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United States
Securities and Exchange CommissionWashington, D.C. 20549

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FORM 10-Q

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|ý                                                | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|------------------------------------------------ | ----------------------------------------------------------------------------------------
|For the quarterly period ended November 1, 2003.
|Or                                              
|o                                                | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Numbers    0-23874

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Jos. A. Bank Clothiers, Inc.

|Delaware(State incorporation)                                           |  | 36-3189198(I.R.S. Employer Identification Number)
|----------------------------------------------------------------------- |  | -------------------------------------------------
|                                                                        |  |                                                  
|500 Hanover Pike, Hampstead, MD(Address of Principal Executive Offices) |  | 21074-2095(Zip Code)                             

410-239-2700(Registrant's telephone number including area code)

None(Former name or former address, if
changed since last report)

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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 if 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    ý        No    o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)

Yes    ý        No    o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Class

Outstanding as of December 5, 2003Common Stock, $.01 par value

7,005,214


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JOS. A. BANK CLOTHIERS, INC.
Index

|          |         |                                                                                                               |                                                                                       | Page No.
|--------- | ------- | ------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------
|Part I.   |         | Financial Information                                                                                         |                                                                                       | 3       
|          | Item 1. |                                                                                                               | Condensed Consolidated Financial Statements                                           |         
|          |         | Condensed Consolidated Statements of IncomeThree and Nine Months Ended November 2, 2002 and November 1, 2003 |                                                                                       | 3       
|          |         | Condensed Consolidated Balance SheetsFebruary 1, 2003 and November 1, 2003                                   |                                                                                       | 4       
|          |         | Condensed Consolidated Statements of Cash FlowsNine Months Ended November 2, 2002 and November 1, 2003       |                                                                                       | 5       
|          |         | Notes To Condensed Consolidated Financial Statements                                                          |                                                                                       | 6       
|          | Item 2. |                                                                                                               | Management's Discussion and Analysis of Results of Operations and Financial Condition |         
|          | Item 3. |                                                                                                               | Quantitative and Qualitative Disclosures about Market Risk                            |         
|          | Item 4. |                                                                                                               | Internal Controls and Procedures                                                      |         
|PART II.  |         | Other Information                                                                                             |                                                                                       | 21      
|          | Item 1. |                                                                                                               | Legal Proceedings                                                                     |         
|          | Item 6. |                                                                                                               | Exhibits and Reports on Form 8-K                                                      |         
|Signature |         | 21                                                                                                           

2

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PART I. FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands except per share data)
(Unaudited)

|                                         |                            | Three Months Ended |        | Nine Months Ended
|---------------------------------------- | -------------------------- | ------------------ | ------ | -----------------
|
|Net sales                                |                            | $                  | 57,866 |                  
|                                         |                            |                    |        |                  
|Costs and expenses:                      |                            |                    |        |                  
|                                         | Cost of goods sold         |                    |        | 25,391           
|                                         | General and administrative |                    |        | 6,583            
|                                         | Sales and marketing        |                    |        | 22,187           
|                                         | Store opening costs        |                    |        | 201              
|                                         |                            |                    |        |                  
|                                         |                            |                    | 54,362 |                  
|                                         |                            |                    |        |                  
|Operating income                         |                            |                    | 3,504  |                  
|Interest expense, net                    |                            |                    | 290    |                  
|                                         |                            |                    |        |                  
|Income before provision for income taxes |                            |                    | 3,214  |                  
|Provision for income taxes               |                            |                    | 1,350  |                  
|                                         |                            |                    |        |                  
|                                         | Net income                 |                    | $      | 1,864            
|                                         |                            |                    |        |                  
|Earnings per share:                      |                            |                    |        |                  
|Net income:                              |                            |                    |        |                  
|                                         | Basic                      |                    | $      | 0.30             
|                                         | Diluted                    |                    | $      | 0.26             
|Weighted average shares outstanding:     |                            |                    |        |                  
|                                         | Basic                      |                    |        | 6,188            
|                                         | Diluted                    |                    |        | 7,122            

See
accompanying notes

3

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES  Condensed Consolidated Balance Sheets  (In Thousands)

|                                     |                                                | February 1, 2003                  |                                            | November 1, 2003 |       
|------------------------------------ | ---------------------------------------------- | --------------------------------- | ------------------------------------------ | ---------------- | ------
|
|ASSETS                               |                                                |                                   |                                            |                  |       
|CURRENT ASSETS:                      |                                                |                                   |                                            |                  |       
|                                     | Cash and cash equivalents                      |                                   | $                                          | 8,389            |       
|                                     | Accounts receivable, net                       |                                   |                                            | 2,830            |       
|                                     | Inventories:                                   |                                   |                                            |                  |       
|                                     |                                                | Raw materials                     |                                            |                  | 8,945 
|                                     |                                                | Finished goods                    |                                            |                  | 69,311
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | Total inventories                          |                  |       
|                                     |                                                |                                   |                                            |                  |       
|                                     | Prepaid expenses and other current assets      |                                   |                                            | 7,071            |       
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | Total current assets                       |                  |       
|                                     |                                                |                                   |                                            |                  |       
|NONCURRENT ASSETS:                   |                                                |                                   |                                            |                  |       
|                                     | Property, plant and equipment at cost          |                                   |                                            | 74,196           |       
|                                     | Accumulated depreciation and amortization      |                                   |                                            | (37,623          | )     
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                | Net property, plant and equipment |                                            |                  | 36,573
|                                     | Other noncurrent assets, net                   |                                   |                                            | 874              |       
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | Total assets                               |                  | $     
|                                     |                                                |                                   |                                            |                  |       
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                |                                   |                                            |                  |       
|CURRENT LIABILITIES:                 |                                                |                                   |                                            |                  |       
|                                     | Accounts payable                               |                                   | $                                          | 29,373           |       
|                                     | Accrued expenses                               |                                   |                                            | 24,569           |       
|                                     | Current portion of long-term debt              |                                   |                                            | 1,195            |       
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | Total current liabilities                  |                  |       
|NONCURRENT LIABILITIES:              |                                                |                                   |                                            |                  |       
|                                     | Long-term debt, net of current portion         |                                   |                                            | 9,324            |       
|                                     | Deferred rent and other noncurrent liabilities |                                   |                                            | 3,884            |       
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | Total liabilities                          |                  |       
|                                     |                                                |                                   |                                            |                  |       
|STOCKHOLDERS' EQUITY:                |                                                |                                   |                                            |                  |       
|                                     | Common stock                                   |                                   |                                            | 73               |       
|                                     | Additional paid-in capital                     |                                   |                                            | 59,005           |       
|                                     | Retained earnings                              |                                   |                                            | 11,628           |       
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | 70,706                                     |                  |       
|                                     | Treasury stock                                 |                                   |                                            | (5,058           | )     
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | Total stockholders' equity                 |                  |       
|                                     |                                                |                                   |                                            |                  |       
|                                     |                                                |                                   | Total liabilities and stockholders' equity |                  | $     
|                                     |                                                |                                   |                                            |                  |       

See
accompanying notes

4

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES  Condensed Consolidated Statements of Cash Flows  (In Thousands) (Unaudited)

|                                                     |                                                                                             | Nine Months Ended                                    |    
|---------------------------------------------------- | ------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ---
|
|Cash flows from operating activities:                |                                                                                             |                                                      |    
|                                                     | Net income                                                                                  |                                                      | $  
|                                                     | Adjustments to reconcile net income to net cash provided by
(used in) operating activities: |                                                      |    
|                                                     |                                                                                             | Depreciation and amortization                        |    
|                                                     |                                                                                             | Other                                                |    
|                                                     |                                                                                             | Net decrease (increase) in operating working capital |    
|                                                     |                                                                                             |                                                      |    
|                                                     |                                                                                             | Net cash provided by (used in) operating activities  |    
|                                                     |                                                                                             |                                                      |    
|Cash flows from investing activities:                |                                                                                             |                                                      |    
|                                                     | Additions to property, plant and equipment, net                                             |                                                      |    
|                                                     |                                                                                             |                                                      |    
|                                                     |                                                                                             | Net cash used in investing activities                |    
|                                                     |                                                                                             |                                                      |    
|Cash flows from financing activities:                |                                                                                             |                                                      |    
|                                                     | Borrowings under long-term Credit Agreement                                                 |                                                      |    
|                                                     | Repayments under long-term Credit Agreement                                                 |                                                      |    
|                                                     | Borrowing of other long-term debt                                                           |                                                      |    
|                                                     | Repayment of other long-term debt                                                           |                                                      |    
|                                                     | Net proceeds from issuance of common stock                                                  |                                                      |    
|                                                     |                                                                                             |                                                      |    
|                                                     |                                                                                             | Net cash provided by financing activities            |    
|Net increase (decrease) in cash and cash equivalents |                                                                                             |                                                      | 79 
|                                                     |                                                                                             |                                                      |    
|Cash and cash equivalentsbeginning of period        |                                                                                             |                                                      | 827
|                                                     |                                                                                             |                                                      |    
|Cash and cash equivalentsend of period              |                                                                                             | $                                                    | 906
|                                                     |                                                                                             |                                                      |    

See
accompanying notes

5

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)  (Amounts in Thousands Except Per Share Amounts and the Number of Stores)

1.     BASIS OF PRESENTATION

Jos. A. Bank Clothiers, Inc. (the "Company") is a nationwide retailer of classic men's clothing through conventional retail stores and catalog and internet
direct marketing. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation.

The
results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year 2003. In the opinion of
management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. These adjustments are of
a normal recurring nature.

Certain
notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore,
these financial statements should be read in conjunction with the Company's February 1, 2003 Annual Report on Form 10-K.

2.     SIGNIFICANT ACCOUNTING POLICIES

InventoriesInventories are stated at the lower of first-in, first-out cost or
market. The Company capitalizes into inventory certain warehousing and delivery costs associated with shipping its merchandise to the point of sale.

CatalogCosts related to mail order catalogs and promotional materials are included in prepaid expenses and other current
assets. These costs are amortized over the expected periods of benefit, not to exceed six months.

Supplemental Cash Flow InformationInterest and income taxes paid were as follows:

Nine Months EndedNovember 1, 2002

November 2, 2003Interest paid

$
863

$
1,025Income taxes paid

$
2,421

$
5,420


6

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Stock Option PlanThe Company applies the intrinsic-value-based method of accounting for stock issued to employees and
directors to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying common
stock exceeds the exercise price. There was no stock-based compensation expense recognized in the statements of income for the periods ended November 2, 2002. The Company recognized $132 and
$247 for the three and nine months ended November 1, 2003 related to variable plan stock options. The Company has elected to continue to apply the intrinsic-value-based method of accounting
described above, and has adopted only the disclosure requirements of SFAS No. 123, as amended. The following table illustrates the effect on net income if the fair-value-based
method had been applied to all awards in the three month and nine month periods ended November 2, 2002 and November 1, 2003:

|                                                                                                                               |  | Three Months Ended |       | Nine Months Ended
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ----- | -----------------
|
|Net income as reported                                                                                                         |  | $                  | 1,864 |                  
|Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax (1) |  |                    | 85    |                  
|                                                                                                                               |  |                    |       |                  
|Pro forma net income                                                                                                           |  | $                  | 1,779 |                  
|                                                                                                                               |  |                    |       |                  
|Pro forma basic net income per common share                                                                                    |  | $                  | 0.29  |                  
|                                                                                                                               |  |                    |       |                  
|Pro forma diluted net income per common share                                                                                  |  | $                  | 0.25  |                  
|                                                                                                                               |  |                    |       |                  

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7

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The
fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumption used for grants
in:

|                              |  | Three Months Ended |  | Nine Months Ended
|----------------------------- |  | ------------------ |  | -----------------
|
|Risk free interest rate       |  | 2.3% - 3.9%        |  | 3.5%             
|Expected volatility           |  | 69% - 81%          |  | 54%              
|Expected life                 |  | 2.5 - 7 Years      |  | 3 Years          
|Contractual life              |  | 3 - 10 Years       |  | 1 - 10 Years     
|Expected dividend yield       |  | %                 |  | %               
|Fair value of options granted |  | $10.76 - $11.88    |  | $17.77           
|# of Options granted          |  | 13                 |  | 100              

ReclassificationsCertain reclassifications have been made to the November 2, 2002 financial statements in order to
conform with the November 1, 2003 presentation.

3.     WORKING CAPITAL

The net change in operating working capital is composed of the following:

Nine Months EndedNovember 2, 2002

November 1, 2003(Increase) in accounts receivable, net

$
(2,507
)
$
(3,544
)(Increase) in inventories


(12,524
)

(51,322
)(Increase) in prepaids and other assets


(604
)

(1,701
)Increase in accounts payable


10,484


5,946Decrease in accrued expenses and other liabilities


551


586Net (increase) in operating working capital

$
(4,600
)
$
(50,035
)


8

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4.     EARNINGS PER SHARE

Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding for the periods. Diluted net income
per share is calculated by dividing net income by the diluted weighted average common shares, which reflects the potential dilution of stock options. The weighted average shares used to calculate
basic and diluted earnings per share are as follows:

|                                                |  | Three Months Ended |  | Nine Months Ended
|----------------------------------------------- |  | ------------------ |  | -----------------
|
|Weighted average shares outstanding for basic   |  | 6,188              |  | 6,702            
|Dilutive effect of stock options                |  | 934                |  | 808              
|                                                |  |                    |  |                  
|Weighted average shares outstanding for diluted |  | 7,122              |  | 7,510            
|                                                |  |                    |  |                  

The
Company uses the treasury method for calculating the dilutive effect of stock options. The effects on weighted average shares outstanding of options to purchase common stock of the
Company that were not included in the computation of diluted net income per share for the third quarters ended November 1, 2003 was 100 because the options were anti-dilutive.

5.     SEGMENT REPORTING

The Company has two reportable segments: stores and direct marketing. While each segment offers a similar mix of men's clothing to the retail customer, the stores
also provide alterations for all products.

The
accounting policies of the segments are the same as those described in the Company's February 1, 2003 Annual Report on Form 10-K. The Company evaluates
performance of the segments based on "four wall" contribution, which excludes any allocation of "management company" costs, distribution center costs (except order fulfillment costs which are
allocated to direct marketing), interest and income taxes.

The
Company's segments are strategic business units that offer similar products to the retail customer by two distinctively different methods. In stores the typical customer travels to
the store and purchases men's clothing and/or alterations and takes their purchases with them. The direct marketing customer receives a catalog in his or her home, office and/or visits the Company's
internet website and either calls, mails, faxes or places an order on-line. The merchandise is then shipped to the customer. Segment data is presented in the following table:

9

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Three months ended November 1, 2002

Stores

Direct Marketing

Other

TotalNet sales (a)

$
49,550

$
5,915

$
2,401

$
57,866Depreciation and amortization


1,065


15


390


1,470Operating income (b)


9,713


1,223


(7,432
)

3,504Capital expenditures (d)


2,111


3


278


2,392


Three months ended November 1, 2003

Stores

Direct Marketing

Other

TotalNet sales (a)

$
61,549

$
7,431

$
3,031

$
72,011Depreciation and amortization


1,290


17


352


1,659Operating income (b)


12,598


1,758


(8,854
)

5,502Capital expenditures (d)


3,148


0


351


3,499


Nine Months ended November 2, 2002

Stores

Direct Marketing

Other

TotalNet sales (a)

$
140,229

$
18,636

$
6,629

$
165,494Depreciation and amortization


2,999


46


1,099


4,144Operating income (b)


24,338


4,403


(20,255
)

8,486Identifiable assets (c)


81,781


13,646


31,665


127,092Capital expenditures (d)


4,597


11


2,457


7,065


Nine Months ended November 1, 2003

Stores

Direct Marketing

Other

TotalNet sales (a)

$
169,368

$
21,899

$
7,458

$
198,725Depreciation and amortization


3,538


48


1,556


5,142Operating income (b)


32,237


5,784


(24,656
)

13,365Identifiable assets (c)


93,828


25,593


70,904


190,325Capital expenditures (d)


10,494


6


2,214


12,714


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10

---

6.     LEGAL MATTERS

The Company has been named as a defendant in legal actions arising from its normal business activities. Although the outcome of these lawsuits or other
proceedings against the Company cannot be accurately predicted, the Company does not expect that any such liability will have a material adverse effect on the business, net assets or financial
position of the Company.

11

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The Company's statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company's control that can affect the Company's operating results, liquidity and
financial condition such as risks associated with economic, weather, public health and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and
pricing of goods sold, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from its global supplier base and other
competitive factors. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by
the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its
operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates, and assumes no
obligation to update any of the forward-looking statements. These risks should be carefully reviewed before making any investment decision.

The
following discussion should be read in conjunction with the attached condensed consolidated financial statements and notes thereto and with the Company's audited financial statements
and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended February 1, 2003.

OverviewFor the third quarter of the Company's fiscal year ending January 31, 2004 ("fiscal 2003"), the Company's net
income increased 53.6% to approximately $2.9 million compared with net income of approximately $1.9 million for the third quarter of the Company's fiscal year ended February 1,
2003 ("fiscal 2002"). The Company earned $0.38 per diluted share in the third quarter of fiscal 2003 compared with $0.26 per diluted share in the third quarter of fiscal 2002. As such, diluted
earnings per share increased 46.2% compared with the prior year period.

The
Company generated increased profits in both the stores and direct marketing segments in the third quarter of fiscal 2003 compared to the third quarter of 2002 driven by a 24.4%
increase in net sales over the third quarter of fiscal 2002 and higher gross profit margins. Gross profit margin increased 160 basis points in the third quarter of fiscal 2003 to 57.7% as compared
with 56.1% in the third quarter of 2002 because the Company continued to improve its sourcing of merchandise and management of retail prices and related markdowns.

The
Company opened 25 stores in the third quarter of fiscal 2003 and has opened 46 stores in the first nine months of fiscal 2003. Management believes the chain can grow to approximately
500 stores from the fiscal 2002 year-end base of 160 stores. The Company plans to open an additional 4 or 5 stores in fiscal 2003, between 50 to 75 stores in fiscal 2004 and between
75 to 100 stores each year thereafter to grow the chain to the 500 store level. However, the Company cannot make any assurances that it will open such number of stores. The store growth is part of a
strategic plan the Company initiated in fiscal 2000. In the past four years, the Company has continued to increase the amount of store openings as its infrastructure and performance improved.
Accordingly, the Company opened ten new stores in fiscal 2000 (including two factory stores), 21 new stores in fiscal 2001, 25 new stores in fiscal 2002 and expect to open 50 to 51 new stores in
fiscal 2003 (including 46 opened through November 1, 2003).

12

---

Results of Operations

The following table is derived from the Company's Condensed Consolidated Statements of Income and sets forth, for the periods indicated, the items included in the
Condensed Consolidated Statements of Income expressed as a percentage of net sales.

|                                         |  | Percentage of Net Sales
Three Months Ended |   | Percentage of Net Sales
Nine Months Ended |  
|---------------------------------------- |  | ------------------------------------------ | - | ----------------------------------------- | -
|
|Net sales                                |  | 100.0                                      | % | 100.0                                     | %
|Cost of goods sold                       |  | 43.9                                       |   | 42.3                                      |  
|                                         |  |                                            |   |                                           |  
|Gross profit                             |  | 56.1                                       |   | 57.7                                      |  
|General and administrative expenses      |  | 11.4                                       |   | 11.0                                      |  
|Sales and marketing expenses             |  | 38.3                                       |   | 38.2                                      |  
|Store opening costs                      |  | 0.4                                        |   | 0.9                                       |  
|                                         |  |                                            |   |                                           |  
|Operating income                         |  | 6.0                                        |   | 7.6                                       |  
|Interest expense, net                    |  | 0.5                                        |   | 0.6                                       |  
|                                         |  |                                            |   |                                           |  
|Income before provision for income taxes |  | 5.5                                        |   | 7.0                                       |  
|Provision for income taxes               |  | 2.3                                        |   | 3.0                                       |  
|                                         |  |                                            |   |                                           |  
|Net income                               |  | 3.2                                        | % | 4.0                                       | %
|                                         |  |                                            |   |                                           |  

Net SalesNet sales for the third quarter of fiscal 2003 increased 24.4%, to $72.0 million, compared with
$57.9 million in the third quarter of fiscal 2002. Comparable store sales increased 8.7% in the third quarter of fiscal 2003 as compared with the third quarter of fiscal 2002. Net sales for the
first nine months of fiscal 2003 increased 20.1%, to $198.7 million, compared with $165.5 million in the first nine months of fiscal 2002. Comparable store sales increased 7.2% in the
first nine months of fiscal 2003 as compared with the same period of fiscal 2002. The increases in net sales were driven primarily by increases in sales of suits, shirts and ties in the third quarter
and first nine months of fiscal 2003, as well as increases in sportswear and furnishings in the third quarter of fiscal 2003. For the first nine months of fiscal 2003, suits represented approximately
31% of total merchandise sales. Net sales also increased as a result of the opening of new stores as follows:

13

---

Three Months Ended

Nine Months EndedNovember 2, 2002

November 1, 2003

November 2, 2002

November 1, 2003Stores

Square
Feet*

Stores

Square
Feet*

Stores

Square
Feet*

Stores

Square
Feet*Stores open at the beginning of the period

143

773

181

940

135

735

160

846Stores opened

16

69

25

105

24

107

46

199Stores closed















Stores open at the end of the period

159

842

206

1,045

159

842

206

1,045


---

Comparable
store sales include merchandise sales generated in full-line and factory stores, excluding stores that had new stores opened in their immediate market area (within
zero to ten miles) in the past 12 months. New stores are added to the comparable store base at the beginning of the second fiscal year after they open. As such, a new store may be excluded from
comparable store sales for the first 13 to 23 months of operation. Franchise stores are not included in comparable store
sales. Comparable store sales include catalog purchases made by customers while shopping in stores which are included in the comparable store base.

Gross ProfitGross profit (net sales less cost of goods sold) as a percent of net sales increased 160 basis points in the
third quarter of fiscal 2003 to 57.7% from 56.1% for the third quarter of fiscal 2002 and increased 260 basis points to 56.5% in the first nine months of fiscal 2003 from 53.9% in the comparable
periods of the prior year. The increased gross profit percent is primarily due to the continued improvement in sourcing of merchandise and management of retail prices and related markdowns.

General and Administrative ExpensesGeneral and administrative expenses, which consist primarily of corporate payroll and
overhead and distribution center costs, increased $1.4 million in the third quarter of fiscal 2003 and increased $4.0 million in the first nine months of fiscal 2003 compared with the
comparable periods in fiscal 2002. The increases were due primarily to higher payroll, travel-related costs and other expenses related to business expansion and higher distribution center costs.

Sales and Marketing ExpensesSales and marketing expenses, which consist primarily of a) store, factory store and
direct marketing occupancy, b) selling and other variable costs and c) total Company advertising and marketing expenses, increased $5.3 million in the third quarter of fiscal 2003
and increased $13.3 million in the first nine months of fiscal 2003 as compared with the same periods of fiscal 2002. The increase in sales and marketing expenses in the 47 stores which opened
since the end of the third quarter of fiscal 2002 plus the incremental increase in expense in the 24 stores opened throughout the first nine months of fiscal 2002 were $4.5 million and
$11.3 million in the third quarter and nine months ended November 1, 2003, respectively. Sales and marketing expenses in the 118 stores which were open prior to fiscal 2002 were
$0.6 million and $1.8 million higher in the third quarter and

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nine
months ended November 1, 2003, respectively, than in the same periods in fiscal 2002 primarily as a result of higher sales commissions and increased occupancy costs.

Store Opening CostsStore opening costs increased $0.4 million and $0.8 million, respectively, during the third
quarter and first nine months of fiscal 2003, principally because the Company opened more new stores in these periods compared with the same periods of the prior year.

Interest Expense, netInterest expense, net increased $0.2 million in the third quarter of fiscal 2003 compared with
the same quarter of the prior year primarily due to a $23.2 million higher average outstanding debt balance in the current quarter. Interest expense, net increased $0.3 million for
the first nine months of fiscal 2003 compared with the same period last year as the average outstanding debt balance increased $13.8 million and the average interest rate decreased.

Income TaxesThe Company's effective tax rate, which consists of Federal and state income taxes, was 43.1% and 42.0% in the
fiscal third quarters of 2003 and 2002, respectively and 42.5% and 40.7% in the first nine months of fiscal 2003 and 2002. The increased tax rates in 2003 are primarily a result of higher state taxes
due to increased tax rates and disallowance of certain deductions and higher marginal Federal income tax rates as income extends into higher tax brackets.

Liquidity and Capital ResourcesThe Company maintains a $75 million bank line of credit (the "Credit Agreement"), that
extends until April 2006 which provides for a revolving loan whose limit is determined by a formula based on the Company's inventories and accounts receivable. The Company's availability in
excess of outstanding borrowings, as supported by the existing borrowing base under the Credit Agreement, was $35.0 million at November 1, 2003 compared with $43.1 million at the
same time in fiscal 2002. The decrease in availability was primarily a result of increased borrowings to support the increase in inventory levels necessitated by the Company's expansion and to build
the basic inventory levels. Total bank debt outstanding under the Credit Agreement, excluding mortgages and long-term notes, was $24.0 million at November 1, 2003 compared
with $6.5 million at the same time in fiscal 2002.

The
Credit Agreement includes a) financial covenants concerning (i) minimum earnings before interest, income taxes, depreciation and amortization (EBITDA) and
(ii) limitations on capital expenditures and additional indebtedness and b) a restriction on the payment of dividends. The financial covenants are in effect only if the Company's
availability in excess of outstanding borrowings is less than $10 million. The Company's availability in excess of outstanding borrowings, as supported by the existing borrowing base under its
Credit Agreement, was $35.0 million at November 1, 2003, and thus the covenants were not in effect. The Company cannot make any assurances that these covenants will not go into effect in
the future. Interest rates under the Credit Agreement are either at the prime rate or at LIBOR plus 1.5% at the Company's option. The Credit Agreement also includes provisions for a seasonal increase
in the advance rate used to determine the borrowing base amount.

The
Company has outstanding several notes that are payable in monthly installments, including a mortgage in connection with its corporate offices and distribution center, and secured
notes in connection with certain equipment. The aggregate amount outstanding under these notes at November 1, 2003 was $9.5 million as compared with $10.7 million as
November 2, 2002.

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The following table summarizes the Company's sources and uses of funds as reflected in the condensed consolidated statements of cash flows:

|                                                     |                      | Nine Months Ended |   
|---------------------------------------------------- | -------------------- | ----------------- | --
|
|Cash provided by (used in):                          |                      |                   |   
|                                                     | Operating activities |                   | $ 
|                                                     | Investing activities |                   |   
|                                                     | Financing activities |                   |   
|                                                     |                      |                   |   
|Net increase (decrease) in cash and cash equivalents |                      | $                 | 79
|                                                     |                      |                   |   

In
the first nine months of fiscal 2003, cash used in operating activities was $37.6 million due primarily to an increase in inventories of $51.3 million. This increase was
partially offset by an increase in net income exclusive of depreciation and amortization. Finished goods inventories increased $48.3 million during the first nine months of fiscal 2003,
primarily to support new stores. Raw material inventories (wool) increased $3.0 million in the first nine months of fiscal 2003 as a result of the Company's continuing effort to contract
directly with clothing manufacturers and cut out the middleman.

Inventories
at the end of the third quarter of fiscal 2003 were $129.6 million compared with $77.2 million at the end of the third quarter of fiscal 2002. The
$52.4 million increase in inventories since the end of the third quarter of fiscal 2002 was due primarily to the following:

Description

Amount
(in millions)The Company opened and stocked 47 new stores since the end of the third quarter of fiscal 2002

$
20.7Net increase in inventories purchased for new stores to be opened after the end of the third quarter of fiscal 2003


1.7Raw material (wool) added as part of the Company's increasing efforts to cut out the middleman (agent and brokers) in its inventory sourcing process to improve gross profit margin


7.1Inventory purchases as part of the Company's plan to increase comparable store inventories which the Company believed were too low at the end of the third quarter of 2002; comparable store inventories were increased by approximately 8% compared with
the desired levels of 2001 which the Company believes is the more appropriate operating levels  these levels are consistent with the comparable store sales increase of approximately 6% over the same time frame


10.6Inventory purchases as part of the Company's plan to increase the safety stock of certain basic products to develop flexibility in


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growing the chain by ensuring that inventory is readily available to support higher sales.


5.1Assortment expansion, seasonal clearance merchandise and other


7.2Total inventory increase (third quarter of 2003 compared with third quarter of 2002)

$
52.4


Cash
used in investing activities in the first nine months of fiscal 2003 was $12.7 million, which was $5.6 million higher than in the first nine months of fiscal 2002. The
increase was due primarily to the opening of 46 new stores in the first nine months of fiscal 2003, renovating four major stores and expanding the capacity of the distribution center to handle at
least 400 stores.

In
the first nine months of fiscal 2003, $42.5 million of cash was provided by financing activities primarily to support the increase in inventories necessitated by the Company's
expansion and to build the basic inventory levels. The source of these funds was $39.8 million from the Company's revolving loan under the Credit Agreement and $3.7 million from proceeds
of the exercise of stock options. Also, the Company used $0.9 million for the repayment of long-term debt.

For
fiscal 2003, the Company expects to spend between $16 to $17 million on capital expenditures, primarily to fund the opening of approximately 50 new stores (of which 46 have
been opened as of November 1, 2003), the renovation of four stores, an expansion of the distribution center capacity and the implementation of various systems initiatives. Capital expenditures
were $12.7 million for the first nine months of fiscal 2003.

The
estimated capital expenditures are net of negotiated landlord contributions to help fund the construction of leasehold improvements for new stores. These amounts are typically paid
by the landlords after the completion of construction by the Company and the receipt of appropriate lien waivers and other documents from contractors. For the stores opened in fiscal 2002, the Company
negotiated approximately $5.3 million of landlord contributions all of which have been collected, including $2.4 million which was collected in fiscal 2003. For the stores opened in the
first nine months of 2003, the Company negotiated $8.2 million of landlord contributions of which approximately $1.8 million were collected in the first nine months of 2003.

Management
believes the Company's cash from operations and availability under its Credit Agreement will be sufficient to fund its planned capital expenditures and operating expenses for
fiscal 2003. The Company expects to increase the current credit line to support growth beyond 2003.

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Critical accounting policies and estimatesIn preparing the consolidated financial statements, a number of assumptions and
estimates are made that, in the judgement of management, are proper in light of existing general economic and company-specific circumstances. For a detailed
discussion on the application of this and other accounting policies, see Note 1 in the Consolidated Financial Statements in the Company's February 1, 2003 Annual Report on
Form 10-K.



While
the Company has taken reasonable care in preparing these estimates and making these judgements, actual results could and probably will differ from the estimates. Management
believes any difference in the actual results from the estimates will not have a material effect upon the Company's financial position or results of operations.



At November 1, 2003, the Company had no derivative financial instruments. In addition, the Company does not believe it is materially at risk for changes in
market interest rates or foreign currency fluctuations. The Company's interest on borrowings under its Credit Agreement is at a variable rate based on the prime rate or a spread over the LIBOR.



CEO and CFO Certifications.Attached as exhibits to this quarterly report are the certifications of the CEO and the CFO
required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the "Certifications"). This section of the quarterly report contains the information
concerning the evaluation of Disclosure Controls and changes to Internal Controls over Financial Reporting referred to in the Certifications and this information should be read in conjunction with the
Certifications for a more complete understanding of the topics presented.

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Disclosure Controls.Disclosure Controls are procedures that are designed for the purpose of ensuring that information
required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934 (such as this quarterly report), is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.

Internal Controls over Financial Reporting.Internal Controls over Financial Reporting means a process designed by, or under
the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles
generally accepted in the United States of America ("GAAP"), and includes those policies and procedures that:

pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material
effect on the Company's consolidated financial statements.

Limitations on the Effectiveness of Controls.The Company's management, including the CEO and CFO, does not expect that the
Company's Disclosure Controls or Internal Controls over Financial Reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met.
Because of the limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been
detected. Further, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.

Conclusions Regarding Disclosure Controls.Based upon the required evaluation of Disclosure Controls as of November 1,
2003, the CEO and CFO have concluded that, subject to the limitations noted above, the Company's Disclosure Controls are effective to ensure that material information relating to the Company and its
consolidated subsidiaries is made known to management, including the CEO and CFO.

Changes in Internal Controls over Financial Reporting.In accordance with the SEC's requirements, the CEO and the CFO note
that, during the quarter ended November 1, 2003, there have been no significant changes in Internal Controls over Financial Reporting or in other factors that have materially affected or are
reasonably likely to materially affect Internal Controls over Financial Reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

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There
have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company
completed its evaluation.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The Company has been named as a defendant in legal actions arising from its normal business activities. Although the outcome of these lawsuits or other
proceedings against the Company cannot be accurately predicted, the Company does not expect that any such liability will have a material adverse effect on the business, net assets or financial
position of the Company.

Item 6.    Exhibits and Reports on Form 8-K

10.22

Third Amendment to Employment Agreement dated October 2, 2003 between Robert N. Wildrick and the Company.31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14(a).31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14(a).32.1

Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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.

|Dated: December 16, 2003 |  | Jos. A. Bank Clothiers, Inc.
(Registrant)                                          
|------------------------ |  | -----------------------------------------------------------------------------------
|                         |  |                                                                                    
|                         |  | /s/DAVID E. ULLMANDavid E. Ullman
Executive Vice President, Chief Financial Officer

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