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 MARCH 1, 2003

                                       or

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

                          Commission file number 1-8546

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

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

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

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

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

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

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

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

     Indicate  by check  mark  whether  registrant  (1) has  filed  all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes _X_ No ___

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12-b2 of the Exchange Act).

                                 Yes ___ No _X_

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates of the registrant was approximately $55,515,000 based upon the
closing  market  price of $7.40  per share of the  Common  Stock on the New York
Stock Exchange as of August 30, 2002, the last business day of the  registrant's
most recently completed second fiscal quarter.

As of May 5, 2003, 15,440,478 shares of Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the registrant's Proxy Statement for the 2003 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A are incorporated in Part III
hereof by reference.

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


                                     PART I
                                     ------

ITEM 1.  BUSINESS

GENERAL

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

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

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


DESCRIPTION OF BUSINESS

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

     Syms operates in a single industry  segment and has no foreign  operations.
No material  part of the  Company's  consolidated  revenues  is received  from a
single customer or group of customers.

MERCHANDISE

     For the year ended March 1, 2003, net sales were generated by the following
categories:

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

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

PURCHASING

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

DISTRIBUTION

     The Company owns a distribution center,  located at Syms Way, Secaucus, New
Jersey. The facility contains approximately 277,000 square feet of warehouse and
distribution space, 34,000 square feet of office space and 29,000 square feet of
store  space.  The  facility is located on an 18.6 acre parcel of land for which
the  Company  holds a ground  lease  for a  remaining  term of 273  years.  Most
merchandise is received from  manufacturers at the distribution  center where it
is inspected, ticketed and allocated to particular stores.

                                       1
<PAGE>


MARKETING

     The Company's  pricing policy is to affix a ticket to each item  displaying
Syms' selling price as well as the price the Company  regards as the traditional
full retail price of that item at department or specialty  stores.  All garments
are sold with the  brand-name as affixed by the  manufacturer.  Because  women's
dresses are vulnerable to considerable style fluctuation, Syms has long utilized
a ten-day automatic  markdown pricing policy to promote movement of merchandise.
The date of placement on the selling  floor of each women's  dress is stamped on
the back of the price ticket. The front of each ticket contains what the Company
believes to be the nationally advertised price, the initial Syms price and three
reduced  prices.  Each reduced price becomes  effective after the passage of ten
selling days.  Women's dresses  represent  approximately 4.5 % of net sales. The
Company also offers "dividend"  prices consisting of additional price reductions
on various types of merchandise.

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

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

TRADEMARKS

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

COMPETITION

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

OPERATIONS AND CONTROL SYSTEMS

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

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

EMPLOYEES

     At March 1, 2003, the Company had 2,081 employees of whom approximately 743
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 31,  2003 and  covers  145 sales and tailor
employees.  The Company's  collective  bargaining  agreements  Local 1102 of the
Retail,  Wholesale and Department Store Union and the United Food and Commercial
Workers Union expired on March 28, 2003 and April 30, 2003, respectively,  which
together  cover 1,327 sales and tailor  employees.  The Company is  currently in
negotiations with the unions to enter into new collective bargaining agreements.
The Company believes its relationships with the unions are good.

                                       2
<PAGE>


ITEM 2.   PROPERTIES

THE STORES

   LOCATION

     At March 1, 2003,  the  Company  had 40 stores,  17 of which are located in
leased facilities. The following table indicates the locations of the stores and
the approximate selling space of each location. In addition to the selling space
indicated, each store contains between approximately 2,000 to 12,000 square feet
for inspection and ticketing of merchandise and administrative functions.

<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/NEW JERSEY
                Fairfield               Owned        32,000                           Park Avenue             Leased        45,000
                Hartford               Leased        31,000                           Trinity                  Owned        40,000
                                                                                      Westbury                 Owned        72,000
                                                                                      Commack                  Owned        36,000
FLORIDA                                                                               Westchester             Leased        50,000
                Fort Lauderdale         Owned        44,000                           Rochester                Owned        32,000
                Miami                   Owned        45,000                           Buffalo                  Owned        39,000
                West Palm Beach         Owned        36,000                           Paramus                  Owned        56,000
                Tampa                   Owned        38,000                           Woodbridge              Leased        32,000
                Kendall                Leased        32,000                           Secaucus                 Owned        29,000
GEORGIA                                                                               Cherry Hill              Owned        40,000
                Norcross                Owned        51,000                           Lawrenceville           Leased        54,000
                Marietta                Owned        39,000     NORTH CAROLINA
ILLINOIS                                                                              Charlotte               Leased        30,000
                Addison                 Owned        47,000
                Niles                  Leased        32,000     OHIO
                                                                                      Highland Heights        Leased        36,000

MARYLAND
                Baltimore              Leased        43,000     PENNSYLVANIA
                Rockville               Owned        61,000                           King of Prussia          Owned        41,000
                Towson                 Leased        41,000                           Monroeville              Owned        31,000
MASSACHUSETTS
                Norwood                Leased        36,000
                Peabody                Leased        39,000
                                                                RHODE ISLAND
                                                                                      N. Cranston Leased                    27,000
MICHIGAN
                Southfield              Owned        46,000     TEXAS
                Troy                   Leased        37,000                           Dallas                   Owned        42,000
MISSOURI                                                                              Houston                  Owned        34,000
                St. Louis              Leased        33,000                           Hurst                    Owned        38,000

                                                                VIRGINIA
                                                                                      Falls Church            Leased        39,000
</TABLE>

                                       3
<PAGE>


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

     Syms also owns land in Roseland,  New Jersey in a  commercially  zoned area
which the Company  agreed to sell on March 31, 2003.  The closing of the sale is
subject to certain  conditions,  including  conditions relating to environmental
standards.  Syms also owns land and  buildings in Northern Ohio at the site of a
closed store.

  LEASE TERMS


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


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

          2003                    0               0                  0
          2004                    2               1                  5 years
          2005                    4               3             1 - 10 years
          2006                    1               1                  0
          2007                    1               0                  0
          2008 and thereafter     9               8           2.5 -  5 years

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

     Store leases provide for a base rental of between  approximately  $4.30 and
$40.79 per square foot. In addition, under the "net" terms of all of the leases,
the Company  must also pay  maintenance  expenses,  real estate  taxes and other
charges.  One of the Company's stores provides for rent based on a percentage of
sales. Minimum rental payments for Syms' leased stores aggregated $8,655,842 for
the year ended  March 1, 2003,  of which  $649,125  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.

     In addition, the Company has a lease for its Chicago store, which closed on
September 14, 2002, expiring in 2011.

  STORE OPENINGS/CLOSINGS

     No new stores  were  opened  this year.  Two stores were closed this fiscal
year. These stores were located in Pittsburgh, PA and Chicago, IL.


ITEM 3.   LEGAL PROCEEDINGS

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


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

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

                                       4
<PAGE>


                                     PART II
                                     -------


ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY
           AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The common stock of the Company (the "Common  Stock") is listed for trading
on the NewYork 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 March 1, 2003               $7.71      $7.07
          Quarter ended November 30, 2002            7.79       6.45
          Quarter ended August 31, 2002              7.50       5.85
          Quarter ended June 1, 2002                 6.15       5.45

          Quarter ended March 2, 2002               $6.40      $5.00
          Quarter ended December 1, 2001             5.80       4.85
          Quarter ended September 1, 2001            6.95       5.43
          Quarter ended June 2, 2001                 8.00       5.72


HOLDERS

     As of May 5, 2003,  there were 123 record  holders of the Company's  Common
Stock. The Company believes that there were in excess of 1,416 beneficial owners
of the Company's Common Stock as of that date.

DIVIDENDS

     The Board of  Directors  of the Company did not  declare  dividends  in the
fiscal  years ended  March 1, 2003 and March 2, 2002.  Payment of  dividends  is
within the  discretion  of the  Company's  Board of  Directors  and depends upon
various  factors  including the  earnings,  capital  requirements  and financial
condition  of  the  Company  (see  Note 4 to  Notes  to  Consolidated  Financial
Statements regarding covenants in the Company's revolving credit agreement). The
Company intends  generally to retain  earnings,  if any, to fund development and
growth of its  business.  The Company  does not plan on paying  dividends in the
near term.


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
March 1, 2003, March 2, 2002, March 3, 2001,  February 26, 2000 and February 27,
1999. The selected  financial data presented below should be read in conjunction
with such Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                                                     FISCAL YEAR ENDED
                                                -------------------------------------------------------------
                                                MARCH 1,     MARCH 2,     MARCH 3,  FEBRUARY 26,  FEBRUARY 27,
                                                  2003         2002         2001        2000         1999
                                                --------     --------     --------    --------     --------
<S>                                             <C>          <C>          <C>         <C>          <C>
                                                          (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Net sales ...................................   $281,505     $287,744     $342,316     $341,570    $343,858
Net income (loss) ...........................     (9,035)      (2,319)      (8,333)       2,224      17,449
Net income (loss) per share -- basic ........     (0. 58)       (0.15)       (0.52)        0.14        1.00
Net income (loss) per share -- diluted ......      (0.58)       (0.15)       (0.52)        0.14        1.00
BALANCE SHEET DATA:
Working capital .............................   $ 77,342     $ 85,961     $ 86,638     $ 87,812    $101,592
Total assets ................................    262,473      276,494      276,867      300,314     298,742
Other long term liabilities .................      1,891        2,118        2,409        2,436       1,567

Shareholders' equity ........................    230,154      241,457      243,935      253,428     258,760
</TABLE>

                                       5
<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) includes  forward-looking  statements (as such term is defined in the
Private  Securities  Litigation Reform Act of 1995) 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATE

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

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

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

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

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

                                       6
<PAGE>


     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 March 1, 2003,
March 2, 2002 and March 3, 2001.  The fiscal years ended March 1, 2003 and March
2, 2002 were each comprised of 52 weeks. The fiscal year ended March 3, 2001 was
comprised of 53 weeks.

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

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

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

     Selling,  general and administrative  (SG&A) expense was $76,998,000 (27.4%
as a  percentage  of net  sales)  for the  fiscal  year  ended  March 1, 2003 as
compared to $78,261,000 (27.2% as a percentage of net sales) for the fiscal year
ended March 2, 2002. The reduced expenses in fiscal 2002 is largely attributable
to  the  closing  of  five  stores  located  in  Chicago,  IL,  Pittsburgh,  PA,
Sharonville,  OH, Franklin Mills, PA and Potomac,  VA which was partially offset
by increases in health insurance, pension and insurance premiums in the existing
stores.   SG&A  increased  as  a  percentage  of  sales  slightly  due  to  some
inefficiencies associated operating less stores.

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

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

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

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

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

                                       7
<PAGE>


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

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

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

     FISCAL YEAR ENDED MARCH 2, 2002 (FISCAL 2001) COMPARED TO FISCAL YEAR ENDED
MARCH 3, 2001 (FISCAL 2000)

     Net sales for the fiscal year ended  March 2, 2002,  were  $287,744,000,  a
decrease of $54,572,000 (15.9%) as compared to net sales of $342,316,000 for the
fiscal  year ended  March 3,  2001.  The  decline  in sales for  fiscal  2001 as
compared to fiscal 2000 can be largely  attributable  to (1) a 13.2%  decline in
comparable store sales due to the difficult economic environment,  (2) the extra
week in fiscal 2000 which amounted to approximately $4,013,000,  (3) the closing
of three stores located in Boston,  MA, Gurnee,  IL and  Sharonville,  OH, which
sales in fiscal 2000 amounted to approximately $9,200,000 and (4) the closing of
the Trinity  store  located  near the World Trade Center site for a period of 18
days  following  September  11, 2001,  which store  suffered a sales  decline in
fiscal 2001 of approximately $4,500,000.

     Gross  profit for the fiscal year ended March 2, 2002 was  $108,581,000,  a
decrease  of  $18,306,000  (37.7% as a  percentage  of net sales) as compared to
$126,887,000  (37.1% as a  percentage  of net sales)  for the fiscal  year ended
March 31, 2001.  Although the gross profit  percentage  improved in fiscal 2001,
the decline in sales, as noted above, accounts for the shortfall in gross profit
dollars.

     Selling,  general and administrative  (SG&A) expense was $78,261,000 (27.2%
as a  percentage  of net  sales)  for the  fiscal  year  ended  March 2, 2002 as
compared to $84,810,000 (24.8% as a percentage of net sales) for the fiscal year
ended March 3, 2001. The expenses of the closed stores (Gurnee,  IL, Boston, MA,
Sharonville,  OH, Franklin Mills, PA and Potomac,  VA) amounted to approximately
$3,900,000,  and the  remainder  of the decline  results  from  greater  expense
efficiencies  in the existing  stores.  The increase as a percentage of sales is
due principally to a lack of sales leverage in relation to our fixed costs.

     Advertising  expense for the fiscal year ended March 2, 2002 was $8,936,000
(3.1% as a  percentage  of net  sales) as  compared  to  $10,122,000  (3.0% as a
percentage  of net sales) for the fiscal year ended March 3, 2001.  The decrease
is primarily due to reduced advertising in certain markets.

     Occupancy  costs were  $18,807,000  (6.5% as a percentage of net sales) for
the fiscal  year  ended  March 2, 2002 as  compared  to  $21,366,000  (6.2% as a
percentage  of net  sales)  for the  fiscal  year  ended  March 3,  2001.  Total
occupancy costs declined by approximately  $2,559,000 compared to a year ago. Of
this decline,  $2,400,000 is attributable to the five closed stores (Gurnee, IL,
Boston, MA, Sharonville, OH, Franklin Mills, PA and Potomac, VA).

     Depreciation and amortization amounted to $11,520,000 (4.0% as a percentage
of net sales) for the fiscal year ended March 2, 2002 as compared to $11,468,000
(3.4% as a percentage of net sales) for the fiscal year ended March 3, 2001.

     Other  income was  recorded  by the  Company  amounting  to  $6,289,000  as
follows:

     Insurance recovery from employee theft                   $3,000,000
     Restitution from the employee relating to the theft       1,811,000
     Gain on stock due demutualization                         1,058,000
     Reversal of closed store lease liability                    377,000
     Other                                                        43,000
                                                              ----------
     Total                                                    $6,289,000
                                                              ==========

                                       8
<PAGE>


     During  the third  quarter of fiscal  2000,  the  Company  recorded a store
closing  charge  of  $12.9  million  relating  to a plan to close  five  stores,
including its store in Boston, Massachusetts, and an additional lease commitment
associated with a previously  closed store.  The action was taken by the Company
to enhance competitiveness, reduce expenses and to improve efficiencies.

     The net loss before income taxes was  $2,559,000  for the fiscal year ended
March 2, 2002 as compared to a net loss before income taxes of  $13,661,000  for
the fiscal year ended March 3, 2001.  This variance is largely  attributable  to
the recording of a store closing  charge in the third quarter of fiscal 2000 for
the closing of certain stores.

     For the fiscal year ended March 2, 2002, the effective  income tax rate was
9.4% compared to 39% for the fiscal year ended March 3, 2001. The reduced income
tax rate is due to the non-deductibility of officer's life insurance premiums.

LIQUIDITY AND CAPITAL RESOURCES

     Working  capital at March 1, 2003 was  $77,342,000 a decrease of $8,619,000
from March 2, 2002, and the ratio of current assets to current  liabilities  was
3.54 to 1 as compared  to 3.61 to 1 at March 2, 2002.  The  increased  loss this
year is largely attributable to the decline in working capital.

     Net cash provided by operating  activities  totaled  $7,251,000  for fiscal
2002 as compared to  $20,145,000  for fiscal  2001.  The major  reasons for this
decrease in cash  provided by operating  activities  can be attributed to higher
net loss and decreases in accounts payable.

     Net cash used in investing  activities  was  $5,021,000  for fiscal 2002 as
compared to  $7,985,000  for fiscal  2001.  Purchase of property  and  equipment
totaled $3,116,000 and $7,990,000 for fiscal years 2002 and 2001,  respectively.
The  Company   purchased  a  shopping  center  in  West  Palm  Beach,   FL,  for
approximately  $5,700,000 in July 2001 (fiscal  2001).  The Company's  West Palm
Beach store is located in this shopping center.

     Net cash used in financing  activities  was  $2,518,000 for the fiscal year
ended March 1, 2003 as  compared to $160,000  for the fiscal year ended March 2,
2002. This increase in net cash used in financing  activities  resulted from the
repurchase  of Company stock in fiscal 2002  amounting to  $2,585,000  which was
partially offset by the exercise of stock options amounting to $67,000.

     The  Company  has a revolving  credit  agreement  with a bank for a line of
credit not to exceed  $20,000,000  through July 31, 2003. The agreement contains
financial  covenants,  with  respect to  consolidated  tangible  net  worth,  as
defined,  working capital and maximum capital expenditures,  including dividends
(defined  to  include  cash  repurchases  of  capital  stock),  as well as other
financial  ratios.   Except  for  funds  provided  from  this  revolving  credit
agreement,  the Company has  satisfied  its  operating  and capital  expenditure
requirements,  including  those for the operation and expansion of stores,  from
internally  generated  funds. For the fiscal year ended March 1, 2003, under the
revolving credit agreement,  there were no borrowings compared to $1,250,000 for
the period ended March 2, 2002.

         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 canceled at any time by either
party.  At March 1, 2003 and at March 2, 2002,  the Company had  $2,754,872  and
$4,564,076, respectively, in outstanding letters of credit.

     The Company has planned capital  expenditures of  approximately  $5,000,000
for the fiscal year ending February 28, 2004.

     The Company's Board of Directors had authorized the repurchase of up to 20%
of its  outstanding  shares of Common Stock at prevailing  market prices through
June 7, 2004.  During the year ended March 1, 2003,  the  Company has  purchased
361,000 shares which represented 2.3% of its outstanding  shares at a total cost
of $2,604,000.

     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 2003.

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.

                                       9
<PAGE>


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
                                       ----------------------------------------------------------------------
  (in thousands of dollars)                             Within                                      After 5
                                          Total         1 year       2-3 years      4-5 years        years
                                       -----------    ----------    -----------    -----------    -----------
<S>                                    <C>            <C>           <C>            <C>            <C>
     CONTRACTUAL OBLIGATIONS
     Employment Agreements             $ 2,550,000    $  400,000    $   800,000    $   900,000    $   450,000
                                       -----------    ----------    -----------    -----------    -----------
     Operating Leases                   58,411,800     7,861,892     15,706,760     12,841,398     22,001,750
                                       -----------    ----------    -----------    -----------    -----------
     Total Contractual Cash
     Obligations                       $60,961,800    $8,261,892    $16,506,760    $13,741,398    $22,451,750
                                       ===========    ==========    ===========    ===========    ===========

<CAPTION>
                                                    AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                       ------------------------------------------------------------------
     (in thousands of dollars)           Total
                                        Amounts        Within                                    After 5
                                       Committed       1 year      2-3 years     4-5 years        years
                                       ----------    ----------    ----------    ----------    ----------
<S>                                    <C>           <C>           <C>           <C>           <C>
     OTHER COMMERCIAL COMMITMENTS
     Lines of Credit                   $       --    $       --            --            --            --
     Letters of Credit                  2,754,872     2,754,872
                                       ----------    ----------    ----------    ----------    ----------

     Total Commercial Commitments      $2,754,782    $2,754,872            --            --            --
                                       ==========    ==========    ==========    ==========    ==========
</TABLE>


RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB issued Statement of Financial  Accounting  Standards
No.  141,  "Business  Combinations"  ("SFAS  141") and  Statement  of  Financial
Accounting  Standards No. 142,  "Goodwill and Other  Intangible  Assets"  ("SFAS
142").  SFAS 141  eliminates the  pooling-of-interests  method of accounting for
business combinations initiated after June 30, 2001 and modifies the application
of the purchase  accounting method effective for transactions that are completed
after June 30, 2001.  SFAS 142 eliminates the  requirement to amortize  goodwill
and intangible  assets having indefinite useful lives but requires that at least
annually for impairment.  Intangible assets that have finite lives will continue
to be amortized  over their useful  lives.  The adoption of SFAS 141 and 142 did
not have a material effect on the Company's financial position or operations.

     In  October  2001,  the  FASB  issued  Statement  of  Financial  Accounting
Standards 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS  144").  SFAS No. 144  addresses  the  accounting  and  reporting for the
impairment or disposal of  long-lived  assets.  The statement  provides a single
accounting  model for long-lived  assets to be disposed of. New criteria must be
met to classify the asset as an asset held-for-sale. This statement also focuses
on reporting the effects of a disposal of a segment of business.  This statement
is effective for fiscal years  beginning  after  December 15, 2001.  The Company
adopted  SFAS 144 as of March 3, 2002,  and the adoption did not have a material
impact on the Company's financial position or results of operations.

     In April  2002,  Statement  of  Financial  Accounting  Standards,  No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13, and Technical Corrections" ("SFAS 145") was issued. SFAS 145 rescinds SFAS 4
and 64,  which  required  gains and  losses  from  extinguishment  of debt to be
classified  as  extraordinary  items.  SFAS  also  rescinds  SFAS 44  since  the
provisions of the Motor  Carrier Act of 1980 are complete.  SFAS 145 also amends
SFAS 13 eliminating inconsistencies in certain sale-leaseback transactions.  The
provisions of SFAS 145 are effective  for fiscal years  beginning  after May 15,
2002.  Any gain or loss on  extinguishment  of debt  that was  classified  as an
extraordinary  item in prior periods presented shall be reclassified to interest
expense.  The Company  does not expect that the adoption of SFAS 145 will have a
material effect on the Company's financial position or results of operations.

                                       10
<PAGE>


     Statement of Financial Accounting Standards, No. 146, "Accounting for Costs
Associated with Exit or Disposal  Activities"  ("SFAS 146"),  was issued in July
2002.  SFAS 146 requires  companies to recognize  costs  associated with exit or
disposal  activities  when  they  are  incurred  rather  than  at the  date of a
commitment to an exit or disposal plan. SFAS 146 supercedes EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (Including Certain Costs Incurred in a Restructuring)." SFAS
146 is to be applied  prospectively  to exit or  disposal  activities  initiated
after December 31, 2002.  This  pronouncement  did not have a material effect on
the Company's financial position or results of operations.

     On December 31,  2002,  the FASB issued  Statement of Financial  Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation  -Transition and
Disclosure"  ("SFAS  148").  This  standard  amends  SFAS No.  123,  to  provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee  compensation.  In addition,  SFAS
148 amends the disclosure  requirements of SFAS 123 to require more frequent and
prominent  disclosures  in financial  statements  of the effects of  stock-based
compensation.  The transition guidance and annual disclosure  provisions of SFAS
148 are effective for fiscal years ending after  December 15, 2002.  The interim
disclosure  provisions are effective for financial reports containing  financial
statements for interim  periods  beginning  after December 15, 2002. The Company
has  adopted  the  disclosure  provisions  of SFAS 148 as of March 1,  2003,  as
required.

     In November 2002, the Financial  Accounting Standards Board ("FASB") issued
Interpretation  Interpretation  No. 45,"  Guarantor's  Accounting and Disclosure
Requirements for Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others ("FIN 45").  FIN 45 requires the  recognition  of a liability for certain
guarantee  obligations  issued or modified  after  December  31,  2002.  It also
clarifies  disclosure  requirements  to  be  made  by a  guarantor  for  certain
guarantees.  The disclosure  provisions of FIN 45 are effective for fiscal years
ending after December 15, 2002. FIN 45 is not expected to have a material impact
on the Company's  results of operations,  financial  position or cash flows, and
the Company has adopted the disclosure provisions of FIN 45 as of March 1, 2003.

     On January 17, 2003, the FASB issued  Interpretation No. 46, "Consolidation
of Variable  Interest  Entities"  ("FIN 46"). FIN 46 requires  certain  variable
interest entities to be consolidated by the primary beneficiary of the entity if
the  equity  investors  in the  entity  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other  parties.  FIN 46 is effective for all new variable  interest
entities  created or acquired  after  January 31, 2003.  For  variable  interest
entities created or acquired prior to February 1, 2003, the provisions of FIN 46
must be applied for the first interim or annual period  beginning after June 15,
2003. The adoption of FIN 46 did not have an impact on the Company's  results of
operations, financial position or cash flows.

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

     In April 2003,  the FASB issued SFAS 149,  "Amendment  of Statement  133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
133. The new guidance  amends SFAS 133 for  decisions  made:  (a) as part of the
Derivatives Implementation Group process that effectively required amendments to
SFAS 133, (b) in connection  with other Board  projects  dealing with  financial
instruments,  and (c) regarding  implementation issues raised in relation to the
application  of the  definition  of a  derivative,  particularly  regarding  the
meaning of an "underlying" and the characteristics of a derivative that contains
financing  components.  The amendments  set forth in SFAS 149 improve  financial
reporting  by  requiring  that  contracts  with  comparable  characteristics  be
accounted for similarly.  SFAS 149 is generally  effective for contracts entered
into or  modified  after June 30, 2003 (with a few  exceptions)  and for hedging
relationships  designated  after June 30,  2003.  The  guidance is to be applied
prospectively.  We do not expect the  provisions  of SFAS 149 to have a material
impact on our financial position or results of operations.

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

                                       11
<PAGE>


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 1/2%
per annum  below 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 3/8
of 1% per annum.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's  consolidated  financial  statements  are filed together with
this Annual Report. See Index to Consolidated Financial Statements in Item 5.


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

         Not Applicable.


                                       12
<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)...............  77   Chairman of the Board and
                                     Director of the Company

Marcy Syms (1) (2)............  52   Chief Executive Officer / President
                                     and Director of the Company

Antone F. Moreira  ...........  66   Vice President, Chief Financial Officer,
                                     Treasurer, Assistant Secretary
                                     and Director of the Company

Harvey A. Weinberg (3) (4) ...  65   Director of the Company

David A. Messer  (3) (4)......  41   Director of the Company

Wilbur L. Ross, Jr (3) (4)....  65   Director of the Company

Ronald Zindman................  53   Executive Vice President - General
                                     Merchandise Manager

Allen Brailsford..............  59   Executive Vice President - Operations

Myra Butensky.................  44   Vice President - Divisional Merchandise
                                     Manager Men's Tailored Clothing

James Donato..................  47   Vice President - Operations

Elyse Marks...................  50   Vice President - MIS

John Tyzbir...................  49   Vice President - Human Resources

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

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

                                       13
<PAGE>


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

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

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

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

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

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

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

     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.

                                       14
<PAGE>


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  March 1, 2003,  the end of the
fiscal year covered by this Annual Report.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth equity  compensation plan information as of March
1, 2003:

<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.........        991,150                  $7.21                  508,850
-------------------------- --------------------- ----------------------- ------------------------
Equity compensation
plans not approved by
security holders..........         N/A                     N/A                     N/A
-------------------------- --------------------- ----------------------- ------------------------
Total.....................       991,150                  $7.21                  508,850
-------------------------- --------------------- ----------------------- ------------------------
</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  March 1, 2003,  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  March 1, 2003,  the end of the
fiscal year covered by this Annual Report.


ITEM 14.  CONTROLS AND PROCEDURES

     (a)  Evaluation of Disclosure Controls and Procedures

     Based on the evaluation of the Company's disclosure controls and procedures
     as of a date within 90 days of the filing date of 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  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.

     (b)  Changes in Internal Controls

     There were no specific  changes in the  Company's  internal  controls or in
     other factors that could significantly  affect these controls subsequent to
     the date of their evaluation,  including any corrective actions with regard
     to significant deficiencies and material weaknesses.

                                       15
<PAGE>


                                     PART IV
                                     -------


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

                                                                 PAGE NUMBER

(a)(1)   Financial Statements:

         Independent Auditors' Report .............................. 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)   Financial Statement Schedules:

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

(a)(3)   List of Exhibits:

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

3.1      Certificate of Incorporation of Syms Corp, as amended

3.2      By-laws of Syms Corp

4.1      Specimen Certificate of Common stock

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

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

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

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)

                                       16
<PAGE>


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

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

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

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

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

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

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

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

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

21       List of Subsidiaries of the Company

23*      Consent of Deloitte & Touche LLP

99.1*    Certification  of Marcy Syms  pursuant to 18 U.S.C.  Section  1350,  as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2*    Certification of Antone F. Moreira pursuant to 18 U.S.C.  Section 1350,
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K:

During the quarter ended March 1, 2003, no reports on Form 8-K were filed.

                                       17
<PAGE>


                                    SIGNATURE


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


                               SYMS CORP

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

                               Date: May 28, 2003

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

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

/s/ Sy Syms                  Chairman of the Board                 May 28, 2003
-----------------------      and Director
Sy Syms


/s/ Marcy Syms               Chief Executive Officer/President     May 28, 2003
-----------------------      and Director
Marcy Syms                   (Principal executive officer)



/s/ Antone F. Moreira        Vice President,
-----------------------      Chief Financial Officer,
Antone F. Moreira            Assistant Secretary and Director      May 28, 2003
                             (Principal financial and
                             accounting officer)

/s/ Harvey A. Weinberg       Director                              May 28, 2003
-----------------------
Harvey A. Weinberg


/s/ David A. Messer          Director                              May 28, 2003
-----------------------
David A. Messer


/s/ Wilbur L. Ross, Jr.      Director                              May 28, 2003
-----------------------
Wilbur L. Ross, Jr.


                                       18
<PAGE>


I, Marcy Syms, certify that:

1.   I have reviewed this annual report on Form 10-K of Syms Corp;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange  Act Rules  13a-14  and  15d-14)  for the  registrant  and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 28, 2003


                                 /s/ Marcy Syms
                                 --------------
                                   Marcy Syms
                             Chief Executive Officer

                                       19
<PAGE>


I, Antone F. Moreira, certify that:

1. I have reviewed this annual report on Form 10-K of Syms Corp;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 28, 2003


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

                                       20

<PAGE>



INDEPENDENT AUDITORS' REPORT



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

We have audited the  accompanying  consolidated  balance sheets of Syms Corp and
Subsidiaries as of March 1, 2003 and March 2, 2002, and the related consolidated
statements of operations,  shareholders'  equity, and cash flows for each of the
three years in the period ended March 1, 2003.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial  position of Syms Corp and Subsidiaries as of
March 1, 2003 and March 2, 2002,  and the results of their  operations and their
cash flows for each of the three  years in the period  ended  March 1, 2003,  in
conformity with accounting principles generally accepted in the United States of
America.

Deloitte & Touche LLP /s/
Parsippany, New Jersey

April 24, 2003


                                      F-1
<PAGE>


SYMS CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                           MARCH 1,    MARCH 2,
                                                             2003        2002
                                                           --------    --------
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                $ 19,197    $ 19,485
  Merchandise inventories                                    78,151      86,810
  Deferred income taxes                                       4,143       6,514
  Prepaid expenses and other current assets                   6,280       6,071
                                                           --------    --------
              Total current assets                          107,771     118,880


PROPERTY AND EQUIPMENT - NET                                135,460     147,186

DEFERRED INCOME TAXES                                         9,397       2,309

OTHER ASSETS                                                  9,845       8,119
                                                           --------    --------


TOTAL ASSETS                                               $262,473    $276,494
                                                           ========    ========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                         $ 12,639    $ 17,867
  Accrued expenses                                           12,099       8,845
  Accrued insurance                                           2,339       3,144
  Obligation to customers                                     3,352       3,063
                                                           --------    --------
              Total current liabilities                      30,429      32,919


OTHER LONG TERM LIABILITIES                                   1,891       2,118

COMMITMENTS (Note 8)                                             --          --

SHAREHOLDERS' EQUITY:
  Preferred stock, par value $100 per share - authorized
    1,000 shares; none outstanding                               --          --
  Common stock, par value $0.05 per share - authorized
    30,000 shares; 15,435 shares outstanding as of
    March 1, 2003 (net 2,513 treasury shares) and
    15,737 shares outstanding as of March 2, 2002
    (net of 2,152 treasury shares)                              772         787
    Additional paid-in capital                               14,092      13,760
    Treasury stock                                          (21,572)    (18,987)
    Retained earnings                                       236,862     245,897
                                                           --------    --------

              Total shareholders' equity                    230,154     241,457
                                                           --------    --------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $262,473    $276,494
                                                           ========    ========

See Notes to Consolidated Financial Statements

                                      F-2
<PAGE>


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

                                                    FISCAL YEAR ENDED
                                          -------------------------------------

                                           MARCH 1,      MARCH 2,      MARCH 3,
                                             2003          2002          2001
                                          ---------     ---------     ---------

NET SALES                                 $ 281,505     $ 287,744     $ 342,316
Cost of goods sold                          173,037       179,163       215,429
                                          ---------     ---------     ---------
Gross profit                                108,468       108,581       126,887

EXPENSES
Selling, general and administrative          76,998        78,261        84,810
Advertising                                  10,126         8,936        10,122
Occupancy                                    17,702        18,807        21,366
Depreciation and amortization                10,908        11,520        11,468
Other income                                 (1,298)       (6,289)           --
Special charges                               8,000            --        12,935
                                          ---------     ---------     ---------

Loss from operations                        (13,968)       (2,654)      (13,814)
Interest income - net                          (128)          (95)         (153)
                                          ---------     ---------     ---------
Loss before income taxes                    (13,840)       (2,559)      (13,661)
Benefit for income taxes                     (4,805)         (240)       (5,328)
                                          ---------     ---------     ---------

NET LOSS                                  $  (9,035)    $  (2,319)    $  (8,333)
                                          =========     =========     =========

Net Loss Per Share - basic                $   (0.58)    $   (0.15)    $   (0.52)
                                          =========     =========     =========

Weighted Average Shares
  Outstanding -- basic                       15,661        15,741        15,950
                                          =========     =========     =========

Net Loss Per Share - diluted              $   (0.58)    $   (0.15)    $   (0.52)
                                          =========     =========     =========

Weighted Average Shares
  Outstanding -- diluted                     15,661        15,741        15,950
                                          =========     =========     =========


See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>


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

<TABLE>
<CAPTION>
                                    PREFERRED STOCK      COMMON STOCK      ADDITIONAL
                                   ----------------    -----------------     PAID-IN    TREASURY     RETAINED
                                   SHARES    AMOUNT    SHARES     AMOUNT     CAPITAL     STOCK       EARNINGS        TOTAL
                                   ------    ------    -------    ------     -------    --------     ---------     ---------
<S>                                <C>       <C>       <C>        <C>        <C>        <C>          <C>           <C>
BALANCE AS OF FEBRUARY 26, 2000        --        --     15,960       798      13,752     (17,671)      256,549       253,428

Stock buyback                          --        --       (200)      (10)         --      (1,150)           --        (1,160)

Net loss                               --        --         --        --          --          --        (8,333)       (8,333)
                                   ------    ------    -------     -----     -------    --------     ---------     ---------

BALANCE AS OF MARCH 3, 2001            --        --     15,760       788      13,752     (18,821)      248,216       243,935

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

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

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

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

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

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

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

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

BALANCE AS OF MARCH 1, 2003            --    $   --     15,435     $ 772     $14,093    $(21,573)    $ 236,862     $ 230,154
                                   ======    ======    =======     =====     =======    ========     =========     =========
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                  FISCAL YEAR ENDED
                                                        -------------------------------------
                                                         March 1,      March 2,      March 3,
                                                           2003          2002          2001
                                                        ---------     ---------     ---------
<S>                                                     <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                $  (9,035)    $  (2,319)    $  (8,333)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
Depreciation and amortization                              10,908        11,520        11,468
Deferred income taxes                                      (2,634)          353        (5,039)
Gain on sale of property and equipment                         --          (133)         (337)
Fixed asset impairment                                      3,933            --            --
Non cash impairment charge                                     --            --         6,473
(Increase) decrease in operating assets:
  Merchandising inventories                                 8,659        12,376        17,171
  Prepaid expenses and other current assets                  (105)       (1,833)       (1,236)
  Other assets                                             (1,726)       (1,924)       (1,559)
Increase (decrease) in operating liabilities:
  Accounts payable                                         (5,260)        1,414       (10,921)
  Accrued expenses                                          2,449           829        (3,183)
  Obligations to customers                                    289           153           177
  Other long term liabilities                                (227)         (291)          (27)
                                                        ---------     ---------     ---------
      Net cash provided by operating activities             7,251        20,145         4,654
                                                        ---------     ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Stanley Blacker, Inc.                       (1,905)           --            --
Purchase of property and equipment                         (3,116)       (7,990)       (6,073)
Proceeds from sale of property and equipment                   --             5           382
                                                        ---------     ---------     ---------
      Net cash used in investing activities                (5,021)       (7,985)       (5,691)
                                                        ---------     ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury shares                                (2,604)         (167)       (1,160)
Exercise of options                                            86             7            --
                                                        ---------     ---------     ---------
      Net cash used in financing activities                (2,518)         (160)       (1,160)
                                                        ---------     ---------     ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (288)       12,000        (2,197)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             19,485         7,485         9,682
                                                        ---------     ---------     ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $  19,197     $  19,485     $   7,485
                                                        =========     =========     =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest (net of amount capitalized)                  $     374     $     299     $     311
                                                        =========     =========     =========
  Income taxes paid, net of refunds                     $      --     $   3,127     $   1,827
                                                        =========     =========     =========
  Stanley Blacker, Inc. acquisition financed
    through stock issuance                              $     250     $      --     $      --
                                                        =========     =========     =========
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>


SYMS CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED MARCH 1, 2003, MARCH 2, 2002 AND MARCH 3, 2001
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

c.   ACCOUNTING PERIOD - The fiscal years ended March 1, 2003 and March 2, 2002
     were comprised of 52 weeks. The fiscal year ended March 3, 2001 was
     comprised of 53 weeks.

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

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

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

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

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

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

i.   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.

j.   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.

                                      F-6
<PAGE>


k.   COMPREHENSIVE INCOME - Comprehensive income is equivalent to the Company's
     net income for fiscal years 2002, 2001 and 2000.

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

                                                         FISCAL YEAR
                                                   ----------------------
                                                   2002     2001     2000
                                                   ----     ----     ----

       Men's tailored clothes and haberdashery      52%      51%      54%
       Women's dresses, suits, separates
         and accessories                            30%      31%      31%
       Shoes                                         7%       7%       6%
       Children's wear                               8%       8%       7%
       Luggage, domestics and fragrances             3%       3%       2%
                                                   ---      ---      ---
                                                   100%     100%     100%

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

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

n.   OTHER ASSETS - Other assets include $9,497,000 and $7,021,000 of cash
     surrender value of officer's life insurance, and $349,000 and $1,099,000 of
     other miscellaneous assets such as security deposits, a loan receivable
     only at March 2, 2002, step rent receivables and deferred lease acquisition
     costs at March 1, 2003 and March 2, 2002, respectively.

o.   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 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 2002, 2001 and 2000. 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-7
<PAGE>


                                                    2002       2001       2000
                                                  -------    -------    -------
Net loss:
  As reported                                     ($9,035)   ($2,319)   ($8,333)
  Stock option expense using intrinsic
    value method
  Stock option expense using fair value method    ($  181)   ($  188)   ($  559)

Pro forma                                         ($9,216)   ($2,507)   ($8,892)

Net loss per share basic and diluted as reported    ($.58)     ($.15)     ($.52)

Net loss per share basic and diluted pro forma      ($.59)     ($.16)     ($.56)


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

RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, "Business Combinations" ("SFAS 141") and Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 eliminates the pooling-of-interests method of accounting for
business combinations initiated after June 30, 2001 and modifies the application
of the purchase accounting method effective for transactions that are completed
after June 30, 2001. SFAS 142 eliminates the requirement to amortize goodwill
and intangible assets having indefinite useful lives but requires that at least
annually for impairment. Intangible assets that have finite lives will continue
to be amortized over their useful lives. The adoption of SFAS 141 and 142 did
not have a material effect on the Company's financial position or operations.

     In October 2001, the FASB issued Statement of Financial Accounting
Standards 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS 144"). SFAS No. 144 addresses the accounting and reporting for the
impairment or disposal of long-lived assets. The statement provides a single
accounting model for long-lived assets to be disposed of. New criteria must be
met to classify the asset as an asset held-for-sale. This statement also focuses
on reporting the effects of a disposal of a segment of business. This statement
is effective for fiscal years beginning after December 15, 2001. The Company
adopted SFAS 144 as of March 3, 2002, and the adoption did not have a material
impact on the Company's financial position or results of operations.

     In April 2002, Statement of Financial Accounting Standards, No. 145,
"Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13, and Technical Corrections" ("SFAS 145") was issued. SFAS 145 rescinds SFAS 4
and 64, which required gains and losses from extinguishment of debt to be
classified as extraordinary items. SFAS also rescinds SFAS 44 since the
provisions of the Motor Carrier Act of 1980 are complete. SFAS 145 also amends
SFAS 13 eliminating inconsistencies in certain sale-leaseback transactions. The
provisions of SFAS 145 are effective for fiscal years beginning after May 15,
2002. Any gain or loss on extinguishment of debt that was classified as an
extraordinary item in prior periods presented shall be reclassified to interest
expense. The Company does not expect that the adoption of SFAS 145 will have a
material effect on the Company's financial position or results of operations.

                                      F-8
<PAGE>


     Statement of Financial Accounting Standards, No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146"), was issued in July
2002. SFAS 146 requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. SFAS 146 supercedes EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (Including Certain Costs Incurred in a Restructuring)." SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. This pronouncement did not have a material effect on
the Company's financial position or results of operations.

     On December 31, 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation -Transition and
Disclosure" ("SFAS 148"). This standard amends SFAS No. 123, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
148 amends the disclosure requirements of SFAS 123 to require more frequent and
prominent disclosures in financial statements of the effects of stock-based
compensation. The transition guidance and annual disclosure provisions of SFAS
148 are effective for fiscal years ending after December 15, 2002. The interim
disclosure provisions are effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002. The Company
has adopted the disclosure provisions of SFAS 148 as of March 1, 2003, as
required.

     In November 2002, the Financial Accounting Standards Board ("FASB") issued
Interpretation Interpretation No. 45," Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others ("FIN 45"). FIN 45 requires the recognition of a liability for certain
guarantee obligations issued or modified after December 31, 2002. It also
clarifies disclosure requirements to be made by a guarantor for certain
guarantees. The disclosure provisions of FIN 45 are effective for fiscal years
ending after December 15, 2002. FIN 45 is not expected to have a material impact
on the Company's results of operations, financial position or cash flows, and
the Company has adopted the disclosure provisions of FIN 45 as of March 1, 2003.

     On January 17, 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"). FIN 46 requires certain variable
interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 is effective for all new variable interest
entities created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN 46
must be applied for the first interim or annual period beginning after June 15,
2003. The adoption of FIN 46 did not have an impact on the Company's results of
operations, financial position or cash flows.

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

                                      F-9
<PAGE>


     In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
133. The new guidance amends SFAS 133 for decisions made: (a) as part of the
Derivatives Implementation Group process that effectively required amendments to
SFAS 133, (b) in connection with other Board projects dealing with financial
instruments, and (c) regarding implementation issues raised in relation to the
application of the definition of a derivative, particularly regarding the
meaning of an "underlying" and the characteristics of a derivative that contains
financing components. The amendments set forth in SFAS 149 improve financial
reporting by requiring that contracts with comparable characteristics be
accounted for similarly. SFAS 149 is generally effective for contracts entered
into or modified after June 30, 2003 (with a few exceptions) and for hedging
relationships designated after June 30, 2003. The guidance is to be applied
prospectively. We do not expect the provisions of SFAS 149 to have a material
impact on our financial position or results of operations.

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


NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of:
                                                      MARCH 1,   MARCH 2,
                                                        2003       2002
                                                      --------   --------

                                                         (IN THOUSANDS)

     Land                                             $ 44,855   $ 44,855
     Buildings and building improvements               120,192    119,724
     Leasehold and leasehold improvements               34,733     39,713
     Machinery and equipment                            33,197     31,003
     Furniture and fixtures                             20,136     20,811
     Construction in progress                            2,433      2,372
                                                      --------   --------

                                                       255,547    258,478

     Less accumulated depreciation and amortization    120,087    111,292
                                                      --------   --------
                                                      $135,460   $147,186
                                                      ========   ========


Included in property and equipment is property that the Company  intends to sell
but has determined that a sale is not probable within the next year. Such assets
have a book value of approximately $4,667,349 as of March 1, 2003 and a net book
value of approximately $1,474,249 as of March 2, 2002.

                                      F-10
<PAGE>


NOTE 3 - INCOME TAXES

The benefit for income taxes is as follows:


                                        FISCAL YEAR ENDED
                                 -------------------------------
                                 MARCH 1,    MARCH 2,    MARCH 3,
                                   2003        2002        2001
                                 -------     -------     -------
                                          (In thousands)

               Current:
                  Federal        $    --     $  (593)    $    --
                  State              429          --        (289)
                                 -------     -------     -------
                                     429        (593)       (289)
                                 -------     -------     -------

               Deferred:
                  Federal         (4,081)        318      (4,047)
                  State           (1,154)         35        (992)
                                 -------     -------     -------
                                  (5,233)        353      (5,039)
                                 -------     -------     -------
                                 $(4,805)    $  (240)    $(5,328)
                                 =======     =======     =======

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
                                         ----------------------------------
                                         MARCH 1,     MARCH 2,     MARCH 3,
                                           2003         2002         2001
                                          ------       ------       ------

   Statutory Federal income tax rate       (35.0%)      (35.0%)      (35.0%)
   State taxes, net of Federal income
     tax benefits                           (5.3%)       (0.1%)       (8.1%)
   Officers' life insurance                  5.5%        26.2%         4.1%
   Other                                     0.1%         (.5)          0
                                          ------       ------       ------

   Effective income tax rate               (34.7%)       (9.4%)      (39.0%)
                                          ======       ======       ======

                                      F-11
<PAGE>


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

                                                          FISCAL YEAR ENDED
                                                         -------------------
                                                         March 1,    March 2,
                                                           2003        2002
                                                         -------     -------
                                                           (In thousands)
Deferred tax assets:
  Capitalization of inventory costs                      $ 1,286     $ 1,261
  Accounts receivable                                         --          76
  Reserves not currently deductible for tax purposes       4,417       3,384
  Net operating losses                                     6,331       1,918
  Depreciation                                               822          --
  Step Rent                                                  649          --
  Other                                                       35       2,689
                                                         -------     -------
  Total deferred tax assets                               13,540       9,328

Deferred tax liability:
  Depreciation method and different estimated lives           --          (1)
  Other                                                       --        (504)
                                                         -------     -------
  Total deferred tax liabilities                              --        (505)
                                                         -------     -------
  Net                                                    $13,540     $ 8,823
                                                         =======     =======

  Current deferred tax asset                             $ 4,143     $ 6,514
  Long term deferred tax asset (net of non-current
    deferred tax liability)                                9,397       2,309
                                                         -------     -------
  Net                                                    $13,540     $ 8,823
                                                         =======     =======

At March 1,  2003 and March 2,  2002,  the  Company  had  federal  and state net
operating  loss carry  forwards  resulting in a deferred tax asset of $6,331,000
and  $1,918,000  respectively.  The federal net  operating  losses will begin to
expire 2006 through 2023. The state net operating losses will begin to expire in
2006.

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


NOTE 4 - BANK CREDIT FACILITIES

The Company has an unsecured  revolving  credit agreement with a bank for a line
of  credit  not to  exceed  $20,000,000  through  July  31,  2003.  Interest  on
individual advances is payable quarterly at 1/2% per annum below 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 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 3/8 of 1% per annum. There were no outstanding
borrowings against this agreement as of March 1, 2003 and March 2, 2002.

The  agreement  contains  financial  covenants,  with  respect  to  consolidated
tangible  net  worth,   as  defined,   working   capital  and  maximum   capital
expenditures,  including  dividends  (defined  to include  cash  repurchases  of
capital stock), as well as other financial ratios.  The Company is in compliance
with all covenants as of March 1, 2003.

Total interest charges incurred for the years ended March 1, 2003, March 2, 2002
and March 3, 2001 were $237,000, $302,000 and $319,000,  respectively,  of which
$14,000 were  capitalized in fiscal 2000, in connection with the construction of
new facilities. There was no capitalized interest for fiscal 2002 and 2001.

                                      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 canceled at any time by either  party.  At
March 1, 2003 and at March 2, 2002, the Company had  $2,754,872 and  $4,564,076,
respectively, in outstanding letters of credit.

NOTE 5 - OTHER INCOME

Other income was recorded by the Company  amounting to $1,289,000  during fiscal
2002 as outlined below:

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

NOTE 6 - STORE CLOSING COSTS

During the second quarter of fiscal 2002,  the Company  recorded a store closing
cost of $4,000,000  relating to the closing of its downtown  Chicago store which
closed  September  14, 2002.  This action was taken by the Company to cut losses
being  incurred at the store due to  construction  at the  neighboring  premises
which will continue  over a two to three year period.  The Company has estimated
and recorded an additional  $4,000,000 in potential  closing costs in the fourth
quarter of this fiscal year, which represents  management's best estimate of its
potential  future liability at this time. As of March 1, 2003, the Company has a
potential rent liability of $11,282,000 for the remainder of the nine-year lease
term.

During the third  quarter of fiscal 2002,  the Company  recorded a store closing
cost of $12.9  million  relating to a plan to close five stores,  including  its
Boston,  Massachusetts  store (which closed October 29, 2000), and an additional
lease  commitment cost  associated  with a previously  closed store. At March 1,
2003 and March 2, 2002, $0 and $683,000 remained accrued respectively related to
this restructuring.

                                        BALANCE        BALANCE        BALANCE
                                      AT MARCH 1,    AT MARCH 2,     AT MARCH 3,
                            CHARGES       2003           2002           2001
                            -------   -----------    -----------    -----------
Store closing costs:
  Lease commitments         $ 6,033        --            $600          $1,077
  Impairment of property
  & equipment (non cash)      6,417        --              --              --
  Severance and other
  employee benefits             160        --              --              14
  Other                         325        --              83             342
  Total                     $12,935        --            $683          $1,433

                                      F-13
<PAGE>


NOTE 7 - FAIR VALUE DISCLOSURES

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

The fair value of the Company's cash and cash equivalents,  accounts  receivable
and accounts  payable  approximates  their carrying  values at March 1, 2003 and
March 2, 2002 due to the short-term maturities of these instruments.


NOTE 8 - 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 following information on the Company's pension plan is provided:

                                                           MARCH 1,     MARCH 2,
                                                             2003         2002
                                                           -------      -------
(In thousands)
CHANGE IN BENEFIT OBLIGATION:
  Net benefit obligation at beginning of year              $ 6,792      $ 6,029
  Service cost                                                 604          532
  Interest cost                                                470          424
  Actuarial loss                                               245           85
  Gross benefits paid                                         (269)        (278)
                                                           -------      -------
  Net benefit obligation at end of year                    $ 7,842      $ 6,792
                                                           =======      =======

CHANGE IN PLAN ASSETS:

  Fair value of plan assets at beginning of year           $ 5,555      $ 5,814
  Employer contributions                                       402          357
  Gross benefits paid                                         (269)        (278)
  Actual return on plan assets                                (464)        (338)
                                                           -------      -------
  Fair value of plan assets at end of year                 $ 5,224      $ 5,555
                                                           =======      =======

  Funded status at end of year                             $(2,618)     $(1,237)
  Unrecognized net actuarial loss                            1,921          737
  Unrecognized transition amount                                --           --
                                                           -------      -------
  Accrued benefit costs                                    $  (697)     $  (500)
                                                           =======      =======

                                      F-14
<PAGE>


Pension expenses includes the following components:

                                                        FISCAL YEAR ENDED
                                                  ------------------------------
                                                  MARCH 1,   MARCH 2,   MARCH 3,
                                                    2003       2002       2001
                                                   -----      -----      -----
                                                         (IN THOUSANDS)
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost                                       $ 604      $ 532      $ 510
Interest cost                                        470        424        385
Return on assets                                     464        338        (29)
Amortization of (gain) loss                         (939)      (877)      (504)
                                                   -----      -----      -----
Net periodic benefit cost                          $ 599      $ 417      $ 362
                                                   =====      =====      =====

WEIGHTED-AVERAGE ASSUMPTIONS USED:
Discount rate                                       6.75%      7.00%      7.25%
Rate of compensation increase                       4.50%      4.50%      4.50%

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

b.   PROFIT-SHARING AND 401(K) PLAN - The Company has a profit-sharing  plan and
     401(k) plan for all employees  other than those  covered  under  collective
     bargaining   agreements.   In  1995,  the  Company  established  a  defined
     contribution  savings  plan 401(k) for  substantially  all of its  eligible
     employees.  Employees  may  contribute a percentage  of their salary to the
     plan  subject to  statutory  limits.  The Company has not made any matching
     contributions  to this plan  during the fiscal  years  ended March 1, 2003,
     March 2, 2002 and March 3, 2001.

NOTE 9 - COMMITMENTS

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


Future minimum lease payments at March 1, 2003 are as follows:

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

     2003                            7,861,892
     2004                            8,000,933
     2005                            7,705,827
     2006                            6,549,859
     2007                            6,291,539
     2008 and thereafter            22,001,750
                                   -----------
     Total minimum payments        $58,411,800
                                   ===========

                                      F-15
<PAGE>


Rent expense for operating leases are as follows:

                                                 FISCAL YEAR ENDED
                                         ---------------------------------
                                         March 1,    March 2,     March 3,
                                           2003        2002         2001
                                         -------     --------     --------
                                                   (IN THOUSANDS)
     Minimum rentals due                 $ 8,656     $  9,341     $ 11,131
     Escalation rentals accrued               67          324          516
     Contingent rentals                        9          (20)          15
     Sublease rentals                       (228)        (360)        (528)
                                         -------     --------     --------
                                         $ 8,504     $  9,285     $ 11,134
                                         =======     ========     ========


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

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

d.   GUARANTEES - The Company does not have any guarantees as of March 1, 2003.

NOTE 10 - PREFERRED STOCK

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

NOTE 11 - STOCK OPTION PLAN

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

                                      F-16
<PAGE>


No option or stock  appreciation  rights may be granted  under the Stock  Option
Plan  after  July  2003.  The  maximum  exercise  period for any option or stock
appreciation  right  under  the plan is ten  years  from the date the  option is
granted  (five  years for any  optionee  who holds  more than 10% of the  voting
rights of the  Company).  The Board of  Directors  of the Company has approved a
submission to  shareholders  for approval of an amendment  extending the term of
the Stock Option Plan for another ten years.

Stock option transactions are summarized below:

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

                           MARCH 1, 2003      MARCH 2, 2002      MARCH 3, 2001
                         -----------------  -----------------  -----------------
                                  WEIGHTED           WEIGHTED           WEIGHTED
                         FISCAL   AVERAGE   FISCAL   AVERAGE   FISCAL   AVERAGE
                          2002    EXERCISE   2001    EXERCISE   2000    EXERCISE
FIXED OPTIONS            SHARES     PRICE   SHARES     PRICE   SHARES     PRICE
                         ------    ------   ------    ------   ------    -------
Outstanding
   beginning of year      1,060    $ 7.24    1,106    $ 7.24    1,184    $ 7.73
   Granted                   --        --       --        --       --        --
   Exercised                (15)     5.63       (1)     5.62       --        --
   Cancelled                (54)     8.07      (45)     5.63      (78)     8.64
--------------------------------------------------------------------------------
Outstanding, end
of period                   991    $ 7.21    1,060    $ 7.24    1,106    $ 7.24
================================================================================

Options exerciseable
at year end                 868    $ 7.44      786    $ 7.76      672    $ 8.19


The following table summarizes  information  about stock options  outstanding at
March 1, 2003:


                  OPTIONS OUTSTANDING                        OPTIONS EXERCISABLE
----------------------------------------------------------   -------------------
                                          WEIGHTED-AVERAGE
                       NUMBER               REMAINING              NUMBER
 RANGE OF          OUTSTANDING AT         CONTRACTURAL         EXERCISABLE AT
EXERCISE PRICES    MARCH 1, 2003          LIFE (YEARS)         MARCH 1, 2003
----------------------------------------------------------   -------------------
   5.625               617,900                 6.7                 494,320
   8.00                 87,500                 3.6                  87,500
   8.50                  5,100                 1.1                   5,100
   9.75                 50,000                 0.3                  50,000
   9.88                 25,000                 4.2                  25,000
  10.625                 5,650                 0.1                   5,650
  10.6875              200,000                 5.6                 200,000
                       -------                               -------------------
                       991,150                                     867,570


                                      F-17
<PAGE>


NOTE 12 - 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.

Net income per share have been computed as follows:

                                         FISCAL 2002   FISCAL 2001   FISCAL 2000
                                         -----------   -----------   -----------
BASIC NET LOSS PER SHARE:

Net loss                                   ($ 9,035)     ($ 2,319)     ($ 8,333)
Average shares outstanding                   15,661        15,741        15,950

Basic net loss per share                   ($  0.58)     ($  0.15)     ($  0.52)

DILUTED NET LOSS PER SHARE:

Net loss                                   ($ 9,035)     ($ 2,319)     ($ 8,333)

Average shares outstanding                   15,661        15,741        15,950
Stock options                                     0             0             0
                                           --------      --------      --------
Total average equivalent shares              15,661        15,741        15,950

Diluted net loss per share                 ($  0.58)     ($  0.15)     ($  0.52)

Options to purchase  991,000,  1,060,000 and 1,106,000 shares of common stock at
prices ranging from $5.625 to $10.6875 per share were  outstanding in 2002, 2001
and 2000, respectively,  but were not included in the computation of diluted net
loss per share  because the  exercise  price of the  options  exceed the average
market price and would have been antidilutive.


NOTE 13 - 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,  which  lease  expired  November  30, 1999 and which
property was occupied by the Company on a month-to-month  basis through November
30, 2002.  During fiscal years 2002,  2001 and 2000, the Company paid to Sy Syms
$649,125 and  $600,000,  respectively,  in fixed rent.  The Company and Mr. Syms
signed a lease  agreement  dated December  1,2002 through  November 30, 2010 for
annual rent of $796,500.

In  fiscal  2002,  the Marcy  Syms  Revocable  Trust  paid in full a note to the
Company in the amount of $800,000.

                                      F-18
<PAGE>


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

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

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

The impact on earnings from the Stanley  Blacker,  Inc.  acquisition  for fiscal
years 2002, 2001 and 2000 was not material.

NOTE 14 - UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

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


                                                        QUARTER
                                        ---------------------------------------
                                         FIRST      SECOND     THIRD    FOURTH
                                        --------   --------   -------  --------
                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED MARCH 2, 2002
   Net sales                            $ 71,554   $ 65,319   $75,043  $ 75,828
   Gross profit                           29,470     22,474    29,819    26,818
   Net income (loss)                        (777)    (2,077)      425       110
   Net income (loss) per share - basic     (0.05)     (0.13)     0.03      0.01
   Net income (loss) per share - diluted   (0.05)     (0.13)     0.03      0.01

                                      F-19