United States Securities and Exchange CommissionWashington, DC 20549

FORM 10-Q

|[x] |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|--- |  | ----------------------------------------------------------------------------------------
|    |  | For the quarterly period ended July 29, 2006.                                           
|    |  |                                                                                         
|    |  | or                                                                                      
|    |  |                                                                                         
|[_] |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|    |  | Commission File Number 0-23874                                                          

Jos. A. Bank Clothiers, Inc.(Exact name of registrant as specified in its charter)

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

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

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

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 for 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[x]    No[_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act):

|Large accelerated filer[_] |  | Accelerated filer[x] |  | Non-accelerated filer [_]
|-------------------------- |  | -------------------- |  | -------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes[_]    No[x]

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 September 1, 2006 | 
| | ---------------------------- |  | ----------------------------------- | 
| |                              |  |                                     | 
| | Common Stock, $.01 par value |  | 18,015,826                          | 

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Index

|              |  |                                                                                  |  |                                                                                       |  | Page No.
|------------- |  | -------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --------
|              |  |                                                                                  |  |                                                                                       |  |         
|Part I.       |  | Financial Information                                                            |  |                                                                                      
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 1.                                                                          |  | Condensed Consolidated Unaudited Financial Statements                                 |  | 3       
|              |  |                                                                                  |  |                                                                                      
|              |  | Condensed Consolidated Statements of Income  Three and Six Months ended         |  |                                                                                      
|              |  |                                                                                  |  | July 30, 2005 and July 29, 2006                                                       |  | 3       
|              |  |                                                                                  |  |                                                                                      
|              |  | Condensed Consolidated Balance Sheets  as of January 28, 2006 and July 29, 2006 |  | 4                                                                                    
|              |  |                                                                                  |  |                                                                                      
|              |  | Condensed Consolidated Statements of Cash Flows  Six Months ended               |  |                                                                                      
|              |  |                                                                                  |  | July 30, 2005 and July 29, 2006                                                       |  | 5       
|              |  |                                                                                  |  |                                                                                      
|              |  | Notes to Condensed Consolidated Financial Statements                             |  | 6                                                                                    
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 2.                                                                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13      
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 3.                                                                          |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 18      
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 4.                                                                          |  | Controls and Procedures                                                               |  | 19      
|              |  |                                                                                  |  |                                                                                      
|Part II.      |  | Other Information                                                                |  | 19                                                                                   
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 1.                                                                          |  | Legal Proceedings                                                                     |  | 19      
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 1A.                                                                         |  | Risk Factors                                                                          |  | 20      
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 4.                                                                          |  | Submission of Matters to a Vote of Security Holders                                   |  | 20      
|              |  |                                                                                  |  |                                                                                       |  |         
|              |  | Item 6.                                                                          |  | Exhibits                                                                              |  | 21      
|Signature     |  |                                                                                  |  | 21                                                                                   
|              |  |                                                                                  |  |                                                                                      
|Exhibit Index |  |                                                                                  |  | 22                                                                                   

2

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|PART I. |  | FINANCIAL INFORMATION                                
|------- |  | -----------------------------------------------------
|        |  |                                                      
|Item 1. |  | Condensed Consolidated Unaudited Financial Statements

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

|                                         |  | Three Months Ended |        | Six Months Ended
|---------------------------------------- |  | ------------------ | ------ | ----------------
|                                         |  |                    |        |                 
|                                         |  | July 30, 2005      |        | July 29, 2006   
|                                         |  |                    |        |                 
|                                        
|Net sales                                |  | $                  | 98,588 |                 
|Cost of goods sold                       |  |                    | 37,410 |                 
|                                         |  |                    |        |                 
|Gross Profit                             |  |                    | 61,178 |                 
|                                         |  |                    |        |                 
|                                        
|Operating expenses:                      |  |                    |        |                 
|Sales and marketing                      |  |                    | 40,834 |                 
|General and administrative               |  |                    | 10,840 |                 
|Store opening costs                      |  |                    | 107    |                 
|                                         |  |                    |        |                 
|Total operating expenses                 |  |                    | 51,781 |                 
|                                         |  |                    |        |                 
|                                        
|Operating income                         |  |                    | 9,397  |                 
|                                        
|Interest expense, net                    |  |                    | 341    |                 
|                                         |  |                    |        |                 
|                                        
|Income before provision for income taxes |  |                    | 9,056  |                 
|Provision for income taxes               |  |                    | 3,717  |                 
|                                         |  |                    |        |                 
|                                        
|Net income                               |  | $                  | 5,339  |                 
|                                         |  |                    |        |                 
|                                        
|Earnings per share:                      |  |                    |        |                 
|Net income per share:                    |  |                    |        |                 
|Basic                                    |  | $                  | 0.31   |                 
|Diluted                                  |  | $                  | 0.30   |                 
|Weighted average shares outstanding:     |  |                    |        |                 
|Basic                                    |  |                    | 16,960 |                 
|Diluted                                  |  |                    | 18,001 |                 
|                                        
|See accompanying notes.                 

3

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIESCondensed Consolidated Balance Sheets(In Thousands) 
(Unaudited)

|                                           |  | January 28, 2006 |         | July 29, 2006
|------------------------------------------ |  | ---------------- | ------- | -------------
|                                           |  |                  |         |              
|                                          
|ASSETS                                     |  |                  |         |              
|CURRENT ASSETS:                            |  |                  |         |              
|Cash and cash equivalents                  |  | $                | 7,344   |              
|Accounts receivable, net                   |  |                  | 6,455   |              
|Inventories:                               |  |                  |         |              
|Raw materials                              |  |                  | 7,574   |              
|Finished goods                             |  |                  | 169,068 |              
|                                           |  |                  |         |              
|Total inventories                          |  |                  | 176,642 |              
|Prepaid expenses and other current assets  |  |                  | 12,852  |              
|Prepaid income taxes                       |  |                  |        |              
|                                           |  |                  |         |              
|Total current assets                       |  |                  | 203,293 |              
|                                           |  |                  |         |              
|                                          
|NONCURRENT ASSETS:                         |  |                  |         |              
|Property, plant and equipment, net         |  |                  | 100,973 |              
|Other noncurrent assets                    |  |                  | 566     |              
|                                           |  |                  |         |              
|Total assets                               |  | $                | 304,832 |              
|                                           |  |                  |         |              
|                                          
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |                  |         |              
|                                          
|CURRENT LIABILITIES:                       |  |                  |         |              
|Accounts payable                           |  | $                | 42,678  |              
|Accrued expenses                           |  |                  | 52,480  |              
|Current portion of long-term debt          |  |                  | 971     |              
|Deferred tax liability  current           |  |                  | 10,954  |              
|                                           |  |                  |         |              
|Total current liabilities                  |  |                  | 107,083 |              
|                                          
|NONCURRENT LIABILITIES:                    |  |                  |         |              
|Long-term debt, net of current portion     |  |                  | 4,826   |              
|Noncurrent lease obligations               |  |                  | 35,007  |              
|Deferred tax liability  noncurrent        |  |                  | 2,697   |              
|Other noncurrent liabilities               |  |                  | 1,419   |              
|                                           |  |                  |         |              
|Total liabilities                          |  |                  | 151,032 |              
|                                           |  |                  |         |              
|                                          
|COMMITMENTS AND CONTINGENCIES              |  |                  |         |              
|                                          
|STOCKHOLDERS EQUITY:                      |  |                  |         |              
|Common stock                               |  |                  | 173     |              
|Additional paid-in capital                 |  |                  | 66,757  |              
|Retained earnings                          |  |                  | 86,870  |              
|                                           |  |                  |         |              
|Total stockholders equity                 |  |                  | 153,800 |              
|                                           |  |                  |         |              
|Total liabilities and stockholders equity |  | $                | 304,832 |              
|                                           |  |                  |         |              
|                                          
|See accompanying notes.                   

4

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

(Unaudited)

|                                                                              |  | Six Months Ended |        
|----------------------------------------------------------------------------- |  | ---------------- | -------
|                                                                              |  |                  |        
|                                                                              |  | July 30, 2005    |        
|                                                                              |  |                  |        
|                                                                             
|Cash flows from operating activities:                                         |  |                  |        
|Net income                                                                    |  | $                | 12,076 
|Adjustments to reconcile net income to net cash used in operating activities: |  |                  |        
|Increase in deferred income taxes                                             |  |                  | 7,923  
|Depreciation and amortization                                                 |  |                  | 6,285  
|Loss on disposals of plant and equipment                                      |  |                  | 24     
|Income tax benefit from exercise of stock options                             |  |                  | 2,702  
|Net increase in operating working capital and other components                |  |                  | (30,629
|                                                                              |  |                  |        
|                                                                             
|Net cash used in operating activities                                         |  |                  | (1,619 
|                                                                              |  |                  |        
|                                                                             
|Cash flows from investing activities:                                         |  |                  |        
|Capital expenditures                                                          |  |                  | (11,880
|                                                                              |  |                  |        
|                                                                             
|Net cash used in investing activities                                         |  |                  | (11,880
|                                                                              |  |                  |        
|                                                                             
|Cash flows from financing activities:                                         |  |                  |        
|Borrowings under long-term Credit Agreement                                   |  |                  | 42,379 
|Repayments under long-term Credit Agreement                                   |  |                  | (29,376
|Income tax benefit from exercise of stock options                             |  |                  |       
|Proceeds from issuance of long-term debt                                      |  |                  |       
|Repayment of other long-term debt                                             |  |                  | (457   
|Net proceeds from exercise of stock options                                   |  |                  | 600    
|                                                                              |  |                  |        
|                                                                             
|Net cash provided by financing activities                                     |  |                  | 13,146 
|                                                                              |  |                  |        
|                                                                             
|Net decrease in cash and cash equivalents                                     |  |                  | (353   
|                                                                             
|Cash and cash equivalents  beginning of period                               |  |                  | 1,425  
|                                                                              |  |                  |        
|                                                                             
|Cash and cash equivalents  end of period                                     |  | $                | 1,072  
|                                                                              |  |                  |        
|                                                                             
|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, or as Otherwise Noted)

|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Jos. A. Bank Clothiers, Inc. (the Company) is a nationwide retailer of classic mens apparel through conventional retail stores and catalog and Internet direct marketing. The Condensed 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 fiscal year. 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 the operating results for these periods. These adjustments are of a normal recurring nature.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X and therefore do not include all of the information and footnotes required by accounting principles accepted in the United States for comparable annual financial statements. 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 Annual Report on Form 10-K for the fiscal
year ended January 28, 2006 (fiscal 2005).                                                                                       
|  
|   | Reclassifications-Certain amounts for the three and six months ended July 30, 2005 have been reclassified to conform with the
presentation in the three and six months ended July 29, 2006. The Company reclassified certain advertising costs between sales and marketing expense and store opening costs in the accompanying unaudited Condensed Consolidated Statements of
Income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | Inventories- The Company records inventory at the lower of cost or market (LCM). Cost is determined using the first-in, first-out method. The Company capitalizes
into inventory certain warehousing and freight delivery costs associated with shipping its merchandise to the point of sale. The Company periodically reviews quantities of inventories on hand and compares these amounts to the expected sale of each
product. The Company records a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to net realizable value.                                                                                                                                                                                                                                                                                          
|  
|   | Vendor Rebates- The Company receives credits from vendors in connection with inventory purchases. The credits are separately negotiated with each vendor. Substantially all of
these credits are earned in one of two ways: a) as a fixed percentage of purchases when an invoice is paid or b) as an agreed-upon amount in the month a new store is opened. There are no contingent minimum purchase amounts, milestones or other
contingencies that are required to be met to earn the credits. The credits described in a) above are recorded as a reduction to inventories in the Condensed Consolidated Balance Sheet as the inventories are purchased and the credits described in b)
above are recorded as a reduction to inventories as new stores are opened. In both cases, the credits are recognized as reductions to cost of goods sold as the product is sold.
|  
|   | Landlord Contributions- Landlord contributions are accounted for as an increase to noncurrent lease obligations and as an increase to prepaid and other current assets until
collected. When collected, the Company records cash and reduces the prepaid and other current assets account. The landlord contributions are presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The noncurrent
lease obligations are amortized over the life of the lease in a manner that is consistent with the Companys policy to straight-line rent expense over the term of the lease. The amortization is recorded as a reduction to sales and marketing
expense which is consistent with the classification of lease expense.                                                                                                                  
|  
|   | Recently Issued Accounting Standards In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48). FIN 48 is an interpretation of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  

6

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|   | FASB Statement No. 109, Accounting for Income Taxes, that prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In addition, FIN 48 requires expanded disclosure with respect to the uncertainty in income taxes and is effective as of the beginning of our 2007 fiscal year. The Company is currently evaluating the impact, if any, that FIN 48 will have on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In June 2006, the FASB Emerging Issues Task Force ratified EITF No. 06-3, How Sales Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation).The Task Force reached a consensus that a company should disclose its accounting policy (i.e., gross or net presentation) regarding presentation of taxes within the scope of this Issue. If taxes included in gross revenues are significant, a company should disclose the amount of such taxes for each period for which an income statement is presented. The consensus is effective for the first annual or interim reporting period beginning after December 15, 2006. The disclosures are required for annual and interim financial statements for each period for which an income statement is presented. The Company is currently evaluating the impact, if any, that EITF No. 06-3 will have on its financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In October 2005, the FASB issued FASB Staff Position No. 13-1,Accounting for Rental Costs Incurred during a Construction Period(FSP SFAS 13-1). FSP SFAS 13-1 concludes that there is no distinction between the right to use a leased asset during and after the construction period; therefore rental costs incurred during the construction period should be recognized as rental expense and deducted from income from continuing operations. FSP SFAS 13-1 is effective for the first reporting period beginning after December 15, 2005, although early adoption is permitted. The adoption of FSP SFAS 13-1 in the first quarter of fiscal year ending February 3, 2007 (fiscal 2006) had no effect on the Companys consolidated financial statements.                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In May 2005, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 154,Accounting Changes and Error Corrections, (SFAS 154) which replaces Accounting Principles Board (APB) Opinion No. 20, Accounting Changes, and SFAS No. 3,Reporting Accounting Changes in Interim Financial Statements. SFAS 154 applies to all voluntary changes in accounting principles and requires retrospective application (a term defined by the statement) to prior periods financial statements, unless it is impracticable to determine the effect of a change. It also applies to changes required by an accounting pronouncement that does not include specific transition provisions. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS 154 in the first and second quarters of fiscal 2006 had no effect on the Companys consolidated financial statements.         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In November 2004, FASB issued SFAS No. 151, Inventory Costs (SFAS 151) which is an amendment of Accounting Research Bulletin No. 43,Inventory Pricing. SFAS 151 requires all companies to recognize a current-period charge for abnormal amounts of idle facility expenses, freight, handling costs and wasted materials. This statement also requires that the allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after June 15, 2005. The adoption of SFAS 151 in the first quarter of fiscal 2006 had no effect on the Companys consolidated financial statements.                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | SUPPLEMENTAL CASH FLOW DISCLOSURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | The net change in operating working capital and other components consist of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                                                              |  | Six Months Ended |              
|------------------------------------------------------------- |  | ---------------- | -------------
|                                                              |  |                  |              
|                                                              |  |                  | July 30, 2005
|                                                              |  |                  |              
|                                                             
|Increase in accounts receivable                               |  | $                | (655         
|Increase in inventories                                       |  |                  | (44,561      
|(Increase) decrease in prepaids and other assets              |  |                  | 1,053        
|Increase (decrease) in accounts payable                       |  |                  | 17,561       
|Decrease in accrued expenses and other liabilities            |  |                  | (4,611       
|Increase in noncurrent lease liabilities and other noncurrent |  |                  |              
|liabilities                                                   |  |                  | 584          
|                                                              |  |                  |              
|                                                             
|Net increase in operating working capital and other           |  | $                | (30,629      
|                                                              |  |                  |              

7

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|Interest and Income Taxes Paid:                 |  |                  |       |               |   |       
|----------------------------------------------- |  | ---------------- | ----- | ------------- | - | ------
|                                                |  | Six Months Ended
|                                                |  |                  |      
|                                                |  | July 30, 2005    |       | July 29, 2006
|                                                |  |                  |       |               |   |       
|                                               
|Interest and income taxes paid were as follows: |  |                  |       |               |   |       
|Interest paid                                   |  | $                | 613   |               | $ | 616   
|Income taxes paid                               |  | $                | 1,712 |               | $ | 15,942

|4. | INCENTIVE STOCK OPTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Effective January 28, 1994, the Company adopted an Incentive Plan (the 1994 Plan). The 1994 Plan generally provides for the granting of stock, stock options, stock appreciation rights, restricted shares or any
combination of the foregoing to the eligible participants, as defined for issuance of up to 2,238 shares of common stock in the aggregate, of which all had been granted as of January 29, 2005 (fiscal 2004). On September 14, 1999, the
Company adopted an Incentive Plan (the 1999 Plan) which provides for the issuance of up to 1,406 shares of common stock in the aggregate, of which all had been granted as of the end of fiscal 2004. In March 2002, the Company adopted an
Incentive Plan (the 2002 Plan and together with the 1994 Plan and the 1999 Plan, the Plans) which provides for issuance of up to 937 shares of common stock in the aggregate, of which all had been granted as of January 28,
2006. The exercise price of an option granted under both the 1994 Plan and the 2002 Plan may not be less than the fair market value of the underlying shares of Common Stock on the date of grant, and employee options expire at the earlier of
termination of employment or ten years from the date of grant. All options covered under the 1994 Plan, 1999 Plan and the 2002 Plan were fully vested as of January 28, 2006.
|  
|   | The aggregate number of shares of Common Stock as to which awards may be granted under any of the Companys Plans, the number of shares of Common Stock covered by each outstanding award under the Plans and the price
per share of Common Stock in each outstanding award, are to be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment,
or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Company, or other change in corporate or capital structure; provided, however, that any fractional shares resulting
from any such adjustment are to be eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  

|Changes in options outstanding were as follows: |  |               |   |               |   |                  |  |           |   |  |   |         
|----------------------------------------------- |  | ------------- | - | ------------- | - | ---------------- |  | --------- | - |  | - | --------
|                                               
|                                                |  |               |   |               |   | Six Months Ended |  |           |   | 
|                                                |  |               |   |               |   |                  |  |           |   | 
|                                                |  | July 30, 2005 |   | July 29, 2006
|                                                |  |               |   |              
|                                                |  |               |   |               |   | Weighted         |  |           |   |  |   | Weighted
|                                                |  |               |   |               |   | Average          |  |           |   |  |   | Average 
|                                                |  |               |   |               |   | Exercise         |  |           |   |  |   | Exercise
|                                                |  | Shares        |   |               |   | Price            |  | Shares    |   |  |   | Price   
|                                                |  |               |   |               |   |                  |  |           |   |  |   |         
|Outstanding at beginning of year                |  | 1,758         |   |               | $ | 8.22             |  | 1,334     |   |  | $ | 10.34   
|Granted                                         |  | 36            |   |               | $ | 26.29            |  |          |   |  | $ |        
|Exercised                                       |  | (231          | ) |               | $ | 2.60             |  | (732      | ) |  | $ | 9.68    
|Canceled                                        |  |              |   |               | $ |                 |  |          |   |  | $ |        
|                                                |  |               |   |               |   |                  |  |           |   |  |   |         
|Outstanding at end of the period                |  | 1,563         |   |               | $ | 9.47             |  | 602       |   |  | $ | 11.15   
|                                                |  |               |   |               |   |                  |  |           |   |  |   |         
|                                               
|Weighted Average Life Remaining                 |  | 7.1 years     |   |               |   |                  |  | 6.4 years |   |  |   |         
|                                                |  |               |   |               |   |                  |  |           |   |  |   |         

|
|
|



8

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SFAS 123R changes the presentation of realized excess tax benefits associated with the exercise of stock options in the statements of cash flows. Excess tax benefits are realized tax benefits from tax deductions for the
exercise of stock options in excess of the deferred tax asset attributable to stock compensation expense for such options. Prior to the adoption of SFAS 123R, such realized tax benefits were required to be presented as operating cash flows. SFAS
123R requires such realized tax benefits to be presented as part of cash flows from financing activities. For the six months ended July 30, 2005 and July 29, 2006, tax benefits realized from stock option exercises totaled $2,702 and $5,279,
respectively.

Prior to fiscal 2006, the Company accounted for grants of stock rights in accordance with APB 25 and provided pro forma effects of SFAS 123 in accordance with SFAS 148. To account for its fixed-plan stock options, the
Company applied the intrinsic-value-based method of accounting prescribed by APB 25, and related interpretations including Financial Accounting Standards Board Interpretation No. 44,Accounting for Certain
Transactions Involving Stock Compensation, issued in March 2000. Under this method, compensation expense is recorded on the date of grant only if the then-current market price of the underlying stock exceeds the
exercise price. Historically, the Company has issued all options at the market price on the date of grant. There was no stock-based compensation expense recognized in the Condensed Consolidated Statements of Income for the three and six month
periods ended July 30, 2005 and July 29, 2006. SFAS 123, as amended by SFAS 148, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS 123
prior to adoption of SFAS 123R, the Company elected to apply the intrinsic-value-based method of accounting described above, and adopted only the disclosure requirements of SFAS 123 as amended by SFAS 148. The following table illustrates the effect
on net income if the fair-value-based method had been applied to all outstanding and unvested awards in the three and six months ended July 30, 2005 and compensation expense had been recorded:

|                                               |  |   | Three Months Ended |  |   | Six Months Ended
|---------------------------------------------- |  | - | ------------------ |  | - | ----------------
|                                               |  |   | July 30, 2005      |  |   | July 30, 2005   
|                                               |  |   |                    |  |   |                 
|Net income as reported                         |  | $ | 5,339              |  | $ | 12,076          
|Deduct total stock-based employee compensation |  |   |                    |  |   |                 
|expense determined under fair-value-based      |  |   |                    |  |   |                 
|method for all awards, net of tax              |  |   | 54                 |  |   | 134             
|                                               |  |   |                    |  |   |                 
|Pro forma net income                           |  | $ | 5,285              |  | $ | 11,942          
|                                               |  |   |                    |  |   |                 
|Pro forma basic net income per common share    |  | $ | 0.31               |  | $ | 0.71            
|                                               |  |   |                    |  |   |                 
|Pro forma diluted net income per common share  |  | $ | 0.29               |  | $ | 0.67            
|                                               |  |   |                    |  |   |                 

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 the six months ended July 30,
2005. For the three and six months ended July 29, 2006, there were no stock options granted.

|                              |  |                      |  |                  | 
|----------------------------- |  | -------------------- |  | ---------------- | 
|                              |  | Three Months Ended   |  | Six Months Ended | 
|                              |  | July 30, 2005        |  | July 30, 2005    | 
|                              |  |                      |  |                  | 
|                              |  | (no options granted) |  |                  | 
|Risk free interest rate       |  |                     |  | 3.88%            | 
|Expected volatility           |  |                     |  | 34               | 
|Expected life                 |  |                     |  | 3 years          | 
|Contractual life              |  |                     |  | 10 years         | 
|Expected dividend yield       |  |                     |  | 0.0%             | 
|Fair value of options granted |  |                     |  | $26.29           | 
|# of options granted          |  |                     |  | 36               | 

9

---



|5.  EARNINGS PER SHARE
|----------------------
|                      
|                      
|                      

|                                    |  | Three Months Ended |  | Six Months Ended
|----------------------------------- |  | ------------------ |  | ----------------
|                                    |  |                    |  |                 
|                                    |  | July 30, 2005      |  | July 29, 2006   
|                                    |  |                    |  |                 
|                                   
|Weighted average shares outstanding |  |                    |  |                 
|for basic                           |  | 16,960             |  | 18,001          
|                                   
|Dilutive effect of stock options    |  | 1,041              |  | 338             
|                                    |  |                    |  |                 
|                                   
|Weighted average shares outstanding |  |                    |  |                 
|for diluted                         |  | 18,001             |  | 18,339          
|                                    |  |                    |  |                 

|   | The Company uses the treasury method for calculating the dilutive effect of stock options. There were no anti-dilutive options as of July 30, 2005 and July 29, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. | LOAN AMENDMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | In the second quarter of fiscal 2006, the Company and its bank amended the credit agreement (as so amended, the Credit Agreement). The amendment extends the credit facilitys term to April 2010, establishes
a more favorable Borrowing Base formula and reduces the variable interest rates and unused credit line fees. Except as otherwise described below, the maximum amount which may be borrowed under the credit facility is $100 million, even if the
Borrowing Base will support a higher amount. Subject to certain limitations, the Company may increase the maximum amount to $125 million upon request made by April 30, 2008. Interest rates under the Credit Agreement vary with the prime rate or
LIBOR and may include a spread over or under the applicable rate. The spreads, if any, are based upon the Companys excess availability from time to time. The average interest rate was 6.6% for the three months ended July 29, 2006. The loan
covenants under the Credit Agreement remain unchanged and as of July 29, 2006, the Company was in compliance with all loan covenants. The borrowings under the Credit Agreement totaled $1.0 million as of July 29, 2006.
|  
|7. | SEGMENT REPORTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | The Company has two reportable segments: stores and direct marketing. The Stores segment includes all Company owned stores excluding factory stores. The Direct Marketing segment includes all sales through catalog and
Internet. Each segment offers a similar mix of mens clothing to the retail customer. In addition, the stores segment provides complete alterations, while the direct marketing segment only provides certain alterations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | The accounting policies of the segments are the same as those described in the Companys Annual Report on Form 10- K for the fiscal year ended January 28, 2006. 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 and/or office and/or visits our web page via the Internet and places an order by phone, mail, fax or online. The merchandise is then shipped to
the customer.                                                                                                                                                                                                                       
|  

10

---



|Segment data is presented in the following table: |  |        |         |                  |   |        |  |   |         |  
|------------------------------------------------- |  | ------ | ------- | ---------------- | - | ------ |  | - | ------- | -
|                                                 
|Three months ended July 29, 2006                  |  |        |         |                  |   |        |  |   |         |  
|                                                 
|                                                  |  | Stores |         | Direct Marketing |   | Other  |  |   | Total  
|                                                  |  |        |         |                  |   |        |  |   |         |  
|                                                 
|Net sales(a)                                      |  | $      | 104,776 |                  | $ | 11,642 |  | $ | 2,680   |  
|Depreciation and amortization                     |  |        | 3,261   |                  |   | 18     |  |   | 577     |  
|Operating income (loss)(b)                        |  |        | 20,794  |                  |   | 4,485  |  |   | (12,980 | )
|Capital expenditures(d)                           |  |        | 6,444   |                  |   | 19     |  |   | 500     |  
|                                                 
|Three months ended July 30, 2005                  |  |        |         |                  |   |        |  |   |         |  
|                                                 
|                                                  |  | Stores |         | Direct Marketing |   | Other  |  |   | Total  
|                                                  |  |        |         |                  |   |        |  |   |         |  
|                                                 
|Net sales(a)                                      |  | $      | 86,126  |                  | $ | 9,857  |  | $ | 2,605   |  
|Depreciation and amortization                     |  |        | 2,664   |                  |   | 18     |  |   | 524     |  
|Operating income (loss)(b)                        |  |        | 17,282  |                  |   | 3,405  |  |   | (11,290 | )
|Capital expenditures(d)                           |  |        | 5,755   |                  |   | 9      |  |   | 984     |  
|                                                 
|                                                 
|Six Months ended July 29, 2006                    |  |        |         |                  |   |        |  |   |         |  
|                                                 
|                                                  |  | Stores |         | Direct Marketing |   | Other  |  |   | Total  
|                                                  |  |        |         |                  |   |        |  |   |         |  
|                                                 
|Net sales(a)                                      |  | $      | 204,209 |                  | $ | 23,352 |  | $ | 5,202   |  
|Depreciation and amortization                     |  |        | 6,360   |                  |   | 36     |  |   | 1,146   |  
|Operating income (loss)(b)                        |  |        | 39,216  |                  |   | 9,249  |  |   | (25,731 | )
|Identifiable assets(c)                            |  |        | 264,436 |                  |   | 41,478 |  |   | 15,828  |  
|Capital expenditures(d)                           |  |        | 11,921  |                  |   | 19     |  |   | 959     |  
|                                                 
|Six Months ended July 30, 2005                    |  |        |         |                  |   |        |  |   |         |  
|                                                 
|                                                  |  | Stores |         | Direct Marketing |   | Other  |  |   | Total  
|                                                  |  |        |         |                  |   |        |  |   |         |  
|                                                 
|Net sales(a)                                      |  | $      | 170,808 |                  | $ | 19,176 |  | $ | 5,179   |  
|Depreciation and amortization                     |  |        | 5,232   |                  |   | 35     |  |   | 1,018   |  
|Operating income (loss)(b)                        |  |        | 35,958  |                  |   | 6,792  |  |   | (21,571 | )
|Identifiable assets(c)                            |  |        | 227,743 |                  |   | 35,318 |  |   | 16,544  |  
|Capital expenditures(d)                           |  |        | 10,758  |                  |   | 9      |  |   | 1,113   |  

---

|(a) | Direct Marketing net sales represent catalog and Internet sales including catalog orders placed in new stores. Net sales from segments below the quantitative thresholds are attributable primarily to three operating segments
of the Company. Those segments are factory stores, franchise stores and regional tailor shops. None of these segments have ever met any of the quantitative thresholds for determining reportable segments and are included in
Other.                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | Operating income for Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution center (which are included in the Other segment),
interest and income taxes.Total operating income represents profit before interest and income taxes.                                                                                                                                                                        
|   
|(c) | Identifiable assets include cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets and property, plant and equipment residing in or related to the reportable segment. Assets
included in Other are primarily cash and cash equivalents, property, plant and equipment associated with the corporate office and distribution center, deferred tax assets, and inventories, which have not been assigned to one of the reportable
segments.
|   
|(d) | Capital expenditures include purchases of property, plant and equipment made for the reportable segment.                                                                                                                                                                                                                                                                                                                                                                                  
|   

11

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|8. | COMMON STOCK DIVIDENDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On December 14, 2005, the Companys Board of Directors declared a 25% common stock dividend payable on February 15, 2006 to stockholders of record as of January 27, 2006. In conjunction with the distribution of the
stock dividend, the Company retired all of its previously held shares of treasury stock. All historical weighted average share and per share amounts and all references to the number of common shares elsewhere in the consolidated financial
statements, and notes thereto, have been restated to reflect the stock dividend.                                                                                                                                                                                                             
|  
|9. | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | On July 24, 2006, a lawsuit was filed against the Company and its Chief Executive Officer in the United States District Court for the District of Maryland by Roy T. Lefkoe, Civil Action Number 1:06-cv-01892-WMN (the
Lefkoe Action). The lawsuit purports to be a class action on behalf of purchasers of the Company's stock from January 5, 2006 through June 6, 2006. The lawsuit purports to make claims under Sections 10(b) and 20(a) and Rule 10b-5 of the
Securities Exchange Act of 1934, based on the Company's disclosures during the time period described above. It seeks unspecified damages, costs, and attorneys' fees. The Company intends to defend the matter vigorously.                                                                  
|  
|   | On August 3, 2006, a lawsuit substantially similar to the Lefkoe Action was filed in the United States District Court for the District of Maryland by Tewas Trust UAD 9/23/86, Civil Action Number 1:06-cv-02011-WMN (the
Tewas Trust Action). The Tewas Trust Action was filed against the same defendants as those in the Lefkow Action and purports to assert the same claims and seek the same relief. The Company intends to defend the matter
vigorously.                                                                                                                                                                                                                                                                                                  
|  
|   | On August 14, 2006, a lawsuit was filed against the Companys directors and, as nominal defendant, the Company in the United States District Court for the District of Maryland by Glenn Hutton, Civil Action Number
1:06-cv-02095- BEL (the Hutton Action). The lawsuit purports to be a shareholder derivative action. The lawsuit purports to make claims for various violations of state law that allegedly occurred from January 5, 2006 through the present.
It seeks on behalf of the Company against the directors unspecified damages, costs, and attorneys fees. The defendants intend to defend the matter vigorously.                                                                                                                               
|  
|   | On August 28, 2006, a lawsuit substantially similar to the Hutton Action was filed in the United States District Court for the District of Maryland by Robert Kemp, Civil Action Number 1:06-cv-02232-BEL (the Kemp Action).
The Kemp Action was filed against the same defendants as those in the Hutton Action and purports to assert substantially the same claims and seek substantially the same relief. The defendants intend to defend the matter vigorously.                                                                                                                                                                                                                                                                                             
|  
|   | The resolution of these legal matters noted above cannot be accurately predicted and there is no estimate of costs, if any. Accordingly, the Company has not recorded any provision for loss or expenses associated with these
lawsuits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | As more fully set forth in the Companys Annual Report on Form 10-K for the fiscal year ended January 28, 2006, two lawsuits were filed against the Company alleging unlawful wage payments and employment practices. The
Company has entered into a Memorandum of Understanding which the Company expects will fully resolve the lawsuits. The Company anticipates court approval of the Memorandum of Understanding and completion of final documentation and therefore does not
anticipate that resolution of the lawsuits will have a material adverse effect on the business, net assets or financial position of the Company. The estimated impact of the resolution of these lawsuits has been included in the results of the second
quarter of fiscal 2006.
|  
|   | From time to time, other legal matters in which the Company may be named as a defendant arise in the normal course of the Company's business activities. The resolution of these legal matters against the Company cannot be
accurately predicted. The Company does not anticipate that the outcome of such matters will have a material adverse effect on the business, net assets or financial position of the Company.                                                                                                                                                                                                                                                                                                                                          
|  

12

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Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the attached unaudited 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 January 28, 2006.

Overview- For the second quarter of the Companys fiscal 2006, the Companys net income was $7.0 million compared with
net income of $5.3 million for the second quarter of the Companys fiscal 2005. The Company earned $0.38 per diluted share in the second quarter of fiscal 2006 compared with $0.30 per diluted share in the second quarter of fiscal
2005. As such, diluted earnings per share increased 27% as compared with the prior year period. The results of the second quarter of fiscal 2006 were primarily driven by:

Management believes that the chain can grow to approximately 500 stores. As of July 29, 2006, the Company had 340 stores opened. The Company plans to open approximately 50 stores in fiscal 2006 as part of its plan to grow
the chain to the 500 store level, including 16 stores opened in the first half of fiscal 2006. The store growth is part of a strategic plan the Company initiated in the year ended February 3, 2001 (fiscal 2000). In the past six years,
the Company has continued to increase its number of stores as infrastructure and performance has improved. As such, there were 10 new stores opened in fiscal 2000 (including two factory stores), 21 new stores opened in the year ended February 2,
2002, 25 new stores opened in the year ended February 1, 2003, 50 new stores opened in the year ended January 31, 2004, 60 new stores opened in fiscal 2004 and 56 new stores opened in fiscal 2005.

Capital expenditures are expected to be approximately $25  $30 million in fiscal 2006, primarily to fund the opening of approximately 50 new stores, the renovation and/or relocation of several stores and the
implementation of various systems initiatives. The capital expenditures include the cost of the construction of leasehold improvements, fixtures and equipment for new stores of which approximately $8  $10 million is expected to be
reimbursed for stores opened in fiscal 2006 through landlord contributions. The Company also expects inventories to increase in fiscal 2006 to support new store openings and other initiatives.

Common Stock Dividends. On December 14, 2005, the Companys Board of Directors declared a 25% common stock dividend payable on February 15, 2006 to stockholders of record as of January 27, 2006. In conjunction with the
distribution of the stock dividend, the Company retired all of its previously held shares of treasury stock. All historical weighted average share and per share amounts and all references to the number of common shares elsewhere in the consolidated
financial statements, and notes thereto, have been restated to reflect the stock dividend.

13

---



|Critical Accounting Policies and Estimates- In preparing the Condensed Consolidated Financial Statements, a
number of assumptions and estimates are made that, in the judgment of management, are proper in light of existing
general economic and company-specific circumstances. For a detailed discussion on the application of these and other
accounting policies, see Note 1 to the Consolidated Financial Statements in the Companys Annual Report on Form
10-K for the fiscal year ended January 28, 2006.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

While the Company has taken reasonable care in preparing these estimates and making these judgments, 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.



14

---



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 |   |  | Percentage of Net Sales |  
|---------------------------------- |  | ----------------------- | - |  | ----------------------- | -
|                                   |  | Three Months Ended      |   |  | Six Months Ended        |  
|                                   |  |                         |   |  |                         |  
|                                   |  | July 30, 2005           |   |  | July 29, 2006           |  
|                                   |  |                         |   |  |                         |  
|                                  
|Net sales                          |  | 100.0                   | % |  | 100.0                   | %
|Cost of goods sold                 |  | 37.9                    |   |  | 37.6                    |  
|Gross profit                       |  | 62.1                    |   |  | 62.4                    |  
|Sales and marketing expenses       |  | 41.4                    |   |  | 41.5                    |  
|General and administrative         |  |                         |   |  |                         |  
|expenses                           |  | 11.0                    |   |  | 10.5                    |  
|Store opening costs                |  | 0.1                     |   |  | 0.1                     |  
|Operating income                   |  | 9.5                     |   |  | 10.3                    |  
|Interest expense, net              |  | 0.3                     |   |  | 0.2                     |  
|Income before provision for income |  |                         |   |  |                         |  
|taxes                              |  | 9.2                     |   |  | 10.1                    |  
|Provision for income taxes         |  | 3.8                     |   |  | 4.3                     |  
|Net income                         |  | 5.4                     |   |  | 5.9                     |  

Net Sales- Net sales increased 20.8% or $20.5 million to $119.1 million in the second quarter of fiscal 2006 as compared with
$98.6 million in the second quarter of fiscal 2005. Net sales for the first six months of fiscal 2006 increased 19.3% to $232.8 million, compared with $195.2 million in the first six months of fiscal 2005. The sales increases were
primarily related to increases in Store sales (including new stores) and in Direct Marketing sales. Comparable store sales increased 10.1% and 7.4% in the second quarter and first half of fiscal 2006, respectively, as compared to the same respective
periods of fiscal 2005.

In the second quarter of fiscal 2006, all major product lines in comparable stores had increases in sales over the same prior year quarter. Significant sales increases were achieved in dress shirts, sportswear and shoes.
Also during the second quarter of fiscal 2006 sales of luxury Signature and Signature Gold suits increased over the same prior year period. Suit sales increased in comparable stores in the second quarter of fiscal 2006 over the same quarter of last
year; however, sales of suits declined in comparable stores during the first six months of fiscal 2006 as compared to the same period of fiscal 2005.

For comparable stores, traffic (as measured by transactions) increased in the second quarter and first six months of fiscal 2006, as compared with the second quarter and first six months of fiscal 2005. The average dollars
per transaction decreased in the second quarter and first six months of fiscal 2006, while items per transaction increased slightly in both fiscal 2006 periods, as compared to the same periods in fiscal 2005.

The following table summarizes store opening and closing activity during the respective periods.

|                          |               |   |  | Three Months Ended |   |               |        |  |               |  | Six Months Ended |   | 
|------------------------- | ------------- | - |  | ------------------ | - | ------------- | ------ |  | ------------- |  | ---------------- | - | 
|                          |               |   |  |                    |   |               |        |  |               |  |                  |   | 
|                          | July 30, 2005 |   |  | July 29, 2006      |   | July 30, 2005 |        |  | July 29, 2006
|                          |               |   |  |                    |   |               |        |  |              
|                          |               |   |  | Square             |   |               |        |  | Square        |  |                  |   | 
|                          | Stores        |   |  | Feet*              |   |               | Stores |  | Feet*         |  | Stores           |   | 
|                          |               |   |  |                    |   |               |        |  |               |  |                  |   | 
|                         
|Stores open at the        |               |   |  |                    |   |               |        |  |               |  |                  |   | 
|beginning of the period   | 275           |   |  | 1,341              |   |               | 331    |  | 1,566         |  | 269              |   | 
|Stores opened             | 8             |   |  | 31                 |   |               | 9      |  | 37            |  | 14               |   | 
|Stores closed             | (1            | ) |  | (8                 | ) |               |       |  |              |  | (1               | ) | 
|                          |               |   |  |                    |   |               |        |  |               |  |                  |   | 
|Stores open at the end of |               |   |  |                    |   |               |        |  |               |  |                  |   | 
|the period                | 282           |   |  | 1,364              |   |               | 340    |  | 1,603         |  | 282              |   | 
|                          |               |   |  |                    |   |               |        |  |               |  |                  |   | 



---



15

---



Gross profit- Gross profit (net sales less cost of goods sold) totaled $74.3 million or 62.4% of net sales in the second quarter of
fiscal 2006, as compared with $61.2 million or 62.1% of net sales in the second quarter of fiscal 2005. The increased gross profit percentage was driven primarily by higher initial markups and an increase in the sales penetration of spring and
summer merchandise. For the first six months of fiscal 2006, gross profit represented 61.9% of net sales compared with 62.4% for the same period of fiscal 2005. This decrease in gross profit is primarily due to increased sales of promotional fall
products during the first quarter of fiscal 2006, with lower sales of the year-round core products.

Sales and Marketing Expenses Sales and marketing expenses consist primarily of a) full-line store, factory store and direct marketing occupancy, payroll, selling and
other variable costs and b) total Company advertising and marketing expenses. These expenses increased by $8.6 million and $16.1 million in the second quarter and first six months of fiscal 2006, respectively, as compared to the same
respective periods of fiscal 2005. The increase in sales and marketing expenses relates primarily to the opening of 58 new stores since the end of the second quarter of fiscal 2005 and consists of a) $3.7 million and $6.9 million,
respectively, for the second quarter and first half of fiscal 2006 related to additional occupancy costs, b) $3.6 million and $6.9 million, respectively, for the second quarter and first half of fiscal 2006 related to additional store
employee compensation costs, and c) $1.3 million and $2.3 million, respectively, for the second quarter and first half of fiscal 2006 related to additional other variable selling costs (relating primarily to increases in advertising of
$0.5 million and $0.7 million in the second quarter and first half of fiscal 2006, respectively.) The Company expects sales and marketing expenses to continue to increase in the second half of fiscal 2006 as compared to the second half of
fiscal 2005 primarily as a result of opening new stores, the full year operation of stores that were opened during fiscal 2005, and an increase in advertising expenditures.

General and Administrative Expenses General and administrative expenses (G&A), which consist primarily of corporate payroll costs and overhead and
distribution center costs, increased $1.6 million and $4.6 million in the second quarter and first six months of fiscal 2006, respectively, as compared to the same respective periods of fiscal 2005. The increases for both periods were
primarily due to increases in employee compensation and benefits (including incentive compensation increases of $0.5 million and $0.2 million, respectively, and medical cost increases), as compared with the comparable prior year periods. The
G&A costs in the first six months of fiscal 2006 also increased compared to the same prior year period as a result of an increase in professional fees. Continued growth in the Stores and Direct Marketing segments may result in further increases
in G&A in the second half of fiscal 2006.

Store Opening Costs Store opening costs, which include start-up costs such as travel for recruitment, training, and setup of new stores, decreased slightly to $0.1
million in the second quarter and first six months of fiscal 2006 as compared with the same periods in fiscal 2005.

Interest Expense, net Interest expense decreased $0.1 million in both the second quarter and the first six months of fiscal 2006, as compared to the same respective
periods of fiscal 2005. The decreases were due primarily to lower borrowing levels partially offset by higher interest rates. Average revolver loan borrowings decreased $1.5 million and $1.9 million, respectively, for the second quarter and
first half of fiscal 2006 as compared to second quarter and first six months of fiscal 2005. The average interest rate (excluding unused line fees) was 6.6% and 6.8%, respectively, for the second quarter and first half of fiscal 2006 compared with
6.1% and 6.0 %, respectively for the same respective periods of fiscal 2005.

Income Taxes The effective income tax rate for the first half of fiscal 2006 increased to 42.1% as compared with 41.1% in the first half of fiscal 2005. The income tax
rate was higher primarily due to a $0.3 million increase in unsettled income tax matters. The change in the deferred income taxes shown in the statement of cash flows relates to the initial impact in fiscal 2005 of switching to the retail
inventory method for income taxes that does not reoccur in fiscal 2006 and for which examination by taxing authorities has not been concluded.

Liquidity and Capital Resources- The Company maintains a credit facility under a bank credit agreement. The credit facility includes, among other things, a revolving loan, the
borrowing limit under which is determined by a formula based on the Companys inventories and accounts receivable (the "Borrowing Base"). In the second quarter of fiscal 2006, the Company and its bank amended the credit agreement (as so
amended, the Credit Agreement). The amendment extends the credit facilitys term to April 2010, establishes a more favorable Borrowing Base formula and reduces the variable interest rates and unused credit line fees. Except as
otherwise described below, the maximum amount which may be borrowed under the credit facility is $100 million, even if the Borrowing Base will support a higher amount. Subject to certain limitations, the Company may increase the maximum amount
to $125 million upon request made by April 30, 2008. Interest rates under the Credit Agreement vary with the prime rate or LIBOR and may

16

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include a spread over or under the applicable rate. The spreads, if any, are based upon the Companys excess availability from time to time. The average interest rate was 6.6% for the three months ended July 29, 2006.
The loan covenants under the Credit Agreement remain unchanged and as of July 29, 2006, the Company was in compliance with all loan covenants. The borrowings under the Credit Agreement totaled $1.0 million as of July 29, 2006. The Company also
has $5.7 million of term debt to be repaid.

The Companys availability in excess of outstanding borrowings, as supported by the existing borrowing base under its Credit Agreement, was $98.6 million at July 29, 2006 compared with $99.6 million at January
28, 2006.

The following table summarizes the Companys sources and uses of funds as reflected in the Condensed Consolidated Statements of Cash Flows (in thousands):

|                                          |  |   | Six Months Ended |  
|----------------------------------------- |  | - | ---------------- | -
|                                          |  |   |                  |  
|                                          |  |   | July 30, 2005    |  
|                                          |  |   |                  |  
|                                         
|Cash provided by (used in):               |  |   |                  |  
|Operating activities                      |  | $ | (1,619           | )
|Investing activities                      |  |   | (11,880          | )
|Financing activities                      |  |   | 13,146           |  
|                                          |  |   |                  |  
|Net decrease in cash and cash equivalents |  | $ | (353             | )
|                                          |  |   |                  |  

Cash used in the Companys operating activities in the first half of fiscal 2006 increased primarily due to higher expenditures for inventory to support new store growth and other initiatives ($15.8 million net
inventory increase), cash outlays for a reduction of accounts payable ($2.5 million) and a reduction of accrued expenses ($8.3
million) related primarily to the first quarter 2006 payment of incentive compensation
and taxes that had been accrued at the end of fiscal 2005. Additionally, there
were decreases in prepaid expenses ($1.3 million) and an increase in prepaid taxes ($1.7 million). Cash used in investing activities in the first half of 2006 relates primarily to
capital expenditures for new and renovated stores. Cash provided by financing activities for the first half of fiscal 2006 relates primarily to net borrowings of $1.0 million from the Companys revolving loan under the Credit Agreement,
$12.1 million in net proceeds from the exercise of stock options (including the related tax benefits) and $0.4 million of proceeds from long-term debt. Also, the Company used $0.5 million for the repayment of long-term debt.

Capital expenditures are expected to be approximately $25  $30 million in fiscal 2006, primarily to fund the opening of approximately 50 new stores, the renovation and/or relocation of several stores and the
implementation of various systems initiatives. During the six months ended July 29, 2006, $12.9 million has been spent on capital expenditures. Management believes that 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 2006. The capital expenditures include the cost of the construction of leasehold improvements, fixtures and equipment for new stores, of which
approximately $8  $10 million is expected to be reimbursed for stores opened in fiscal 2006 through landlord contributions. These amounts are typically paid by the landlords after the completion of construction by the Company and the
receipt of appropriate lien waivers from contractors. Payments to contractors may be made in the year after the store is opened, pending approval of the lien waivers. For the stores opened in fiscal 2005, the Company negotiated approximately
$10.2 million of landlord contributions of which approximately $8.6 million have been collected, including approximately $4.6 million which was collected in the first half of fiscal 2006. The remaining amount is expected to be received
in fiscal 2006. For the stores opened in the second quarter and first half of fiscal 2006, the Company negotiated approximately $2.2 million and $3.2 million, respectively, of landlord contributions, which is expected to be received by the
end of fiscal 2007.

Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements other than its operating lease agreements and letters of credit outstanding under its bank
credit activity as discussed below.

Disclosures about Contractual Obligations and Commercial Commitments

The Companys principal commitments are non-cancelable operating leases in connection with its retail stores, certain tailoring spaces and equipment. Under the terms of certain of these leases, the Company is required
to pay a base annual rent plus a contingent amount based on sales. In addition, many of these leases include scheduled rent increases.

17

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The following table reflects a summary of the Companys contractual cash obligations and other commercial commitments as of fiscal 2006, including amounts paid in the first half of fiscal 2006.

|                               |  |        |  | Payments Due by Fiscal Year |  |               
|------------------------------ |  | ------ |  | --------------------------- |  | --------------
|                               |  |        |  |                             |  |               
|                               |  |        |  |                             |  | (in thousands)
|                               |  |        |  |                             |  |               
|                               |  | 2006   |  | 2007-2009                   |  | 2010-2011     
|                               |  |        |  |                             |  |               
|                              
|Long-term debt                 |  | $971   |  | $2,820                      |  | $2,627        
|Operating leases(a)            |  | 39,854 |  | 117,969                     |  | 68,064        
|Stand-by Letter-of-credit(b)   |  |       |  | 400                         |  |              
|Scheduled Interest Payments(c) |  | 891    |  | 1,837                       |  | 235           
|License Agreement              |  | 165    |  | 495                         |  | 165           



---



(b)To secure the payment of rent at one leased location included in Operating Leases above and is renewable each year through the end of the
lease term (2009).

(c)These scheduled interest payments consist of interest payments on the outstanding long term debt. For borrowings under the Companys revolving loan
agreement, projected interest is calculated based on the outstanding principal balance as of July 29, 2006. For borrowings under the Companys variable rate debt instruments (including the revolving loan agreement), interest is calculated based
on the interest rates in effect on July 29, 2006. The principal balance of the revolver and all variable interest rates may, and probably will, vary in future periods.

Cautionary Statement

This Quarterly Report on Form 10-Q includes and incorporates by reference certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Quarterly Report on Form 10-Q, the words estimate, project, plan,
will, anticipate, expect, intend, outlook, may, believe, and other similar expressions are intended to identify forward-looking statements and information. Actual
results may differ materially from those anticipated 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 factors include risks associated
with economic, weather, public health and other factors affecting consumer spending, higher energy and security costs, the successful implementation of the Companys growth strategy, including the ability of the Company to finance its expansion
plans, the mix and pricing of goods sold, the effectiveness and profitability of new concepts, the market price of key raw materials such as wool and cotton, seasonality, fashion trends and changing consumer preferences, the effectiveness of the
Companys marketing programs, the availability of lease sites for new stores, the ability to source product from its global supplier base, ongoing litigations and other factors as described under the caption Item 1A. Risk Factors in
this Quarterly Report on Form 10-Q and in the Companys Annual Report on Form 10-K for the fiscal year ended January 28, 2006. 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. The Company does not undertake an obligation to
update or revise any forward-looking statements to reflect actual results or changes in the Companys assumptions, estimates or projections. The identified risk factors and others are more fully described under the caption Item 1A. Risk
Factors in Part II of this report and the Companys Annual Report on Form 10-K for the fiscal year ended January 28, 2006.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At July 29, 2006, there were 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

18

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borrowings under its Credit Agreement is at a variable rate based on the prime rate plus or minus an amount, or a spreadover the LIBOR.

Item 4.Controls and Procedures

Limitations on Controls and Procedures.Because of their inherent limitations, disclosure controls and procedures and internal control over financial reporting (collectively,
Control Systems) may not prevent or detect all failures or misstatements of the type sought to be avoided by Control Systems. Also, projections of any evaluation of the effectiveness of the Companys Control Systems to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, including the Companys Chief Executive Officer
(the CEO) and Chief Financial Officer (the CFO), does not expect that the Companys Control Systems will prevent all error or 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. Further, the design of a Control System must reflect the fact that there are resource constraints, and the benefits of Control Systems must be considered relative
to their costs. Because of the inherent limitations in all Control Systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The following report by
management, including the CEO and CFO, on the effectiveness of the Companys disclosure controls and procedures expresses only reasonable assurance of the conclusions reached.

Disclosure Controls and Procedures.The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that
such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management has evaluated, with the participation of the CEO and CFO, the effectiveness of the Companys disclosure controls and procedures (as defined in Rule 13a  15(e) and 15d  15(e) of the Exchange Act)
as of July 29, 2006. Based on that evaluation, the CEO and CFO have concluded that the Companys disclosure controls and procedures were effective as of July 29, 2006.

Changes in Internal Control over Financial Reporting. There were no changes in the Companys internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of 13a-15 of the Exchange Act that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over
financial reporting.

PART II.OTHER INFORMATION

Item 1.Legal Proceedings

On July 24, 2006, a lawsuit was filed against the Company and its Chief Executive Officer in the United States District Court for the District of Maryland by Roy T. Lefkoe, Civil Action Number 1:06-cv-01892-WMN (the
Lefkoe Action). The lawsuit purports to be a class action on behalf of purchasers of the company's stock from January 5, 2006 through June 6, 2006. The lawsuit purports to make claims under Sections 10(b) and 20(a) and Rule 10b-5 of the
Securities Exchange Act of 1934, based on the Company's disclosures during the time period described above. It seeks unspecified damages, costs, and attorneys' fees. The Company intends to defend the matter vigorously.

On August 3, 2006, a lawsuit was filed against the Company and its Chief Executive Officer in the United States District Court for the District of Maryland by Tewas Trust UAD 9/23/86, Civil Action Number 1:06-cv-02011-WMN
(the Tewas Trust Action). The lawsuit purports to be a class action on behalf of purchasers of the company's stock from January 5, 2006 through June 6, 2006. The lawsuit purports to make claims under Sections 10(b) and 20(a) and Rule
10b-5 of the Securities Exchange Act of 1934, based on the Company's disclosures during the time period described above. It seeks unspecified damages, costs, and attorneys' fees. The Company intends to defend the matter vigorously.

On August 14, 2006, a lawsuit was filed against the Companys directors and, as nominal defendant, the Company in the United States District Court for the District of Maryland by Glenn Hutton, Civil Action Number
1:06-cv-02095-BEL (the Hutton Action). The lawsuit purports to be a shareholder derivative action. The lawsuit purports to make

19

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claims for various violations of state law that allegedly occurred from January 5, 2006 through the present. It seeks on behalf of the Company against the directors unspecified damages, costs, and attorneys' fees. The
defendants intend to defend the matter vigorously.

On August 28, 2006, a lawsuit substantially similar to the Hutton Action was filed in the United States District Court for the District of Maryland by Robert Kemp, Civil Action Number 1:06-cv-02232-BEL (the "Kemp Action").
The Kemp Action was filed against the same defendants as those in the Hutton Action and purports to assert substantially the same claims and seek substantially the same relief. The defendants intend to defend the matter vigorously.

The resolution of these legal matters noted above cannot be accurately predicted and there is no estimate of costs, if any. Accordingly, the Company has not recorded any provision for loss or expenses associated with these
lawsuits.

As more fully set forth in the Companys Annual Report on Form 10-K for the fiscal year ended January 28, 2006, two lawsuits were filed against the Company alleging unlawful wage payments and employment practices. The
Company has entered into a Memorandum of Understanding which the Company expects will fully resolve the lawsuits. The Company anticipates court approval of the Memorandum of Understanding and completion of final documentation and therefore does not
anticipate that resolution of the lawsuits will have a material adverse effect on the business, net assets or financial position of the Company. The estimated impact of the resolution of these lawsuits has been included in the results of the second
quarter of fiscal 2006.

From time to time, other legal matters in which the Company may be named as a defendant arise in the normal course of the Company's 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 1A. Risk Factors

Litigation or legal proceedings could divert our managements attention and could expose us to significant liabilities and thus negatively affect our financial results.

In July and August 2006, two lawsuits alleging violations of federal securities laws were filed against the Company and its Chief Executive Officer. The complaints purport to be made on behalf of certain of the
Companys shareholders and allege, among other things, that the Company violated various provisions of the federal securities laws. In addition, in August 2006, two shareholder derivative lawsuits alleging violations of various state laws were
filed against the Company and its directors. Although the Company intends to defend these matters vigorously, the Company is unable to predict the outcome of these matters. Litigations may result in a diversion of our managements attention and
resources. In addition, costs associated with these matters could adversely affect the Companys financial condition and results of operations.

In addition to the risk factors and other information set forth in this report, you should carefully consider the factors discussed under the caption Item 1A. Risk Factors in the Companys Annual Report on Form 10-K
for the year ended January 28, 2006, which could materially affect the Companys business, financial condition or future results. The risks described in the Companys Annual Report on Form 10-K and the risks described in this report are
not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also could materially adversely affect the Companys business, financial condition
and/or operating results. Except as described in this report, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended January 28, 2006.

Item 4. Submission of Matters to a Vote of Security Holders

The following information is furnished with respect to matters submitted to a vote of security holders during the period covered by this report:

|a) | The 2006 annual meeting of shareholders of the Company was held on June 23, 2006.                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) | Andrew A. Giordano and William E. Herron were elected directors at the meeting. Gary S. Gladstein, David A. Preiser, Sidney Ritman and Robert N. Wildrick, continued in their respective terms of office as
directors.
|  
|c) | The matters voted upon at the meeting and the votes were as follows:                                                                                                                                                  
|  

20

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|1. |  |  | Election of Directors(a)                                                                                                         |  |            |  |         
|-- |  |  | -------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | --------
|   |  |  |                                                                                                                                  |  | For        |  | Withheld
|   |  |  |                                                                                                                                  |  |            |  |         
|   |  |  | Andrew A. Giordano                                                                                                               |  | 14,931,285 |  | 638,667 
|  
|   |  |  |                                                                                                                                  |  | For        |  | Withheld
|   |  |  |                                                                                                                                  |  |            |  |         
|   |  |  | William E. Herron                                                                                                                |  | 15,379,581 |  | 190,371 
|   |  |  |                                                                                                                                  |  |            |  |         
|2. |  |  | Ratification of selection of Deloitte and Touche, LLP as the Companys independent public accountants for the fiscal year ending
|   |  |  | February 3, 2007(b).                                                                                                            
|   |  |  |                                                                                                                                  |  |            |  |         

| | For        |  | Against |  | Abstaining | 
| | ---------- |  | ------- |  | ---------- | 
| |            |  |         |  |            | 
| | 15,252,624 |  | 310,620 |  | 6,708      | 

|3. |  | Approval of an amendment to the Companys restated certificate of incorporation to increase the number of authorized shares of common stock of the Company from 20 million shares to 45 million shares(b).
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

| | For        |  | Against   |  | Abstaining | 
| | ---------- |  | --------- |  | ---------- | 
| |            |  |           |  |            | 
| | 12,782,295 |  | 2,776,946 |  | 10,711     | 

---

|(a) | There were no abstentions or broker non-votes in the election of directors.                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | There were no broker non-votes in the ratification of selection of Deloitte and Touche, LLP as the Companys independent public accountants for the fiscal year ending February 3, 2007 or in the approval of the
restatement of the certificate of incorporation to increase the number of authorized shares.
|   

|Item 6.Exhibits
|---------------
|               
|Exhibits       
|               
|3.1            
|               
|31.1           
|               
|31.2           
|               
|32.1           
|               
|32.2           
|               

SIGNATURE

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: September 7, 2006 |  | Jos. A. Bank Clothiers, Inc.                   
|------------------------ |  | -----------------------------------------------
|                         |  | (Registrant)                                   
|                        
|                         |  | /s/ David E. Ullman                            
|                         |  |                                                
|                         |  | David E. Ullman                                
|                         |  | Executive Vice President,                      
|                         |  | Chief Financial Officer                        
|                         |  | (Principal Financial and Accounting Officer and
|                         |  | Duly Authorized Officer)                       

21

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Exhibit Index

Exhibits

|3.1  | Certificate of Amendment of the Restated Certificate of Incorporation of the Company.                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    
|31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a).                                                                 
|    
|31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) 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.
|    

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