8-K

TABLE OF CONTENTS

	ITEM 7. Financial Statements And Exhibits.
	ITEM 12. Results of Operations and Financial Condition.
SIGNATURES
INDEX TO EXHIBITS
Press Release - Reports Earnings for 1st Quarter

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): May 19, 2004

THE MEN’S WEARHOUSE, INC.

(Exact name of Registrant as specified in charter)

Texas (State or other jurisdiction of Incorporation)	1-16097 (Commission File Number)	74-1790172 (I.R.S. Employer Identification No.)
5803 Glenmont Drive Houston, Texas (Address of principal executive offices)		77081-1701 (Zip Code)

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

ITEM 7. Financial Statements And Exhibits.

(c)	Exhibits.
		99.1	Press Release of The Men’s Wearhouse, Inc. (the “Company”) dated May 19, 2004.

ITEM 12. Results of Operations and Financial Condition.

     On May 19, 2004, the Company issued a press release reporting its earnings results for the first quarter of fiscal 2004. A copy of the press release is attached hereto as Exhibit 99.1.

     The information in this report is furnished under Item 12 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section.

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 hereunto duly authorized.

	THE MEN’S WEARHOUSE, INC. (Registrant)
Date: May 19, 2004	By:	/s/ Neill P. Davis
		Neill P. Davis
		Executive Vice President, Chief Financial Officer and Principal Financial Officer

INDEX TO EXHIBITS

Number	Exhibit
99.1	Press Release of The Men’s Wearhouse, Inc. dated May 19, 2004.

EX-99.1

The Men’s Wearhouse, Inc.

News Release

For Immediate Release

MEN’S WEARHOUSE REPORTS FIRST QUARTER 2004

Diluted earnings per share of $0.41
Company provides guidance for second quarter
and increases guidance for full year

HOUSTON — May 19, 2004-The Men’s Wearhouse (NYSE: MW) today announced its consolidated financial results for the first quarter ended May 1, 2004.

First Quarter Ended May 1, 2004

• Net sales for the first quarter ended May 1, 2004 increased 15.2% to $360.7 million from $313.1 million for the same period a year ago.

• U.S. comparable store sales for the quarter increased 12.1% and Canadian comparable store sales increased 4.8% when compared to the same period a year ago.

• Net earnings were $15.1 million, or $0.41 diluted earnings per share, for the quarter, compared to net earnings of $11.0 million, or $0.28 diluted earnings per share, in the same period a year ago.

Store Information

	May 1, 2004				May 3, 2003				January 31, 2004
	Number		Sq. Ft.		Number		Sq. Ft.		Number		Sq. Ft.
	of Stores		(000's)		of Stores		(000's)		of Stores		(000's)
Men’s Wearhouse		508		2,777.0		505		2,749.4		506		2,762.8
Moores, Clothing for Men		114		699.8		114		699.1		114		700.1
K&G (A)		73		1,691.1		65		1,456.3		73		1,672.9
Total		695		5,167.9		684		4,904.8		693		5,135.8

(A) 37, 25 and 35 stores, respectively, offering women’s apparel.

Fiscal 2004 Guidance

• Net Sales

The company expects its second quarter net sales to be in the range of $361 million to $366 million, an increase of 8.0% to 9.5%. The 52-week net sales are expected to be in the range of $1.505 billion to $1.520 billion, an increase of 8.1% to 9.1%.

Comparable store sales growth for the second quarter and full year is expected to be positive mid single digit for U.S. stores and Canada.

• Gross Margin

Second quarter gross margin is expected to be in the range of 37.9% to 38.4% of second quarter net sales. Annual gross margin is anticipated to be in the range of 37.2% to 38.0% of fiscal 2004 net sales.

• S G & A Margin

Selling, general and administrative expenses for the second quarter are anticipated to be approximately 31.1% to 31.3% of net sales. For the full year, these expenses are expected to be in the range of 30.2% to 31.0%.

• Effective Tax Rate at approximately 37.25%.

• Diluted Earnings Per Share (A)

Second Quarter	$0.40 — $0.43
Fiscal Year	$1.70 — $1.75

     (A) Diluted shares for the second quarter and fiscal year are estimated to be 36.9 million.

• Capital Expenditures and Depreciation & Amortization

Capital expenditures and depreciation and amortization remain unchanged from previous guidance.

• Store Growth

The company anticipates square footage to increase approximately 2.4% with the following net store opening activity for the year:

Fiscal Year 2004

	1st Q
	Actual		2nd Q			3rd Q		4th Q		Total
Men’s Wearhouse		2		0			1		1		4
K&G		0		(1	)		3		1		3
Total		2		(1	)		4		2		7

CONFERENCE CALL AND WEBCAST INFORMATION

At 5:30 p.m. Eastern Time today, company management will host a conference call and real-time webcast to review the financial results of The Men’s Wearhouse, Inc.’s first quarter. To access the conference call, dial 303-262-2141. To access the live webcast presentation, visit the Investor Relations section of the company’s website at www.menswearhouse.com. A telephonic replay will be available through May 26th by calling 303-590-3000 and entering the access code of 579096, or a webcast archive will be available free on the website for approximately 90 days.

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 695 stores. The stores carry a full selection of designer, brand name and private label suits, sport coats, furnishings and accessories. The company also operates the second largest manufacturing facility of men’s suits, sport coats and slacks in Canada, most of which is used to supply the Moores stores.

For additional information on Men’s Wearhouse, please visit the company’s website at www.menswearhouse.com.

This press release contains forward-looking information. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements may be significantly impacted by various factors, including unfavorable local, regional and national economic developments, severe weather conditions, aggressive advertising or marketing activities of competitors and other factors described herein and in the Company’s annual report on Form 10-K for the year ended January 31, 2004.

CONTACT: Claudia Pruitt, Men’s Wearhouse (713) 592-7200
  Ken Dennard, DRG&E (713) 529-6600

- tables to follow -

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE THREE MONTHS ENDED
MAY 1, 2004 AND MAY 3, 2003
(In thousands, except per share data)

	Three Months Ended
			% of					% of
	2004		Sales			2003		Sales
Net sales	$	360,729		100.00	%	$	313,122		100.00	%
Cost of goods sold, including buying and occupancy costs		222,857		61.78	%		201,903		64.48	%
Gross margin		137,872		38.22	%		111,219		35.52	%
Selling, general and administrative expenses		112,738		31.25	%		93,292		29.79	%
Operating income		25,134		6.97	%		17,927		5.73	%
Interest expense, net		1,077		0.30	%		379		0.12	%
Earnings before income taxes		24,057		6.67	%		17,548		5.60	%
Provision for income taxes		8,961		2.48	%		6,536		2.09	%
Net earnings	$	15,096		4.18	%	$	11,012		3.52	%
Net earnings per share:
Basic	$	0.42				$	0.28
Diluted	$	0.41				$	0.28
Weighted average shares outstanding:
Basic		36,131					39,632
Diluted		36,812					39,709

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

	May 1,		May 3,
	2004		2003
ASSETS
Current assets:
Cash	$	125,927	$	77,995
Inventory		390,011		391,062
Other current assets		51,922		48,796
Total current assets		567,860		517,853
Property and equipment, net		210,512		207,775
Other assets		87,352		69,415
Total assets	$	865,724	$	795,043
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	197,251	$	180,943
Long term debt		131,000		40,961
Deferred taxes and other liabilities		31,193		27,935
Shareholders’ equity		506,280		545,204
Total liabilities and equity	$	865,724	$	795,043