Exhibit 4.1

                                    SYMS CORP
                                AMENDMENT TO THE
                              AMENDED AND RESTATED
                  INCENTIVE STOCK OPTION AND APPRECIATION PLAN

     The first sentences of each of Sections 3 and 15 of the Amended and
Restated Incentive Stock Option and Appreciation Plan, as amended (the "Plan"),
of Syms Corp, a New Jersey corporation (the "Corporation"), adopted by the
Board, in March 1986, and approved by the stockholders, in May 1986, as further
amended by the Board in November 1987, as further amended in May 1993 upon
approval of both the Board and the stockholders, as further amended in July 2000
upon approval of both the Board and the stockholders, as further amended in July
2003 upon approval of both the Board and the stockholders, is hereby deleted in
its entirety and the following substituted in lieu thereof:

     3.   Terms of the Plan.

     Subject to the provisions of Sections 15 and 17, the Plan shall commence
effective as of July 29, 1983, and options and/or stock appreciation rights
granted under the Plan must be granted no later than July 28, 2013.

     15.  Termination and Amendment of the Plan.

     Unless sooner terminated, as hereinafter provided, this Plan shall
terminate on July 28, 2013, and no options or stock appreciation rights shall be
granted hereunder after that date.