Section16Direct Section 16, Form 4
Form 4

FORM 4

[ ]Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Files pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person

Isaac Kaufman
38, Corporate Circle
Albany, NY 12203 US

2. Issuer Name and Ticker or Trading Symbol

Trans World Entertainment Corporation (TWMC)

6. Relationship of Reporting Person(s) to Issuer

Director

________________________

 3. IRS or Social Security Number of Reporting Person (voluntary)

4. Statement for Month/Day/Year

5/1/2003

7. Individual or Joint/Group Filing

 Form filed by One Reporting Person

5. If Amendment, Date of Original (Month/Day/Yr)

Original Date

N/A
 

Table I-Non-Derivative Securities Acquired,Disposed of, or Beneficially Owned

1. Title of Security2. Transaction Date
(Month/Day/Year)
2A. Deemed
Execution Date
if any
(Month/Day/Year)
3. Transaction
Code
4. Securities Acquired (A)
or Disposed of (D)
5. Amount of Securities
Beneficially Owned
Following Reported
Transaction(s)
6. Ownership Form:
Direct (D) or
Indirect (I)
7. Nature of Indirect
Beneficial
Ownership
Code
V
Amount
(A) or (D)
Price
Common Stock, par value $.01 per share
5/1/2003
A (1)
15,000
A
3.50
D
Common Stock, par value $.01 per share
37,841
D
Common Stock, par value $.01 per share
5/1/2003
A (2)
7,143
A
3.50
D
Table II-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Derivative Security2. Conversion
or Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/Day/Year)
3A. Deemed
Execution Date
if any
(Month/Day/Year)
4. Transaction Code5. Number of Derivative
Securities Acquired
(A) or Disposed of (D)
6. Date Exercisable
and Ex-piration Date
(Month/Day/Year)
7. Title and Amount of
Underlying Securities
8. Price of
Derivative
Security
9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
10. Ownership
Form of
Derivative
Security:
Direct(D)or
Indirect (I)
11. Nature
of Indirect
Beneficial
Ownership
Code
V
(A)
(D)
Date
Exercisable
Expiration
Date
TitleAmount or
Number of
Shares
Director Stock Options (Right to Buy) (3)
Common Stock, par value $.01 per share
59,250
D
Explanation of Responses
(1) Represents an award of restricted stock units that are exchangeable for common shares on a 1:1 basis and that are subject to vesting requirements. (2) $25,000 paid in common stock in-lieu of cash for services rendered. (3) All of the stock option transactions listed above are pursuant to stock option plans qualified under Rule 16b-3 and exempt from Section 16(b) of the Securities Exchange Act.

**Intentional misstatements or omissions of facts constiute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15U.S.C. 78ff(a).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Signature of Reporting Person: s/ Isaac Kaufman

Date: 5/2/2003