================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------
                                    FORM 10-K
                      ------------------------------------

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 26, 2005
                                       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 $72,585,103 based upon the
closing  market  price of $9.85  per share of the  Common  Stock on the New York
Stock Exchange as of August 28, 2004, the last business day of the  registrant's
most recently completed second fiscal quarter.

As of May 2, 2005, 15,022,953 shares of Common Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

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

<PAGE>


                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Syms  Corp  operates  a  chain  of 37  "off-price"  retail  stores  located
throughout the United States in the Northeastern and Middle Atlantic regions and
in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of
first quality,  in-season  merchandise bearing nationally recognized designer or
brand-name labels for men, women and children at prices substantially lower than
those  generally  found in  department  and specialty  stores.  Syms directs its
merchandising efforts at predominantly  middle-income,  fashion-minded and price
conscious customers.

     Since the first Syms store opened in New York City in 1959, the Company has
expanded to 37 stores and the  aggregate  amount of selling space in Syms stores
has increased from  approximately  2,000 square feet to approximately  1,479,000
square feet. The Company maintains a 277,000 square foot distribution center and
executive headquarters in Secaucus, New Jersey.

     Syms Corp was incorporated in New Jersey in 1983. The Company maintains its
executive  offices at Syms Way,  Secaucus,  New Jersey  07094,  telephone  (201)
902-9600.  Unless  otherwise  noted,  references  to the  "Company" or to "Syms"
relate to Syms Corp, its subsidiaries and their predecessors.


DESCRIPTION OF BUSINESS

     The Syms chain of 37 apparel  stores  offers a broad  range of  "off-price"
first  quality,  in-season  merchandise  consisting  primarily of men's tailored
clothing and  haberdashery,  women's  dresses,  suits and separates,  children's
apparel and men's,  women's and children's  shoes.  Syms stores emphasize better
quality,  nationally  recognized  designer and brand name  merchandise at prices
substantially  below those generally charged by department and specialty stores.
Syms  carries a wide  selection  of sizes  and  styles  of  men's,  women's  and
children's wear.

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

MERCHANDISE

     For the year ended  February  26,  2005,  net sales were  generated  by the
following categories:

        Men's tailored clothes and  haberdashery......................  53%
        Women's dresses, suits, separates and  accessories............  29%
        Shoes.........................................................   8%
        Children's wear...............................................   7%
        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.


                                       1
<PAGE>

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

MARKETING

     The Company's  pricing policy is to affix a ticket to each item  displaying
Syms' selling price as well as the price the Company  regards as the traditional
full retail price of that item at department or specialty  stores.  All garments
are sold with the  brand-name as affixed by the  manufacturer.  Because  women's
dresses are vulnerable to considerable style fluctuation, Syms has long utilized
a ten-day automatic  markdown pricing policy to promote movement of merchandise.
The date of placement on the selling  floor of each women's  dress is stamped on
the back of the price ticket. The front of each ticket contains what the Company
believes to be the nationally advertised price, the initial Syms price and three
reduced  prices.  Each reduced price becomes  effective after the passage of ten
selling days.  Women's dresses  represent  approximately 3.3 % of net sales. The
Company also offers "dividend " prices consisting of additional price reductions
on various types of merchandise.

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

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

TRADEMARKS

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

COMPETITION

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

OPERATIONS AND CONTROL SYSTEMS

     The Company has  implemented  a merchandise  control  system which tracks a
product from its  purchase to its ultimate  sale in the  Company's  stores.  The
system  tracks the product by store in  approximately  750  categories.  All the
information  regarding the product is transmitted  daily 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,  among other
things, to coordinate with the store managers, the training of employees in loss
prevention methods.  Each store has on premises security personnel during normal
hours and a security system after hours.

EMPLOYEES

     At  February  26,  2005,   the  Company  had  1,749   employees,   of  whom
approximately  633 work on a part time basis.  Approximately  30 to 100 persons,
consisting  mostly of sales  personnel,  are  employed at each Syms  store.  The
Company  has a  collective  bargaining  agreement  with Local 108 of the Retail,
Wholesale  and  Department  Store Union which expires on May 27, 2006 and covers
134 sales and tailor employees.  The Company's collective  bargaining agreements
with Local 1102 of the  Retail,  Wholesale  and  Department  Store Union and the
United Food and Commercial  Workers Union expire on March 31, 2006 and April 30,
2006, respectively, which together


                                       2
<PAGE>

cover sales and tailor employees.  The Company believes its  relationships  with
the unions are good.  The Company  expects to negotiate with the unions to renew
these contracts.

CERTIFICATIONS

On July 29, 2004 the Company  submitted to the New York Stock Exchange  ("NYSE")
the certification of its Chief Executive Officer pursuant to Section  303A.12(a)
of the NYSE's Listed Company Manual.

ITEM 2.   PROPERTIES

THE STORES

    LOCATION

     At February 26, 2005, the Company had 37 stores, 14 of which are located in
leased facilities. The following table indicates the locations of the stores and
the approximate selling space of each location. In addition to the selling space
indicated, each store contains between approximately 2,000 to 12,000 square feet
for inspection and ticketing of merchandise and administrative functions.

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

MASSACHUSETTS                                                   TEXAS
                Norwood                Leased        36,000                     Dallas                   Owned        42,000
                Peabody                Leased        39,000                     Houston                  Owned        34,000
                                                                                Hurst                    Owned        38,000
MICHIGAN
                Southfield              Owned        46,000     VIRGINIA
                Troy                   Leased        37,000                     Falls Church            Leased        39,000

MISSOURI
                St. Louis              Leased        33,000
</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.

     On September  20, 2004,  Syms sold certain real  property in Roseland,  New
Jersey in a  commercially  zoned  area.  The  Company  has also  entered  into a
Contract of Sale with Seitz Group, Inc. on February 3, 2005 to sell certain real
property in Dallas,  Texas,  and the buildings and improvements on such property
including the building  currently the site of the Company's  Dallas store.  Syms
also owns land and  buildings  in  Northern  Ohio at the site of a closed  store
which the Company has agreed to sell  pursuant to an  agreement  entered into on
January 25, 2005. The closings on the Ohio and Dallas  properties  have not been
consummated.

    LEASE TERMS


     Fourteen of the  Company's 37 stores are  currently  leased from  unrelated
parties,  and the Elmsford,  New York store is leased from Sy Syms, the Chairman
of Syms Corp. The following table summarizes  lease  expirations and any renewal
options:

<TABLE>
<CAPTION>
                                           NUMBER OF           NUMBER OF
               CALENDAR                      LEASES           LEASES WITH         RANGE IN YEARS OF
               PERIODS                     EXPIRING         RENEWAL OPTIONS       OPTION PERIODS (1)
               -------                     ---------        ---------------       ------------------
<S>            <C>                          <C>                  <C>                    <C>
               2005                           0                    0                      0
               2006                           1                    1                    3-5 years
               2007                           1                    0                      0
               2008                           2                    1                      5 years
               2009                           3                    2                      5 years
               2010 and thereafter            7                    6                      5 years
</TABLE>

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

     Store leases provide for a base rental of between  approximately  $5.06 and
$40.79 per square foot. In addition, under the "net" terms of all of the leases,
the Company  must also pay  maintenance  expenses,  real estate  taxes and other
charges.  One of the Company's  stores provide for rent based on a percentage of
sales. Minimum rental payments for Syms' leased stores aggregated $7,587,990 for
the year ended February 26, 2005, of which $796,500 was paid to Sy Syms as fixed
rent. On December 1, 2002, Syms Corp and Sy Syms signed a lease for the Elmsford
store for an annual rent of $796,500 which expires on November 30, 2010.

  STORE OPENINGS/CLOSINGS

     Three stores located in Charlotte, NC, Baltimore, MD and Lawrenceville,  NJ
were closed and no new stores were opened.

ITEM 3.   LEGAL PROCEEDINGS

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


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

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


                                       4
<PAGE>


                                     PART II

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

MARKET INFORMATION

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

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

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

HOLDERS

     As of May 20, 2005,  there were 112 record holders of the Company's  Common
Stock.

DIVIDENDS

     The Board of  Directors  of the Company did not  declare  dividends  in the
fiscal years ended February 26, 2005 and February 28, 2004. 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.  On April 7, 2005,  the  Company's  Board of  Directors
declared a special one-time cash dividend of $1.00 per common share, payable May
12, 2005, to shareholders of record as of April 27, 2005.

ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>
------------------ ----------------- ---------------- -------------------------------- -------------------------------
                                                             (C) TOTAL NUMBER
                                                                 OF SHARES
                                                             PURCHASED  AS PART               (D) MAXIMUM NUMBER
                      (A) TOTAL            (B)                  OF PUBLICLY                     OF SHARES THAT
                      NUMBER OF       AVERAGE PRICE            ANNOUNCED PLANS            MAY YET BE PURCHASED UNDER
     PERIOD        SHARES PURCHASED   PAID PER SHARE            OR PROGRAMS               THE PLANS OR PROGRAMS (1)
------------------ ----------------- ---------------- -------------------------------- -------------------------------
<S>                      <C>             <C>                       <C>                            <C>
NOVEMBER 28,
2004 - JANUARY
1, 2005                  27,500          $12.03                    27,500                         3,013,100

------------------ ----------------- ---------------- -------------------------------- -------------------------------
JANUARY 2, 2005
- JANUARY 29,
2005                     57,400          $12.78                    57,400                         2,955,700

------------------ ----------------- ---------------- -------------------------------- -------------------------------
JANUARY 30, 2005
- FEBRUARY 26,
2005                     15,300          $13.39                    15,300                         2,940,400

------------------ ----------------- ---------------- -------------------------------- -------------------------------
TOTAL                   100,200          $12.67                   100,200                         2,940,400

------------------ ----------------- ---------------- -------------------------------- -------------------------------
</TABLE>


                                       5
<PAGE>

(1)  On  April  22,  2004,  the  Company's  Board  of  Directors'  approved  the
     repurchase  by  the  Company  through  June  7,  2006  of up to  20% of its
     outstanding  shares of common  stock  (not to exceed  3,100,000  shares) at
     prevailing market prices.

         For equity compensation plan information, see Item 12.

ITEM 6.  SELECTED FINANCIAL DATA

     The  selected  financial  data  presented  below has been  derived from the
Company's audited  Consolidated  Financial Statements for the fiscal years ended
February 26, 2005,  February 28, 2004, March 1, 2003, March 2, 2002 and March 3,
2001. The selected  financial data presented below should be read in conjunction
with such Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                                                 FISCAL YEAR ENDED
                                       ---------------------------------------------------------------------
                                            FEBRUARY 26,  FEBRUARY 28,  MARCH 1,    MARCH 2,     MARCH 3,
                                                2005          2004        2003        2002         2001
                                                ----          ----        ----        ----         ----
                                                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
  INCOME STATEMENT DATA:
<S>                                         <C>            <C>         <C>          <C>          <C>
  Net sales.........................        $283,567       $275,219    $281,505     $287,744     $342,316

  Net  income (loss)................           2,177         (4,688)     (9,035)      (2,319)      (8,333)
  Net income (loss) per share -
  basic ............................            0.14         (0. 31)      (0.58)       (0.15)       (0.52)
  Net income (loss)  per share -
  diluted ..........................            0.14          (0.31)      (0.58)       (0.15)       (0.52)

  BALANCE SHEET DATA:
  Working capital...................        $ 92,428       $ 76,205    $ 77,342     $ 85,961     $ 86,638
  Total assets......................         253,808        253,738     262,473      276,494      276,867
  Other long term liabilities.......           1,610          1,862       1,891        2,118        2,409
  Shareholders' equity.............          224,596        223,174     230,153      241,457      243,935
</TABLE>

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

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

EXECUTIVE OVERVIEW

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

     The Company experienced an improved  performance in fiscal 2004 as compared
to fiscal  2003.  The  increase of total  store sales of 3.0% (5.3%  increase in
comparable store sales),  lower expenses and lower inventory levels accounts for
this improvement in operating


                                       6
<PAGE>

performance.  In fiscal 2005, we will  continue our focus on sales  improvement,
expense and inventory management which will allow us to maintain our strong cash
position and minimize our debt.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

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

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

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

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

RESULTS OF OPERATIONS

     The following discussion compares the fiscal years ended February 26, 2005,
February 28, 2004 and March 1, 2003.  The fiscal years ended  February 26, 2005,
February 28, 2004 and March 1, 2003 were each comprised of 52 weeks.


                                       7
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

     Net sales for the fiscal year ended February 28, 2004 were $275,219,000,  a
decrease of $6,286,000  (2.2%) as compared to net sales of $281,505,000  for the
fiscal year ended March 1, 2003. The decline in sales for fiscal 2003 is largely
attributable  to the two closed stores  amounting to  approximately  $4,344,000,
located in Chicago, IL and Pittsburgh,  PA. In our comparable store computation,
we only  include  stores that have been  opened for a period of at least  twelve
months and stores that were open during both fiscal  years.  We did not have any
relocated  stores or  expansion  in square  footage in the fiscal years 2003 and
2002.  Comparable  store sales decreased 0.8% for the fiscal year ended February
28, 2004, as compared to the fiscal year ended March 1, 2003.


                                       8
<PAGE>

     Gross profit for the fiscal year ended February 28, 2004 was  $107,751,000,
a decrease  of  $717,000  (39.2% as a  percentage  of net sales) as  compared to
$108,468,000  (38.5% as a  percentage  of net sales)  for the fiscal  year ended
March 1, 2003.  Although the gross profit  percentage  of net sales  improved in
fiscal 2003 due to lower  markdowns,  the decline in net sales,  as noted above,
accounts for the shortfall in gross profit  dollars.  The Company's gross margin
may not be  comparable  to those of other  entities,  since other  entities  may
include all of the costs related to their distribution  network in cost of goods
sold and others,  like the Company,  exclude a portion of those costs from gross
margin  and,  instead,  include  them in other line  items,  such as selling and
general and administrative expenses and occupancy costs.

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES


     Working  capital at  February  26,  2005 was  $92,428,000,  an  increase of
$16,223,000  from February 28, 2004,  and the ratio of current assets to current
liabilities  was 4.35 to 1 as compared to 3.66 to 1 at February  28,  2004.  The
Company's return to profitability and its improved cash position  contributed to
the increase in working capital.


     Net cash provided by operating  activities  totaled  $12,498,000 for fiscal
2004 as compared to $6,106,000 for fiscal 2003.

     Net cash provided by investing  activities  was $490,000 for fiscal 2004 as
compared to $2,326,000  net cash used in investing  activities  for fiscal 2003.
Purchases of property and equipment totaled $2,704,000 and $2,392,000 for fiscal
years 2004 and 2003, respectively.

     Net cash used in financing  activities  was  $1,064,000 for the fiscal year
ended  February  26, 2005 as compared  to  $2,291,000  for the fiscal year ended
February 28, 2004. This amount represents the purchase of the Company's stock in
fiscal years 2004 and 2003 which was offset by the exercise of stock options.

     On November 5, 2003, the Company entered into a revolving  credit agreement
with a bank for a line of credit  not to exceed  $20,000,000  through  April 30,
2005.  This agreement has been extended  through May 1, 2008 under similar terms
and conditions  and the line of credit has been  increased  from  $20,000,000 to
$30,000,000.  The  agreement  contains  financial  covenants,  with  respect  to
consolidated  tangible  net worth,  as defined as working  capital  and  maximum
capital  expenditures,


                                       9
<PAGE>

including  dividends  (defined to include cash repurchases of capital stock), as
well as other  financial  ratios.  Except for funds provided from this revolving
credit   agreement,   the  Company  has  satisfied  its  operating  and  capital
expenditure  requirements,  including  those for the operations and expansion of
stores, from internally generated funds. For the fiscal years ended February 26,
2005 and February 28, 2004,  there were no borrowings under the revolving credit
agreement.  At February 26, 2005 and February 28, 2004, the Company had $744,517
and  $2,597,266,  respectively,  in  outstanding  letters  of  credit  under the
revolving credit agreement.

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

     The Company has planned capital  expenditures of  approximately  $5,000,000
for the fiscal year ending February 25, 2006.

     The Company's Board of Directors had authorized the repurchase of up to 20%
of its  outstanding  shares of Common Stock at prevailing  market prices through
June 7, 2006.  During the year ended  February 26, 2005,  the Company  purchased
175,700 shares which represented 1.2% of its outstanding  shares at a total cost
of $2,020,000.

     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 2005.

IMPACT OF INFLATION AND CHANGING PRICES

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

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

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

<TABLE>
<CAPTION>
                                                                    PAYMENTS DUE BY PERIOD
                                    -----------------------------------------------------------------------------
                                                      Less than                                     More than
                                        Total          1 year        1-3 years       3-5 years       5 years
                                    -----------------------------------------------------------------------------
<S>                                 <C>             <C>            <C>             <C>            <C>
  CONTRACTUAL OBLIGATIONS
  Employment Agreements             $  1,750,000    $    400,000   $     900,000   $     450,000  $          --
  Operating Leases                    41,790,269       7,413,147      14,412,754      12,092,606      7,871,762
                                    -----------------------------------------------------------------------------
  Total Contractual Cash
  Obligations                       $ 43,540,269    $  7,813,147   $  15,312,754   $  12,542,606  $   7,871,762
                                    =============================================================================
</TABLE>

<TABLE>
<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>
  OTHER COMMERCIAL COMMITMENTS
  Lines of Credit                       $         --      $       --           --           --           --
  Letters of Credit                          744,517         744,517
                                        --------------------------------------------------------------------

  Total Commercial Commitments          $    744,517      $  744,517           --           --           --
                                        ====================================================================
</TABLE>

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

OFF BALANCE SHEET ARRANGEMENTS

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

RECENT ACCOUNTING PRONOUNCEMENTS

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


                                       10
<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 the
bank's base rate, except that at the time of advance, the Company has the option
to select an interest rate based upon one of two other alternative calculations,
with such rate to be fixed for a period not to exceed 90 days. The average daily
unused portion is subject to a commitment fee of 0.5 of 1% per annum.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

          None.

ITEM 9A.  CONTROLS AND PROCEDURES

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

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

ITEM 9B.  OTHER INFORMATION

None.
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


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

<TABLE>
<CAPTION>
         NAME                                     AGE             TITLE
         ----                                     ---             -----

<S>                                               <C>    <C>
         Sy Syms (1) (2) (4)   .................. 79     Chairman of the Board and
                                                         Director of the Company

         Marcy Syms (1) (2) (4) ................. 54     Chief Executive Officer / President
                                                         and Director of the Company

         Antone F. Moreira  ..................... 68     Vice President, Chief Financial Officer, Treasurer,
                                                         Assistant Secretary and Director of the Company

         Harvey A. Weinberg (3) (5) ............. 67     Director of the Company

         Amber Brookman  (3) (5)................. 63     Director of the Company

         Wilbur L. Ross, Jr (3) (5).............. 67     Director of the Company

         Ronald Zindman.......................... 55     Executive Vice President - General Merchandise Manager
</TABLE>


                                       11
<PAGE>

<TABLE>
<S>                                             <C>     <C>
         Allen Brailsford........................ 61     Executive Vice President - Operations

         Myra Butensky........................... 46     Vice President - Divisional Merchandise
                                                         Manager Men's Tailored Clothing

         James Donato............................ 49     Vice President - Operations

         Elyse Marks............................. 52     Vice President - MIS

         John Tyzbir............................. 51     Vice President - Human Resources
</TABLE>

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

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

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

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

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

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

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

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

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


                                       12
<PAGE>

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

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

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

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

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

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

ITEM 11. EXECUTIVE COMPENSATION

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

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

The  following  table sets forth  equity  compensation  plan  information  as of
February 26, 2005:

<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.........         711,375                 $7.49                  342,335
-------------------------- --------------------- ---------------------- -------------------------
Equity compensation
plans  not   approved  by
security holders..........          N/A                    N/A                     N/A
-------------------------- --------------------- ---------------------- -------------------------
Total.....................        711,375                 $7.49                  342,335
-------------------------- --------------------- ---------------------- -------------------------
</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  February  26, 2005,  the end of
the fiscal year covered by this Annual Report.


                                       13
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
                                                                                      PAGE NUMBER
<S>                                                                                          <C>
 (a) (1) Financial Statements:

         Report of Independent Registered Public Accounting Firm, BDO Seidman, LLP.........  F-1
         Report of Independent Registered Public Accounting Firm, Deloitte & Touche, LLP...  F-2
         Consolidated Balance Sheets.......................................................  F-3
         Consolidated Statements of Operations.............................................  F-4
         Consolidated Statements of Shareholders' Equity...................................  F-5
         Consolidated Statements of Cash Flows.............................................  F-6
         Notes to Consolidated Financial Statements........................................  F-7
</TABLE>

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

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

 (a) (3) List of Exhibits:

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


                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

23.1*    Consent of BDO Seidman, LLP
23.2*    Consent of Deloitte & Touche LLP
31.1*    Certification  of Chief  Executive  Officer  pursuant to Rule 13a-14(a)
         under the Securities  and Exchange Act of 1934, as adopted  pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

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

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

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


                                       15
<PAGE>



                                   SIGNATURES


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


                                       SYMS CORP

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

                                       Date: May 23, 2005

     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.

<TABLE>
<CAPTION>
SIGNATURE                                        TITLE                                       DATE
---------                                        -----                                       ----

<S>                                        <C>                                             <C>
/s/ SY SYMS                                 Chairman of the Board                            May 23, 2005
-------------------------------             and Director
Sy Syms


/s/ MARCY SYMS                              Chief Executive Officer/President                May 23, 2005
-------------------------------             and Director
Marcy Syms                                  (Principal executive officer)



/s/ ANTONE F. MOREIRA                       Vice President, Chief Financial Officer,         May 23, 2005
-------------------------------             Assistant Secretary and Director
Antone F. Moreira                           (Principal financial and accounting officer)



/s/ HARVEY A. WEINBERG                      Director                                         May 23, 2005
-------------------------------
Harvey A. Weinberg

/s/ AMBER M. BROOKMAN                       Director                                         May 23, 2005
-------------------------------
Amber M. Brookman


/s/ WILBUR L. ROSS, JR.                     Director                                         May 23, 2005
-------------------------------
Wilbur L. Ross, Jr.
</TABLE>

                                       16
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying  consolidated balance sheets of Syms Corp as of
February 26, 2005 and February 28, 2004 and the related consolidated  statements
of operations, shareholders' equity, and cash flows for each of the two years in
the period ended February 26, 2005. These consolidated  financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Syms  Corp at
February 26, 2005 and February 28, 2004,  and the results of its  operations and
its cash flows for each of the two years in the period ended  February 26, 2005,
in conformity with accounting principles generally accepted in the United States
of America.


/s/ BDO Seidman, LLP
New York, New York
April 8, 2005


                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We  have  audited  the  accompanying   consolidated  statements  of  operations,
shareholders'  equity,  and cash flows for year ended March 1, 2003 of Syms Corp
and  Subsidiaries.  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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

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

/s/ Deloitte & Touche LLP
Parsippany, New Jersey


April 24, 2003


                                      F-2
<PAGE>


<TABLE>
<CAPTION>
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                   FEBRUARY 26,    FEBRUARY 28,
                                                                      2005            2004
                                                                   ------------    ------------
<S>                                                                  <C>          <C>
ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                      $  31,669    $  19,745
      Receivables                                                        3,475        3,804
      Merchandise inventories                                           66,124       69,226
      Deferred income taxes                                              6,382        3,627
      Assets held for sale                                               6,878        4,495
      Prepaid expenses and other current assets                          5,502        4,010
                                                                     ---------    ---------
                          Total current assets                         120,030      104,907


PROPERTY AND EQUIPMENT - NET                                           110,614      123,757

DEFERRED INCOME TAXES                                                    7,212       11,094

OTHER ASSETS                                                            15,952       13,980
                                                                     ---------    ---------


TOTAL ASSETS                                                         $ 253,808    $ 253,738
                                                                     =========    =========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts payable                                               $  16,114    $  16,154
      Accrued expenses                                                   7,535        7,714
      Accrued insurance                                                    570        1,264
      Obligation to customers                                            3,383        3,570
                                                                     ---------    ---------
                          Total current                                 27,602       28,702
liabilities


OTHER LONG TERM LIABILITIES                                              1,610        1,862

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
      Preferred stock, par value $100 per share - authorized 1,000
      shares; none outstanding                                              --           --
      Common stock, par value $0.05 per share - authorized 30,000
        shares;
      15,087 shares outstanding as of February 26, 2005 (net 3,055
      treasury shares) and 15,092 shares outstanding as of
      February 28, 2004 (net of 2,879 treasury shares)                     763          755
      Additional paid-in capital                                        15,496       14,239
      Treasury stock                                                   (26,013)     (23,993)
      Retained earnings                                                234,350      232,173
                                                                     ---------    ---------

                         Total shareholders' equity                    224,596      223,174
                                                                     ---------    ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $ 253,808    $ 253,738
                                                                     =========    =========
</TABLE>

           See Notes to Consolidated Financial Statements


                                      F-3
<PAGE>

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

                                                        FISCAL YEAR ENDED
                                              --------------------------------------
                                               FEBRUARY 26, FEBRUARY 28,    MARCH 1,
                                                  2005         2004           2003
                                                  ----         ----           -----
<S>                                               <C>          <C>          <C>
NET SALES                                       $ 283,567    $ 275,219    $ 281,505
Cost of goods sold                                171,685      167,468      173,037
                                                ---------    ---------    ---------
Gross profit                                      111,882      107,751      108,468

EXPENSES
Selling, general and administrative                75,156       76,304       76,998
Advertising                                         7,666        8,409       10,126
Occupancy                                          17,117       17,418       17,702
Depreciation and amortization                       9,574       10,896       10,908
Loss on sale of assets                                550           --           --
Other income                                          (55)        (368)      (1,298)
Special charges                                        --          500        8,000
                                                ---------    ---------    ---------

Income (loss) from operations                       1,874       (5,408)     (13,968)
Interest expense (income) net                        (432)          25         (128)
                                                ---------    ---------    ---------
Income (loss) before income taxes                   2,306       (5,433)     (13,840)
Provision (benefit) for income taxes                  129         (745)      (4,805)
                                                ---------    ---------    ---------

NET INCOME (LOSS)                               $   2,177    $  (4,688)   $  (9,035)
                                                =========    =========    =========

Net Income (loss) Per Share - basic             $    0.14    $   (0.31)   $   (0.58)
                                                =========    =========    =========

Weighted Average Shares Outstanding - basic        15,139       15,285       15,661
                                                =========    =========    =========

Net Income (loss) Per Share - diluted           $    0.14    $   (0.31)   $   (0.58)
                                                =========    =========    =========

Weighted Average Shares Outstanding - diluted      15,340       15,285       15,661
                                                =========    =========    =========
</TABLE>


See Notes to Consolidated Financial Statements


                                      F-4
<PAGE>


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

<TABLE>
<CAPTION>
                                                       ADDITIONAL
                                   COMMON STOCK         PAID-IN     TREASURY     RETAINED
                               SHARES       AMOUNT      CAPITAL      STOCK       EARNINGS      TOTAL
                              --------     --------     --------    --------     --------     --------
<S>                             <C>        <C>          <C>         <C>          <C>          <C>
BALANCE AS OF
     MARCH 2, 2002              15,737     $    787     $ 13,760    $(18,987)    $245,897     $241,457

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

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

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

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

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

Exercise of options                 23            1          146           0            0          147

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

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

BALANCE AS OF
    FEBRUARY 26, 2004           15,092          755       14,239     (23,993)     232,173      223,174

Exercise of options                170            8          948          --           --          956

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

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

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

BALANCE AS OF
                              --------     --------     --------    --------     --------     --------
    FEBRUARY 26, 2005           15,087     $    763     $ 15,496    $(26,013)    $234,350     $224,596
                              ========     ========     ========    ========     ========     ========
</TABLE>


See Notes to Consolidated Financial Statements


                                      F-5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                               FISCAL YEAR ENDED
                                                                     --------------------------------------
                                                                      FEBRUARY 26, FEBRUARY 28,  MARCH 1,
                                                                         2005         2004         2003
                                                                         ----         ----         -----
<S>                                                                    <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                      $  2,177    $ (4,688)   $ (9,035)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization                                             9,574      10,896      10,908
Deferred income taxes                                                     1,430      (1,181)     (2,634)
Loss on sale of property and equipment                                      696         394          --
Fixed asset impairment                                                       --          --       3,933
(Increase) decrease in operating assets:
   Receivables                                                              329      (2,346)        652
   Merchandise inventories                                                3,102       8,925       8,659
   Prepaid expenses and other current assets                             (1,492)     (1,753)       (915)
   Other assets                                                          (1,972)     (5,891)     (1,726)
Increase (decrease) in operating liabilities:
  Accounts payable                                                          (40)      3,515      (5,260)
  Accrued expenses                                                         (867)     (5,460)      2,449
  Obligations to customers                                                 (187)        218         289
  Other long term liabilities                                              (252)        (29)       (227)
                                                                       --------    --------    --------
          Net cash provided by operating activities                      12,498       6,106       7,093
                                                                       --------    --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Stanley Blacker, Inc.                                         --          --      (1,905)
Purchase of property and equipment                                       (2,704)     (2,392)     (3,116)
Proceeds from sale of property and equipment                              3,194          66          --
                                                                       --------    --------    --------
          Net cash provided by (used in) investing activities               490      (2,326)     (5,021)
                                                                       --------    --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury shares                                              (2,020)     (2,438)     (2,604)
Exercise of options                                                         956         147          86
                                                                       --------    --------    --------
          Net cash used in financing activities                          (1,064)     (2,291)     (2,518)
                                                                       --------    --------    --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     11,924       1,489        (446)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           19,745      18,256      18,702
                                                                       --------    --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                               $ 31,669    $ 19,745    $ 18,256
                                                                       ========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
   Interest                                                            $    170    $    272    $    374
                                                                       ========    ========    ========
   Income taxes paid, net of refunds                                   $ (1,387)   $  4,267    $     --
                                                                       ========    ========    ========
   Stanley Blacker, Inc. acquisition financed through stock issuance   $     --    $     --    $    250
                                                                       ========    ========    ========
</TABLE>


See Notes to Consolidated Financial Statements


                                      F-6
<PAGE>


SYMS CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED FEBRUARY 26, 2005, FEBRUARY 28, 2004 AND MARCH 1, 2003
-------------------------------------------------------------------------

NOTE 1     -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.    PRINCIPAL  BUSINESS - Syms Corp and subsidiaries (the "Company") operate a
      chain of 37 "off-price" retail stores located throughout the United States
      in the  Northeastern  and  Middle  Atlantic  regions  and in the  Midwest,
      Southeast  and  Southwest.  Each Syms store  offers a broad range of first
      quality,  in-season  merchandise bearing nationally recognized designer or
      brand-name labels for men, women and children.

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

c.    ACCOUNTING PERIOD - The fiscal years ended February 26, 2005, February 28,
      2004 and March 1, 2003 were comprised of 52 weeks.

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

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

f.    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.

g.    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

      The  Company's  policy  is to  amortize  leasehold  improvements  over the
      original lease term and not include any renewal terms.

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

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


                                      F-7
<PAGE>

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

k.    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.

l.    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.

m.    COMPREHENSIVE INCOME - Comprehensive income is equivalent to the Company's
      net income for fiscal years 2004, 2003 and 2002.

n.    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
                                                    ------------------
                                                    2004   2003   2002
                                                    ----   ----   ----

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

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

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

p.    OTHER ASSETS - Other assets include  $15,266,000  and  $13,521,000 of cash
      surrender value of officer's life insurance,  and $686,000 and $459,000 of
      other   miscellaneous   assets  such  as  security  deposits,   step  rent
      receivables and deferred lease  acquisition costs at February 26, 2005 and
      February 28, 2004, respectively.

q.    Advertising  Costs - Advertising and sales promotion costs are expensed at
      the time the  advertising  occurs.  Advertising  and sales promotion costs
      were  $7,666,000,  $8,409,000  and  $10,126,000  in 2004,  2003 and  2002,
      respectively. The Company does not receive any allowances and credits from
      vendors in  connection  with the  purchase or  promotion  of the  vendor's
      product, such as, co-operative advertising and other considerations.

r.    Reclassifications  -  Certain  amounts  in the  2003  and  2002  financial
      statements have been reclassified to conform with the 2004 presentation.


                                      F-8
<PAGE>

s.    ACCOUNTING  FOR  STOCK-BASED  COMPENSATION  - The  Company  complies  with
      Statement  of  Financial  Accounting  Standards  No. 123  "Accounting  for
      Stock-Based  Compensation" ("SFAS No. 123"). This statement defines a fair
      value based method whereby compensation cost is measured at the grant date
      based on the fair value of the award and is  recognized  over the  service
      period, which is usually the vesting period. Under SFAS No. 123, companies
      are  encouraged,  but are not required,  to adopt the fair value method of
      accounting for employee stock-based transactions. The Company accounts for
      such  transactions  under  Accounting  Principles  Board  Opinion  No. 25,
      ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, but discloses pro forma net loss
      as if the Company had applied the SFAS No. 123 method of accounting.

      Pro forma information, assuming the Company had accounted for its employee
      stock options  granted under the fair value method  prescribed by SFAS No.
      123, as amended by Financial Accounting Standards Board Statement No. 148,
      "Accounting for Stock Based  Compensation - Transition and Disclosure,  an
      Amendment of the Financial  Accounting  Standards Board ("FASB") Statement
      No.  123" is  presented  below.  The fair  value of each  option  grant is
      estimated on the date of each grant using the Black-Scholes option-pricing
      model.  There were no stock options granted in fiscal 2004, 2003 and 2002.
      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.

<TABLE>
<CAPTION>
                                                             2004       2003       2002
                                                             ----       ----       ----
<S>                                                         <C>       <C>        <C>
Net income (loss) as reported                               $ 2,177   ($4,688)   ($9,035)

  Less stock option expense using fair value method               0   ($  484)   ($  181)
                                                            -------   -------    -------

Pro forma net income (loss)                                 $ 2,177   ($5,172)   ($9,216)
                                                            =======   =======    =======

Net income (loss) per share basic and diluted as reported   $   .14   ($  .31)   ($  .58)

Net income (loss) per share basic and diluted pro forma     $   .14   ($  .34)   ($  .59)
</TABLE>


      The  Black-Scholes  calculation  for fiscal  2003  resulted  in an expense
      attribution of $484,000.  There were 888,000 option shares outstanding and
      exercisable at a weighted average exercise price of $7.13. The assumptions
      used in the  Black-Scholes  calculation  were interest  rates of 4.75% and
      6.47% for the years  1998 and 1999,  respectively.  No  options  have been
      granted by the Company since 1999.  Stock  volatility  was .31 and .35 for
      1998 and 1999, respectively.

      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.

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


                                      F-9
<PAGE>


NEW ACCOUNTING PRONOUNCEMENTS

        In December 2004, the FASB issued SFAS 123R, "Share-Based Payment." This
statement is a revision of SFAS 123,  "Accounting for Stock-Based  Compensation"
and  supercedes  APB 25,  "Accounting  for Stock  Issued to  Employees,"  and is
effective as of the beginning of the first annual  reporting  period that begins
after  June  15,  2005.  SFAS  123R  establishes  standards  on  accounting  for
transactions in which an entity obtains employee services in share-based payment
transactions.  This  statement  requires  measurement  of the  cost of  employee
services  received in exchange for an award of equity  instruments  based on the
grant-date fair value of the award. That cost will be recognized over the period
during  which an employee is  required  to provide  service in exchange  for the
award,   which  is  usually  the  vesting  period.   SFAS  123R  also  addresses
transactions  in which an entity  incurs  liabilities  in exchange  for goods or
services that are based on the fair value of the entity's equity  instruments or
that may be settled by the issuance of those equity instruments. The adoption of
this  statement  is not  expected  to have a  material  effect on our  financial
position or results of operations.  We intend to implement this statement in our
first quarter of 2006.

        In December 2004, the FASB issued SFAS 151,  "Inventory Costs," which is
effective for inventory  costs incurred during fiscal years beginning after June
15, 2005. This statement  amends ARB No. 43, Chapter 4, "Inventory  Pricing," to
clarify the accounting for abnormal amounts of idle facility  expense,  freight,
handling  costs and wasted  material  (spoilage).  SFAS 151 requires  that these
items be recognized as  current-period  charges  regardless of whether they meet
the criterion of "so  abnormal".  In addition,  allocation  of fixed  production
overheads to the costs of conversion must be based on the normal capacity of the
production facilities.  The adoption of this statement is not expected to have a
material effect on our financial position or results of operations.

        In November  2004, the FASB issued  Emerging  Issues Task Force ("EITF")
03-13,  "Applying the Conditions in Paragraph 42 of SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived  Assets,  in Determining  Whether to Report
Discontinued  Operations."  This  guidance  is  applied  to a  component  of  an
enterprise that is either disposed of or classified as "held for sale" in fiscal
periods after December 15, 2004. The application of this guidance was adopted in
December  2004,  as  permitted,  and had no  material  effect  on our  financial
position or results of operations.

NOTE 2     -      PROPERTY AND EQUIPMENT

Property and equipment consists of:
                                                FEBRUARY 26,  FEBRUARY 28,
                                                    2005         2004
                                                    ----         ----
                                                     (IN THOUSANDS)

Land                                             $ 40,279     $ 40,360
Buildings and building improvements               116,251      120,889
Leasehold and leasehold improvements               30,139       34,820
Machinery and equipment                            33,525       33,146
Furniture and fixtures                             20,943       22,044
Construction in progress                              249        2,521
                                                 --------     --------

                                                  241,386      253,780

Less accumulated depreciation and amortization    130,772      130,023
                                                 --------     --------
                                                 $110,614     $123,757
                                                 ========     ========


                                      F-10
<PAGE>

Included in assets held for sale is  property  that the Company  intends to sell
(property  located  in  Dallas,  Texas and North  Randall,  Ohio).  The  Company
presently  has  contracts  to sell both  properties  at amounts in excess of its
carrying value.  Such assets have carrying value of approximately  $6,878,000 as
of  February  26,  2005.  It is the  Company's  policy  to write  off  leasehold
improvement  assets to the original  lease term and does not include any renewal
periods.

NOTE 3     -  INCOME TAXES

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

                                    FISCAL YEAR ENDED
                -----------------------------------------------------------
                 FEBRUARY 26,             FEBRUARY 28,             MARCH 1,
                    2005                     2004                    2003
                    ----                     ----                    ----
                                         (in thousands)
Current:
    Federal       $    --                  $    --                 $    --
    State          (1,301)                     436                     429
                  -------                  -------                 -------
                   (1,301)                     436                     429
                  -------                  -------                 -------

Current:
    Federal       $ 1,279                  $  (279)                $(4,081)
    State             151                     (902)                 (1,154)
                  -------                  -------                 -------
                    1,430                   (1,181)                 (5,233)
                  -------                  -------                 -------
                  $   129                  $  (745)                $(4,805)
                  =======                  =======                 =======


Included  in the fiscal  2004 state  provision  is a tax refund in the amount of
$1,400,000 from the State of Maryland. This refund was received as part of a tax
amnesty plan for taxes paid under a settlement agreement related to prior years.

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


                                                  FISCAL YEAR ENDED
                                   ---------------------------------------------
                                    FEBRUARY 26,     FEBRUARY 28,      MARCH 1,
                                       2005             2004             2003
                                       ----             ----             ----
Statutory Federal income tax rate        35.0%          (35.0%)         (35.0%)
State taxes                             (32.4%)          (5.6%)          (5.3%)
Officers' life insurance                 22.2%            9.3%            5.5%
Expiration of net operating loss           --           (12.0%)            --
Release of valuation allowance          (21.7%)          27.6%             --
Other                                    (2.5%)           2.0%            0.1%
                                        -----           -----           -----
Effective income tax rate                 5.6%          (13.7%)         (34.7%)
                                        =====           =====           =====


                                      F-11
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                FISCAL YEAR ENDED
                                                                       -------------------------------------
                                                                       FEBRUARY 26,             FEBRUARY 28,
                                                                          2005                     2004
                                                                          ----                     ----
                                                                      (IN THOUSANDS)          (IN THOUSANDS)
<S>                                                                     <C>                    <C>
Deferred tax assets:
     Capitalization of inventory costs                                  $  1,199               $  1,156
     Accounts receivable                                                     240                    151
     Reserves not currently deductible for tax purposes                    2,068                  3,196
     Net operating losses                                                  7,845                  8,524
     Depreciation                                                          2,687                  2,525
     Step Rent                                                               522                    632
     Other                                                                    33                     36
                                                                        --------               --------
     Deferred tax assets before valuation allowance                       14,594                 16,220
     Valuation allowance                                                  (1,000)                (1,500)
                                                                        --------               --------
     Net deferred  tax assets                                           $ 13,594               $ 14,720
                                                                        ========               ========

     Current deferred tax asset                                         $  6,382               $  3,627
     Long term deferred tax asset                                          7,212                 11,094
                                                                        --------               --------
     Total                                                              $ 13,594               $ 14,720
                                                                        ========               ========
</TABLE>

At February 26, 2005, the Company had federal and state net operating loss carry
forwards of $15,448,021 and $56,659,655,  respectively.  The Company maintains a
valuation  allowance of approximately  $1,000,000 with regard to a net operating
loss carry forward which expires within the next year.  The valuation  allowance
relates in part to additional net operating  loss carry  forwards  identified in
2003  relating to the Stanley  Blacker  acquisition.  The federal net  operating
losses expire in years through 2024.  The state net operating  losses will begin
to expire in 2006.

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

NOTE 4     -      BANK CREDIT FACILITIES

On November 5, 2003, the Company entered into a revolving  credit agreement with
a bank for a line of credit not to exceed  $20,000,000  through  April 30, 2005.
This  agreement  has been  extended  through May 1, 2008 under similar terms and
conditions except that the line of credit has been increased from $20,000,000 to
$30,000,000.  The  agreement  contains  financial  covenants,  with  respect  to
consolidated  tangible  net worth,  as defined as working  capital  and  maximum
capital  expenditures,  including dividends (defined to include cash repurchases
of  capital  stock),  as well as  other  financial  ratios.  The  Company  is in
compliance with all covenants as of February 26, 2005. Except for funds provided
from this revolving  credit  agreement,  the Company has satisfied its operating
and capital  expenditure  requirements,  including  those for the operations and
expansion of stores, from internally generated funds. For the fiscal years ended
February  26, 2005 and February 28,  2004,  there were no  borrowings  under the
revolving  credit  agreement.  At February 26, 2005 and  February 28, 2004,  the
Company had $744,517 and  $2,597,266,  respectively,  in outstanding  letters of
credit under the Revolving Credit Agreement.  The outstanding  letters of credit
for the fiscal  years ended  February 26, 2005 and February 28, 2004 are part of
the unsecured $20,000,000 line of credit.

Total  interest  charges  incurred for the fiscal years ended February 26, 2005,
February  28,  2004 and March 1,  2003 were  $154,000,  $206,000  and  $237,000,
respectively.  There was no capitalized interest for fiscal years 2004, 2003 and
2002.


                                      F-12
<PAGE>

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

NOTE 5    -    STORE CLOSING COSTS

In fiscal 2002 a store closing  reserve was  established  for the closing of the
Chicago store in the amount of $8,000,000.  This action was taken by the Company
to cut losses being incurred at the store because of ongoing construction, at or
near the premises,  expected to continue for several  years,  rendered the store
"unusable"  for a  retailer.  The  Company had a  potential  rent  liability  of
$11,282,000  for the  remainder of the nine year lease term and the landlord had
commenced an action relating to rents liability which the Company was defending.
In fiscal  2002,  $4,000,000  of this  $8,000,000  reserve was used to write off
assets of this store,  the remaining  $4,000,000 was for the settlement with the
landlord  resulting in the Company  recording an additional  $500,000 in closing
costs,  which were  charged to fourth  quarter of fiscal  2003  (which  ended on
February 28, 2004) resulting in a provision of $4,500,000. In February 2004, the
Company  paid the  landlord  $2,250,000  and in August 2004 the Company paid the
landlord $2,250,000, reducing this balance to zero. In our analysis, the closing
of this store was not  material  in  accordance  with SFAS 144 to  disclose as a
discontinued  operation.  In addition,  in fiscal 2004, the Company closed three
stores which are located in Charlotte, NC, Baltimore, MD and Lawrenceville,  NJ.
The  closing of these  stores was not  material in  accordance  with SFAS 144 to
disclose as discontinued operations.

NOTE 6    -    FAIR VALUE DISCLOSURES

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

The fair value of the Company's cash and cash equivalents,  accounts  receivable
and accounts payable approximates their carrying values at February 26, 2005 and
February 28, 2004 due to the short-term maturities of these instruments.

NOTE 7    -    PENSION AND PROFIT SHARING PLANS

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

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

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

     All  plan  assets  are  managed  by  outside  investment  managers.   Asset
     allocations  are reviewed on a regular basis by the  investment  management
     company.  Equity securities are primarily S&P 500 which make up 55% of plan
     assets.  Fixed  securities make up the remaining 45% and are made up of the
     Lehman Aggregate and Merrill Lynch 1-3 year Government Corp.


The Company uses a December 31 measurement date.


                                      F-13
<PAGE>

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

                                                      FEBRUARY 26,  FEBRUARY 28,
                                                          2005          2004
                                                        --------       -------
                                                            (IN THOUSANDS)
CHANGE IN BENEFIT OBLIGATION:
     Net benefit obligation at beginning of year        $  9,177       $ 7,842
     Service cost                                            672           642
     Interest cost                                           554           494
     Actuarial loss                                          130           506
     Gross benefits paid                                    (276)         (307)
                                                        --------       -------
     Net benefit obligation at end of year              $ 10,257       $ 9,177
                                                        ========       =======

CHANGE IN PLAN ASSETS:

     Fair value of plan assets at beginning of year     $  6,462       $ 5,224
     Employer contributions                                  616           542
     Gross benefits paid                                    (276)         (307)
     Actual return on plan assets                            601         1,003
                                                        --------       -------
     Fair value of plan assets at end of year           $  7,403       $ 6,462
                                                        ========       =======

     Funded status at end of year                       $ (2,853)      $(2,714)
     Unrecognized net actuarial loss                       1,836         1,789
     Unrecognized transition amount                           --            --
                                                        --------       -------
     Accrued benefit costs                              $ (1,017)      $  (925)
                                                        ========       =======

Pension expenses includes the following components:

                                                    FISCAL YEAR ENDED
                                        FEBRUARY 26,   FEBRUARY 28,    MARCH 1,
                                            2005           2004          2003
                                          -------        -------       -------
                                                     (IN THOUSANDS)
COMPONENTS OF NET PERIODIC BENEFIT
COST:
Service cost                              $   672        $   642       $   604
Interest cost                                 554            494           470
Return on assets                             (601)        (1,003)          464
Amortization of (gain) loss                    82            637          (939)
                                          -------        -------       -------
Net periodic benefit cost                 $   707        $   770       $   599
                                          =======        =======       =======

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

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


                                      F-14
<PAGE>



     As of December 31, 2004, the benefits  expected to be paid in the next five
     years and in the aggregate for the five years thereafter are as follows:

               2005              $    344
               2006                   364
               2007                   398
               2008                   432
               2009                   475
               2010-2014         $  2,922

     The asset allocation for the Company's  primary pension plans at the end of
     2004 and 2003 and the target allocation of 2005, by asset category,  are as
     follows:

                          Range of Target    % of Plan Assets   % of Plan Assets
    Asset Category        Asset Allocation         2004               2003
    --------------        ----------------   ----------------   ----------------

Equity Securities               50%                 55%                53%
Fixed Income Securities         50%                 45%                47%
                                                   ----               ----
TOTAL                                              100%               100%


b.   PROFIT-SHARING AND 401(K) PLAN - The Company has a profit-sharing  plan and
     401(k) plan for all employees  other than those  covered  under  collective
     bargaining   agreements.   In  1995,  the  Company  established  a  defined
     contribution  savings  plan 401(k) for  substantially  all of its  eligible
     employees.  Employees  may  contribute a percentage  of their salary to the
     plan  subject to  statutory  limits.  The Company has not made any matching
     contributions to this plan during the fiscal years ended February 26, 2005,
     February 28, 2004 and March 1, 2003.

NOTE 8     -      COMMITMENTS

A.   LEASES - The Company has various  operating  leases for its retail  stores,
     with terms expiring between 2006 and 2015. Under most lease agreements, the
     Company pays real estate taxes,  maintenance and other operating  expenses.
     Certain store leases also provide for additional  contingent  rentals based
     upon a percentage of sales in excess of certain minimum amounts.


Future minimum lease payments at February 26, 2005 are as follows:


                                      F-15
<PAGE>

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

2005                                          $  7,413,147
2006                                             7,266,746
2007                                             7,146,008
2008                                             6,498,092
2009                                             5,594,514
2010 and thereafter                              7,871,762
                                              ------------
Total minimum payments                        $ 41,790,269
                                              ============

Rent expense for operating leases are as follows:

                                                FISCAL YEAR ENDED
                              -------------------------------------------------
                              FEBRUARY 26,         FEBRUARY 28,        MARCH 1,
                                  2005                2004               2003
                                  ----                ----               ----
                                                 (IN THOUSANDS)
Minimum rentals due             $ 7,841             $ 8,095            $ 8,656
Escalation rentals accrued         (253)                (31)                67
Contingent rentals                   --                  --                  9
Sublease rentals                   (240)               (228)              (228)
                                -------             -------            -------

                                $ 7,348             $ 7,836            $ 8,504
                                =======             =======            =======


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

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

d.   GUARANTEES - The Company  does not have any  guarantees  as of February 26,
     2005.

NOTE 9   -   PREFERRED STOCK

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


                                      F-16
<PAGE>

NOTE 10    -    STOCK OPTION PLAN

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

No option or stock  appreciation  rights may be granted  under the Stock  Option
Plan after July 28, 2013.  The maximum  exercise  period for any option or stock
appreciation  right  under  the plan is ten  years  from the date the  option is
granted  (five  years for any  optionee  who holds  more than 10% of the  voting
rights of the Company).

On April 7, 2005,  the Board of  Directors of the Company  approved,  subject to
shareholder  approval,  the 2005 Stock  Option Plan.  The Plan  provides for the
issuance of 850,000 shares of common stock.


Stock option transactions are summarized below:

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

                                            FEBRUARY 26, 2005           FEBRUARY 28, 2004            MARCH 1, 2003
                                          ---------------------       --------------------      -----------------------
                                                       WEIGHTED                   WEIGHTED                    WEIGHTED
                                          FISCAL        AVERAGE        FISCAL      AVERAGE       FISCAL        AVERAGE
                                           2004        EXERCISE         2003      EXERCISE        2002        EXERCISE
FIXED OPTIONS                             SHARES         PRICE         SHARES       PRICE        SHARES         PRICE
                                          -------     ----------      -------     --------       ------       ---------
<S>                                        <C>         <C>             <C>         <C>           <C>           <C>
Outstanding
     beginning of year                     888         $   7.13        991         $   7.21      1,060         $   7.24
     Granted                                --               --         --               --         --               --
     Exercised                            (170)            5.63        (23)            5.63        (15)            5.63
     Cancelled                              (7)            5.63        (80)            8.58        (54)            8.07
------------------------------------------------------------------------------------------------------------------------
Outstanding, end of period                 711         $   7.49        888         $   7.13        991         $   7.21
========================================================================================================================

Options exerciseable at year end           711         $   7.49        888         $   7.13        868         $   7.44
</TABLE>


The following table summarizes  information  about stock options  outstanding at
February 26, 2005:

<TABLE>
<CAPTION>
                          OPTIONS OUTSTANDING                            OPTIONS EXERCISABLE
   -------------------------------------------------------------------  ----------------------
                                                  WEIGHTED-AVERAGE
                              NUMBER               REMAINING NUMBER
       RANGE OF            OUTSTANDING AT            CONTRACTUAL           EXERCISABLE AT
    EXERCISE PRICES       FEBRUARY 26, 2005          LIFE (YEARS)         FEBRUARY 26, 2005
   -------------------------------------------------------------------  ----------------------
<S>     <C>                   <C>                        <C>                  <C>
         5.625                398,875                    4.7                  398,875

         8.00                  87,500                    1.6                   87,500

         9.875                 25,000                    2.2                   25,000
        10.6875               200,000                    3.6                  200,000
                              -------                                         -------
                              711,375                                         711,375
</TABLE>


                                      F-17
<PAGE>

NOTE 11    -    NET INCOME PER SHARE

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

Net income (loss) per share have been computed as follows:

<TABLE>
<CAPTION>
                                                               FISCAL 2004        FISCAL 2003      FISCAL 2002
                                                               -----------        -----------      -----------
                                                                                 (IN THOUSANDS)
        BASIC AND DILUTED NET LOSS PER SHARE:
<S>                                                             <C>                <C>               <C>
        Net income (loss)                                       $ 2,177            ($ 4,688)         ($9,035)
        Average shares outstanding - basic                       15,139              15,285           15,661

        Net income (loss) per share - basic                     $  0.14              ($0.31)          ($0.58)

        Average shares outstanding - diluted                     15,340             $15,285         $ 15,661

        Net income (loss) per share - diluted                   $  0.14              ($0.31)          ($0.58)
</TABLE>


Options to  purchase  711,000,  888,000 and  991,000  shares of common  stock at
prices  ranging  from $5.625 to $10.6875  per share were  outstanding  in fiscal
years 2004, 2003 and 2002, respectively. Options to purchase 888,000 and 991,000
shares of common stock were not included in the  computation of diluted net loss
per share because the exercise price of the options  exceeded the average market
price  and would  have been  antidilutive  for 2003 and  2002.  Included  in the
calculation  of  diluted  earnings  per share for 2004 are  201,000  options  to
purchase common stock.

NOTE 12   -       RELATED PARTY TRANSACTIONS

Included in the  Statements  of Operations  are the expenses  relating to a real
estate  lease  with Sy  Syms,  Chairman  of the  Board of the  Company,  for the
Elmsford,  New York store.  During fiscal years 2004, 2003 and 2002, the Company
paid to Sy Syms $796,500, $796,500 and $649,125 respectively, in fixed rent.

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


                                      F-18
<PAGE>


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

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

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

The assets of Stanley  Blacker,  Inc.  consisted  solely of deferred  tax assets
amounting to $2,083,000  relating to the net operating losses at the time of the
acquisition.  Based on the review of the fair value appraisal,  no allocation of
the purchase price was  attributable  to the trademarks and patents as the value
of such  trademarks  and  patents was  immaterial.  A  valuation  allowance  was
established in fiscal 2003 in the amount of $1,500,000.  This was established in
the event that tax loss  carry  forward  expiring  in the next two years was not
used.

NOTE 13   -    UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

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

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


                                      F-19