SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. __)*
Trans World Entertainment Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
89336Q100
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(CUSIP Number)
May 17, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 5
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 89336Q100 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
864,677
NUMBER OF -------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 717,926
EACH -------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 864,677
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8 SHARED DISPOSITIVE POWER
717,926
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,582,603
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
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12 TYPE OF REPORTING PERSON
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IN-IA-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
Page 3 of 5
Item 1(a). Name of Issuer: Trans World Entertainment
Corporation
Item 1(b). Address of Issuers's Principal Executive Offices: 38 Corporate Circle
Albany, New York 12203
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence: 4550 Gordon Drive
Naples, Florida 34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 89336Q100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or
(c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: The reporting person has sole voting and dispositive
power with respect to 864,677 shares of the reported securities as:
(i) manager of a limited liability company that is the general
partner of a certain limited partnership; (ii) custodian of accounts
established pursuant to the Florida Uniform Gift to Minors Act;
(iii) trustee of certain generation skipping trusts; (iv) trustee of
a grantor retained annuity trust; and (v) an individual. The
reporting person has shared voting and dispositive power with
respect to 717,926 shares of the reported securities as: (i)
investment advisor to the trustee of certain family trusts; (ii)
with respect to shares owned by the reporting person's wife; and
(iii) investment advisor to the reporting person's ex-wife.
(a) 1,582,603
(b) 5.1%
(c) (i) sole voting power: 864,677
(ii) shared voting power: 717,926
(iii) sole dispositive power: 864,677
(iv) shared dispositive power: 717,926
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Other than those shares held directly by Lloyd I. Miller, III as
an individual, persons other than Lloyd I. Miller, III have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the reported securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Page 4 of 5
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 30, 2006 /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III