================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                    FORM 10-K
                                   ----------
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[X]    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2004

                                       or

[_]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

                          Commission file number 1-8546

                                    SYMS CORP
                        (Exact name of registrant as specified in its charter)

          NEW JERSEY                                   NO. 22-2465228
(State or Other Jurisdiction of            (I.R.S.  Employer Identification No.)
Incorporation or Organization)

SYMS WAY, SECAUCUS, NEW JERSEY                               07094
(Address of Principal Executive Offices)                   (Zip Code)

        Registrant's telephone number, including area code (201) 902-9600

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   Name of Each Exchange on
               Title of Each class                     Which Registered
               -------------------                 ------------------------

       Common Stock, $0.05 Par Value Per Share     New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:   None

     Indicate  by check  mark  whether  registrant  (1) has  filed  all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes _X_ No ___

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12-b2 of the Exchange Act).
Yes ___ No _X_

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates of the registrant was approximately $49,502,211 based upon the
closing  market  price of $6.89  per share of the  Common  Stock on the New York
Stock Exchange as of August 29, 2003, the last business day of the  registrant's
most recently completed second fiscal quarter.

As of May 3, 2004, 15,104,653 shares of Common Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the registrant's Proxy Statement for the 2004 Annual Meeting of
Shareholders  are incorporated by reference into Part III of this Annual Report.

================================================================================
<PAGE>


                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Syms  Corp  operates  a  chain  of 40  "off-price"  retail  stores  located
throughout the United States in the Northeastern and Middle Atlantic regions and
in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of
first quality,  in-season  merchandise bearing nationally recognized designer or
brand-name  labels at prices  substantially  lower than those generally found in
department  and  specialty  stores.  Syms directs its  merchandising  efforts at
predominantly middle-income, fashion-minded and price conscious customers.

     Since the first Syms store opened in New York City in 1959, the Company has
expanded to 40 stores and the  aggregate  amount of selling space in Syms stores
increased from approximately 2,000 square feet to approximately 1,606,000 square
feet.  The Company  maintains  a 277,000  square  foot  distribution  center and
executive headquarters in Secaucus, New Jersey.

     The Company  maintains its  executive  offices at Syms Way,  Secaucus,  New
Jersey 07094,  telephone (201) 902-9600.  Unless otherwise noted,  references to
the  "Company"  or to "Syms"  relate to Syms Corp,  its  subsidiaries  and their
predecessors.


DESCRIPTION OF BUSINESS

     The Syms chain of 40 apparel  stores  offers a broad  range of  "off-price"
first  quality,  in-season  merchandise  consisting  primarily of men's tailored
clothing and  haberdashery,  women's  dresses,  suits and separates,  children's
apparel and men's,  women's and children's  shoes.  Syms stores emphasize better
quality,  nationally  recognized  designer and brand name  merchandise at prices
substantially  below those generally charged by department and specialty stores.
Syms  carries a wide  selection  of sizes  and  styles  of  men's,  women's  and
children's wear.

     Syms operates in a single industry  segment and has no foreign  operations.
No material  part of the  Company's  consolidated  revenues  is received  from a
single  customer  or  group  of  customers.  Please  refer  to  Note  1  of  the
Consolidated Financial Statements for information on segment reporting.

MERCHANDISE

     For the year ended  February  28,  2004,  net sales were  generated  by the
following categories:

          Men's tailored clothes and haberdashery .............    52%
          Women's dresses, suits, separates and accessories ...    30%
          Shoes ...............................................     8%
          Children's wear .....................................     3%
                                                                  ---
          Luggage, domestics and fragrances ...................   100%

     Most of the items  sold by the  Company  consist of  nationally  recognized
fashion  brand-name  merchandise.  Merchandise  is displayed by type and size on
conveniently arranged racks or counters. No emphasis is placed on any particular
"label". The stores generally offer minor alterations for an additional charge.

PURCHASING

     The Company  purchases  first-quality,  in-season,  brand-name  merchandise
directly  from  manufacturers  on terms  more  favorable  than  those  generally
obtained by department and specialty stores.  Syms estimates that  approximately
200  brand-name  manufacturers  of apparel are  represented  in its stores.  The
Company  does  not  maintain  large  out-of-season  inventories.  However,  Syms
occasionally  buys certain  basic  clothing  which does not change in style from
year to year at  attractive  prices  for  storage  until the  following  season.
Purchasing  is  performed  by a buying  staff in  conjunction  with the  General
Merchandise Manager and several other key divisional merchandise managers.

DISTRIBUTION

     The Company owns a distribution center,  located at Syms Way, Secaucus, New
Jersey. The facility contains approximately 277,000 square feet of warehouse and
distribution space, 34,000 square feet of office space and 29,000 square feet of
store  space.  The  facility is located on an 18.6 acre parcel of land for which
the  Company  holds a ground  lease  for a  remaining  term of 272  years.  Most
merchandise is received from  manufacturers at the distribution  center where it
is inspected, ticketed and allocated to particular stores.

                                       1
<PAGE>


MARKETING

     The Company's  pricing policy is to affix a ticket to each item  displaying
Syms' selling price as well as the price the Company  regards as the traditional
full retail price of that item at department or specialty  stores.  All garments
are sold with the  brand-name as affixed by the  manufacturer.  Because  women's
dresses are vulnerable to considerable style fluctuation, Syms has long utilized
a ten-day automatic  markdown pricing policy to promote movement of merchandise.
The date of placement on the selling  floor of each women's  dress is stamped on
the back of the price ticket. The front of each ticket contains what the Company
believes to be the nationally advertised price, the initial Syms price and three
reduced  prices.  Each reduced price becomes  effective after the passage of ten
selling days.  Women's dresses  represent  approximately 4.0 % of net sales. The
Company also offers "dividend " prices consisting of additional price reductions
on various types of merchandise.

     Syms has as its tag line "An  Educated  Consumer is Our Best  Customer"(R),
one of the best known in retail advertising.  The Company advertises principally
on  television,  radio and,  more  recently,  has  enhanced its  advertising  by
including print media as well as direct mail.

     The Company sells its merchandise for cash, checks,  national credit cards,
and its own Syms credit card.  Syms sells its own credit card  receivables  on a
non-recourse  basis to a third party for a fee.  Merchandise  purchased from the
Company may be returned within a reasonable amount of time,  within season.  The
Company does not offer cash refunds for purchases, but issues credits toward the
Syms charge card and other major credit cards or store merchandise credits which
may be used toward the purchase of other merchandise.

TRADEMARKS

     "Syms",  "An Educated  Consumer  is Our Best Customer"(R),  "Names You Must
Know"(R),  and "The More You Know About Clothing,  the Better it is for Syms"(R)
have been registered with the United States Patent and Trademark Office.

COMPETITION

     The retail apparel business is highly competitive, and the Company accounts
for only a small fraction of the total market for men's,  women's and children's
apparel.  The Company's stores compete with discount stores,  apparel  specialty
stores, department stores,  manufacturer-owned factory outlet stores and others.
Many of the stores with which the Company  competes are units of large  national
or regional chains that have  substantially  greater resources than the Company.
Retailers having substantially greater resources than the Company have indicated
their intention to enter the "off-price"  apparel business,  and the "off-price"
apparel  business itself has become  increasingly  competitive,  especially with
respect to the increased use by manufacturers  of their own factory outlets.  At
various times of the year,  department  store chains and  specialty  shops offer
brand-name merchandise at substantial markdowns.

OPERATIONS AND CONTROL SYSTEMS

     The Company has  implemented  a merchandise  control  system which tracks a
product from its  purchase to its ultimate  sale in the  Company's  stores.  The
system  tracks the product by store in  approximately  750  categories.  All the
information  regarding the product is transmitted  daily through telephone lines
to the Company's database at its executive headquarters. Each week the Company's
executives  receive detail reports regarding sales and inventory levels in units
and retail dollars on a store-by-store basis.

     Management  of the Company  visit stores on a regular  basis to  coordinate
with the store  managers,  among other  things,  in the training of employees in
loss prevention  methods.  Each store has on premises security  personnel during
normal hours and a security system after hours.

EMPLOYEES

     At February 28, 2004, the Company had 1,837 employees of whom approximately
659 work on a part  time  basis.  Approximately  30 to 100  persons,  consisting
mostly of sales  personnel,  are employed at each Syms store.  The Company has a
collective  bargaining  agreement  with Local 108 of the Retail,  Wholesale  and
Department  Store Union  which  expires on May 27, 2006 and covers 134 sales and
tailor employees. The Company's collective bargaining agreements with Local 1102
of the  Retail,  Wholesale  and  Department  Store Union and the United Food and
Commercial  Workers  Union  expire  on  March  31,  2006  and  April  30,  2006,
respectively,  which  together  cover  sales and tailor  employees.  The Company
believes its relationships with the unions are good.

                                       2
<PAGE>


ITEM 2.   PROPERTIES

THE STORES

  LOCATION

     At February 28, 2004, the Company had 40 stores, 17 of which are located in
leased facilities. The following table indicates the locations of the stores and
the approximate selling space of each location. In addition to the selling space
indicated, each store contains between approximately 2,000 to 12,000 square feet
for inspection and ticketing of merchandise and administrative functions.

                                                      LEASED/            SELLING
    STATE                 LOCATION                     OWNED              SPACE
    -----                 --------                    -------            -------
CONNECTICUT
                          Fairfield                    Owned             32,000
                          Hartford                    Leased             31,000
FLORIDA
                          Fort Lauderdale              Owned             44,000
                          Miami                        Owned             45,000
                          West Palm Beach              Owned             36,000
                          Tampa                        Owned             38,000
                          Kendall                     Leased             32,000
GEORGIA
                          Norcross                     Owned             51,000
                          Marietta                     Owned             39,000
ILLINOIS
                          Addison                      Owned             47,000
                          Niles                       Leased             32,000
MARYLAND
                          Baltimore                   Leased             43,000
                          Rockville                    Owned             61,000
                          Towson                      Leased             41,000
MASSACHUSETTS
                          Norwood                     Leased             36,000
                          Peabody                     Leased             39,000
MICHIGAN
                          Southfield                   Owned             46,000
                          Troy                        Leased             37,000
MISSOURI
                          St. Louis                   Leased             33,000
NEW YORK/NEW JERSEY
                          Park Avenue                 Leased             45,000
                          Trinity                      Owned             40,000
                          Westbury                     Owned             72,000
                          Commack                      Owned             36,000
                          Westchester                 Leased             50,000
                          Rochester                    Owned             32,000
                          Buffalo                      Owned             39,000
                          Paramus                      Owned             56,000
                          Woodbridge                  Leased             32,000
                          Secaucus                     Owned             29,000
                          Cherry Hill                  Owned             40,000
                          Lawrenceville               Leased             54,000
NORTH CAROLINA
                          Charlotte                   Leased             30,000
OHIO
                          Highland Heights            Leased             36,000
PENNSYLVANIA
                          King of Prussia              Owned             41,000
                          Monroeville                  Owned             31,000
RHODE ISLAND
                          N. Cranston                 Leased             27,000
TEXAS
                          Dallas                       Owned             42,000
                          Houston                      Owned             34,000
                          Hurst                        Owned             38,000
VIRGINIA
                          Falls Church                Leased             39,000


                                       3
<PAGE>


     Syms stores are either "free  standing"  or located in shopping  centers or
indoor malls, and all are surrounded by adequate  parking areas,  except for the
two New York City stores.  Syms stores are usually  located near a major highway
or thoroughfare in suburban areas populated by at least 1,000,000 people and are
readily  accessible  to  customers  by  automobile.  In certain  areas where the
population is in excess of 2,000,000 people, Syms has opened more than one store
in the same general vicinity.

     Syms also owns land in Roseland,  New Jersey in a  commercially  zoned area
which the Company  agreed to sell  pursuant to an  agreement  entered into as of
March 31,  2003.  The  closing of the sale is  subject  to  certain  conditions,
including  conditions relating to environmental  standards.  Syms also owns land
and  buildings in Northern  Ohio at the site of a closed store which the Company
has agreed to sell  pursuant to an  agreement  entered  into in March 2004.  The
closings on these properties have not been consumated.

   LEASE TERMS

     Sixteen of the  Company's  40 stores are  currently  leased from  unrelated
parties,  and the Elmsford,  New York store is leased from Sy Syms, the Chairman
of Syms Corp. The following table summarizes  lease  expirations and any renewal
options:


                           NUMBER OF      NUMBER OF
     CALENDAR                LEASES      LEASES WITH     RANGE IN YEARS OF
     PERIODS               EXPIRING    RENEWAL OPTIONS   OPTION PERIODS (1)
     -------               ---------   ---------------   ------------------

    2004                       2              1               10 years
    2005                       4              3                5 years
    2006                       1              1              3-5 years
    2007                       1              0                0
    2008                       2              1                5 years
    2009 and thereafter        7              6                5 years

    (1)  Depending on the applicable option, the minimum rent due during the
         renewal option periods may be based upon a formula contained in the
         existing lease or negotiations between the parties.

     Store leases provide for a base rental of between  approximately  $4.30 and
$40.79 per square foot. In addition, under the "net" terms of all of the leases,
the Company  must also pay  maintenance  expenses,  real estate  taxes and other
charges.  Two of the Company's  stores provide for rent based on a percentage of
sales. Minimum rental payments for Syms' leased stores aggregated $8,064,503 for
the year ended February 28, 2004, of which $796,500 was paid to Sy Syms as fixed
rent. On December 1, 2002, Syms Corp and Sy Syms signed a lease for the Elmsford
store for an annual rent of $796,500 which expires on November 30, 2010.

  STORE OPENINGS/CLOSINGS

     No new stores were opened this year, and no stores were closed.

ITEM 3.   LEGAL PROCEEDINGS

     The  Company is a party to routine  litigation  incident  to its  business.
Management of the Company believes, based upon its assessment of the actions and
claims outstanding against the Company, and after discussion with counsel,  that
there are no legal  proceedings  that will have a material adverse effect on the
financial  condition  or  results  of  operations  of the  Company.  Some of the
lawsuits to which the Company is a party are covered by insurance  and are being
defended by the Company's insurance carriers.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of the fiscal year covered by this Annual Report.

                                       4
<PAGE>


                                     PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

     The common stock of the Company (the "Common  Stock") is listed for trading
on the New York Stock Exchange under the symbol "SYM".  The following table sets
forth the high and low sales prices for the  Company's  Common Stock as reported
by the New York Stock  Exchange  for each  quarter  within  the two most  recent
fiscal years of the Company.

                                                     HIGH       LOW
           Quarter ended February 28, 2004          $8.08      $6.75
           Quarter ended November 29, 2003           7.12       6.41
           Quarter ended August 30, 2003             7.06       6.38
           Quarter ended May 31, 2003                8.17       6.95

           Quarter ended March 1, 2003              $7.71      $7.07
           Quarter ended November 30, 2002           7.79       6.45
           Quarter ended August 31, 2002             7.50       5.85
           Quarter ended June 1, 2002                6.15       5.45

HOLDERS

     As of May 3, 2004,  there were 122 record  holders of the Company's  Common
Stock.

DIVIDENDS

     The Board of  Directors  of the Company did not  declare  dividends  in the
fiscal years ended February 28, 2004 and March 1, 2003.  Payment of dividends is
within the  discretion  of the  Company's  Board of  Directors  and depends upon
various  factors  including the  earnings,  capital  requirements  and financial
condition  of  the  Company  (see  Note 4 to  Notes  to  Consolidated  Financial
Statements regarding covenants in the Company's revolving credit agreement). The
Company intends  generally to retain  earnings,  if any, to fund development and
growth of its  business.  The Company  does not plan on paying  dividends in the
near term.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER

-------------------- ----------- ---------- ------------------ -----------------

                                             (c) TOTAL NUMBER    (d) MAXIMUM
                                    (b)         OF SHARES      NUMBER OF SHARES
                      (a) TOTAL   AVERAGE      PURCHASED AS     THAT MAY YET BE
                      NUMBER OF    PRICE     PART OF PUBLICLY   PURCHASED UNDER
                        SHARES    PAID PER    ANNOUNCED PLANS    THE PLANS OR
     PERIOD           PURCHASED     SHARE       OR PROGRAMS       PROGRAMS(1)
-------------------- ----------- ---------- ------------------ -----------------
NOVEMBER 30, 2003 -
JANUARY 3, 2004           0           0              0                 0
-------------------- ----------- ---------- ------------------ -----------------
JANUARY 4, 2004 -
JANUARY 31, 2004          0           0              0                 0
-------------------- ----------- ---------- ------------------ -----------------
FEBRUARY 1, 2004 -
FEBRUARY 28, 2004       50,000      $6.98         50,000           2,472,700
-------------------- ----------- ---------- ------------------ -----------------
TOTAL                   50,000      $6.98         50,000           2,472,700
-------------------- ----------- ---------- ------------------ -----------------

                                       5
<PAGE>


(1)  On  June  7,  2002,  the  Company's  Board  of  Directors'  authorized  the
     repurchase of up to 20% of its  outstanding  shares of common stock (not to
     exceed 3,200,000  shares) at prevailing market prices through June 7, 2004.
     For equity compensation plan information, see Item 12.

ITEM 6.  SELECTED FINANCIAL DATA

     The  selected  financial  data  presented  below has been  derived from the
Company's audited  Consolidated  Financial Statements for the fiscal years ended
February 28, 2004,  March 1, 2003, March 2, 2002, March 3, 2001 and February 26,
2000. The selected  financial data presented below should be read in conjunction
with such Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                                                            FISCAL YEAR ENDED
                                               ----------------------------------------------------------------------------
                                               FEBRUARY 28,      MARCH 1,        MARCH 2,        MARCH 3,      FEBRUARY 26,
                                                   2004            2003            2002            2001            2000
                                                ---------       ---------       ---------       ---------       ---------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                             <C>             <C>             <C>             <C>             <C>
INCOME STATEMENT DATA:
Net sales ..................................    $ 275,219       $ 281,505       $ 287,744       $ 342,316       $ 341,570

Net income (loss) ..........................       (4,668)         (9,035)         (2,319)         (8,333)          2,224

Net income (loss) per share - basic ........      (0. 31)           (0.58)          (0.15)          (0.52)           0.14

Net income (loss) per share - diluted ......        (0.31)          (0.58)          (0.15)          (0.52)           0.14
BALANCE SHEET DATA:
Working capital ............................    $  71,710       $  77,342       $  85,961       $  86,638       $  87,812
Total assets ...............................      253,738         262,473         276,494         276,867         300,314
Other long term liabilities ................        1,862           1,891           2,118           2,409           2,436
Shareholders' equity .......................      223,174         230,153         241,457         243,935         253,428
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Annual Report  (including but not limited to factors  discussed below,
in the "Management's  Discussion and Analysis of Financial Condition and Results
of Operations,"  as well as those  discussed  elsewhere in this Annual Report on
Form 10-K) may include certain forward-looking statements (within the meaning of
Sections 27A of the Securities  Act of 1933 and 21E of the  Securities  Exchange
Act of 1934)  and  information  relating  to the  Company  that are based on the
beliefs of the  management  of the  Company as well as  assumptions  made by and
information  currently available to the management of the Company.  When used in
this Annual Report, the words  "anticipate,"  "believe,"  "estimate,"  "expect,"
"intend," "plan," and similar expressions,  as they relate to the Company or the
management of the Company, identify forward-looking  statements. Such statements
reflect the current  views of the Company  with  respect to future  events,  the
outcome of which is subject to certain  risks,  including  among others  general
economic and market  conditions,  decreased  consumer  demand for the  Company's
products,  possible  disruptions in the Company's computer or telephone systems,
possible work  stoppages,  or increases in labor costs,  effects of competition,
possible  disruptions  or delays in the  opening of new stores or  inability  to
obtain suitable sites for new stores,  higher than anticipated store closings or
relocation costs, higher interest rates,  unanticipated increases in merchandise
or occupancy costs and other factors which may be outside the Company's control.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying  assumptions  prove  incorrect,  actual  results or outcomes may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected,  intended or  planned.  Subsequent  written  and oral  forward-looking
statements  attributable  to the  Company  or  persons  acting on its behalf are
expressly  qualified  in their  entirety by the  cautionary  statements  in this
paragraph and elsewhere  described in this Annual Report and other reports filed
with the Securities and Exchange Commission.

EXECUTIVE OVERVIEW

     Syms is an  off-price  retailer  which  operates  a chain of forty  apparel
stores located  throughout the  Northeastern  and middle Atlantic  regions,  the
Midwest,  Southeast  and  Southwest.  Syms  stores  offer a broad range of first
quality,  in-season  merchandise  bearing  nationally  recognized  designer  and
brand-name labels in men's, women's and children's apparel.

     The retail  environment  continues to be challenging,  although the Company
experienced an improved  performance in the third and fourth  quarters of fiscal
2003. The uncertainty of economic  conditions  continues to make the forecasting
of near-term  results  difficult;  however,  the Company  believes  that current
economic indicators suggest that the Company may achieve improved performance in
fiscal  2004  compared  to fiscal  2003  levels.  This  improvement  may include
moderate  comparable  store sales growth  accompanied  by slight  improvement in
gross margin rate,  coupled with continued  focus on attaining  further  expense
efficiencies.

                                       6
<PAGE>


     During the difficult  past few years,  the Company has lowered its expenses
and  inventories  enabling it to maintain a strong cash  position  and to remain
debt  free.  In  fiscal  2004,  the  Company  will  continue  to focus on strong
inventory and expense management which will allow it to maintain its strong cash
position and minimize its debt.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  the
appropriate application of certain accounting policies, many of which require us
to make  estimates  and  assumptions  about  future  events and their  impact on
amounts  reported in the financial  statements and related  notes.  Since future
events and their impact cannot be determined with certainty,  the actual results
will inevitably differ from our estimates. Such differences could be material to
the consolidated financial statements.

     The Company believes application of accounting policies,  and the estimates
inherently required by the policies,  are reasonable.  These accounting policies
and estimates are constantly  reevaluated,  and  adjustments are made when facts
and  circumstances  dictate a change.  Historically,  the  Company has found the
application of accounting  policies to be  appropriate,  and actual results have
not differed materially from those determined using necessary estimates.

     The Company's accounting policies are more fully described in Note 1 to the
Consolidated  Financial  Statements,  located in this Annual Report. The Company
has identified certain critical accounting policies that are described below.

     MERCHANDISE  INVENTORY - Inventories  are valued at lower of cost or market
using the retail first-in, first-out ("FIFO") inventory method. Under the retail
inventory method ("RIM"), the valuation of inventories at cost and the resulting
gross margins are  calculated  by applying a calculated  cost to retail ratio to
the retail value of inventories. RIM is an averaging method that has been widely
used  in  the  retail  industry  due to its  practicality.  Additionally,  it is
recognized  that the use of RIM will result in valuing  inventories at the lower
of cost or market if markdowns are currently  taken as a reduction of the retail
value of inventories.  Inherent in the RIM  calculation are certain  significant
management judgments and estimates including,  among others, merchandise markon,
markups,  and  markdowns,   which  significantly  impact  the  ending  inventory
valuation at cost as well as resulting gross margins.  Management  believes that
the Company's RIM and application of FIFO provides an inventory  valuation which
reasonably approximates cost using a first-in,  first-out assumption and results
in carrying  value at the lower of cost or market.  If actual market  conditions
are less favorable than those projected by management,  additional markdowns may
be required.

     LONG-LIVED  ASSETS - In evaluation of the fair value and future benefits of
long-lived   assets,  the  Company  performs  an  analysis  of  the  anticipated
undiscounted  future net cash flows of the  related  long-lived  assets.  If the
carrying  value of the related asset exceeds the  undiscounted  cash flows,  the
Company  reduces  the  carrying  value to its  fair  value,  which is  generally
calculated using discounted cash flows.  Various factors  including future sales
growth and profit  margins are  included in this  analysis.  To the extent these
future projections or our strategies change, the conclusion regarding impairment
may differ from the Company's current estimates.

     DEFERRED  TAX  VALUATION  ALLOWANCE  -  The  Company  records  a  valuation
allowance  to reduce its  deferred  tax assets to the amount that is more likely
than not to be realized.  The Company has  considered  future taxable income and
ongoing  prudent and feasible tax planning  strategies in assessing the need for
the valuation allowance;  if the Company were to determine that it would be able
to realize its  deferred  tax assets in the future in excess of its net recorded
amount,  an  adjustment to the deferred tax asset would  increase  income in the
period such determination was made. Likewise,  should the Company determine that
it would not be able to realize all or part of our net deferred tax asset in the
future,  an  adjustment  to the deferred tax asset would be charged to income in
the period such determination was made.

     SELF INSURANCE  ACCRUALS - The Company had been  self-insured  for workers'
compensation  liability  claims.  The Company is responsible  for the payment of
claims from prior years.  In estimating the obligation  associated with incurred
losses, the Company utilizes loss development factors. These development factors
utilize historical data to project incurred losses.  Loss estimates are adjusted
based upon actual claims settlements and reported claims.

RESULTS OF OPERATIONS

     The following discussion compares the fiscal years ended February 28, 2004,
March 1, 2003 and March 2, 2002. The fiscal years ended February 28, 2004, March
1, 2003 and March 2, 2002 were each comprised of 52 weeks.

                                       7
<PAGE>


     FISCAL YEAR ENDED  FEBRUARY 28, 2004 (FISCAL 2003)  COMPARED TO FISCAL YEAR
ENDED MARCH 1, 2003 (FISCAL 2002)

     Net sales for the fiscal year ended February 28, 2004 were $275,219,000,  a
decrease of $6,286,000  (2.2%) as compared to net sales of $281,505,000  for the
fiscal year ended March 1, 2003. The decline in sales for fiscal 2003 is largely
attributable  to the two closed stores  amounting to  approximately  $4,344,000,
located in Chicago, IL and Pittsburgh, PA. Comparable store sales decreased 0.8%
for the fiscal  year ended  February  28,  2004,  as compared to the fiscal year
ended March 1, 2003.

     Gross profit for the fiscal year ended February 28, 2004 was  $107,751,000,
a decrease  of  $717,000  (39.2% as a  percentage  of net sales) as  compared to
$108,468,000  (38.5% as a  percentage  of net sales)  for the fiscal  year ended
March 1, 2003.  Although the gross profit  percentage  of net sales  improved in
fiscal 2003 due to lower  markdowns,  the decline in net sales,  as noted above,
accounts for the shortfall in gross profit dollars.

     Selling,  general and administrative  (SG&A) expense was $76,304,000 (27.7%
as a  percentage  of net sales) for the fiscal year ended  February  28, 2004 as
compared to $76,998,000 (27.4% as a percentage of net sales) for the fiscal year
ended  March 1,  2003.  The  decline  in  expenses  for  fiscal  2003 is largely
attributable to the closing of two stores located in Chicago, IL and Pittsburgh,
PA which was  partially  offset by an  increase in union  benefits,  pension and
maintenance and repairs.

     Advertising  expense  for the  fiscal  year  ended  February  28,  2004 was
$8,409,000 (3.1% as a percentage of net sales) as compared to $10,126,000  (3.6%
as a  percentage  of net  sales) for the fiscal  year ended  March 1, 2003.  The
decrease in advertising  expense is largely  attributable to the cancellation of
certain print media advertising in the fourth quarter of this fiscal year.

     Occupancy  costs were  $17,418,000  (6.3% as a percentage of net sales) for
the fiscal year ended  February 28, 2004 as compared to  $17,702,000  (6.3% as a
percentage  of net sales) for the fiscal year ended March 1, 2003.  This decline
is attributable  primarily to the closing of the Pittsburgh,  PA and Chicago, IL
stores which was partially  offset by an increase in occupancy costs of existing
stores.

     Depreciation  and amortization  expense amounted to $10,896,000  (4.0% as a
percentage of net sales) for the fiscal year ended February 28, 2004 as compared
to  $10,908,000  (3.9% as a  percentage  of net sales) for the fiscal year ended
March 1, 2003.

     During fiscal 2002, the Company recorded a store closing cost of $8,000,000
relating to the closing on  September  14, 2002 of its downtown  Chicago  store.
This action was taken by the Company to cut losses  being  incurred at the store
because ongoing  construction at or near the premises,  expected to continue for
several years,  rendered the store "unusable" for a retailer.  The Company had a
potential rent liability of $11,282,000 for the remainder of the nine-year lease
term and the landlord had  commenced an action  relating to the rents  liability
which the  Company was  defending.  The Company  reached a  settlement  with the
landlord in January  2004  resulting  in the  Company  recording  an  additional
$500,000  in closing  costs which were  charged to the fourth  quarter of fiscal
2003 which ended on February 28, 2004.

     Net loss  before  income  taxes was  $5,433,000  for the fiscal  year ended
February 28, 2004 as compared to a net loss of  $13,840,000  for the fiscal year
ended March 1, 2003. This variance is primarily attributable to the recording of
store closing costs of $8,000,000 in fiscal 2002.

     For the fiscal year ended February 28, 2004, the effective  income tax rate
was 13.7% as  compared  to 34.7% for the fiscal  year ended  March 1, 2003.  The
fluctuation  on the effective  income tax rate is due primarily to the recording
of the  valuation  allowance,  prior period  adjustments  and  non-deductibility
officer's life insurance premiums.

     FISCAL YEAR ENDED MARCH 1, 2003 (FISCAL 2002) COMPARED TO FISCAL YEAR ENDED
MARCH 2, 2002 (FISCAL 2001)

     Net sales for the fiscal  year  ended  March 1, 2003 were  $281,505,000,  a
decrease of $6,239,000  (2.2%) as compared to net sales of $287,744,000  for the
fiscal year ended March 2, 2002. The decline in sales for fiscal 2002 is largely
attributable to the five closed stores  amounting to  approximately  $9,850,000,
located in Chicago, IL, Pittsburgh, PA, Sharonville,  OH, Franklin Mills, PA and
Potomac,  VA.  Comparable  store sales  increased 1.1% for the fiscal year ended
March 1, 2003 compared to the fiscal year ended March 2, 2002.

     Gross  profit for the fiscal year ended March 1, 2003 was  $108,468,000,  a
decrease  of  $113,000  (38.5% as a  percentage  of net  sales) as  compared  to
$108,581,000  (37.7% as a  percentage  of net sales)  for the fiscal  year ended
March 2, 2002.  Although the gross profit  percentage  of net sales  improved in
fiscal  2002,  the  decline  in net  sales,  as noted  above,  accounts  for the
shortfall in gross profit dollars.

     Selling,  general and administrative  (SG&A) expense was $76,998,000 (27.4%
as a  percentage  of net  sales)  for the  fiscal  year  ended  March 1, 2003 as
compared to $78,261,000 (27.2% as a percentage of net sales) for the fiscal year
ended March 2, 2002. The reduced expenses in fiscal 2002 is largely attributable
to  the  closing  of  five  stores  located  in  Chicago,  IL,  Pittsburgh,  PA,
Sharonville,  OH, Franklin

                                       8
<PAGE>


Mills,  PA and  Potomac,  VA which was  partially  offset by increases in health
insurance, pension and insurance premiums in the existing stores. SG&A increased
as a  percentage  of  sales  slightly  due  to  some  inefficiencies  associated
operating less stores.

     Advertising expense for the fiscal year ended March 1, 2003 was $10,126,000
(3.6% as a  percentage  of net  sales)  as  compared  to  $8,936,000  (3.1% as a
percentage  of net sales) for the fiscal year ended March 2, 2002.  The increase
in fiscal 2002 compared to fiscal 2001 of $1,190,000 is primarily due to reduced
advertising  in  September  of  fiscal  2001  due to the  terrorist  attacks  of
September  11, 2001 and to increased  direct mail  advertising  expenditures  in
fiscal 2002.

     Occupancy  costs were  $17,702,000  (6.3% as a percentage of net sales) for
the fiscal  year  ended  March 1, 2003 as  compared  to  $18,807,000  (6.5% as a
percentage  of net  sales)  for the  fiscal  year  ended  March 2,  2002.  Total
occupancy costs declined by approximately  $1,105,000 as compared to a year ago.
The  decline is  attributable  to a decrease of  $1,300,000  for the five closed
stores (Chicago,  IL, Pittsburgh,  PA,  Sharonville,  OH, Franklin Mills, PA and
Potomac,  VA) which was  partially  offset by an increase in occupancy  costs of
existing stores.

     Depreciation  and amortization  expense amounted to $10,908,000  (3.9% as a
percentage  of net sales) for the fiscal year ended March 1, 2003 as compared to
$11,520,000  (4.0% as a percentage of net sales) for the fiscal year ended March
2, 2002.

     Other income was recorded by the Company for fiscal 2002 and 2001 amounting
to $1,298,000 and $6,289,000, respectively, as follows:

                                                    FISCAL 2002     FISCAL 2001
                                                    -----------     -----------
Insurance recovery from employee theft               $       --      $3,000,000
Restitution from employee relating to theft             750,000       1,811,000
Insurance recovery on Trinity store loss (9/11)         416,000
Gain on stock due demutualization                            --       1,058,000
Reversal of closed store lease liability                     --         377,000
Wal-Mart penalty on Dallas store purchase               100,000
Other                                                    32,000          43,000
                                                     ----------      ----------
Total                                                $1,298,000      $6,289,000
                                                     ==========      ==========

     During the second  quarter of fiscal  2002,  the  Company  recorded a store
closing cost of $4,000,000 relating to the closing of its downtown Chicago store
which closed  September  14,  2002.  This action was taken by the Company to cut
losses  being  incurred  at the store  due to  construction  at the  neighboring
premises  which will continue  over a two to three year period.  The Company has
estimated and recorded an additional  charge of $4,000,000  for the write off of
capital assets and other  potential  liabilities in the fourth quarter of fiscal
2002.  The  Company  has a  potential  rent  liability  of  $11,282,000  for the
remainder of the nine-year  lease term, and the landlord has commenced an action
relating to the rent liability which the Company is defending.

     The net loss before income taxes was  $13,840,000 for the fiscal year ended
March 1, 2003 as compared to a net loss of $2,559,000  for the fiscal year ended
March 2, 2002.  This  $11,281,000  variance is  attributable to the recording of
store closing  costs of  $8,000,000 in the second and fourth  quarters of fiscal
2002, increased advertising expenses of $1,189,000,  and insurance recoveries of
$4,061,000 and stock due  demutualization  of $1,058,000  recorded during fiscal
2001 and not received  during the current year.  These  decreases were partially
offset by  reductions  to  selling,  general,  and  administrative  expenses  of
$1,261,000, occupancy costs of $1,108,000 and depreciation expense of $612,000.

     For the fiscal year ended March 1, 2003, the effective  income tax rate was
34.7% compared to 9.4% for the fiscal year ended March 2, 2002. The  fluctuation
on the effective  income tax rate is due to the  non-deductibility  of officer's
life insurance premiums.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital at  February  28,  2004 was  $76,205,000,  a  decrease  of
$1,137,000  from  March 1,  2003,  and the ratio of  current  assets to  current
liabilities  was  3.66 to 1 as  compared  to 3.54 to 1 at  March  1,  2003.  The
Company's  continued  efforts to reduce  inventory  levels  and,  in addition to
expenditures  for  treasury  stock  partially  offset by a  reclassification  to
current assets for fixed assets to be sold in the next fiscal year,  contributed
to the decline in working capital.

     Net cash provided by operating  activities  totaled  $6,806,000  for fiscal
2003 as compared to $7,251,000 for fiscal 2002.

     Net cash used in investing  activities  was  $2,326,000  for fiscal 2003 as
compared to  $5,021,000  for fiscal 2002.  Purchases  of property and  equipment
totaled $2,392,000 and $3,116,000 for fiscal years 2003 and 2002,  respectively.
This variance is primarily  attributable  to the purchase  during fiscal 2002 of
the assets of Stanley Blacker, Inc. for $1,905,000.

                                       9
<PAGE>


     Net cash used in financing  activities  was  $2,291,000 for the fiscal year
ended  February  28, 2004 as compared  to  $2,518,000  for the fiscal year ended
March 1, 2003.  This amount  represents  the purchase of the Company's  stock in
fiscal years 2003 and 2002.

     On November 5, 2003, the Company entered into a revolving  credit agreement
with a bank for a line of credit  not to exceed  $20,000,000  through  April 30,
2005. The agreement contains financial  covenants,  with respect to consolidated
tangible  net  worth,   as  defined,   working   capital  and  maximum   capital
expenditures,  including  dividends  (defined  to include  cash  repurchases  of
capital  stock),  as well as other financial  ratios.  Except for funds provided
from this revolving  credit  agreement,  the Company has satisfied its operating
and capital  expenditure  requirements,  including  those for the  operation and
expansion of stores, from internally  generated funds. For the fiscal year ended
February  28,  2004 and  March 1,  2003,  there  were no  borrowings  under  the
revolving  credit  agreement.  At February  28,  2004 and at March 1, 2003,  the
Company had $2,597,266 and $2,754,872,  respectively,  in outstanding letters of
credit. The outstanding letters of credit for the period ended February 28, 2004
are part of the unsecured $20,000,000 line of credit.

     In addition,  the Company has a separate  $10,000,000  credit facility with
another bank available for the issuance of letters of credit for the purchase of
merchandise.  This  agreement may be cancelled at any time by either party.  The
Company is not utilizing this facility.

     The Company has planned capital  expenditures of  approximately  $5,000,000
for the fiscal year ending February 26, 2005.

     The Company's Board of Directors had authorized the repurchase of up to 20%
of its  outstanding  shares of Common Stock at prevailing  market prices through
June 7, 2004.  During the year ended  February 28, 2004,  the Company  purchased
366,300 shares which represented 2.4% of its outstanding  shares at a total cost
of $2,438,000.

     Management believes that existing cash,  internally  generated funds, trade
credit  and  funds  available  from  the  revolving  credit  agreement  will  be
sufficient  for working  capital and capital  expenditure  requirements  for the
fiscal year 2004.

IMPACT OF INFLATION AND CHANGING PRICES

     Although the Company  cannot  accurately  determine  the precise  effect of
inflation on its  operations,  it does not believe  inflation has had a material
effect on sales or results of operations.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

     To  facilitate  an  understanding   of  our  contractual   obligations  and
commercial commitments, the following data is provided:

<TABLE>
<CAPTION>
                                                                     PAYMENTS DUE BY PERIOD
                                    ------------------ ---------------- ----------------- ----------------- -----------------
                                                          Less than                                           More than
                                             Total         1 year          1-3 years         3-5 years         5 years
                                    ------------------ ---------------- ----------------- ----------------- -----------------
<S>                                     <C>              <C>               <C>               <C>               <C>
  CONTRACTUAL OBLIGATIONS
  Employment Agreements                 $ 2,150,000      $  400,000        $   850,000       $  900,000        $    --
                                    ------------------ ---------------- ----------------- ----------------- -----------------
  Operating Leases                       41,878,612       7,825,472         12,845,621        11,702,131         9,505,388
                                    ------------------ ---------------- ----------------- ----------------- -----------------
  Total Contractual Cash
  Obligations                           $44,028,612      $8,225,472        $13,695,621       $12,602,131       $ 9,505,388
                                    ------------------ ---------------- ----------------- ----------------- -----------------
                                    ================== ================ ================= ================= =================

<CAPTION>
                                                            AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                    ------------------ ---------------- ----------------- ----------------- -----------------
  (in thousands of dollars)           Total Amounts        Within                                                After 5
                                        Committed          1 year           2-3 years         4-5 years           Years
                                    ------------------ ---------------- ----------------- ----------------- -----------------
<S>                                     <C>              <C>               <C>               <C>               <C>
  OTHER COMMERCIAL COMMITMENTS
  Lines of Credit                       $    --           $    --               --                --                --
  Letters of Credit                      2,597,266         2,597,266
                                    ------------------ ---------------- ----------------- ----------------- -----------------

  Total Commercial Commitments          $2,597,266        $2,597,266            --                --                --
                                    ================== ================ ================= ================= =================
</TABLE>

OFF BALANCE SHEET ARRANGEMENTS

     The Company has no off-balance  sheet  arrangements (as defined in Item 303
of Regulation S-K).

                                       10
<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

     See Note 1 of the Consolidated  Financial Statements for a full description
of the  Recent  Accounting  Pronouncements  including  the  respective  dates of
adoption and the effects on Results of Operation and Financial Condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company has exposure to interest  rates under its  unsecured  revolving
credit  facility.  Interest on individual  advances is payable  quarterly at the
bank's base rate, except that at the time of advance, the Company has the option
to select an interest rate based upon one of two other alternative calculations,
with such rate to be fixed for a period not to exceed 90 days. The average daily
unused portion is subject to a commitment fee of 0.5 of 1% per annum.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Our financial  statements and supplementary  data required by this Item are
provided in the  financial  statements  of the  Company  included in this Annual
Report on Form 10-K as listed in Item 15(a) of the Annual Report on Form 10-K.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

ITEM 9A.  CONTROLS AND PROCEDURES

     Disclosure  Controls  and  Procedures  -  Based  on the  evaluation  of the
Company's disclosure controls and procedures as of the end of the period covered
by this Annual Report,  each of Marcy Syms, the Chief  Executive  Officer of the
Company, and Antone F. Moreira, the Chief Financial Officer of the Company, have
concluded that the Company's disclosure controls and procedures are effective in
ensuring that information required to be disclosed by the Company in the reports
that it files or submits  under the  Securities  and  Exchange  Act of 1934,  as
amended, is recorded, processed, summarized and reported, within the time period
specified  by  the  Securities  and  Exchange   Commission's  rules  and  forms.
Notwithstanding the foregoing, a control system, no matter how well designed and
operated,  can provide only  reasonable,  not absolute,  assurance  that it will
detect or uncover failures within the Company to disclose  material  information
otherwise required to be set forth in the Company's periodic reports.

     Internal Control Over Financial Reporting - There have not been any changes
in the  Company's  internal  control over  financial  reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
Company's most recently completed fiscal quarter that have materially  affected,
or are reasonably  likely to materially  affect the Company's  internal  control
over financial reporting.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


         The directors and executive officers of the Company are as follows:


                NAME                AGE           TITLE
                ----                ---           -----

Sy Syms (1)(2) ....................  78  Chairman of the Board and
                                         Director of the Company

Marcy Syms (1)(2) .................  53  Chief Executive Officer / President
                                         and Director of the Company

Antone F. Moreira .................  67  Vice President, Chief Financial
                                         Officer, Treasurer,
                                         Assistant Secretary and
                                         Director of the Company

Harvey A. Weinberg (3)(4) .........  66  Director of the Company

David A. Messer (3)(4).............  42  Director of the Company

Wilbur L. Ross, Jr (3) (4).........  66  Director of the Company

                                       11
<PAGE>


                NAME                AGE           TITLE
                ----                ---           -----

Ronald Zindman.....................  54  Executive Vice President -
                                         General Merchandise Manager

Allen Brailsford...................  60  Executive Vice President - Operations

Myra Butensky......................  45  Vice President - Divisional Merchandise
                                         Manager Men's Tailored Clothing

James Donato.......................  48  Vice President - Operations

Elyse Marks........................  51  Vice President - MIS

John Tyzbir........................  50  Vice President - Human Resources


(1)  Member of the Executive Committee of the Company.
(2)  Sy Syms is the father of Marcy Syms.
(3)  Member of the Stock Option - Compensation Committee of the Company.
(4)  Member of the Audit Committee of the Company.

     The members of the Company's  Board of Directors hold office until the next
annual meeting of shareholders  and until their  successors are duly elected and
qualified.  Executive officers are elected annually by the Board of Directors of
the Company and serve at the  pleasure of the Board.  Marcy Syms is the daughter
of Sy Syms.  There are no other family  relationships  between any  directors or
executive  officers of the Company.  None of the organizations  with which these
persons were previously associated is a parent, subsidiary or other affiliate of
the Company except as otherwise set forth.

     SY SYMS has been  Chairman  of the Board,  Chief  Executive  Officer  and a
Director of the Company and/or its  predecessors  since 1959. Mr. Syms was Chief
Operating Officer of the Company from 1983 to 1984. Mr. Syms has been a Director
of Israel Discount Bank of New York since December 1991. On January 22, 1998, Sy
Syms resigned his position as Chief Executive Officer. Since that date, Mr. Syms
has been Chairman of the Board.


     MARCY SYMS has been  President and a Director of the Company since 1983 and
Chief  Operating  Officer of the Company since 1984. On January 22, 1998,  Marcy
Syms was named Chief Executive Officer / President.


     ANTONE  F.  MOREIRA  has been  Vice  President,  Chief  Financial  Officer,
Treasurer and Assistant  Secretary of Syms Corp since May 1997. From 1996 to May
1997, Mr. Moreira was a financial consultant with Equitable Assurance Society, a
financial  services  organization.  From 1990 to 1995, Mr. Moreira was Executive
Vice President and Chief Financial Officer of Stuarts Department Stores, Inc., a
regional discount  department store chain operating in New England.  Mr. Moreira
has been a Director of the Company since May 1997.


     HARVEY A. WEINBERG has been a consultant in various  industries since April
1994.  From April  1992 to April  1994,  he was  President  and Chief  Executive
Officer of HSSI,  Inc.,  a retailer of men's and women's  apparel.  From 1987 to
September 1990, he was Chief Executive Officer and Vice Chairman of the Board of
Directors of Hartmarx  Corporation and from 1990 to September 1992, he served as
Chairman  of the Board of  Hartmarx  Corporation.  He is a trustee  of  Glimcher
Realty  Trust,  a real estate  investment  trust.  He is also a Director of R.G.
Barry Corp. He has been a Director of the Company since December 1992.

     DAVID A. MESSER has been President of Sempra Energy  Trading,  a subsidiary
of Sempra Energy,  Inc. (NYSE:  SRE), since January 1998. Prior to January 1998,
Mr. Messer was President of AIG Trading Corporation,  where he had been employed
since March 1990. He has been a Director of the Company since July 1996.

     WILBUR L. ROSS,  JR. has been a  principal  of W L Ross & Company LLC since
2000. Prior to 2000, Mr. Ross was Managing Director of Rothchild, Inc. from 1976
to 1999.  He was a Director of the Company from 1983 through  March 1999 and was
reappointed Director in October 2000.

     RONALD  ZINDMAN has been  Executive  Vice  President - General  Merchandise
Manager since March 1997. He was Vice President,  General  Merchandise  Manager,
Ladies,  Mens and  Haberdashery  from July 1994 to March 1997.  Previously,  Mr.
Zindman was Vice President - General  Merchandise Manager Ladies from March 1993
to July 1994 and a buyer of men's and  women's  merchandise  from  March 1990 to
March 1993.

                                       12
<PAGE>


     ALLEN  BRAILSFORD has been  Executive Vice President  since April 2001. Mr.
Brailsford  was Vice  President of  Operations of the Company from March 1992 to
March 2001,  and from March 1985 to March 1992, he was Director of  Distribution
of the Company.

     MYRA  BUTENSKY has been Vice  President - Divisional  Merchandise  Manager,
Men's  Tailored  Clothing of the Company since  January  1999.  From May 1998 to
January 1999, Ms.  Butensky was Divisional  Merchandise  Manager,  Ladies of the
Company. From June 1991 to April 1998, Ms. Butensky was a ladies buyer. Prior to
joining the Company in 1991, Ms. Butensky was a buyer with Popular Trading Club,
Inc, and also spent 10 years with Macy's in a number of buying positions.

     JAMES DONATO has been Vice  President of  Operations  of the Company  since
April 2001.  From November 1997 to March 2001 he was Director of Store  Planning
of the Company.  Prior to November 1997, Mr. Donato was in store management as a
District Manager and Store Manager of the Company.

     ELYSE MARKS has been Vice President of MIS of the Company since April 2001.
From  November  1999 to March 2001 Ms. Marks was Director of MIS of the Company.
From  January  1998 to  November  1999,  Ms.  Marks was manager of MIS and store
systems of the Company.  From 1983 to 1987, she was also in store management for
the Company.

     JOHN TYZBIR has been Vice President - Human  Resources of the Company since
April 1999.  From January 1995 to October 1997, Mr. Tyzbir was Director of Human
Resources  of Zallie  Supermarkets  Corp.  From June 1991 to January  1995,  Mr.
Tyzbir was Director of Human Resources and Planning of Carson Pirie Scott Inc.

In accordance with General Instruction G(3) of the General  Instructions to Form
10-K,  the other  information  called for by Item 10 is omitted from this Annual
Report and is incorporated by reference to the definitive  Proxy Statement to be
filed by the  Company  pursuant  to  Regulation  14A of the  General  Rules  and
Regulations  under the  Securities  Exchange Act of 1934, as amended,  which the
Company will file not later than 120 days after  February  28, 2004,  the end of
the fiscal year covered by this Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

     In accordance with General Instruction G(3) of the General  Instructions to
Form 10-K,  the  information  called for by Item 11 is omitted  from this Annual
Report and is incorporated by reference to the definitive  Proxy Statement to be
filed by the  Company  pursuant  to  Regulation  14A of the  General  Rules  and
Regulations  under the  Securities  Exchange Act of 1934, as amended,  which the
Company will file not later than 120 days after  February  28, 2004,  the end of
the fiscal year covered by this report.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth  equity  compensation  plan  information  as of
February 28, 2004:


-------------------------- -----------------------------------------------------
                                   EQUITY COMPENSATION PLAN INFORMATION
-------------------------- -----------------------------------------------------
                           Number of                            Number of
                           securities                          securities
                             to be                         remaining available
                          issued upon   Weighted-average   for future issuance
                          exercise of    exercise price        under equity
                          outstanding    of outstanding     compensation plans
                            options,        options             (excluding
                            warrants        warrants       securities reflected
Plan Category              and rights      and rights         in column (a))
-------------            ------------- ------------------ ----------------------
                              (a)             (b)                 (c)
----------------------   ------------- ------------------ ----------------------
Equity compensation
plans approved by
security holders.....       887,650          $7.13              336,260
----------------------   ------------- ------------------ ----------------------
Equity compensation
plans not approved by
security holders......        N/A             N/A                 N/A
----------------------   ------------- ------------------ ----------------------
Total.................      887,650          $7.13              336,260
----------------------   ------------- ------------------ ----------------------

     In accordance with General Instruction G(3) of the General  Instructions to
Form 10-K,  the other  information  called  for by Item 12 is omitted  from this
Annual Report and is incorporated by reference to the definitive Proxy Statement
to be filed by the Company  pursuant to Regulation  14A of the General Rules and
Regulations  under the  Securities  Exchange Act of 1934, as amended,  which the
Company will file not later than 120 days after  February  28, 2004,  the end of
the fiscal year covered by this Annual Report.

                                       13
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In accordance with General Instruction G(3) of the General  Instructions to
Form 10-K,  the  information  called for by Item 13 is omitted  from this Annual
Report and is incorporated by reference to the definitive  Proxy Statement to be
filed by the  Company  pursuant  to  Regulation  14A of the  General  Rules  and
Regulations  under the  Securities  Exchange Act of 1934, as amended,  which the
Company  will file not later than 120 days after  March 1, 2003,  the end of the
fiscal year covered by this Annual Report.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     In accordance with General Instruction G(3) of the General  Instructions to
Form 10-K,  the  information  called for by Item 14 is omitted  from this Annual
Report and is incorporated by reference to the definitive  Proxy Statement to be
filed by the  Company  pursuant  to  Regulation  14A of the  General  Rules  and
Regulations  under the  Securities  Exchange Act of 1934, as amended,  which the
Company will file not later than 120 days after  February  28, 2004,  the end of
the fiscal year covered by this Annual Report.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                                                                     PAGE NUMBER
(a)(1)   Financial Statements:

Report of Independent Certified Public Accountants, BDO Seidman, LLP........ F-1
Independent Auditors' Report, Deloitte & Touche, LLP........................ F-2
Consolidated Balance Sheets ................................................ F-3
Consolidated Statements of Operations ...................................... F-4
Consolidated Statements of Shareholders' Equity ............................ F-5
Consolidated Statements of Cash Flows ...................................... F-6
Notes to Consolidated Financial Statements ................................. F-7

(a)(2) Financial Statement Schedules:

     All schedules are omitted because they are not applicable, or not required,
or because the required  information is included in the  consolidated  financial
statements or notes thereto.

(a)(3)   List of Exhibits:

     The following  exhibits which are marked with an asterisk are filed as part
of this Annual Report and the other exhibits set forth below are incorporated by
reference (utilizing the same exhibit numbers, except as stated otherwise below)
from (i) the Company's  Registration  Statement on Form S-1 under the Securities
Act of 1933  (Registration  No.  2-85554)  filed  August  2,  1983 and  declared
effective  September 23, 1983 or (ii) where indicated,  the Company's reports on
Form 8-K, Form 10-Q or Form 10-K or the Company's  Proxy  Statement  (Commission
File No. 1-8564).  Management  contracts or  compensatory  plans or arrangements
required to be filed as exhibits are identified by a (+).

3.1      Certificate of Incorporation of  Syms Corp, as amended

3.2      By-laws of Syms Corp

4.1      Specimen Certificate of Common stock

10.3     Elmsford (White Plains), New York Leased Premises
         10.3a    Lease, June 21, 1977
         10.3b    Lease Modification, December 28, 1978
         10.3c    Lease Modification, July 26, 1983
         10.3d    Consent, July 29, 1983
         10.3e    Parking Area Lease No. 1, July 29, 1969
         10.3f    Parking Area Sublease No. 1, November 29, 1974
         10.3g    Parking Area Lease No. 2, June 23, 1969
         10.3h    Parking Area Sublease No. 2, November 29, 1974
         10.3i    Assignment and Assumption, July 29, 1983
         10.3j    Third Lease Modification Agreement, December 1, 2002

10.4     Ground Lease at One Emerson Lane, Township of Secaucus,  Hudson County,
         New Jersey  Assignment  and  Assumption of Ground  Lease,  dated May 8,
         1986, to Registrant (exhibit 28.1 to 8-K Report dated May 1986)

10.21+   Syms Corp 1983 Incentive Stock Option and Appreciation  Plan as Amended
         and  Restated  (Exhibit A to  Company's  Proxy  Statement  for the 1993
         Annual Meeting of Shareholders)

                                       14
<PAGE>


10.32    Revolving  Credit  Agreement  dated as of December 1, 1993 between Syms
         Corp and Summit  Bank  (successor  to United  Jersey  Bank) (8-K Report
         dated December 7, 1993)

10.33    Form of Indemnification  Agreement between Registrant and Directors and
         Executive Officers of the Registrant (10-K Report for fiscal year ended
         March 2, 1996)

10.35+   Employment  Agreement  dated  November  1, 1996  between  Syms Corp and
         Ronald Zindman (10-K Report for fiscal year ended March 1, 1997)

10.36+   Stock Option  Certificate  for Ronald  Zindman  (10-K Report for fiscal
         year ended March 1, 1997)

10.38    First Amendment to Revolving Credit Agreement, dated November 24, 1997,
         between Syms Corp and Summit  Bank.  (10-K Report for fiscal year ended
         February 28, 1998)

10.39    Credit Program Agreement,  dated January 27, 2000 between Syms Corp and
         Conseco  Finance  Corp (10K Report for fiscal year ended  February  26,
         2000)

10.40    Second  Amendment to Revolving  Credit  Agreement,  dated as of May 27,
         2000,  between Syms Corp and Fleet  National Bank  (successor to Summit
         Bank) (10-Q Report for quarter ended May 27, 2000)

10.41+   Amendment  to the  Amended  and  Restated  Incentive  Stock  Option and
         Appreciation (10-Q Report for quarter ended November 25, 2000)

10.42    Third Amendment to Revolving  Credit  Agreement,  dated as November 24,
         2000,  between Syms Corp and Fleet  National Bank  (successor to Summit
         Bank) (10-K Report for fiscal year ended March 3, 2001)

10.43    Fourth  Amendment to  Revolving  Credit  Agreement,  dated as of May 4,
         2001, between Syms Corp and Fleet National Bank (10-K Report for fiscal
         year ended March 3, 2001)

10.45    Fifth Amendment to Revolving  Credit Agreement dated as of May 3, 2002,
         between Syms Corp and Fleet National Bank

10.46    Agreement and Plan of Reorganization,  dated as of May 1, 2002, between
         Stanley Blacker, Inc. and Syms Corp

10.47    Sixth Amendment to Revolving Credit  Agreement,  dated as of August 19,
         2002, between Syms Corp and Fleet National Bank (10-Q Report for fiscal
         quarter ended August 31, 2002)

10.48+   Amendment to Syms Corp Amended and Restated  Incentive Stock Option and
         Appreciation  Plan (10-Q  Report for fiscal  quarter  ended  August 30,
         2003)

10.49    Seventh Amendment to Revolving Credit Agreement and Second Amendment to
         Promissory Note, dated as of July 23, 2003, between Syms Corp and Fleet
         National Bank (10-Q Report for fiscal quarter ended August 30, 2003)

10.50    Loan  Agreement,  dated as of November 5, 2003,  between  Syms Corp and
         Israel  Discount Bank of New York (10-Q Report for fiscal quarter ended
         November 29, 2003)

21*  List of Subsidiaries of the Company

23.1*    Consent of BDO Seidman, LLP

23.2*    Consent of Deloitte & Touche LLP

31.1*    Certification  of Chief  Executive  Officer  pursuant to Rule 13a-14(a)
         under the Securities  and Exchange Act of 1934, as adopted  pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

31.2*    Certification  of Chief  Financial  Officer  pursuant to Rule 13a-14(a)
         under the Securities  and Exchange Act of 1934, as adopted  pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

32.1*    Certification  of Chief  Executive  Officer  pursuant to Rule 13a-14(b)
         under the  Securities  and Exchange Act of 1934 and  18.U.S.C.  Section
         1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002

32.2*    Certification  of Chief  Financial  Officer  pursuant to Rule 13a-14(b)
         under the  Securities  and Exchange Act of 1934 and  18.U.S.C.  Section
         1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002

(b)      Reports on Form 8-K:

         On December 23, 2003,  the Company  filed a Report on Form 8-K pursuant
         to Items 7 and 12 of such Form  regarding its results of operations for
         the quarter ended November 29, 2003

                                       15
<PAGE>


                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                    SYMS CORP

                                    By: /s/ Marcy Syms
                                        ---------------------
                                        Marcy Syms
                                        Chief Executive Officer / President

                                    Date: May 20, 2004

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Annual  Report has been signed below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE                                 TITLE                        DATE
---------                                 -----                        ----


/s/ Sy Syms                  Chairman of the Board                  May 20, 2004
------------------------     and Director
Sy Syms


/s/ Marcy Syms               Chief Executive Officer/President      May 20, 2004
------------------------     and Director
 Marcy Syms                  (Principal executive officer)


/s/ Antone F. Moreira        Vice President, Chief Financial        May 20, 2004
------------------------     Officer, Assistant Secretary and
Antone F. Moreira            Director (Principal financial
                             and accounting officer)


/s/ Harvey A. Weinberg       Director                               May 20, 2004
------------------------
Harvey A. Weinberg

/s/ David A. Messer          Director                               May 20, 2004
------------------------
David A. Messer


/s/ Wilbur L. Ross, Jr.      Director                               May 20, 2004
------------------------
Wilbur L. Ross, Jr.


                                       16
<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Shareholders and Board of Directors
Syms Corp
Secaucus, New Jersey


We have audited the  accompanying  consolidated  balance  sheet of Syms Corp and
subsidiaries as of February 28, 2004 and the related consolidated  statements of
operations,  shareholders'  equity and cash flows for the year then ended. These
financial  statements  are the  responsibility  of Syms Corp's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Syms Corp and
subsidiaries  as of February  28, 2004 and the results of their  operations  and
their  cash  flows  for the year  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.




New York, New York                                       /s/ BDO Seidman, LLP
April 16, 2004                                               BDO Seidman, LLP


                                       F-1
<PAGE>


INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Shareholders
Syms Corp
Secaucus, New Jersey

We have audited the  accompanying  consolidated  balance  sheet of Syms Corp and
Subsidiaries  as of March 1, 2003,  and the related  consolidated  statements of
operations,  shareholders'  equity,  and cash flows for each of the two years in
the  period  ended  March  1,  2003.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial  position of Syms Corp and Subsidiaries as of
March 1, 2003 and the results of their  operations and their cash flows for each
of the two  years  in the  period  ended  March  1,  2003,  in  conformity  with
accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
Parsippany, New Jersey


April 24, 2003










                                       F-2
<PAGE>


SYMS CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                      FEBRUARY 28,     MARCH 1,
                                                          2004           2003
                                                        --------       --------
     ASSETS

     CURRENT ASSETS:
       Cash and cash equivalents                        $ 21,386       $ 19,197
       Merchandise inventories                            69,226         78,151
       Deferred income taxes                               3,627          4,143
       Assets held for sale                                4,495             --
       Prepaid expenses and other current assets           6,173          6,280
                                                        --------       --------
                   Total current assets                  104,907        107,771


     PROPERTY AND EQUIPMENT - NET                        123,757        135,460

     DEFERRED INCOME TAXES                                11,094          9,397

     OTHER ASSETS                                         13,980          9,845
                                                        --------       --------


     TOTAL ASSETS                                       $253,738       $262,473
                                                        ========       ========


     LIABILITIES AND SHAREHOLDERS' EQUITY

     CURRENT LIABILITIES:
       Accounts payable                                 $ 16,154       $ 12,639
       Accrued expenses                                    7,714         12,099
       Accrued insurance                                   1,264          2,339
       Obligation to customers                             3,570          3,352
                                                        --------       --------
                   Total current liabilities              28,702         30,429


     OTHER LONG TERM LIABILITIES                           1,862          1,891

     COMMITMENTS AND CONTINGENCIES

     SHAREHOLDERS' EQUITY:
       Preferred stock, par value $100 per share -
       authorized 1,000 shares; none outstanding              --             --
       Common stock, par value $0.05 per share -
       authorized 30,000 shares; 15,092 shares
       outstanding as of February 28, 2004 (net
       2,879 treasury shares) and 15,435 shares
       outstanding as of March 1, 2003
       (net of 2,513 treasury shares)                        755            772
       Additional paid-in capital                         14,239         14,093
       Treasury stock                                    (23,993)       (21,573)
       Retained earnings                                 232,173        236,861
                                                        --------       --------

                   Total shareholders' equity            223,174        230,153
                                                        --------       --------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $253,738       $262,473
                                                        ========       ========

     See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>


SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                    FISCAL YEAR ENDED
                                         --------------------------------------
                                         FEBRUARY 28,    MARCH 1,      MARCH 2,
                                             2004          2003          2002
                                         ------------    --------      --------


NET SALES                                  $275,219      $281,505      $287,744
Cost of goods sold                          167,468       173,037       179,163
                                           --------      --------      --------
Gross profit                                107,751       108,468       108,581

EXPENSES
Selling, general and administrative          76,304        76,998        78,261
Advertising                                   8,409        10,126         8,936
Occupancy                                    17,418        17,702        18,807
Depreciation and amortization                10,896        10,908        11,520
Other income                                   (368)       (1,298)       (6,289)
Special charges                                 500         8,000            --
                                           --------      --------      --------

Loss from operations                         (5,408)      (13,968)       (2,654)
Interest expense (income) net                    25          (128)          (95)
                                           --------      --------      --------
Loss before income taxes                     (5,433)      (13,840)       (2,559)
Benefit for income taxes                       (745)       (4,805)         (240)
                                           --------      --------      --------

NET LOSS                                   $ (4,688)     $ (9,035)     $ (2,319)
                                           ========      ========      ========

Net Loss Per Share - basic and diluted     $  (0.31)     $  (0.58)     $  (0.15)
                                           ========      ========      ========

Weighted Average Shares Outstanding          15,285        15,661        15,741
                                           ========      ========      ========



See Notes to Consolidated Financial Statements


                                      F-4
<PAGE>


SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      Additional
                                   Common Stock         Paid-in     Treasury       Retained
                                Shares      Amount      Capital       Stock        Earnings        Total
                                -------      -----      -------     --------      ---------      ---------
<S>                              <C>         <C>        <C>         <C>           <C>            <C>
BALANCE AS OF
  MARCH 3, 2001                  15,760        788       13,752      (18,821)       248,216        243,935

Exercise of options                   1         --            8           --             --              8

Stock buyback                       (24)        (1)          --         (166)            --           (167)

Net loss                             --         --           --           --         (2,319)        (2,319)
                                -------      -----      -------     --------      ---------      ---------

BALANCE AS OF
  MARCH 2, 2002                  15,737        787       13,760      (18,987)       245,897        241,457

Exercise of stock options            15          1           85           --             --             86

Issuance of stock for
Stanley Blacker acquisition          44          2          248           --             --            250

 Stock buyback                     (361)       (18)          --       (2,586)            --         (2,604)

 Net loss                            --         --           --           --         (9,035)        (9,035)
                                -------      -----      -------     --------      ---------      ---------

BALANCE AS OF
  MARCH 1, 2003                  15,435        772       14,093      (21,573)       236,861        230,153

Exercise of options                  23          1          146            0              0            147

Stock buyback                      (366)       (18)          --       (2,420)            --         (2,438)

Net loss                             --         --           --           --         (4,688)        (4,688)
                                -------      -----      -------     --------      ---------      ---------

BALANCE AS OF
  FEBRUARY 28, 2004              15,092      $ 755      $14,239     $(23,993)     $ 232,173      $ 223,174
                                =======      =====      =======     ========      =========      =========
</TABLE>


See Notes to Consolidated Financial Statements


                                      F-5
<PAGE>


SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
(IN THOUSANDS)

                                                      FISCAL YEAR ENDED
                                              ---------------------------------
                                              February 28,  March 1,   March 2,
                                                  2004        2003       2002
                                              ------------  --------   --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                          $(4,688)   $(9,035)   $(2,319)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization                      10,896     10,908     11,520
Deferred income taxes                              (1,181)    (2,634)       353
Loss (gain) on sale of property and equipment         394         --       (133)
Fixed asset impairment                                 --      3,933         --
(Increase) decrease in operating assets:
  Merchandise inventories                           8,925      8,659     12,376
  Prepaid expenses and other current assets           107       (105)    (1,833)
  Other assets                                     (5,891)    (1,726)    (1,924)
Increase (decrease) in operating liabilities:
  Accounts payable                                  3,515     (5,260)     1,414
  Accrued expenses                                 (5,460)     2,449        829
  Obligations to customers                            218        289        153
  Other long term liabilities                         (29)      (227)      (291)
                                                  -------    -------    -------
      Net cash provided by operating activities     6,806      7,251     20,145
                                                  -------    -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Stanley Blacker, Inc.                   --     (1,905)        --
Purchase of property and equipment                 (2,392)    (3,116)    (7,990)
Proceeds from sale of property and equipment           66         --          5
                                                  -------    -------    -------
      Net cash used in investing activities        (2,326)    (5,021)    (7,985)
                                                  -------    -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury shares                        (2,438)    (2,604)      (167)
Exercise of options                                   147         86          7
                                                  -------    -------    -------
      Net cash used in financing activities        (2,291)    (2,518)      (160)
                                                  -------    -------    -------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                  2,189       (288)    12,000
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     19,197     19,485      7,485
                                                  -------    -------    -------
CASH AND CASH EQUIVALENTS, END OF PERIOD          $21,386    $19,197    $19,485
                                                  =======    =======    =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest                                        $   272    $   374    $   299
                                                  =======    =======    =======
  Income taxes paid, net of refunds               $ 4,267    $    --    $ 3,127
                                                  =======    =======    =======
  Stanley Blacker, Inc. acquisition financed
    through stock issuance                        $    --    $   250    $    --
                                                  =======    =======    =======

See Notes to Consolidated Financial Statements

                                      F-6
<PAGE>


SYMS CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED FEBRUARY 28, 2004, MARCH 1, 2003 AND MARCH 2, 2002
--------------------------------------------------------------------------------

NOTE 1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   PRINCIPAL  BUSINESS - Syms Corp and subsidiaries (the "Company")  operate a
     chain of 40 "off-price"  retail stores located throughout the United States
     in the  Northeastern  and  Middle  Atlantic  regions  and  in the  Midwest,
     Southeast  and  Southwest.  Each Syms store  offers a broad  range of first
     quality,  in-season  merchandise bearing nationally  recognized designer or
     brand-name labels for men, women and children.

b.   PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the  accounts  of  the  Company  and  its  wholly-owned  subsidiaries.  All
     significant intercompany accounts and transactions have been eliminated.

c.   ACCOUNTING PERIOD - The fiscal years ended February 28, 2004, March 1, 2003
     and March 2, 2002 were comprised of 52 weeks.

d.   CASH AND CASH EQUIVALENTS - Syms Corp considers credit card receivables and
     all  short-term  investments  with an original  maturity of three months or
     less as cash equivalents.

e.   MERCHANDISE  INVENTORIES - Merchandise  inventories are stated at the lower
     of cost or market on a first-in  first- out (FIFO) basis,  as determined by
     the retail inventory method.

f.   PROPERTY  AND  EQUIPMENT  -  Property  and  equipment  are  stated at cost.
     Depreciation   and   amortization   are   principally   determined  by  the
     straight-line method over the following estimated useful lives:

     Buildings and improvements     15 - 39 years
     Machinery and equipment        4 - 7 years
     Furniture and fixtures         7 - 10 years
     Leasehold improvements         Lesser of life of the asset or life of lease

g.   IMPAIRMENT  OF  LONG-LIVED  ASSETS  -  The  Company   periodically  reviews
     long-lived  assets for  impairment  whenever  changes in the  circumstances
     indicate  that  the  carrying  amount  of  the  assets  may  not  be  fully
     recoverable.   The  Company  considers  relevant  cash  flow,  management's
     strategic plans, significant decreases in the market value of the asset and
     other available  information in assessing whether the carrying value of the
     assets can be recovered.  When such events occur,  the Company compares the
     carrying  amount of the assets to  undiscounted  expected future cash flows
     from the use and  eventual  disposition  of the asset.  If this  comparison
     indicates an impairment,  the carrying amount would then be compared to the
     fair value of the long-lived asset. An impairment loss would be measured as
     the amount by which the carrying value of the long-lived  asset exceeds its
     fair value. The difference would be recorded as an impairment of assets.

h.   INCOME TAXES - Deferred income taxes reflect the future tax consequences of
     differences  between  the tax bases of  assets  and  liabilities  and their
     financial reporting amounts at year end.

i.   OBLIGATION TO CUSTOMERS - Obligations to customers represent credits issued
     for returned merchandise as well as gift certificates.

                                      F-7
<PAGE>


j.   USE OF ESTIMATES - The  preparation  of financial  statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America  requires  management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     Significant   estimates   include   inventory   provision,   sales  return,
     self-insurance  accruals and lives of  long-lived  assets.  Actual  results
     could differ from those estimates.

k.   REVENUE  RECOGNITION  -  The Company  recognizes  revenue  at the "point of
     sale".  Allowance for sales returns is recorded as a component of net sales
     in the period in which the related sales are recorded.

l.   COMPREHENSIVE  INCOME - Comprehensive income is equivalent to the Company's
     net income for fiscal years 2003, 2002 and 2001.

m.   SEGMENT REPORTING - Statement of Financial  Accounting Standards (SFAS) No.
     131,  "Disclosures about Segments of an Enterprise and Related Information"
     establishes standards for reporting information about a company's operating
     segments.  It also  establishes  standards  for related  disclosures  about
     products and services,  geographic areas and major  customers.  The Company
     operates in a single operating  segment - the operation of retail off-price
     stores.  Revenues  from  external  customers  are derived from  merchandise
     sales. The Company's merchandise sales mix by product category for the last
     three fiscal years was as follows:

                                                             FISCAL YEAR
                                                         --------------------
                                                         2003    2002    2001
                                                         ----    ----    ----

     Men's tailored clothes and haberdashery               52%     52%     51%
     Women's dresses, suits, separates and accessories     30%     30%     31%
     Shoes                                                  8%      7%      7%
     Children's wear                                        7%      8%      8%
     Luggage, domestics and fragrances                      3%      3%      3%
                                                          ---     ---     ---
                                                          100%    100%    100%

     The Company does not rely on any major customers as a source of revenue.

n.   COMPUTER  SOFTWARE  COSTS - The  Company  capitalizes  the cost of software
     developed or purchased for internal use.

o.   OTHER ASSETS - Other assets  include  $13,521,000  and  $9,497,000  of cash
     surrender value of officer's life  insurance,  and $459,000 and $349,000 of
     other miscellaneous assets such as security deposits, step rent receivables
     and  deferred  lease  acquisition  costs at February  28, 2004 and March 1,
     2003, respectively.

p.   ADVERTISING  COSTS - Advertising  and sales promotion costs are expensed at
     the time the advertising occurs. Advertising and sales promotion costs were
     $8,409,000,   $10,126,000   and   $8,936,000   in  2003,   2002  and  2001,
     respectively.

q.   ACCOUNTING  FOR  STOCK-BASED  COMPENSATION  -  The  Company  complies  with
     Statement  of  Financial  Accounting  Standards  No.  123  "Accounting  for
     Stock-Based  Compensation"  ("SFAS No. 123"). This statement defines a fair
     value based method whereby  compensation cost is measured at the grant date
     based on the fair  value of the award and is  recognized  over the  service
     period,  which is usually the vesting period. Under SFAS No. 123,

                                      F-8
<PAGE>


     companies are  encouraged,  but are not  required,  to adopt the fair value
     method of accounting  for employee  stock-based  transactions.  The Company
     accounts for such  transactions  under Accounting  Principles Board Opinion
     No. 25,  ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES,  but discloses pro forma
     net  loss as if the  Company  had  applied  the  SFAS  No.  123  method  of
     accounting.

     Pro forma information,  assuming the Company had accounted for its employee
     stock options  granted  under the fair value method  prescribed by SFAS No.
     123, as amended by Financial  Accounting Standards Board Statement No. 148,
     "Accounting for Stock Based  Compensation - Transition and  Disclosure,  an
     Amendment of FASB Statement No. 123" is presented  below. The fair value of
     each  option  grant  is  estimated  on the  date of each  grant  using  the
     Black-Scholes  option-pricing model. There were no stock options granted in
     fiscal 2003, 2002 and 2001. The fair value  generated by the  Black-Scholes
     model may not be  indicative  of the future  benefit,  if any,  that may be
     received by the option holder.

                                               2003        2002        2001
                                             -------     -------     -------

     Net loss as reported                    ($4,688)    ($9,035)    ($2,319)

       Less stock option expense using
         fair value method                     ($484)      ($181)      ($188)

     Pro forma net loss                      ($5,172)    ($9,216)    ($2,507)

     Net loss per share basic and diluted
       as reported                             ($.31)      ($.58)      ($.15)

     Net loss per share basic and diluted
       pro forma                               ($.34)      ($.59)      ($.16)


This pro forma  information may not be representative of the amounts to expected
in future years as the fair value method of  accounting  prescribed  by SFAS No.
123 has not been applied to options granted prior to fiscal 1996.

RECENT ACCOUNTING PRONOUNCEMENTS

          In November 2002, the Financial  Accounting  Standards  Board ("FASB")
issued   Interpretation   No.  45,   "Guarantor's   Accounting   and  Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others"("FIN  45").  FIN 45 requires the  recognition of a liability for certain
guarantee  obligations  issued or modified  after  December  31,  2002.  It also
clarifies  disclosure  requirements  to  be  made  by a  guarantor  for  certain
guarantees.  The  disclosure  provisions  of FIN 45 became  effective for fiscal
years ending after  December 15, 2002. The adoption of FIN 45 did not effect the
Company's consolidated financial statements.

          In January 2003, the FASB issued  Interpretation No. 46, Consolidation
of Variable  Interest  Entities.  The  objective  of this  interpretation  is to
provide  guidance  on how to  identify a variable  interest  entity  ("VIE") and
determine when the assets,  liabilities,  non-controlling interests, and results
of operations of a VIE need to be included in a company's consolidated financial
statements.  A company that holds  variable  interests in an entity will need to
consolidate  the entity if the  company's  interest  in the VIE is such that the
company will absorb a majority of the VIE's  expected  losses  and/or  receive a
majority  of  the   entity's   expected   residual   returns,   if  they  occur.
Interpretation   No.  46  also  requires   additional   disclosures  by  primary
beneficiaries and other significant variable interest holders. In December 2003,
the FASB completed  deliberations of proposed  modifications to FIN 46 ("Revised
Interpretations")  resulting in multiple  effective dates based on the nature as
well as the creation date of the VIE.  VIE's created after January 31, 2003, but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the  Company's  first

                                      F-9
<PAGE>


quarter of fiscal 2004.  VIE's  created  after January 1, 2004 must be accounted
for  under the  Revised  Interpretations.  Special  Purpose  Entities  ("SPE's")
created  prior to February 1, 2003 may be  accounted  for under the  original or
revised interpretation's provisions no later than the Company's first quarter of
fiscal 2004.  Non-SPE's  created prior to February 1, 2003,  should be accounted
for under the revised  interpretation's  provisions  no later than the Company's
first  quarter of fiscal  2004.  The Company has not entered  into any  material
arrangements with VIE's created after January 31, 2003. The Company is currently
evaluating  the effect that the  adoption of FIN 46 for VIE's  created  prior to
February 1, 2003 will have on its results of operations and financial condition.


          In February  2003, the Emerging  Issues Task Force ("EITF")  addressed
EITF  Statement  No. 02-16 ("EITF  02-16"),  "Accounting  by a Reseller for Cash
Consideration  Received From a Vendor." EITF 02-16 provides  accounting guidance
on how a reseller should  characterize  consideration given by a vendor and when
to recognize and how to measure that consideration in its income statement. EITF
02-16 is effective for all agreements  entered into after December 31, 2002. The
Company  evaluated  the  provisions  of EITF  02-16  and  determined  that  this
statement  did  not  have  a  material  effect  on  its  consolidated  financial
statements.

          In May 2003,  the FASB  issued  Statement  No.  150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity" ("SFAS 150").  SFAS 150 improves the  accounting  for certain  financial
instruments that, under previous guidance,  issuers could account for as equity.
The new Statement  requires that those  instruments be classified as liabilities
in statements of financial position.  The adoption of the provisions of SFAS 150
did  not  have a  material  impact  on our  financial  position  or  results  of
operations.

NOTE 2  -  PROPERTY AND EQUIPMENT

Property and equipment consists of:

                                                        FEBRUARY 28,   MARCH  1,
                                                            2004         2003
                                                        -----------    ---------
                                                             (IN THOUSANDS)

      Land                                               $  40,360     $  44,855
      Buildings and building improvements                  120,889       120,192
      Leasehold and leasehold improvements                  34,820        34,733
      Machinery and equipment                               33,146        33,197
      Furniture and fixtures                                22,044        20,136
      Construction in progress                               2,521         2,434
                                                         ---------     ---------

                                                           253,780       255,547

      Less accumulated depreciation and amortization       130,023       120,087
                                                         ---------     ---------

                                                         $ 123,757     $ 135,460
                                                         =========     =========

Included in assets held for sale is  property  that the Company  intends to sell
(property located in Roseland, New Jersey and North Kendall,  Ohio). The Company
presently  has  contracts  to sell both  properties  at amounts in excess of its
carrying value.  Such assets have carrying value of approximately  $4,494,664 as
of February 28, 2004.

                                      F-10
<PAGE>


NOTE 3  -  INCOME TAXES

The benefit for income taxes is as follows:

                                                     FISCAL YEAR ENDED
                                         --------------------------------------
                                         FEBRUARY 28,     MARCH 1,      MARCH 2,
                                              2004           2003         2002
                                         -----------      -------       -------
                                                      (In thousands)

     Current:
       Federal                             $    --        $    --        $(593)
       State                                   436            429           --
                                           -------        -------        -----
                                               436            429         (593)
                                           -------        -------        -----

     Deferred:
       Federal                                (279)        (4,081)         318
        State                                 (902)        (1,154)          35
                                           -------        -------        -----
                                            (1,181)        (5,233)         353
                                           -------        -------        -----
                                           $  (745)       $(4,805)       $(240)
                                           =======        =======        =====



The following is a  reconciliation  of income taxes computed at the U.S. Federal
statutory rate to the provision for income taxes:

                                                     FISCAL YEAR ENDED
                                          -------------------------------------
                                          FEBRUARY 28,    MARCH 1,     MARCH 2,
                                              2004         2003         2002
                                          -----------     -------      -------

Statutory Federal income tax rate             (35.0%)      (35.0%)      (35.0%)
State taxes, net of Federal income
  tax benefits                                 (5.6%)       (5.3%)       (0.1%)
Officers' life insurance                        9.3%         5.5%        26.2%
Additional deferred tax assets purchased      (12.0%)         --           --
Other                                           2.0%         0.1%         (.5)
Valuation allowance                            27.6%          --           --
                                             ------       ------       ------
Effective income tax rate                     (13.7%)      (34.7%)       (9.4%)
                                             ======       ======       ======


                                      F-11
<PAGE>


The  composition  of the  Company's  deferred tax assets and  liabilities  is as
follows:

                                                         FISCAL YEAR ENDED
                                                   -----------------------------
                                                    February 28,     March 1,
                                                       2004            2003
                                                   -------------   -------------
                                                   (In thousands) (In thousands)
Deferred tax assets:
  Capitalization of inventory costs                    $  1,156      $ 1,286
  Accrued pension costs                                     151           --
  Reserves not currently deductible for tax purposes      3,196        4,417
  Net operating losses                                    8,524        6,331
  Depreciation                                            2,525          822
  Step Rent                                                 632          649
  Other                                                      36           35
                                                       --------      -------
  Deferred tax assets before valuation allowance         16,220       13,540
  Valuation allowance                                    (1,500)          --
                                                       --------      -------
  Net deferred  tax assets                             $ 14,720      $13,540
                                                       ========      =======

  Current deferred tax asset                           $  3,627      $ 4,143
  Long term deferred tax asset                           11,094        9,397
                                                       --------      -------
  Total                                                $ 14,720      $13,540
                                                       ========      =======

At February 28, 2004, the Company had federal and state net operating loss carry
forwards of $16,210,397 and  $57,009,697,  respectively.  The Company recorded a
valuation  allowance in the amount of  $1,500,000  with regard to net  operating
loss carry  forwards  expiring in the next two years.  The  valuation  allowance
relates to in part to additional net operating loss carry forwards identified in
2003  relating to the Stanley  Blacker  acquisition.  The federal net  operating
losses expire in years through 2024.  The state net operating  losses will begin
to expire in 2006.

Based on  management's  assessment  it is more likely than not that deferred tax
assets will be realized by future taxable income or tax planning strategies.

NOTE 4  -  BANK CREDIT FACILITIES

On November 5, 2003,  the Company  entered  into an unsecured  revolving  credit
agreement  with a bank for a line of credit  not to exceed  $20,000,000  through
April 2005.  Interest on individual  advances is payable quarterly at the bank's
base rate,  except  that at the time of  advance,  the Company has the option to
select an interest rate based upon one alternative  calculation,  with such rate
to be fixed for a period not to exceed 90 days. The average daily unused portion
is subject to a commitment fee of 1/2 of 1% per annum. There were no outstanding
borrowings  against this agreement as of February 28, 2004. At February 28, 2004
and at March 1, 2003, the Company had $2,597,266 and $2,754,872 respectively, in
outstanding  letters of credit. The outstanding letters of credit for the period
ended February 28, 2004 are part of the unsecured $20,000,000 line of credit.

The  agreement  contains  financial  covenants,  with  respect  to  consolidated
tangible  net  worth,   as  defined,   working   capital  and  maximum   capital
expenditures,  including  dividends  (defined  to include  cash  repurchases  of
capital stock), as well as other financial ratios.  The Company is in compliance
with all covenants as of February 28, 2004.

                                      F-12
<PAGE>


Total interest  charges incurred for the years ended February 28, 2004, March 1,
2003 and March 2, 2002 were $206,000, $237,000 and $302,000, respectively. There
was no capitalized interest for fiscal 2003, 2002 and 2001.

In addition, the Company has a separate $10,000,000 credit facility with another
bank  available  for the  issuance  of  letters of credit  for the  purchase  of
merchandise.  This  agreement may be cancelled at any time by either party.  The
Company is not using this facility.

NOTE 5  -  STORE CLOSING COSTS

During  fiscal 2002,  the Company  recorded a store  closing cost of  $8,000,000
relating to the closing on  September  14, 2002 of its downtown  Chicago  store.
This action was taken by the Company to cut losses  being  incurred at the store
because ongoing construction,  at or near the premises, expected to continue for
several years,  rendered the store "unusable" for a retailer.  The Company had a
potential rent liability of $11,282,000 for the remainder of the nine year lease
term and the landlord had  commenced an action  relating to the rents  liability
which the  Company was  defending.  The Company  reached a  settlement  with the
landlord in January  2004  resulting  in the  Company  recording  an  additional
$500,000  in closing  costs which were  charged to the fourth  quarter of fiscal
2003 which ended on February 28, 2004.

NOTE 6  -  FAIR VALUE DISCLOSURES

The estimated fair values of financial  instruments  which are presented  herein
have been  determined  by the Company using  available  market  information  and
appropriate valuation methodologies.  However, considerable judgment is required
in interpreting market data to develop estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of amounts the Company
could realize in a current market exchange.

The fair value of the Company's cash and cash equivalents,  accounts  receivable
and accounts payable approximates their carrying values at February 28, 2004 and
March 1, 2003 due to the short-term maturities of these instruments.

NOTE 7  -  PENSION AND PROFIT SHARING PLANS

a.   PENSION  PLAN - The  Company  has a defined  benefit  pension  plan for all
     employees other than those covered under collective bargaining agreements.

     The  benefits  are based on years of  service  and the  employee's  highest
     average pay during any five  consecutive  years within the ten-year  period
     prior to retirement. Pension plan costs are funded annually.  Contributions
     are  intended to provide  not only for  benefits  attributed  to service to
     date, but also for those expected to be earned in the future.

     The  investment  strategy  objectives of the plan are continued  growth and
     income.

     All  plan  assets  are  managed  by  outside  investment  managers.   Asset
     allocations  are reviewed on a regular basis by the  investment  management
     company.  Equity securities are primarily S&P 500 which make up 53% of plan
     assets.  Fixed  securities make up the remaining 47% and are made up of the
     Lehman Aggregate and Merrill Lynch 1-3 year Government Corp.

The Company uses a December 31 measurement date.

                                      F-13
<PAGE>


The following information on the Company's pension plan is provided:

                                                        FEBRUARY 28,    MARCH 1,
                                                            2004          2003
                                                        ------------    --------
                                                             (IN THOUSANDS)
CHANGE IN BENEFIT OBLIGATION:
  Net benefit obligation at beginning of year             $ 7,842       $ 6,792
  Service cost                                                642           604
  Interest cost                                               494           470
  Actuarial loss                                              506           245
  Gross benefits paid                                        (307)         (269)
                                                          -------       -------
  Net benefit obligation at end of year                   $ 9,177       $ 7,842
                                                          =======       =======

CHANGE IN PLAN ASSETS:

  Fair value of plan assets at beginning of year          $ 5,224       $ 5,555
  Employer contributions                                      542           402
  Gross benefits paid                                        (307)         (269)
  Actual return on plan assets                              1,003          (464)
                                                          -------       -------
  Fair value of plan assets at end of year                $ 6,462       $ 5,224
                                                          =======       =======

  Funded status at end of year                            $(2,714)      $(2,618)
  Unrecognized net actuarial loss                           1,789         1,921
  Unrecognized transition amount                               --            --
                                                          -------       -------
  Accrued benefit costs                                   $  (925)      $  (697)
                                                          =======       =======

Pension expenses includes the following components:

                                                      FISCAL YEAR ENDED
                                               FEBRUARY 28,  MARCH 1,   MARCH 2,
                                                   2004        2003       2002
                                               -----------   -------    -------
                                                        (IN THOUSANDS)
         COMPONENTS OF NET
         PERIODIC BENEFIT COST:
         Service cost                            $   642      $ 604      $ 532
         Interest cost                               494        470        424
         Return on assets                         (1,003)       464        338
         Amortization of (gain) loss                 637       (939)      (877)
                                                 -------      -----      -----
         Net periodic benefit cost               $   770      $ 599      $ 417
                                                 =======      =====      =====

         WEIGHTED-AVERAGE ASSUMPTIONS USED:
         Discount rate                                 6%      6.75%      7.00%
         Rate of compensation increase               4.5%      4.50%      4.50%

     The  expected  long-term  rate of  return on plan  assets  was 8.5% for all
     years.

                                      F-14
<PAGE>


     As of December 31, 2003, the benefits  expected to be paid in the next five
     years and in the aggregate for the five years thereafter are as follows:


               2004                $ 316
               2005                   338
               2006                   365
               2007                   406
               2008                   450
               2009-2013           $3,094


b.   PROFIT-SHARING AND 401(k) PLAN - The Company has a profit-sharing  plan and
     401(k) plan for all employees  other than those  covered  under  collective
     bargaining   agreements.   In  1995,  the  Company  established  a  defined
     contribution  savings  plan 401(k) for  substantially  all of its  eligible
     employees.  Employees  may  contribute a percentage  of their salary to the
     plan  subject to  statutory  limits.  The Company has not made any matching
     contributions to this plan during the fiscal years ended February 28, 2004,
     March 1, 2003 and March 2, 2002.

NOTE 8  -  COMMITMENTS

a.   LEASES - The Company has various  operating  leases for its retail  stores,
     with terms expiring between 2002 and 2011. Under most lease agreements, the
     Company pays real estate taxes,  maintenance and other operating  expenses.
     Certain store leases also provide for additional  contingent  rentals based
     upon a percentage of sales in excess of certain minimum amounts.


Future minimum lease payments at February 28, 2004 are as follows:

                                             OPERATING
                                              LEASES
                                            -----------
     2004                                   $ 7,825,472
     2005                                     6,549,859
     2006                                     6,295,762
     2007                                     6,175,024
     2008                                     5,527,107
     2009 and thereafter                      9,505,388
                                            -----------
     Total minimum payments                 $41,878,612
                                            ===========


Rent expense for operating leases are as follows:

                                      F-15
<PAGE>


                                                FISCAL YEAR ENDED
                                       -----------------------------------
                                       February 28,   March 1,     March 2,
                                           2004         2003         2002
                                       -----------    -------      -------
                                                  (In thousands)
Minimum rentals due                      $ 8,095      $ 8,656      $ 9,341
Escalation rentals accrued                   (31)          67          324
Contingent rentals                            --            9          (20)
Sublease rentals                            (228)        (228)        (360)
                                         -------      -------      -------

                                         $ 7,836      $ 8,504      $ 9,285
                                         =======      =======      =======

b.   EMPLOYMENT  AGREEMENT - The Company has an  employment  agreement  with its
     General Merchandising Manager, expiring 2009, pursuant to which the current
     annual compensation is approximately  $400,000. In addition,  that employee
     is entitled to additional compensation upon occurrence of certain events.

c.   LEGAL PROCEEDINGS - The Company is a party to routine  litigation  incident
     to its  business.  Management  of the  Company  believes,  based  upon  its
     assessment of the actions and claims outstanding  against the Company,  and
     after  discussion with counsel,  that there are no legal  proceedings  that
     will have a material  adverse effect on the financial  condition or results
     of operations of the Company.  Some of the lawsuits to which the Company is
     a party are covered by insurance  and are being  defended by the  Company's
     insurance carriers.

d.   GUARANTEES  - The Company does not have any  guarantees  as of February 28,
     2004.

NOTE 9  -  PREFERRED STOCK

The Company is authorized to issue up to 1,000,000 shares of preferred stock, in
one or more series of preferred  stock.  The Board of Directors is authorized to
establish  the number of shares to be included in each such  series,  and to fix
the designation, relative rights, preferences, qualifications and limitations of
the shares of each such series.

NOTE 10  -  STOCK OPTION PLAN

The  Company's  Stock  Option Plan allows for the  granting of  incentive  stock
options,  as defined in Section  422A of the  Internal  Revenue Code of 1986 (as
amended),  non-qualified  stock options or stock  appreciation  rights. The plan
requires that  incentive  stock options be granted at an exercise price not less
than the fair  market  value of the  common  shares  on the date the  option  is
granted.  The  exercise  price of the option for holders of more than 10% of the
voting rights of the Company must be not less than 110% of the fair market value
of the  common  shares on the date of  grant.  Non-qualified  options  and stock
appreciation  rights may be granted  at any  exercise  price.  The  Company  has
reserved 1,500,000 shares of common stock for issuance thereunder.

No option or stock  appreciation  rights may be granted  under the Stock  Option
Plan after July 28, 2013.  The maximum  exercise  period for any option or stock
appreciation  right  under  the plan is ten  years  from the date the  option is
granted  (five  years for any  optionee  who holds  more than 10% of the  voting
rights of the  Company).  The Board of  Directors  of the Company has approved a
submission to  shareholders  for approval of an amendment  extending the term of
the Stock Option Plan for another ten years.

Stock option transactions are summarized below:

                                      F-16
<PAGE>


                                            FISCAL YEAR ENDED
                           -----------------------------------------------------
                                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                           -----------------------------------------------------

                           FEBRUARY 28, 2004    MARCH 1, 2003    MARCH 2, 2002
                           -----------------  ----------------  ----------------
                                    WEIGHTED          WEIGHTED          WEIGHTED
                            FISCAL   AVERAGE  FISCAL   AVERAGE  FISCAL   AVERAGE
                             2003   EXERCISE   2002   EXERCISE   2001   EXERCISE
FIXED OPTIONS               SHARES    PRICE   SHARES    PRICE   SHARES    PRICE
                            -----     -----   -----     -----   -----     -----
Outstanding
  beginning of year           991     $7.21   1,060     $7.24   1,106     $7.24
  Granted                      --        --      --        --      --        --
  Exercised                   (23)     5.63     (15)     5.63      (1)     5.62
  Cancelled                   (80)     8.58     (54)     8.07     (45)     5.63
--------------------------------------------------------------------------------
Outstanding, end of period    888     $7.13     991     $7.21   1,060     $7.24
================================================================================

Options exerciseable
  at year end                 888     $7.13     868     $7.44     786     $7.76


The following table summarizes  information  about stock options  outstanding at
February 28, 2004:


                      OPTIONS OUTSTANDING                   OPTIONS EXERCISABLE
----------------------------------------------------------  --------------------
                                        WEIGHTED-AVERAGE
                         NUMBER            REMAINING               NUMBER
    RANGE OF         OUTSTANDING AT       CONTRACTUAL          EXERCISABLE AT
 EXERCISE PRICES    FEBRUARY 28, 2004     LIFE (YEARS)        FEBRUARY 28, 2004
----------------------------------------------------------  --------------------
      5.625             571,550               5.7                 571,550
      8.00               87,500               2.6                  87,500
      8.50                3,600               0.1                   3,600
      9.875              25,000               3.2                  25,000
     10.6875            200,000               4.6                 200,000
                        -------                                   -------
                        887,650                                   887,650

NOTE 11  -  NET INCOME PER SHARE

In accordance with SFAS 128, basic net income (loss) per share has been computed
based upon the weighted  average common shares  outstanding.  Diluted net income
per share gives effect to outstanding stock options, if they are dilutive.

Net loss per share have been computed as follows:

                                         FISCAL 2003   FISCAL 2002   FISCAL 2001
                                         -----------   -----------   -----------
                                                     (IN THOUSANDS)
BASIC AND DILUTED NET LOSS PER SHARE:

Net loss                                   ($ 4,668)     ($ 9,035)     ($ 2,319)
Average shares outstanding                   15,285        15,661        15,741

Net loss per share                         ($  0.31)     ($  0.58)     ($  0.15)

Options to purchase  888,000,  991,000 and  1,060,000  shares of common stock at
prices ranging from $5.625 to $10.6875 per share were  outstanding in 2003, 2002
and 2001, respectively,  but were not included in the computation

                                      F-17
<PAGE>


of diluted net loss per share because the exercise  price of the options  exceed
the average market price and would have been antidilutive.


NOTE 12  -  RELATED PARTY TRANSACTIONS

Included in the  Statements  of Operations  are the expenses  relating to a real
estate  lease  with Sy  Syms,  Chairman  of the  Board of the  Company,  for the
Elmsford,  New York store.  During fiscal years 2003, 2002 and 2001, the Company
paid to Sy Syms $796,500, $649,125 and $600,000, respectively, in fixed rent.

On January 10, 2002, an  independent  audit  committee of the Board of Directors
was established to review the potential  acquisition of Stanley Blacker,  Inc. a
corporation owned by the Sy Syms Revocable Living Trust. This committee obtained
an independent  appraisal as to the fair market value of the business enterprise
of Stanley Blacker,  Inc. and on April 18, 2002, the Board of Directors approved
the acquisition based on the independent  committee's  recommendation to acquire
the  assets of  Stanley  Blacker,  Inc.  The  assets of  Stanley  Blacker,  Inc.
consisted  substantially  of  deferred  tax assets,  trademarks  and trade names
licensed to third party manufacturers of clothing and accessories.  Based on the
purchase price allocation, no value was given to the trademarks and trade names.
The  acquisition  of such assets was  consummated on May 1, 2002, for a purchase
price  consisting  of $250,000  paid in cash,  $250,000  paid by the issuance of
44,138 shares of the Company's Common Stock and the balance by the taking of the
assets subject to a note payable to Fleet National Bank in the principal  amount
of $1,655,000  together with interest  thereon of approximately  $11,355,  which
note was paid in full by the Company. The Company's financial statements include
the results of operations of Stanley Blacker, Inc. from the date of acquisition.

Purchase Price:
Cash                                                $1,905,000
Stock                                                  250,000
Purchase price                                       2,155,000

Allocation of Purchase Price:
Receivables                                         $  104,000
Deferred Tax Assets                                  2,083,000
Payables                                                32,000

The impact on earnings from the Stanley  Blacker,  Inc.  acquisition  for fiscal
years 2002 and 2001 was not material.

NOTE 13  -  UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

                                                         QUARTER
                                          FIRST     SECOND      THIRD    FOURTH
                                         -------    -------    -------   -------
                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED FEBRUARY 28, 2004
Net sales                                $63,534    $62,102    $74,345   $75,238
Gross profit                              25,914     22,106     31,385    28,346
Net income (loss)                         (1,749)    (4,683)     1,024       720
Net income (loss) per share - basic        (0.11)     (0.30)      0.07      0.05
Net income (loss) per share - diluted      (0.11)     (0.30)      0.06      0.05


                                      F-18
<PAGE>


                                                        QUARTER
                                         FIRST     SECOND      THIRD     FOURTH
                                        -------    -------    -------   -------
                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED MARCH 1, 2003
Net sales                               $67,950    $65,058    $73,271   $75,226
Gross profit                             29,097     22,979     30,149    26,243
Net income (loss)                           707     (6,169)       753    (4,326)
Net income (loss) per share - basic        0.04      (0.39)      0.05     (0.28)
Net income (loss) per share - diluted      0.04      (0.39)      0.05     (0.28)

In the fourth  quarter 2003, the Company  recorded a valuation  allowance in the
amount of $1,500,000  with regard to expiring net operating  loss carry forwards
in the next two years.


                                      F-19
<PAGE>


CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Syms Corp
Secaucus, New Jersey



We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No. 333-44254) of Syms Corp of our report dated April 16,
2004, relating to the consolidated  financial  statements,  which appears in the
Annual Report to  Shareholders,  which is  incorporated in this Annual Report on
Form 10-K.




/s/ BDO Seidman, LLP
BDO Seidman, LLP
New York, New York

May 19, 2004


                                      F-20
<PAGE>


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Syms Corp on Form S-8 of our report dated April 24, 2003, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Syms Corp for the
year ended February 28, 2004.

/s/ Deloitte & Touche LLP
Parsippany, New Jersey

May 17, 2004


                                      F-21