TRANS WORLD MUSIC CORP
8-K, 1994-08-31
RECORD & PRERECORDED TAPE STORES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
 
                                   FORM  8-K
      
                                CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported)        August 26, 1994
                             
                             TRANS WORLD MUSIC CORP.
              (Exact name of registrant as specified in its charter)

              New York                0-14818              14-1541629     
   (State or other jurisdiction of    (Commission       (I.R.S. Employer 
    incorporation or organization)    file Number)      Identification Number)

                              38 Corporate Circle
                             Albany, New York 12203
          (Address of principal executive offices, including zip code)

                                (518) 452-1242
            (Registrant's telephone number, including area code)

                                                   
                                   This Current Report contains 3 pages.     
       ==================================================================

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     Item 4.  Changes in Registrant's Certifying Accountant.

          Effective September 1, 1994, the Registrant's certifying accountant, 
          the firm of Ernst & Young LLP, is selling their Albany, New York 
          practice to another national firm, KPMG Peat Marwick LLP.  At a 
          meeting held on August 26, 1994, the Audit Committee of the Board of 
          Directors approved the engagement of KPMG Peat Marwick as its 
          independent auditors for the fiscal year ending January 28, 1995, to 
          replace the firm of Ernst & Young, which declined to stand for 
          reelection as auditors of the Registrant, effective immediately.

          Ernst & Young has been the Registrant's auditors since the 
          Registrant's initial public offering in 1986.  The reports of Ernst & 
          Young on the Registrant's financial statements for the past two 
          fiscal years did not contain an adverse opinion or a disclaimer of 
          opinion and were not qualified or modified as to uncertainty, audit 
          scope, or accounting principles.

          In connection with the audits of the Registrant's financial 
          statements for each of the two fiscal years ended January 29, 1994,
          and in the subsequent interim period, there were no disagreements on
          any matters of accounting principles or practices, financial statement
          disclosure, or auditing scope and procedures which, if not resolved 
          to the satisfaction of Ernst & Young,  would have caused Ernst & 
          Young to make reference to the matter in their report.

          The Registrant has requested Ernst & Young to furnish it a letter 
          addressed to the Commission stating whether it agrees with the 
          statements set forth above in this Item 4.  A copy of that letter, 
          dated August 31, 1994, is filed herewith as Exhibit 16.1 to this 
          Current Report on Form 8-K.  
     
     (c)   Exhibits.                                             Page No.  
       
     16.1 Letter, dated August 31, 1994, from Ernst & Young, 
          the Registrant's certifying accountant.                   3

                            SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, 
          as amended, the Registrant has duly caused this report to be signed 
          on its behalf by the undersigned hereunto duly authorized.

                                   TRANS WORLD MUSIC CORP.

        August 31, 1994            By:/s/Robert J. Higgins                      
                                   Robert J. Higgins, President and Chief 
                                   Executive Officer
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                                                                Exhibit 16.1   

August 31, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of the Current Report on 8-K dated August 31, 1994, of
Trans World Music Corp. and are in agreement with the statements contained
therein.

                    /s/ Ernst & Young LLP




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