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United States
Securities and Exchange CommissionWashington, DC 20549

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FORM 10-Q

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|ý                                              | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|---------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended August 2, 2003.
|Or                                            
|o                                              | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number    0-23874

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Jos. A. Bank Clothiers, Inc.

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

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

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

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or if such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    ý        No    o

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

Yes    ý        No    o

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

Class

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

6,674,773


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JOS. A. BANK CLOTHIERS, INC.

Index

|               |         |                                                                                                          |                                                                                       | Page No.
|-------------- | ------- | -------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------
|Part I.        |         | Financial Information                                                                                    |                                                                                       |         
|               | Item 1. |                                                                                                          | Condensed Consolidated Financial Statements                                           |         
|               |         | Condensed Consolidated Statements of IncomeThree and Six Months Ended August 3, 2002 and August 2, 2003 |                                                                                       | 3       
|               |         | Condensed Consolidated Balance SheetsFebruary 1, 2003 and August 2, 2003                                |                                                                                       | 4       
|               |         | Condensed Consolidated Statements of Cash FlowsSix Months Ended August 3, 2002 and August 2, 2003       |                                                                                       | 5       
|               |         | Notes to Condensed Consolidated Financial Statements                                                     |                                                                                       | 6       
|               | Item 2. |                                                                                                          | Management's Discussion and Analysis of Results of Operations and Financial Condition |         
|               | Item 3. |                                                                                                          | Quantitative and Qualitative Disclosures about Market Risk                            |         
|               | Item 4. |                                                                                                          | Internal Controls and Procedures                                                      |         
|Part II.       |         | Other Information                                                                                        |                                                                                       |         
|               | Item 1. |                                                                                                          | Legal Proceedings                                                                     |         
|               | Item 4. |                                                                                                          | Submission of Matters to a Vote of Securities Holders                                 |         
|               | Item 6. |                                                                                                          | Exhibits and Reports on Form 8-K                                                      |         
|Signature      |         | 20                                                                                                      
|Certifications |         | 21                                                                                                      

2

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PART I. FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements

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

|                                         |                            | Three Months Ended |        | Six Months Ended
|---------------------------------------- | -------------------------- | ------------------ | ------ | ----------------
|
|Net sales                                |                            | $                  | 51,868 |                 
|                                         |                            |                    |        |                 
|Costs and expenses:                      |                            |                    |        |                 
|                                         | Cost of goods sold         |                    |        | 24,417          
|                                         | General and administrative |                    |        | 5,440           
|                                         | Sales and marketing        |                    |        | 19,987          
|                                         | Store opening costs        |                    |        | 173             
|                                         |                            |                    |        |                 
|                                         |                            |                    | 50,017 |                 
|                                         |                            |                    |        |                 
|Operating income                         |                            |                    | 1,851  |                 
|Interest expense, net                    |                            |                    | 252    |                 
|                                         |                            |                    |        |                 
|Income before provision for income taxes |                            |                    | 1,599  |                 
|Provision for income taxes               |                            |                    | 657    |                 
|                                         |                            |                    |        |                 
|                                         | Net income                 |                    | $      | 942             
|                                         |                            |                    |        |                 
|Earnings per share:                      |                            |                    |        |                 
|Net income:                              |                            |                    |        |                 
|                                         | Basic                      |                    | $      | 0.15            
|                                         | Diluted                    |                    | $      | 0.13            
|Weighted average shares outstanding:     |                            |                    |        |                 
|                                         | Basic                      |                    |        | 6,168           
|                                         | Diluted                    |                    |        | 7,082           

See
accompanying notes

3

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

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

See
accompanying notes

4

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

|                                                                                            |                                                      | Six Months Ended                                    |      
|------------------------------------------------------------------------------------------- | ---------------------------------------------------- | --------------------------------------------------- | -----
|
|Cash flows from operating activities:                                                       |                                                      |                                                     |      
|                                                                                            | Net income                                           |                                                     | $    
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                                      |                                                     |      
|                                                                                            | Depreciation and amortization                        |                                                     |      
|                                                                                            | Net decrease (increase) in operating working capital |                                                     |      
|                                                                                            |                                                      |                                                     |      
|                                                                                            |                                                      | Net cash provided by (used in) operating activities |      
|                                                                                            |                                                      |                                                     |      
|Cash flows from investing activities:                                                       |                                                      |                                                     |      
|                                                                                            | Additions to property, plant and equipment           |                                                     |      
|                                                                                            |                                                      |                                                     |      
|                                                                                            |                                                      | Net cash (used in) investing activities             |      
|                                                                                            |                                                      |                                                     |      
|Cash flows from financing activities:                                                       |                                                      |                                                     |      
|                                                                                            | Borrowings under long-term Credit Agreement          |                                                     |      
|                                                                                            | Repayments under long-term Credit Agreement          |                                                     |      
|                                                                                            | Borrowing of other long-term debt                    |                                                     |      
|                                                                                            | Repayment of other long-term debt                    |                                                     |      
|                                                                                            | Net proceeds from issuance of common stock           |                                                     |      
|                                                                                            |                                                      |                                                     |      
|                                                                                            |                                                      | Net cash (used in) provided by financing activities |      
|                                                                                            |                                                      |                                                     |      
|Net increase (decrease) in cash and cash equivalents                                        |                                                      |                                                     | 1,760
|Cash and cash equivalentsbeginning of period                                               |                                                      |                                                     | 827  
|                                                                                            |                                                      |                                                     |      
|Cash and cash equivalentsend of period                                                     |                                                      | $                                                   | 2,587
|                                                                                            |                                                      |                                                     |      

See
accompanying notes

5

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

1.     BASIS OF PRESENTATION

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

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

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

2.     SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Six Months
Ended

Six Months
EndedAugust 3, 2002

August 2, 2003Interest paid

$
570

$
628Income taxes paid

$
2,928

$
4,972


6

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Stock Option PlanThe Company applies the intrinsic-value-based method of accounting for stock issued to employees and
directors to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying common
stock exceeds the exercise price. There was no stock based-compensation expense recognized in the statements of income for the periods ended August 3, 2002 and August 2, 2003. Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure", established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS
No. 123, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123, as
amended. The following table illustrates the effect on net income if the
fair-value-based method had been applied to all awards in the three month and six month periods ended August 3, 2002 and August 2, 2003:

|                                                                                                                           |  | Three Months Ended |      | Six Months Ended
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | ----------------
|
|Net income as reported                                                                                                     |  | $                  | 942  |                 
|Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax |  |                    | 738  |                 
|                                                                                                                           |  |                    |      |                 
|Pro forma net income                                                                                                       |  | $                  | 204  |                 
|                                                                                                                           |  |                    |      |                 
|Pro forma basic net income per common share                                                                                |  | $                  | 0.03 |                 
|                                                                                                                           |  |                    |      |                 
|Pro forma diluted net income per common share                                                                              |  | $                  | 0.03 |                 
|                                                                                                                           |  |                    |      |                 

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

|                              |  | Three Months Ended |  | Six Months Ended
|----------------------------- |  | ------------------ |  | ----------------
|
|Risk free interest rate       |  | 2.3% - 3.9%        |  | 3.9%            
|Expected volatility           |  | 79% - 80.6%        |  | 44%             
|Expected life                 |  | 2.5 - 7 Years      |  | 7 Years         
|Contractual life              |  | 2.5 - 10 Years     |  | 10 Years        
|Expected dividend yield       |  | %                 |  | %              
|Fair value of options granted |  | $7.18 - $10.76     |  | $20.03          
|# of Options granted          |  | 103                |  | 3               

7

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ReclassificationsCertain reclassifications have been made to the August 3, 2002 financial statements in order to
conform with the August 2, 2003 presentation.

3.     WORKING CAPITAL

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

Six Months EndedAugust 3, 2002

August 2, 2003(Increase) in accounts receivable, net

$
(171
)
$
(1,060
)Decrease (increase) in inventories


1,039


(32,929
)Decrease (increase) in prepaids and other assets


60


3Increase in accounts payable


5,889


7,391Decrease in accrued expenses andother liabilities


(2,321
)

(3,359
)Net decrease (increase) in operating working capital

$
4,496

$
(29,954
)


4.     EARNINGS PER SHARE

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

|                                                |  | Three Months Ended |  | Six Months Ended
|----------------------------------------------- |  | ------------------ |  | ----------------
|
|Weighted average shares outstanding for basic   |  | 6,168              |  | 6,228           
|Dilutive effect of                              |  |                    |  |                 
|stock options                                   |  | 914                |  | 1,129           
|                                                |  |                    |  |                 
|Weighted average shares outstanding for diluted |  | 7,082              |  | 7,357           
|                                                |  |                    |  |                 

The
Company uses the treasury method for calculating the dilutive effect of stock options.

8

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5.    SEGMENT REPORTING

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

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

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

Three Months ended August 2, 2003

|                              |  | Stores |        | Direct Marketing |   | Other  |  | Total
|----------------------------- |  | ------ | ------ | ---------------- | - | ------ |  | -----
|Net sales (a)                 |  | $      | 54,625 |                  | $ | 7,520  |  | $    
|Depreciation and amortization |  |        | 1,151  |                  |   | 16     |  |      
|Operating income (b)          |  |        | 9,657  |                  |   | 2,185  |  |      
|Identifiable assets (c)       |  |        | 80,038 |                  |   | 23,551 |  |      
|Capital expenditures (d)      |  |        | 4,030  |                  |   | 6      |  |      

Three Months ended August 3, 2002

|                              |  | Stores |        | Direct Marketing |   | Other  |  | Total
|----------------------------- |  | ------ | ------ | ---------------- | - | ------ |  | -----
|Net sales (a)                 |  | $      | 43,088 |                  | $ | 6,714  |  | $    
|Depreciation and amortization |  |        | 984    |                  |   | 16     |  |      
|Operating income (b)          |  |        | 6,309  |                  |   | 1,826  |  |      
|Identifiable assets (c)       |  |        | 65,079 |                  |   | 12,582 |  |      
|Capital expenditures (d)      |  |        | 1,651  |                  |   | 8      |  |      

Six Months ended August 2, 2003

|                              |  | Stores |         | Direct Marketing |   | Other  |  | Total
|----------------------------- |  | ------ | ------- | ---------------- | - | ------ |  | -----
|Net sales (a)                 |  | $      | 107,819 |                  | $ | 14,468 |  | $    
|Depreciation and amortization |  |        | 2,248   |                  |   | 32     |  |      
|Operating income (b)          |  |        | 19,639  |                  |   | 4,026  |  |      
|Identifiable assets (c)       |  |        | 80,038  |                  |   | 23,551 |  |      
|Capital expenditures (d)      |  |        | 7,075   |                  |   | 6      |  |      

9

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Six Months ended August 3, 2002

|                              |  | Stores |        | Direct Marketing |   | Other  |  | Total
|----------------------------- |  | ------ | ------ | ---------------- | - | ------ |  | -----
|Net sales (a)                 |  | $      | 90,679 |                  | $ | 12,721 |  | $    
|Depreciation and amortization |  |        | 1,934  |                  |   | 31     |  |      
|Operating income (b)          |  |        | 14,625 |                  |   | 3,180  |  |      
|Identifiable assets (c)       |  |        | 65,079 |                  |   | 12,582 |  |      
|Capital expenditures (d)      |  |        | 2,486  |                  |   | 8      |  |      

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6.    LEGAL MATTERS

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

10

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

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

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

OverviewFor the second quarter of the Company's fiscal year ending January 31, 2004 ("fiscal 2003"), the Company's net
income more than doubled, with an increase of 111% to approximately $2.0 million compared with net income of approximately $.9 million for the second quarter of the Company's fiscal year
ended February 1, 2003 ("fiscal 2002"). The Company earned $.27 per diluted share in the second quarter of fiscal 2003 compared with $.13 per diluted share in the second quarter of fiscal 2002.
As such, diluted earnings per share increased 108% compared with the prior year period.

The
Company generated increased profits in both the stores and direct marketing segments in the second quarter of fiscal 2003 compared to the second quarter of 2002 driven by a 24.1%
increase in net sales over the second quarter of fiscal 2002 and higher gross profit margins. Gross profit margin increased 230 basis points in the second quarter of fiscal 2003 as compared with the
second quarter of
2002 as the Company continued to improve its sourcing of merchandise and management of markdowns.

The
Company opened six stores in the second quarter of fiscal 2003 and has opened 21 stores in the first half of fiscal 2003. Management believes the chain can grow to approximately 500
stores from the fiscal 2002 year-end base of 160 stores. The Company plans to open approximately 50 stores in fiscal 2003, between 50 to 75 stores in fiscal 2004 and between 75 to
100 stores each year thereafter to grow the chain to the 500 store level. However, the Company cannot assure you that it will open such number of stores. The store growth is part of a strategic plan
the Company initiated in fiscal 2000. In the past three years, the Company has continued to increase the amount of store openings as its infrastructure and performance improved. As such, there were
ten new stores opened in fiscal 2000 (including two factory stores), 21 new stores in fiscal 2001 and 25 new stores in fiscal 2002.

11

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The
Company maintains a $75 million bank line of credit (the "Credit Agreement") that extends until April 2006. The Company's availability in excess of outstanding
borrowings, as supported by the existing borrowing base under its Credit Agreement, was $39.8 million at August 2, 2003 compared with $34.7 million at the same time in fiscal
2002. Total bank debt outstanding under the Credit Agreement, excluding mortgages and long-term notes, was $24.0 million at August 2, 2003 compared with $0 at the same time
in fiscal 2002. The Company also had outstanding term debt of $9.8 million and $11.1 million as of August 2, 2003 and August 3, 2002, respectively. The increased total debt
compared with last year relates primarily to the purchase of inventories to support new store growth and to build the basic inventory levels. (See page 15 for a further discussion of inventories.)

Management
expects that capital expenditures will range between $16 and $18 million in fiscal 2003, primarily to fund the opening of new stores, the renovation of at least four
major stores, an expansion in distribution center capacity, and the implementation of various systems initiatives.

Results of Operations

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

|                                         |  | Percentage of Net Sales
Three Months Ended |   | Percentage of Net Sales
Six Months Ended |  
|---------------------------------------- |  | ------------------------------------------ | - | ---------------------------------------- | -
|
|Net sales                                |  | 100.0                                      | % | 100.0                                    | %
|Cost of goods sold                       |  | 47.1                                       |   | 44.8                                     |  
|                                         |  |                                            |   |                                          |  
|Gross profit                             |  | 52.9                                       |   | 55.2                                     |  
|General and administrative expenses      |  | 10.5                                       |   | 11.4                                     |  
|Sales and marketing expenses             |  | 38.5                                       |   | 37.6                                     |  
|Store opening costs                      |  | 0.3                                        |   | 0.3                                      |  
|                                         |  |                                            |   |                                          |  
|Operating income                         |  | 3.6                                        |   | 5.9                                      |  
|Interest expense, net                    |  | 0.5                                        |   | 0.6                                      |  
|                                         |  |                                            |   |                                          |  
|Income before provision for income taxes |  | 3.1                                        |   | 5.3                                      |  
|Provision for income taxes               |  | 1.3                                        |   | 2.2                                      |  
|                                         |  |                                            |   |                                          |  
|Net income                               |  | 1.8                                        | % | 3.1                                      | %
|                                         |  |                                            |   |                                          |  

Net SalesNet sales for the second quarter of fiscal 2003 increased 24.1%, to $64.4 million, compared with
$51.9 million in the second quarter of fiscal 2002. Comparable store sales increased 12.5% in the second quarter of fiscal 2003 as compared with the second quarter of fiscal 2002. Net sales for
the first half of fiscal 2003 increased 17.8%, to $126.7 million, compared with $107.6 million in the first half of fiscal 2002. Comparable store sales increased 6.3% in the first half
of fiscal 2003 as compared with the first half of fiscal 2002. The increases in net sales were driven primarily by increases in sales of suits, shirts and ties in the second quarter and first half of
fiscal 2003. For the first half of fiscal 2003 and fiscal 2002, suits represented approximately 32% and 30%, respectively, of total merchandise sales as the suit business continues to grow. Net sales
also increased as a result of the opening of new stores as follows:

12

---

|                                           |               | Three Months Ended |   | Six Months Ended
|------------------------------------------ | ------------- | ------------------ | - | ----------------
|
|
|Stores open at the beginning of the period |               | 137                |   | 745             
|                                           | Stores opened |                    | 6 |                 
|                                           | Stores closed |                    |  |                 
|                                           |               |                    |   |                 
|Stores open at the end of the period       |               | 143                |   | 772             
|                                           |               |                    |   |                 

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

Gross ProfitGross profit (net sales less cost of goods sold) as a percent of net sales increased 230 basis points in the
second quarter of fiscal 2003 to 55.2% and increased 340 basis points to 56.2% in the first half of fiscal 2003, as compared with the comparable periods of the prior year. The increased gross profit
percent is primarily due to the continued improvement in sourcing of merchandise and management of markdowns.

General and Administrative ExpensesGeneral and administrative expenses, which consist primarily of corporate payroll and
overhead and distribution center costs, increased $1.9 million in the second quarter of fiscal 2003 and increased $3.1 million in the first half of fiscal 2003 compared with the
comparable periods in fiscal 2002. The increases were due primarily to higher payroll, travel-related costs and other expenses related to business expansion and higher distribution center costs as the
Company processed over 95% and 70%, respectively, more units in the second quarter and first half of 2003 compared with the same periods in fiscal 2002.

Sales and Marketing ExpensesSales and marketing expenses, which consist primarily of store, factory store and direct
marketing occupancy, selling and other variable costs and total company advertising and marketing expenses, increased $4.3 million in the second quarter of fiscal 2003 and increased
$8.0 million in the first half of fiscal 2003 as compared to the same periods of fiscal 2002. The increase in sales and marketing expenses in the 38 stores which opened since the end of the
second quarter of fiscal 2002 plus the incremental increase in expense in the 8 stores opened throughout the first half of 2002, were $3.5 million and $6.6 million in the second quarter
and six months ended August 2, 2003, respectively. Sales and marketing expenses in the 118 stores which were open prior to fiscal 2002 were $.4 million and $1.1 million higher in
the second quarter and six months ended August 2,
2003, respectively, than in the same periods in fiscal 2002 primarily as a result of higher sales commissions and increased occupancy costs.

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Store Opening CostsStore opening costs increased $.1 million and $.4 million, respectively, during the second
quarter and first half of fiscal 2003, principally as the Company opened more new stores in the first half of 2003 compared with the same period of the prior year.

Interest Expense, netInterest expense, net increased $.1 million in the second quarter of fiscal 2003 compared with
the same quarter of the prior year due primarily to a $15.9 million higher average outstanding debt balance in the current quarter. Interest expense, net increased $.1 million for the
first half of fiscal 2003 compared with the same period last year as the average outstanding debt balance increased $9.7 million and the average interest rate decreased.

Income TaxesThe Company's effective tax rate, which consists of Federal and state income taxes was 41.7% and 41.0% in the
fiscal second quarters of 2003 and 2002, respectively. The first half of fiscal 2003 effective income tax rate increased to 42.0% compared with 39.8% in the first half of fiscal 2002, as a result of
higher state taxes due to increased tax rates and disallowance of certain deductions and higher marginal Federal income tax rates as income extends into higher tax brackets.

Liquidity and Capital ResourcesThe Company maintains a $75 million line of credit under its bank credit agreement (the
"Credit Agreement"), which provides for a revolving loan whose limit is determined by a formula based on the Company's inventories and accounts receivable. The Credit Agreement extends until
April 2006. The Credit Agreement also includes a) financial covenants concerning minimum earnings before interest, income taxes, depreciation and amortization (EBITDA),
b) limitations on capital expenditures and additional indebtedness and c) a restriction on the payment of dividends. The covenants are in effect only if the Company's availability in
excess of outstanding borrowings is less than $10 million. The Company's availability in excess of outstanding borrowings, as supported by the existing borrowing base under its Credit
Agreement, was $39.8 million at August 2, 2003 and thus the covenants were not in effect. The Company cannot assure that these covenants will not go into effect in the future. Interest
rates under the Credit Agreement are either at the prime rate or at LIBOR plus 1.5% at the Company's option. The Credit Agreement also includes provisions for a seasonal increase in the advance rate
used to determine the borrowing base amount.

The
Company has outstanding several notes that are payable in monthly installments, including a mortgage in connection with its corporate offices and distribution center, and secured
notes in connection with certain equipment. The aggregate amount outstanding under these notes at August 2, 2003 was $9.8 million.

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

Six Months EndedAugust 3, 2002

August 2, 2003Cash provided by (used in):Operating activities

$
9,843

$
(22,673
)Investing activities


(4,673
)

(8,944
)Financing activities


(3,410
)

23,953Net increase (decrease) in cash and cash equivalents

$
1,760

$
(7,664
)


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In
the first half of fiscal 2003, cash used in operating activities was $22.7 million due primarily to the $32.9 million increase in inventories. This was partially offset
by an increase in net income exclusive of depreciation and amortization. Finished goods inventories increased $27.2 million during the first half of fiscal 2003, primarily to support new
stores. Raw material inventories (wool) increased $5.7 million in the first half of fiscal 2003 as a result of the Company's continuing effort to contract directly with clothing manufacturers
and cut out the middleman.

Inventories
at the end of the second quarter of fiscal 2003 were $111.2 million compared with $63.6 million at the end of the second quarter of fiscal 2002. The
$47.6 million increase in inventories since the end of the second quarter of fiscal 2002 was due primarily to the following:

Amount
(in millions)The Company opened and stocked 38 new stores since the end of the second quarter of fiscal 2002

$
14.6Raw material (wool) added as part of the Company's increasing efforts to cut out the middleman (agents and brokers) in its inventory sourcing process and to contract directly with manufacturers to cut and sew its products; the Company is able to
reduce its cost of inventory purchases by buying these raw materials and not paying commission or mark-up on the raw materials to the agents and brokers


8.6Net increase in the inventories purchased for new stores to be opened in the second half of the year


4.4Inventory purchases as part of the Company's plan to increase comparable store inventories which the Company believed were too low at the end of the second quarter of 2002; the second quarter 2002 comparable store inventories were 9% below the levels
of 2001 and the Company believes sales were negatively affected in the second quarter of 2002 as a result of the low inventories; comparable store inventories were increased by approximately 7% compared with the desired levels of 2001 which the
Company believes is the more appropriate operating levelthese levels are consistent with the compounded comparable store sales increase of over 10% over the same time frame


4.5Inventory purchases as part of the Company's plan to increase the shelf stock of certain basic programs to develop flexibility in growing the chain by ensuring that inventory is readily available to support higher sales


5.3Fall inventory receipts that were moved forward to earlier delivery dates to support an expected higher sales trend in the second half of 2003


6.1Assortment expansion and seasonal clearance merchandise


4.1Increase in inventories  August 2, 2003 compared with August 3, 2002

$
47.6


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Cash used in investing activities in the first six months of fiscal 2003 was $8.9 million, which was $4.3 million higher than in the first half of
fiscal 2002. The increase was due primarily to the opening of
21 new stores in the first half of fiscal 2003, renovating four major stores and expanding the capacity of the distribution center to handle at least 400 stores.

In
the first half of fiscal 2003, $24.0 million of cash was provided by financing activities primarily to support the increase in inventories. The source of these funds was the
Company's revolving loan under the Credit Agreement.

For
fiscal 2003, the Company expects to spend between $16 to $18 million on capital expenditures, primarily to fund the opening of approximately 50 new stores (of which 21 have
been opened as of August 2, 2003), the renovation of four major stores, an expansion of the distribution center capacity and the implementation of various systems initiatives. The estimated
capital expenditures are net of negotiated landlord contributions to help fund the construction of leasehold improvements for new stores. These amounts are typically paid by the landlords after the
completion of construction by the Company and the receipt of appropriate lien waivers and other documents from contractors. For the stores opened in fiscal 2002, the Company negotiated approximately
$5.3 million of landlord contributions of which approximately $4.8 million have been collected, including $1.9 million which was collected in the first half of 2003. The majority
of the remaining amount is expected to be received by the end of the third quarter. For the stores opened in the first half of 2003, the Company negotiated $3.7 million of landlord
contributions of which approximately $.9 million were collected in the first half of 2003. The majority of the remaining amount is expected to be received by the end of fiscal 2003.

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

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



16

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undiscounted
future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset. The valuation of these assets is dependent on the Company's ability to continue to generate profits at both the Company and
store levels.

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



At August 2, 2003, the Company had no derivative financial instruments. In addition, the Company does not believe it is materially at risk for changes in
market interest rates or foreign currency fluctuations. The Company's interest on borrowings under its Credit Agreement is at a variable rate based on the prime rate or a spread over the LIBOR.



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

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

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

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

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

17

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

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

Conclusions Regarding Disclosure Controls.Based upon the required evaluation of Disclosure Controls as of August 2,
2003, the CEO and CFO have concluded that, subject to the limitations noted above, the Company's Disclosure Controls are effective to ensure that material information relating to the Company and its
consolidated subsidiaries is made known to management, including the CEO and CFO.

Changes to Internal Controls over Financial Reporting.In accordance with the SEC's requirements, the CEO and the CFO note
that, during the quarter ended August 2, 2003, there have been no significant changes in Internal Controls over Financial Reporting or in other factors that have materially affected or are
reasonably likely to materially affect Internal Controls over Financial Reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

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

18

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 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:



For

Withheld1.    Election of DirectorsAndrew A. Giordano

3,467,744

1,696,8472.    Ratification of the selection of KPMG, LLP as the Company's independent public accountants for the fiscal year ending January 31, 2004.


For

Against

Abstain5,071,870

92,621

100


Item 6.    Exhibits and Reports on Form 8-K

31.1

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

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

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

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




19

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

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