EXHIBIT 10.3j

                       THIRD LEASE MODIFICATION AGREEMENT



     THIS THIRD  LEASE  MODIFICATION  AGREEMENT  made as the 1st day of December
2002,  by and between Sy Syms, an  individual  residing at 625 Park Avenue,  New
York, New York 10021  ("Lessor") and Syms Corp., a New Jersey  Corporation  with
its  principal  place of  business  at Syms  Way,  Secaucus,  New  Jersey  07094
("Leasee").

                                    RECITALS

1.   As of the 21st day of June 1977,  Lessor  (formerly  known as Sy Merns) and
Lessee  (formerly  known  as  Syms  Haberdashery,  Inc.)  entered  into a  Lease
Agreement  for lease of premises  located in  Elmsford,  County of  Westchester,
State of New York, more particularly described therein (the "Original Lease").

2.   The  Original  Lease was  amended on July 26, 1983 and  subsequently  as of
January 1, 1991 (the Original Lease, as amended,  is hereinafter  referred to as
the "Lease").

3.   Lessor and Lessee are  desirous of  amending  the Lease so as to extend the
term thereof, and to increase the rental provided for therein;

     NOW  THEREFORE,  in  consideration  of the mutual  promises  and  covenants
hereinafter contained, IT IS HEREBY AGREED AS FOLLOWS:

1.   TERM:  Paragraph  4 of the Lease is hereby  modified  and  amended so as to
provide as follows:

     A.   Extension  of Term:  The term of the  Lease is  hereby  extended  from
December 1, 2002 to and including November 30, 2010;

     B.   First  Extension  Option:  Lessee  shall have the option to extend the
Lease for an  additional  period of five years upon six  months'  prior  written
notice to Lessor for the period December 1, 2010 - November 30, 2015;

     C.   Second Extension Option:  Provided that Lessee has exercised its first
extension option,  Lessee shall have the right to extend the Lease for one final
additional  period of five years upon six months'  prior  written  notice to the
Lessor for the period December 1, 2015 - November 30, 2020.

     If Lessee fails to timely notify Lessor of its option to extend the term of
this Lease,  Lessor shall  notify  Lessee of its right to extend the term of the
Lease in accordance  with the  provisions  hereof and shall afford Lessee thirty
days from the date of such notice in which to exercise the option.

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2.   RENT:  Paragraph  5A of the Lease is hereby  modified  and amended so as to
provide as follows:

     A.   Commencing  December 1, 2002, through and including November 30, 2010,
and,  in the  event  Lessee  exercises  its  options  to  extend  the  Lease  as
hereinabove set forth,  through and including the option periods,  as fixed rent
for the Demised  Premises an annual rental of $796,500.00  payable in advance in
equal monthly  installments  of $66,375.00,  and annually for the balance of the
Lease term payable in advance in equal monthly  installments on the first day of
each month  through the end of the initial  Term on November  30,  2010.  In the
event  Lessee  exercises  its  options  to extend the Term of this Lease for the
First or Second  Extension  Options the fixed rent during both of the  Extension
Options  shall be at an annual rental of  $885,000.00,  payable in equal monthly
installments of $73,750.00 on the first day of each month in advance.

3.   SURVIVAL:  Except as expressly  modified herein,  all terms,  covenants and
conditions of the Lease shall remain in full force and effect.

     IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this Third Lease
Modification Agreement as of the date first above written.


WITNESS:



                                           /s/ Sy Syms
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                                           SY SYMS



ATTEST:                                                SYMS CORP.



                                           By:  /s/ Antone F. Moreira
-------------------------------------           -------------------------------
                                                ANTONE F. MOREIRA, VP &
                                                CHIEF FINANCIAL OFFICER

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STATE OF                    )
                            )      SS:
COUNTY OF                   )

     On the   _________  day of   ______________________________,  ____________,
before me personally came Sy Syms, to me known to be the individual described in
and who executed the  foregoing  instrument  and  acknowledged  that he executed
same.




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STATE OF                    )
                            )      SS:
COUNTY OF                   )

     On the   _________  day of   ______________________________,  ____________,
before me personally  came  ____________________________________________,  to me
personally  known,  who,  being by me duly  sworn,  did  depose  and say that he
resides   at    _______________________________________;    that   he   is   the
__________________________________  of SYMS CORP., the corporation  described in
and which executed the foregoing instrument,  and that he executed the foregoing
instrument in the name of said  corporation and that he signed his name by order
of the board of  directors  of said  corporation  as and for the act and deed of
said corporation.




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