S-8

As filed with the Securities and Exchange Commission on July 11, 2008

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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 No.)
6380 Rogerdale Road
Houston, Texas	77072
(Address of Principal Executive Offices)	(Zip Code)

The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan

(Full title of the plan)

Neill P. Davis
6380 Rogerdale Road
Houston, Texas 77072
(Name and address of agent for service)

(281) 776-7000
(Telephone number, including area code, of agent for service)

With Copy to:

Fulbright & Jaworski L.L.P.
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5100
Attention: Michael W. Conlon

CALCULATION OF REGISTRATION FEE

		Proposed		Proposed maximum
Title of securities	Amount to	maximum offering		aggregate offering		Amount of
to be registered	be registered	price per unit(2)		price(2)		registration fee
Common Stock $.01 par value	1,210,059 shares (1)	$	17.09	$	20,679,908.31	$	812.72

(1)	Represents shares added to the 2004 Long-Term Incentive Plan (the “2004 Plan”) upon the amendment and restatement thereof. There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the anti-dilution provisions of the 2004 Plan.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales price of a share of Common Stock on the New York Stock Exchange on July 9, 2008.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement registers additional securities of the same class as other securities for which a registration statement on this Form (Registration No. 333-125182, the “Earlier Registration Statement”) relating to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan (the “2004 Plan”) is effective. Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference.

Item 8. Exhibits

Exhibit
Number		Exhibit
4.1	—	2004 Long-Term Incentive Plan (as amended and restated effective April 1, 2008) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 27, 2008).
5.1	—	Opinion of Fulbright & Jaworski L.L.P. (filed herewith).
23.1	—	Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith).
23.2	—	Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1	—	Powers of Attorney from certain members of the Board of Directors of the Company (contained on pages II-4 and II-5).

II-2

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 11, 2008.

THE MEN’S WEARHOUSE, INC.
By:	/s/ GEORGE ZIMMER
	George Zimmer
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints George Zimmer and David Edwab, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GEORGE ZIMMER George Zimmer	Chairman of the Board, Chief Executive Officer and Director	July 11, 2008
/s/ NEILL P. DAVIS Neill P. Davis	Executive Vice President, Chief Financial Officer and Principal Financial Officer	July 11, 2008
/s/ DIANA M. WILSON Diana M. Wilson	Senior Vice President and Principal Accounting Officer	July 11, 2008
/s/ DAVID H. EDWAB David H. Edwab	Vice Chairman of the Board and Director	July 11, 2008
/s/ RINALDO S. BRUTOCO Rinaldo S. Brutoco	Director	July 11, 2008
/s/ MICHAEL L. RAY Michael L. Ray	Director	July 11, 2008

II-3

Signature	Title	Date
/s/ SHELDON I. STEIN Sheldon I. Stein	Director	July 11, 2008
/s/ LARRY R. KATZEN Larry R. Katzen	Director	July 11, 2008
/s/ DEEPAK CHOPRA Deepak Chopra	Director	July 11, 2008
/s/ WILLIAM B. SECHREST William B. Sechrest	Director	July 11, 2008

II-4

INDEX TO EXHIBITS

Exhibit
Number		Exhibit
4.1		2004 Long-Term Incentive Plan (as amended and restated effective April 1, 2008) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 27, 2008).
5.1	—	Opinion of Fulbright & Jaworski L.L.P. (filed herewith).
23.1	—	Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith).
23.2	—	Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
24.1	—	Powers of Attorney from certain members of the Board of Directors of the Company (contained on pages II-4 and II-5).

EX-5.1

Exhibit 5.1

Fulbright & Jaworski l.l.p.

A Registered Limited Liability Partnership

Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com

telephone:          (713) 651-5151 facsimile:          (713) 651-5246

July 11, 2008

The Men’s Wearhouse, Inc.
40650 Encyclopedia Circle
Fremont, California 94538

Ladies and Gentlemen:

     We have acted as counsel for The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of an additional 1,210,059 shares of the Company’s common stock, $.01 par value per share (the “Shares”), to be offered upon the terms and subject to the conditions set forth in the Company’s 2004 Long-Term Incentive Plan, as amended and restated effective as of April 1, 2008 (the “Plan”).

     We have examined (i) the Restated Articles of Incorporation, as amended to date, and the Third Amended and Restated By-Laws of the Company, (ii) the Plan, (iii) the Registration Statement, and (iv) such certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

     In connection with this opinion, we have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined.

     Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,
 

/s/ FULBRIGHT & JAWORSKI L.L.P.  

Fulbright & Jaworski L.L.P.
 

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 1, 2008, relating to the financial statements and financial statement schedule of The Men’s Wearhouse, Inc., and the effectiveness of The Men’s Wearhouse, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Men’s Wearhouse, Inc. for the year ended February 2, 2008.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas
July 11, 2008