Exhibit 4.5

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                    OF TRANS WORLD ENTERTAINMENT CORPORATION
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW




The undersigned, being the President and Secretary of Trans World Entertainment
Corporation, do hereby certify:

     1. The name of the corporation is Trans World Entertainment Corporation.
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.

     3. The certificate of incorporation is amended to increase the aggregate
number of shares the corporation is authorized to issue. The first two sentences
of paragraph "Fourth" of the certificate of incorporation which refers to the
authorized shares is amended to read as follows:

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     "FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 205,000,000. Of said shares, 5,000,000 shares shall
be of a class designated as Preferred Stock with a par value of $.01 each and
200,000,000 shares shall be of a class designated as Common Stock with a par
value of $.01 each."

     4. The certificate of incorporation is also amended by adding a new
Paragraph "Ninth" in the following form:

     "NINTH: 1) The number of Directors of the Corporation shall be fixed by
resolution duly adopted from time to time by a majority of the entire Board of
Directors; provided, however, that any decrease in the number of Directors shall
not shorten the term of any incumbent Director.

     2) The Directors, shall be classified, with respect to the term for which
they hold office, into three classes, as nearly equal in number as possible. The
initial Class 1 Directors shall serve for a term expiring at the annual meeting
of shareholders to be held in 1999, the initial Class 2 Directors shall serve
for a term expiring at the annual meeting of shareholders to be held in 2000,
the initial Class 3 Directors shall serve for a term expiring at the annual
meeting of shareholders to be held in 2001 and, in each case, until their
successors are duly elected and qualified. At each annual meeting of
shareholders, the successor or successors of the class of Directors whose term
expires at that meeting shall be elected by a plurality of votes cast at such
meeting and shall hold office for a term expiring 



at the annual meeting of shareholders held in the third year following the year
of their election, and until their successors are duly elected and qualified.

     3) Any and all vacancies in the Board of Directors, however occurring,
including without limitation, by reason of an increase in size of the Board of
Directors, or death, resignation, disqualification or removal of a Director,
shall be filled solely by the affirmative vote of a majority of the remaining
Directors then in office, even if less than a quorum of the Board of Directors.
When the number of Directors is increased or decreased, the Board of Directors
shall determine the class or classes to which the increased or decreased number
of Directors shall be apportioned; provided, however, that any Director who is
appointed to the Board of Directors shall not be classified until the next
annual meeting of shareholders. In no case shall a decrease in the number of
Directors shorten the term of any incumbent Director."

     5. These amendments to the certificate of incorporation of Trans World
Entertainment Corporation were authorized by the unanimous written consent of
the Board of Directors followed by a vote of the holders of a majority of all
outstanding shares of capital stock entitled to vote thereon at a meeting of the
shareholders.


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     IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate of amendment on this 22nd day of April, 1999, 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



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