8-K

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

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 11, 2003


                                     0-15898
                            (Commission File Number)

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


                         CASUAL MALE RETAIL GROUP, INC.
             (Exact name of registrant as specified in its charter)


              Delaware                                    04-2623104
      (State of Incorporation)                          (IRS Employer
                                                     Identification Number)


                555 Turnpike Street, Canton, Massachusetts 02021
              (Address of registrant's principal executive office)


                                 (781) 828-9300
                         (Registrant's telephone number)

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





Item 5.    Other Events.

            Filed as an exhibit hereto is the registrant's press release, dated
November 11, 2003, in which the registrant announced that it intends to offer,
subject to market and other conditions, approximately $75 million in aggregate
principal amount (excluding any option for the initial purchaser to purchase
additional Notes (as defined below)) of Convertible Senior Subordinated Notes
due 2024 (the "Notes") in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed herewith:

Exhibit No.    Description
- -----------    -----------

99.1           Press Release issued on November 11, 2003.







                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    CASUAL MALE RETAIL GROUP, INC.


                                    By: /s/ Dennis R. Hernreich
                                        -------------------------------------
                                    Name:  Dennis R. Hernreich
                                    Title: Executive Vice President and
                                           Chief Financial Officer


Date:  November 13, 2003








                          INDEX TO EXHIBITS FILED WITH
             THE CURRENT REPORT ON FORM 8-K DATED NOVEMBER 13, 2003

    Exhibit                               Description

     99.1                 Press Release issued on November 11, 2003.

EX-99

                                                                   Exhibit 99.1
                                                                   ------------

Casual Male Retail Group, Inc. Announces Proposed Offering Of $75 Million in
Convertible Debt

Tuesday November 11, 11:04 pm ET

            CANTON, Mass., Nov. 11 /PRNewswire-FirstCall/ -- Casual Male
Retail Group, Inc. (Nasdaq: CMRG - News), today announced that it intends to
offer, subject to market and other conditions, approximately $75 million in
aggregate principal amount of Convertible Senior Subordinated Notes due 2024
in a private placement to qualified institutional investors.

            The notes will be convertible at the option of the holder into
shares of CMRG common stock. The interest rate, conversion price and offering
price are to be determined by negotiations between CMRG and the initial
purchaser of the notes. The notes will be general unsecured obligations of the
company and will be subordinate to all existing and future designated senior
indebtedness of the company. CMRG will grant the initial purchaser of the notes
a 13-day option to purchase up to an additional aggregate $15 million principal
amount of the notes.

            CMRG intends to use approximately $8.4 million of the net proceeds
to purchase 1,000,000 shares of its common stock from purchasers of the notes,
in negotiated transactions concurrent with the offering, and $24.9 million of
the net proceeds to redeem its 12% senior subordinated notes due 2007. The
Company also intends, subject to market and other conditions, to seek to redeem
approximately $29.6 million in aggregate principal amount of its 12% senior
notes due 2010, which are not redeemable at this time. CMRG plans to place $62.9
million of the net proceeds of the offering in escrow pending the application of
proceeds as previously described. The Company will use the balance of the net
proceeds to reduce the outstanding balance under its revolving credit facility,
and thereafter for working capital and general corporate purposes. In the event
the initial purchaser of the notes exercises its option in whole or in part to
purchase additional notes, CMRG may also purchase up to an additional 1,000,000
additional shares of its common stock in the open market or in negotiated
transactions from time to time in accordance with applicable laws depending on
market and other conditions.

            This press release is neither an offer to sell nor a solicitation to
buy any of these securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

            The notes and the common stock issuable upon conversion of the notes
to be offered have not been registered under the Securities Act of 1933, or any
state securities laws, and unless so registered, the notes and common stock
issued upon conversion of the notes may not be offered or sold in the United
States except pursuant to an exemption from the registration requirements of the
Securities Act and applicable state laws.