**Exhibit 31.2**

 

**CHIEFFINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEYACT 2002**

 

I,John J. Sullivan, Executive Vice President and Chief Financial Officer of TransWorld Entertainment Corporation (the “Company”), certify that:

 

(1)   I have reviewedthis quarterly report on Form 10–Q of the Company;

 

(2)   Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

(3)   Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this quarterly report;

 

(4)   The Company’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a – 15(f) and 15d-15(e)) for the Companyand we have:

 

(a)   designed suchdisclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b)   designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c)   evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

(d)   disclosed in thisreport any change in the Company’s internal control over financial reportingthat occurred during the Company’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting; and

 

(5)   The Company’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of the Company’s board of directors:

 

(a)   all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

 

(b)   any fraud,whether or not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 
| Dated:    June 9, 2005 |                                                  |
|---------------------------------------|-------------------------------------------------------|
|                                  |                                                  |
|                                  | /s/  John J. Sullivan                                 |   |
|                                  | Executive  Vice President and Chief Financial Officer |
|                                  | Trans  World Entertainment Corporation                |

 

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