8-K

                       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): OCTOBER 14, 2003


                           THE MEN'S WEARHOUSE, INC.
               (Exact name of Registrant as specified in charter)


              TEXAS                    1-16097               74-1790172
   (State or other jurisdiction    (Commission File       (I.R.S. Employer
        of Incorporation)               Number)          Identification No.)



                     5803 GLENMONT DRIVE                      77081
                       HOUSTON, TEXAS                       (Zip Code)
          (Address of principal executive offices)


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



ITEM 5.  OTHER EVENTS.

     On October 14, 2003, The Men's Wearhouse, Inc., a Texas corporation,
announced its intention to sell, subject to market and other conditions, $110
million aggregate principal amount of its Convertible Senior Notes due 2023 in
a private, unregistered offering to "qualified institutional buyers," pursuant
to Rule 144A under the Securities Act of 1933, as amended. MW intends to grant
the initial purchasers a 13 day option to purchase up to an additional $20
million aggregate principal amount of the notes. The notes will be convertible
into shares of MW's common stock, subject to certain conditions.

     Simultaneously with its approval of this offering, the Board of Directors
authorized a new stock purchase program for the repurchase of up to $100
million of MW stock in the open market or in private transactions.

     The foregoing is qualified by reference to Exhibit 99.1 to this Current
Report on Form 8-K, which is incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial statements of business acquired.

                  Not applicable.

         (b) Pro forma financial information

                  Not applicable.

          (c) Exhibits

                 99.1   Press Release of The Men's Wearhouse, Inc.
                        dated October 14, 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 hereunto duly authorized.




                                      THE MEN'S WEARHOUSE, INC.
                                      (Registrant)


Date:    October 14, 2003             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 October 14, 2003.

EX-99.1

                                                                   EXHIBIT 99.1



THE MEN'S WEARHOUSE, INC.



NEWS RELEASE



                 MEN'S WEARHOUSE ANNOUNCES PROPOSED OFFERING OF
                      $110 MILLION CONVERTIBLE SENIOR NOTES

        BOARD AUTHORIZES NEW SHARE REPURCHASE PROGRAM UP TO $100 MILLION


HOUSTON - October 14, 2003 - Men's Wearhouse (NYSE: MW) announced today its
intention to sell, subject to market and other conditions, $110 million
aggregate principal amount of its Convertible Senior Notes due 2023 in a
private, unregistered offering to "qualified institutional buyers," pursuant to
Rule 144A under the Securities Act of 1933, as amended. MW intends to grant the
initial purchasers a 13 day option to purchase up to an additional $20 million
aggregate principal amount of the notes. The notes will be convertible into
shares of MW's common stock, subject to certain conditions.

Simultaneously with its approval of this offering, the Board of Directors
authorized a new stock purchase program for the repurchase of up to $100 million
of MW stock in the open market or in private transactions.

Concurrently with this offering, MW intends to use up to approximately $50
million of the net proceeds to purchase shares of its common stock from
purchasers of the notes in negotiated transactions. In conjunction with the
initial purchasers' option to purchase additional notes, MW may purchase
additional shares of its common stock. MW also intends to use approximately
$43.2 million to repay its existing Canadian term loan. MW intends to use the
balance of the net proceeds for general corporate purposes, which may include
additional purchases of its common stock under its share repurchase program.

The notes will be offered only to "qualified institutional buyers", in
accordance with Rule 144A under the Securities Act of 1933. The notes to be
offered and the shares of common stock issuable upon conversion of the notes
will not be registered under the Securities Act of 1933 or the securities or
blue sky laws of any jurisdiction and, unless registered, may not be offered or
sold except pursuant to an exception from the registration requirements of the
Securities Act and the applicable securities laws of any other jurisdictions.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the notes or the shares of common stock issuable upon
conversion of the notes, and



shall not constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale is unlawful.

Safe Harbor Regarding Forward-Looking Statements

Certain statements contained in this press release may be forward-looking
statements under federal securities laws. MW intends that any forward-looking
statements be subject to the safe-harbor created by those laws. Such statements
reflect the current views of MW with respect to future events and are subject to
certain risks, uncertainties and assumptions. Although MW believes that the
expectations reflected in such forward-looking statements are reasonable, should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual future results or events may vary materially
from those described herein.

The forward-looking statements include, but are not limited to, (i) the
expectation that MW will issue the notes and (ii) the expectations regarding use
of the net proceeds from this offering. MW cautions that these statements are
qualified by important factors that could cause actual results to differ
materially from those reflected by the forward-looking statements. Such factors
include, but are not limited to, (a) the market for convertible debt instruments
and (b) the interest rate environment. Additional information on these and other
factors is contained in MW's Annual Report on Form 10-K for the year ended
February 1, 2003 and our other periodic filings with the Securities and Exchange
Commission. MW assumes no obligation to update the forward-looking statements
contained in this press release.

Founded in 1973, Men's Wearhouse is one of North America's largest specialty
retailers of men's apparel with 686 stores as of fiscal month ended September
2003. 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, please visit the company's website at
www.menswearhouse.com.



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

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