EXHIBIT 3.1


                     			 CERTIFICATE OF AMENDMENT
				 
				                              TO THE
		       
		                     CERTIFICATE OF INCORPORATION
				   
                            				   OF
			  
			                      TRANS WORLD MUSIC CORP. 
	    
	           UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW




The undersigned, being the President and Secretary of Trans World
Music Corp., respectfully do hereby certify and set forth:

     (1)   The name of the corporation is "Trans World Music Corp."  
The name under which the corporation was originally incorporated is Trans
World Music Corp.

     (2)   The certificate of incorporation of said corporation was
filed by the Department of State on the 7th day of February, 1972.  The
Restated Certificate of Incorporation was filed by the Department of State
on June 11, 1986.

     (3)   The certificate of incorporation is hereby amended to change
the name of the corporationfrom "Trans World Music Corp." to "Trans
World Entertainment Corporation" by amending Article First to read as
follows:
     
     "FIRST":  The name of the corporation is Trans World Entertainment 
Corporation.

     (4)  This amendment to the certificate of incorporation of Trans
World Music Corp. was authorized by a majority vote of the board of
directors followed by vote of the holders of a majority of all outstanding
shares of capital stock entitled to vote thereon at a meeting of the
shareholders.

                             				     15




     
     IN WITNESS WHEREOF, the undersigned have executed and signed this 
certificate of amendment this 29th day of July, 1994, and we hereby
affirm the statements contained therein as true under penalties of perjury.




   
/s/ Robert J. Higgins
- - - - - -------------------------------
Robert J. Higgins, President



/s/ Matthew H. Mataraso
- - - - - -------------------------------
Matthew H. Mataraso, Secretary

				     16