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                                  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 25, 2006

                                       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 if the registrant is a well-known season issuer,
as defined in Rule 405 of the Securities Act

                                        Yes  |_|          No  |X|

       Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

                                        Yes  |_|          No  |X|

       Indicate by check mark whether the 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. |_|
<PAGE>


       Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filed" in Rule 12b-2 of the Exchange
Act. (Check One):

Large Accelerated Filer |_|   Accelerated Filer |X|   Non-Accelerated Filer |_|

       Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 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 $108,096,652 based
upon the closing market price of $14.96 per share of the Common Stock on the New
York Stock Exchange as of August 27, 2005, the last business day of the
registrant's most recently completed second fiscal quarter.

As of April 10, 2006, 14,933,587 shares of Common Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

       Portions of the registrant's Proxy Statement for the 2005 Annual Meeting
of Shareholders are incorporated by reference into Part III of this Annual
Report.

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                                     PART I
                                     ------

ITEM 1.  BUSINESS

GENERAL

     Syms  Corp  operates  a  chain  of 37  "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 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 37 stores and the  aggregate  amount of selling space in Syms stores
has increased from  approximately  2,000 square feet to approximately  1,479,000
square feet. The Company maintains a 277,000 square foot distribution center and
executive headquarters in Secaucus, New Jersey.

     Syms Corp was incorporated in New Jersey in 1983. 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 37 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  25,  2006,  net sales were  generated  by the
following categories:

          Men's tailored clothes and haberdashery .............    54%
          Women's dresses, suits, separates and accessories ...    28%
          Shoes ...............................................     8%
          Children's wear .....................................     7%
          Luggage, domestics and fragrances ...................     3%
                                                                  ---
                                                                  100%

                                       1
<PAGE>


     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 270  years.  Most
merchandise is received from  manufacturers at the distribution  center where it
is inspected, ticketed and allocated to particular stores.

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  3.6% 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 and
the use of  on-line  sites by other  retailers.  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 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.

                                       2
<PAGE>


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

EMPLOYEES

     At  February  25,  2006,   the  Company  had  1,730   employees,   of  whom
approximately  655 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  expired on March 31, 2006 and will
expire on April 30, 2006,  respectively,  which  together cover sales and tailor
employees.  The Company believes its relationships with the unions are good. The
Company is presently  negotiating  with the unions to renew these  contracts and
expects these agreements to be satisfactorily finalized, shortly.

AVAILABLE INFORMATION

     The Company makes available on its web site at www.syms.com under "Investor
Info"  - "SEC  Filings,"  free of  charge,  its  annual  reports  on Form  10-K,
quarterly  reports on Form 10-Q,  current reports on Form 8-K, and amendments to
those reports as soon as reasonably practicable after the Company electronically
files such  material  with or  furnishes  such  material to the  Securities  and
Exchange Commission (SEC).

CERTIFICATIONS

     On July 25,  2005 the  Company  submitted  to the New York  Stock  Exchange
("NYSE") the  certification  of its Chief Executive  Officer pursuant to Section
303A.12(a) of the NYSE's Listed Company Manual.

ITEM 1A. RISK FACTORS

     THE FOLLOWING  RISK FACTORS AND OTHER  INFORMATION  INCLUDED IN THIS ANNUAL
REPORT ON FORM 10-K SHOULD BE CAREFULLY CONSIDERED.  THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISK AND UNCERTAINTIES
NOT PRESENTLY  KNOWN TO US OR THAT WE CURRENTLY DEEM  IMMATERIAL ALSO MAY IMPAIR
OUR BUSINESS  OPERATIONS.  IF ANY OF THE  FOLLOWING  RISKS OCCUR,  OUR BUSINESS,
FINANCIAL  CONDITION,  OPERATING  RESULTS  AND CASH  FLOWS  COULD BE  MATERIALLY
ADVERSELY AFFECTED.

WE HAVE HAD A HISTORY OF LOSSES AND MAY NOT BE PROFITABLE IN THE FUTURE

     While we have  had a net  profit  in some  fiscal  quarters,  we have had a
history of losses and cannot  assure that we will be  profitable  in the future.
Even if we are able to generate profit in the future,  we still many not be able
to maintain or increase profitability on a quarterly or annual basis.

IF WE ARE UNABLE TO MEET CERTAIN FINANCIAL COVENANTS IN OUR CREDIT FACILITY, OUR
LENDER COULD ACCELERATE THE DEBT

     While we currently have no borrowings  under our current credit  agreement,
the  facility  does contain  financial  covenants  with respect to  consolidated
tangible  net  worth,  as well as other  financial  ratios.  If in the future we
borrow  monies  under the  facility  and fail to meet these  covenants or obtain
appropriate  waivers, our lender may terminate the credit facility or accelerate
our debt.

OUR SALES AND  OPERATING  RESULTS  DEPEND ON  CONSUMER  PREFERENCES  AND FASHION
TRENDS

     Our  sales  and  operating  results  depend  in part  upon our  ability  to
anticipate  and respond to product and fashion  trends as well as to anticipate,
gauge and react to changing consumer demands in a timely manner. There can be no
assurance  that our products will  correspond to the changes in taste and demand
or that we will be able to  successfully  market  products  that respond to such
trends.  This requires us to anticipate and respond to numerous and  fluctuating
variables  in fashion  trends and other  conditions  in the markets in which our
stores are  situated.  A variety of factors  will affect our ability to maintain
the  proper  mix of  products  in  each  store,  including  without  limitation,
variations  in local  economic  conditions,  which could  affect our  customers'
discretionary   spending,   unanticipated   fashion   trends,   our  success  in
distributing  merchandise  to our stores in an  efficient  manner and changes in
weather patterns, which in turn affect consumer preferences.  If we misjudge the
market for our  products,  or if we are unable to  anticipate  and  fulfill  the
merchandise needs of each region,  we may experience  decreases in our net sales
due to  significant  excess  inventories  for some products and may be forced to
increase markdowns in relation to slow-moving merchandise, either of which could
have an adverse  effect on our  business,  financial  condition  and  results of
operations.

                                       3
<PAGE>


WE MAY BE UNABLE TO COMPETE FAVORABLY IN OUR HIGHLY COMPETITIVE MARKETS

     The retail apparel business is highly competitive,  and we only account for
a small fraction of the total market for men's,  women's and children's apparel.
We compete against discount stores, apparel specialty stores, department stores,
manufacturer-owned  factory outlet stores and others. Our success depends on our
ability to remain  competitive with respect to style,  price, brand availability
and customer service. The performance of our competitors,  as well as changes in
their pricing  policies,  marketing  activities and other  business  strategies,
could have and adverse effect on our business,  financial condition,  results of
operations and our market share.

IF WE ARE  UNABLE TO RENEW OR ENTER  INTO NEW  LEASES ON  FAVORABLE  TERMS,  OUR
REVENUE GROWTH MAY DECLINE

     Fourteen of our 37 stores are located in leased premises and the leases for
ten of these 14 stores expire by 2009 and are subject to renewal. If the cost of
leasing  existing  stores  increases,  we cannot  assure that we will be able to
maintain our existing store locations as leases expire. In addition,  we may not
be able to enter into new leases on favorable  terms or at all, or we may not be
able to locate suitable alternative sites or additional new sites for new stores
in a timely manner. Our revenues and earnings may decline if we fail to maintain
existing store locations,  enter into new leases,  locate  alternative  sites or
find additional sites for new stores.

OUR RESULTS OF OPERATIONS DEPEND ON KEEPING OUR EXPENSES AT AN APPROPRIATE LEVEL

     Our performance depends on appropriate management of our expense structure,
including our selling,  general and administrative costs. If we fail to meet our
expense budget or to  appropriately  reduce expenses during a weak sales season,
our results of operations could be adversely affected.

OUR RELATIONSHIPS WITH VENDORS

     We  currently  purchase  first-quality,  in-season  designer and brand name
merchandise from more than 200 vendors at prices below those generally available
to major department and specialty stores.  Although we have maintained long-term
business relationship with many of these vendors, there can be no assurance that
we will be able to  continue to purchase  first-quality,  in-season  merchandise
from  these  vendors in the same  breadth  of styles  and sizes,  in the same or
greater volumes and at prices as favorable as those  currently  available to us.
If we fail to strengthen our relations with our existing vendors,  or to enhance
the quality of merchandise  they supply us, and if we cannot maintain or acquire
new vendors of  in-season  brand name and designer  merchandise,  our ability to
obtain a sufficient amount and variety of merchandise at favorable prices may be
limited, which could have a negative impact on our competitive position.

INVENTORY MANAGEMENT

     The  fashion-oriented  nature of the our products and the rapid  changes in
customer  preferences  leave us  vulnerable  to an  increased  risk of inventory
obsolescence.  Our ability to manage inventories properly is an important factor
in  our  operations.  Inherent  in  our  calculations  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.  While management believes
that these methods provide an inventory valuation which reasonably  approximates
cost, if market  conditions are less favorable than those projected,  additional
markdowns may be required.  Our  inability of to  effectively  manage  inventory
would have a material  adverse effect on our business,  financial  condition and
results of operations.

OUR FAILURE TO RETAIN OUR EXISTING SENIOR  MANAGEMENT AND TO CONTINUE TO ATTRACT
QUALIFIED NEW PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS

     Our success will depend on the our ability to retain our key  personnel and
attract and retain talented, highly qualified executives. If we were to lose the
benefit of the experience, efforts and abilities of any of our key executive and
buying personnel,  our business could be adversely  affected.  Furthermore,  our
success is also  dependent  on our  ability to hire and train  qualified  retail
management and associates.

     We are also subject to risks associated with any significant disruptions in
our relationship  with our employees,  including union  employees,  and any work
stoppages by our employees, including union employees.

                                       4
<PAGE>


A DECLINE IN GENERAL  ECONOMIC  CONDITIONS COULD LEAD TO REDUCED CONSUMER DEMAND
FOR OUR MERCHANDISE

     Consumer spending habits, including spending for merchandise,  are affected
by, among other things,  prevailing economic  conditions,  levels of employment,
salary and wage rates, prevailing interest rates, income tax rates and policies,
consumer confidence and consumer perception of economic conditions. A decline in
general  economic  conditions  could lead to a reduced  consumer  demand for our
merchandise,  however,  because of our discount pricing  policies,  a decline in
general economic conditions may result in increased sales.

WE ARE SUBJECT TO POTENTIAL FOR UNINSURED LOSSES AND/OR CLAIMS

     We are subject to the  possibility  of uninsured  losses from risks such as
terrorism,  earthquakes or floods, for which no, or limited,  insurance coverage
is  maintained.  We are also  subject  to risk of losses  which  may arise  from
adverse litigation results or other claims.

OTHER FACTORS COULD AFFECT OUR RESULTS OF OPERATIONS AND OUR ABILITY TO GROW

     Other  factors that could cause actual  results to differ  materially  from
those  predicted  and that may  adversely  affect our  ability to grow  include:
possible  disruptions in our computer or telephone  systems,  increases in labor
costs,  higher than  anticipated  store  closings or  relocation  costs,  higher
interest rates and unanticipated increase in merchandise or occupancy costs.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

                                       5
<PAGE>


ITEM 2.   PROPERTIES

THE STORES

  LOCATION

     At February 25, 2006, the Company had 37 stores, 14 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.

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

     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.

     The Company has entered into a Contract of Sale with Anton  Lamar,  Inc. on
February 25, 2006 which got subsequently assigned to Lionstone Urban Investments
One, L.P. on March 10, 2006 to sell certain real property in Dallas,  Texas, and
the buildings and improvements on such property including the building currently
the site of the  Company's  Dallas  store.  The Company has also  entered into a
Contract  of Sale  with  McFarland  Development,  LLC on  August 1, 2005 to sell
certain  property in Rochester,  New York, and the

                                       6
<PAGE>


building and improvements on such property  including the building currently the
site of the Company's  Rochester store. The closings on the Rochester,  New York
and Dallas, Texas properties have not been consummated.

   LEASE TERMS

     Fourteen of the  Company's 37 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         RANGE IN
     CALENDAR                LEASES      LEASES WITH     YEARS OF OPTION
     PERIODS               EXPIRING    RENEWAL OPTIONS     PERIODS (1)
     -------------------   ---------   ---------------   ---------------

     2006                      1              0                    0
     2007                      1              0                    0
     2008                      2              1              5 years
     2009                      3              2              5 years
     2010                      4              4              5 years
     2011 and thereafter       4              3              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  $5.06 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.  One of the Company's  stores provide for rent based on a percentage of
sales. Minimum rental payments for Syms' leased stores aggregated $7,427,590 for
the year ended February 25, 2006, 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

     The Company did not open or close any stores in fiscal 2005.

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.

                                    PART II
                                    -------

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

                                       7
<PAGE>


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 25, 2006             $15.47    $14.12
          Quarter ended November 26, 2005              15.08     13.02
          Quarter ended August 27, 2005                15.64     13.08
          Quarter ended May 28, 2005                   13.80     11.84

          Quarter ended February 26, 2005             $13.91    $11.85
          Quarter ended November 27, 2004              12.54      9.95
          Quarter ended August 28, 2004                11.58      7.93
          Quarter ended May 29, 2004                    8.25      7.62

HOLDERS

     As of April 19, 2006, there were 111 record holders of the Company's Common
Stock.

DIVIDENDS

     On April 7,  2005,  the  Company's  Board of  Directors  declared a special
one-time  cash  dividend of $1.00 per common  share,  payable May 12,  2005,  to
shareholders  of record  as of April 27,  2005.  The Board of  Directors  of the
Company did not declare  dividends  in the fiscal year ended  February 26, 2005.
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).

ISSUER PURCHASES OF EQUITY SECURITIES

     There were no repurchases  of the Company's  equity  securities  during the
fourth quarter of fiscal 2005.

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 25, 2006, February 26, 2005, February 28, 2004, March 1, 2003 and March
2,  2002.  The  selected  financial  data  presented  below  should  be  read in
conjunction with such Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                                                        FISCAL YEAR ENDED
                                           ----------------------------------------------------------------------------
                                           FEBRUARY 25,    FEBRUARY 26,    FEBRUARY 28,       MARCH 1,         MARCH 2,
                                               2006            2004            2003             2002             2005
                                           ------------    ------------    ------------       --------         --------
                                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                          <C>             <C>             <C>              <C>              <C>
INCOME STATEMENT DATA:
Net sales ................................   $280,389        $283,567        $275,219         $281,505         $287,744
Net income (loss) ........................      3,436           2,177          (4,688)          (9,035)          (2,319)
Net income (loss) per share - basic ......       0.23            0.14           (0.31)           (0.58)           (0.15)
Dividends paid ...........................     15,028              --              --               --               --
Net income (loss)  per share - diluted ...       0.23            0.14           (0.31)           (0.58)           (0.15)

BALANCE SHEET DATA:
Working capital ..........................   $ 81,832        $ 92,428        $ 76,205         $ 77,342         $ 85,961
Total assets .............................    239,119         253,491         253,738          262,473          276,494
Other long term liabilities ..............      1,520           1,610           1,862            1,891            2,118

Shareholders' equity .....................    210,534         224,596         223,174          230,153          241,457
</TABLE>

                                       8
<PAGE>


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  thirty  seven
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 Company experienced an improved  performance in fiscal 2005 as compared
to fiscal 2004.  Although  total store sales declined 1.1% due to the closing of
three  stores in fiscal 2004,  comparable  store sales  increased  by 1.0%.  Our
continued  focus  is on  improving  gross  margin  levels,  lower  expenses  and
inventories  accounts for this improvement in operating  performance.  In fiscal
2006,  we will  continue our focus on sales  improvement,  expense and inventory
management which will allow us to maintain our strong cash position and minimize
our 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.

                                       9
<PAGE>


     LONG-LIVED  ASSETS - In evaluation of the fair value and future benefits of
long-lived   assets,  the  Company  performs  an  analysis  of  the  anticipated
discounted  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 25, 2006,
February 26, 2005 and February  28,  2004.  The fiscal years ended  February 25,
2006, February 26, 2005 and February 28, 2004 were each comprised of 52 weeks.

     FISCAL YEAR ENDED  FEBRUARY 25, 2006 (FISCAL 2005)  COMPARED TO FISCAL YEAR
ENDED FEBRUARY 26, 2005 (FISCAL 2004)

     Net sales for the fiscal year ended February 25, 2006 were $280,389,000,  a
decrease of $3,178,000  (1.1%) as compared to net sales of $283,567,000  for the
fiscal  year ended  February  26,  2005.  The  decrease  in sales can be largely
attributable to the closing of three stores located in Charlotte, NC, Baltimore,
MD and  Lawrenceville,  NJ. Comparable store sales increased 1.1% for the fiscal
year ended February 25, 2006 compared to fiscal year ended February 26, 2005. In
our comparable store  computation,  we only include stores that have been opened
for a period of at least  twelve  months and stores  that were open  during both
fiscal  years.  We did not have any  relocated  stores  or  expansion  in square
footage in the fiscal years 2005 and 2004.

     Gross profit for the fiscal year ended February 25, 2006 was  $113,076,000,
an increase of  $1,194,000  (40.3% as a percentage  of net sales) as compared to
$111,882,000  (39.5% as a  percentage  of net sales)  for the fiscal  year ended
February 26, 2005. The increase in gross profit dollars is largely  attributable
to lower markdowns and improved  shrinkage  performance for the fiscal year 2005
versus  fiscal year 2004.  The  Company's  gross profit may not be comparable to
those of other  entities,  since  other  entities  may  include all of the costs
related to their distribution network in cost of goods sold and others, like the
Company,  exclude a portion  of those  costs  from gross  profit  and,  instead,
include them in other like items, such as selling and general and administrative
expenses and occupancy costs.

     Selling,  general and administrative  (SG&A) expense was $73,571,000 (26.2%
as a  percentage  of net sales) for the fiscal year ended  February  25, 2006 as
compared to $75,156,000 (26.5% as a percentage of net sales) for the fiscal year
ended February 26, 2005.  The closing of three stores located in Charlotte,  NC,
Baltimore,  MD and  Lawrenceville,  NJ  accounts  for the decline in expenses in
fiscal 2005.

     Advertising  expense  for the  fiscal  year  ended  February  25,  2006 was
$8,097,000  (2.9% as a percentage of net sales) as compared to $7,666,000  (2.7%
as a percentage of net sales) for the fiscal year ended  February 26, 2005.  The
increase  in  advertising  in fiscal  2005 as compared to fiscal 2004 was due to
higher expenditures in fiscal 2005 in TV and direct mail promotions.

     Occupancy  costs were  $17,370,000  (6.2% as a percentage of net sales) for
the fiscal year ended  February 25, 2006 as compared to  $17,117,000  (6.0% as a
percentage  of net sales)  for the fiscal  year ended  February  26,  2005.  The
increase  in  occupancy  of  $253,000  is the  result of  increased  electricity
expenses  and real estate  taxes  which was  partially  offset by the  occupancy
expense of the three stores closed in fiscal 2004.

     Depreciation  and  amortization  expense  amounted to $8,821,000 (3.2% as a
percentage of net sales) for the fiscal year ended February 25, 2006 as compared
to  $9,574,000  (3.4% as a  percentage  of net sales) for the fiscal  year ended
February  26, 2005.  This decline in  depreciation  expense  resulted  from some
computer  software assets becoming fully  depreciated,  and the closing of three
stores located in Charlotte, NC, Baltimore, MD and Lawrenceville, NJ.

                                       10
<PAGE>


     In the fiscal year ended February 26, 2005, the Company  recorded a gain of
$721,000 from the sale of land in Roseland,  New Jersey. This gain was offset by
a charge of $1,271,000  resulting from the exercise by the Company of its option
to  purchase  the   Lawrenceville   store  and  the  simultaneous  sale  of  the
Lawrenceville  store  resulting in a net loss on the sale of assets of $550,000.
The Lawrenceville store was closed on October 16, 2004. This action was taken by
the Company as part of its continued efforts to improve profitability.

     Net income  before  income taxes was  $6,197,000  for the fiscal year ended
February  25, 2006 as compared to net income  before tax of  $2,306,000  for the
fiscal year ended February 26, 2005. This  improvement in profit  performance in
fiscal  2005 as  compared  to fiscal 2004  resulted  from  higher  gross  profit
dollars, lower expense and a non-recurring expense in fiscal 2004.

     For the fiscal  year  ended  February  25,  2006 the  effective  income tax
expense was 44.5% as compared  to 5.6% for the fiscal  year ended  February  26,
2005. Included in the 52 weeks ended February 26, 2005 was a tax refund from the
State of Maryland for approximately $1,400,000.

     FISCAL YEAR ENDED  FEBRUARY 26, 2005 (FISCAL 2004)  COMPARED TO FISCAL YEAR
ENDED FEBRUARY 28, 2004 (FISCAL 2003)

     Net sales for the fiscal year ended February 26, 2005 were $283,567,000, an
increase of $8,348,000  (3.0%) as compared to net sales of $275,219,000  for the
fiscal  year  ended  February  28,  2004.  The  increased  sales can be  largely
attributed to management's focus on providing improved  merchandise  assortments
and an improved retail economic  climate.  Comparable store sales increased 5.3%
for the fiscal year ended  February 26,  2005,  as compared to fiscal year ended
February 28, 2004. In our comparable store  computation,  we only include stores
that have been  opened for a period of at least  twelve  months and stores  that
were open during  both fiscal  years.  We did not have any  relocated  stores or
expansion in square footage in the fiscal years 2004 and 2003.

     Gross profit for the fiscal year ended February 26, 2005 was  $111,882,000,
an increase of  $4,131,000  (39.5% as a percentage  of net sales) as compared to
$107,751,000  (39.2% as a  percentage  of net sales)  for the fiscal  year ended
February  28, 2004.  The  increase in net sales as noted above  accounts for the
increase in gross margin  dollars in fiscal 2004 as compared to fiscal 2003. The
Company's gross margin may not be comparable to those of other  entities,  since
other  entities  may  include  all of the costs  related  to their  distribution
network in cost of goods sold and others, like the Company, exclude a portion of
those costs from gross  margin and,  instead,  include them in other line items,
such as selling and general and administrative expenses and occupancy costs.

     Selling,  general and administrative  (SG&A) expense was $75,156,000 (26.5%
as a  percentage  of net sales) for the fiscal year ended  February  26, 2005 as
compared to $76,304,000 (27.7% as a percentage of net sales) for the fiscal year
ended  February  28,  2004.  The decline in expenses  for fiscal 2004 is largely
attributable to the closing of three stores located in Charlotte, NC, Baltimore,
MD and Lawrenceville, NJ.

     Advertising  expense  for the  fiscal  year  ended  February  26,  2005 was
$7,666,000  (2.7% as a percentage of net sales) as compared to $8,409,000  (3.1%
as a percentage of net sales) for the fiscal year ended  February 28, 2004.  The
reduction  in  advertising  expense is largely  attributable  to a reduction  in
fiscal 2005 in TV advertising with a larger emphasis on radio and print media.

     Occupancy  costs were  $17,117,000  (6.0% as a percentage of net sales) for
the fiscal year ended  February 26, 2005 as compared to  $17,418,000  (6.3% as a
percentage  of net sales) for the fiscal  year ended  February  28,  2004.  This
decline is due  primarily to the closing of three stores  located in  Charlotte,
NC,  Baltimore,  MD and  Lawrenceville,  NJ,  which was  partially  offset by an
increase in occupancy costs of existing stores.

     Depreciation  and  amortization  expense  amounted to $9,574,000 (3.4% as a
percentage of net sales) for the fiscal year ended February 26, 2005 as compared
to  $10,896,000  (4.0% as a  percentage  of net sales) for the fiscal year ended
February  28, 2004.  This decline in  depreciation  expense  resulted  from some
computer  software  assets  becoming  fully  depreciated in fiscal 2004, and the
closing  of  three  stores  located  in  Charlotte,   NC,   Baltimore,   MD  and
Lawrenceville, NJ.

     In the fiscal year ended February 26, 2005, the Company  recorded a gain of
$721,000 from the sale of land in Roseland,  New Jersey. This gain was offset by
a charge of $1,271,000  resulting from the exercise by the Company of its option
to  purchase  the   Lawrenceville   store  and  the  simultaneous  sale  of  the
Lawrenceville  store resulting in a net loss on the sales of assets of $550,000.
The Lawrenceville store was closed on October 16, 2004. This action was taken by
the Company as part of its continued efforts to improve profitability.

     Net income  before  income taxes was  $2,306,000  for the fiscal year ended
February  26,  2005 as compared  to net loss  before tax of  $5,433,000  for the
fiscal year ended February 28, 2004. This  improvement in profit  performance is
due largely to higher sales and lower expenses in fiscal 2004.

     For the fiscal year ended  February 26, 2005 the effective  income tax rate
was 5.6% as  compared  to 13.7% for the fiscal  year ended  February  28,  2004.
Included in the 52 weeks ended February 26, 2005 was a tax refund from the State
of Maryland for approximately $1,400,000.

                                       11
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     Working  capital at  February  25,  2006 was  $81,832,000,  a  decrease  of
$10,596,000  from February 26, 2005,  and the ratio of current assets to current
liabilities  was 4.02 to 1 as compared to 4.39 to 1 at February  26,  2005.  The
decrease in working  capital is largely  attributable  to payment of  dividends,
purchase of treasury shares and PP&E offsetting cash flows from operations.

     Net cash provided by operating  activities  totaled  $20,079,000 for fiscal
2005 as compared to $12,498,000  for fiscal 2004.  This increase is due to lower
merchandise inventories as planned by management and higher profit.

     Net cash used in investing  activities  was  $3,887,000  for fiscal 2005 as
compared to net cash  provided by  investing  activities  of $490,000 for fiscal
2004.  Purchases of property and equipment totaled $3,894,000 and $2,704,000 for
fiscal  years  2005 and 2004,  respectively.  This  increase  resulted  from the
renovation of the Cleveland store.

     Net cash used in financing  activities was  $17,854,000 for the fiscal year
ended  February  25, 2006 as compared  to  $1,064,000  for the fiscal year ended
February 26, 2005.  This  increase was due to the one-time cash dividend paid by
the Company on May 12, 2005 to its shareholders of record totaling $15,028,000.

     The  Company  has a revolving  credit  agreement  with a bank for a line of
credit not to exceed  $30,000,000  through May 1, 2008.  The agreement  contains
financial covenants, with respect to consolidated tangible net worth, as defined
as  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 operations and expansion of stores,  from
internally  generated  funds.  For the fiscal years ended  February 25, 2006 and
February  26,  2005,  there  were  no  borrowings  under  the  revolving  credit
agreement.  At  February  25,  2006 and  February  26,  2005,  the  Company  had
$1,189,234 and $744,517,  respectively,  in outstanding  letters of credit under
the revolving credit agreement.

     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 March 3, 2007.

     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, 2006.  During the year ended  February 25, 2006,  the Company  purchased
273,000 shares which represented 1.8% of its outstanding  shares at a total cost
of $3,636,000.

     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 2006.

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 for its last three fiscal years.

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               $ 1,350,000     $  450,000     $   900,000     $    --         $    --
  Operating Leases                     36,207,339      7,543,262      14,247,407      10,373,770      4,042,900
                                    -----------------------------------------------------------------------------
  Total Contractual Cash
  Obligations                         $37,557,339     $7,993,262     $15,147,407     $10,373,770     $4,042,900
                                    =============================================================================
</TABLE>


                                       12
<PAGE>


<TABLE>
<CAPTION>
                                                  AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                    --------------------------------------------------------------------
                                     Total Amounts      Within                                 After 5
                                       Committed        1 year       2-3 years    4-5 years     Years
                                    --------------------------------------------------------------------
  OTHER COMMERCIAL COMMITMENTS
<S>                                    <C>            <C>               <C>           <C>        <C>
  Lines of Credit                      $    --        $    --           --            --         --
  Letters of Credit                     1,189,234      1,189,234        --            --         --
                                    --------------------------------------------------------------------

  Total Commercial Commitments         $1,189,234     $1,189,234        --            --         --
                                    ====================================================================
</TABLE>

     We  took  into  account  the  material  nature  of  employment  agreements,
operating  agreements and lines of credit for merchandise in determining whether
to include these items in contractual obligations and commercial commitments.

OFF BALANCE SHEET ARRANGEMENTS

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

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

     (a)  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.

     (b) Management's Report on Internal Control over Financial Reporting

                                       13
<PAGE>


 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

April 20, 2006

To the Stockholders' of Syms Corp.

     The management of Syms Corp. is responsible for the preparation, integrity,
objectivity  and  fair  presentation  of  the  financial  statements  and  other
financial  information  presented in this report. The financial  statements have
been prepared in conformity with accounting principles generally accepted in the
United  States of America  and  reflect  the  effects of certain  judgments  and
estimates made by management.

     In order to ensure that our internal  control over  financial  reporting is
effective,  management regularly assesses such controls and did so most recently
for our financial  reporting as of February 25, 2006.  This assessment was based
on criteria for effective internal control over financial reporting described in
Internal  Control - Integrated  Framework  issued by the Committee of Sponsoring
Organizations  of the Treadway  Commission,  referred to as COSO. Our assessment
included  the  documentation  and  understanding  of our  internal  control over
financial  reporting.  We have evaluated the design effectiveness and tested the
operating effectiveness of internal controls to form our conclusion.

     Our internal  control  over  financial  reporting is a process  designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with  generally  accepted  accounting  principles.  Our  internal  control  over
financial  reporting  includes  those  policies and  procedures  that pertain to
maintaining  records that, in reasonable  detail,  accurately and fairly reflect
transactions and  dispositions of assets,  providing  reasonable  assurance that
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in accordance with generally accepted accounting principles, assuring
that receipts and expenditures are being made in accordance with  authorizations
of our management  and directors and providing  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of assets that could have a material effect on our financial statements.

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     Based on this  assessment,  the  undersigned  officers  concluded  that our
internal  controls  and  procedures  are  effective in timely  alerting  them to
material  information  required to be included in our  periodic  SEC filings and
that  information  required to be disclosed by us in these  periodic  filings is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's rules and forms and that our  internal  controls  are  effective to
provide reasonable  assurance that our financial statements are fairly presented
in conformity with generally accepted accounting principles.

     The  Audit  Committee  of  our  Board  of  Directors,   which  consists  of
independent,  non-executive  directors,  meets  regularly with  management,  the
internal  auditors  and  the  independent   accountants  to  review  accounting,
reporting,  auditing and internal control matters.  The committee has direct and
private access to both internal and external auditors.

     BDO Seidman, LLP, independent accountants of our financial statements,  has
reported on  management's  assertion  with respect to the  effectiveness  of our
internal control over financial reporting as of February 25, 2006.

/s/ Marcy Syms
Marcy Syms
Chief Executive Officer

/s/ Antone F. Moreira
Antone F. Moreira
Chief Financial Officer

     (c)  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.

                                       14
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's Report on Internal Control Over Financial Reporting, that Syms Corp
and  its  subsidiary   maintained  effective  internal  control  over  financial
reporting as of February 25, 2006, based on the criteria established in Internal
Control  -  Integrated   Framework   issued  by  the   Committee  of  Sponsoring
Organizations of the Treadway  Commission  (COSO).  The Company's  management is
responsible for maintaining  effective internal control over financial reporting
and for its assessment of the  effectiveness  of internal control over financial
reporting.   Our  responsibility  is  to  express  an  opinion  on  management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

In our  opinion,  management's  assessment  that  Syms  Corp and its  subsidiary
maintained  effective  internal control over financial  reporting as of February
25, 2006,  is fairly  stated,  in all material  respects,  based on the criteria
established in Internal  Control - Integrated  Framework issued by the Committee
of  Sponsoring  Organizations  of the Treadway  Commission  (COSO).  Also in our
opinion,  the Company maintained,  in all material respects,  effective internal
control over financial  reporting as of February 25, 2006, based on the criteria
established in Internal  Control - Integrated  Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of
Syms Corp and subsidiaries as of February 25, 2006 and February 26, 2005 and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for each of the three years in the period ended  February 25, 2006 and our
report dated April 20, 2006 expressed an unqualified opinion.

/s/ BDO Seidman, LLP


BDO Seidman, LLP
New York, New York
April 20, 2006

ITEM 9B.  OTHER INFORMATION

None.

                                       15
<PAGE>


                                    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) (4) ..........   80   Chairman of the Board and
                                      Director of the Company

Marcy Syms (1) (2) (4) .......   55   Chief Executive Officer / President
                                      and Director of the Company

Antone F. Moreira ............   69   Vice President, Chief Financial Officer,
                                      Treasurer, Assistant Secretary and
                                      Director of the Company

Harvey A. Weinberg (3) (5) ...   68   Director of the Company

Amber Brookman (3) (5) .......   64   Director of the Company

Wilbur L. Ross, Jr (3) (5) ...   68   Director of the Company

Ronald Zindman ...............   56   Executive Vice President - General
                                      Merchandise Manager

Allen Brailsford .............   62   Executive Vice President - Operations

Myra Butensky ................   47   Vice President - Divisional Merchandise
                                      Manager Men's Tailored Clothing

James Donato .................   50   Vice President - Operations

Elyse Marks ..................   53   Vice President - MIS

John Tyzbir ..................   52   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 Committee of the Company.

(4)  Member of the Compensation Committee of the Company.

(5)  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.

                                       16
<PAGE>


     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.

     AMBER M.  BROOKMAN  has been  President  and  Chief  Executive  Officer  of
Brookwood  Companies  for the past  fourteen  years.  Brookwood  Companies  is a
textile  and apparel  company.  Ms.  Brookman  manages  the  activities  of five
divisions  of  Brookwood,  as well as its wholly  owned  subsidiaries  Brookwood
Laminating, Kenyon Industries, Inc., Xtra Mile and Solutions 4. Ms. Brookman has
been a Director of the Company since July 2004.

     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.

     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 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  the end of the  fiscal  year
covered by this report.

                                       17
<PAGE>


ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED SHAREHOLDER MATTERS

The  following  table sets forth  equity  compensation  plan  information  as of
February 25, 2006:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                      EQUITY COMPENSATION PLAN INFORMATION
------------------------------------------------------------------------------------------------
                                                                          Number of securities
                                                                          remaining available
                           Number of securities                           for future issuance
                               to be issued        Weighted-average           under equity
                             upon exercise of      exercise price of       compensation plans
                           outstanding options,   outstanding options    (excluding securities
Plan category              warrants and rights    warrants and rights   reflected in column (a))
-------------              -------------------    -------------------   ------------------------
                                   (a)                    (b)                     (c)
-------------------------- --------------------- ---------------------- -------------------------
<S>                              <C>                     <C>                    <C>
Equity compensation
plans approved by
security holders.........        738,511                 $8.08                  194,890
-------------------------- --------------------- ---------------------- -------------------------
Equity compensation
plans not approved by
security holders..........         N/A                    N/A                     N/A
-------------------------- --------------------- ---------------------- -------------------------
Total.....................       738,511                 $8.08                  194,890
-------------------------- --------------------- ---------------------- -------------------------
</TABLE>

     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  the end of the  fiscal  year
covered by this Annual Report.

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  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  the end of the  fiscal  year
covered by this Annual Report.

                                     PART IV
                                     -------

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

                                                           PAGE NUMBER

(a) (1)   Financial Statements:

          Report of Independent Registered Public Accounting Firm  F-1
          Consolidated Balance Sheets ............................ F-2
          Consolidated Statements of Operations .................. F-3
          Consolidated Statements of Shareholders' Equity ........ F-4
          Consolidated Statements of Cash Flows .................. F-5
          Notes to Consolidated Financial Statements ............. F-6

(a)(2)    List of Financial Statement Schedules:

                                       18
<PAGE>


     All other  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).

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)

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 (10-K Report for fiscal year ended  February 26,
          2000)

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

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

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)

                                       19
<PAGE>


10.51     First Amendment to Loan Agreement,  dated April 7, 2005,  between Syms
          Corp and Israel  Discount Bank of New York (current report on Form 8-K
          dated April 8, 2005.)

10.52     Syms Corp 2005 Stock Option Plan, as amended  (current  report on Form
          8-K dated August 5, 2005)

10.53     Form of  Nonqualified  Stock  Option  Award  Agreement  for 2005 Stock
          Option Plan (current report on Form 8-K dated August 5, 2005)

10.54     Form of Incentive  Option  Award for 2005 Stock  Option Plan  (current
          report on Form 8-K dated August 5, 2005)

10.55     Form of  Restricted  Stock Award for 2005 Stock  Option Plan  (current
          report on Form 8-K dated August 5, 2005)

21*       List of Subsidiaries

23.1*     Consent of BDO Seidman, 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

                                       20
<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:  April 21, 2006

     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                April 21,  2006
------------------------    and Director
Sy Syms


/s/ Marcy Syms              Chief Executive Officer/President    April 21,  2006
------------------------    and Director
Marcy Syms                  (Principal executive officer)


/s/ Antone F. Moreira       Vice President, Chief Financial      April 21,  2006
------------------------    Officer, Assistant Secretary
Antone F. Moreira           and Director
                            (Principal financial and
                            accounting officer)

/s/ Harvey A. Weinberg      Director                             April 21,  2006
------------------------
Harvey A. Weinberg

/s/ Amber M. Brookman       Director                             April 21,  2006
------------------------
Amber M. Brookman


/s/ Wilbur L. Ross, Jr.     Director                             April 21,  2006
------------------------
Wilbur L. Ross, Jr.

                                       21
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and the Shareholders
Syms Corporation
Secaucus, New Jersey

We have audited the accompanying  consolidated  balance sheets of Syms Corp, and
its  subsidiary,  as of February  25, 2006 and February 26, 2005 and the related
consolidated statements of operations,  shareholders' equity, and cash flows for
each  of  the  three  years  in  the  period  ended  February  25,  2006.  These
consolidated  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 also includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial  statements,  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 its
subsidiary, at February 25, 2006 and February 26, 2005, and the results of their
operations  and their cash flows for each of the three years in the period ended
February 25, 2006, in conformity with accounting  principles  generally accepted
in the United States of America.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United  States),  the  effectiveness of Syms Corp's
internal  control  over  financial  reporting  as of February  25, 2006 based on
criteria  established in Internal  Control - Integrated  Framework issued by the
Committee of Sponsoring  Organizations of the Treadway Commission (COSO) and our
report dated April 20, 2006 expressed an unqualified opinion thereon.



/s/ BDO Seidman, LLP
New York, New York
April 20, 2006

                                       F-1
<PAGE>


SYMS CORP AND ITS SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                     FEBRUARY 25,   FEBRUARY 26,
                                                         2006           2005
                                                     ------------   ------------
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                          $  30,007       $  31,669
   Receivables                                            3,158           2,653
   Merchandise inventories                               57,469          66,124
   Deferred income taxes                                  6,325           6,382
   Assets held for sale                                   5,882           6,878
   Prepaid expenses and other current assets              6,056           6,007
                                                      ---------       ---------
               Total current assets                     108,897         119,713


PROPERTY AND EQUIPMENT - NET                            106,702         110,614

DEFERRED INCOME TAXES                                     5,511           7,212

OTHER ASSETS                                             18,009          15,952
                                                      ---------       ---------


TOTAL ASSETS                                          $ 239,119       $ 253,491
                                                      =========       =========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                   $  15,496       $  15,497
   Accrued expenses                                       7,631           7,835
   Accrued insurance                                        313
                                                                            570
   Obligation to customers                                3,625           3,383
                                                      ---------       ---------
               Total current liabilities                 27,065          27,285



OTHER LONG TERM LIABILITIES                               1,520           1,610

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; 14,934 shares
   outstanding as of February 25, 2006 (net of
   3,328 treasury shares) and 15,087 shares
   outstanding as of February 26, 2005 (net of
   3,055 treasury shares)                                   769             763
   Additional paid-in capital                            16,656          15,496
   Treasury stock                                       (29,649)        (26,013)
   Retained earnings                                    222,758         234,350
                                                      ---------       ---------

               Total shareholders' equity               210,534         224,596
                                                      ---------       ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $ 239,119       $ 253,491
                                                      =========       =========

See Notes to Consolidated Financial Statements

                                      F-2
<PAGE>


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

                                                   FISCAL YEAR ENDED
                                        ----------------------------------------
                                        FEBRUARY 25,  FEBRUARY 26,  FEBRUARY 28,
                                            2006          2005          2004
                                        ------------  ------------  ------------

NET SALES                                $ 280,389     $ 283,567     $ 275,219
Cost of goods sold                         167,313       171,685       167,468
                                         ---------     ---------     ---------
Gross profit                               113,076       111,882       107,751

EXPENSES
Selling, general and administrative         73,571        75,156        76,304
Advertising                                  8,097         7,666         8,409
Occupancy                                   17,370        17,117        17,418
Depreciation and amortization                8,821         9,574        10,896
Loss on sale of assets                          --           550            --
Other income                                   (58)          (55)         (368)
Special charges                                 --            --           500
                                         ---------     ---------     ---------
Total expenses                             107,801       110,008       113,159
Income (loss) from operations                5,275         1,874        (5,408)
Interest expense                               181           154           206
                                                       ---------     ---------
Interest income                             (1,103)         (586)         (181)
Income (loss) before income taxes            6,197         2,306        (5,433)
Provision (benefit) for income taxes         2,761           129          (745)
                                         ---------     ---------     ---------

NET INCOME (LOSS)                        $   3,436     $   2,177     $  (4,688)
                                         =========     =========     =========

Net Income (loss) Per Share - basic      $    0.23     $    0.14     $   (0.31)
                                         =========     =========     =========

Weighted Average Shares
  Outstanding - basic                       14,969        15,139        15,285
                                         =========     =========     =========

Net Income (loss) Per Share - diluted    $    0.23     $    0.14     $   (0.31)
                                         =========     =========     =========

Weighted Average Shares
  Outstanding - diluted                     15,288        15,340        15,285
                                         =========     =========     =========

See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>


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

<TABLE>
<CAPTION>
                                            Additional
                            Common  Stock     Paid-in    Treasury Stock       Retained
                           Shares   Amount    Capital   Shares     Amount     Earnings       Total
                           ------   ------    -------   ------    --------    ---------    ---------
<S>                        <C>      <C>       <C>       <C>       <C>         <C>          <C>
BALANCE AS OF
March 1, 2003              17,949   $  772    $14,093   (2,514)   $(21,573)   $ 236,861    $ 230,153

Exercise of options            23        1        146       --          --           --          147

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

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

BALANCE AS OF
February 28, 2004          17,972      755     14,239   (2,880)    (23,993)     232,173      223,174

Exercise of options           170        8        948       --          --           --          956

Tax benefit derived from
exercise of options            --       --        309       --          --           --          309

Stock buyback                  --       --         --     (175)     (2,020)          --       (2,020)

Net profit                     --       --         --       --          --        2,177        2,177
                           ------   ------    -------   ------    --------    ---------    ---------

BALANCE AS OF
February 26, 2005          18,142      763     15,496   (3,055)    (26,013)     234,350      224,596

Exercise of options           120        6        804       --          --           --          810

Tax benefit derived from
exercise of options            --       --        356       --          --           --          356

Payment of dividends           --       --         --       --          --      (15,028)     (15,028)

Stock buyback                  --       --         --     (273)     (3,636)          --       (3,636)

Net profit                     --       --         --       --          --        3,436        3,436

BALANCE AS OF
                           ------   ------    -------   ------    --------    ---------    ---------
February 25, 2006          18,262   $  769    $16,656   (3,328)   $(29,649)   $ 222,758    $ 210,534
                           ======   ======    =======   ======    ========    =========    =========
</TABLE>


See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                         FISCAL YEAR ENDED
                                                             ------------------------------------------
                                                             FEBRUARY 25,   FEBRUARY 26,   FEBRUARY 28,
                                                                 2006           2005           2004
                                                             ------------   ------------   ------------
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                              $  3,436       $  2,177       $ (4,688)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization                                     8,821          9,574         10,896
Deferred income taxes                                             2,115          1,430         (1,181)
Loss on sale of property and equipment                               (7)           696            394
(Increase) decrease in operating assets:
   Receivables                                                     (505)         1,151         (2,346)
   Merchandise inventories                                        8,655          3,102          8,925
   Prepaid expenses and other current assets                        (50)        (1,997)         1,753
   Other assets                                                  (2,076)        (1,972)        (5,891)
Increase (decrease) in operating liabilities:
  Accounts payable                                                   (1)          (657)         3,515
  Accrued expenses                                                 (461)          (567)        (5,460)
  Obligations to customers                                          242           (187)           218
  Other long term liabilities                                       (90)          (252)           (29)
                                                               --------       --------       --------
      Net cash provided by operating activities                  20,079         12,498          6,106
                                                               --------       --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                               (3,894)        (2,704)        (2,392)
Proceeds from sale of property and equipment                          7          3,194             66
                                                               --------       --------       --------
      Net cash provided by (used in) investing activities        (3,887)           490         (2,326)
                                                               --------       --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividend                                             (15,028)            --             --
Purchase of treasury shares                                      (3,636)        (2,020)        (2,438)
Exercise of options                                                 810            956            147
                                                               --------       --------       --------
      Net cash used in financing activities                     (17,854)        (1,064)        (2,291)
                                                               --------       --------       --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             (1,662)        11,924          1,489
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   31,669         19,745         18,256
                                                               --------       --------       --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $ 30,007       $ 31,669       $ 19,745
                                                               ========       ========       ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
   Interest                                                    $    146       $    170       $    272
                                                               ========       ========       ========
   Income taxes paid, net of refunds                           $    554       $ (1,387)      $  4,267
                                                               ========       ========       ========
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>


SYMS CORP AND ITS SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED FEBRUARY 25, 2006, FEBRUARY 26, 2005 AND FEBRUARY 28, 2004
--------------------------------------------------------------------------------

NOTE 1     -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   PRINCIPAL  BUSINESS - Syms Corp and subsidiary  (the  "Company")  operate a
     chain of 37 "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   subsidiary.   All
     significant intercompany accounts and transactions have been eliminated.

c.   ACCOUNTING PERIOD - The fiscal years ended February 25, 2006,  February 26,
     2005 and February 28, 2004 were comprised of 52 weeks.

d.   CASH AND CASH  EQUIVALENTS-  Cash and cash equivalents  include  securities
     with original maturities of three months or less.

e.   CONCENTRATIONS OF CREDIT RISK - The Companies'  financial  instruments that
     are exposed to concentrations of credit risk consist primarily of cash.

     The Companies have  substantially  all of their cash in banks. The balances
     are insured by the Federal Deposit Insurance  Corporation up to $100,000 in
     each bank. Such cash balances at times exceed federally-insured limits. The
     Companies have not experienced any losses in such accounts.

     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
     expired on March 31, 2006 and will expire on April 30, 2006,  respectively,
     which together cover sales and tailor  employees.  The Company believes its
     relationships   with  the  unions  are  good.   The  Company  is  presently
     negotiating  with the unions to renew these  contracts  and  expects  these
     agreements to be satisfactorily finalized, shortly.

f.   RECEIVABLES - Receivables represent third party credit card receivables.

g.   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.

h.   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
     Computer software            3 years

     The  Company's  policy  is to  amortize  leasehold  improvements  over  the
     original lease term and not include any renewal terms. The Company's policy
     is to capitalize  costs incurred during the  application-development  stage

                                      F-6
<PAGE>


     for  software  bought and  further  customized  by outside  vendors for the
     Company's  use.  Computer  software  is  included  in  property,  plant and
     equipment - net on the balance sheet.

i.   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.

j.   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.

k.   OBLIGATION TO CUSTOMERS - Obligations to customers represent credits issued
     for returned  merchandise  as well as gift  certificates.  When the Company
     sells a gift  certificate  to a customer,  it is recorded as a liability in
     the period it occurred.  When the customer redeems the gift certificate for
     the purchase of merchandise, a sale is recorded and the liability reduced.

l.   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.

m.   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.

n.   COMPREHENSIVE  INCOME - Comprehensive income is equivalent to the Company's
     net income for fiscal years 2005, 2004 and 2003.

o.   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:

p.   Gross Profit - The Company's gross profit may not be comparable to those of
     other  entities,  since other entities may include all of the costs related
     to their  distribution  network in cost of goods sold and others,  like the
     Company,  exclude a portion of those costs from gross profit and,  instead,
     include  them  in  other  like  items,  such as  selling  and  general  and
     administrative expenses and occupancy costs.

                                      F-7
<PAGE>


                                                             FISCAL YEAR
                                                         ------------------
                                                         2005   2004   2003
                                                         ----   ----   ----

     Men's tailored clothes and haberdashery              54%    53%    52%
     Women's dresses, suits, separates and accessories    28%    29%    30%
     Shoes                                                 8%     8%     8%
     Children's wear                                       7%     7%     7%
     Luggage, domestics and fragrances                     3%     3%     3%
                                                         ---    ---    ---
                                                         100%   100%   100%

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

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

r.   OTHER ASSETS - Other assets  include  $17,304,000  and  $15,266,000 of cash
     surrender value of officer's life  insurance,  and $705,000 and $686,000 of
     other miscellaneous assets such as security deposits, step rent receivables
     and deferred lease  acquisition costs at February 25, 2006 and February 26,
     2005, respectively.

s.   ADVERTISING  COSTS - Advertising  and sales promotion costs are expensed at
     the time the advertising occurs. Advertising and sales promotion costs were
     $8,097,000, $7,666,000 and $8,409,000 in 2005, 2004 and 2003, respectively.
     The Company  does not receive any  allowances  and credits  from vendors in
     connection with the purchase or promotion of the vendor's product, such as,
     co-operative advertising and other considerations.


t.   RECLASSIFICATIONS  -  Certain  amounts  in  the  2003  and  2004  financial
     statements have been reclassified to conform with the 2005 presentation.

u.   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, 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 the Financial  Accounting  Standards Board ("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 2004 and 2003 and a
     total of 97,500 options were granted in 2005.  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.

                                      F-8
<PAGE>


                                                2005      2004      2003
                                               ------    ------   -------

     (in thousands except per share amount)

     Net income (loss) as reported             $3,436    $2,177   ($4,688)

       Less stock option expense using
         fair value method                       (773)       --     ($484)
                                               ------    ------   -------

     Pro forma net income (loss)               $2,663    $2,177   ($5,172)
                                               ======    ======   =======

     Net income (loss) per share basic
       and diluted as reported                   $.23      $.14     ($.31)

     Net income (loss) per share basic
       and diluted pro forma                     $.17      $.14     ($.34)

     The  Black-Scholes  for fiscal 2005 resulted in an expense  attribution  of
     $773,000.  There were 739,000  options  outstanding  and  exercisable  at a
     weighted average price of $8.08. The assumptions used in the  Black-Scholes
     calculations  were at an interest rate of 4.23% in 2005.  Stock  volatility
     was 0.33 for fiscal  2005.  The  expected  life of the options  outstanding
     range from .6 to 9.3 years.  There is no expected  annual  dividend for the
     indefinite future.

NEW ACCOUNTING PRONOUNCEMENTS

     In May 2005,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 154,  "Accounting
Changes and Error  Corrections  - a  replacement  of APB Opinion No. 20 and FASB
Statement  No. 3" ("SFAS  154").  This  Statement  replaces  APB Opinion No. 20,
"Accounting Changes," and FASB Statement No. 3, "Reporting Accounting Changes in
Interim  Financial  Statements."  SFAS  154  changes  the  requirements  for the
accounting  for and reporting of a change in accounting  principle.  Previously,
most voluntary changes in accounting  principles required  recognition through a
cumulative  adjustment  within net income of the period of the change.  SFAS 154
requires  retrospective  application  to prior  periods'  financial  statements,
unless it is impracticable to determine  either the  period-specific  effects or
the  cumulative  effect of the  change.  SFAS 154 is  effective  for  accounting
changes made in fiscal years  beginning  after December 15, 2005;  however,  the
Statement does not change the specific transition  provisions of any existing or
future accounting pronouncements. The adoption of this statement is not expected
to have a material effect on our financial position or results of operations.

     In March  2005,  the FASB  issued  FASB  Interpretation  No. 47 ("FIN 47"),
"Accounting for Conditional Asset Retirement Obligations." FIN 47 clarifies that
the term  "conditional  asset  retirement  obligation"  as used in SFAS No. 143,
"Accounting for Assets Retirements Obligations," refers to a legal obligation to
perform  an asset  retirement  activity  in which the  timing  and/or  method of
settlement  are  conditional on a future event that may or may not be within the
control of the  entity.  Furthermore,  the  uncertainty  about the timing and or
method of settlement  of a conditional  asset  retirement  obligation  should be
factored into the  measurement  of the  liability  when  sufficient  information
exists.  FIN 47 clarifies  that an entity is required to recognize the liability
for the fair  value of a  conditional  asset  obligation  when  incurred  if the
liability's  fair  value  can be  reasonably  estimated.  The  adoption  of this
statement is not expected to have a material effect on our financial position or
results of  operations.  We intend to implement the provisions of this statement
in the first quarter of 2006.

     In December  2004,  the FASB issued SFAS 151,  "Inventory  Costs," which is
effective for inventory  costs incurred during fiscal years beginning after June
15, 2005. This statement amends ARB No. 43, Chapter 4, "Inventory

                                      F-9
<PAGE>


Pricing,"  to clarify  the  accounting  for  abnormal  amounts of idle  facility
expense,  freight,  handling  costs and  wasted  material  (spoilage).  SFAS 151
requires that these items be recognized as current-period  charges regardless of
whether they meet the  criterion of "so  abnormal".  In addition,  allocation of
fixed  production  overheads  to the  costs of  conversion  must be based on the
normal capacity of the production facilities.  The adoption of this statement is
not expected to have a material  effect on our financial  position or results of
operations.

     In December  2004, the FASB issued SFAS 123R,  "Share-Based  Payment." This
statement is a revision of SFAS 123,  "Accounting for Stock-Based  Compensation"
and  supersedes  APB 25,  "Accounting  for Stock  Issued to  Employees,"  and is
effective  the first  annual  period  that  begins  after  June 15,  2005 or the
Company's  first  quarter of fiscal  2006.  SFAS 123R  establishes  standards on
accounting  for  transactions  in which an entity obtains  employee  services in
share-based  payment  transactions.  This statement requires  measurement of the
cost  of  employee  services  received  in  exchange  for  an  award  of  equity
instruments  based on the grant-date fair value of the award.  That cost will be
recognized  over the period  during  which an  employee  is  required to provide
service in exchange  for the award,  which is usually the vesting  period.  SFAS
123R also  addresses  transactions  in which an  entity  incurs  liabilities  in
exchange for goods or services  that are based on the fair value of the entity's
equity  instruments  or that may be  settled  by the  issuance  of those  equity
instruments..  If options are  granted in the  future,  it could have a material
affect on operations. We intend to implement the provisions of this statement in
the first quarter of 2006.

     In  March  2005,  the  SEC  issued  Staff  Accounting   Bulletin  No.  107,
"Share-Based Payments" ("SAB 107"). SAB 107 expresses views of the SEC regarding
the  interaction  between  SFAS 123R and certain SEC rules and  regulations  and
provides the SEC's views regarding the valuation of share-based compensation for
public  companies.  We intend to apply the  principles of SAB 107 in conjunction
with our adoption of SFAS 123R.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of:

                                                    FEBRUARY 25,   FEBRUARY 26,
                                                        2006           2005
                                                    ------------   ------------
                                                         (IN THOUSANDS)

     Land                                             $ 40,663       $ 40,279
     Buildings and building improvements               118,154        116,251
     Leasehold and leasehold improvements               30,192         30,139
     Machinery and equipment                            22,432         21,637
     Furniture and fixtures                             20,954         20,943
     Construction in progress                            1,626            249
     Computer software                                  12,717         11,888
                                                      --------       --------
                                                       246,738        241,386


     Less accumulated depreciation and amortization    140,036        130,772
                                                      --------       --------
                                                      $106,702       $110.614
                                                      ========       ========

Included in assets held for sale is  property  that the Company  intends to sell
(property  located in  Dallas,  Texas and  Rochester,  New  York).  The  Company
presently  has  contracts  to sell both  properties  at amounts in excess of its
carrying value.  Such assets have carrying value of approximately  $5,882,000 as
of February 25, 2006.  At February  26,  2005,  assets held for sale  included a
contract for the purchase of the North Randall, Ohio property. This contract was
cancelled by seller and this has been placed back into property and equipment..

                                      F-10
<PAGE>


NOTE 3 - INCOME TAXES

The provision (benefit) for income taxes is as follows:

                                                FISCAL YEAR ENDED
                                     ----------------------------------------
                                     FEBRUARY 25,  FEBRUARY 26,  FEBRUARY 28,
                                         2006          2005          2004
                                     ------------  ------------  ------------
                                                                (in thousands)

     Current:
        Federal                        $   226       $    --       $    --
        State                              420        (1,301)          436
                                       -------       -------       -------
                                           646        (1,301)          436
                                       -------       -------       -------

     Deferred:
        Federal                          1,853         1,279          (279)
         State                             262           151          (902)
                                       -------       -------       -------
                                         2,115         1,430        (1,181)
                                       -------       -------       -------
                                       $ 2,761       $   129       $  (745)
                                       =======       =======       =======


     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 25,  FEBRUARY 26,  FEBRUARY 28,
                                           2006          2005          2004
                                        ------------  ------------  ------------

     Statutory Federal income tax rate      35.0%         35.0%        (35.0%)
     State taxes                             7.1%        (32.4%)        (5.6%)
     Officers' life insurance                6.5%         22.2%          9.3%
     Expiration of net operating loss         --            --         (12.0%)
     Change of valuation allowance            --         (21.7%)        27.6%
     Adjustment of prior year deferred tax  (4.7%)          --            --
     Other                                    .6%          2.5%          2.0%
                                          ------        ------        ------
     Effective income tax rate              44.5%          5.6%        (13.7%)
                                          ======        ======        ======

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

                                      F-11
<PAGE>


                                                         FISCAL YEAR ENDED
                                                   -----------------------------
                                                    FEBRUARY 25,   FEBRUARY 26,
                                                        2006           2005
                                                   -------------- --------------
                                                   (In thousands) (In thousands)
Deferred tax assets:
   Capitalization of inventory costs                  $  1,075       $  1,199
   Pension cost                                            550            240
   Reserves not currently deductible for tax purposes    2,099          2,068
   Net operating losses                                  4,086          7,845
   Depreciation                                          4,248          2,687
   Step Rent                                               514            522
   Minimum tax credit                                      226             --
   Other                                                    38             33
                                                      --------       --------
   Deferred tax assets before valuation allowance       12,836         14,594
   Valuation allowance                                  (1,000)        (1,000)
                                                      --------       --------
   Net deferred  tax assets                           $ 11,836       $ 13,594
                                                      ========       ========

   Current deferred tax asset                         $  6,325       $  6,382
   Long term deferred tax asset                          5,511          7,212
                                                      --------       --------
   Total                                              $ 11,836       $ 13,594
                                                      ========       ========

At February 25, 2006, the Company had federal and state net operating loss carry
forwards of $6,137,618 and $46,687,242,  respectively.  The Company  maintains a
valuation  allowance of approximately  $1,000,000 with regard to a net operating
loss carry forward which expires within the next year.  The valuation  allowance
relates to the state net operating loss carry forwards. The net operating losses
expire in years through 2024.

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

The Company has a revolving  credit  agreement  with a bank for a line of credit
not to exceed $30,000,000  through May 1, 2008. The agreement contains financial
covenants,  with respect to consolidated tangible net worth, as defined, working
capital and maximum  capital  expenditures,  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  25,  2006.  Except for funds
provided from this  revolving  credit  agreement,  the Company has satisfied its
operating  and  capital  expenditure  requirements,   including  those  for  the
operations and expansion of stores,  from internally  generated  funds.  For the
fiscal  years ended  February  25, 2006 and  February  26,  2005,  there were no
borrowings  under the  revolving  credit  agreement.  At  February  25, 2006 and
February 26, 2005,  the Company had $1,189,234  and $744,517,  respectively,  in
outstanding  letters  of  credit  under  the  Revolving  Credit  Agreement.  The
outstanding  letters of credit for the fiscal years ended  February 25, 2006 and
February 26, 2005 are part of the unsecured $30,000,000 line of credit.

Total  interest  charges  incurred for the fiscal years ended February 25, 2006,
February 26, 2005 and February 28, 2004 were  $181,000,  $154,000 and  $206,000,
respectively.  There was no capitalized interest for fiscal years 2005, 2004 and
2003.

                                      F-12
<PAGE>


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 currently using this facility.

NOTE 5 - FAIR VALUE DISCLOSURES

THE FAIR VALUE OF THE COMPANY'S CASH AND CASH EQUIVALENTS,  ACCOUNTS  RECEIVABLE
AND ACCOUNTS PAYABLE APPROXIMATES THEIR CARRYING VALUES AT FEBRUARY 25, 2006 AND
FEBRUARY 26, 2005 DUE TO THE SHORT TERM MATURITIES OF THESE INSTRUMENTS.

NOTE 6 - 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 56% of plan
     assets.  Fixed  securities make up the remaining 44% 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 25,   FEBRUARY 26,
                                                         2006           2005
                                                       --------       --------
                                                           (In thousands)
CHANGE IN BENEFIT OBLIGATION:
   Net benefit obligation at beginning of year         $ 10,257       $  9,177
   Service cost                                             705            672
   Interest cost                                            585            554
   Actuarial loss                                           172            130
   Gross benefits paid                                     (287)          (276)
                                                       --------       --------
   Net benefit obligation at end of year               $ 11,432       $ 10,257
                                                       ========       ========

CHANGE IN PLAN ASSETS:

   Fair value of plan assets at beginning of year      $  7,403       $  6,462
   Employer contributions                                   571            616
   Gross benefits paid                                     (287)          (276)
   Actual return on plan assets                             363            601
                                                       --------       --------
   Fair value of plan assets at end of year            $  8,050       $  7,403
                                                       ========       ========

   Funded status at end of year                        $ (3,381)      $ (2,853)
   Unrecognized net actuarial loss                        2,203          1,836
   Unrecognized transition amount                            --             --
                                                       --------       --------
   Accrued benefit costs                               $  1,178       $ (1,017)
                                                       ========       ========


Pension expenses includes the following components:

                                                  FISCAL YEAR ENDED
                                       ----------------------------------------
                                       FEBRUARY 25,  FEBRUARY 26,  FEBRUARY 28,
                                           2006          2005            2004
                                       ------------  ------------  ------------
(IN THOUSANDS)
COMPONENTS OF NET PERIODIC BENEFIT
COST:
Service cost                              $ 705         $ 672         $   642
Interest cost                               585           554             494
Return on assets                           (363)         (601)         (1,003)
Amortization of (gain) loss                (194)           82             637
                                          -----         -----         -------
Net periodic benefit cost                 $ 733         $ 707         $   770
                                          =====         =====         =======

WEIGHTED-AVERAGE ASSUMPTIONS USED:
Discount rate                               5.7%            6%              6%
Rate of compensation increase               4.5%          4.5%            4.5%

The expected long-term rate of return on plan assets was 8.0% for all years.

                                      F-14
<PAGE>


As of December 31, 2005, the benefits expected to be paid in the next five years
and in the aggregate for the five years thereafter are as follows:

               2006              $  378
               2007                 414
               2008                 451
               2009                 498
               2010                 543
               2011-2015         $3,309

The asset allocation for the Company's  primary pension plans at the end of 2005
and 2004 and the target allocation of 2006, by asset category, are as follows:

                                                       % of             % of
                               Range of Target      Plan Assets      Plan Assets
         Asset Category        Asset Allocation        2005             2004
         --------------        ----------------     -----------      -----------

     Equity Securities               50%                56%              55%
     Fixed Income Securities         50%                44%              45%
                                                        ---             ---
     TOTAL                                             100%             100%


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 made a contribution to this
     plan in fiscal 2005  amounting  to  $200,000.  The Company has not made any
     matching  contributions to this plan during the fiscal years ended February
     26, 2005 and February 28, 2004.

NOTE 7 - COMMITMENTS

a.   LEASES - The Company has various  operating  leases for its retail  stores,
     with terms expiring between 2006 and 2015. 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 25, 2006 are as follows:

                                      F-15
<PAGE>


                                                 OPERATING
                                                  LEASES
                                               ------------

     2006                                      $  7,543,262
     2007                                         7,447,662
     2008                                         6,799,745
     2009                                         5,902,369
     2010                                         4,471,401
     2011 and thereafter                          4,042,900
                                               ------------
     Total minimum payments                    $ 36,207,339
                                               ============


Rent expense for operating leases are as follows:

                                                 FISCAL YEAR ENDED
                                    --------------------------------------------
                                    FEBRUARY 25,    FEBRUARY 26,    FEBRUARY 28,
                                        2006            2005            2004
                                    ------------    ------------    ------------
                                                   (IN THOUSANDS)
Minimum rentals due                   $ 7,522         $ 7,841         $ 8,095
Escalation rentals accrued                (94)           (253)            (31)
Contingent rentals                         --              --              --
Sublease rentals                         (250)           (240)           (228)
                                      -------         -------         -------

                                      $ 7,178         $ 7,348         $ 7,836
                                      =======         =======         =======


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  $450,000. In addition,  this 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 25,
     2006.

NOTE 8 - 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.

                                      F-16
<PAGE>


NOTE 9 - STOCK OPTION PLAN

The Company's Amended and Restated Stock Option and Appreciation 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 Stock 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  Stock 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.
The  Company  is no longer  issuing  options  under  its  Amended  and  Restated
Incentive Stock Option and Appreciation Plan.

No option or stock  appreciation  rights may be granted  under the  Amended  and
Restated  Incentive 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).

On July 14, 2005,  at the annual  meeting of  shareholders  of the Company,  the
shareholders  of the  Company  approved  the 2005 Stock  Option  Plan (the "2005
Plan"),  which 2005 Plan was adopted by the Board of Directors of the Company on
April 7, 2005 subject to shareholder  approval.  The 2005 Plan permits the grant
of options,  share  appreciation  rights,  restricted  shares,  restricted share
units,  performance  units,  performance  shares,  cash-based  awards  and other
share-based  awards.  Key  employees,  non-employee  directors,  and third party
service  providers of the Company who are selected by a committee  designated by
the Board of Directors of the Company are  eligible to  participate  in the 2005
Plan. The maximum number of shares  issuable under the Plan is 850,000,  subject
to  certain  adjustments  in the  event  of  changes  to the  Company's  capital
structure.

The 2005 Plan  requires that  incentive  stock options be granted at an exercise
price not less than the fair  market  value of the Common  Stock on the date the
option is granted.  The exercise  price of such options for holders of more than
10% of the voting  stock of the  Company  must be not less than 110% of the fair
market  value of the Common Stock on the date of grant.  The  exercise  price of
non-qualified  options and stock appreciation  rights must not be less than fair
market value.

The maximum exercise period for any option or stock appreciation right under the
2005 Plan is ten years from the date the option is granted  (five  years for any
incentive stock options issued to a person who holds more than 10% of the voting
stock of the Company).

The 2005 Plan permits the Company to issue restricted  shares,  restricted share
units,  performance  units,  cash-based awards and other share-based awards with
such  term and  conditions  (including  applicable  vesting  conditions)  as the
Company shall  determine,  subject to certain terms and  conditions set forth in
the 2005 Plan.

                                      F-17
<PAGE>


<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED
                                   ------------------------------------------------------------------
                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   ------------------------------------------------------------------

                                    FEBRUARY 25, 2006      FEBRUARY 26, 2005      FEBRUARY 28, 2004
                                   --------------------   --------------------   --------------------
                                               WEIGHTED               WEIGHTED               WEIGHTED
                                    FISCAL     AVERAGE     FISCAL      AVERAGE    FISCAL      AVERAGE
                                     2005      EXERCISE     2004      EXERCISE     2003      EXERCISE
FIXED OPTIONS                       SHARES      PRICE      SHARES       PRICE     SHARES       PRICE
                                   --------    --------   --------    --------   --------    --------
<S>                                     <C>    <C>          <C>       <C>           <C>      <C>
Outstanding
  beginning of year                     711    $   7.49     7.4888    $   7.13      .1991    $   7.21
  Granted                               149       15.01                                            --
  Exercised                            (120)       5.21       (170)       5.63        (23)       5.63
  Cancelled                              (1)       5.21         (7)       5.63        (80)       8.58
-----------------------------------------------------------------------------------------------------
Outstanding, end of period              739    $   8.08     8.0711    $   7.49      .4888    $   7.13
=====================================================================================================

Options exerciseable at year end        739    $   8.08     8.0711    $   7.49      .4888    $   7.13
</TABLE>


The following table summarizes  information  about stock options  outstanding at
February 25, 2006:

               OPTIONS OUTSTANDING AND EXERCISABLE
-----------------------------------------------------------------
                                                WEIGHTED-AVERAGE
                            NUMBER                 REMAINING
    RANGE OF            OUTSTANDING AT            CONTRACTUAL
 EXERCISE PRICES       FEBRUARY 25, 2006          LIFE (YEARS)
-----------------------------------------------------------------
      5.21                 377,935                    3.7

      7.41                  20,256                     .6

      9.15                  26,980                    1.2
      9.90                 215,840                    2.6

      15.01                 97,500                    9.3
                           -------

                           738,511

NOTE 10 - 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 income (loss) per share have been computed as follows:

                                                  FISCAL    FISCAL    FISCAL
                                                   2005      2004      2003
                                                 -------   -------   --------
                                                        (IN THOUSANDS)
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE:

Net income (loss)                                $ 3,436   $ 2,177   ($ 4,688)
Average shares outstanding - basic                14,969    15,139     15,285

Net income (loss) per share - basic              $  0.23   $  0.14   ($  0.31)

Average shares outstanding - diluted              15,288    15,340     15,285

Net income (loss) per share - diluted            $  0.23   $  0.14   ($  0.31)

                                      F-18
<PAGE>


Options to  purchase  888,000  shares of common  stock were not  included in the
computation   of  diluted  net  loss  per  share  for  2003  because  they  were
anti-dilutive.

NOTE 11 - 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 2005, 2004 and 2003, the Company
paid to Sy Syms $796,500, $796,500 and $796,500 respectively, in fixed rent.


NOTE 12 - UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

                                                         QUARTER
                                         ---------------------------------------
                                          FIRST     SECOND      THIRD    FOURTH
                                         -------   --------    -------   -------
                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED FEBRUARY 25, 2006
Net sales                                $67,432   $ 61,457    $74,694   $76,806
Gross profit                              28,842     23,985     29,838    30,411
Net income (loss)                          1,055     (1,203)     1,180     2,404
Net income (loss) per share - basic         0.07      (0.08)      0.08      0.16
Net income (loss) per share - diluted       0.07      (0.08)      0.08      0.16


                                                         QUARTER
                                         ---------------------------------------
                                          FIRST     SECOND      THIRD    FOURTH
                                         -------   --------    -------   -------
                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED FEBRUARY 26, 2005
Net sales                                $68,321   $ 61,254    $75,980   $78,012
Gross profit                              28,156     23,269     30,074    30,383
Net income (loss)                              4     (3,732)     2,018     3,887
Net income (loss) per share - basic           --      (0.25)      0.13      0.26
Net income (loss) per share - diluted         --      (0.25)      0.13      0.26

                                      F-19