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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 10-Q



(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended May 5, 2001 or


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ____________ to _____________


     Commission file number 1-16097


                            THE MEN'S WEARHOUSE, INC.
             (Exact Name of Registrant as Specified in its Charter)




          TEXAS                                                 74-1790172
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)


     5803 GLENMONT DRIVE
        HOUSTON, TEXAS                                          77081-1701
(Address of Principal Executive Offices)                        (Zip Code)


                                 (713) 592-7200
              (Registrant's telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]. No [ ].


    The number of shares of common stock of the Registrant, par value $.01 per
share, outstanding at June 15, 2001 was 40,921,896, excluding 1,365,364 shares
classified as Treasury Stock.

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                                  REPORT INDEX




PART AND ITEM NO.                                                                                      PAGE NO.
-----------------                                                                                      --------
                                                                                                    

PART I - Financial Information

     Item 1 - Financial Statements

     General Information......................................................................            1

     Consolidated Balance Sheets as of April 29, 2000 (unaudited), May 5, 2001
       (unaudited) and February 3, 2001.......................................................            2

     Consolidated Statements of Earnings for the Three Months Ended April 29,
       2000 (unaudited) and May 5, 2001 (unaudited)...........................................            3

     Consolidated Statements of Cash Flows for the Three Months Ended April 29, 2000
       (unaudited) and May 5, 2001 (unaudited)................................................            4

     Notes to the Consolidated Financial Statements...........................................            5

     Item 2 - Management's Discussion and Analysis of Financial Condition and Results
       of Operations..........................................................................            7

     Item 3 - Qualitative and Quantitative Disclosures about Market Risk......................            11

PART II - Other Information

     Item 1 - Legal Proceedings...............................................................            12

     Item 6 - Exhibits and Reports on Form 8-K................................................            12




   3


                          PART I. FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
                               GENERAL INFORMATION

     The consolidated financial statements herein include the accounts of The
Men's Wearhouse, Inc. and its subsidiaries (the "Company") and have been
prepared without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"). As applicable under such regulations,
certain information and footnote disclosures have been condensed or omitted. The
Company believes that the presentation and disclosures herein are adequate to
make the information not misleading, and the financial statements reflect all
elimination entries and normal adjustments which are necessary for a fair
statement of the results for the three months ended April 29, 2000 and May 5,
2001.

     Operating results for interim periods are not necessarily indicative of the
results for full years. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements for
the year ended February 3, 2001 and the related notes thereto included in the
Company's 2000 Annual Report on Form 10-K filed with the SEC.


                                       1
   4


                   THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)



                                                                          APRIL 29,           MAY 5,           FEBRUARY 3,
                              ASSETS                                        2000                2001             2001
                                                                     ---------------    ---------------    ---------------
                                                                                                  
CURRENT ASSETS:
  Cash..........................................................     $        63,268    $        20,907    $        84,426
  Inventories...................................................             352,405            402,502            355,284
  Other current assets..........................................              24,487             31,947             29,371
                                                                     ---------------    ---------------    ---------------

     Total current assets.......................................             440,160            455,356            469,081

PROPERTY AND EQUIPMENT, Net.....................................             143,992            195,539            185,917

OTHER ASSETS, Net...............................................              49,504             53,540             52,736
                                                                     ---------------    ---------------    ---------------

          TOTAL.................................................     $       633,656    $       704,435    $       707,734
                                                                     ===============    ===============    ===============
               LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable..............................................     $        96,511    $       110,360    $        77,502
  Accrued expenses..............................................              38,719             38,662             49,894
  Current portion of long-term debt.............................               2,534              2,397              2,508
  Income taxes payable..........................................              10,946             15,052             20,593
                                                                     ---------------    ---------------    ---------------

     Total current liabilities..................................             148,710            166,471            150,497

LONG-TERM DEBT..................................................              52,397             40,150             42,645

OTHER LIABILITIES...............................................              12,554             19,478             19,605
                                                                     ---------------    ---------------    ---------------

     Total liabilities..........................................             213,661            226,099            212,747
                                                                     ---------------    ---------------    ---------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock...............................................                  --                 --                 --
  Common stock..................................................                 413                423                422
  Capital in excess of par......................................             183,243            190,243            189,656
  Retained earnings.............................................             240,619            324,594            311,852
  Accumulated other comprehensive loss..........................                (234)            (2,565)              (316)
                                                                     ----------------   ----------------   ----------------
     Total......................................................             424,041            512,695            501,614

  Treasury stock, at cost.......................................              (4,046)           (34,359)            (6,627)
                                                                     ----------------   ----------------   ----------------

     Total shareholders' equity.................................             419,995            478,336            494,987
                                                                     ---------------    ---------------    ---------------

          TOTAL.................................................     $       633,656    $       704,435    $       707,734
                                                                     ===============    ===============    ===============


                 See Notes to Consolidated Financial Statements.



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                   THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                                    FOR THE QUARTER ENDED
                                                              -----------------------------------
                                                                   APRIL 29,          MAY 5,
                                                                     2000              2001
                                                              ----------------   ----------------
                                                                           
Net sales..................................................   $        287,876   $        304,651

Cost of goods sold, including buying and occupancy costs...            183,563            192,963
                                                              ----------------   ----------------

Gross margin...............................................            104,313            111,688

Selling, general and administrative expenses...............             82,083             90,532
                                                              ----------------   ----------------

Operating income...........................................             22,230             21,156

Interest (expense) income, net.............................                 62               (266)
                                                              ----------------   -----------------

Earnings before income taxes...............................             22,292             20,890

Provision for income taxes.................................              8,864              8,148
                                                              ----------------   ----------------

Net earnings...............................................   $         13,428   $         12,742
                                                              ================   ================

Net earnings per share:
   Basic...................................................   $           0.32   $           0.31
                                                              ================   ================

   Diluted.................................................   $           0.32   $           0.31
                                                              ================   ================


Weighted average shares outstanding:
   Basic...................................................             41,766             41,110
                                                              ================   ================

   Diluted.................................................             42,379             41,620
                                                              ================   ================



                 See Notes to Consolidated Financial Statements.



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                   THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

 
 
                                                                           FOR THE QUARTER ENDED
                                                                     -------------------------------
                                                                        APRIL 29,         MAY 5,
                                                                          2000             2001
                                                                     --------------   --------------
                                                                                 
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings................................................      $       13,428   $       12,742
   Adjustments to reconcile net earnings to net cash
   used in operating activities:
      Depreciation and amortization............................               8,165            9,752
      Deferred tax provision (benefit).........................                (589)             472
      Increase in inventories..................................             (34,375)         (49,138)
      (Increase) decrease in other current assets..............               1,112           (4,955)
      Increase in accounts payable and accrued expenses........               8,379           23,372
      Increase (decrease) in income taxes payable..............                 254           (5,352)
      Increase (decrease) in other liabilities.................                 258             (111)
                                                                     --------------   ---------------

           Net cash used in operating activities...............              (3,368)         (13,218)
                                                                     ---------------  ---------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures, net...................................             (13,219)         (19,186)
   Investment in trademarks, tradenames and other assets.......                 (79)            (210)
                                                                     --------------   ---------------

           Net cash used in investing activities...............             (13,298)         (19,396)
                                                                     ---------------  ---------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock......................                 664              680
   Long-term borrowings........................................               7,525               --
   Principal payments on long-term debt........................                (643)            (606)
   Tax payments related to options exercised...................                (111)              --
   Purchase of treasury stock..................................              (5,290)         (30,409)
                                                                     ---------------  ---------------

           Net cash provided by (used in) financing activities.               2,145          (30,335)
                                                                     --------------   ---------------

 Effect of exchange rate changes on cash.......................                  (9)            (570)
                                                                     ---------------  ---------------

 DECREASE IN CASH..............................................             (14,530)         (63,519)
 CASH:
   Beginning of period.........................................              77,798           84,426
                                                                     --------------   --------------

   End of period...............................................      $       63,268   $       20,907
                                                                     ==============   ==============

 

                 See Notes to Consolidated Financial Statements.




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                   THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES--

    Basis of Presentation - The consolidated financial statements include the
accounts of The Men's Wearhouse, Inc. and its subsidiaries (the "Company").
Except for those discussed below, there have been no significant changes in the
accounting policies of the Company during the periods presented. For a
description of these policies, see Note 1 of Notes to Consolidated Financial
Statements in the Company's Annual Report on Form 10-K for the year ended
February 3, 2001.

    Accounting Change - The Company adopted Statement of Financial Accounting
Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), as amended, on February 4, 2001. In accordance with the transition
provisions of SFAS 133, the Company recorded a cumulative loss adjustment of
$0.5 million ($0.3 million, net of tax) in accumulated other comprehensive
income related primarily to the unrealized losses on foreign currency forward
exchange contracts, which were designated as cash-flow hedging instruments.

2.  EARNINGS PER SHARE--

    Basic earnings per share ("EPS") is computed using the weighted average
number of common shares outstanding during the period and net earnings. Diluted
EPS gives effect to the potential dilution which would have occurred if
additional shares were issued for stock options exercised under the treasury
stock method.

3.  ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING

    The Company's policy is to enter into foreign currency forward exchange
contracts to minimize foreign currency exposure related to forecasted purchases
of certain inventories. Under this standard, such contracts have been designated
as and accounted for as cash flow hedges. The settlement terms of the forward
contracts, including amount, currency and maturity, correspond with payment
terms for the merchandise inventories. As a result, there is no hedge
ineffectiveness to be reflected in earnings. At May 5, 2001, the Company had 28
contracts maturing in varying increments to purchase an aggregate notional
amount of $23.9 million in foreign currency, maturing at various dates through
September 2002.

    The changes in the fair value of the foreign currency forward exchange
contracts are matched to inventory purchases by period and are recognized in
earnings as such inventory is sold. The Company expects to recognize in earnings
through May 4, 2002, approximately $0.7 million, net of tax, of existing net
losses presently deferred in accumulated other comprehensive income.

4.  COMPREHENSIVE INCOME AND SUPPLEMENTAL CASH FLOWS

    The Company's comprehensive income, which encompasses net earnings,
currency translation adjustments, cumulative effect of accounting change and
changes in derivative fair values, is as follows (in thousands):




                                                                   FOR THE QUARTER ENDED
                                                               -----------------------------
                                                                 APRIL 29,        MAY 5,
                                                                   2000            2001
                                                               ------------     ------------
                                                                           

   Net earnings                                                $    13,428      $    12,742
   Cumulative effect of accounting change, net of tax                   --             (331)
   Change in derivative fair value, net of tax                          --             (575)
   Currency translation adjustments, net of tax                       (293)          (1,343)
                                                               ------------     ------------
   Comprehensive income                                        $    13,135      $    10,493
                                                               ===========      ===========

 


                                       5
   8

     The Company paid cash during the first quarter of 2000 of $0.8 million for
interest and $9.4 million for taxes, compared with $0.8 million for interest and
$13.6 million for taxes during the first quarter of 2001. The Company had
non-cash investing and financing activities resulting from the issuance of
treasury stock to the employee stock ownership plan of $2.5 million and $2.5
million in the first quarters of 2000 and 2001, respectively, and from the tax
benefit recognized upon exercise of stock options of $0.1 million and $0.1
million, respectively.


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                  ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     For supplemental information, it is suggested that "Management's Discussion
and Analysis of Financial Condition and Results of Operations" be read in
conjunction with the corresponding section included in the Company's Annual
Report on Form 10-K for the year ended February 3, 2001. References herein to
years are to the Company's 52-week or 53-week fiscal year which ends on the
Saturday nearest January 31 in the following calendar year. For example,
references to "2001" mean the 52-week fiscal year ending February 2, 2002.

     In large part, changes in net sales and operating results are impacted by
the number of stores operating during the fiscal period. The following table
presents information with respect to stores in operation during each of the
respective fiscal periods.



                                            FOR THE THREE MONTHS ENDED
                                         ---------------------------------      YEAR ENDED
                                            APRIL 29,           MAY 5,          FEBRUARY 3,
                                               2000              2001               2001
                                         ----------------   --------------     ---------------
                                                                       
Stores open at beginning of period            614                651                  614
  Opened                                        6                  8                   39
  Acquired                                     --                 --                    1
  Closed                                       (3)                --                   (3)
                                              ----               ---                 -----
Stores open at end of period                  617                659                  651
                                              ===                ===                  ===


Stores open at end of period:
  U.S. --
    Men's Wearhouse                           452                477                  473
    K&G/Suit Warehouse                         52                 69                   65
                                              ---                ---                 ----
                                              504                546                  538
  Canada -- Moores                            113                113                  113
                                              ---                ---                  ---
                                              617                659                  651
                                              ===                ===                  ===


RESULTS OF OPERATIONS

    Three Months Ended April 29, 2000 and May 5, 2001

    The Company's net sales were $304.7 million for the quarter ended May 5,
2001, a $16.8 million or 5.8% increase over the same prior year period. This
increase was due primarily to sales resulting from the increased number of
stores and increased sales at existing stores in Canada, offset partially by
decreased sales at existing U.S. stores. Comparable store sales (which are
calculated primarily by excluding the net sales of a store for any month of one
period if the store was not open throughout the same month of the prior period)
decreased 4.3% for the U.S. stores from the same prior year quarter, while
comparable store sales for the Canadian stores increased 8.7% from the same
prior year quarter.

    Gross margin increased 7.1% over the same prior year quarter to $111.7
million in the first quarter of 2001. As a percentage of sales, gross margin
increased from 36.2% in the first quarter of 2000 to 36.7% in the first quarter
of 2001. This increase in gross margin predominantly resulted from a decrease in
product costs as a percentage of sales, offset partially by an increase in
occupancy costs.

    Selling, general and administrative ("SG&A") expenses increased as a
percentage of sales from 28.5% for the quarter ended April 29, 2000 to 29.7% for
the quarter ended May 5, 2001, and SG&A expenditures increased by $8.4 million
to $90.5 million. On an absolute dollar basis, the principal components of SG&A
expenses increased primarily due to the Company's growth and continued
infrastructure investments. Advertising expense decreased from 5.6% to 4.6% of
net sales, while store salaries increased from 11.0% to 11.5% of net sales and
other SG&A expenses increased from 12.0% to 13.5% of net sales.

                                       7
   10


    Net interest income was $0.1 million in the first quarter of 2000 compared
to interest expense, net of interest income, of $0.3 million in the first
quarter of 2001. Weighted average borrowings outstanding decreased from $53.8
million in the first quarter of 2000 to $43.6 million in the first quarter of
2001, and the weighted average interest rate on outstanding indebtedness
increased from 6.5% to 6.9%. The decrease in the weighted average borrowings was
due primarily to reduced borrowings under the Company's credit facilities. The
increase in the weighted average interest rate was due primarily to increases in
the LIBOR rate.

    The Company's effective income tax rate decreased from 39.8% for the first
quarter of 2000 to 39.0% for the first quarter of 2001. The effective tax rate
was higher than the statutory U.S. federal rate of 35% primarily due to the
effect of state income taxes.


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LIQUIDITY AND CAPITAL RESOURCES

    Working capital was $288.9 million at May 5, 2001, which is down from $318.6
million at February 3, 2001 and $291.5 million at April 29, 2000. Historically,
the Company's working capital has been at its lowest level in January and
February and has increased through November as inventory buildup is financed
with long-term borrowings in preparation for the fourth quarter selling season.
However, due primarily to the Company's stock repurchase program, as discussed
below, working capital declined during the first quarter of 2001.

    Net cash used in operating activities was $3.4 million in the first three
months of 2000 compared with $13.2 million in the first three months of 2001.
These amounts primarily represent net earnings plus depreciation and
amortization and increases in accounts payable and accrued expenses, offset by
increases in inventories and, in the first quarter of 2001, an increase in other
current assets and income tax payments. Inventories increased $34.4 million and
$49.1 million for the quarter ended April 29, 2000 and May 5, 2001,
respectively, due to seasonal inventory buildup, the addition of inventory for
new stores and stores expected to be opened in the following quarter and the
purchase of fabric used in the direct sourcing of inventory.

     Net cash used in investing activities was $13.3 million and $19.4 million
for the first quarter of 2000 and 2001, respectively. Cash used in investing
activities was primarily comprised of capital expenditures relating to stores
opened, remodeled or relocated during the period or under construction at the
end of the period and infrastructure technology investments.

     The Company has a revolving credit agreement with a group of banks (the
"Credit Agreement") that provides for borrowing of up to $125 million through
February 5, 2004. Advances under the Credit Agreement bear interest at a rate
per annum equal to, at the Company's option, the agent's prime rate or the
reserve adjusted LIBOR rate plus a varying interest rate margin. The Credit
Agreement also provides for fees applicable to unused commitments. In addition,
the Company has two Canadian credit facilities which include a revolving credit
agreement which provides for borrowings up to Can$30 million (US$20 million)
through February 5, 2004 and a term credit agreement under which the Company
borrowed Can$75 million (US$50 million) in February 1999. The term credit
borrowing is payable in quarterly installments of Can$0.9 million (US$0.6
million) beginning in May 1, 1999, with the remaining unpaid principal payable
on February 5, 2004. Covenants and interest rates are substantially similar to
those contained in the Company's Credit Agreement. As of May 5, 2001, there was
US$42.5 million outstanding under the term credit agreement and no indebtedness
outstanding under the revolving credit agreement.

    The Credit Agreement contains certain restrictive and financial covenants,
including the requirement to maintain a minimum level of net worth and certain
financial ratios. The Credit Agreement also prohibits payment of cash dividends
on the common stock of the Company. The Company is in compliance with the
covenants in the Credit Agreement.

    Net cash provided by financing activities was $2.1 million for the first
quarter of 2000, due mainly to borrowings on the revolving credit agreement,
offset by purchases of treasury stock. Net cash used in financing activities was
$30.3 million for the first quarter of 2001, due mainly to purchases of treasury
stock. In January 2000, the Board of Directors authorized a stock repurchase
program for up to 1,000,000 shares of the Company's common stock. Under this
authorization, the Company may purchase shares from time to time in the open
market or in private transactions, depending on market price and other
considerations. On January 31, 2001, the Board of Directors authorized an
expansion of the stock repurchase program for up to an additional 2,000,000
shares of the Company's common stock. During the first quarter of 2000 and 2001,
the Company repurchased 210,000 and 1,185,000 shares of its common stock under
this program at a cost of $5.3 million and $30.4 million, respectively.

    In December 2000, the Company issued two option contracts under which the
contract counterparties had the option to require the Company to purchase an
agreed-upon number of shares of its common stock at a specific strike price per
share on March 15, 2001 and on June 12, 2001. The Company received premiums, in
aggregate, of $0.5 million for issuing these contracts. Both option contracts
expired unexercised.

    The Company anticipates that its existing cash and cash flow from
operations, supplemented by borrowings under the Credit Agreement, will be
sufficient to fund its planned store openings, other capital expenditures and
operating cash requirements for at least the next 12 months.

                                       9
   12


    In connection with the Company's direct sourcing program, the Company may
enter into purchase commitments that are denominated in a foreign currency
(primarily the Euro). The Company generally enters into forward exchange
contracts to reduce the risk of currency fluctuations related to such
commitments. The majority of the forward exchange contracts are with seven
financial institutions. Therefore, the Company is exposed to credit risk in the
event of nonperformance by these parties. However, due to the creditworthiness
of these major financial institutions, full performance is anticipated. The
Company may also be exposed to market risk as a result of changes in foreign
exchange rates. This market risk should be substantially offset by changes in
the valuation of the underlying transactions.



                                       10
   13


       ITEM 3 - QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is subject to exposure from fluctuations in U.S. dollar/Euro
exchange rates and the Canadian dollar/Euro exchange rates. The Company utilizes
foreign currency forward exchange contracts to limit exposure to changes in
currency exchange rates (see Note 3 to the Company's Consolidated Financial
Statements and "Management's Discussion and Analysis of Financial Information
and Results of Operations - Liquidity and Capital Resources").

     Moores conducts its business in Canadian dollars. The exchange rate between
Canadian dollars and U.S. dollars has fluctuated over the last ten years. If the
value of the Canadian dollar against the U.S. dollar weakens, then the revenues
and earnings of the Company's Canadian operations will be reduced when they are
translated to U.S. dollars and the value of the Company's Canadian net assets in
U.S. dollars may decline.

FORWARD-LOOKING STATEMENTS

    Certain statements made herein and in other public filings and releases by
the Company contain "forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risk and uncertainty.
These forward-looking statements may include, but are not limited to, future
capital expenditures, acquisitions (including the amount and nature thereof),
future sales, earnings, margins, costs, number and costs of store openings,
demand for clothing, market trends in the retail clothing business, currency
fluctuations, inflation and various economic and business trends.
Forward-looking statements may be made by management orally or in writing,
including but not limited to, this Management's Discussion and Analysis of
Financial Condition and Results of Operations section and other sections of the
Company's filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 and the Securities Act of 1933.

    Actual results and trends in the future may differ materially depending on a
variety of factors including, but not limited to, domestic and international
economic activity and inflation, the Company's successful execution of internal
operating plans and new store and new market expansion plans, performance issues
with key suppliers, severe weather, foreign currency fluctuations, government
export and import policies and legal proceedings. Future results will also be
dependent upon the ability of the Company to continue to identify and complete
successful expansions and penetrations into existing and new markets and its
ability to integrate such expansions with the Company's existing operations.


                                       11
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                           PART II. OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

              On May 11, 2001, a lawsuit was filed against the Company in the
         Superior Court of California for the County of San Diego, Cause No. GIC
         767223 (the "Suit"). The Suit, which was brought as a purported class
         action, alleges several causes of action, each based on the factual
         allegation that the Company advertised and sold men's slacks at a
         marked price that was exclusive of a hemming fee for the pants. The
         Suit seeks: (i) permanent and preliminary injunctions against
         advertising slacks at prices which do not include hemming; (ii)
         restitution of all funds allegedly acquired by means of any act or
         practice declared by the Court to be unlawful or fraudulent or to
         constitute unfair competition under certain California statutes, (iii)
         prejudgment interest; (iv) compensatory and punitive damages; (v)
         attorney's fees; and (vi) costs of suit. The Company believes that the
         Suit is without merit and the allegations are contrary to customary and
         well recognized and accepted practices in the sale of men's tailored
         clothing. The Company intends to vigorously defend the Suit.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS.

          Exhibit
          Number                         Exhibit Index
          -------                        -------------
           10.1          --  Fourth Amendment to 1992 Non-Employee Director
                             Stock Option Plan (filed herewith).

(B)  REPORTS ON FORM 8-K.

         On February 22, 2001, the Company filed a current report on Form 8-K
         related to the approval by the Company's Board of Directors of an
         amendment and restatement of the Company's 401(k) Savings Plan and
         401(k) Savings Plan Trust.


                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, The Men's Wearhouse, Inc., has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


Dated:  June 19, 2001                       THE MEN'S WEARHOUSE, INC.


                              By          /s/ NEILL P. DAVIS
                                 -----------------------------------------------
                                              Neill P. Davis
                              Senior Vice President, Chief Financial Officer and
                                   Treasurer (Principal Financial Officer)




                                       12
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                                 EXHIBIT INDEX


          Exhibit
          Number                         Exhibit Index
          -------                        -------------
           10.1          --  Fourth Amendment to 1992 Non-Employee Director
                             Stock Option Plan (filed herewith).