Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed 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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HIGGINS ROBERT J
   2. Issuer Name and Ticker or Trading Symbol
TRANS WORLD ENTERTAINMENT CORP [TWMC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
38 CORPORATE CIRCLE		 3. Date of Earliest Transaction (Month/Day/Year)
02/27/2011
(Street)

ALBANY, NY 12203		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock par value $.01 per share 02/27/2011   J(7)   253,213 D $ 1.69 14,197,625 D  
Common Stock par value $.01 per share 08/19/2011   P   200,000 A $ 2.05 14,397,625 D  
Common Stock par value $.01 per share               137,500 I Higgins Foundation
Common Stock par value $.01 per share               50,550 I Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) (1) (2)               (3)   (3) Common Stock par value $.01 per share 3,075,000   3,075,000 D  
Stock Settled Appreciation Rights (1) (2)               (3)   (3) Common Stock par value $.01 per share 450,000   450,000 D  
Restricted stock units (1) (4)               (5)   (6) Common Stock par value $.01 per share 279,898   279,898 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HIGGINS ROBERT J
38 CORPORATE CIRCLE
ALBANY, NY 12203		   X   X   Chairman and CEO  

Signatures

 /S/ Robert J. Higgins   08/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All of the equity transactions listed above are pursuant to equity plans qualified under Rule 16b-3 and exempt from Section 16(b) of the Securities Exchange Act
(2) Previously reported on Form 4.
(3) All grants are exercisable within 4 years and expire 10 years from date of grant.
(4) Each restricted stock unit is the economic equivalent of one share of Trans World Entertainment Corporation stock.
(5) Restricted stock units vest based on achievement of predetermined financial goals.
(6) Restricted stock units terminate upon vesting.
(7) The Robert J. Higgins TR UA Dated February 2, 2009 ("2009 GRAT") was formed on February 2, 2009 and received 253,303 shares on that date as a gift from Robert J. Higgins. On February 27, 2011, Mr. Higgins was distributed 90 shares from the 2009 GRAT. On the same date, the remaining 253,213 shares held by the 2009 GRAT were distributed to Mr. Higgins' children and the 2009 GRAT was terminated.

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