SYMS CORP, S-3, 1997-10-24

SYMS CORP
S-3, 1997-10-24
FAMILY CLOTHING STORES

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As filed with the Securities and Exchange Commission on October 24, 1997.
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------
SYMS CORP
(Exact name of Registrant as specified in its charter)

NEW JERSEY
(State or other jurisdiction of
incorporation or organization)
__________

22-2465228
(I.R.S. Employer Identification No.)

SYMS WAY
SECAUCUS, NEW JERSEY 07094
(201) 902-9600
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
-------------------
SY SYMS
SYMS WAY
SECAUCUS, NEW JERSEY 07094
(201) 902-9600
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)

Copy to:
MATTHEW J. MALLOW, ESQ. STEPHEN H. COOPER, ESQ.
SKADDEN, ARPS, SLATE, WEIL, GOTSHAL & MANGES LLP
MEAGHER & FLOM LLP 767 FIFTH AVENUE
919 THIRD AVENUE NEW YORK, NEW YORK 10153
NEW YORK, NEW YORK 10022 (212) 310-8000
(212) 735-3000
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. ( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, as amended (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. ( )
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: ( )
(Cover continued on next page.)
____________________

(Continued from previous page)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Amount of
Title of Securities Aggregate Registration
to be Registered Offering Price (1)(2) Fee

Common Stock, $.05 par value . . . . $51,439,500 $15,588

(1) Estimated for the sole purpose of computing the registration fee.

(2) Calculated pursuant to Rule 457(c) based on the average of the high
and low prices of the Common Stock on the New York Stock Exchange on
October 21, 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(A), MAY DETERMINE.

============================================================================

PROSPECTUS

Subject To Completion, Dated October 24, 1997

3,500,000 SHARES

SYMS CORP

[SYMS CORP LOGO]

COMMON STOCK

All of the shares of Common Stock of Syms Corp (the
"Company") offered hereby will be sold by the Sy Syms Foundation
and Sy Syms. See "Principal and Selling Stockholders." The
Company will not receive any proceeds from the sale of the Common
Stock offered hereby.

The Common Stock is listed on the New York Stock Exchange
under the symbol "SYM." On October 23, 1997 the last sale price
of the Common Stock as reported on the New York Stock Exchange
Composite Tape was $13.06. See "Price Range of Common Stock and
Dividend Policy."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Underwriting Proceeds to
Price to Discounts and Selling
Public Commissions(1) Stockholders(2)
Per Share . . . . . . . . $ $ $
Total(3) . . . . . . . . $ $ $

(1) The Company and the Selling Stockholders have agreed to
indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act
of 1933, as amended. See "Underwriting."

(2) Before deducting estimated expenses of $ payable by the
Selling Stockholders. The Company's expenses in connection
with this offering are estimated at $__________.

(3) Certain Selling Stockholders have granted to the
Underwriters a 30-day option to purchase up to 525,000
additional shares of Common Stock solely to cover over-
allotments, if any. If the option is exercised in full, the
total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Selling Stockholders will be
$ , $ and $ , respectively. See
"Underwriting."
________________
The shares of Common Stock are offered by the several
Underwriters, subject to prior sale, when, as and if delivered to
and accepted by them, and subject to certain other conditions.
The Underwriters reserve the right to withdraw, cancel or modify
the offer and to reject orders in whole or in part. It is
expected that delivery of the shares will be made against payment
thereof on or about __________, 1997, at the offices of Bear,
Stearns & Co. Inc., 245 Park Avenue, New York, New York.
________________

BEAR, STEARNS & CO. INC. SALOMON BROTHERS INC

The date of this Prospectus is , 1997

Information contained herein is subject to completion or
amendment. A Registration Statement relating to these
securities has been filed with the Securities and
Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the
Registration Statement becomes effective. This
prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws
of any such State.

[Graphic appears here.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE
PRICE OF THE COMMON STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING
AND SHORT-COVERING TRANSACTIONS AND THE IMPOSITION OF PENALTY
BIDS. SEE "UNDERWRITING."

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at
the public reference facilities maintained by the Commission at
the offices of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and
7 World Trade Center, New York, New York 10048. Copies of such
materials can also be obtained by written request to the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates, and
can be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.

The Company has filed a Registration Statement under the
Securities Act with the Commission with respect to the Common
Stock offered hereby. This Prospectus, which constitutes part of
the Registration Statement, omits certain of the information
contained in the Registration Statement and the exhibits thereto
on file with the Commission pursuant to the Securities Act and
the rules and regulations of the Commission. Statements
contained in this Prospectus such as the contents of any contract
or other document referred to are not necessarily complete and in
each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such
reference. A copy of the Registration Statement, including the
exhibits thereto, may be inspected without charge at the
Commission's principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and copies of all or any
part thereof may be obtained from the Commission upon the payment
of certain fees prescribed by the Commission. The Commission
also maintains a World Wide Web site that contains reports, proxy
and information statements and other information regarding
registrants, such as the Company, that file electronically with
the Commission. The address of the site is http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are hereby incorporated herein by
reference:

1. The Company's Annual Report on Form 10-K for the fiscal
year ended March 1, 1997.

2. The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended May 31, 1997 and August 30, 1997.

All reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of
filing of such reports and documents. Any statement incorporated
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. The Company
hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
has been delivered, upon written or oral request of such person,
a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference
into such documents). Requests for such documents should be
submitted to the Chief Financial Officer of the Company, at the
Company's principal executive offices, which are located at Syms
Way, Secaucus, New Jersey 07094 (telephone: (201) 902-9600).

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the
more detailed information and the financial statements and notes
thereto appearing elsewhere in this Prospectus. Unless the
context otherwise requires, the "Company" and "Syms" refer to
Syms Corp and its subsidiaries. References herein to "Common
Stock" are to the Common Stock, $.05 par value, of the Company.

THE COMPANY

Syms operates a chain of forty "off-price" retail apparel
stores located throughout the Northeastern and middle Atlantic
regions and in the Midwest, Southeast and Southwest. The
Company's stores feature a wide selection of first quality, in-
season merchandise, bearing nationally-recognized designer or
brand name labels, all of which is offered at prices
substantially below those generally found in department and
specialty stores. The Company's merchandise consists principally
of men's tailored clothing and haberdashery and women's dresses,
suits, separates and accessories. For the fiscal year ended March
1, 1997, the Company had net income of approximately $19.1
million on net sales of approximately $346.8 million, of which
over 99% was generated by the sale of designer and brand name
merchandise.

Syms merchandising is predominantly directed toward middle-
and upper-income, fashion-minded and price conscious shoppers and
is symbolized by its widely-recognized slogan: "An Educated
Consumer is Our Best Customer." The Company's stores have a "no
frills" atmosphere in order to emphasize Syms focus on everyday
low prices and exceptional value, although the Company's
merchandising approach is to be the off-price equivalent of an
upscale specialty store. For example, the Company is unique
among off-price retailers in offering its customers a relatively
high degree of service, including sales associates (called
"Educators") to assist with merchandise selection and sizing and
the convenience of in-store alterations.

The Company is able to consistently offer merchandise at
prices substantially below those found at traditional department
and specialty stores as a result of its substantial purchasing
volume and opportunistic and disciplined buying practices. The
Company always seeks the lowest possible price from its vendors,
rather than the special allowances, return privileges and delayed
delivery terms sought by most traditional retailers. Syms
ability to purchase at discounted prices is aided, in many cases,
by the Company's longstanding relationships with its vendors,
many of whom have come to view the Company as an effective and
dependable channel for reducing their excess inventories without
compromising brand image.

Syms continues to expand the breadth of its merchandise
selection and the number of designer labels and brand names
(currently more than 200) carried in its stores. Men's and
women's apparel accounted for 54% and 31%, respectively, of the
Company's net sales in fiscal 1997. The Company makes a special
effort to consistently carry a wide range of sizes in menswear
and women's apparel, with no pricing differential for special
sizes. The Company's stores also carry children's apparel,
accessories (such as hosiery, underwear and sleepwear), men's,
women's and children's shoes, and luggage and smaller leather
goods. The Company believes it offers a wider range and quantity
of merchandise in more styles and sizes than any other off-price
retailer.

In 1959, Syms opened its first store, containing 1,600
square feet, in downtown New York City. Today, the Company's
forty stores average 38,400 square feet of selling space and are
found in 28 cities in 16 states, representing 22 radio and
television advertising markets. The Company has recently embarked
on a five-year, 19 store expansion program intended to increase
its penetration of various markets in which it currently has a
retailing presence and to enter new markets in Los Angeles, San
Francisco, Seattle and Toronto that it does not currently serve.
It is the Company's goal to have at least two stores in each
market that it currently serves with a population greater than
two million. Accordingly, the Company plans to open a second
store in suburban Atlanta in November 1997 and a second store in
suburban Detroit in June 1998. Additional suburban stores are
planned for Baltimore, Houston, Miami and New York. The Company
also plans to open center-city stores in Boston, Chicago and
Washington, D.C., where it currently has only a suburban
presence.

THE OFFERING

Common Stock to be offered . . . 3,500,000 shares, all
of which will be sold
by the Sy Syms
Foundation and Sy Syms.
Common Stock to be outstanding 17,807,890 shares, of
after the offering . . . . . . . which 8,760,136 shares
will be held by the
public and 9,044,054
shares will be held by
Sy Syms and members of
the Syms family. (See
"Principal and Selling
Stockholders.")1
New York Stock Exchange symbol. . SYM

-------------------------
1 Assumes that the over-allotment option granted to the
Underwriters is not exercised.

SUMMARY FINANCIAL DATA

In 1995, the Company changed its fiscal year end to the
Saturday nearest to the end of February. Prior thereto, the
Company's financial statements were prepared on the basis of a
52-week or 53-week fiscal year ending on the Saturday closest to
the end of December. The following summary income statement and
balance sheet data, other than the data for the interim periods
ended August 31, 1996 and August 30, 1997, are derived from the
Company's audited financial statements. All of the financial
data presented below should be read in conjunction with the
consolidated financial statements and related notes, and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," appearing elsewhere in this Prospectus.

Fiscal Year Ended Twenty-Six Weeks Ended
--------------------------------------------------------- ----------------------
(unaudited)

January 2, January 1, December 31, March 2, March 1, August 31, August 30,
1993 1994 1994 1996(1) 1997 1996 1997
---------- ---------- ------------ -------- -------- ---------- ----------
(in thousands, except per share and store data)
<S> <C> <C> <C> <C> <C> <C> <C>

INCOME STATEMENT
DATA:
Net sales . . . . . $319,623 $318,939 $326,651 $334,750 $346,792 $158,505 $164,239
Gross profit. . . . 105,161 103,423 108,739 117,189 133,679 56,589 64,444
Income from
operations . . . . 25,635 18,839 14,429 17,938 33,839 8,570 12,948
Income before
income taxes . . . 25,176 19,082 14,370 17,645 33,742 8,534 12,707
Net income. . . . . 15,148 10,847 8,491 10,411 19,065 4,822 7,496
Net income per
share. . . . . . . $0.86 $0.61 $0.48 $0.59 $1.08 $0.27 $0.42
Weighted average
shares
outstanding. . . . 17,690 17,690 17,694 17,694 17,694 17,694 17,739

OTHER DATA:
Gross profit
margin . . . . . . 32.9% 32.4% 33.3% 35.0% 38.5% 35.7% 39.2%
Operating income
margin . . . . . . 8.0 5.9 4.4 5.4 9.8 5.4 7.9
Depreciation and
amortization . . . $7,747 $7,446 $8,854 $7,751 $7,971 $3,830 $4,290
Capital
expenditures . . . 6,713 17,508 14,591 4,777 21,709 12,716 6,792
Number of stores
at end
of period. . . . . 29 34 39 38 40 39 40

BALANCE SHEET DATA:

Working capital . . $61,338 $59,871 $59,918 $75,521 $78,228 $70,425 $84,102
Total assets. . . . 204,071 221,152 245,385 260,144 284,018 289,10 306,114
Long-term debt
(including
capitalized
leases)(2) . . . . 2,209 1,974 1,696 1,304 900 1,111 670
Stockholders'
equity . . . . . . 180,625 190,605 197,341 207,369 226,434 212,191 234,657
_________________________________
1 Fiscal year 1996 was comprised of fifty-three weeks.
2 Excludes current maturities.

</TABLE>

FORWARD-LOOKING STATEMENTS

This Prospectus includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. All statements herein other than statements
of historical fact, including, without limitation, the statements
under "Prospectus Summary--The Company," "Management's Discussion
and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" and "Business--Expansion
Program" regarding the Company's expansion plans, liquidity and
capital requirements, are forward-looking statements. Although
management believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no
assurance that those expectations will prove to have been
correct. Important factors that could cause actual results to
differ materially from management's expectations ("Cautionary
Statements") are disclosed in this Prospectus, including, without
limitation, under "Investment Considerations" below. All written
and oral forward-looking statements by or attributable to the
Company or persons acting on its behalf are expressly qualified
in their entirety by those Cautionary Statements.

INVESTMENT CONSIDERATIONS

In evaluating the proposed purchase of Common Stock,
investors should carefully consider all of the information in
this Prospectus and, in particular, the following factors:

CHANGING NATURE OF THE APPAREL RETAILING INDUSTRY

The apparel retailing industry has undergone substantial
contraction in recent years, with the closing of more than thirty
major retail chains and significant consolidation among remaining
retailers. According to Dun & Bradstreet's, Business Failure
Record, over 9,500 retail apparel and accessories stores closed
or failed in the United States between 1991 and 1995. This
period was characterized by intensified competition, reduced
consumer spending and price deflation, all of which resulted in
severe pressure on retailers' operating margins, including those
of the Company. Although the Company believes that conditions
have improved during the past two years, during which the
Company's net income improved following three years of decline,
there can be no assurance that the Company will be able to
sustain the levels of sales and operating margins necessary for
continuing growth.

RELATIONSHIPS WITH VENDORS

The Company is currently purchasing first-quality, in-season
designer and brand name merchandise from more than 1,200 vendors
at prices below those generally available to major department and
specialty stores. Although the Company has maintained long-term
business relationships with many of these vendors, there can be
no assurance that it will be able to continue to purchase first-
quality, in-season merchandise from these vendors in the same
breadth of styles and sizes, in the same or greater volumes and
at prices as favorable as those currently available to the
Company.

EXPANSION PROGRAM

The Company's proposed expansion program contemplates a
nearly 50% increase in the number of its stores as well as entry
into new markets. When entering new markets, the Company will be
required to obtain suitable store sites, hire personnel and
establish distribution systems in geographic areas in which it
has no prior experience. In addition, the Company must advertise
the "Syms" name and its distinguishing characteristics in new
markets where the Company may not be known. There can be no
assurance that the Company will be able to open and operate new
stores on a timely and profitable basis, that the Company will be
able to obtain sufficient merchandise from its vendors to
adequately stock its new stores or that the costs associated with
opening such stores will not adversely affect the Company's
profitability.

DEPENDENCE ON KEY MANAGEMENT

The success of the Company's business has depended, to a
large extent, on the contributions of its founder, Chairman and
Chief Executive Officer, Sy Syms. Mr. Syms is 71 years old and,
in recent years, has turned over increasing responsibility for
the management of the Company's operations to his daughter, Marcy
Syms, who serves as the Company's President and Chief Operating
Officer. Although Ms. Syms and the other members of the
Company's management team have substantial experience in the off-
price apparel retailing industry, the Company's expansion program
and future success will depend, in part, upon the Company's
ability to attract, retain and motivate additional qualified
management personnel.

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 off-price stores, as well as apparel specialty
stores, department stores and manufacturer-owned factory outlet
stores. 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, some of which
have indicated their intention to enter the off-price apparel
business. The off-price apparel business itself has become
increasingly competitive, especially with respect to the
increased use by manufacturers of their own factory outlets. At
various times of the year, department stores and specialty stores
offer brand name merchandise at substantial markdowns.

LACK OF ACTIVE TRADING MARKET FOR THE COMMON STOCK

Although the Common Stock has been listed on the New York
Stock Exchange since September 1983, trading in the Common Stock
has been limited. In major part, this has been a result of the
relatively small percentage of the outstanding stock in public
hands. Although a principal purpose of this offering is to
increase the amount of Common Stock available for public trading,
Mr. Syms and members of his family will continue to own
approximately 50.8% (47.8% if the Underwriters' over-allotment
option is exercised) of the outstanding stock following this
offering and there can be no assurance that a more active trading
market for the Common Stock will develop.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of
the Common Stock offered hereby. The purpose of this offering is
to provide the Selling Stockholders with greater liquidity and to
increase the amount of Common Stock available for public trading.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is quoted on the New York Stock Exchange
under the symbol "SYM." The following table sets forth for the
periods indicated the high and low sales prices per share of the
Common Stock as reported on the New York Stock Exchange Composite
Tape. At October 22, 1997, the Company had approximately 206
stockholders of record.

High Low
---- ---
Fiscal Third Quarter
1998 (through October 23, 1997). . $ 14.94 $ 12.63
Second Quarter . . . . . . . 14.00 9.38
First Quarter . . . . . . . 10.00 9.00

Fiscal Fourth Quarter $ 10.25 $ 8.75
1997 Third Quarter . . . . . . . 8.88 8.13
Second Quarter . . . . . . . 8.50 7.13
First Quarter . . . . . . . 8.38 7.63

Fiscal Fourth Quarter $ 8.25 $ 7.13
1996 Third Quarter . . . . . . . 9.50 7.13
Second Quarter . . . . . . . 8.38 6.75
First Quarter . . . . . . . 7.88 6.88

On October 23, 1997 the last sale price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $13.06
per share.

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. The Company does not currently pay
dividends on its Common Stock and its policy is to retain
earnings to support the growth of its business.

CAPITALIZATION

The following table sets forth the capitalization of the
Company as of the date indicated:

August 30, 1997
---------------

Long-term debt:
Obligations under capital leases1 . . . $ 670,000
-------------

Stockholders' equity:
Preferred stock, par value $100 per
share.
authorized 1,000,000 shares; none
outstanding . . . . . . . . . . . --
Common stock, par value $.05 per share.
authorized 30,000,000 shares;
17,807,890 shares
issued and outstanding2 . . . . . . 889,000
Additional paid-in capital . . . . . . . 12,432,000
Retained earnings . . . . . . . . . . . . 221,336,000
-----------
Total stockholders' equity . . . . . 234,657,000
Total capitalization . . . . . . . . $235,327,000

---------------------
1 Exclusive of current portion, aggregating $441,000.
2 Exclusive of 384,000 shares issuable upon the exercise
of outstanding stock options.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

Fiscal Year Ended Twenty-Six Weeks Ended
--------------------------------------------------------- ----------------------
(unaudited)

BALANCE SHEET DATA:

</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL

In 1995, the Company changed its fiscal year end to the Saturday
nearest to the end of February. Prior to this change, the Company
maintained its records on the basis of a 52-53 week fiscal year ending the
Saturday closest to December 31. The following discussion compares the 26
weeks ended August 30, 1997 to the 26 weeks ended August 31, 1996, the
fiscal year ended March 1, 1997 ("fiscal 1997") to the fiscal year ended
March 2, 1996 ("fiscal 1996") and the fiscal year ended March 2, 1996 to
the fiscal year ended December 31, 1994 ("fiscal 1994"). The fiscal years
ended December 31, 1994 and March 1, 1997 were comprised of 52 weeks. The
fiscal year ended March 2, 1996 was comprised of 53 weeks.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the
respective percentages of the Company's net sales attributable to various
components of its income statement:

Twenty-Six
Fiscal Year Ended Weeks Ended
----------------------------- ----------------------
December 31, March 2, March 1, August 31, August 30,
1994 1996 1997 1996 1997
------------ -------- -------- ---------- ----------

Net sales 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales 66.7% 65.0% 61.5% 64.3% 60.8%
------------ -------- -------- ---------- ----------
Gross profit 33.3% 35.0% 38.5% 35.7% 39.2%

Selling, general & 20.9% 21.1% 20.5% 21.8% 21.5%
administrative
Advertising 1.6% 1.8% 1.9% 1.8% 2.4%
Occupancy 3.7% 3.7% 4.1% 4.2% 4.8%
Depreciation & 2.7% 2.3% 2.3% 2.4% 2.6%
amortization
Special charges 0.0% 0.8% 0.0% 0.0% 0.0%
------------ -------- -------- ---------- ----------
Operating income 4.4% 5.4% 9.8% 5.4% 7.9%
Interest - net 0.0% 0.1% 0.0% 0.0% 0.1%
------------ -------- -------- ---------- ----------
Income before income 4.4% 5.3% 9.7% 5.4% 7.7%
taxes
Income taxes 1.8% 2.2% 4.2% 2.3% 3.2%
------------ -------- -------- ---------- ----------
Net income 2.6% 3.1% 5.5% 3.0% 4.6%
============ ======== ======== ========== ==========

TWENTY-SIX WEEKS ENDED AUGUST 30, 1997 COMPARED TO TWENTY-SIX WEEKS ENDED
AUGUST 31, 1996

For the twenty-six weeks ended August 30, 1997 net sales increased
$5,734,000 (3.6%) to $164,239,000 as compared to net sales of $158,505,000
for the twenty-six weeks ended August 31, 1996. Comparable store sales
decreased 2.2% for the twenty-six weeks ended August 30, 1997 from the 1996
period. The 3.6% increase for the twenty-six week period was, for the most
part, the result of the opening of the Company's new store on Park Avenue
in New York City.

Gross profit for the twenty-six weeks ended August 30, 1997 was
$64,444,000, an increase of $7,855,000 (13.9%) as compared to $56,589,000
for the fiscal period ended August 31, 1996. This increase resulted mainly
from increased net sales of $5,734,000 and the Company's gross margin
increasing to 39.2% from 35.7%. The 3.5% improvement in gross margin
resulted primarily from increased levels of opportunistic and in-season
purchases which created better values for the Company's customers and lower
markdowns.

Selling, general and administrative expense increased $753,000 to
$35,376,000 (21.5% as a percentage of net sales) for the twenty-six weeks
ended August 30, 1997 as compared to $34,623,000 (21.8% as a percentage of
net sales) for the twenty-six weeks ended August 31, 1996.

Advertising expense for the twenty-six weeks ended August 30, 1997
increased to $3,900,000 (2.4% as a percentage of net sales), as compared to
$2,883,000 (1.8% as a percentage of net sales) in the twenty-six week
period ended August 31, 1996, resulting from a commitment to expand the
Company's advertising effort through radio and direct mail advertising
during the thirteen weeks ended August 30, 1997 and an increase of
television advertising in single store markets during the first thirteen
weeks of this fiscal period. In addition, in August 1997 the Company
advertised its semi-annual sales event ("bash") in the newspaper for the
first time.

Occupancy costs were $7,930,000 (4.8% as a percentage of net sales)
for the twenty-six week period ended August 30, 1997, up from $6,683,000
(4.2% as a percentage of net sales) for the period ended August 31, 1996.
This increase in the twenty-six week period resulted mainly from the
addition of the Park Avenue store.

Depreciation and amortization for the twenty-six weeks ended August
30, 1997 amounted to $4,290,000, an increase of $460,000 as compared to
$3,830,000 for the twenty-six weeks ended August 31, 1996. This increase
in the twenty-six week period resulted mainly from the addition of the Park
Avenue store.

Income before income taxes for the twenty-six weeks ended August 30,
1997 of $12,707,000 increased $4,173,000 as compared to $8,534,000 for the
twenty-six weeks ended August 31, 1996. As discussed above, the increase
in income before income taxes reflects for the most part higher gross
profit, offset somewhat by increased selling, general and administrative,
advertising and occupancy expense.

For the twenty-six week period ended August 30, 1997 the effective
income tax rate was 41.0% as compared to 43.5% last year. Last year's rate
was adversely affected by additional tax provisions for certain states.

FISCAL YEAR ENDED MARCH 1, 1997 COMPARED TO MARCH 2, 1996

Net sales of $346,792,000 for the fiscal year ended March 1, 1997
increased $12,042,000 (3.6%) as compared to net sales of $334,750,000 for
the fiscal year ended March 2, 1996. The increase was, for the most part,
the result of an increase in the number of stores in the year ended March
1, 1997. Comparable store sales decreased by $736,000 (0.2%), caused
mainly by fiscal 1996 being comprised of 53 weeks versus 52 weeks in fiscal
1997. The Company estimates that the extra week added approximately
$5,100,000 in net sales to the 1996 fiscal year.

Gross profit for the fiscal year ended March 1, 1997 was $133,679,000,
an increase of $16,490,000 (14.1%), as compared to $117,189,000 for the
fiscal year ended March 2, 1996. This increase resulted mainly from
increased net sales of $12,042,000 and the Company's gross margin
increasing to 38.5% from 35.0%. The 3.5% improvement in gross margin
resulted primarily from increased levels of opportunistic and in-season
purchases which created better values for the Company's customers.

Selling, general and administrative expense was $71,028,000 (20.5% as
a percentage of net sales) for the period ended March 1, 1997 as compared
to $70,579,000 (21.1% as a percentage of net sales) for the fiscal year
ended March 2, 1996. The increase of $449,000 resulted from three
additional stores in fiscal 1997. As a percentage of sales, SG&A expense
decreased in fiscal 1997, due to a continued effort by management to
control store and corporate operational expenses.

Advertising expense for fiscal 1997 increased to $6,626,000 (1.9% as a
percentage of net sales), as compared to $5,905,000 (1.8% as a percentage
of net sales) for the fiscal year ended March 2, 1996, resulting from a
continued commitment to expand the Company's advertising effort.

Occupancy costs were $14,215,000 (4.1% as a percentage of net sales)
for the period ended March 1, 1997, up from $12,330,000 (3.7% as a
percentage of net sales) for the fiscal year ended March 2, 1996. This
increase was the result of three additional leased locations in fiscal
1997.

Depreciation and amortization in fiscal 1997 amounted to $7,971,000,
an increase of $220,000 as compared to $7,751,000 for the fiscal year ended
March 2, 1996, resulting from the opening of new stores and a 40,000
square-foot addition to the Secaucus, New Jersey distribution center.

The provision for contractor advance and special charges for the
fiscal year ended March 2, 1996 includes a $2,200,000 provision made in the
fourth quarter in recognition of then current information that a contractor
advance might not be fully recoverable, a charge in the first quarter of
$1,200,000 for costs associated with closing the store in Sterling Heights,
Michigan, offset by a $714,000 adjustment to the $2,935,000 special charges
taken in the two month period ended February 25, 1995, part of which
relates to the write-off of costs associated with a lease in Cincinnati,
Ohio, in which the Company had initially decided not to open a store. The
$714,000 adjustment arose when the Company, based on subsequent experience
with the real estate market in Cincinnati, Ohio, concluded in November 1995
that the property would not be subleased in a reasonable time frame and at
an acceptable rate. The Company then decided to open the store in February
1996, operating with a reduced expense structure.

Income before income taxes of $33,742,000 increased $16,097,000
(91.2%) in fiscal 1997, as compared to $17,645,000 for the fiscal year
ended March 2, 1996. This increase for the most part reflects higher gross
profit and no special charge in the current period, offset by increased
selling, general and administrative expense, advertising, and occupancy
expense.

For the fiscal year ended March 1, 1997 the effective income tax rate
was 43.5% as compared to 41.0% last year. The increase was the result of
additional tax provisions provided for certain states.

FISCAL YEAR ENDED MARCH 2, 1996 COMPARED TO DECEMBER 31, 1994

For the fiscal year ended March 2, 1996, net sales were $334,750,000,
an increase of $8,099,000 or 2.5% from fiscal 1994. The increase was
mainly a result of fiscal 1996 being 53 weeks compared to 52 weeks in the
fiscal year ended December 31, 1994. The extra week added approximately
$5,100,000 in net sales to the 1996 fiscal year.

For the fiscal year ended March 2, 1996, the Company's gross margin
increased to 35.0% from 33.3% in fiscal 1994. The increase was the result
of a higher initial markup partially offset by additional markdowns.

For the fiscal year ended December 31, 1994, the Company's interim
gross margin was estimated based principally upon historical experience.
The determination of cost of sales for that fiscal year was based on a
physical inventory at the end of the fiscal year ended December 31, 1994.
Using estimated gross margins for the first three quarters resulted in
upward adjustments to gross margin in the fourth quarter. In fiscal 1994,
the adjustment was due primarily to a higher initial markup. These
adjustments resulted in an increase to gross profit of approximately
$1,787,000 for the fourth quarter ended December 31, 1994. In January
1995, Syms began utilizing the retail inventory method for quarterly
inventory valuation.

As a percentage of net sales, selling, general and administrative
expenses (excluding occupancy, depreciation and amortization) were 21.1% in
fiscal 1996 and 20.9% in fiscal 1994. The increase in the 1996 fiscal year
selling, general and administrative expenses and advertising (excluding
occupancy, depreciation and amortization) was principally due to the added
week (53 weeks versus 52 weeks) of payroll and payroll related expenses and
higher legal and professional fees as a result of the change in the fiscal
year and the proposed, but subsequently abandoned, "Going Private"
transaction.

Advertising expense for fiscal 1996 increased to $5,905,000 (1.8% as a
percentage of net sales), as compared to $5,069,000 (1.6% as a percentage
of net sales) for fiscal 1994, resulting from an additional expenditure for
direct marketing.

As a percentage of net sales, occupancy expenses were 3.7% in fiscal
1996 and fiscal 1994.

Income before income taxes for fiscal 1996 was $17,645,000 (5.3% as a
percentage of net sales), as compared to $14,370,000 (4.4% as a percentage
of net sales) for fiscal 1994. This increase reflects higher gross profit,
offset by an increase in selling, general and administrative expenses as
well as occupancy expenses and the special charges as discussed above.

In the fiscal year ended March 2, 1996 the effective income tax rate
increased to 41.0% from 40.9% in fiscal 1994.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at August 30, 1997 was $84,102,000, an increase of
$13,677,000 from $70,425,000 at August 31, 1996, and the ratio of current
assets to current liabilities improved to 2.20 to 1 as compared to 1.94 to
1 at August 31, 1996.

Working capital at March 1, 1997 was $78,228,000, an increase of
$2,707,000 from March 2, 1996, and the ratio of current assets to current
liabilities decreased to 2.40 to 1 as compared to 2.48 to 1 at March 2,
1996.

Working capital at March 2, 1996 was $75,521,000, an increase of
$15,603,000 from December 31, 1994. The ratio of current assets to current
liabilities improved to 2.48 to 1 at March 2, 1996 as compared to 2.32 to 1
at December 31, 1994.

Net cash used by operating activities totaled $2,343,000 for the
twenty-six weeks ended August 30, 1997, a decrease of $10,217,000, as
compared to $7,874,000 provided by operating activities for the twenty-six
weeks ended August 31, 1996. Net income for 1997 amounted to $7,496,000 as
compared to $4,822,000 in 1996, an increase of $2,674,000. In the twenty-
six week period ended August 30, 1997, net cash used in operating
activities was mainly used to increase inventory by $16,528,000, offset by
an increase in accounts payable of $8,432,000.

Net cash provided by operating activities totaled $15,573,000 for the
fiscal year ended March 1, 1997 and increased by $4,437,000 compared to
$11,136,000 for the fiscal year ended March 2, 1996. Net income for fiscal
1997 amounted to $19,065,000 compared to $10,411,000 in fiscal 1996, an
increase of $8,654,000. In the period ended March 1, 1997, cash provided
by operating activities was mainly used to increase inventory by
$9,586,000.

Net cash provided by operating activities totaled $11,136,000 in
fiscal 1996 compared to $12,936,000 in fiscal 1994. Net income for fiscal
1996 amounted to $10,411,000 compared to $8,491,000 in fiscal 1994, an
increase of $1,920,000. In fiscal 1996, merchandise inventories increased
by $2,694,000 and accounts payable decreased $4,721,000.

Net cash used in investing activities was $6,781,000 and $12,672,000
for the twenty-six weeks ended August 30, 1997 and August 31, 1996,
respectively. The higher expenditures in 1996 were the result of costs
associated with the opening of the Company's store on Park Avenue in New
York City and with the 40,000 square-foot addition to the Company's
distribution center in Secaucus, New Jersey.

Net cash used in investing activities was $21,644,000 for the fiscal
year ended March 1, 1997. Net cash used in investing activities was
$4,452,000 in fiscal 1996 compared to $14,488,000 in fiscal 1994.
Purchases of property and equipment totaled $21,709,000, $4,777,000, and
$14,591,000 for the fiscal years ended March 1, 1997, March 2, 1996 and
December 31, 1994, respectively.

Net cash provided by financing activities was $8,983,000 for the
twenty-six weeks ended August 30, 1997, compared to $6,738,000 in fiscal
1996. Both increases resulted from an increase in revolving line of credit
borrowings amounting to $8,450,000 in 1997 and $6,900,000 in fiscal 1996.
At August 30, 1997 and August 31, 1996, the Company had net borrowings of
$13,400,000 and $6,900,000, respectively, under its revolving credit
agreement.

Net cash provided by financing activities was $4,611,000 for the
fiscal year ended March 1, 1997, resulting for the most part from the
$4,950,000 in short term borrowings. Net cash used in financing activities
was $2,337,000 in fiscal 1996. Net cash provided by financing activities
was $911,000 in fiscal 1994. The Company paid cash dividends of $0.10 per
share in fiscal 1994, which totaled $1,769,000. The Company had net
borrowings of $2,900,000 in fiscal 1994.

The Company has a revolving credit agreement with a bank for a line of
credit not to exceed $40,000,000 through December 1, 1997. At December 1,
1997 the Company has the option to reduce this commitment to zero or
convert the revolving credit agreement to a term loan with a maturity date
of December 1, 2000. The Company anticipates it will renew this facility
for another three years for the same amount and the same terms, conditions
and covenants. Except for funds provided from this credit agreement, the
Company has satisfied its operating and capital expenditure requirements,
including those for the opening and expansion of stores, from internally
generated funds. For the twenty-six weeks ended August 30, 1997, average
borrowings under the revolving credit agreement were $3,818,000 with a
weighted average interest rate of 6.26%. For the twenty-six weeks ended
August 31, 1996, average borrowings under the revolving credit agreement
were $1,214,000 with a weighted average interest rate of 6.40%. For the
fiscal year ended March 1, 1997, under the revolving credit agreement, the
borrowings peaked at $21,450,000 and the average amount of borrowings was
$4,122,000 with a weighted average interest rate of 5.97%. For the fiscal
year ended March 2, 1996, under the revolving credit agreement, the average
amount of borrowings was $3,500,000 with a weighted average interest rate
of 7.3%. For the fiscal year ending December 31, 1994, under the revolving
credit agreement, the average amount of borrowings was $6,800,000 with a
weighted average interest rate of 5.2%.

The Company has planned capital expenditures of approximately
$12,000,000 for the fiscal year ended February 28, 1998, which includes
plans to open one new store, and to relocate one store from a leased
location to a Company built store. Through the twenty-six week period
ended August 30, 1997, the Company has incurred $6,792,000 of capital
expenditures relating to the $12,000,000.

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 ending March 1, 1999.

SEASONALITY

Like most retailers, the Company's business is subject to seasonal
fluctuations. Historically, over 28% of the Company's net sales and
approximately 45% of its net earnings have been generated during the third
quarter. Because of the seasonality of the Company's business, results for
any quarter are not necessarily indicative of the results that may be
achieved for the full fiscal year.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS No. 128"), which is effective for the Company for its current fiscal
year, which will end February 28, 1998. SFAS No. 128 simplifies the
standards for computing earnings per share previously found in Accounting
Principles Board Opinion No. 15 and establishes new standards for computing
and presenting earnings per share. Application of SFAS No. 128 is not
expected to have a significant effect on the Company's earnings per share.

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.

BUSINESS

GENERAL

Syms operates a chain of forty off-price retail apparel stores
located throughout the Northeastern and middle Atlantic regions and in the
Midwest, Southeast and Southwest. The Company's stores feature a wide
selection of first quality, in-season merchandise, bearing nationally-
recognized designer or brand name labels, all of which is offered at prices
substantially below those generally found in department and specialty
stores. The Company's merchandise consists principally of men's tailored
clothing and haberdashery and women's dresses, suits, separates and
accessories.

MERCHANDISING

The Company believes that it offers more designer and brand name
merchandise in more styles, sizes and price points than any other off-price
retailer. At present, more than 99% of the Company's net sales are
generated by the sale of designer and brand name merchandise. Syms
merchandising focus is predominantly directed toward middle- and upper-
income, fashion-minded and price conscious shoppers and is symbolized by
its widely-recognized slogan: "An Educated Consumer is Our Best Customer."
For the year ended March 1, 1997 and the twenty-six weeks ended August 30,
1997, net sales were generated by the following principal merchandise
categories:

Twenty-Six
Year Ended Weeks Ended
March 1, 1997 August 30, 1997
------------- ---------------
(percentage of net sales)

Men's tailored clothing and
haberdashery. . . . . . . . . . . . . . 54% 55%
Women's dresses, suits, separates and
accessories . . . . . . . . . . . . . . 31 30
Shoes . . . . . . . . . . . . . . . . . . 7 8
Children's wear . . . . . . . . . . . . . 6 5
Luggage . . . . . . . . . . . . . . . . . 2 2
-- --
100% 100%
=== ===

The Company's merchandise assortment for men's tailored clothing and
haberdashery features a wide selection of business attire (suits, jackets,
shirts and ties), casual wear (slacks, shorts, polo-style shirts, sweaters
and activewear), formal wear (tuxedos and related furnishings), accessories
(underwear, socks, belts, gloves and scarves), outerwear and shoes. Men's
tailored clothing (suits, tuxedos, sportscoats and dress slacks) represents
the largest percentage of the Company's net sales. The Company maintains
between 4,500 and 10,000 suits in each store, depending on store size, in a
full array of sizes. The Company believes that the typical Syms store
offers a greater number and assortment of men's suits, in a wider range of
sizes, than any other store in the United States. Recognizing the trend
toward casual dressing in the workplace, the Company has expanded its
selection of men's casual sportswear and carries a broad selection of
designer and brand name sportswear.

Women's clothing is the Company's second largest merchandise category.
The Company's selection of women's apparel includes dresses (evening and
day), suits, pantsuits, separates, corporate casual, weekend wear,
activewear, loungewear, intimate apparel, shoes and accessories. The
Company makes a special effort to carry a broad range of sizes, including
both petites up to size 12 and womens up to size 24.

The Company's line of children's merchandise ranges from infant
through early teens and includes tailored clothing, casual apparel, shoes
and sneakers. In addition, the Company offers designer and brand name
luggage, as well as wallets, handbags and briefcases.

VENDOR RELATIONSHIPS AND PURCHASING

The Company purchases first-quality, in-season, designer and brand
name merchandise directly from manufacturers at prices below those
generally paid by department and specialty stores. Syms estimates that
approximately 200 brand names and designer labels are represented in its
stores at any time. During fiscal 1997, the Company purchased merchandise
from approximately 1,200 vendors, and no single brand name or designer
label accounted for more than 4.3% of total purchases. The Company has
enjoyed longstanding relationships with many of its vendors, some of which
have been selling merchandise to the Company for as long as 30 years. The
Company believes that these relationships have contributed to a continuity
of buying opportunities for first-quality, in-season merchandise. Syms is
able to obtain its merchandise at advantageous prices because it is viewed
by its vendors as an effective and dependable channel for reducing their
excess inventories without compromising brand image. The Company does not
request advertising allowances, avoids merchandise returns (except for
damaged or nonconforming goods) and buys in large volumes. Except for
purchase order contracts, the Company has no written agreements with its
vendors. Although Syms typically does not maintain large out-of-season
inventories, the Company occasionally makes opportunistic purchases of
certain items of basic clothing, which do not change in style from year to
year, for storage until the next appropriate selling season.

Purchasing is performed by a staff of twelve buyers and seven
assistant buyers in conjunction with various merchandise managers.
Individual store allocations are made by the Company's buying staff.
Buyers are typically former store employees with a strong understanding of
Syms customers' needs and are highly disciplined with respect to margin
requirements and quantity limitations. The Company's buying staff has, on
average, 15 years of experience in the apparel industry and seven years
with the Company. In addition to the buying staff, the Company has two
representatives in Europe who are responsible for identifying European
buying opportunities. The Company's buyers make buying trips to Europe
twice a year.

PRICING

The Company's pricing strategy is to enhance customer value by
offering everyday low prices, which are generally 40% to 60% below those
offered at department and specialty stores. In addition, the Company also
offers "dividend" (in-store, unadvertised promotion) prices that reflect
further reductions on various types of merchandise. Merchandise is offered
over a wide range of price points, which contrasts distinctly with the
merchandising approach of many department and specialty stores.

The Company affixes a ticket to each item displaying Syms selling
price as well as the price the Company believes to be the nationally
advertised price (typically double that of the true wholesale price) of
that item at department or specialty stores. All garments carry the
manufacturer's brand name or designer label. Because women's dresses are
subject to considerable style fluctuation, Syms has long utilized a ten-day
automatic markdown pricing policy to promote sales of certain dresses.
Women's dresses represent approximately 4.8% of net sales.

The Company's ability to offer its merchandise at everyday low prices
is strengthened by its attention to minimizing operating costs. Syms
stores are low maintenance, functional facilities that are designed to
maximize selling space and contain overhead. The Company's ownership of 21
of its forty stores enables it to reduce its overall occupancy costs. The
Company's incentive compensation program encourages store managers to
maintain low payrolls. The efficient implementation and management of the
Company's advertising program, primarily radio and television, has resulted
in a ratio of advertising expenditures to net sales that is below that of
the industry as a whole.

MARKETING AND ADVERTISING

In 1974, the Company became one of the first clothing retailers to
advertise on television. The original commercials featured the Company's
founder, Sy Syms. In 1979, Mr. Syms' daughter, Marcy, currently President
and Chief Operating Officer, joined her father in the Company's television
commercials. In 1997, Mr. Syms' son, Stephen, a Vice President of the
Company and its Merchandise Manager -- Men's Tailored Clothing and Shoes,
also began appearing in Syms television commercials. The Company believes
that the appearance of members of the Syms family in the Company's
commercials has been an effective marketing practice and personalizes the
Company to its customers. As a result of the Company's extensive use of
television advertising, its slogan -- "An Educated Consumer is our Best
Customer" -- is one of the best known in the retail apparel industry. In
addition to television, the Company has historically advertised on radio
and, more recently, has begun advertising in print media as well as by
direct mail to its Syms credit card customer base. The Company
occasionally makes special offers in mailings to holders of the Syms credit
card and to others who have used national credit cards at Syms stores
within the previous six months. As part of its marketing and advertising
effort, Syms has historically sponsored programs on public television and
charitable events in the communities in which it does business.

The Company generally budgets approximately 1.9% of net sales (equal
to $6.6 million in fiscal 1997), for advertising, but allocates as much as
4.0% of net sales to advertising for stores in new markets and second
stores in existing markets. The Company does not advertise the brand names
of its merchandise. Management believes that the Company enjoys
substantial word-of-mouth publicity from its customer base, and that this
publicity accounts for a significant portion of the Company's new customers
in markets where the Company has existing stores.

The Company accepts as a form of payment from its customers cash,
checks, national credit cards and its own Syms credit card. At September
30, 1997 there were approximately 324,000 holders of the Syms credit card.
During fiscal 1997, the Syms credit card accounted for approximately $60.3
million, or 17.4%, of the Company's net sales. Syms credit card
receivables are sold on a non-recourse basis to a third party at a
negotiated discount. In lieu of cash refunds, the Company issues credits
toward the Syms credit card or store credits that may be used toward the
purchase of other merchandise. Merchandise purchased from the Company may
be returned within a reasonable amount of time.

CUSTOMER SERVICE

The Company believes that it is distinguished among off-price
retailers for its attentive customer service. The Company's sales
associates assist customers with merchandise selection, including correct
sizing. The Company's sales associates are called "Educators" because
their role is to educate customers about the merchandise. Upon joining the
Company, each Educator participates in a Company-developed training
program. In addition to a higher level of customer service, the Company
also offers certain other amenities not typically found in off-price
stores, such as individual fitting rooms for women and in-store alterations
for both men and women. The Company also offers Syms credit card customers
a 10% discount on their initial purchase using the card and a more
favorable return policy than it offers to holders of other credit cards.
The Company believes that, as discounting has become more common, the
Company's customer service and other amenities have become increasingly
important factors in distinguishing the Company from its off-price
competitors.

STORE LAYOUT AND OPERATIONS

The Company's store format and merchandise presentation are designed
to emphasize its focus on everyday low prices and exceptional value.
However, the Company seeks to project itself as the off-price equivalent of
an upscale specialty store. In general, Syms stores are designed to convey
the impression of three specialty stores in one building: a men's specialty
store, a women's specialty store and a children's specialty store. The
Company has designed its stores to allow customers to select and purchase
apparel with ease and convenience. Each merchandise category is clearly
displayed and organized by type and size on conveniently arranged racks or
counters. Large tickets, each with a color corresponding to a specific
size (for example, yellow always indicates women's size 8), are attached to
each piece of merchandise, allowing customers to determine sizes from a
distance. Unlike other off-price retailers, the Company does not use
printed price tags on its men's suits, relying instead on handwritten price
tickets, which it believes are a more personalized way of presenting its
suits to its customers. In general, no emphasis is placed on any
particular brand or label.

All Syms stores are low maintenance, simple and functional facilities
designed to maximize selling space and contain overhead costs. Store
layouts are flexible so that product groupings can be easily moved or
expanded. As the Company is committed to maintaining virtually all of its
in-store inventory on the selling floor, its stores do not require
significant storage space. The Company considers the ideal selling space
of its stores to range from 35,000 to 55,000 square feet. More than 70% of
Syms suburban stores are "free standing." Syms stores are usually located
near a major highway or thoroughfare in suburban areas populated by at
least one million people and are readily accessible to customers by
automobile.

Approximately 30 to 100 persons, consisting mostly of Educators, are
employed at each Syms store, depending upon store size and season. All
Syms stores are directly managed and operated by the Company. Each store
has a management team that consists of a store manager, two first assistant
store managers, two second assistant store managers and three department
managers, and is staffed by a core group of Educators during non-peak
hours, with additional Educators added as needed at peak hours. The
various managers and Educators perform all store operations, from receiving
and processing merchandise and arranging it for display to assisting
customers. Each store manager reports to a District Manager who, in turn,
reports directly to the Company's senior management. The Company currently
employs five District Managers. District Managers typically visit each
store at least once every ten days to review merchandise quantities and
presentation, staff training and personnel performance, expense control,
security, cleanliness and adherence to Company operating procedures.
District Managers are also responsible for monitoring store payrolls.
Under the Company's "Management by Objective" program, members of each
store's management team are evaluated and are eligible to receive
additional compensation based upon the store's success in meeting certain
gross sales and payroll budgeting goals.

A typical Syms store is open seven days a week, eleven hours on
weekdays, nine hours on Saturdays and six hours on Sundays. Each store has
security personnel on premises during normal hours and uses an electronic
security system after normal hours. The Company has installed electronic
sensor devices in each store to detect and deter theft of merchandise.

STORE LOCATIONS

The following table sets forth, as of the date hereof, the location,
selling square footage and ownership status of each of the Company's forty
stores:

Selling
Location Square Footage Ownership
-------- -------------- ---------

Connecticut
Fairfield 32,000 Owned
Hartford 31,000 Leased

Florida
Fort Lauderdale 44,000 Owned
Miami 45,000 Owned
Tampa 38,000 Owned
West Palm Beach 36,000 Leased

Georgia
Atlanta 51,000 Owned
(Norcross)

Illinois
Chicago (Addison) 47,000 Owned
Chicago (Gurnee 33,000 Leased
Mills Mall)
Chicago (Niles) 32,000 Leased

Maryland
Baltimore 43,000 Leased
Washington, D.C. 56,000 Owned
(Rockville)

Massachusetts
Boston (Norwood) 36,000 Leased
Boston (Peabody) 39,000 Leased

Michigan
Detroit 46,000 Owned
(Southfield)

Missouri
St. Louis 33,000 Leased

New Jersey
New York City 56,000 Owned
(Paramus)
New York City 32,000 Leased
(Woodbridge)
Philadelphia 40,000 Owned
(Cherry Hill)
Secaucus 25,000 Owned

New York
Buffalo 39,000 Owned
Long Island 36,000 Owned
(Commack)
Long Island 72,000 Owned
(Westbury)
New York City 39,000 Leased
(Manhattan/Park
Avenue)
New York City 40,000 Owned
(Manhattan/Trinity
Place)
Rochester 32,000 Owned
Westchester 50,000 Leased

North Carolina
Charlotte 30,000 Leased

Ohio
Cincinnati 31,000 Leased
(Sharonville)
Cleveland 36,000 Leased
(Highland Heights)

Pennsylvania
Philadelphia 22,000 Leased
(Franklin Mills
Mall)
Philadelphia 41,000 Owned
(King of Prussia)
Pittsburgh 40,000 Leased
Pittsburgh 31,000 Owned
(Monroeville)

Rhode Island
Providence (N. 27,000 Leased
Cranston)

Texas
Dallas 42,000 Owned
Dallas (Hurst) 38,000 Owned
Houston 34,000 Owned

Virginia
Washington, D.C. 28,000 Leased
(Falls Church)
Washington, D.C. 33,000 Leased
(Potomac Mills
Mall)

In addition to the selling space indicated, each store contains
between approximately 2,000 and 14,000 square feet for receiving,
inspecting, holding and ticketing merchandise and other personnel and
SAadministrative functions. Store leases provide for a base rental of
between approximately $2.50 and $34.00 per square foot. In addition, under
the "net" terms of all of the leases, the Company pays maintenance
expenses, real estate taxes and other charges. Four of the Company's
leased stores have a percentage of sales rental as well as a fixed minimum
rent. Rental payments for Syms leased stores aggregated $5,868,000 for the
fiscal year ended March 1, 1997.

The Company owns a distribution center, located in 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 retail selling space.

EXPANSION PROGRAM

The Company has recently embarked on a five-year, 19 store expansion
program intended to increase its penetration of certain markets in which it
currently has a retailing presence and to enter new markets in Los Angeles,
San Francisco, Seattle and Toronto that it does not currently serve. Each
of these new markets includes a population of more than two million
persons, high income demographics and significant consumer awareness of
designer and brand name labels. In addition, the Company believes that it
possesses a high level of name recognition in Toronto because it has
advertised for twenty years in nearby Buffalo. It is the Company's goal to
have at least two stores in each market that it currently serves with a
population greater than two million. Accordingly, the Company plans to
open a second store in suburban Atlanta in November 1997 and a second store
in suburban Detroit in June 1998. Additional suburban stores are planned
for Baltimore, Houston, Miami and New York. The Company also plans to open
center-city stores in Boston, Chicago and Washington, D.C., where it
currently has only a suburban presence.

MANAGEMENT INFORMATION SYSTEMS

The Company has implemented a merchandise control system that tracks
product inventory in approximately 750 categories from its arrival at the
distribution center to its ultimate sale at the Company's stores.
Information is electronically transmitted daily to the Company's database
at its headquarters, where executives can obtain detailed reports on demand
regarding sales and inventory levels (in units and dollars) on a store-by-
store basis.

The Company's merchandise control system enhances management's ability
to make informed buying decisions and to respond to unexpected increases or
decreases in demand for a particular item. The inventory management system
is capable of reporting product information, such as style, fabric, vendor
lot, model number, size and color, and enables management to distribute
merchandise on a store-by-store basis, utilizing geographical selling
trends.

The Company believes that its present management information systems
can support substantially expanded operations without significant
additional capital investment.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

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

Name Age Title

Sy Syms . . . . . . . . . 71 Chairman of the Board, Chief Executive
Officer and a Director of the Company

Marcy Syms . . . . . . . 46 President, Chief Operating Officer and
a Director of the Company

Antone F. Moreira . . . . 61 Vice President, Treasurer, Chief Financial
Officer and a Director of the Company

Stephen A. Merns . . . . 44 Vice President, Secretary, Merchandise
Manager -- Men's Tailored Clothing and
Shoes, and a Director of the Company

Harvey A. Weinberg . . . 60 Director of the Company

Wilbur L. Ross, Jr. . . . 59 Director of the Company

David A. Messer . . . . . 36 Director of the Company

Philip G. Barach . . . . 67 Director of the Company

The members of the Company's Board of Directors hold office until the
next annual meeting of stockholders 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 and Stephen A. Merns are the children of Sy Syms. There are no
other family relationships between any directors or executive officers of
the Company.

SY SYMS has been Chairman of the Board, Chief Executive Officer and a
Director of the Company (including its predecessors) since 1959. Mr. Syms
has been a Director of Israel Discount Bank of New York since December
1991.

MARCY SYMS has been President and a Director of the Company since
1983, Chief Operating Officer of the Company (including its predecessors)
since 1984.

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

STEPHEN A. MERNS has been Vice President, Secretary and Merchandise
Manager -- Men's Tailored Clothing and Shoes of the Company since January
1, 1986. He was Vice President and a buyer of men's haberdashery of Syms
Inc. from 1980 through 1985 and Secretary of Syms Inc. from 1983 through
1985. He has been a Director of the Company since July 1996.

WILBUR L. ROSS, JR. has been a Managing Director of Rothschild Inc.
since 1976. He is a member of the Board of Directors of Mego Corp. He has
been a director of the Company since 1983.

HARVEY A. WEINBERG has been a consultant 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 served as Chairman
of the Board of Hartmarx Corporation. He is a trustee of Glimcher Realty
Trust (a real estate investment trust). He has been a Director of the
Company since December 1992. During 1994 HSSI, Inc. filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division.

PHILIP G. BARACH has been a consultant since March 1993. From 1968 to
March 1993 he was Chairman of the Board or Chairman of the Board, President
and Chief Executive Officer of the United States Shoe Corp. (manufacturer
and retailer of footwear, apparel and eyewear). He is a member of the
Board of Directors of Bernard Chaus, Inc. (manufacturer of women's
apparel), Glimcher Realty Trust (a real estate investment trust), R.G.
Barry Corp. (manufacturer of foldable slippers and heat/cold preservation
products) and Union Central Insurance Co. (life insurance). He has been a
Director of the Company since July 1996.

DAVID A. MESSER has been President of AIG Trading Corporation, a
subsidiary of American International Group, Inc. (New York Stock Exchange:
AIG), since January 1994. Prior to January 1994, Mr. Messer was a Senior
Vice President of AIG Trading Corporation, where he has been employed since
March 1990. He has been a Director of the Company since July 1996.

PRINCIPAL AND SELLING STOCKHOLDERS

Of the 3,500,000 shares of Common Stock offered hereby, 2,500,000
shares will be sold by the Sy Syms Foundation and 1,000,000 shares will be
sold by Mr. Syms. In addition, Mr. Syms, Marcy Syms and Stephen A. Merns have
granted to the Underwriters an option to purchase an aggregate of up to 525,000
additional shares of Common Stock solely to cover over-allotments.
(See "Underwriting.")

As of the date hereof, the Sy Syms Foundation owned 2,500,000 shares
of Common Stock, Mr. Syms owned 7,052,145 shares and other members of the
Syms family, including Marcy Syms and Stephen A. Merns, owned 2,991,909
shares, representing in the aggregate approximately 70.4% of the
outstanding Common Stock. In addition, certain members of the Syms family
have currently exercisable options to purchase up to 129,000 shares of the
Company's Common Stock. After completion of this offering (assuming the
Underwriters' over-allotment option is not exercised), Mr. Syms will own
6,052,145 shares, representing, together with shares owned by other members
of the Syms family, approximately 50.8% of the outstanding Common Stock.
If the Underwriters' over-allotment option is exercised in full, Mr. Syms
will own 5,707,145 shares, and the percentage of the Company's outstanding
Common Stock owned in the aggregate by the Syms family will be reduced to
47.8%. In addition, at October 22, 1997, 1,226,647 shares (representing
6.9% of the outstanding Common Stock) were owned by Tweedy, Browne Company,
L.P., a private investment partnership.

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Company is authorized to issue 30,000,000 shares of Common Stock.
Subject to any preferences, limitations and relative rights that may be
fixed for any series of Preferred Stock that may be issued as described
below, the holders of Common Stock of the Company are entitled, among other
things, (1) to share ratably in dividends if, when, and as declared by the
Board of Directors out of funds legally available therefor (see
"Dividends"), (2) to one vote per share at all meetings of stockholders,
and (3) in the event of liquidation, to share ratably in the distribution
of assets remaining after payment of debts, expenses and the liquidation
preference of any outstanding shares of Preferred Stock. Holders of shares
of Common Stock have no cumulative voting rights or pre-emptive rights to
subscribe for or purchase any additional shares of capital stock issued by
the Company. The Company's Certificate of Incorporation provides that the
affirmative vote of holders of 70% of the outstanding shares of Common
Stock are required to effect or validate any merger or consolidation of the
Company with or into any other corporation, any sale or lease of all or any
substantial part of the assets of the Company or any sale or lease to the
Company of assets (having an aggregate fair market value in excess of
$1,000,000) in exchange for voting securities (or rights to acquire voting
securities or securities convertible into voting securities) of the
Company, except where the merger or similar transaction with another
corporation has been approved by a 75% vote of the entire Board of
Directors of the Company or where the Company owns a majority of every
class of voting stock of such other corporation. The affirmative vote of a
majority of the outstanding shares of Common Stock is required to amend the
foregoing provisions of the Certificate of Incorporation. The Company's
Certificate of Incorporation provides that the affirmative vote of a
majority of the outstanding shares of Common Stock is sufficient to effect
the removal of a director with or without cause, and similar action by a
majority of the Board of Directors is sufficient to effect the removal of a
director with cause. Such provisions could be utilized, under certain
circumstances, as a method of preventing a takeover of the Company.

American Stock Transfer & Trust Company is the Transfer Agent and
Registrar for the Common Stock.

PREFERRED STOCK

The Board of Directors is authorized to issue 1,000,000 shares of
Preferred Stock, par value $100, without further action by the
stockholders, in one or more series and to fix as to any such series the
dividend rate, redemption prices, preferences on liquidation or
dissolution, sinking fund terms, if any, conversion rights, voting rights
and any other preference or special rights and qualifications. Shares of
Preferred Stock issued by the Board of Directors could be utilized, under
certain circumstances, as a method of preventing a takeover of the Company.
As of the date of this Prospectus, the Board of Directors has not
authorized any series of Preferred Stock. There are no agreements or
understandings for the issuances of any shares of Preferred Stock.

ANTI-TAKEOVER PROVISIONS

The Company is governed by the provisions of Section 14A: 10A-1 et
seq., the New Jersey Shareholders Protection Act (the "New Jersey Act"), of
the New Jersey Business Corporation Act, an anti-takeover law. In general,
the statute prohibits a publicly-held New Jersey corporation from engaging
in a "business combination" with an "interested shareholder" for a period
of five years after the date of the transaction in which the person became
an interested shareholder, unless the business combination is approved in a
prescribed manner. A "business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to the interested
shareholder. An "interested shareholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 10% or
more of the corporation's voting stock. After the five-year waiting period
has elapsed, a business combination between a corporation and an interested
shareholder will be prohibited unless the business combination is approved
by the holders of at least two-thirds of the voting stock not beneficially
owned by the interested shareholder, or unless the business combination
satisfies the New Jersey Act. The New Jersey Act's fair price provision is
intended to provide that all shareholders (other than the interested
shareholders) receive a fair price for their shares.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have
17,807,890 shares of Common Stock outstanding. All of the shares to be
sold in the offering will be freely tradeable without restrictions or
further registration under the Securities Act, unless purchased by an
"affiliate" of the Company (as that term is defined in Rule 144 adopted
under the Securities Act ("Rule 144")), in which case such shares would be
subject to the resale limitations of Rule 144. None of the outstanding
shares of Common Stock to be beneficially owned by the Syms family
following this offering may be publicly sold in the absence of an effective
registration statement under the Securities Act, other than in accordance
with Rule 144 or another exemption from registration.

In general, under Rule 144, a person (or persons whose shares are
required to be aggregated) who has beneficially owned shares of Common
Stock for at least one year, including a person who may be deemed an
"affiliate," is entitled to sell, within any three-month period, a number
of shares that does not exceed the greater of one percent of the total
number of shares of the class of stock sold or the average weekly reported
trading volume of the class of stock being sold or the average weekly
reported trading volume of the class of stock being sold during the four
calendar weeks preceding such sale. A person who is not deemed an
"affiliate" of the Company at any time during the three months preceding a
sale and who has beneficially owned shares for a least two years is
entitled to sell such shares under Rule 144 without regard to the volume
limitations described above. As defined in Rule 144, an "affiliate" of an
issuer is a person that directly or indirectly through the use of one or
more intermediaries controls, is controlled by, or is under common control
with, such issuer. The foregoing summary of Rule 144 is not intended to be
a complete description thereof.

Although the Common Stock has been listed on the New York Stock
Exchange since September 1983, trading in the Common Stock has been
limited. In major part, this has been a result of the relatively small
percentage of the outstanding stock in public hands. The Company is unable
to predict the effect that sales made under Rule 144, pursuant to future
registration statements, or otherwise, may have on the market price of the
Common Stock prevailing from time to time. Nevertheless, sales of a
substantial amount of Common Stock by the Syms family in the public market,
or the perception that such sales could occur, could adversely affect
prevailing market prices. See "Underwriting" for a discussion of certain
contractual restrictions on resales of the Common Stock by the Syms family.

The Company has granted options to purchase 384,000 shares of Common
Stock to certain officers, directors and employees of the Company pursuant
to the Company's stock option plans and an additional 458,000 shares are
available for future grant thereunder. As of October 17, 1997, options
with respect to approximately 304,000 shares were exercisable and options
with respect to 80,000 shares were subject to vesting provisions.

UNDERWRITING

The Underwriters named below, acting through their representatives,
Bear, Stearns & Co. Inc. and Salomon Brothers Inc (the "Representatives"),
have severally agreed, subject to the terms and conditions of the
Underwriting Agreement (the form of which has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part), to purchase
from the Sy Syms Foundation and Sy Syms (collectively, with Marcy Syms and
Stephen A. Merns, the "Selling Stockholders") the numbers of shares of
Common Stock set forth opposite their respective names below:

Number of
Underwriters Shares
------------ ---------

Bear, Stearns & Co. Inc. . . .
Salomon Brothers Inc . . . . .

Total . . . . . . . . . 3,500,000
=========

The nature of the obligations of the Underwriters is such that they
must purchase all of such shares if any are purchased. Those obligations
are subject, however, to various conditions, including the approval of
certain matters by counsel.

The Representatives have advised the Company and the Selling
Stockholders that the Underwriters propose to offer the Common Stock to the
public initially at the offering price set forth on the cover page of this
Prospectus and to certain dealers at such price less a concession not to
exceed $ per share. The Underwriters may allow, and such dealers may
reallow, a concession to certain other dealers not to exceed $ per
share. After the commencement of the offering, the public offering price
and concessions may be changed.

Sy Syms, Marcy Syms and Stephen A. Merns have granted to the
Underwriters an option to purchase up to an aggregate of 525,000 additional
shares of Common Stock at the public offering price less the underwriting
discount set forth on the cover page of this Prospectus, solely to cover
over-allotments, if any. The option may be exercised at any time within 30
days after the date of this Prospectus. To the extent that the option is
exercised, the Underwriters will be severally committed, subject to certain
conditions, to purchase the additional shares in proportion to their
respective purchase commitments as indicated in the preceding table. Of
the shares subject to such option, 345,000 are owned by Sy Syms, 50,000 are
owned by Marcy Syms and 130,000 are owned by Stephen A. Merns.

The Company, the Selling Stockholders and the Company's directors and
executive officers have agreed that, for a period of 90 days following the
date of this Prospectus, they will not, without the prior written consent
of Bear, Stearns & Co. Inc., directly or indirectly offer or agree to sell,
sell or otherwise dispose of any shares of Common Stock (or securities
convertible into, exchangeable for or evidencing the right to purchase
shares of Common Stock), other than, in the case of the Selling
Stockholders, the shares to be sold by them to the Underwriters, and, in
the case of the Company, the grant of options (and the issuance of shares
upon the exercise of outstanding options) under the Company's existing
stock option plan.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, and, where such indemnification is unavailable, to
contribute to payments that the Underwriters may be required to make in
respect of such liabilities.

In order to facilitate the offering, certain persons participating in
the offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the Common Stock during and after the
offering. Specifically, the Underwriters may over-allot or otherwise
create a short position in the Common Stock for their own account by
selling more shares than have been sold to them by the Company. The
Underwriters may elect to cover any such short position by purchasing
shares in the open market or by exercising the over-allotment option
granted to them. In addition, the Representatives, on behalf of the
Underwriters, may stabilize or maintain the price of the Common Stock by
bidding for or purchasing shares in the open market and may impose penalty
bids, under which selling concessions allowed to syndicate members or other
broker-dealers participating in the offering are reclaimed if shares
previously distributed in the offering are repurchased in connection with
stabilization transactions or otherwise. The effect of these transactions
may be to stabilize or maintain the market price of the Common Stock at a
level above that which might otherwise prevail in the open market. The
imposition of a penalty bid may also affect the price of the Common Stock
to the extent that it discourages resales thereof. No representation is
made as to the magnitude or effect of any such stabilization or other
transactions. Such transactions may be effected on the New York Stock
Exchange or otherwise and, if commenced, may be discontinued at any time.

Bear, Stearns & Co. Inc. acted as one of the representatives of the
underwriters of the initial public offering of the Company's Common Stock
in September 1983.

Wilbur Ross, a Managing Director of Rothschild Inc. and a director
of the Company, has been retained by Sy Syms as his personal financial
advisor in connection with this offering.

LEGAL MATTERS

The validity of the Common Stock being offered hereby will be passed
upon for the Company by Skadden, Arps, Slate, Meagher & Flom LLP, New York,
New York. Certain legal matters in connection with this offering will be
passed upon for the Underwriters by Weil, Gotshal & Manges LLP, New York,
New York.

EXPERTS

The consolidated balance sheets of the Company and its subsidiaries as
of March 2, 1996 and March 1, 1997 and the related consolidated statements
of income, stockholders' equity and cash flows for each of the three fiscal
years ended December 31, 1994, March 2, 1996 and March 1, 1997, and the
two-month period ended February 25, 1995, included in the Company's Annual
Report on Form 10-K for the year ended March 1, 1997 and included and
incorporated by reference into this Prospectus, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report,
which is included and incorporated herein by reference, and have been so
included and incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Public Accountants . . . . . . . . . F-1
Consolidated Balance Sheets as of March 2, 1996
and March 1, 1997 . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Income for each of
the three fiscal years ended December 31, 1994,
March 2, 1996 and March 1, 1997 and the two months
ended February 26, 1994 and February 25, 1995 . . . . . . F-3
Consolidated Statements of Stockholders' Equity
for each of the three fiscal years ended
December 31, 1994, March 2, 1996 and March 1, 1997 . . . F-4
Consolidated Statements of Cash Flows for each of
the three fiscal years ended December 31, 1994,
March 2, 1996 and March 1, 1997 and the two months
ended February 26, 1994 and February 25, 1995 . . . . . . F-5
Notes to Consolidated Financial Statements . . . . . . . . F-6
Condensed Consolidated Balance Sheets as of
August 31, 1996, March 1, 1997 and August 30, 1997. . . . F-17
Condensed Consolidated Statements of Income for
the twenty-six weeks ended August 31, 1996 and
August 30, 1997 . . . . . . . . . . . . . . . . . . . . F-18
Consolidated Statements of Cash Flows for the
twenty-six weeks ended August 31, 1996 and
August 30, 1997 . . . . . . . . . . . . . . . . . . . . . F-19
Notes to Condensed Consolidated Financial Statements . . . F-20

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying consolidated balance sheets of Syms Corp
and its subsidiaries as of March 2, 1996 and March 1, 1997, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the three fiscal years ended December 31, 1994, March 2,
1996 and March 1, 1997 and the two month period ended February 25, 1995.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Syms Corp and subsidiaries
as of March 2, 1996 and March 1, 1997 and the results of their operations
and their cash flows for each of the three fiscal years ended December 31,
1994, March 2, 1996 and March 1, 1997 and the two month period ended
February 25, 1995 in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
New York, New York
April 28, 1997

SYMS CORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands)

March 2, March 1,
1996 1997
------------------------
ASSETS

CURRENT ASSETS:
Cash and cash equivalents ............... $ 4,804 $ 3,344
Merchandise inventories ................. 112,954 122,540
Deferred income taxes ................... 5,221 6,639
Prepaid expenses and other current
assets ............................... 3,521 1,756
-------- --------
Total current assets .............. 126,500 134,279
PROPERTY AND EQUIPMENT - Net of
accumulated depreciation
and amortization ........................ 129,235 142,741
DEFERRED INCOME TAXES ................... -- 197
OTHER ASSETS ............................ 4,409 6,801
-------- --------
TOTAL ASSETS ............................ $260,144 $284,018
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ...................... $ 30,900 $ 28,723
Accrued expenses ...................... 9,918 11,055
Obligations to customers .............. 4,490 5,085
Income taxes payable .................. 5,331 5,833
Short term borrowings ................. -- 4,950
Current portion of obligations under
capital lease ....................... 340 405
-------- --------
Total current liabilities ........... 50,979 56,051
-------- --------
OBLIGATIONS UNDER CAPITAL LEASE ......... 1,304 900
-------- --------
DEFERRED INCOME TAXES ................... 255 --
-------- --------
OTHER LONG TERM LIABILITIES ............. 237 633
-------- --------
COMMITMENTS (Note 7) .................... -- --

STOCKHOLDERS' 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; 17,694 shares
issued and outstanding as of March 2,
1996 and March 1, 1997 ................ 885 885
Additional paid-in capital .............. 11,709 11,709
Retained earnings ....................... 194,775 213,840
-------- --------
Total stockholders' equity .............. 207,369 226,434
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY .............................. $260,144 $284,018
======== ========

CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

Fiscal Year Ended Two Months Ended
--------------------------------- ----------------------------
December 31, March 2, March 1, February 26, February 25,
1994 1996 1997 1994 1995
------------ -------- -------- ------------ -------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
NET SALES ......... $326,651 $334,750 $346,792 $ 41,642 $ 46,632
Cost of goods sold 217,912 217,561 213,113 28,108 29,776
-------- -------- -------- -------- --------
Gross profit ...... 108,739 117,189 133,679 13,534 16,856

EXPENSES
Selling, general
and administrative 68,370 70,579 71,028 10,133 10,652
Advertising ....... 5,069 5,905 6,626 364 576
Occupancy ......... 12,017 12,330 14,215 1,702 1,841
Depreciation and
amortization .... 8,854 7,751 7,971 1,190 1,359
Provision for
contractor advance
and special charges -- 2,686 -- -- 2,935
-------- -------- -------- -------- --------
Income (loss)
from operations ... 14,429 17,938 33,839 145 (507)
Interest expense
(income) - net .... 59 293 97 61 60
-------- -------- -------- -------- --------
Income (loss)
before income
taxes ............. 14,370 17,645 33,742 84 (567)
Provision
(benefit) for
income taxes ...... 5,879 7,234 14,677 34 (184)
-------- -------- -------- -------- --------
NET INCOME (LOSS) . $ 8,491 $ 10,411 $ 19,065 $ 50 $ (383)
======== ======== ======== ======== ========
Net income
(loss) per share .. $ 0.48 $ 0.59 $ 1.08 $ -- $ (0.02)
======== ======== ======== ======== ========
Weighted average
shares outstanding 17,694 17,694 17,694 17,692 17,694
======== ======== ======== ======== ========
Cash dividends
per share ......... $ 0.10 $ -- $ -- $ -- $ --
======== ======== ======== ======== ========

</TABLE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except per share amounts)

Preferred
Stock 1,000 Common Stock,
Shares; $100 30,000 Shares;
Par Value $0.05 Par Value Additional
------------------------------------ Paid-In Retained
Shares Amount Shares Amount Capital Earnings Total
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

BALANCE JANUARY 1,... -- -- 17,692 $ 885 $ 11,695 $ 178,025 $ 190,605
1994
Exercise of
stock options ....... -- -- 2 -- 14 -- 14
Cash dividend ....... -- -- -- -- -- (1,769) (1,769)
Net income .......... -- -- -- -- -- 8,491 8,491
---------------------------------------------------------------------------
BALANCE DECEMBER 31,
1994 ........... -- -- 17,694 885 11,709 184,747 197,341
Net loss for the
two months ended-
- - February 25, 1995.. -- -- -- -- -- (383) (383)
Net income for
the fiscal year
ended - March 2, 1996 -- -- -- -- -- 10,411 10,411
---------------------------------------------------------------------------
BALANCE MARCH 2, 1996 -- -- 17,694 885 11,709 194,775 207,369
Net income .......... -- -- -- -- -- 19,065 19,065
---------------------------------------------------------------------------
BALANCE MARCH 1, 1997 -- -- 17,694 $ 885 $ 11,709 $ 213,840 $ 226,434
===========================================================================
</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Fiscal Year Ended Two Months Ended
----------------------------------- ----------------------------
December 31, March 2, March 1, February 26, February 25,
1994 1996 1997 1994 1995
------------ -------- -------- ------------ -------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss) ... $ 8,491 $ 10,411 $ 19,065 $ 50 $ (383)
Adjustments to
reconcile net
income to net cash
provided by (used
in) operating
activities:
Depreciation and
amortization ...... 8,854 7,751 7,971 1,190 1,359
Deferred income
taxes ............. (1,484) (3,539) (1,870) -- 47
(Gain) loss on
sale of property
and equipment ..... (73) 10 (52) -- (16)
Loss on disposal
of assets ......... -- 1,142 244 -- 1,360
(Increase) decrease in
operating assets:
Merchandising inven-
tories ............ (17,389) (2,694) (9,586) (9,000) (13,453)
Prepaid expenses
and other current
assets ............ (418) 2,158 1,765 2,403 (404)
Other assets ........ (290) (306) (2,417) (2) 4
Increase
(decrease) in
operating liabili-
ties:
Accounts payable .... 8,535 (4,721) (2,177) 14,573 12,222
Accrued expenses .... 4,164 1,203 1,137 (2,596) 133
Obligations to
customers ......... 805 (271) 595 (166) 456
Other long term
liabilities ....... -- 237 396 -- --
Income taxes ........ 1,741 (245) 502 (3,036) (306)
---------------------------------------------------------
Net cash provided
by operating
activities ........ 12,936 11,136 15,573 3,416 1,019
---------------------------------------------------------

CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of
property and equip-
ment .............. (14,591) (4,777) (21,709) (1,910) (388)
Proceeds from sale
of property and
equipment ......... 103 325 65 -- 13
---------------------------------------------------------
Net cash used in
investing
activities ...... (14,488) (4,452) (21,644) (1,910) (375)
---------------------------------------------------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Payment of dividends (1,769) -- -- -- --
Repayments of
obligations under
capital lease ..... (234) (287) (339) (36) (43)
Revolving line of
credit (repayments)
borrowings ........ 2,900 (2,050) 4,950 -- (850)
Exercise of options . 14 -- -- -- --
---------------------------------------------------------
Net cash provided
by (used in)
financing
activities ........ 911 (2,337) 4,611 (36) (893)
---------------------------------------------------------
NET (DECREASE)
INCREASE IN
CASH AND CASH
EQUIVALENTS ....... (641) 4,347 (1,460) 1,470 (249)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD ............ 1,347 457 4,804 1,347 706
---------------------------------------------------------
CASH AND CASH
EQUIVALENTS,END
OF PERIOD ......... $ 706 $ 4,804 $ 3,344 $ 2,817 $ 457
==========================================================
SUPPLEMENTAL CASH
FLOW INFORMATION:
Cash paid during the
period for:
Interest (net of
amount capital-
ized) ........... $ 253 $ 399 $ 291 $ -- $ --
==========================================================
Income taxes paid
(refunds received)
-- net ........... $5,106 $11,026 $16,041 $ -- $ (33)
==========================================================
</TABLE>

See notes to consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended December 31, 1994, March 2, 1996, March 1, 1997 and
the Two Months Ended February 25, 1995

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPAL BUSINESS

SYMS CORP AND SUBSIDIARIES (THE "COMPANY") OPERATES A CHAIN OF
FORTY "OFF-PRICE" RETAIL STORES (THIRTY-EIGHT IN 1996) LOCATED
THROUGHOUT THE NORTHEASTERN AND MIDDLE ATLANTIC REGIONS AND IN THE
MIDWEST, SOUTHEAST AND SOUTHWEST. EACH SYMS STORE OFFERS A BROAD RANGE
OF FIRST QUALITY, IN SEASON MERCHANDISE BEARING NATIONALLY RECOGNIZED
DESIGNER OR BRAND-NAME LABELS FOR MEN, WOMEN AND CHILDREN.

B. PRINCIPLES OF CONSOLIDATION

THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDE THE ACCOUNTS OF THE
COMPANY AND WHOLLY-OWNED SUBSIDIARIES. ALL SIGNIFICANT INTERCOMPANY
ACCOUNTS AND TRANSACTIONS HAVE BEEN ELIMINATED.

IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS (CONSISTING OF NORMAL
RECURRING ACCRUALS) CONSIDERED NECESSARY FOR A FAIR PRESENTATION HAVE
BEEN INCLUDED. OPERATING RESULTS FOR THE TWO MONTHS ENDED FEBRUARY 26,
1994 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS THAT MAY BE EXPECTED
FOR THE ENTIRE FISCAL YEAR ENDED DECEMBER 31, 1994.

C. ACCOUNTING PERIOD

THE COMPANY CHANGED ITS FISCAL YEAR END TO THE SATURDAY NEAREST TO THE
END OF FEBRUARY. THIS CHANGE WAS REPORTED ON MARCH 17, 1995. THE FISCAL
YEARS ENDED DECEMBER 31, 1994 AND MARCH 1, 1997 WERE COMPRISED OF 52
WEEKS. THE FISCAL YEAR ENDED MARCH 2, 1996 WAS COMPRISED OF 53 WEEKS.

D. 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 INVENTOR AY
METHOD. DURING THE FISCAL YEAR ENDED DECEMBER 31, 1994, THE COMPANY
CHANGED ITS METHOD OF VALUING INVENTORY BY COMPUTING SEPARATE COST
COMPLEMENTS FOR EACH DEPARTMENT WITHIN ITS FIVE MERCHANDISE CATEGORIES.
IN THE PAST, THE COMPANY COMPUTED A SINGLE COST COMPLEMENT FOR EACH OF
ITS FIVE MERCHANDISE CATEGORIES. MANAGEMENT BELIEVES THE CHANGE RESULTS
IN A MORE ACCURATE INVENTORY VALUATION. THIS CHANGE RESULTED IN A TOTAL
INCREASE TO GROSS MARGIN OF $780,000 OF WHICH APPROXIMATELY ONE HALF
RELATES TO PRIOR YEARS. THE COMPANY CONSIDERS THAT THE EFFECT ON FISCAL
YEAR END 1994 AND PRIOR YEARS IS NOT MATERIAL.

E. PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT ARE STATED AT COST. DEPRECIATION AND
AMORTIZATION ARE PROVIDED BY THE STRAIGHT-LINE METHOD OVER THE
FOLLOWING ESTIMATED USEFUL LIVES:

BUILDINGS AND IMPROVEMENTS 15-30 YEARS
MACHINERY AND EQUIPMENT 5 YEARS
FURNITURE AND FIXTURES 5 YEARS
LEASEHOLD IMPROVEMENTS LESSER OF LIFE OF THE
ASSET OR LIFE OF LEASE

FACILITIES LEASES (NOTE 7) HAVING THE SUBSTANCE OF FINANCING
TRANSACTIONS HAVE BEEN CAPITALIZED. THE RELATED LEASE OBLIGATIONS HAVE
BEEN INCLUDED AS OBLIGATIONS UNDER CAPITAL LEASE. THE LEASED ASSETS ARE
BEING AMORTIZED AS DESCRIBED ABOVE.

F. INCOME TAXES

DEFERRED INCOME TAXES REFLECT THE FUTURE TAX CONSEQUENCES OF
DIFFERENCES BETWEEN THE TAX BASIS OF ASSETS AND LIABILITIES AND THEIR
FINANCIAL REPORTING AMOUNTS AT YEAR END.

G. EARNINGS PER SHARE

NET INCOME PER SHARE IS COMPUTED BY DIVIDING NET INCOME BY THE WEIGHTED
AVERAGE NUMBER OF COMMON SHARES AND COMMON STOCK EQUIVALENTS
OUTSTANDING DURING EACH PERIOD. THE COMPANY'S COMMON STOCK EQUIVALENTS
CONSIST OF OUTSTANDING STOCK OPTIONS AND FOR THE PERIODS ENDED DECEMBER
31, 1994, MARCH 2, 1996 AND MARCH 1, 1997, THE EFFECT OF OUTSTANDING
COMMON STOCK OPTIONS WAS NOT DILUTIVE.

H. CASH AND CASH EQUIVALENTS

SYMS CORP CONSIDERS CREDIT CARD RECEIVABLES AND ALL SHORT TERM
INVESTMENTS WITH A MATURITY OF THREE MONTHS OR LESS AS CASH
EQUIVALENTS.

I. PRE-OPENING COSTS

STORE PRE-OPENING COSTS ARE DEFERRED UNTIL THE STORE'S OPENING, AT
WHICH TIME THEY ARE EXPENSED OVER THE FIRST 12 MONTHS OF STORE
OPERATION.

J. CLOSED STORE EXPENSE

CLOSED STORE COSTS, SUCH AS FUTURE RENT AND REAL ESTATE TAXES NET OF
EXPECTED SUBLEASE RECOVERY, ARE ACCRUED WHEN MANAGEMENT MAKES THE
DETERMINATION THAT NO FUTURE ECONOMIC BENEFIT FROM OPERATIONS EXISTS
AND ARE RECORDED IN SELLING, GENERAL & ADMINISTRATIVE EXPENSES.

K. OBLIGATION TO CUSTOMERS

OBLIGATIONS TO CUSTOMERS REPRESENT CREDITS ISSUED FOR RETURNED
MERCHANDISE AS WELL AS GIFT CERTIFICATES. THE COMPANY'S POLICY IS TO
ALLOW CUSTOMERS TO EXCHANGE CREDITS ISSUED FOR OTHER MERCHANDISE OR
CREDIT TO THE SYMS CHARGE CARD.

L. USE OF ESTIMATES

THE PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES 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. ACTUAL RESULTS COULD DIFFER
FROM THOSE ESTIMATES.

M. RECENT ACCOUNTING PRONOUNCEMENT

IN MARCH 1995, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED SFAS NO.
121, "ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF." SFAS NO. 121 REQUIRES THAT
LONG-LIVED ASSETS AND CERTAIN IDENTIFIABLE INTANGIBLES TO BE HELD AND
USED BY AN ENTITY BE REVIEWED FOR IMPAIRMENT WHENEVER EVENTS OR CHANGES
IN CIRCUMSTANCES INDICATE THAT THE CARRYING AMOUNT OF AN ASSET MAY NOT
BE RECOVERABLE, AND IS EFFECTIVE FOR FISCAL YEARS BEGINNING AFTER
DECEMBER 15, 1995. THE COMPANY EVALUATED ITS INVESTMENT IN LONG-LIVED
ASSETS TO BE HELD AND USED IN OPERATIONS ON AN INDIVIDUAL STORE BASIS
AND DETERMINED THAT, BASED UPON ITS HISTORY OF OPERATING RESULTS AND
OPERATING PROJECTIONS, THE ADOPTION OF SFAS NO. 121 DID NOT HAVE AN
EFFECT ON THE COMPANY'S FINANCIAL POSITION OR RESULTS OF OPERATIONS.

IN FEBRUARY 1997, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS PER
SHARE" ("SFAS NO. 128"), WHICH IS EFFECTIVE FOR THE COMPANY FOR THE
YEAR ENDED FEBRUARY 28, 1998. SFAS NO. 128 SIMPLIFIES THE STANDARDS FOR
COMPUTING EARNINGS PER SHARE PREVIOUSLY FOUND IN ACCOUNTING PRINCIPLES
BOARD OPINION NO. 15 AND ESTABLISHES NEW STANDARDS FOR COMPUTING AND
PRESENTING EARNINGS PER SHARE. APPLICATION OF SFAS NO. 128 IS NOT
EXPECTED TO HAVE A SIGNIFICANT EFFECT ON THE COMPANY'S EARNINGS PER
SHARE.

N. RECLASSIFICATION

CERTAIN ITEMS IN PRIOR YEARS IN SPECIFIC CAPTIONS OF THE ACCOMPANYING
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS HAVE BEEN RECLASSIFIED FOR COMPARATIVE PURPOSES.

NOTE 2 -- PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT CONSISTS OF:
MARCH 2, MARCH 1,
1996 1997
-----------------------
(IN THOUSANDS)

LAND ............................... $ 34,060 $ 40,061
BUILDINGS AND BUILDING IMPROVEMENTS 102,244 105,511
LEASEHOLD AND LEASEHOLD IMPROVEMENTS 20,365 32,142
MACHINERY AND EQUIPMENT ............ 14,893 16,747
FURNITURE AND FIXTURES ............. 15,547 15,661
CAPITAL LEASE ...................... 3,763 3,763
CONSTRUCTION IN PROGRESS ........... 2,774 692
-------- -------
193,646 214,577
LESS ACCUMULATED DEPRECIATION
AND AMORTIZATION ................. 64,411 71,836
-------- -------
$129,235 $142,741
======== =======

NOTE 3 -- INCOME TAXES

THE PROVISION FOR INCOME TAXES IS AS FOLLOWS:

FISCAL YEAR ENDED
------------------------------------- TWO MONTHS ENDED
DECEMBER 31, MARCH 2, MARCH 1, FEBRUARY 25,
1994 1996 1997 1995
---------------------------------------------------------
(IN THOUSANDS)

CURRENT:
FEDERAL . $ 5,956 $ 9,109 $ 13,799 $ (223)
STATE ... 1,407 1,664 2,748 (8)
---------------------------------------------------------
7,363 10,773 16,547 (231)
---------------------------------------------------------
DEFERRED:
FEDERAL . (1,202) (2,622) (1,560) 43
STATE ... (282) (917) (310) 4
---------------------------------------------------------
(1,484) (3,539) (1,870) 47
---------------------------------------------------------
$ 5,879 $ 7,234 $ 14,677 $ (184)
=========================================================

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 TWO MONTHS ENDED
------------------------------------ --------------
DECEMBER 31, MARCH 2, MARCH 1, FEBRUARY 25,
1994 1995 1996 1997

STATUTORY FEDERAL
INCOME TAX RATE. 35.0% 35.0% 35.0% (35.0)%
STATE TAXES, NET
OF FEDERAL INCOME
TAX BENEFITS .... 5.5 5.3 8.4 (3.2)
OFFICERS' LIFE
INSURANCE .... 0.4 0.7 0.1 5.2
OTHER, NET ...... -- -- -- 0.6
----------------------------------------------------
EFFECTIVE INCOME
TAX RATE ...... 40.9% 41.0% 43.5% (32.4)%
=====================================================

THE COMPOSITION OF THE COMPANY'S DEFERRED TAX ASSETS AND
LIABILITIES IS AS FOLLOWS:

MARCH 2, MARCH 1,
1996 1997
------------ -----------
(IN THOUSANDS)

DEFERRED TAX ASSETS:
CAPITALIZATION OF INVENTORY COSTS ....... $ 3,800 $ 4,085
CAPITAL LEASE ........................... 333 404
ACCOUNTS RECEIVABLE ..................... 1,018 1,143
OTHER ................................... 650 2,645
------------- -----------
TOTAL DEFERRED TAX ASSETS ............. 5,801 8,277
DEFERRED TAX LIABILITY:
DEPRECIATION METHOD AND
DIFFERENT ESTIMATED LIVES .............. (835) (425)
OTHER ................................... -- (1,016)
------------- -----------
TOTAL DEFERRED TAX LIABILITIES .......... (835) (1,441)
------------- -----------
NET ....................................... ($4,966) ($6,836)
============= ===========
CLASSIFIED IN BALANCE SHEET AS FOLLOWS:
CURRENT DEFERRED TAX ASSET .............. $ 5,221 $ 6,639
LONG TERM DEFERRED TAX ASSET
(NET OF NON-CURRENT DEFERRED
TAX LIABILITY) .......................... -- 197
LONG TERM DEFERRED TAX
LIABILITY (NET OF
NON-CURRENT TAX ASSET) ................ (255) --
------------- -----------
NET ....................................... $ 4,966 $ 6,836
============= ===========

NOTE 4 -- BANK CREDIT FACILITIES

THE COMPANY HAS AN UNSECURED REVOLVING CREDIT AGREEMENT WITH A BANK FOR A
LINE OF CREDIT NOT TO EXCEED $40,000,000 THROUGH DECEMBER 1, 1997. INTEREST
ON INDIVIDUAL ADVANCES IS PAYABLE QUARTERLY AT 1 1/2% PER ANNUM BELOW THE
BANK'S BASE RATE, EXCEPT THAT AT THE TIME OF ADVANCE, THE COMPANY HAS THE
OPTION TO SELECT AN INTEREST RATE BASED UPON ONE OF TWO OTHER ALTERNATIVE
CALCULATIONS, WITH SUCH RATE TO BE FIXED FOR A PERIOD NOT TO EXCEED 90
DAYS. THE AVERAGE DAILY UNUSED PORTION IS SUBJECT TO A COMMITMENT FEE OF
1/8 OF 1% PER ANNUM. THE INTEREST RATE ON SHORT TERM BORROWINGS WAS 6.75%
AT MARCH 1, 1997. AT MARCH 2, 1996 THERE WERE NO OUTSTANDING BORROWINGS,
AND AT MARCH 1, 1997 THERE WAS $4,905,000 IN OUTSTANDING BORROWINGS.

THE AGREEMENT CONTAINS FINANCIAL COVENANTS, WITH RESPECT TO CONSOLIDATED
TANGIBLE NET WORTH, AS DEFINED, WORKING CAPITAL AND MAXIMUM CAPITAL
EXPENDITURES, INCLUDING DIVIDENDS, AS WELL AS OTHER FINANCIAL RATIOS.

TOTAL INTEREST CHARGES INCURRED FOR THE YEARS ENDED DECEMBER 31, 1994,
MARCH 2, 1996 AND MARCH 1, 1997 INCLUDING AMOUNTS RELATED TO CAPITAL
LEASES, WERE $865,000, $623,000 AND $586,000, RESPECTIVELY, OF WHICH
$612,000, $105,000 AND $152,000 WERE CAPITALIZED IN FISCALS 1994, 1996 AND
1997, RESPECTIVELY, IN CONNECTION WITH THE PURCHASE AND CONSTRUCTION OF
NEW FACILITIES.

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. AT MARCH 2, 1996 AND AT MARCH 1, 1997, THE COMPANY HAD
$3,786,000 AND $6,094,000, RESPECTIVELY, IN OUTSTANDING LETTERS OF CREDIT.

NOTE 5 -- 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
JUDGEMENT 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 SHORT-TERM BORROWINGS APPROXIMATES THEIR CARRYING VALUES AT
MARCH 2, 1996 AND AT MARCH 1, 1997 DUE TO THE SHORT-TERM MATURITIES OF
THESE INSTRUMENTS.

NOTE 6 -- PENSION AND PROFIT SHARING PLANS

A. PENSION PLAN -- THE COMPANY HAS A DEFINED BENEFIT PENSION PLAN FOR ALL
EMPLOYEES OTHER THAN THOSE COVERED UNDER COLLECTIVE BARGAINING
AGREEMENTS.

THE BENEFITS ARE BASED ON YEARS OF SERVICE AND THE EMPLOYEE'S
HIGHEST AVERAGE PAY DURING ANY FIVE CONSECUTIVE YEARS WITHIN
THE TEN-YEAR PERIOD PRIOR TO RETIREMENT. PENSION PLAN COSTS ARE FUNDED
ANNUALLY. CONTRIBUTIONS ARE INTENDED TO PROVIDE NOT ONLY FOR BENEFITS
ATTRIBUTED TO SERVICE TO DATE, BUT ALSO FOR THOSE EXPECTED TO BE
EARNED IN THE FUTURE.

THE FOLLOWING TABLE SETS FORTH THE PLAN'S FUNDED STATUS AND AMOUNTS
RECOGNIZED IN THE COMPANY'S CONSOLIDATED BALANCE SHEET:

MARCH 2, MARCH 1,
1996 1997
----------------------------
(IN THOUSANDS)

ACTUARIAL PRESENT VALUE OF
BENEFIT OBLIGATION:
ACCUMULATED BENEFIT
OBLIGATION, INCLUDING
VESTED BENEFITS OF
$2,552 AT MARCH 2, 1996 AND
$3,128 AT MARCH 1, 1997 .............. $ 2,711 $ 3,254
============================
PROJECTED BENEFIT OBLIGATION ........... $ 3,592 $ 4,180
PLAN ASSETS AT FAIR VALUE,
PRIMARILY MUTUAL
FUNDS AND UNITED STATES
TREASURY BILLS ....................... 3,249 3,869
----------------------------
PLAN ASSETS LESS THAN
PROJECTED BENEFIT
OBLIGATION ........................... (343) (311)
UNRECOGNIZED NET LOSS .................. 186 147
UNAMORTIZED NET ASSET AT
TRANSITION ........................... (152) (127)
----------------------------
ACCRUED PENSION COST
(INCLUDED IN
ACCRUED EXPENSES) .................... $ (309) $ (291)
============================

PENSION EXPENSE INCLUDES THE FOLLOWING COMPONENTS:

FISCAL YEAR ENDED
-------------------------------------
DECEMBER 31, MARCH 2, MARCH 1,
1994 1996 1997
-------------------------------------
(IN THOUSANDS)

SERVICE COST BENEFITS
EARNED DURING THE PERIOD ......... $ 384 $ 330 $ 326
INTEREST COST ON THE
PROJECTED BENEFIT
OBLIGATION ....................... 248 242 282
ACTUAL RETURN ON PLAN
ASSETS ........................... (193) (191) (159)
NET AMORTIZATION AND DEFERRAL....... (82) (80) (155)
--------------------------------
NET PERIODIC PENSION
COST ............................. $ 357 $ 301 $ 294
=================================

THE WEIGHTED AVERAGE DISCOUNT RATE AND RATE OF INCREASE IN FUTURE
COMPENSATION LEVELS USED IN DETERMINING THE ACTUARIAL PRESENT VALUE OF
THE PROJECTED BENEFIT OBLIGATION WAS 7.75% DURING EACH OF THE YEARS
ENDED DECEMBER 31, 1994, MARCH 2, 1996 AND MARCH 1, 1997. THE EXPECTED
LONG-TERM RATE OF RETURN ON PLAN ASSETS WAS 8.5% DURING EACH OF THE
YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996 AND MARCH 1, 1997.

B. PROFIT-SHARING AND 401(K) PLAN -- THE COMPANY HAS A PROFIT-SHARING AND
401(K) PLAN FOR ALL EMPLOYEES OTHER THAN THOSE COVERED UNDER COLLECTIVE
BARGAINING AGREE MENTS. 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. HOWEVER, PROFIT-SHARING
CONTRIBUTIONS WERE MADE IN THE AMOUNTS OF $130,000 FOR EACH OF THE
YEARS ENDED DECEMBER 31, 1994 AND MARCH 2, 1996, $200,000 FOR YEAR
ENDED MARCH 1, 1997 AND $39,000 FOR THE TWO MONTHS ENDED FEBRUARY 25,
1995.

NOTE 7 -- COMMITMENTS

A. LEASES -- THE COMPANY HAS VARIOUS OPERATING LEASES AND ONE CAPITAL
LEASE FOR ITS RETAIL STORES, WITH TERMS EXPIRING BETWEEN 1997 AND 2016.
THE COMPANY ALSO HAS A GROUND LEASE THAT EXPIRES IN 2276. UNDER MOST
LEASE AGREEMENTS, THE COMPANY PAYS REAL ESTATE TAXES. MAINTENANCE AND
OTHER OPERATING EXPENSES. CERTAIN STORE STORE LEASES ALSO PROVIDE FOR
ADDITIONAL CONTINGENT RENTALS BASED UPON A PERCENTAGE OF SALES IN EXCESS
OF CERTAIN MINIMUM AMOUNTS.

FUTURE MINIMUM LEASE PAYMENTS AT MARCH 1, 1997 ARE AS FOLLOWS:

CAPITAL
LEASE
REAL OPERATING
ESTATE LEASES
-------------------------
(IN THOUSANDS)

1998 ................................... $ 600 $ 6,974
1999 ................................... 600 6,158
2000 ................................... 450 5,442
2001 ................................... -- 5,062
2002 ................................... -- 5,171
2003 AND THEREAFTER ..................... -- 39,785
------------------------
TOTAL MINIMUM PAYMENTS .................. 1,650 $68,592
==========
LESS AMOUNT REPRESENTING INTEREST ....... 345
----------
PRESENT VALUE OF NET MINIMUM ............ 1,305
LEASE PAYMENTS
LESS CURRENT MATURITIES ................. 405
----------
$ 900
==========

PAYMENTS UNDER THE REAL ESTATE CAPITAL LEASE, WHICH EXPIRES IN 1999, ARE
PAYABLE TO THE COMPANY'S PRINCIPAL SHAREHOLDER. RENTAL PAYMENTS WERE
$600,000 DURING EACH OF THE YEARS ENDED DECEMBER 31, 1994, MARCH 2, 1996,
AND MARCH 1, 1997 AND $100,000 FOR THE TWO MONTHS ENDED FEBRUARY 25, 1995.

RENT EXPENSE FOR OPERATING LEASES IS AS FOLLOWS:

FISCAL YEAR ENDED
---------------------------------------------------
TWO MONTHS ENDED
DECEMBER 31, MARCH 2, MARCH 1, FEBRUARY 25,
1994 1996 1997 1995
---------------------------------------------------
(IN THOUSANDS)

MINIMUM RENTALS ........... $ 4,030 $ 4,308 $ 5,832 $ 698
ESCALATION RENTALS ........ 9 24 413 28
CONTINGENT RENTALS ........ 25 40 36 4
SUBLEASE RENTALS .......... (192) (386) (743) (32)
------------------------------------------------
$ 3,872 $ 3,986 $ 5,538 $ 698
================================================

B. EMPLOYMENT AGREEMENT -- AT MARCH 1, 1997 THE COMPANY HAD AN EMPLOYMENT
AGREEMENT WITH ITS GENERAL MERCHANDISING MANAGER, EXPIRING 2000, PURSUANT
TO WHICH ANNUAL COMPENSATION OF APPROXIMATELY $300,000 IS REQUIRED. IN
ADDITION, THAT EMPLOYEE IS ENTITLED TO ADDITIONAL COMPENSATION UPON
OCCURRENCE OF CERTAIN EVENTS.

C. LEGAL PROCEEDINGS -- THE COMPANY IS A PARTY TO ROUTINE LITIGATION
INCIDENT TO ITS BUSINESS. MANAGEMENT OF THE COMPANY BELIEVES, BASED UPON
ITS ASSESSMENT OF THE ACTIONS AND CLAIMS OUTSTANDING AGAINST THE COMPANY,
AND AFTER DISCUSSION WITH COUNSEL, THAT THERE ARE NO LEGAL PROCEEDINGS
THAT WILL HAVE A MATERIAL ADVERSE EFFECT ON THE FINANCIAL STATEMENTS 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.

NOTE 8 -- PREFERRED STOCK
THE COMPANY IS AUTHORIZED TO ISSUE UP TO 1,000,000 SHARES OF PREFERRED
STOCK, IN ONE OR MORE SERIES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS
AUTHORIZED TO ESTABLISH THE NUMBER OF SHARES TO BE INCLUDED IN EACH SUCH
SERIES, AND TO FIX THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES,
QUALIFICATIONS AND LIMITATIONS OF THE SHARES OF EACH SUCH SERIES.

NOTE 9-- 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 1,000,000 SHARES OF COMMON STOCK
FOR ISSUANCE THEREUNDER.

NO OPTION OR STOCK APPRECIATION RIGHTS MAY BE GRANTED UNDER THE STOCK
OPTION PLAN AFTER JULY 2003. THE MAXIMUM EXERCISE PERIOD FOR ANY OPTION OR
STOCK APPRECIATION RIGHT UNDER THE PLAN IS TEN YEARS FROM THE DATE THE
OPTION IS GRANTED (FIVE YEARS FOR ANY OPTIONEE WHO HOLDS MORE THAN 10% OF
THE VOTING RIGHTS OF THE COMPANY).

STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123, "ACCOUNTING FOR
STOCK-BASED COMPENSATION" ("SFAS NO. 123"), WAS EFFECTIVE FOR THE COMPANY
FOR FISCAL 1997. SFAS NO. 123 ENCOURAGES (BUT DOES NOT REQUIRE)
COMPENSATION EXPENSE TO BE MEASURED BASED ON THE FAIR VALUE OF THE EQUITY
INSTRUMENT AWARDED. IN ACCORDANCE WITH APB NO. 25, NO COMPENSATION COST HAS
BEEN RECOGNIZED IN THE CONSOLIDATED STATEMENTS OF INCOME FOR THE COMPANY'S
STOCK OPTION PLANS. IF COMPENSATION COST FOR THE COMPANY'S STOCK OPTION
PLANS HAD BEEN DETERMINED IN ACCORDANCE WITH THE FAIR VALUE METHOD
PRESCRIBED BY SFAS NO. 123, THE COMPANY'S NET INCOME WOULD HAVE BEEN
$10,411,000 AND $19,042,000 FOR 1996 AND 1997, RESPECTIVELY, AND THE
EARNINGS PER SHARE WOULD HAVE BEEN $0.59 AND $1.08 FOR 1996 AND 1997,
RESPECTIVELY. THIS PRO FORMA INFORMATION MAY NOT BE REPRESENTATIVE OF THE
AMOUNTS TO BE 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 1997.

STOCK OPTION TRANSACTIONS ARE SUMMARIZED BELOW:

Fiscal Year Ended Two Months Ended
-----------------------------------------------------------------------------
December 31, 1994 March 2, 1996 March 1, 1997 February 25, 1995
-----------------------------------------------------------------------------
Weighted Weighted Weighted Weighted
Average Average Average Average
Exercise Exercise Exercise Exercise
Shares Price Shares Price Shares Price Shares Price
----------------------------------------------------------------------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding
beginning of year 547 $ 10.04 464 $ 9.90 426 $ 9.94 496 $ 9.96
Granted ..... 57 8.50 -- -- 100 8.00 -- --
Exercised ... (2) 8.63 -- -- -- -- -- --
Cancelled ... (106) 9.81 (38) 9.53 (36) 10.27 (32) 10.65
------------------------------------------------------------------------------
Outstanding,
end of period ... 496 $ 9.96 426 $ 9.94 490 $ 9.52 464 $ 9.91
==============================================================================
Options
exercisable at
year end ........ 288 $ 10.11 320 $10.02 360 $ 9.83 256 $ 10.04
Weighted-average
fair value of
options granted
during the year $ 4.99 -- $ 4.99 --

</TABLE>

THE FOLLOWING TABLE SUMMARIZES INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AT
MARCH 1, 1997:

Options Outstanding Options Exercisable
- ---------------------------------------------------------------------------------
Number Weighted- Number
Outstanding Average Weighted- Exercisable Weighted-
Range of at Remaining Average at Average
Exercise March 1, Contractual Exercise March 1, Exercise
Prices 1997 Life (years) Price 1997 Price
- ---------------------------------------------------------------------------------

THE FAIR VALUE OF EACH OPTION GRANT IS ESTIMATED ON THE DATE OF EACH GRANT
USING THE BLACK-SCHOLES OPTION-PRICING MODEL WITH THE FOLLOWING WEIGHTED
AVERAGE ASSUMPTIONS USED FOR GRANTS IN 1997: RISK-FREE INTEREST RATE OF
6.83%, EXPECTED LIFE OF 10 YEARS, EXPECTED VOLATILITY OF 33.29% AND
DIVIDEND YIELD OF 0%. 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.

NOTE 10 -- OTHER TRANSACTIONS

INCLUDED IN COST OF SALES FOR THE THREE FISCAL YEARS ENDED DECEMBER 31,
1994, MARCH 2, 1996 AND MARCH 1, 1997 ARE PURCHASES OF APPROXIMATELY
$6,322,000, $5,139,000 AND $5,471,000, RESPECTIVELY, FROM A COMPANY
RELATED TO THE PRINCIPAL SHAREHOLDER, AS WELL AS A LICENSEE OF THE RELATED
COMPANY. IN 1991 THE COMPANY ENTERED INTO AN AGREEMENT WITH THE LICENSEE TO
PURCHASE ANNUALLY APPROXIMATELY $4,200,000 OF SUITS. INCLUDED IN PREPAID
EXPENSES AND OTHER CURRENT ASSSETS AT MARCH 2, 1996 AND MARCH 1, 1997
ARE ADVANCES TO THE LICENSEE TOTALING APPROXIMATELY $2,182,000 AND
$3,438,000, RESPECTIVELY. THE ADVANCES AT MARCH 1, 1997 ARE FOR PURCHASES
TO BE RECEIVED IN THE SPRINC AND FALL OF 1997 AND ARE TO BE RECEIVED BY THE
COMPANY PRIOR TO DECEMBER 31, 1997. A $2,200,000 PROVISION WAS MADE FOR THE
FISCAL YEAR AND FOURTH QUARTER ENDED MARCH 2, 1996 IN RECOGNITION OF
CURRENT INFORMATION THAT THE LICENSEE ADVANCE MAY NOT BE FULLY
RECOVERABLE. IN ADDITION, THE COMPANY HAS GUARANTEED A LETTER OF CREDIT ON
BEHALF OF THE LICENSEE TOTALING APPROXIMATELY $150,000, WHICH EXPIRES ON
JULY 5, 1997 AND AT MARCH 1, 1997 HAS ADVANCED FABRIC IN THE APPROXIMATE
AMOUNT OF $311,000.

THE COMPANY HAS ENTERED INTO A CAPITAL LEASE WITH THE CHIEF EXECUTIVE
OFFICER. INCLUDED IN THE STATEMENT OF INCOME ARE THE FOLLOWING EXPENSES
RELATING TO THIS AGREEMENT:

FISCAL YEAR ENDED
-------------------------------------
TWO MONTHS ENDED
DECEMBER 31, MARCH 2, MARCH 1, FEBRUARY 25,
1994 1996 1997 1995
---------------------------------------------------------
(IN THOUSANDS)

DEPRECIATION...... $238 $238 $238 $40
INTEREST ......... 366 313 261 57

THE BALANCE SHEET INCLUDES THE FOLLOWING ITEMS RELATING TO THIS AGREEMENT:

MARCH 2, MARCH 1,
1996 1997
-----------------------
(IN THOUSANDS)

ASSETS UNDER CAPITAL LEASE ........ $3,763 $3,763
ACCUMULATED DEPRECIATION ........ (3,101) (3,339)
CAPITAL LEASE OBLIGATION ........ 1,644 1,305

ON NOVEMBER 22, 1996 THE COMPANY LOANED THE MARCY SYMS REVOCABLE TRUST
$500,000 TOWARD THE PURCHASE OF A HOUSE FOR MS. SYMS IN WESTCHESTER COUNTY,
NEW YORK. THE LOAN IS EVIDENCED BY THE TRUST'S NOTE, WHICH IS GUARANTEED BY
MS. SYMS, AND IS SECURED BY A FIRST PRIORITY MORTGAGE ON THE REAL ESTATE
PURCHASED. THE NOTE BEARS INTEREST AT THE RATE OF 6.6% PER ANNUM (THE THEN
FEDERAL MID-TERM RATE) PAYABLE ANNUALLY, AND THE PRINCIPAL OF THE NOTE IS
DUE NOVEMBER 22, 2001.

NOTE 11 -- UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

QUARTER
------------------------------------------
FIRST SECOND THIRD FOURTH
------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

YEAR ENDED MARCH 2, 1996
NET SALES ........... $79,252 $72,814 $93,439 $89,245
GROSS PROFIT........... $27,174 $24,535 $34,577 $30,903
NET INCOME ........... $1,036 $741 $5,561 $3,073
NET INCOME PER SHARE .. $0.06 $0.04 $0.32 $0.17

YEAR ENDED MARCH 1, 1997
NET SALES ........... $83,377 $75,128 $96,225 $92,062
GROSS PROFIT........... $30,456 $26,133 $41,494 $35,596
NET INCOME ........... $3,381 $1,441 $8,637 $5,606
NET INCOME PER SHARE .. $0.19 $0.08 $0.49 $0.32

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

AUGUST 31, MARCH 1, AUGUST
1996 1997 1997
-------------------------------------
(UNAUDITED) (NOTE) (UNAUDITED)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents ... $ 6,744 $ 3,344 $ 3,203
Merchandise inventories .... 128,867 122,540 139,068
Deferred income taxes ...... 5,977 6,639 5,170
Prepaid expenses and other
current assets ............ 3,501 1,756 6,647
----------------------------------
TOTAL CURRENT ASSETS 145,089 134,279 154,088
PROPERTY AND EQUIPMENT - Net
of accumulated deprecia-
tion and amortization ....... 137,870 142,741 145,266
DEFERRED INCOME TAXES ....... 686 197 222
OTHER ASSETS - Net of
accumulated amortization ...... 5,457 6,801 6,538
----------------------------------
TOTAL ASSETS $ 289,102 $ 284,018 $ 306,114
==================================

LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payable .......... $ 49,748 $ 28,723 $ 37,155
Accrued expenses ......... 9,734 11,055 11,508
Obligations to customers .... 4,313 5,085 4,174
Income taxes payable ....... 3,598 5,833 3,308
Short term borrowings ....... 6,900 4,950 13,400
Current portion of
obligations under
capital lease ............ 371 405 441
----------------------------------
Total current liabilities 74,664 56,051 69,986
----------------------------------
OBLIGATIONS UNDER CAPITAL LEASE 1,111 900 670
----------------------------------
DEFERRED INCOME TAXES ........ 667 -- --
----------------------------------
OTHER LONG TERM LIABILITIES ... 469 633 801
----------------------------------
COMMITMENTS .................. -- -- --

STOCKHOLDERS' 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; 17,776 issued and
outstanding as of August
31, 1996, March 1, 1997
and August 30, 1997 ......... 885 885 889
Additional paid-in capital .. 11,709 11,709 12,432
Retained earnings............ 199,597 213,840 221,336
----------------------------------
Total Stockholders' Equity 212,191 226,434 234,657
----------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY ..... $ 289,102 $ 284,018 $ 306,114
==================================

Note: The balance sheet at March 1, 1997 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

Twenty-Six Weeks Ended
------------------------
August 31, August 30,
1996 1997
----------- -------------
(Unaudited)

NET SALES ........................... $ 158,505 $ 164,239

Cost of goods sold .................. 101,916 99,795
------------ ------------
Gross profit .................. 56,589 64,444

EXPENSES

Selling, general and administrative .. 34,623 35,376

Advertising ......................... 2,883 3,900

Occupancy ......................... 6,683 7,930

Depreciation and amortization ........ 3,830 4,290
------------ -----------
Income from operations ............. 8,570 12,948

Interest expense - net .............. 36 241
------------ -----------
Income before income taxes ........... 8,534 12,707

Provision for income taxes ........... 3,712 5,211
------------ -----------
NET INCOME $ 4,822 $ 7,496
============ ===========
Net income per share.................. $ 0.27 $ 0.42
============ ===========
Weighted average shares outstanding .. 17,694 17,739
============ ===========

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Twenty-Six Weeks Ended
------------------------
August 31, August 30,
1996 1997
------------ ------------
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME ............................. $ 4,822 $ 7,496
Adjustments to reconcile net income
to net cash provided by
(used in) operating activities:
Depreciation and amortization .......... 3,830 4,290
Deferred income taxes .................. (710) 1,444
(Gain) on sale of property and
equipment ............................ (37) (8)
Loss on disposal of assets ............. 244 --
(Increase) decrease in operating assets:
Merchandise inventories .............. (15,913) (16,528)
Prepaid expenses and other current
assets .............................. 20 (4,891)
Other assets ......................... (1,048) 237
Increase (decrease) in operating
liabilities:
Accounts payable ..................... 18,848 8,432
Accrued expenses ..................... (184) 453
Obligations to customers ............. (177) (911)
Other long term liabilities .......... 232 168
Income taxes ......................... (2,053) (2,525)
----------- ------------------
Net cash (used in) provided by
operating activities ............... 7,874 (2,343)
----------- ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment (12,716) (6,792)
Proceeds from sale of property and
equipment ............................ 44 11
----------- ------------------
Net cash used in investing
activities ....................... (12,672) (6,781)
----------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of obligations under
capital lease ........................ (162) (194)
Revolving line of credit borrowings
- net ................................ 6,900 8,450
Proceeds from exercise of stock
options .............................. -- 727
----------- ------------------
Net cash provided by financing
activities ...................... 6,738 8,983
----------- ------------------

NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS ...................... 1,940 (141)
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD .............................. 4,804 3,344
----------- ------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD . $ 6,744 $ 3,203
=========== ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount
capitalized) ....................... $ 57 $ 169
----------- ------------------
Income taxes paid - net .............. $ 3,977 $ 10,846
=========== ==================

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 30, 1997 AND AUGUST 31, 1996
============================================================================
(UNAUDITED)

NOTE 1 - THE COMPANY

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

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for annual financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the thirteen and twenty-six week periods ended August 30, 1997 are not
necessarily indicative of the results that may be expected for the entire
fiscal year ending February 28, 1998. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the fiscal year ended March 1,
1997.

NOTE 3 - ACCOUNTING PERIOD

The Company maintains its records on the basis of a 52-53 week fiscal year
ending the Saturday closest to the end of February. The fiscal year ending
February 28, 1998 and March 1, 1997 are both comprised of 52 weeks.

NOTE 4 - MERCHANDISE INVENTORIES

Merchandise inventories are stated at the lower of cost (first in, first
out) or market, as determined by the retail inventory method.

NOTE 5 - BANK CREDIT FACILITIES

The Company has an unsecured revolving credit agreement with a bank for a
line of credit not to exceed $40,000,000 through December 1, 1997. Interest
on individual advances is payable quarterly at 1 1/2% per annum below the
bank's base rate, except that at the time of advance, the Company has the
option to select an interest rate based upon one of two other alternative
calculations, with such rate to be fixed for a period not to exceed 90
days. The Company anticipates it will renew this facility for another three
years for the same amount and the same terms, conditions and covenants. The
average interest rate on short term borrowings was 6.13% at August 30,
1997. The average daily unused portion is subject to a commitment fee of
1/8 of 1% per annum. The Company had outstanding borrowings of $13,400,000,
$4,950,000, and $6,900,000 as of August 30, 1997, March 1, 1997 and August
31, 1996, respectively.

The agreement contains financial covenants, with respect to consolidated
tangible net worth, as defined, working capital and maximum capital
expenditures, including dividends, as well as other financial ratios.

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. At August 30, 1997, March 1, 1997 and August 31, 1996 the
Company had $7,436,000, $6,094,000 and $7,896,000, respectively, in
outstanding letters of credit.

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

No dealer, salesman or any
other person has been
authorized to give any
information or to make any 3,500,000 Shares
representations other than
those contained in this
Prospectus in connection with
the offer made by this
Prospectus and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company, or
by the Underwriters. Neither SYMS CORP
the delivery of this Prospectus
nor any sale made hereunder
shall under any circumstances
create an implication that
there has been no change in the
affairs of the Company since
the date hereof. This
Prospectus does not constitute
an offer or solicitation to
anyone to whom it is unlawful
to make such offer or
solicitation.
________________________

TABLE OF CONTENTS

Page Common Stock
Available Information . . .
Incorporation of Certain
Documents by
Reference . . . . . . . .
Prospectus Summary . . . .
Forward-Looking
Statements . . . . . . .
Investment -----------
Considerations. . . . . . PROSPECTUS
Use of Proceeds . . . . . . -----------
Price Range of Common Stock
and Dividend Policy . . .
Capitalization . . . . . .
Selected Consolidated
Financial and
Operating Data . . . . .
Management's Discussion and Bear, Stearns & Co. Inc.
Analysis of Financial Con-
dition and Results of
Operations . . . . . . . Salomon Brothers Inc
Business . . . . . . . . .
Management . . . . . . . .
Principal and Selling
Stockholders . . . . . .
Description of Capital
Stock . . . . . . . . . .
Shares Eligible for
Future Sale . . . . . . . ___________, 1997
Underwriting . . . . . . .
Legal Matters . . . . . . .
Experts . . . . . . . . . .
Index to Financial
Statements. . . . . . . .
Report of Independent Public
Accountants . . . . . . .

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

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses to be borne by the
Company in connection with the offering described in this Registration
Statement. All such expenses other than the Securities and Exchange
Commission registration fee are estimates. The Selling Stockholders shall
bear portion of the following expenses:

Securities and Exchange Commission Registration Fee . . .
Transfer Agents Fees and Expenses . . . . . . . . . . . .
Printing Fees and Expenses . . . . . . . . . . . . . . . .
Accounting Fees and Expenses . . . . . . . . . . . . . . .
Legal Fees and Expenses . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . .

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Seven of the Company's Certificate of Incorporation and
Article 10 of the Company's By-Laws each require the Company to indemnify,
to the fullest extent permitted by Section 14A:3-5 of the Business
Corporation Act of New Jersey, as the same may be amended or supplemented,
any and all persons whom it shall have power to indemnify under such
Section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by such Section.

Section 14A:3-5 of the Business Corporation Act of New Jersey permits
a corporation to indemnify all corporate agents, defined to include (among
other persons) current and former officers and directors of the
indemnifying corporation, against proceedings by or in the right of the
corporation, if such corporate agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. With respect to proceedings other than those in the right of
the corporation, which are criminal in nature, such right to indemnify is
further conditioned on such corporate agent's having had no reasonable
belief that his conduct was unlawful.

Each of the directors has entered into an agreement with the Company
that provides that the Company will indemnify such director to the fullest
extent permitted by the Corporation Act of New Jersey. The Company
maintains directors and officers liability insurance which insures against
liabilities that directors or officers of the Company may incur in such
capacities.

ITEM 16. EXHIBITS

The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.

Exhibit
Number Description of Exhibits

1.1 Form of Underwriting Agreement*

4.1 Specimen Certificate of Common Stock (incorporated by reference
to 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)

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP*

23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

24.1 Power of Attorney (included on signature page)
_______________
* To be filed by amendment.

ITEM 17. UNDERTAKINGS

The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions set forth
in Item 15, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement or amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, in
the State of New York, on October 24, 1997.

SYMS CORP

By /s/ Sy Syms
------------------------------------
Name: Sy Syms
Title: Chairman & Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of the undersigned officers
and directors of Syms Corp hereby constitutes and appoints Sy Syms, Marcy
Syms and Antone Moreira, or any of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file any and all
documents relating to this registration statement, including any and all
amendments, exhibits and supplements thereto, with any regulatory
authority, granting unto the said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he himself might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Sy Syms Chairman of the Board, October 23, 1997
- ---------------------- Chief Executive Officer and
Sy Syms a Director of the Company

/s/ Marcy Syms President, Chief Operating October 23, 1997
- ---------------------- Officer and a Director
Marcy Syms of the Company

/s/ Antone F. Moreira Vice President, Treasurer, October 23, 1997
- ----------------------- Chief Financial Officer and
Antone F. Moreira a Director of the Company

/s/ Stephen A. Merns Vice President, Secretary, October 23, 1997
- ----------------------- Merchandise Manager Men's
Stephen A. Merns Tailored Clothing and Shoes,
and a Director of the Company

/s/ Wilbur L. Ross, Jr. Director of the Company October 23, 1997
- -----------------------
Wilbur L. Ross, Jr.

/s/ Philip G. Barach Director of the Company October 23, 1997
- -----------------------
Philip G. Barach

________________

EXHIBIT INDEX

Exhibit
Number Description of Exhibits
- ------ -----------------------

1.1 Form of Underwriting Agreement*

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP*

23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

24.1 Power of Attorney (included on signature page)
_______________
* To be filed by amendment.

EXHIBIT 23.2
------------

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Syms Corporation on Form S-3 of
our report dated April 28, 1997, included in the Annual
Report on Form 10-K of Syms Corporation for the year
ended March 1, 1997, and to the use of our report dated
April 28, 1997, appearing in the Prospectus, which is
part of such Registration Statement. We also consent to
the reference to us under the heading "Experts" in such
Prospectus.

DELOITTE & TOUCHE LLP
New York, New York

October 24, 1997