FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

[X] QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934.

For the quarterly period ended October 30, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended _______________________to_______________________


                           Commission File No.0-20234

                                Today's Man, Inc.
             (Exact name of registrant as specified in its charter)

              Pennsylvania                            23-1743137
     (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)

    835 Lancer Drive, Moorestown, NJ                    08057
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number                        609-235-5656

                                 Not Applicable
               Former name, former address and former fiscal year,
                          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,  and (2) has been subject to such filing  requirements
for the past 90 days.

                          YES _X_          NO ___.

APPLICABLE  ONLY TO  REGISTRANTS  INVOLVED IN A BANKRUPTCY  DURING THE PRECEDING
FIVE YEARS

     Indicate by check mark whether the  Registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                          YES _X_          NO ___.

27,014,635 common shares were outstanding as of December 13, 1999.


<PAGE>


                                TODAY'S MAN INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                         PAGE
                                                                                                         ----
<S>                                                                                                       <C>
PART I.           FINANCIAL INFORMATION:

       Item 1.    Condensed Consolidated Financial Statements - Unaudited

       Consolidated Balance Sheets
                  October 30, 1999 and January 30, 1999....................................................1

       Consolidated Statements of Operations
                  Thirteen weeks ended October 30, 1999 and October 31, 1998...............................2

       Consolidated Statements of Operations
                  Thirty-nine weeks ended October 30, 1999 and October 31, 1998............................3

       Consolidated Statements of Cash Flows
                  Thirty-nine weeks ended October 30, 1999 and October 31, 1998............................4

                  Notes to Consolidated Financial Statements.............................................5-6

       Item 2.    Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.............................................................7-10

       Item 3.    Quantitative and Qualitative Disclosures about Market Risks.............................11

PART II.          OTHER INFORMATION

       Item 1.    Legal Proceedings......................................................................11

       Item 2.    Changes in Securities and Use of Proceeds..............................................11

       Item 3.    Defaults Upon Senior Securities........................................................11

       Item 4.    Submission of Matters to a Vote of Security Holders....................................11

       Item 5.    Other Information......................................................................11

       Item 6.    Exhibits and Reports on Form 8-K.......................................................11

         Signatures......................................................................................12
</TABLE>



<PAGE>


                                TODAY'S MAN, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          October 30,    January 30,
                                                                          -----------    -----------
                                                                             1999           1999
                                                                          -----------    -----------
                                                                          (Unaudited)
                                     ASSETS
<S>                                                                        <C>           <C>
Current assets:
      Cash and cash equivalents                                           $   126,200   $ 1,181,100
      Due from credit card companies and other receivables, net             2,177,000     1,535,300
      Inventory                                                            45,863,800    34,636,600
      Prepaid expenses and other current assets                             4,351,200     3,903,800
      Prepaid inventory purchases                                           2,112,100     3,038,600
                                                                          -----------   -----------
         Total current assets                                              54,630,300    44,295,400

Property and equipment, less accumulated depreciation and
      amortization                                                        $34,082,600   $32,664,800
Loans to shareholders                                                         228,400       228,400
Rental deposits and other noncurrent assets                                 1,965,300     1,785,600
                                                                          -----------   -----------
                                                                          $90,906,600   $78,974,200
                                                                          ===========   ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Trade accounts payable                                              $ 9,532,600   $ 5,719,400
      Accrued expenses and other current liabilities                        3,481,700     5,827,200
      Capital lease obligations                                               253,300       821,600
                                                                          -----------   -----------
         Total current liabilities                                         13,267,600    12,368,200

Capital lease obligations, less current maturities                                 --       216,000
Deferred rent and other                                                     4,580,600     4,750,000
Obligations under revolving credit facility                                23,423,500     8,945,700
                                                                          -----------   -----------
                                                                           41,271,700    26,279,900

Shareholders' equity:
Preferred stock, no par value, 5,000,000 shares authorized, none issued            --            --
Common stock, no par value, 100,000,000 shares authorized,
      27,014,635 and 27,014,485 shares issued and outstanding at
      October 30, 1999 and January 30, 1999 respectively                   48,451,600    48,451,200
Retained earnings                                                           1,183,300     4,243,100
                                                                          -----------   -----------
Total shareholders' equity                                                 49,634,900    52,694,300
                                                                          -----------   -----------
                                                                          $90,906,600   $78,974,200
                                                                          ===========   ===========
</TABLE>

                             See accompanying notes.


                                       1
<PAGE>


                                TODAY'S MAN, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          FOR THIRTEEN WEEKS ENDED
                                                          Oct. 30,         Oct. 31,
                                                         ------------    ------------
                                                             1999            1998
                                                         ------------    ------------
<S>                                                      <C>             <C>
Net sales                                                $ 42,090,900    $ 48,269,900

Cost of goods sold                                         26,178,100      29,334,300
                                                         ------------    ------------

       Gross profit                                        15,912,800      18,935,600

Selling, general and administrative expenses               18,079,600      16,933,900
                                                         ------------    ------------

Income (loss) from operations                              (2,166,800)      2,001,700

Interest expense and other income, net                        364,400       1,172,800
                                                         ------------    ------------

       Income (loss) before income taxes                   (2,531,200)        828,900

Income taxes (benefit)                                       (936,700)        307,000
                                                         ------------    ------------

Net income (loss)                                        $ (1,594,500)   $    521,900
                                                         ============    ============

Earnings (loss) per share - basic                        $      (0.06)   $       0.02
                                                         ============    ============

Weighted average shares outstanding                        27,014,635      27,278,687

Earnings (loss) per share, assuming dilution             $      (0.06)   $       0.02
                                                         ============    ============

Weighted average shares outstanding, assuming dilution     27,014,635      27,278,687
</TABLE>


                             See accompanying notes.


                                       2
<PAGE>


                                TODAY'S MAN, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          FOR THIRTY-NINE WEEKS ENDED
                                                           Oct. 30,          Oct. 31,
                                                         -------------    -------------
                                                              1999            1998
                                                         -------------    -------------
<S>                                                      <C>              <C>
Net sales                                                $ 134,493,200    $ 146,103,400

Cost of goods sold                                          85,973,500       92,474,900
                                                         -------------    -------------

       Gross profit                                         48,519,700       53,628,500

Selling, general and administrative expenses                52,379,600       48,289,800
                                                         -------------    -------------

Income (loss) from operations                               (3,859,900)       5,338,700

Interest expense and other income, net                         899,100        2,704,500
                                                         -------------    -------------

       Income (loss) before income taxes                    (4,759,000)       2,634,200

Income taxes (benefit)                                      (1,699,200)         975,000
                                                         -------------    -------------

Net income (loss)                                        $  (3,059,800)   $   1,659,200
                                                         =============    =============

Earnings (loss) per share - basic                        $       (0.11)   $        0.06
                                                         =============    =============

Weighted average shares outstanding                         27,014,601       27,281,646

Earnings (loss) per share, assuming dilution             $       (0.11)   $        0.06
                                                         =============    =============

Weighted average shares outstanding, assuming dilution      27,014,601       27,281,646
</TABLE>

                             See accompanying notes.


                                       3
<PAGE>


                                TODAY'S MAN, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             FOR THIRTY-NINE WEEKS ENDED
                                                                              Oct. 30,          Oct. 31,
                                                                            -------------    -------------
                                                                                1999             1998
                                                                            -------------    -------------
<S>                                                                         <C>              <C>
Operating activities
     Net income (loss)                                                      $  (3,059,800)   $   1,659,200
         Adjustments to reconcile net income (loss) to net cash in
              operating activities:
         Depreciation and amortization                                          2,685,600        2,256,400
         Accretion of debt discount                                                    --          713,600
         Deferred credits                                                        (169,400)         892,000
         Tax benefit of net operating loss carryforward                                --          975,000
     Changes in operating assets and liabilities:
         Decrease (increase) in receivables                                      (641,700)         107,900
         Increase in inventory                                                (11,227,200)      (8,292,400)
         Decrease (increase) in prepaid expenses and other current assets         479,100       (2,645,800)
         Decrease (increase) in rental deposits and other non current
             assets                                                              (179,700)         526,500
         Increase (decrease) in payables, accrued expenses and
             liabilities subject to
             settlement                                                         1,467,700       (9,306,300)
         Decrease in restricted cash                                                   --        8,720,500
                                                                            -------------    -------------
     Total adjustments                                                         (7,585,600)      (6,052,600)
                                                                            -------------    -------------

Net cash used in operating activities                                         (10,645,400)      (4,393,400)

Cash flow used in investing activities:
     Capital expenditures                                                      (2,333,400)      (2,871,700)
     Fixtures and equipment in process                                         (1,770,000)              --
                                                                            -------------    -------------
Net cash used in investing activities                                          (4,103,400)      (2,871,700)

Cash flow provided by financing activities:
     Repayment of capital leases                                                 (784,300)      (1,029,600)
     Borrowings under revolving credit facility                               130,775,800       47,885,000
     Repayment of term loan and revolving credit facility                    (116,298,000)     (39,697,600)
     Proceeds from exercise of stock options and common stock
         purchase warrants                                                            400           12,800
                                                                            -------------    -------------
Net cash provided by financing activities                                      13,693,900        7,170,600

Net decrease in cash and cash equivalents                                      (1,054,900)         (94,500)
Cash and cash equivalents at beginning of period                                1,181,100          219,500
                                                                            -------------    -------------
Cash and cash equivalents at end of period                                  $     126,200    $     125,000
                                                                            =============    =============
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>


                                TODAY'S MAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Financial Statement Presentation

     The accompanying unaudited consolidated financial statements, which include
the  accounts  of the  Company  and its  wholly  owned  subsidiaries,  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.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  All significant  intercompany  transactions and accounts
have been  eliminated  in  consolidation.  In the  opinion  of  management,  all
adjustments  (consisting only of normal recurring accruals) considered necessary
for a fair  presentation  have been included.  Due to the seasonal nature of the
Company's  sales,  operating  results for the interim period are not necessarily
indicative  of results that may be expected  for the fiscal year ending  January
29,  2000.  For  further  information,   refer  to  the  consolidated  financial
statements  and footnotes  thereto  which are included in the  Company's  Annual
Report on Form 10-K for the fiscal year ended January 30, 1999.

     As of January 31, 1998, the Company effected a quasi-reorganization through
the  application  of  $27,316,200  of its  $74,115,700  Common Stock  account to
eliminate  its retained  deficit.  The Company's  Board of Directors  decided to
effect  a  quasi-reorganization   given  that  the  Company  had  completed  its
restructuring,  obtained  long-term  financing  and  successfully  emerged  from
bankruptcy.  The Company's  retained  deficit at January 31, 1998 was related to
operations  that  resulted  in the  restructuring  of the Company and the losses
incurred  during the Chapter 11 proceeding  and was not, in  management's  view,
reflective of the Company's then current financial condition.

2.   Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  amounts  reported  in the  financial  statements  and
accompanying notes. Actual results could differ from those estimates.

3.   Earnings (Loss) per Common Share

     Earnings  (loss) per share is  calculated  following  Financial  Accounting
Standards  Board  Statement  No. 128 Earnings per Share.  Statement 128 requires
companies to present basic and diluted  earnings per share.  Basic  earnings per
share excludes any dilutive effect of outstanding  stock options whereas diluted
earnings  per share  includes the effect of such items.  There is no  difference
between basic and diluted  earnings per share for the current period because the
effect of the Company's common share equivalents would be anti-dilutive.

4.   Recent Accounting Pronouncements

     In June 1998, the FASB issued Statement No. 133,  Accounting for Derivative
Instruments  and Hedging  Activities,  which is required to be adopted in fiscal
2000. The Company expects to adopt the new Statement effective February 2, 2002.
The  Statement  will require the Company to  recognize  all  derivatives  on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income.  If a derivative is a hedge,  depending on the nature
of the hedge,  changes in the fair value of the derivative will either be offset
against  the  change  in fair  value of the  hedged  asset,  liability,  or firm
commitment through earnings,  or recognized in other comprehensive  income until
the  hedged  item is  recognized  in  earnings.  The  ineffective  portion  of a
derivative's  change in fair value will be  immediately  recognized in earnings.
The Company does not anticipate  that the adoption of this Statement will have a
significant effect on its results of operations or financial position.


                                       5
<PAGE>


                                TODAY'S MAN, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)


     In March,  1998,  the American  Institute of Certified  Public  Accountants
(AICPA) issued Statement of Position (SOP) No. 98-1 "Accounting for the Costs of
Computers Software Developed or Obtained for Internal Use." The Company followed
the SOP in accounting for the costs of computer  software  obtained for internal
use during 1998.  SOP 98-1 is  consistent  with the Company's  prior  accounting
policies in all material aspects.


                                       6
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Investment Considerations

     In analyzing whether to make, or to continue, an investment in the Company,
investors   should   consider,   among   other   factors,   certain   investment
considerations  more  particularly  described in "Item 1:  Business - Investment
Considerations"  in the Company's  Annual Report on Form 10-K for the year ended
January 30,  1999, a copy of which can be obtained,  without  charge  except for
exhibits to the Report, upon written request to Mr. Frank E. Johnson,  Executive
Vice President and Chief Financial Officer, Today's Man, Inc., 835 Lancer Drive,
Moorestown, New Jersey 08057.

Safe Harbor Statement under Private Securities Litigation Reform Act of 1995

     Certain  statements  in this Form  10-Q  which  are not  historical  facts,
including,  without  limitation,  statements as to the Company's planned results
for 1999, new store openings,  estimated costs of new systems,  and the costs to
address  year  2000  compliance   issues,   or  as  to   management's   beliefs,
expectations, or opinions, are forward looking statements that involve risks and
uncertainties and are subject to change at any time. Certain factors, including,
without limitation the risk that the assumptions upon which the  forward-looking
statements  are based  ultimately  may prove  incorrect,  risks arising from the
Company's  growth  strategy,  small  store  base and  geographic  concentration,
declining  unit  sales  of  men's  tailored   clothing,   control  by  principal
shareholder,  year 2000 compliance issues,  the Company's  relationship with its
suppliers,  foreign  currency  fluctuations,  dependence  on senior  management,
seasonality and general economic  conditions and competition and the other risks
detailed  from time to time in the  Company's  filings with the  Securities  and
Exchange Commission,  including,  without limitation,  its Annual Report on Form
10-K, can cause actual results and developments to be materially  different from
those expressed or implied by such forward-looking  statements.  See "Investment
Considerations,"  above,  for  instructions  on how  to  receive  a copy  of the
Company's Annual Report.

RESULTS OF OPERATIONS:

     The following table sets forth, as a percentage of net sales, certain items
appearing in the consolidated statements of operations for the thirteen week and
thirty-nine periods ended October 30, 1999 and October 31, 1998, respectively.

<TABLE>
<CAPTION>
                                                   PERCENTAGE OF NET SALES
                                                  THIRTEEN          THIRTY-NINE
                                                 WEEKS ENDED        WEEKS ENDED
                                              Oct. 30,  Oct. 31,  Oct. 30,  Oct. 31,
                                                1999      1998      1999      1998
                                               ----------------    ---------------
<S>                                            <C>       <C>      <C>       <C>
Net sales                                      100.0%    100.0%   100.0%    100.0%
Cost of goods sold                              62.2      60.8     63.9      63.3
                                               ----------------    ---------------
     Gross profit                               37.8      39.2     36.1      36.7
Selling, general and administrative expenses    42.9      35.1     39.0      33.0
                                               ----------------    ---------------
     Income (loss) from operations              (5.1)      4.1     (2.9)      3.7
     Interest expense and other income, net       .9       2.4       .6       1.9
                                               ----------------    ---------------
Income (loss) before income taxes               (6.0)      1.7     (3.5)      1.8
Income taxes (benefit)                          (2.2)      0.6     (1.2)      0.7
                                               ----------------    ---------------
     Net income (loss)                          (3.8)%     1.1%    (2.3)%     1.1%
                                               ================    ===============
</TABLE>


                                       7
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

THIRTEEN WEEKS ENDED OCTOBER 30, 1999 AND OCTOBER 31, 1998:

NET  SALES.  Net sales  decreased  $6,179,000  or 12.8% in the third  quarter of
fiscal 1999 compared to the year ago period.  Comparative  store sales decreased
$6,608,000  or 13.8% in the third  quarter of fiscal  1999.  The decrease in net
sales is a result of the decline in foot traffic the Company experienced.  There
were 29 and 25  superstores  in  operation  at October  30, 1999 and October 31,
1998, respectively.

GROSS PROFIT.  Gross profit as a percentage of net sales  decreased to 37.8% for
the third quarter of 1999  compared to 39.2% for the third quarter of 1998.  The
decrease  in the gross  profit  percentage  is a result of the  decline  in foot
traffic  causing  more  markdowns  to be  taken in  order  to  cleanse  seasonal
inventories.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  increased  $1,145,700  or 6.8% in the third quarter of
fiscal 1999,  and  increased as a percentage of sales to 42.9% from 35.1% in the
third quarter of fiscal 1998. The dollar  increase is primarily due to increased
advertising costs associated with the Company's branding campaign. Additionally,
the Company incurred $244,200 of new store expenses  attributable to the opening
of four new stores in the Baltimore, Maryland and Washington D.C. markets. Store
payroll, occupancy and advertising costs increased by $1,303,000 or 13.1% in the
third quarter of fiscal 1999, and represented 26.6% of sales compared with 21.6%
of sales for the year ago period.

INTEREST EXPENSE AND OTHER INCOME,  NET. Interest  expense,  interest income and
other  expense,  net decreased by $808,400 for the third quarter of fiscal 1999.
The decrease in interest  expense is  attributable  to the lower  interest  rate
obtained by the  refinancing  of the Company's  revolving  credit  facility with
Mellon Bank on December 4, 1998 which bears  interest at prime (8.25% at October
30,  1999).  The Mellon  Bank  facility  permits the Company to have one or more
portions of the  outstanding  balance of its loan accrue  interest at LIBOR rate
plus applicable  margin.  The Company elected to have $9,500,000 accrue interest
at LIBOR rate plus  applicable  margin  (7.72%)  effective  June 25,  1999 for a
period of 90 days. On September 27, 1999 the Company elected to have $18,000,000
accrue interest at LIBOR plus applicable margin (7.94%) for a period of 60 days.
The  Company had  average  borrowings  under its  revolving  credit  facility of
$18,505,700 during the quarter ended October 30, 1999.


THIRTY-NINE WEEKS ENDED OCTOBER 30, 1999 AND OCTOBER 31, 1998:

NET SALES. Net sales decreased  $11,610,200 or 7.9% for the first nine months of
fiscal 1999 compared to the year ago period.  Comparative  store sales decreased
8.2%.  The  decrease in net sales is a result of the decline in foot traffic the
Company  experienced.  There were 29 and 25  superstores in operation at October
30, 1999 and October 31, 1998, respectively.

GROSS PROFIT.  Gross profit as a percentage of net sales  decreased to 36.1% for
the first nine  months of 1999  compared  to 36.7% for the first nine  months of
1998. The decrease in gross profit percentage is a result of the decline in foot
traffic  causing  more  markdowns  to be  taken in  order  to  cleanse  seasonal
inventories.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative expenses increased $4,089,800 or 8.5% in the first nine months of
fiscal 1999,  and  increased as a percentage of sales to 39.0% from 33.0% in the
third  quarter  of  fiscal  1998.  The  dollar  increase  is  due  primarily  to
advertising costs related to the Company's branding campaign.  Additionally, the
Company incurred  $267,000 of new store expenses  attributable to the opening of
four new stores in the Baltimore,  Maryland and Washington D.C.  markets.  Store
payroll,  occupancy, and advertising costs increased $3,574,500 or 12.7% for the
first nine months of fiscal 1999, and  represented  23.5% of sales compared with
19.2% of sales for the year ago period.


                                       8
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


INTEREST EXPENSE AND OTHER INCOME,  NET. Interest  expense,  interest income and
other expense,  net decreased by $1,805,400 from the first nine months of fiscal
1998.  The decrease in interest  expense is  attributable  to the lower interest
rate obtained by the refinancing of the Company's revolving credit facility with
Mellon Bank on December 4, 1998, which bears interest at prime (8.25% at October
30,  1999).  The Mellon  bank  facility  permits the Company to have one or more
portions of the  outstanding  balance of its loan accrue  interest at LIBOR rate
plus applicable  margin.  The Company elected to have $9,500,000 accrue interest
at LIBOR plus applicable  margin (7.72%) effective June 25, 1999 for a period of
90 days. On September 27, 1999 the Company  elected to have  $18,000,000  accrue
interest at LIBOR plus  applicable  margin  (7.94%) for a period of 60 days. The
Company  had  average   borrowings   under  its  revolving  credit  facility  of
$15,118,900 during the nine month period ended October 31,1999.  The Company had
average borrowings under its revolving credit facility of $15,118,900 during the
nine months ended October 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  primary  sources  of  working  capital  are cash  flow from
operations and borrowings under the revolving  credit  facility.  At October 30,
1999,  the  Company  had  working   capital  of  $41,616,000  as  compared  with
$31,927,200 at January 30, 1999.

     On December 4, 1998, the Company entered into a Loan and Security Agreement
with Mellon Bank,  N. A.,  ("Mellon")  individually  and as agent.  The Loan and
Security Agreement  provides for a $45.0 million revolving credit facility.  The
Company has  granted  Mellon a lien on its  tangible  and  intangible  assets to
secure this term loan and  revolving  credit  facility.  Proceeds from this loan
were used to refinance the Company's previous revolving credit facility and term
loan from Foothill Capital  Corporation.  As a result of this  refinancing,  the
Company incurred a prepayment  penalty of  approximately  $720,000 and wrote off
approximately  $640,000 of unamortized  debt issuance costs.  These amounts were
partially offset by approximately  $315,000 in accrued debt discount and related
liabilities and  approximately  $387,000 in income tax benefits  related to this
extraordinary item.

     The Mellon  revolving  credit  facility bears interest at the option of the
Company at prime (8.25% at October 30, 1999) or LIBOR plus a margin ranging from
1.75% to 3.25% depending upon the Company's EBITDA, has a term of five years and
includes a $20.0 million  sublimit for letter of credit  advances.  Availability
under the revolver is determined by a formula based on inventory and credit card
receivables, less applicable reserves.

     The  Mellon  Loan  and  Security  Agreement  contains  financial  covenants
including  tangible  net worth,  indebtedness  to  tangible  net worth and fixed
charge  coverage  ratios,  and  limitations  on new store  openings  and capital
expenditures as well as restrictions on the payment of dividends. In April 1999,
the company and Mellon  amended the Loan Agreement to allow for the inclusion of
participant  lenders  and to modify  certain  other  provisions,  including  the
tangible net work and fixed charge coverage ratio  covenant.  The Company was in
compliance with all covenants as of and for the quarter ended October 30, 1999.

     The  Company  believes  that the  sources of capital  above and  internally
generated funds will be adequate to meet the Company's anticipated needs through
fiscal 1999.


                                       9
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Year 2000 Compliance

     The  Company  has  conducted  a  comprehensive  review  of its  information
technology and non information  technological systems to determine which systems
will require  modification to enable  processing of transactions  related to the
year 2000 and beyond. The primary information  technology systems upon which the
Company relies for its daily operations are the point of sale register  systems,
its merchandising  system and its general ledger accounting systems. The Company
has completed  testing of its point of sale and existing  general  ledger system
and concluded that these systems are capable of processing  transactions  in the
year 2000 and beyond. The Company has completed testing its merchandising system
and such system will  require  remediation  that is  estimated to cost less than
$250,000.  A further and complete analysis of the Company's internal systems has
indicated  that despite the systems'  ability to properly  process  transactions
related to the year 2000 and beyond,  the Company's overall  operations would be
better  served by  replacing  the  existing  general  ledger  and  merchandising
systems.  As of January 30, 1999, the Company has completed the  installation of
its new general ledger system.  The Company's new merchandising  system has been
warranted to be a year 2000 compliant  system by the supplier,  and installation
is  currently  in  progress.  A  contingency  plan  to  remediate  the  existing
merchandising  system was completed by October 16, 1999.  The Company  estimates
that it will spend an additional  $100,000 to $125,000 of budgeted funds through
the end of the fiscal year ending  January 30, 2000  ("Fiscal  1999") to replace
its existing merchandise and financial accounting systems.  Included in fixtures
and equipment in process for the quarter ended October 30, 1999 is approximately
$1,347,800   of  new  system   costs  and   $49,500  of  year  2000   compliance
modifications. One of the primary requirements imposed by the Company on its new
systems vendors is certification of year 2000 compliance and compatibility.  The
costs  for new  systems  will be  capitalized  and  depreciated,  to the  extent
permitted by generally accepted  accounting  principles,  in accordance with the
Company's fixed asset policy.

     In an effort to  determine  and ensure that there would be no material  and
adverse  impact  on  the  results  of the  Company's  operations  caused  by non
informational technological systems, an internal committee was developed using a
cross  section of all  disciplines  within  the  Company.  All of the  Company's
vendors  and  suppliers  were polled and asked to  evaluate  and  confirm  their
abilities to process  transactions in the year 2000 and beyond.  This committee,
which reports  directly to the Company's Chief Financial  Officer,  is currently
evaluating  responses from vendors and has preliminarily  identified all mission
critical non-information technological systems. These systems will be tested and
contingency   plans  will  be  developed   for  those   systems   deemed  to  be
non-compliant.  It is the  committee's  intention  to  complete  its testing and
contingency planning before December 20, 1999.

     If the Company's present efforts to address year 2000 compliance issues are
not  successful,  or if the  systems of its  suppliers  are not  compliant,  the
Company may be unable to engage in normal  business  activities  for a period of
time after January 1, 2000. As a result the Company would be unable to recognize
income.  The  Company  also may  lose  existing  or  potential  clients  and its
reputation in the industry might be damaged.


                                       10
<PAGE>


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The Company is a retail  company doing  business  within the United States.
Its primary market risk is exposure to interest rates  fluctuations  on its debt
instruments.  The Company's  bank  revolving  credit  facility bears interest at
variable rates. The variable  interest rate is the rate in effect at the quarter
ended July 31, 1999,  and it  fluctuates  with the lending  bank's prime rate or
LIBOR rates.


                           PART II - OTHER INFORMATION


Item 1.    Legal Proceedings

           None - not applicable

Item 2.    Changes in Securities and Use of Proceeds

           None - not applicable

Item 3.    Defaults Upon Senior Securities

           None - not applicable

Item 4.    Submission of Matters to a Vote of Shareholders

           None - not applicable

Item 5.    Other Information

           None - not applicable

Item 6.    Exhibits and Reports on Form 8-K

           Exhibits

           None - not applicable

           Reports on Form 8-K

           None - not applicable



                                       11
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                       TODAY'S MAN, INC.
                                         (Registrant)


Date:    December 13, 1999             /s/ David Feld
                                       -----------------------------------------
                                       David Feld
                                       Chairman of the Board and
                                       Chief Executive Officer


Date:    December 13, 1999             /s/ Frank E. Johnson
                                       -----------------------------------------
                                       Frank E. Johnson
                                       Executive Vice President, Chief Financial
                                       Officer and Treasurer
                                       Principal Financial Officer


Date:    December 13, 1999             /s/ Barry S. Pine
                                       -----------------------------------------
                                       Barry S. Pine
                                       Vice President and Controller
                                       Principal Accounting Officer


                                       12