SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDED FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. ------------------------------------------------------------------------------------------------------------------------------------ 1(a) NAME OF ISSUER (Please type or print) (b) IRS IDENT. NO. (c) SEC. FILE NO. Trans World Entertainment Corporation 14-1541629 000-14818 ------------------------------------------------------------------------------------------------------------------------------------ 1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO. 38 Corporate Circle Albany NY 12203 AREA 518 NUMBER 452-1242 CODE ------------------------------------------------------------------------------------------------------------------------------------ 2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE (b) IRS IDENT. NO. (c) RELATIONSHIP TO (d) ADDRESS STREET CITY STATE ZIP CODE SECURITIES ARE TO BE SOLD ISSUER Van Kampen Senior Loan Fund 36-6911789 Affiliate 1221 Avenue of the Americas, New York, NY 10020 ----------------------------------------------------------------------------------------------------------------------------------- INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number. ----------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 3(a) (b) SEC USE ONLY Title of the Class of Name and Address of Each Broker through Securities Whom the Securities Are To Be Offered or Each Broker-Dealer To Be Sold Market Maker Who Is Acquiring The Securities File Number -------------------------------------------------------------------------------- Common Stock Jefferies & Company, Inc. 11100 Santa Monica Blvd Los Angeles, CA 90025 Knight Equity Markets, L.P. 525 Washington Blvd Jersey City, NJ 07310 UBS 677 Washington Blvd Stamford, CT 06901 ---------------------------------------------------------------------------------------------------------- (c) (d) (e) (f) (g) Number of Shares Aggregate Number of Shares Approximate Name of Each or Other Units Market or Other Units Date of Sale Securities to Be Sold Value Outstanding See Instr. 3(f)) Exchange (See Instr. 3(c)) (See Instr. 3(d)) (See Instr. 3(e)) (MO. DAY YR.) (See Instr. 3(g)) --------------------------------------------------------------------------------------------------------- 327,500 $4,693,075.00 33,025,649 03/08/2005 NYSE INSTRUCTIONS: 1. (a) Name of issuer. (b) Issuer's I.R.S. Identification Number. (c) Issuer's S.E.C. file number, if any. (d) Issuer's address, including zip code. (e) Issuer's telephone number, including area code. 2. (a) Name of person for whose account the securities are to be sold. (b) Such person's I.R.S. identification number, if such person is an entity. (c) Such person's relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of the foregoing). (d) Such person's address, including zip code 3. (a) Title of the class of securities to be sold. (b) Name and address of each broker through whom the securities are intended to be sold. (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount). (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice. (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer. (f) Approximate date on which the securities are to be sold. (g) Name of each securities exchange, if any, on which the securities are intended to be sold. TABLE I -- SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefore: Title of Date you The Class Acquired Nature of Acquisition Transaction --------- ---------- --------------------------------- Common Stock 04/22/1999 share exchange Name of Person from Whom Amount of Date of (If Gift, Also Give Date Donor Acquired) Securities Acquired Payment Nature of Payment ---------------------------------------- ------------------- --------- ----------------- Trans World Entertainment Corporation 3,789,962 04/22/1999 share exchange INSTRUCTIONS: 1. If the securities were purchased and full payment therefore 2. If within two years after the acquisition of the securities was not made in cash at the time of purchase, explain in the the person for whose account they are to be sold had any table or in a note thereto the nature of the consideration short positions, put or other option to dispose of given. If the consideration consisted of any note or other securities referred to in paragraph (d)(3) of Rule 144, obligation, or if payment was made in installments describe furnish full information with respect thereto. the arrangement and state when the note or other obligation was discharged in full or the last installment paid. TABLE II -- SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold. Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds --------------------------- -------------------------- ------------ --------------------------- -------------- Van Kampen Senior Loan Fund Common Stock 12/01/2004 2,500 $28,525.00 Van Kampen Senior Loan Fund Common Stock 12/03/2004 38,500 $438,934.65 Van Kampen Senior Loan Fund Common Stock 12/09/2004 3,759 $42,852.60 Van Kampen Senior Loan Fund Common Stock 12/10/2004 15,147 $172,675.80 Van Kampen Senior Loan Fund Common Stock 12/13/2004 1,893 $21,583.23 Van Kampen Senior Loan Fund Common Stock 12/14/2004 27,252 $310,672.80 Van Kampen Senior Loan Fund Common Stock 12/15/2004 51,949 $592,244.57 Van Kampen Senior Loan Fund Common Stock 12/16/2004 50,000 $574,025.00 Van Kampen Senior Loan Fund Common Stock 12/16/2004 50,000 $570,510.00 Van Kampen Senior Loan Fund Common Stock 12/17/2004 50,000 $579,160.00 Van Kampen Senior Loan Fund Common Stock 12/17/2004 47,000 $553,335.70 Van Kampen Senior Loan Fund Common Stock 03/02/2005 2,500 $36,525.00 REMARKS: INSTRUCTIONS: ATTENTION: See the definition of "person" in paragraph (a) of Rule 144. The person for whose account the securities to which this Information is to be given not only as to the person for notice relates are to be sold hereby represents by signing whose account the securities are to be sold but also as to this notice that he does not know any material adverse all other persons included in that definition. In addition, information in regard to the current and prospective information shall be given as to sales by all persons whose operations of the Issuer of the securities to be sold which sales are required by paragraph (e) of Rule 144 to be has not been publicly disclosed. aggregated with sales for the account of the person filing this notice. March 8, 2005 /s/ Joanne Doldo ----------------------------------------------------------- -------------------------------------------------------------- (signature) (date of notice) The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001.)