<PAGE>
 
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                           --------------------------


                              HARTMARX CORPORATION
             (Exact name of Registrant as specified in its charter)

                Delaware                                 36-3217140
        (State of incorporation)            (I.R.S. Employer Identification No.)
                                                  

101 North Wacker Drive, Chicago, Illinois                   60606
(Address of Principal Executive Offices)                  (Zip Code)


                      THE HARTMARX SAVINGS-INVESTMENT PLAN
                              (Full title of Plan)

                                 MARY D. ALLEN
                           Executive Vice President,
                         General Counsel and Secretary
                              Hartmarx Corporation
                             101 North Wacker Drive
                            Chicago, Illinois 60606
                                  312/372-6300
           (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
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                                                  CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                  <C>                            <C>
                                                       Proposed Maximum                                    Amount of
Title of Each Class of Securities     Amount to be    Offering Price Per         Proposed Maximum         Registration
         Being Registered            Registered (1)       Share (2)        Aggregate Offering Price (2)       Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.50
 per share (including Preferred
 Stock Purchase Rights)                 250,000             $5.44                   $1,360,000              $468.97
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The number of shares being registered represents the maximum number of
     shares that may be purchased by employees with employee contributions from
     time to time under the Plan until a new registration statement becomes
     effective.  This Registration Statement also covers the stock purchase
     rights (the "Rights") of the Registrant which are presently attached to and
     trade with the Common Stock of the Registrant.  Any value attributable to
     the Rights is reflected in the market price of the Common Stock.  Such
     additional securities are also being registered hereby as may become
     issuable under the Plan as a result of applicable anti-dilution provisions.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of
     the average of the high and low prices of the Common Stock on the New York
     Stock Exchange on May 1, 1996.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.


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PURSUANT TO RULE 429, THE PROSPECTUS WHICH IS PART OF THIS REGISTRATION
STATEMENT WILL BE ALSO BE USED IN CONNECTION WITH SECURITIES REGISTERED PURSUANT
TO REGISTRATION STATEMENT NOS. 2-32692, 2-44774, 2-53426, 2-64613, 2-83433, 
33-6194 and 33-42202.
- -------------------------------------------------------------------------------
<PAGE>
 
PROSPECTUS
 
                                     LOGO
 
                               ----------------
 
                       $1,375,000 INTERESTS IN THE PLAN
 
                                      AND
 
                               ----------------
 
                             HARTMARX CORPORATION
                                 COMMON STOCK
                                $2.50 PAR VALUE
 
                               ----------------
 
As described herein, Hartmarx Corporation ("Hartmarx" or the "Company") is
offering to employees of Hartmarx and participating subsidiary and affiliated
companies (collectively, the "Employers") an opportunity to participate in The
Hartmarx Savings-Investment Plan (the "Plan") through pre-tax and after-tax
contributions from earnings, with the funds so accumulated, together with
certain Employer contributions, to be invested in shares of Hartmarx common
stock, $2.50 par value per share ("Common Stock"), together with the stock
purchase rights (the "Rights") attached thereto (the "Stock Fund"), except to
the extent that employees direct investment of their contributions to the
Hartmarx GIC Fund, Vanguard Money Market Reserves--Prime Portfolio, Vanguard
Fixed Income Securities Fund--GNMA Portfolio, Vanguard STAR Fund, Vanguard
Index Trust--500 Portfolio, Vanguard/PRIMECAP Fund or Vanguard International
Growth Portfolio.
 
                               ----------------
 
  THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES
     AND  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON  THE AC-
        CURACY  OR ADEQUACY OF THIS PROSPECTUS. ANY  REPRESENTATION TO
           THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               ----------------
 
                  THE DATE OF THIS PROSPECTUS IS MAY 1, 1996.
<PAGE>
 
                             HARTMARX CORPORATION
                            101 NORTH WACKER DRIVE
                            CHICAGO, ILLINOIS 60606
                            TELEPHONE: 312 372-6300
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR IN THE REGISTRATION STATEMENTS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS; AND SUCH INFORMATION OR REPRESENTATIONS NOT CONTAINED OR
INCORPORATED BY REFERENCE HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS IS NOT AN OFFERING OF THE
SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION HEREIN SINCE THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
 
                             AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied at the public
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; Seven World Trade Center, 13th
Floor, New York, New York 10048; and the Northwestern Atrium Center 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
may be obtained at the prescribed rates from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such
reports, proxy statements and other information concerning the Company may
also be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, or the Chicago Stock Exchange,
Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605. The common
stock of the Company, par value $2.50 per share, is listed on each such
exchange.
 
  The Company has filed with the Commission a registration statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act") with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits to
the Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily
complete; with respect to each such contract, agreement or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference. For
further information pertaining to the Company and the securities offered
hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined or copied at the locations described above.
 
  Any statement contained in a document incorporated or deemed to be
incorporated herein by reference or contained this Prospectus, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
 
  THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF
THE DOCUMENTS DESCRIBED UNDER "INFORMATION INCORPORATED BY REFERENCE", OTHER
THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO: MRS. KAY C.
NALBACH, ASSISTANT SECRETARY, HARTMARX CORPORATION, 101 NORTH WACKER DRIVE,
CHICAGO, ILLINOIS 60606, TELEPHONE 312 372-6300.
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                        PAGE NO.
                                                                        --------
<S>                                                                     <C>
THE PLAN...............................................................     1
  Who May Participate..................................................     2
  Employee Contributions...............................................     2
  Employer Matching Contributions......................................     3
  Vesting..............................................................     3
ADMINISTRATION OF THE PLAN.............................................     4
INVESTMENT OF CONTRIBUTIONS............................................     4
  Stock Fund...........................................................     5
  GIC Fund.............................................................     6
  Vanguard Money Market Fund...........................................     6
  Vanguard GNMA Fund...................................................     6
  Vanguard STAR Fund...................................................     7
  Vanguard 500 Portfolio Fund..........................................     7
  Vanguard PRIMECAP Fund...............................................     7
  Vanguard International Growth Fund...................................     7
DISTRIBUTIONS AND WITHDRAWALS..........................................     7
  Retirement...........................................................     7
  Death or Disability..................................................     8
  Termination of Employment............................................     8
  Additional Distribution Rules........................................     8
  Withdrawals..........................................................     8
  Loans................................................................     9
  Rollovers to Other Qualified Plans...................................    10
  Forfeitures..........................................................    10
FEDERAL TAX EFFECTS TO PARTICIPATING EMPLOYEES.........................    10
  Total Distributions..................................................    10
  Partial In-Service Distributions.....................................    11
  In-Kind Distributions................................................    11
STOCK PURCHASE RIGHTS..................................................    11
INFORMATION INCORPORATED BY REFERENCE..................................    12
LEGAL OPINIONS.........................................................    13
EXPERTS................................................................    13
INDEMNIFICATION OF DIRECTORS AND OFFICERS..............................    13
</TABLE>
 
                                   THE PLAN
 
  The Plan was established by Hart Schaffner & Marx ("HSM"), pursuant to the
authorization of its Board of Directors on September 26, 1968, and commenced
operation in 1969. The Plan was adopted by Hartmarx and its name changed to
"The Hartmarx Savings-Investment Plan" after Hartmarx became the parent of HSM
pursuant to an Agreement and Plan of Merger and Reorganization approved by the
shareholders of HSM on April 13, 1983. The purpose of the Plan is to enable
eligible employees of the Employers to provide themselves with retirement
security through a systematic savings program and to provide those employees
with an opportunity to acquire an interest in Hartmarx Common Stock. The Board
of Directors of Hartmarx may alter, amend, modify, revoke or terminate the
Plan at any time. The Plan is a "defined contribution plan" under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and is subject
to the principal protective provisions of Title I of ERISA.    A "Plan Year"
under the Plan is a calendar year.
 
  The names of the Employers participating in the Plan are listed in the
Appendix to this Prospectus. Hartmarx also maintains a pension plan known as
The Hartmarx Retirement Income Plan (the "Retirement Income Plan").
<PAGE>
 
Each active employee who participates in this Plan also participates in the
Retirement Income Plan, at no additional cost to the employee.
 
WHO MAY PARTICIPATE
 
  The Plan is generally open to any active employee of any Employer who has
worked at least 1,000 hours in a specified 12 month period following
commencement of employment, is at least 21 years old, is not a Leased Employee
(as that term is defined in the Plan) and is not a participant in some other
non-governmental retirement plan (other than the Retirement Income Plan or the
Hartmarx Employee Stock Ownership Plan, the "ESOP") the cost of which is borne
in full or in part by the Employers.
 
EMPLOYEE CONTRIBUTIONS
 
  An employee who is eligible to be a Participant in the Plan may make annual
contributions to the Plan of up to 16 percent, in whole percentages only, of
his annual earnings as an employee of an Employer ("Earnings"), subject to a
$150,000 limitation, effective 1994, as adjusted for cost of living increases.
A Participant's contributions which do not exceed 6 percent of Earnings are
known as "Matched Contributions". Participant contributions in excess of 6
percent of Earnings are referred to as "Voluntary Contributions" and are not
subject to "Employer Matching Contributions", described below. Participant
contributions may be either pre-tax contributions, which reduce Earnings
subject to Federal (and state) income taxes, or after-tax contributions, which
do not so reduce such Earnings; however, the Plan provides that the first 1
percent of Earnings which each Participant contributes will be an after-tax
contribution. A Participant shall designate, in a salary reduction agreement or
form, the percentage he elects to contribute or have his Employer contribute to
the Plan on his behalf and the designation of such percentage as pre-tax or
after-tax. The Internal Revenue Code of 1986, as amended (the "Code"), limits
pre-tax contributions to a maximum amount (effective January 1, 1996, the
maximum amount is $9,500) which is subject to adjustment for cost of living
increases. In certain circumstances, the maximum amount of pre-tax and after-
tax contributions applicable to highly compensated Participants in the Plan may
be less than the maximum permitted for other Participants in order to comply
with certain non-discrimination provisions required under the Code.
Contributions to the Plan are made through regular payroll deductions forwarded
to Vanguard Fiduciary Trust Company (the "Recordkeeper" or "Vanguard"), as
designee of CTC Illinois Trust Company, the Trustee under the Plan (the
"Trustee"), and are generally remitted to Vanguard on a monthly basis.
 
  A Participant may change his contribution percentage, subject to certain
limitations as more fully described under the caption "INVESTMENT OF
CONTRIBUTIONS", with respect to Earnings not yet received. A Participant's
contribution percentage change (or its designation as pre-tax or after-tax)
shall be effective as soon as practicable after the amended salary reduction
agreement or form is received by the Plan Administrator. Under no circumstances
shall a salary reduction agreement or form, or change to a salary reduction
agreement or form (or a change in designation as pre-tax or after-tax) be
adopted retroactively. A Participant may discontinue his contributions at any
time without terminating his interest in the Plan, and such contributions may
be resumed by the Participant as soon as practicable following the Plan
Administrator's receipt of a new salary reduction agreement or form. A
Participant may not continue to contribute to the Plan after his retirement
date or after his employment is terminated for any reason, or during any period
in which he participates in certain non-governmental retirement pension plans
(other than the Retirement Income Plan or the ESOP) paid for in full or in part
by the Employers. Contributions can continue during a temporary absence for as
long as a Participant receives Earnings from one of the Employers, but must
stop when these Earnings cease.
 
  Vanguard is also authorized to receive amounts known as "eligible rollover
distributions" which are payable to Participants in the Plan from another
qualified retirement plan, including a plan which has been terminated or under
which contributions have been completely discontinued. Any of these amounts may
be transferred to the Plan only if permitted by the Plan Administrator and (i)
such amounts may be accepted by Vanguard only on the date designated by the
Plan Administrator for such purpose; (ii) the amounts of such eligible rollover
distributions shall not exceed the portion of such distribution which is
includable in gross
 
                                       2
<PAGE>
 
income; and (iii) the transfer must be made within sixty (60) days following
the date the Participant was entitled to receive such eligible rollover
distribution. Eligible rollover distributions are initially invested in the
Stock Fund (described below).
 
EMPLOYER MATCHING CONTRIBUTIONS
 
  Effective December 31, 1988, upon Hartmarx' adoption of the ESOP, which
contained provisions governing the allocation, distribution and calculation of
the amount of employer contributions that were substantially the same as the
provisions governing the allocation, distribution and calculation of Employer
Matching Contributions under the Plan, all obligations of the Employers to make
any future Employer Matching Contributions to the Plan ceased. All such
contributions are now made pursuant to the terms of the ESOP, which provides
that the Employers contribute, out of current or accumulated earnings, an
amount equal to (i) 25 percent of the first 1 percent of Earnings contributed
by a Participant, and (ii) 5 percent, or such greater percentage as the Company
in its sole discretion shall determine, of a Participant's remaining aggregate
Matched Contributions under this Plan (the "Employer Matching Contributions").
 
  These contributions may be made in cash or in shares of Common Stock (on the
basis of (i) their fair market value at the time such contributions are made or
treated as having been made, or (ii) the Employer's cost of the Common Stock,
whichever is less). Generally, Employer Matching Contributions are paid to
Vanguard on a monthly basis, although Employers have the right under the Plan
to make the Employer Matching Contributions for any year at any time before the
time prescribed by law for filing Hartmarx' Federal income tax return for the
taxable year within which such Plan Year ends, including extensions. If an
Employer's current or accumulated earnings are insufficient to make such
Employer Matching Contributions, then such contributions may be made by any
Employer which has adopted the Plan and shall be deemed to have been made by
the Employer otherwise prevented from making such contribution.
 
  All Employer Matching Contributions are invested in the Stock Fund.
Participants age 55 and older may diversify the Employer Matching Contributions
by directing that all or part of such Participant's ESOP account, invested in
the Stock Fund, be transferred to other investments alternatives available
under the Plan. Employer Matching Contributions will continue to be made
through the ESOP in Common Stock, but Participants age 55 and older may
diversify that investment into other available investments as they deem
appropriate and according to the transfer rules of the Plan. The above
diversification option does not apply to Employer Matching Contributions made
before 1989 that are accumulated in the Plan. The pre-1989 Employer Matching
Contributions remain invested in the Stock Fund and may not be transferred by
Participants.
 
VESTING
 
  Employer Matching Contributions, and the earnings on the Employer Matching
Contributions held by the ESOP and this Plan, are credited to the accounts of
Participants in the manner set forth under "INVESTMENT OF CONTRIBUTIONS".
Generally, these contributions and the related earnings "vest" (that is, the
Participant has a nonforfeitable right to them) in one of several ways.
Participants are always 100 percent vested in their contributions and the
earnings thereon. A Participant becomes 100 percent vested in Employer Matching
Contributions, and earnings thereon, regardless of the Participant's "Years of
Vesting Service" (defined below) upon (i) attaining age 65, (ii) the date of
his death, (iii) the occurrence of certain specified events deemed to be a
"Change in Control of the Company", (iv) election of early retirement under the
Retirement Income Plan, or (v) termination of the Plan.
 
  Participants also vest based upon the number of the Participant's Years of
Vesting Service in the Plan. A Year of Vesting Service is defined as a Plan
Year during which an employee who is at least 18 years old completes at least
1,000 hours of service and, when eligible to do so, is making contributions to
the Plan. A Participant becomes 33 1/3 percent vested in Employer Matching
Contributions and related earnings after three Completed Years of Vesting
Service, 66 2/3 percent vested after four Completed Years of Vesting Service,
and fully (or 100 percent) vested after five Years of Vesting Service. A
"Completed Year of Vesting Service" is a full 12 consecutive month period
during which a Participant completes at least 1,000 hours of service and is
making contributions to the Plan when eligible to do so.
 
 
                                       3
<PAGE>
 
                           ADMINISTRATION OF THE PLAN
 
  Effective July 11, 1995, a Plan Administration Committee (the "Plan
Committee") was appointed by the Board of Directors of the Company to be the
Plan Administrator responsible for the general administration of the Plan and
is a "Fiduciary" under the Plan. Prior to this date, Hartmarx was the Plan
Administrator. The Plan Committee may establish rules and regulations for the
administration of the Plan and the transaction of the Plan's business. The Plan
Committee shall cause distributions to be made to Participants and shall cause
to be maintained the records and accounts necessary to show the contributions
made by each Participant, the separate contributions made by Hartmarx and each
other Employer which has adopted the Plan, the credit balance in the accounts
of each Participant, the vested interest of each Participant in Employer
Matching Contributions, and distributions made to each Participant.
 
  No officer or employee of Hartmarx, nor any member of the Plan Committee,
receives any compensation from the assets of the Plan. All costs and expenses
of administration of the Plan, including fees, brokerage, commissions, transfer
taxes and other charges incurred by the Trustee or Vanguard are borne by the
Employers, except to the extent (i) paid out of forfeitures not otherwise
applied to reduce Employer Matching Contributions, or (ii) charged to the Plan.
Fees associated with loans are borne by the Participants obtaining the loans.
 
  The Trustee under the Plan is CTC Illinois Trust Company, 209 West Jackson
Boulevard, Chicago, Illinois 60606.
 
  Vanguard Fiduciary Trust Company (the "Recordkeeper" or "Vanguard"), Vanguard
Financial Center, Valley Forge, Pennsylvania 19482, is the recordkeeper for the
Plan, and pursuant to a Service Agreement among Hartmarx, the Trustee and
Vanguard, Vanguard is also the custodian of all funds in the Plan and provides
all recordkeeping, participant accounting, benefit payment and tax reporting
services.
 
  A copy of the Plan was filed with the Commission on May   , 1996, as an
exhibit to the Company's registration statement on Form S-8, and is hereby
incorporated by this reference into this Prospectus. The foregoing description
of the Plan does not purport to be complete and is qualified in its entirety by
reference to the Plan documents. Copies of the Plan documents may be obtained
from the Plan Administrator upon written request to Plan Administration
Committee, Hartmarx Corporation, 101 North Wacker Drive, Chicago, Illinois
60606.
 
                          INVESTMENT OF CONTRIBUTIONS
 
  Participant contributions are transmitted to Vanguard and invested in
accordance with a Participant's investment instructions in one or more
investment options made available by the Plan Administrator. As of the date
hereof, the investment options available to Participants are: the Hartmarx
Stock Fund ("Stock Fund"); the Hartmarx GIC Fund ("GIC Fund"); the Vanguard
Money Market Reserves--Prime Portfolio ("Vanguard Money Market Fund"); the
Vanguard Fixed Income Securities Fund--GNMA Portfolio ("Vanguard GNMA Fund");
the Vanguard STAR Fund ("Vanguard STAR Fund"); the Vanguard Index Trust--500
Portfolio ("Vanguard 500 Portfolio Fund"); the Vanguard/PRIMECAP Fund
("Vanguard PRIMECAP Fund"); and the Vanguard International Growth Portfolio
("Vanguard International Growth Fund"). All Employer Matching Contributions are
invested in the Stock Fund and Vanguard may temporarily hold in cash or in
certain bank deposits payable on demand, corporate demand notes or money market
funds, funds needed for pending investments, distributions, loans to
Participants or other disbursements.
 
  A Participant may change his instructions as to the investment of his future
contributions, and may also change the investment of the total amounts already
accumulated in his accounts through contributions he has previously made.
Changes in investment direction may be made once each month, up to 12 times per
year. Transfers from one fund to another may be made as often as once each
month, up to 12 times per year, however, transfers out of the GIC Fund into the
Stock Fund, Vanguard 500 Portfolio Fund, Vanguard STAR Fund,
 
                                       4
<PAGE>
 
Vanguard PRIMECAP Fund or the Vanguard International Growth Fund may be made
only once each calendar quarter and must remain invested in such funds for at
least ninety (90) days before any subsequent transfer into the Vanguard GNMA
Fund or the Vanguard Money Market Fund. Up to 25 percent of a Participant's GIC
Fund balance may be transferred directly into the Vanguard GNMA Fund or the
Vanguard Money Market Fund, but only once each year, in January. However, if a
Participant's GIC Fund balance is $500 or less, the entire balance may be
transferred to other investment options, but only in January of any year.
 
  A Participant may determine his investment option allocation by specifying
what percentage of his contributions is to be invested in the various
investment options. A participant's entire contribution is considered as a
whole (100 percent) and the Participant may designate that any percentage of
his contribution (from 1 percent to 100 percent, in whole percentages only) be
invested in any of the available investment options.
 
  In accordance with the directions of the Plan Administrator, the Recordkeeper
maintains the following separate accounts in the name of each Participant:
Employee Pre-Tax Contribution Account, Employee After-Tax Contribution Account
and Employer Matching Contribution Account, which accounts reflect the
contributions made by or on behalf of the Participant and the earnings, losses
and expenses allocated thereto. In addition, the Recordkeeper maintains a
Rollover Contribution Account with respect to each Participant to record any
rollover contributions to the Plan on behalf of the Participant, and the
earnings, losses and expenses related thereto. The Recordkeeper also maintains
subaccounts to distinguish a Participant's Matched Contributions from his
Voluntary Contributions, and the earnings, losses and expenses allocated
thereto.
 
  Participant account valuations are updated on a daily basis by the
Recordkeeper and each Participant is notified of the credit balance in his
accounts as of the close of each quarterly period ending March 31, June 30,
September 30 and December 31, as soon as practicable after the end of such
quarterly period. In addition Participants may obtain fund balance information,
reallocate investments or change investment direction through a toll free
telephone number maintained by Vanguard. Except under certain limited
circumstances permitted by the Plan, these accounts are not subject to
assignment, transfer, encumbrance or alienation, nor are they liable for or
subject to debts or liabilities of the Participant or beneficiaries.
 
STOCK FUND
 
  Contributions directed to the Stock Fund are invested in an unsegregated fund
comprised of Hartmarx Common Stock. At present such purchases are made by
Vanguard from time to time by direct purchase from Hartmarx. Vanguard may also
accomplish such purchases through matching transactions, on the basis of
prevailing market prices, in connection with any dispositions of shares of
Common Stock held in this Fund which might otherwise be required by reason of
other Participants leaving the Plan or changing their investment directions.
All Employer Matching Contributions are invested in the Stock Fund.
 
  Dividends, if any, and other distributions (other than in shares of Common
Stock) accruing to the Stock Fund are allocated among the accounts by the
Recordkeeper. Such accounts are then charged for shares of Common Stock
purchased by Vanguard (with both Participants' contributions and Employers'
contributions) and credited to such accounts based upon 90 percent (100 percent
in the case of eligible rollover distributions or transfers from other
investment funds available under the Plan) of the average high and low trading
price of the Common Stock on the day such shares are purchased (or treated as
having been purchased) by Vanguard. Stock dividends, if any, or other
distributions of Common Stock are directly credited to Participants' accounts
to the extent that they relate to shares represented by those accounts at that
time, and otherwise go to reduce the average purchase price of Common Stock
purchased during the year.
 
  Participants do not have any rights as to specific shares held in the Stock
Fund nor are they entitled to any of the rights as stockholders, except that
they are able to instruct the Trustee confidentially as to the voting of the
number of shares held in their account at any annual or special meeting of
stockholders of Hartmarx and, subject to applicable laws, as to the tender or
exchange of such shares in response to a tender or exchange offer for the
Common Stock. The Trustee is to vote any shares for which it has not received
voting instructions, or
 
                                       5
<PAGE>
 
which have not yet been credited to accounts of Participants, proportionately,
in the same manner as those shares for which it has received instructions. The
Trustee may not tender or exchange shares for which it does not receive
instructions; however, shares which have not yet been credited to accounts of
Participants can be tendered or exchanged, proportionately, in the same manner
as those shares for which the Trustee has received instructions.
 
  The Plan does not provide any restriction on the sale of shares, if any,
acquired pursuant to a distribution from the Plan. Participants who receive
such a distribution who are "affiliates" (as defined by Rule 405 under the
Securities Act) of the Company, their donees, and certain family members,
trusts, estates and other entities, may sell such shares only pursuant to the
registration requirements of the Securities Act or an applicable registration
exemption such as provided by Rule 144 under the Securities Act. It is
advisable for such Participants to consult legal counsel concerning the
securities law implications of the acquisition of shares, or disposition of
shares acquired, from the Plan.
 
GIC FUND
 
  Contributions to the GIC Fund are invested in investment units in the
Vanguard Investment Contract Trust (the "Vanguard Investment Contract Trust")
and in a group annuity investment contract between the Trustee and an
insurance company (as selected by Hartmarx) arising prior to the transfer of
investments to Vanguard. The Vanguard Investment Contract Trust invests
primarily in investment contracts issued by insurance companies and banks
approved by Vanguard's Investment Committee. For liquidity purposes, the
Vanguard Investment Contract Trust reserves the right to invest up to 15
percent of the Vanguard Investment Contract Trust assets in short-term U.S.
Government obligations (including money market mutual funds investing in such
obligations) or federally insured deposits.
 
  GIC Fund investments produce a "blended" rate of interest by combining the
interest rate of the Vanguard Investment Contract Trust and the interest rate
of the group annuity investment contract. The interest rate adjusts gradually
throughout the year to reflect changes in interest rates and the Fund's
underlying investments. Once the existing group annuity investment contract
matures and is liquidated, the interest rate of the GIC Fund will no longer be
a "blended" rate, but will be the same as the interest rate of the Vanguard
Investment Contract Trust.
 
VANGUARD MONEY MARKET FUND
 
  Contributions directed to the Vanguard Money Market Fund are invested in
high-quality money market instruments that mature in one year or less. These
money market instruments include negotiable certificates of deposit, bankers'
acceptances, commercial paper, and other short-term corporate obligations. The
Vanguard Money Market Fund seeks maximum current income, preservation of
capital, and liquidity by investing in a portfolio of money market
instruments. The fund is designed to maintain a constant $1.00 share value. It
should be noted that an investment in a money market fund, including this
Vanguard Money Market Fund, is neither insured nor guaranteed by the U.S.
Government, and there can be no assurance that this fund will be able to
maintain a stable net asset value of $1.00 per share.
 
VANGUARD GNMA FUND
 
  Participant contributions directed to the Vanguard GNMA Fund are invested in
a portfolio of mortgage-backed securities guaranteed by the U.S. Government.
The Vanguard GNMA Fund seeks a high level of current income. Generally, at
least 80 percent of the Vanguard GNMA Fund is invested in Governmental
National Mortgage Association ("GNMA") certificates. These certificates
represent ownership in pools of approved mortgage loans for which the timely
payment of principal and interest is guaranteed by the U.S. Government. The
balance of the Vanguard GNMA Fund is invested in other Government-guaranteed
securities, such as U.S. Treasury bills, notes and bonds. Shares of the
Vanguard GNMA Fund are not backed by the U.S. Government, and the net asset
value or share price of the Vanguard GNMA Fund will fluctuate in response to
general changes in interest rates or other market conditions. GNMA
certificates are subject to prepayment risk; that is, in periods
 
                                       6
<PAGE>
 
of lower interest rates, homeowners may "prepay" and refinance the high-coupon
mortgages underlying GNMAs. The proceeds would then be reinvested in new
GNMAs, at generally lower interest rates. As a result, a Participant's yields
may be reduced when interest rates decline.
 
VANGUARD STAR FUND
 
  Contributions directed to the Vanguard STAR Fund are invested as follows:
approximately 60 percent to 70 percent of Vanguard STAR Fund assets are
invested in seven Vanguard equity funds, including Vanguard/Windsor Fund,
Vanguard/Windsor II, Vanguard 500 Portfolio Fund (described below), Vanguard
International Growth Fund (described below), Vanguard PRIMECAP Fund (described
below), Vanguard/Morgan Growth Fund and Vanguard Explorer Fund. Approximately
30 percent to 40 percent of the assets are invested in three Vanguard fixed
income funds, including Long Term Corporate Portfolio, Vanguard GNMA Fund
(described above) and Vanguard Money Market Fund (described above). The
Vanguard STAR Fund seeks to maximize long-term total return (consisting of
capital appreciation plus income) with a balanced and diversified investment
approach.
 
VANGUARD 500 PORTFOLIO FUND
 
  Participant contributions which have been directed to the Vanguard 500
Portfolio Fund, an "index fund", are invested in all of the stocks included in
the Standard & Poor's(R) 500 Index (the "S&P Index") in approximately the same
proportions as they are represented in the S&P Index. This investment
alternative attempts to provide investment results that correspond to the
price and yield performance of publicly traded stocks, in the aggregate, as
represented by the S&P Index.
 
VANGUARD PRIMECAP FUND
 
  Contributions directed to the Vanguard PRIMECAP Fund are invested,
generally, in common stocks. The Vanguard PRIMECAP Fund invests at least 80
percent of its assets in equity securities (stock). Stocks are selected on the
basis of fundamental factors, including above average earnings growth and
current earnings, consistency of earnings growth, and earnings quality. The
Vanguard PRIMECAP Fund seeks long-term growth of capital by investing
principally in a portfolio of common stocks; dividend income is incidental.
 
VANGUARD INTERNATIONAL GROWTH FUND
 
  Participant contributions which have been directed to the Vanguard
International Growth Fund are invested, primarily, in common stocks of
seasoned foreign companies which are included in this fund based on potential
for capital appreciation. The Vanguard International Growth Fund is intended
primarily for long term-investors willing to accept moderate risks in seeking
capital appreciation. This investment alternative seeks long-term capital
growth by investing in the common stocks of companies based outside of the
United States. Dividend income is incidental.
 
                         DISTRIBUTIONS AND WITHDRAWALS
 
RETIREMENT
 
  A Participant who retires under the retirement provisions of the Retirement
Income Plan is entitled to a distribution from the Plan of the amounts
credited to him under the Plan attributable to his contributions and to vested
Employer Matching Contributions, and the earnings thereon. Ordinarily, he will
be entitled to receive a lump sum distribution of (1) cash equal to such
Participant's fund account balances (if any), excluding, however, his Stock
Fund account balance, (2) shares of Common Stock to the extent of his Stock
Fund account (with cash in lieu of any fractional share) unless he elects to
take the cash equivalent of the fair market value of those shares, and (3)
cash equal to any of his contributions and vested Employer Matching
Contributions which have not yet
 
                                       7
<PAGE>
 
been credited to a Fund by Vanguard. Distributions upon retirement are made as
soon as practicable, but no later than 60 days after the end of the Plan Year
in which a Participant attains age 65 or ceases employment, whichever is later.
 
DEATH OR DISABILITY
 
  If a Participant dies prior to retirement, the Participant's spouse (or, if
there is no spouse or with the spouse's written consent, a designated
beneficiary under the Plan) will be entitled to distribution of the
Participant's fund account balances in the form of a lump sum payment. A
Participant will be given the opportunity to designate a "beneficiary" and may
change this designation from time to time, with his spouse's written consent,
by written notice to his Employer. If a designated beneficiary does not survive
the Participant, these benefits will be paid to the Participant's spouse, and
if neither the beneficiary nor his spouse survives him, benefits will be paid
in the following order of preference: (1) children, (2) parents, (3) brothers
and sisters or (4) executor or administrator.
 
  If a Participant becomes disabled, he is entitled to a lump sum distribution
of all of his employee contributions, all vested Employer Matching
Contributions, and all earnings thereon.
 
TERMINATION OF EMPLOYMENT
 
  If a Participant ceases to be an employee of the Employers and all affiliated
companies for any reason other than retirement under the retirement provisions
of the Retirement Income Plan or death, he shall be entitled to a distribution
from the Plan of the amount credited to him under the Plan plus the vested
portion, if any, of Employer Matching Contributions and earnings thereon.
 
ADDITIONAL DISTRIBUTION RULES
 
  Distributions to Participants will commence no later than April 1 of the
calendar year following the calendar year in which the Participant attains age
70 1/2.
 
  If a Participant's account balances are $3,500 or less, distribution will be
made or commenced without the Participant's consent as soon as practicable
after employment is terminated. If a terminated Participant's account balances
are greater than $3,500, then a distribution will not be made without such
Participant's consent before age 65 or death.
 
WITHDRAWALS
 
  Any Participant may, while he remains employed by an Employer, withdraw the
full amount credited to his account attributable to after-tax contributions and
vested Employer Matching Contributions and the earnings thereon, plus if the
Participant has attained age 59 1/2, the full amount credited to his accounts
attributable to pre-tax contributions and the earnings thereon (less any
amounts previously paid but not charged to the Participant's account). The
withdrawal will be paid as soon as practicable after the Plan Administrator has
received the Participant's signed request for such withdrawal. Distributions
will be made in a lump sum in the manner set forth under "Retirement" above.
Except in the case of an Emergency Withdrawal, a Participant who makes a
withdrawal under the Plan may not participate in the Plan for 12 months
following such withdrawal.
 
  For Participants younger than age 59 1/2, an Emergency Withdrawal is
available only with respect to after-tax contributions, vested Employer
Matching Contributions, and all earnings thereon; a Hardship Withdrawal is
available only with respect to after-tax contributions, vested Employer
Matching Contributions, and all earnings thereon, and pre-tax contributions,
but not earnings on pre-tax contributions. For Participants age 59 1/2 or
older, Emergency or Hardship Withdrawals are available with respect to pre-tax
and after-tax contributions, vested Employer Matching Contributions, and all
earnings thereon.
 
  A withdrawal shall be deemed to constitute an "Emergency Withdrawal" if,
after receiving a Participant's application for such a withdrawal (on a form
provided by the Plan Administrator and completed by the
 
                                       8
<PAGE>
 
Participant for that purpose) and according to a uniform nondiscriminatory
policy which involves consideration of a Participant's immediate financial
needs and other pertinent facts and circumstances, the Plan Administrator, in
its sole discretion, shall determine that such withdrawal is precipitated by an
emergency affecting the Participant or a member of his immediate family. The
procedure for obtaining a Hardship Withdrawal is the same as that for an
Emergency Withdrawal, however, a "Hardship Withdrawal" must be precipitated by
a demonstrated financial hardship affecting the Participant which cannot be
alleviated through other resources reasonably available to the Participant.
Also, a Hardship Withdrawal may not exceed the amount required to meet the
immediate financial need created by such hardship.
 
  Participants are not permitted to make more than two Emergency or Hardship
Withdrawals, and no more than one Emergency Withdrawal or Hardship Withdrawal
shall be approved by the Plan Administrator in any five year period with
respect to any Participant.
 
LOANS
 
  Subject to certain limitations, a Participant may borrow, from the Plan, a
portion of the pre-tax and after-tax contributions (and earnings thereon)
credited to his accounts as of the date on which the loan is made. Generally,
loans may not be in amounts less than $500, and may not exceed the lesser of
(i) 50 percent of the value of a Participant's pre-tax contributions and after-
tax contributions, plus earnings, if any or (ii) $50,000 reduced by the excess
(if any) of the highest outstanding balance of all loans to the Participant
from this Plan and any other qualified plan of the Employers during the one-
year period ending on the last day before the loan was made over the
outstanding balance of all loans to the Participant from such plans on the date
on which the loan was made. Each such loan shall be evidenced by a written note
providing for substantially level amortization over a period of no more than
five years (or 15 years, if the loan is being used to acquire the Participant's
principal residence), for repayment to a separate "Loan Fund Account" by way of
payroll deductions, and for a reasonable rate of interest to be determined by
the Plan Administrator at the time such loan is made.
 
  Generally, a Participant may have only one outstanding loan at a time,
however, Participants may have a second loan outstanding if it is for the
purchase of a primary residence or for a financial emergency. Only one
residential or financial emergency loan may be outstanding at any one time.
 
  All loan payments by the Participant shall be made to his Loan Fund Account
by regular payroll deductions and loan repayments and interest are credited to
a Participant's investment accounts in the same proportion as the Participant's
contributions are credited. If on the date of payment of Plan benefits, any
such loan, or portion thereof, remains unpaid, an amount equal to such loan or
unpaid portion thereof, plus accrued interest thereon, shall be deducted from
the amount otherwise payable to the Participant under the Plan and the amount
of accrued interest on such loan shall be deemed and accounted for as a
distribution to or on behalf of the Participant.
 
  On or before the date of a loan, the Participant's accounts shall be
converted to cash in the following order: after-tax contribution accounts
(first, Voluntary Contribution subaccounts, then Matched Contribution
subaccounts), pre-tax contribution accounts (first, Voluntary Contribution
subaccounts, then Matched Contribution subaccounts), and any Rollover accounts,
with such cash being credited to the Participant's Loan Fund Account, until the
cash balance of the Loan Fund Account is sufficient to fund the loan. Employer
Matching Contributions and earnings thereon, if any, may not be borrowed by the
Participant.
 
ROLLOVERS TO OTHER QUALIFIED PLANS
 
  With respect to distributions made after January 1, 1993, a participant may
elect to have any portion of an eligible rollover distribution paid directly to
an eligible individual retirement account ("IRA") or other qualified retirement
plan specified by the distributee in a direct rollover, provided that the
amount of a direct rollover cannot be less than the lesser of (i) $500 or (ii)
the eligible rollover; and provided further, that the distributee may not elect
a direct rollover of any portion of eligible rollover distributions received
within one taxable year of the distributee that totals less than $200. A
distributee shall be limited to a single direct rollover for each eligible
rollover distribution.
 
                                       9
<PAGE>
 
FORFEITURES
 
  If a Participant leaves the employ of his Employer, for any reason (other
than military leave, approved paid leave of absence, maternity leave,
paternity leave or approved unpaid leave of absence) or completes less than
501 hours of service in a Plan Year, the Participant's unvested Employer
Matching Contributions are credited to a forfeiture account. If a Participant
is not reemployed by Hartmarx (or an affiliate or subsidiary of Hartmarx) or
does not resume completing at least 501 hours of service in a Plan Year before
incurring five consecutive one year breaks in service, such unvested Employer
Matching Contributions are forfeited and applied to pay the Plan's
administrative costs or to pay Employer Matching Contributions for the Plan
Year in which such forfeiture occurs. To the extent that such forfeitures
exceed the administrative costs and Employer Matching Contributions, such
forfeitures are allocated ratably to remaining Participants.
 
                FEDERAL TAX EFFECTS TO PARTICIPATING EMPLOYEES
 
  The Plan is a qualified employee benefit plan under Section 401(a) of the
Code. Accordingly, no tax is payable on any pre-tax contributions, Employer
Matching Contributions and all earnings (including earnings on after-tax
contributions) until a Participant receives benefits under the Plan.
 
  Benefits under the Plan are paid in a lump sum distribution. A distribution
paid to a Participant who has terminated his employment must include his
entire account balance. Federal law requires that the taxable portion of a
distribution (except, in certain cases, the taxable portion of an "In-Kind
Distribution") which is not rolled over directly into an IRA or other
qualified retirement plan is subject to a mandatory 20 percent federal income
tax withholding.
 
TOTAL DISTRIBUTIONS
 
  If a distribution of a Participant's entire account balance becomes payable
on account of the Participant's death, separation from employment, or on
account of a total in-service withdrawal, the various portions of such
distribution are taxable as follows:
 
    1. The Participant's after-tax contributions are returned tax free, as
  taxes have already been paid on such contributions.
 
    2. The Participant's taxable amount (i.e., pre-tax contributions,
  Employer Matching Contributions, and all earnings) is taxable as ordinary
  income. If the Participant has attained age 59 1/2 by the date of
  distribution and has been a Participant in the Plan for five or more
  taxable years before the taxable year of the distribution (or in the case
  of a distribution to the beneficiary of a deceased Participant who had
  attained age 59 1/2 regardless of his years of participation), a special
  five year averaging device is available at his election which may reduce
  the tax on the ordinary income portion of the distribution. The Participant
  (or beneficiary) also has the option of having his entire lump sum
  distribution taxed under these special five year averaging rules. A
  transitional rule under the Tax Reform Act of 1986 provides that if the
  Participant was at least age 50 on January 1, 1986, he may either use five
  year averaging (as discussed above) or the ten year averaging (based upon
  1986 tax rates) under prior law. The transitional rule also provides that
  the taxable portion attributable to pre-1974 participation will be taxed in
  accordance with the capital gain provisions effective prior to the
  enactment of the Tax Reform Act of 1986.
 
    3. A 10 percent excise tax on the portion of the distribution includible
  in taxable income is imposed on the employee for distributions prior to age
  59 1/2 except in the case of death, disability, payment of certain medical
  expenses, or retirement under the Plan after attaining age 55.
 
    4. The Participant's (or surviving spouse beneficiary's) taxable amount
  may be excluded from gross income in the year of receipt if the
  distribution is rolled over into an IRA or another qualified retirement
  plan within 60 days of such distribution.
 
    5. Any excess of the Participant's after-tax contributions over a lump
  sum cash distribution is deductible as a miscellaneous itemized deduction
  subject to the 2 percent of adjusted gross income floor for miscellaneous
  itemized deductions.
 
                                      10
<PAGE>
 
PARTIAL IN-SERVICE DISTRIBUTIONS
 
  If a Participant withdraws part of his account, while continuing as an
employee, such withdrawal, to the extent of pre-1987 after-tax contributions,
is returned tax free and any remaining withdrawal will be taxed as ordinary
income based upon a pro-rata distribution of post-1986 after-tax contributions
and all other amounts in his account available for withdrawal. The
Participant's taxable amount may be excluded from gross income in the year of
receipt if the distribution is rolled over into an IRA or another qualified
retirement plan within 60 days of such distribution. A 10 percent excise tax on
the portion of the distribution includible in taxable income is imposed on the
employee for distributions prior to age 59 1/2 except in the case of death,
disability, payment of certain medical expenses, or retirement under the Plan
after attaining age 55.
 
IN-KIND DISTRIBUTIONS
 
  A special rule applies if the distribution includes shares of Common Stock of
the Company. If a participant or his beneficiary receives a lump sum
distribution, Federal income taxes with respect to such securities will be
payable in the year of distribution on the amount by which the lesser of the
market price at time of distribution or the cost to the Plan of such securities
exceeds the Participant's after-tax contributions to the Stock Fund. When the
securities are subsequently sold, a short term or long term capital gain or
loss may be realized depending on the sales price of such securities and the
length of time held after distribution. If the Participant receives a lump sum
distribution which includes shares of Common Stock and the value of the
securities has decreased below the amount the Participant contributed for the
purchase of such securities, the Participant does not realize a deductible loss
at the time of distribution; instead, his after-tax contributions become the
basis of the stock for the purpose of determining gain or loss upon a
subsequent sale or exchange. Any such gain or loss will be considered a capital
gain or loss.
 
  The tax provisions are complex and competent tax advice should be obtained so
that the Participant makes those elections best suited to his particular
situation.
 
                             STOCK PURCHASE RIGHTS
 
  On December 6, 1995, the Board of Directors of the Company declared a
dividend of one right (a "Right") for each outstanding share of Common Stock of
the Company. The dividend was paid on January 31, 1996 (the "Record Date"), to
stockholders of record at the close of business on the Record Date. The Board
of Directors also authorized the issuance of one Right for each share of Common
Stock issued after the Record Date and prior to the earliest of the
Distribution Date (as defined in the 1995 Rights Agreement), redemption of the
Rights or January 31, 2006 (the "Expiration Date"). Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock of the Company, at an exercise
price of $25 per Right (the "Purchase Price"). The description and terms of the
Rights are set forth in a Rights Agreement, dated as of December 6, 1995 (the
"1995 Rights Agreement"), between the Company and First Chicago Trust Company
of New York, as Rights Agent.
 
  Separate certificates for Rights will not be distributed nor will the Rights
be exercisable, unless and until, among other things, a Person (as defined in
the 1995 Rights Agreement) or group acquires 15 percent or more, or announces
an offer that could result in acquiring 15 percent or more, of the Company's
Common Stock. Following an acquisition of 15 percent or more of the Company's
Common Stock (a "Stock Acquisition"), each Right holder, except the 15 percent
or more stockholder, has the right to receive, upon exercise, Common Stock
having a market value of twice the then-current Purchase Price (or, under
certain circumstances, cash, property or other Company securities), unless the
15 percent or more stockholder has offered to acquire all of the outstanding
shares of the Company under terms that a majority of the independent directors
of the Company have determined to be fair and in the best interest of the
Company and its stockholders. Similarly, unless certain conditions are met, if
the Company engages in a merger or other business combination following a Stock
Acquisition where it does not survive or survives with a change or exchange of
its Common Stock, or if 50
 
                                       11
<PAGE>
 
percent or more of its assets, earning power or cash flow is sold or
transferred, the Rights will become exercisable for shares of the acquiror's
stock having a market value of twice the then-current Purchase Price (or, under
certain circumstances, cash or property). The Rights are not exercisable,
however, until the Company's right of redemption described below has expired.
 
  At any time prior to the earlier of (i) ten days following the Stock
Acquisition Date (as defined in the 1995 Rights Agreement), and (ii) the
Expiration Date, the Company (under certain circumstances, only with the
support of the majority of the directors not affiliated with an Acquiring
Person, as defined in the 1995 Rights Agreement) may redeem the Rights in
whole, but not in part, at a price of $.01 per Right, subject to adjustment.
The Company may, at its option, pay the redemption price in cash, shares of
Common Stock (based on the current market price of the Common Stock at the time
of redemption) or any other form of consideration deemed appropriate by the
Board of Directors of the Company. Immediately upon the action of the Board of
Directors electing to redeem the Rights, the right to exercise the Rights will
terminate and the only right of the holders of the Rights thereafter will be to
receive the applicable redemption price.
 
  Until exercise, a Right holder, as such, has no rights as a stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends or distributions.
 
  A copy of the 1995 Rights Agreement was filed with the Commission on December
29, 1995, as an exhibit to the Company's Current Report on Form 8-K, and is
hereby incorporated by this reference into this Prospectus. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the 1995 Rights Agreement.
 
                     INFORMATION INCORPORATED BY REFERENCE
 
  The Company's Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K for
the fiscal year ended November 30, 1994, filed with the Commission on June 27,
1995, Annual Report on Form 10-K for the fiscal year ended November 30, 1995,
Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996,
each as filed with the Commission, and the Company's Current Report on Form 8-
K, as filed with the Commission on December 29, 1995, are incorporated herein
by reference. The Common Stock and Rights are registered under Section 12 of
the Exchange Act, and the descriptions of such securities contained in a Form
8-B Registration Statement, filed with the Commission and effective July 14,
1983, and a Form 8-A Registration Statement, filed with the Commission and
effective January 29, 1996, are also incorporated herein by reference. In
addition, all other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof and prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated herein by reference.
 
                                 LEGAL OPINIONS
 
  The validity of the issuance of the shares of Common Stock, and the Rights in
connection therewith, offered hereby will be passed upon for the Company by
Mary D. Allen, Executive Vice President, General Counsel and Secretary of
Hartmarx. As of May   , 1996, Mrs. Allen held options to purchase 70,000 shares
of Common Stock.
 
                                    EXPERTS
 
  The financial statements incorporated in this Prospectus by reference to the
Company's Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K for the
fiscal year ended November 30, 1994, filed June 27, 1995, and the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1995, have
been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
 
                                       12
<PAGE>
 
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Title 8, Chapter 1, Subchapter IV, Section 145 of the General Corporation Law
of the State of Delaware (the "GCL") and Article EIGHTH of the Company's
Restated Certificate of Incorporation provide for the indemnification of any
person who was, is or is threatened to be made a party to any action, suit or
proceeding because such person is or was a director, officer, employee or agent
of the Company, or served another enterprise at the request of the Company,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the Company; and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses.
 
  Article Two, Section 10 of the Company's Bylaws, as amended, provides for
indemnification of the Company's directors and officers, and the advancement of
expenses (including attorneys' fees), to the fullest extent permitted by the
GCL. The Company has entered into Indemnification Agreements (ratified by its
stockholders) with each member of its Board of Directors to provide them with
specific contractual assurance of indemnification, rights to advance
reimbursement of related expenses and certain other protections allowed under
Delaware law. Directors' rights under the Indemnification Agreements and
directors' and officers' rights to indemnification and advancement of expenses
(including attorneys' fees) under Article Two, Section 10 of the Company's
Bylaws are not exclusive of other rights such persons may have under statute,
the Company's Restated Certificate of Incorporation, the Company's Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. The
Bylaws further provide that a person's right to indemnification may not be
retroactively reduced by subsequent amendment to the GCL or Bylaws.
 
  The GCL authorizes the purchase of indemnification insurance by the Company.
The Company currently maintains a policy insuring, subject to certain
exceptions, its directors and officers, and the directors and officers of its
subsidiaries against liabilities which may be incurred by such persons acting
in such capacities, as permitted by Section 145 of the same Delaware statute,
which may cover liabilities under the Securities Act.
 
  Insofar as indemnification for certain liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act, and is unenforceable.
 
                                       13
<PAGE>
 
                     THE HARTMARX SAVINGS-INVESTMENT PLAN
 
                          APPENDIX DATED MAY 1, 1996
 
                                      TO
 
                     FORM S-8 PROSPECTUS DATED MAY 1, 1996
 
  The following tabulations illustrate the change (consisting of dividends,
interest income and appreciation or depreciation in, and discount from, market
value) for each period and the balance at the end of each period assuming
$100.00 was invested in The Hartmarx Savings-Investment Plan on December 31,
1991, for each of the Hartmarx Stock (at 90 percent of average trading price),
GIC, Vanguard GNMA, Vanguard Money Market, Vanguard 500 Portfolio, Vanguard
STAR, Vanguard PRIMECAP and Vanguard International Growth Funds. The table
includes income from reinvestment of dividends and interest but no other
contributions by the Employer or the Participant.
 
<TABLE>
<CAPTION>
                     HARTMARX             VANGUARD
                    STOCK FUND           GNMA FUND                 GIC FUND
                ------------------ -------------------------  ------------------
                ENDING  CHANGE FOR  ENDING       CHANGE FOR   ENDING  CHANGE FOR
                BALANCE   PERIOD    BALANCE        PERIOD     BALANCE   PERIOD
                ------- ---------- ------------ ------------  ------- ----------
<S>             <C>     <C>        <C>          <C>           <C>     <C>
1992........... $ 80.11   -19.9%   $     106.85         6.9%  $107.50    7.5%
1993...........   87.58     9.3%         113.31         6.0%   113.07    5.2%
1994...........   73.31   -16.3%         112.23        -1.0%   119.20    5.4%
1995...........   54.61   -25.5%         128.10        14.1%   126.45    6.1%
<CAPTION>
                  VANGUARD MONEY   VANGUARD 500 PORTFOLIO          VANGUARD
                   MARKET FUND              FUND                  STAR FUND
                ------------------ -------------------------  ------------------
                ENDING  CHANGE FOR  ENDING       CHANGE FOR   ENDING  CHANGE FOR
                BALANCE   PERIOD    BALANCE        PERIOD     BALANCE   PERIOD
                ------- ---------- ------------ ------------  ------- ----------
<S>             <C>     <C>        <C>          <C>           <C>     <C>
1992........... $103.74     3.7%   $     107.42         7.4%  $110.51   10.5%
1993...........  106.86     3.0%         118.04         9.9%   122.53   10.9%
1994...........  111.22     4.1%         119.44         1.2%   122.28   -0.2%
1995...........  117.70     5.8%         164.17        37.5%   157.30   28.6%
<CAPTION>
                     VANGUARD      VANGUARD INTERNATIONAL
                  PRIMECAP FUND         GROWTH FUND
                ------------------ -------------------------
                ENDING  CHANGE FOR  ENDING       CHANGE FOR
                BALANCE   PERIOD    BALANCE        PERIOD
                ------- ---------- ------------ ------------
<S>             <C>     <C>        <C>          <C>           <C>     <C>
1992........... $108.99     9.0%   $      94.21        -5.8%
1993...........  128.64    18.0%         136.36        44.7%
1994...........  143.32    11.4%         137.40         0.8%
1995...........  194.17    35.5%         157.85        14.9%
</TABLE>
 
                                      A-1
<PAGE>
 
              EMPLOYERS WITH EMPLOYEES ENTITLED TO PARTICIPATE IN
                      THE HARTMARX SAVINGS-INVESTMENT PLAN
 
                      NAME OF PARTICIPATING EMPLOYER
 
                      HARTMARX CORPORATION
                      AMERICAN APPAREL BRANDS, INC.
                      ANNISTON SPORTSWEAR CORPORATION
                      BILTWELL COMPANY, INC.
                      DIRECT ROUTE MARKETING CORPORATION
                      E-TOWN SPORTSWEAR CORPORATION
                      GLENEAGLES, INC.
                      HART SCHAFFNER & MARX
                      HICKEY-FREEMAN CO., INC.
                      HOOSIER FACTORIES, INCORPORATED
                      INTERCONTINENTAL APPAREL, INC.
                      INTERNATIONAL WOMEN'S APPAREL, INC.
                      JAYMAR-RUBY, INC.
                      KUPPENHEIMER MEN'S CLOTHIERS DADEVILLE, INC.
                      MEN'S QUALITY BRANDS, INC.
                      NATIONAL CLOTHING COMPANY, INC.
                      NOVAPPAREL, INC.
                      RECTOR SPORTSWEAR CORPORATION
                      TAG APPAREL, INC.
                      TAG LICENSING, INC.
                      UNIVERSAL DESIGN GROUP, LTD.
                      M. WILE & COMPANY, INC.
                      WINCHESTER CLOTHING COMPANY
 
                                      A-2
<PAGE>
 
                                      LOGO
<PAGE>
 
                      THE HARTMARX SAVINGS-INVESTMENT PLAN



                       INCORPORATION OF CONTENTS OF PRIOR
                            REGISTRATION STATEMENTS

The contents of registration statements Nos. 2-32692, 2-44774, 2-53426, 2-64613,
2-83433, 33-6194 and 33-42202 are incorporated herein by reference.

                             --------------------

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents filed by the Registrant (Exchange Act File No.
1-8501) with the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:

          (a) Form 10-K/A Amendment No.1 to Annual Report on Form 10-K for the
fiscal year ended November 30, 1994, filed June 27, 1995;

          (b) Annual Report on Form 10-K for the fiscal year ended November 30,
1995;
 
          (c) Quarterly Report on Form 10-Q for the fiscal quarter ended
February 29, 1996;

          (d) The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-B dated July 8, 1983; and

          (e) The description of the Registrant's rights to purchase preferred
stock contained in the Registrant's registration statement on Form 8-A dated
January 23, 1996.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this

                                      II-1
<PAGE>
 
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          The validity of the issuance of the shares of Common Stock, and the
Rights in connection therewith, offered hereby will be passed upon for the
Company by  Mary D. Allen, Executive Vice President, General Counsel and
Secretary of Hartmarx.  As of April 30, 1996, Mrs. Allen held options to
purchase 70,000 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers

          Title 8, Chapter 1, Subchapter IV, Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") and Article EIGHTH of the
Company's Restated Certificate of Incorporation provide for the indemnification
of any person who was, is or is threatened to be made a party to any action,
suit or proceeding because such person is or was a director, officer, employee
or agent of the Company, or served another enterprise at the request of the
Company, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company; and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses.

          Article Two, Section 10 of the Company's Bylaws, as amended, provides
for indemnification of the Company's directors and officers, and the advancement
of expenses (including attorneys' fees), to the fullest extent permitted by the
GCL. The Company has entered into Indemnification Agreements (ratified by its
stockholders) with each member of its Board of Directors to provide them with
specific contractual assurance of indemnification, rights to advance
reimbursement of related expenses and certain other

                                      II-2
<PAGE>
 
protections not specifically provided under Delaware law.  Directors' rights
under the Indemnification Agreements and directors' and officers' rights to
indemnification and advancement of expenses (including attorneys' fees) under
Article Two, Section 10 of the Company's Bylaws are not exclusive of other
rights such persons may have under statute, the Company's Restated Certificate
of Incorporation, the Company's Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.  The Bylaws further provide that a
person's right to indemnification may not be retroactively reduced by subsequent
amendment to the GCL or Bylaws.

          The GCL authorizes the purchase of indemnification insurance by the
Company.  The Company currently maintains a policy insuring, subject to certain
exceptions, its directors and officers, and the directors and officers of its
subsidiaries against liabilities which may be incurred by such persons acting in
such capacities, as permitted by Section 145 of the same Delaware statute, which
may cover liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act, and is unenforceable.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

   3-A-1.    Restated Certificate of Incorporation (incorporated by reference to
             Exhibit 3-A to Form 10-K for the year ended November 30, 1993) (1).

   3-A-2.    Certificate of Designation, Preferences and Rights of Series A
             Junior Participating Preferred Stock (incorporated by reference to
             Exhibit 3-A-3 to Form 10-K for the year ended November 30, 1995)
             (1).

   3-A-3.    Certificate of Amendment for increase in authorized shares of
             Common Stock (incorporated by reference to Exhibit 3-A-2 to Form 
             10-K for the year ended November 30, 1993) (1).

   3-A-4.    Certificate of Amendment adding Article Fourteenth limiting
             director liability as provided under Delaware General Corporation
             Law (S)102(b)(7)

                                      II-3
<PAGE>
 
             (incorporated by reference to Exhibit 3-A-3 to Form 10-K for the
             year ended November 30, 1993) (1).

   3-B.      By-Laws of the Registrant as currently in effect (incorporated by
             reference to Exhibit 3-B to Form 10-K for the year ended November
             30, 1995) (1).

   4-A.      Rights Agreement dated as of December 6, 1995, between the
             Registrant and First Chicago Trust Company of New York
             (incorporated by reference to Exhibit 4.1 to Form 8-K filed
             December 29, 1995) (1).

   4-B-1.    The Hartmarx Savings-Investment Plan, as amended and restated
             effective as of January 1, 1989.

   4-B-2.    The Hartmarx Savings-Investment Trust, as amended effective as of
             July 1, 1988.

   4-B-3.    Service Agreement effective the 1st day of November, 1991, by and
             between Hartmarx Corporation, Continental Bank and Vanguard
             Fiduciary Trust Company.

   5.        Opinion of Mary D. Allen, Executive Vice President, General Counsel
             and Secretary of the Registrant.

   23.       Consent of Price Waterhouse LLP.

   24.       Powers of Attorney.

(1) File No. 1-8501

          An opinion of counsel concerning compliance with the requirements of
ERISA and an Internal Revenue Service ("IRS") determination letter are not being
filed because (i) the IRS issued its favorable determination letter on April 5,
1996, regarding the qualification under Section 401(a) of the Internal Revenue
Code (the "Code") of the Plan, as amended effective January 1, 1989, and the
Trust, as amended effective as of July 1, 1988, and (ii) the Registrant
undertakes to submit the Plan and any amendment thereto to the IRS in a timely
manner and will make all changes required by the IRS to maintain such
qualification.

Item 9.   Undertakings

          (a)  The undersigned Registrant hereby undertakes:

               (i) To file, during any period in which offers or sales are being
          made, a post-effective amendment to the Registration Statement

                                      II-4
<PAGE>
 
          to include any material information with respect to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement.

               (ii) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

               (iii) To remove from registration by means of post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, as amended, and each filing of the Plan's annual report pursuant
to Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering hereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-5
<PAGE>
 
                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration Statement on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 2nd day of May, 1996.


                                       HARTMARX CORPORATION


                                       By:        /s/ MARY D. ALLEN
                                          ---------------------------------
                                                   Mary D. Allen,
                                          Executive Vice President, General
                                                Counsel and Secretary


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

       Signature                         Title                       Date
       ---------                         -----                       ----

                             Director, Chairman of
           *                 the Board and Chief                 May 2, 1996
________________________     Executive Officer
     Elbert O. Hand          (Principal Executive Officer)


           *                 Director, President and             May 2, 1996
________________________     Chief Operating Officer
     Homi B. Patel


           *                 Executive Vice President and
________________________     Chief Financial Officer             May 2, 1996
    Glenn R. Morgan          (Principal Financial Officer)


                                      II-6

<PAGE>
 
           *                 Controller and Chief
________________________     Accounting Officer                  May 2, 1996
     Andrew A. Zahr          (Principal Accounting Officer)
 
           *
________________________     Director                            May 2, 1996
    A. Robert Abboud
 
           *
________________________     Director                            May 2, 1996
   Samawal A. Bakhsh
 
           *
________________________     Director                            May 2, 1996
    Jeffrey A. Cole
 
           *
________________________     Director                            May 2, 1996
   Raymond F. Farley
 
           *
________________________     Director                            May 2, 1996
    Donald P. Jacobs
 
           *
________________________     Director                            May 2, 1996
    Charles Marshall
 
           *
________________________     Director                            May 2, 1996
   Michael B. Rohlfs
 
           *
________________________     Director                            May 2, 1996
    Stuart L. Scott


*By:      /S/ MARY D. ALLEN
    -----------------------------
              Mary D. Allen
              Attorney-in-Fact


                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX
 
3-A-1.    Restated Certificate of Incorporation (incorporated by reference to
          Exhibit 3-A to Form 10-K for the year ended November 30, 1993) (1).

3-A-2.    Certificate of Designation, Preferences and Rights for Series A Junior
          Participating Preferred Stock (incorporated by reference to Exhibit 
          3-A-3 to Form 10-K for the year ended November 30, 1995) (1).

3-A-3.    Certificate of Amendment for increase in authorized shares of Common
          Stock (incorporated by reference to Exhibit 3-A-2 to Form 10-K for the
          year ended November 30, 1993) (1).

3-A-4.    Certificate of Amendment adding Article Fourteenth limiting director
          liability as provided under Delaware General Corporation Law
          (S)102(b)(7) (incorporated by reference to Exhibit 3-A-3 to Form 10-K
          for the year ended November 30, 1993) (1).

3-B.      By-laws of the Registrant as currently in effect (incorporated by
          reference to Exhibit 3-B to Form 10-K for the year ended November 30,
          1995) (1).

4-A.      Rights Agreement dated as of December 6, 1995 between the Registrant
          and First Chicago Trust Company of New York (incorporated by reference
          to Exhibit 4.1 to Form 8-K filed December 29, 1995) (1).

4-B-1.    The Hartmarx Savings-Investment Plan, as amended and restated
          effective as of January 1, 1989.

4-B-2.    The Hartmarx Savings-Investment Trust, as amended effective as of July
          1, 1988.

4-B-3.    Service Agreement effective the 1st day of November, 1991, by and
          between Hartmarx Corporation, Continental Bank and Vanguard Fiduciary
          Trust Company.

5.        Opinion of Mary D. Allen, Executive Vice President, General Counsel
          and Secretary of the Registrant.

23.       Consent of Price Waterhouse LLP.

24.       Powers of Attorney.
 
(1) File No. 1-8501

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 88556}]
{"company-data": {"conformed-name": "HARTMARX CORP/DE", "cik": "0000723371", "assigned-sic": "2300", "irs-number": "363217140", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03169", "film-number": "96556373"}, "business-address": {"street1": "101 N WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3123726300"}, "mail-address": {"street1": "101 N WACKER DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                           --------------------------

                              HARTMARX CORPORATION
             (Exact name of Registrant as specified in its charter)

                Delaware                                 36-3217140
        (State of incorporation)            (I.R.S. Employer Identification No.)
                                                  

101 North Wacker Drive, Chicago, Illinois                   60606
(Address of Principal Executive Offices)                  (Zip Code)

                      THE HARTMARX SAVINGS-INVESTMENT PLAN
                              (Full title of Plan)

                                 MARY D. ALLEN
                           Executive Vice President,
                         General Counsel and Secretary
                              Hartmarx Corporation
                             101 North Wacker Drive
                            Chicago, Illinois 60606
                                  312/372-6300
           (Name, address and telephone number of agent for service)
- ----------------------------------------------------------------------------------------------------------------------
                                                  CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Proposed Maximum                                    Amount of
Title of Each Class of Securities     Amount to be    Offering Price Per         Proposed Maximum         Registration
         Being Registered            Registered (1)       Share (2)        Aggregate Offering Price (2)       Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.50
 per share (including Preferred
 Stock Purchase Rights)                 250,000             $5.44                   $1,360,000              $468.97
- ----------------------------------------------------------------------------------------------------------------------
(1)  The number of shares being registered represents the maximum number of
     shares that may be purchased by employees with employee contributions from
     time to time under the Plan until a new registration statement becomes
     effective.  This Registration Statement also covers the stock purchase
     rights (the "Rights") of the Registrant which are presently attached to and
     trade with the Common Stock of the Registrant.  Any value attributable to
     the Rights is reflected in the market price of the Common Stock.  Such
     additional securities are also being registered hereby as may become
     issuable under the Plan as a result of applicable anti-dilution provisions.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of
     the average of the high and low prices of the Common Stock on the New York
     Stock Exchange on May 1, 1996.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.

- -------------------------------------------------------------------------------
PURSUANT TO RULE 429, THE PROSPECTUS WHICH IS PART OF THIS REGISTRATION
STATEMENT WILL BE ALSO BE USED IN CONNECTION WITH SECURITIES REGISTERED PURSUANT
TO REGISTRATION STATEMENT NOS. 2-32692, 2-44774, 2-53426, 2-64613, 2-83433, 
33-6194 and 33-42202.
- -------------------------------------------------------------------------------
PROSPECTUS
 
                                     LOGO
 
                               ----------------
 
                       $1,375,000 INTERESTS IN THE PLAN
 
                                      AND
 
                               ----------------
 
                             HARTMARX CORPORATION
                                 COMMON STOCK
                                $2.50 PAR VALUE
 
                               ----------------
 
As described herein, Hartmarx Corporation ("Hartmarx" or the "Company") is
offering to employees of Hartmarx and participating subsidiary and affiliated
companies (collectively, the "Employers") an opportunity to participate in The
Hartmarx Savings-Investment Plan (the "Plan") through pre-tax and after-tax
contributions from earnings, with the funds so accumulated, together with
certain Employer contributions, to be invested in shares of Hartmarx common
stock, $2.50 par value per share ("Common Stock"), together with the stock
purchase rights (the "Rights") attached thereto (the "Stock Fund"), except to
the extent that employees direct investment of their contributions to the
Hartmarx GIC Fund, Vanguard Money Market Reserves--Prime Portfolio, Vanguard
Fixed Income Securities Fund--GNMA Portfolio, Vanguard STAR Fund, Vanguard
Index Trust--500 Portfolio, Vanguard/PRIMECAP Fund or Vanguard International
Growth Portfolio.
 
                               ----------------
 
  THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES
     AND  EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON  THE AC-
        CURACY  OR ADEQUACY OF THIS PROSPECTUS. ANY  REPRESENTATION TO
           THE CONTRARY IS A CRIMINAL OFFENSE.
 
                               ----------------
 
                  THE DATE OF THIS PROSPECTUS IS MAY 1, 1996.
HARTMARX CORPORATION
                            101 NORTH WACKER DRIVE
                            CHICAGO, ILLINOIS 60606
                            TELEPHONE: 312 372-6300
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR IN THE REGISTRATION STATEMENTS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS; AND SUCH INFORMATION OR REPRESENTATIONS NOT CONTAINED OR
INCORPORATED BY REFERENCE HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS IS NOT AN OFFERING OF THE
SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION HEREIN SINCE THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
 
                             AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied at the public
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; Seven World Trade Center, 13th
Floor, New York, New York 10048; and the Northwestern Atrium Center 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
may be obtained at the prescribed rates from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such
reports, proxy statements and other information concerning the Company may
also be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, or the Chicago Stock Exchange,
Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605. The common
stock of the Company, par value $2.50 per share, is listed on each such
exchange.
 
  The Company has filed with the Commission a registration statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act") with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in exhibits to
the Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily
complete; with respect to each such contract, agreement or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference. For
further information pertaining to the Company and the securities offered
hereby, reference is made to the Registration Statement and the exhibits
thereto, which may be examined or copied at the locations described above.
 
  Any statement contained in a document incorporated or deemed to be
incorporated herein by reference or contained this Prospectus, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
 
  THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF
THE DOCUMENTS DESCRIBED UNDER "INFORMATION INCORPORATED BY REFERENCE", OTHER
THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO: MRS. KAY C.
NALBACH, ASSISTANT SECRETARY, HARTMARX CORPORATION, 101 NORTH WACKER DRIVE,
CHICAGO, ILLINOIS 60606, TELEPHONE 312 372-6300.
TABLE OF CONTENTS
PAGE NO.
                                                                        --------
THE PLAN...............................................................     1
  Who May Participate..................................................     2
  Employee Contributions...............................................     2
  Employer Matching Contributions......................................     3
  Vesting..............................................................     3
ADMINISTRATION OF THE PLAN.............................................     4
INVESTMENT OF CONTRIBUTIONS............................................     4
  Stock Fund...........................................................     5
  GIC Fund.............................................................     6
  Vanguard Money Market Fund...........................................     6
  Vanguard GNMA Fund...................................................     6
  Vanguard STAR Fund...................................................     7
  Vanguard 500 Portfolio Fund..........................................     7
  Vanguard PRIMECAP Fund...............................................     7
  Vanguard International Growth Fund...................................     7
DISTRIBUTIONS AND WITHDRAWALS..........................................     7
  Retirement...........................................................     7
  Death or Disability..................................................     8
  Termination of Employment............................................     8
  Additional Distribution Rules........................................     8
  Withdrawals..........................................................     8
  Loans................................................................     9
  Rollovers to Other Qualified Plans...................................    10
  Forfeitures..........................................................    10
FEDERAL TAX EFFECTS TO PARTICIPATING EMPLOYEES.........................    10
  Total Distributions..................................................    10
  Partial In-Service Distributions.....................................    11
  In-Kind Distributions................................................    11
STOCK PURCHASE RIGHTS..................................................    11
INFORMATION INCORPORATED BY REFERENCE..................................    12
LEGAL OPINIONS.........................................................    13
EXPERTS................................................................    13
INDEMNIFICATION OF DIRECTORS AND OFFICERS..............................    13
THE PLAN
 
  The Plan was established by Hart Schaffner & Marx ("HSM"), pursuant to the
authorization of its Board of Directors on September 26, 1968, and commenced
operation in 1969. The Plan was adopted by Hartmarx and its name changed to
"The Hartmarx Savings-Investment Plan" after Hartmarx became the parent of HSM
pursuant to an Agreement and Plan of Merger and Reorganization approved by the
shareholders of HSM on April 13, 1983. The purpose of the Plan is to enable
eligible employees of the Employers to provide themselves with retirement
security through a systematic savings program and to provide those employees
with an opportunity to acquire an interest in Hartmarx Common Stock. The Board
of Directors of Hartmarx may alter, amend, modify, revoke or terminate the
Plan at any time. The Plan is a "defined contribution plan" under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and is subject
to the principal protective provisions of Title I of ERISA.    A "Plan Year"
under the Plan is a calendar year.
 
  The names of the Employers participating in the Plan are listed in the
Appendix to this Prospectus. Hartmarx also maintains a pension plan known as
The Hartmarx Retirement Income Plan (the "Retirement Income Plan").
Each active employee who participates in this Plan also participates in the
Retirement Income Plan, at no additional cost to the employee.
 
WHO MAY PARTICIPATE
 
  The Plan is generally open to any active employee of any Employer who has
worked at least 1,000 hours in a specified 12 month period following
commencement of employment, is at least 21 years old, is not a Leased Employee
(as that term is defined in the Plan) and is not a participant in some other
non-governmental retirement plan (other than the Retirement Income Plan or the
Hartmarx Employee Stock Ownership Plan, the "ESOP") the cost of which is borne
in full or in part by the Employers.
 
EMPLOYEE CONTRIBUTIONS
 
  An employee who is eligible to be a Participant in the Plan may make annual
contributions to the Plan of up to 16 percent, in whole percentages only, of
his annual earnings as an employee of an Employer ("Earnings"), subject to a
$150,000 limitation, effective 1994, as adjusted for cost of living increases.
A Participant's contributions which do not exceed 6 percent of Earnings are
known as "Matched Contributions". Participant contributions in excess of 6
percent of Earnings are referred to as "Voluntary Contributions" and are not
subject to "Employer Matching Contributions", described below. Participant
contributions may be either pre-tax contributions, which reduce Earnings
subject to Federal (and state) income taxes, or after-tax contributions, which
do not so reduce such Earnings; however, the Plan provides that the first 1
percent of Earnings which each Participant contributes will be an after-tax
contribution. A Participant shall designate, in a salary reduction agreement or
form, the percentage he elects to contribute or have his Employer contribute to
the Plan on his behalf and the designation of such percentage as pre-tax or
after-tax. The Internal Revenue Code of 1986, as amended (the "Code"), limits
pre-tax contributions to a maximum amount (effective January 1, 1996, the
maximum amount is $9,500) which is subject to adjustment for cost of living
increases. In certain circumstances, the maximum amount of pre-tax and after-
tax contributions applicable to highly compensated Participants in the Plan may
be less than the maximum permitted for other Participants in order to comply
with certain non-discrimination provisions required under the Code.
Contributions to the Plan are made through regular payroll deductions forwarded
to Vanguard Fiduciary Trust Company (the "Recordkeeper" or "Vanguard"), as
designee of CTC Illinois Trust Company, the Trustee under the Plan (the
"Trustee"), and are generally remitted to Vanguard on a monthly basis.
 
  A Participant may change his contribution percentage, subject to certain
limitations as more fully described under the caption "INVESTMENT OF
CONTRIBUTIONS", with respect to Earnings not yet received. A Participant's
contribution percentage change (or its designation as pre-tax or after-tax)
shall be effective as soon as practicable after the amended salary reduction
agreement or form is received by the Plan Administrator. Under no circumstances
shall a salary reduction agreement or form, or change to a salary reduction
agreement or form (or a change in designation as pre-tax or after-tax) be
adopted retroactively. A Participant may discontinue his contributions at any
time without terminating his interest in the Plan, and such contributions may
be resumed by the Participant as soon as practicable following the Plan
Administrator's receipt of a new salary reduction agreement or form. A
Participant may not continue to contribute to the Plan after his retirement
date or after his employment is terminated for any reason, or during any period
in which he participates in certain non-governmental retirement pension plans
(other than the Retirement Income Plan or the ESOP) paid for in full or in part
by the Employers. Contributions can continue during a temporary absence for as
long as a Participant receives Earnings from one of the Employers, but must
stop when these Earnings cease.
 
  Vanguard is also authorized to receive amounts known as "eligible rollover
distributions" which are payable to Participants in the Plan from another
qualified retirement plan, including a plan which has been terminated or under
which contributions have been completely discontinued. Any of these amounts may
be transferred to the Plan only if permitted by the Plan Administrator and (i)
such amounts may be accepted by Vanguard only on the date designated by the
Plan Administrator for such purpose; (ii) the amounts of such eligible rollover
distributions shall not exceed the portion of such distribution which is
includable in gross
 
                                       2
income; and (iii) the transfer must be made within sixty (60) days following
the date the Participant was entitled to receive such eligible rollover
distribution. Eligible rollover distributions are initially invested in the
Stock Fund (described below).
 
EMPLOYER MATCHING CONTRIBUTIONS
 
  Effective December 31, 1988, upon Hartmarx' adoption of the ESOP, which
contained provisions governing the allocation, distribution and calculation of
the amount of employer contributions that were substantially the same as the
provisions governing the allocation, distribution and calculation of Employer
Matching Contributions under the Plan, all obligations of the Employers to make
any future Employer Matching Contributions to the Plan ceased. All such
contributions are now made pursuant to the terms of the ESOP, which provides
that the Employers contribute, out of current or accumulated earnings, an
amount equal to (i) 25 percent of the first 1 percent of Earnings contributed
by a Participant, and (ii) 5 percent, or such greater percentage as the Company
in its sole discretion shall determine, of a Participant's remaining aggregate
Matched Contributions under this Plan (the "Employer Matching Contributions").
 
  These contributions may be made in cash or in shares of Common Stock (on the
basis of (i) their fair market value at the time such contributions are made or
treated as having been made, or (ii) the Employer's cost of the Common Stock,
whichever is less). Generally, Employer Matching Contributions are paid to
Vanguard on a monthly basis, although Employers have the right under the Plan
to make the Employer Matching Contributions for any year at any time before the
time prescribed by law for filing Hartmarx' Federal income tax return for the
taxable year within which such Plan Year ends, including extensions. If an
Employer's current or accumulated earnings are insufficient to make such
Employer Matching Contributions, then such contributions may be made by any
Employer which has adopted the Plan and shall be deemed to have been made by
the Employer otherwise prevented from making such contribution.
 
  All Employer Matching Contributions are invested in the Stock Fund.
Participants age 55 and older may diversify the Employer Matching Contributions
by directing that all or part of such Participant's ESOP account, invested in
the Stock Fund, be transferred to other investments alternatives available
under the Plan. Employer Matching Contributions will continue to be made
through the ESOP in Common Stock, but Participants age 55 and older may
diversify that investment into other available investments as they deem
appropriate and according to the transfer rules of the Plan. The above
diversification option does not apply to Employer Matching Contributions made
before 1989 that are accumulated in the Plan. The pre-1989 Employer Matching
Contributions remain invested in the Stock Fund and may not be transferred by
Participants.
 
VESTING
 
  Employer Matching Contributions, and the earnings on the Employer Matching
Contributions held by the ESOP and this Plan, are credited to the accounts of
Participants in the manner set forth under "INVESTMENT OF CONTRIBUTIONS".
Generally, these contributions and the related earnings "vest" (that is, the
Participant has a nonforfeitable right to them) in one of several ways.
Participants are always 100 percent vested in their contributions and the
earnings thereon. A Participant becomes 100 percent vested in Employer Matching
Contributions, and earnings thereon, regardless of the Participant's "Years of
Vesting Service" (defined below) upon (i) attaining age 65, (ii) the date of
his death, (iii) the occurrence of certain specified events deemed to be a
"Change in Control of the Company", (iv) election of early retirement under the
Retirement Income Plan, or (v) termination of the Plan.
 
  Participants also vest based upon the number of the Participant's Years of
Vesting Service in the Plan. A Year of Vesting Service is defined as a Plan
Year during which an employee who is at least 18 years old completes at least
1,000 hours of service and, when eligible to do so, is making contributions to
the Plan. A Participant becomes 33 1/3 percent vested in Employer Matching
Contributions and related earnings after three Completed Years of Vesting
Service, 66 2/3 percent vested after four Completed Years of Vesting Service,
and fully (or 100 percent) vested after five Years of Vesting Service. A
"Completed Year of Vesting Service" is a full 12 consecutive month period
during which a Participant completes at least 1,000 hours of service and is
making contributions to the Plan when eligible to do so.
 
 
                                       3
ADMINISTRATION OF THE PLAN
 
  Effective July 11, 1995, a Plan Administration Committee (the "Plan
Committee") was appointed by the Board of Directors of the Company to be the
Plan Administrator responsible for the general administration of the Plan and
is a "Fiduciary" under the Plan. Prior to this date, Hartmarx was the Plan
Administrator. The Plan Committee may establish rules and regulations for the
administration of the Plan and the transaction of the Plan's business. The Plan
Committee shall cause distributions to be made to Participants and shall cause
to be maintained the records and accounts necessary to show the contributions
made by each Participant, the separate contributions made by Hartmarx and each
other Employer which has adopted the Plan, the credit balance in the accounts
of each Participant, the vested interest of each Participant in Employer
Matching Contributions, and distributions made to each Participant.
 
  No officer or employee of Hartmarx, nor any member of the Plan Committee,
receives any compensation from the assets of the Plan. All costs and expenses
of administration of the Plan, including fees, brokerage, commissions, transfer
taxes and other charges incurred by the Trustee or Vanguard are borne by the
Employers, except to the extent (i) paid out of forfeitures not otherwise
applied to reduce Employer Matching Contributions, or (ii) charged to the Plan.
Fees associated with loans are borne by the Participants obtaining the loans.
 
  The Trustee under the Plan is CTC Illinois Trust Company, 209 West Jackson
Boulevard, Chicago, Illinois 60606.
 
  Vanguard Fiduciary Trust Company (the "Recordkeeper" or "Vanguard"), Vanguard
Financial Center, Valley Forge, Pennsylvania 19482, is the recordkeeper for the
Plan, and pursuant to a Service Agreement among Hartmarx, the Trustee and
Vanguard, Vanguard is also the custodian of all funds in the Plan and provides
all recordkeeping, participant accounting, benefit payment and tax reporting
services.
 
  A copy of the Plan was filed with the Commission on May   , 1996, as an
exhibit to the Company's registration statement on Form S-8, and is hereby
incorporated by this reference into this Prospectus. The foregoing description
of the Plan does not purport to be complete and is qualified in its entirety by
reference to the Plan documents. Copies of the Plan documents may be obtained
from the Plan Administrator upon written request to Plan Administration
Committee, Hartmarx Corporation, 101 North Wacker Drive, Chicago, Illinois
60606.
 
                          INVESTMENT OF CONTRIBUTIONS
 
  Participant contributions are transmitted to Vanguard and invested in
accordance with a Participant's investment instructions in one or more
investment options made available by the Plan Administrator. As of the date
hereof, the investment options available to Participants are: the Hartmarx
Stock Fund ("Stock Fund"); the Hartmarx GIC Fund ("GIC Fund"); the Vanguard
Money Market Reserves--Prime Portfolio ("Vanguard Money Market Fund"); the
Vanguard Fixed Income Securities Fund--GNMA Portfolio ("Vanguard GNMA Fund");
the Vanguard STAR Fund ("Vanguard STAR Fund"); the Vanguard Index Trust--500
Portfolio ("Vanguard 500 Portfolio Fund"); the Vanguard/PRIMECAP Fund
("Vanguard PRIMECAP Fund"); and the Vanguard International Growth Portfolio
("Vanguard International Growth Fund"). All Employer Matching Contributions are
invested in the Stock Fund and Vanguard may temporarily hold in cash or in
certain bank deposits payable on demand, corporate demand notes or money market
funds, funds needed for pending investments, distributions, loans to
Participants or other disbursements.
 
  A Participant may change his instructions as to the investment of his future
contributions, and may also change the investment of the total amounts already
accumulated in his accounts through contributions he has previously made.
Changes in investment direction may be made once each month, up to 12 times per
year. Transfers from one fund to another may be made as often as once each
month, up to 12 times per year, however, transfers out of the GIC Fund into the
Stock Fund, Vanguard 500 Portfolio Fund, Vanguard STAR Fund,
 
                                       4
Vanguard PRIMECAP Fund or the Vanguard International Growth Fund may be made
only once each calendar quarter and must remain invested in such funds for at
least ninety (90) days before any subsequent transfer into the Vanguard GNMA
Fund or the Vanguard Money Market Fund. Up to 25 percent of a Participant's GIC
Fund balance may be transferred directly into the Vanguard GNMA Fund or the
Vanguard Money Market Fund, but only once each year, in January. However, if a
Participant's GIC Fund balance is $500 or less, the entire balance may be
transferred to other investment options, but only in January of any year.
 
  A Participant may determine his investment option allocation by specifying
what percentage of his contributions is to be invested in the various
investment options. A participant's entire contribution is considered as a
whole (100 percent) and the Participant may designate that any percentage of
his contribution (from 1 percent to 100 percent, in whole percentages only) be
invested in any of the available investment options.
 
  In accordance with the directions of the Plan Administrator, the Recordkeeper
maintains the following separate accounts in the name of each Participant:
Employee Pre-Tax Contribution Account, Employee After-Tax Contribution Account
and Employer Matching Contribution Account, which accounts reflect the
contributions made by or on behalf of the Participant and the earnings, losses
and expenses allocated thereto. In addition, the Recordkeeper maintains a
Rollover Contribution Account with respect to each Participant to record any
rollover contributions to the Plan on behalf of the Participant, and the
earnings, losses and expenses related thereto. The Recordkeeper also maintains
subaccounts to distinguish a Participant's Matched Contributions from his
Voluntary Contributions, and the earnings, losses and expenses allocated
thereto.
 
  Participant account valuations are updated on a daily basis by the
Recordkeeper and each Participant is notified of the credit balance in his
accounts as of the close of each quarterly period ending March 31, June 30,
September 30 and December 31, as soon as practicable after the end of such
quarterly period. In addition Participants may obtain fund balance information,
reallocate investments or change investment direction through a toll free
telephone number maintained by Vanguard. Except under certain limited
circumstances permitted by the Plan, these accounts are not subject to
assignment, transfer, encumbrance or alienation, nor are they liable for or
subject to debts or liabilities of the Participant or beneficiaries.
 
STOCK FUND
 
  Contributions directed to the Stock Fund are invested in an unsegregated fund
comprised of Hartmarx Common Stock. At present such purchases are made by
Vanguard from time to time by direct purchase from Hartmarx. Vanguard may also
accomplish such purchases through matching transactions, on the basis of
prevailing market prices, in connection with any dispositions of shares of
Common Stock held in this Fund which might otherwise be required by reason of
other Participants leaving the Plan or changing their investment directions.
All Employer Matching Contributions are invested in the Stock Fund.
 
  Dividends, if any, and other distributions (other than in shares of Common
Stock) accruing to the Stock Fund are allocated among the accounts by the
Recordkeeper. Such accounts are then charged for shares of Common Stock
purchased by Vanguard (with both Participants' contributions and Employers'
contributions) and credited to such accounts based upon 90 percent (100 percent
in the case of eligible rollover distributions or transfers from other
investment funds available under the Plan) of the average high and low trading
price of the Common Stock on the day such shares are purchased (or treated as
having been purchased) by Vanguard. Stock dividends, if any, or other
distributions of Common Stock are directly credited to Participants' accounts
to the extent that they relate to shares represented by those accounts at that
time, and otherwise go to reduce the average purchase price of Common Stock
purchased during the year.
 
  Participants do not have any rights as to specific shares held in the Stock
Fund nor are they entitled to any of the rights as stockholders, except that
they are able to instruct the Trustee confidentially as to the voting of the
number of shares held in their account at any annual or special meeting of
stockholders of Hartmarx and, subject to applicable laws, as to the tender or
exchange of such shares in response to a tender or exchange offer for the
Common Stock. The Trustee is to vote any shares for which it has not received
voting instructions, or
 
                                       5
which have not yet been credited to accounts of Participants, proportionately,
in the same manner as those shares for which it has received instructions. The
Trustee may not tender or exchange shares for which it does not receive
instructions; however, shares which have not yet been credited to accounts of
Participants can be tendered or exchanged, proportionately, in the same manner
as those shares for which the Trustee has received instructions.
 
  The Plan does not provide any restriction on the sale of shares, if any,
acquired pursuant to a distribution from the Plan. Participants who receive
such a distribution who are "affiliates" (as defined by Rule 405 under the
Securities Act) of the Company, their donees, and certain family members,
trusts, estates and other entities, may sell such shares only pursuant to the
registration requirements of the Securities Act or an applicable registration
exemption such as provided by Rule 144 under the Securities Act. It is
advisable for such Participants to consult legal counsel concerning the
securities law implications of the acquisition of shares, or disposition of
shares acquired, from the Plan.
 
GIC FUND
 
  Contributions to the GIC Fund are invested in investment units in the
Vanguard Investment Contract Trust (the "Vanguard Investment Contract Trust")
and in a group annuity investment contract between the Trustee and an
insurance company (as selected by Hartmarx) arising prior to the transfer of
investments to Vanguard. The Vanguard Investment Contract Trust invests
primarily in investment contracts issued by insurance companies and banks
approved by Vanguard's Investment Committee. For liquidity purposes, the
Vanguard Investment Contract Trust reserves the right to invest up to 15
percent of the Vanguard Investment Contract Trust assets in short-term U.S.
Government obligations (including money market mutual funds investing in such
obligations) or federally insured deposits.
 
  GIC Fund investments produce a "blended" rate of interest by combining the
interest rate of the Vanguard Investment Contract Trust and the interest rate
of the group annuity investment contract. The interest rate adjusts gradually
throughout the year to reflect changes in interest rates and the Fund's
underlying investments. Once the existing group annuity investment contract
matures and is liquidated, the interest rate of the GIC Fund will no longer be
a "blended" rate, but will be the same as the interest rate of the Vanguard
Investment Contract Trust.
 
VANGUARD MONEY MARKET FUND
 
  Contributions directed to the Vanguard Money Market Fund are invested in
high-quality money market instruments that mature in one year or less. These
money market instruments include negotiable certificates of deposit, bankers'
acceptances, commercial paper, and other short-term corporate obligations. The
Vanguard Money Market Fund seeks maximum current income, preservation of
capital, and liquidity by investing in a portfolio of money market
instruments. The fund is designed to maintain a constant $1.00 share value. It
should be noted that an investment in a money market fund, including this
Vanguard Money Market Fund, is neither insured nor guaranteed by the U.S.
Government, and there can be no assurance that this fund will be able to
maintain a stable net asset value of $1.00 per share.
 
VANGUARD GNMA FUND
 
  Participant contributions directed to the Vanguard GNMA Fund are invested in
a portfolio of mortgage-backed securities guaranteed by the U.S. Government.
The Vanguard GNMA Fund seeks a high level of current income. Generally, at
least 80 percent of the Vanguard GNMA Fund is invested in Governmental
National Mortgage Association ("GNMA") certificates. These certificates
represent ownership in pools of approved mortgage loans for which the timely
payment of principal and interest is guaranteed by the U.S. Government. The
balance of the Vanguard GNMA Fund is invested in other Government-guaranteed
securities, such as U.S. Treasury bills, notes and bonds. Shares of the
Vanguard GNMA Fund are not backed by the U.S. Government, and the net asset
value or share price of the Vanguard GNMA Fund will fluctuate in response to
general changes in interest rates or other market conditions. GNMA
certificates are subject to prepayment risk; that is, in periods
 
                                       6
of lower interest rates, homeowners may "prepay" and refinance the high-coupon
mortgages underlying GNMAs. The proceeds would then be reinvested in new
GNMAs, at generally lower interest rates. As a result, a Participant's yields
may be reduced when interest rates decline.
 
VANGUARD STAR FUND
 
  Contributions directed to the Vanguard STAR Fund are invested as follows:
approximately 60 percent to 70 percent of Vanguard STAR Fund assets are
invested in seven Vanguard equity funds, including Vanguard/Windsor Fund,
Vanguard/Windsor II, Vanguard 500 Portfolio Fund (described below), Vanguard
International Growth Fund (described below), Vanguard PRIMECAP Fund (described
below), Vanguard/Morgan Growth Fund and Vanguard Explorer Fund. Approximately
30 percent to 40 percent of the assets are invested in three Vanguard fixed
income funds, including Long Term Corporate Portfolio, Vanguard GNMA Fund
(described above) and Vanguard Money Market Fund (described above). The
Vanguard STAR Fund seeks to maximize long-term total return (consisting of
capital appreciation plus income) with a balanced and diversified investment
approach.
 
VANGUARD 500 PORTFOLIO FUND
 
  Participant contributions which have been directed to the Vanguard 500
Portfolio Fund, an "index fund", are invested in all of the stocks included in
the Standard & Poor's(R) 500 Index (the "S&P Index") in approximately the same
proportions as they are represented in the S&P Index. This investment
alternative attempts to provide investment results that correspond to the
price and yield performance of publicly traded stocks, in the aggregate, as
represented by the S&P Index.
 
VANGUARD PRIMECAP FUND
 
  Contributions directed to the Vanguard PRIMECAP Fund are invested,
generally, in common stocks. The Vanguard PRIMECAP Fund invests at least 80
percent of its assets in equity securities (stock). Stocks are selected on the
basis of fundamental factors, including above average earnings growth and
current earnings, consistency of earnings growth, and earnings quality. The
Vanguard PRIMECAP Fund seeks long-term growth of capital by investing
principally in a portfolio of common stocks; dividend income is incidental.
 
VANGUARD INTERNATIONAL GROWTH FUND
 
  Participant contributions which have been directed to the Vanguard
International Growth Fund are invested, primarily, in common stocks of
seasoned foreign companies which are included in this fund based on potential
for capital appreciation. The Vanguard International Growth Fund is intended
primarily for long term-investors willing to accept moderate risks in seeking
capital appreciation. This investment alternative seeks long-term capital
growth by investing in the common stocks of companies based outside of the
United States. Dividend income is incidental.
 
                         DISTRIBUTIONS AND WITHDRAWALS
 
RETIREMENT
 
  A Participant who retires under the retirement provisions of the Retirement
Income Plan is entitled to a distribution from the Plan of the amounts
credited to him under the Plan attributable to his contributions and to vested
Employer Matching Contributions, and the earnings thereon. Ordinarily, he will
be entitled to receive a lump sum distribution of (1) cash equal to such
Participant's fund account balances (if any), excluding, however, his Stock
Fund account balance, (2) shares of Common Stock to the extent of his Stock
Fund account (with cash in lieu of any fractional share) unless he elects to
take the cash equivalent of the fair market value of those shares, and (3)
cash equal to any of his contributions and vested Employer Matching
Contributions which have not yet
 
                                       7
been credited to a Fund by Vanguard. Distributions upon retirement are made as
soon as practicable, but no later than 60 days after the end of the Plan Year
in which a Participant attains age 65 or ceases employment, whichever is later.
 
DEATH OR DISABILITY
 
  If a Participant dies prior to retirement, the Participant's spouse (or, if
there is no spouse or with the spouse's written consent, a designated
beneficiary under the Plan) will be entitled to distribution of the
Participant's fund account balances in the form of a lump sum payment. A
Participant will be given the opportunity to designate a "beneficiary" and may
change this designation from time to time, with his spouse's written consent,
by written notice to his Employer. If a designated beneficiary does not survive
the Participant, these benefits will be paid to the Participant's spouse, and
if neither the beneficiary nor his spouse survives him, benefits will be paid
in the following order of preference: (1) children, (2) parents, (3) brothers
and sisters or (4) executor or administrator.
 
  If a Participant becomes disabled, he is entitled to a lump sum distribution
of all of his employee contributions, all vested Employer Matching
Contributions, and all earnings thereon.
 
TERMINATION OF EMPLOYMENT
 
  If a Participant ceases to be an employee of the Employers and all affiliated
companies for any reason other than retirement under the retirement provisions
of the Retirement Income Plan or death, he shall be entitled to a distribution
from the Plan of the amount credited to him under the Plan plus the vested
portion, if any, of Employer Matching Contributions and earnings thereon.
 
ADDITIONAL DISTRIBUTION RULES
 
  Distributions to Participants will commence no later than April 1 of the
calendar year following the calendar year in which the Participant attains age
70 1/2.
 
  If a Participant's account balances are $3,500 or less, distribution will be
made or commenced without the Participant's consent as soon as practicable
after employment is terminated. If a terminated Participant's account balances
are greater than $3,500, then a distribution will not be made without such
Participant's consent before age 65 or death.
 
WITHDRAWALS
 
  Any Participant may, while he remains employed by an Employer, withdraw the
full amount credited to his account attributable to after-tax contributions and
vested Employer Matching Contributions and the earnings thereon, plus if the
Participant has attained age 59 1/2, the full amount credited to his accounts
attributable to pre-tax contributions and the earnings thereon (less any
amounts previously paid but not charged to the Participant's account). The
withdrawal will be paid as soon as practicable after the Plan Administrator has
received the Participant's signed request for such withdrawal. Distributions
will be made in a lump sum in the manner set forth under "Retirement" above.
Except in the case of an Emergency Withdrawal, a Participant who makes a
withdrawal under the Plan may not participate in the Plan for 12 months
following such withdrawal.
 
  For Participants younger than age 59 1/2, an Emergency Withdrawal is
available only with respect to after-tax contributions, vested Employer
Matching Contributions, and all earnings thereon; a Hardship Withdrawal is
available only with respect to after-tax contributions, vested Employer
Matching Contributions, and all earnings thereon, and pre-tax contributions,
but not earnings on pre-tax contributions. For Participants age 59 1/2 or
older, Emergency or Hardship Withdrawals are available with respect to pre-tax
and after-tax contributions, vested Employer Matching Contributions, and all
earnings thereon.
 
  A withdrawal shall be deemed to constitute an "Emergency Withdrawal" if,
after receiving a Participant's application for such a withdrawal (on a form
provided by the Plan Administrator and completed by the
 
                                       8
Participant for that purpose) and according to a uniform nondiscriminatory
policy which involves consideration of a Participant's immediate financial
needs and other pertinent facts and circumstances, the Plan Administrator, in
its sole discretion, shall determine that such withdrawal is precipitated by an
emergency affecting the Participant or a member of his immediate family. The
procedure for obtaining a Hardship Withdrawal is the same as that for an
Emergency Withdrawal, however, a "Hardship Withdrawal" must be precipitated by
a demonstrated financial hardship affecting the Participant which cannot be
alleviated through other resources reasonably available to the Participant.
Also, a Hardship Withdrawal may not exceed the amount required to meet the
immediate financial need created by such hardship.
 
  Participants are not permitted to make more than two Emergency or Hardship
Withdrawals, and no more than one Emergency Withdrawal or Hardship Withdrawal
shall be approved by the Plan Administrator in any five year period with
respect to any Participant.
 
LOANS
 
  Subject to certain limitations, a Participant may borrow, from the Plan, a
portion of the pre-tax and after-tax contributions (and earnings thereon)
credited to his accounts as of the date on which the loan is made. Generally,
loans may not be in amounts less than $500, and may not exceed the lesser of
(i) 50 percent of the value of a Participant's pre-tax contributions and after-
tax contributions, plus earnings, if any or (ii) $50,000 reduced by the excess
(if any) of the highest outstanding balance of all loans to the Participant
from this Plan and any other qualified plan of the Employers during the one-
year period ending on the last day before the loan was made over the
outstanding balance of all loans to the Participant from such plans on the date
on which the loan was made. Each such loan shall be evidenced by a written note
providing for substantially level amortization over a period of no more than
five years (or 15 years, if the loan is being used to acquire the Participant's
principal residence), for repayment to a separate "Loan Fund Account" by way of
payroll deductions, and for a reasonable rate of interest to be determined by
the Plan Administrator at the time such loan is made.
 
  Generally, a Participant may have only one outstanding loan at a time,
however, Participants may have a second loan outstanding if it is for the
purchase of a primary residence or for a financial emergency. Only one
residential or financial emergency loan may be outstanding at any one time.
 
  All loan payments by the Participant shall be made to his Loan Fund Account
by regular payroll deductions and loan repayments and interest are credited to
a Participant's investment accounts in the same proportion as the Participant's
contributions are credited. If on the date of payment of Plan benefits, any
such loan, or portion thereof, remains unpaid, an amount equal to such loan or
unpaid portion thereof, plus accrued interest thereon, shall be deducted from
the amount otherwise payable to the Participant under the Plan and the amount
of accrued interest on such loan shall be deemed and accounted for as a
distribution to or on behalf of the Participant.
 
  On or before the date of a loan, the Participant's accounts shall be
converted to cash in the following order: after-tax contribution accounts
(first, Voluntary Contribution subaccounts, then Matched Contribution
subaccounts), pre-tax contribution accounts (first, Voluntary Contribution
subaccounts, then Matched Contribution subaccounts), and any Rollover accounts,
with such cash being credited to the Participant's Loan Fund Account, until the
cash balance of the Loan Fund Account is sufficient to fund the loan. Employer
Matching Contributions and earnings thereon, if any, may not be borrowed by the
Participant.
 
ROLLOVERS TO OTHER QUALIFIED PLANS
 
  With respect to distributions made after January 1, 1993, a participant may
elect to have any portion of an eligible rollover distribution paid directly to
an eligible individual retirement account ("IRA") or other qualified retirement
plan specified by the distributee in a direct rollover, provided that the
amount of a direct rollover cannot be less than the lesser of (i) $500 or (ii)
the eligible rollover; and provided further, that the distributee may not elect
a direct rollover of any portion of eligible rollover distributions received
within one taxable year of the distributee that totals less than $200. A
distributee shall be limited to a single direct rollover for each eligible
rollover distribution.
 
                                       9
FORFEITURES
 
  If a Participant leaves the employ of his Employer, for any reason (other
than military leave, approved paid leave of absence, maternity leave,
paternity leave or approved unpaid leave of absence) or completes less than
501 hours of service in a Plan Year, the Participant's unvested Employer
Matching Contributions are credited to a forfeiture account. If a Participant
is not reemployed by Hartmarx (or an affiliate or subsidiary of Hartmarx) or
does not resume completing at least 501 hours of service in a Plan Year before
incurring five consecutive one year breaks in service, such unvested Employer
Matching Contributions are forfeited and applied to pay the Plan's
administrative costs or to pay Employer Matching Contributions for the Plan
Year in which such forfeiture occurs. To the extent that such forfeitures
exceed the administrative costs and Employer Matching Contributions, such
forfeitures are allocated ratably to remaining Participants.
 
                FEDERAL TAX EFFECTS TO PARTICIPATING EMPLOYEES
 
  The Plan is a qualified employee benefit plan under Section 401(a) of the
Code. Accordingly, no tax is payable on any pre-tax contributions, Employer
Matching Contributions and all earnings (including earnings on after-tax
contributions) until a Participant receives benefits under the Plan.
 
  Benefits under the Plan are paid in a lump sum distribution. A distribution
paid to a Participant who has terminated his employment must include his
entire account balance. Federal law requires that the taxable portion of a
distribution (except, in certain cases, the taxable portion of an "In-Kind
Distribution") which is not rolled over directly into an IRA or other
qualified retirement plan is subject to a mandatory 20 percent federal income
tax withholding.
 
TOTAL DISTRIBUTIONS
 
  If a distribution of a Participant's entire account balance becomes payable
on account of the Participant's death, separation from employment, or on
account of a total in-service withdrawal, the various portions of such
distribution are taxable as follows:
 
    1. The Participant's after-tax contributions are returned tax free, as
  taxes have already been paid on such contributions.
 
    2. The Participant's taxable amount (i.e., pre-tax contributions,
  Employer Matching Contributions, and all earnings) is taxable as ordinary
  income. If the Participant has attained age 59 1/2 by the date of
  distribution and has been a Participant in the Plan for five or more
  taxable years before the taxable year of the distribution (or in the case
  of a distribution to the beneficiary of a deceased Participant who had
  attained age 59 1/2 regardless of his years of participation), a special
  five year averaging device is available at his election which may reduce
  the tax on the ordinary income portion of the distribution. The Participant
  (or beneficiary) also has the option of having his entire lump sum
  distribution taxed under these special five year averaging rules. A
  transitional rule under the Tax Reform Act of 1986 provides that if the
  Participant was at least age 50 on January 1, 1986, he may either use five
  year averaging (as discussed above) or the ten year averaging (based upon
  1986 tax rates) under prior law. The transitional rule also provides that
  the taxable portion attributable to pre-1974 participation will be taxed in
  accordance with the capital gain provisions effective prior to the
  enactment of the Tax Reform Act of 1986.
 
    3. A 10 percent excise tax on the portion of the distribution includible
  in taxable income is imposed on the employee for distributions prior to age
  59 1/2 except in the case of death, disability, payment of certain medical
  expenses, or retirement under the Plan after attaining age 55.
 
    4. The Participant's (or surviving spouse beneficiary's) taxable amount
  may be excluded from gross income in the year of receipt if the
  distribution is rolled over into an IRA or another qualified retirement
  plan within 60 days of such distribution.
 
    5. Any excess of the Participant's after-tax contributions over a lump
  sum cash distribution is deductible as a miscellaneous itemized deduction
  subject to the 2 percent of adjusted gross income floor for miscellaneous
  itemized deductions.
 
                                      10
PARTIAL IN-SERVICE DISTRIBUTIONS
 
  If a Participant withdraws part of his account, while continuing as an
employee, such withdrawal, to the extent of pre-1987 after-tax contributions,
is returned tax free and any remaining withdrawal will be taxed as ordinary
income based upon a pro-rata distribution of post-1986 after-tax contributions
and all other amounts in his account available for withdrawal. The
Participant's taxable amount may be excluded from gross income in the year of
receipt if the distribution is rolled over into an IRA or another qualified
retirement plan within 60 days of such distribution. A 10 percent excise tax on
the portion of the distribution includible in taxable income is imposed on the
employee for distributions prior to age 59 1/2 except in the case of death,
disability, payment of certain medical expenses, or retirement under the Plan
after attaining age 55.
 
IN-KIND DISTRIBUTIONS
 
  A special rule applies if the distribution includes shares of Common Stock of
the Company. If a participant or his beneficiary receives a lump sum
distribution, Federal income taxes with respect to such securities will be
payable in the year of distribution on the amount by which the lesser of the
market price at time of distribution or the cost to the Plan of such securities
exceeds the Participant's after-tax contributions to the Stock Fund. When the
securities are subsequently sold, a short term or long term capital gain or
loss may be realized depending on the sales price of such securities and the
length of time held after distribution. If the Participant receives a lump sum
distribution which includes shares of Common Stock and the value of the
securities has decreased below the amount the Participant contributed for the
purchase of such securities, the Participant does not realize a deductible loss
at the time of distribution; instead, his after-tax contributions become the
basis of the stock for the purpose of determining gain or loss upon a
subsequent sale or exchange. Any such gain or loss will be considered a capital
gain or loss.
 
  The tax provisions are complex and competent tax advice should be obtained so
that the Participant makes those elections best suited to his particular
situation.
 
                             STOCK PURCHASE RIGHTS
 
  On December 6, 1995, the Board of Directors of the Company declared a
dividend of one right (a "Right") for each outstanding share of Common Stock of
the Company. The dividend was paid on January 31, 1996 (the "Record Date"), to
stockholders of record at the close of business on the Record Date. The Board
of Directors also authorized the issuance of one Right for each share of Common
Stock issued after the Record Date and prior to the earliest of the
Distribution Date (as defined in the 1995 Rights Agreement), redemption of the
Rights or January 31, 2006 (the "Expiration Date"). Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock of the Company, at an exercise
price of $25 per Right (the "Purchase Price"). The description and terms of the
Rights are set forth in a Rights Agreement, dated as of December 6, 1995 (the
"1995 Rights Agreement"), between the Company and First Chicago Trust Company
of New York, as Rights Agent.
 
  Separate certificates for Rights will not be distributed nor will the Rights
be exercisable, unless and until, among other things, a Person (as defined in
the 1995 Rights Agreement) or group acquires 15 percent or more, or announces
an offer that could result in acquiring 15 percent or more, of the Company's
Common Stock. Following an acquisition of 15 percent or more of the Company's
Common Stock (a "Stock Acquisition"), each Right holder, except the 15 percent
or more stockholder, has the right to receive, upon exercise, Common Stock
having a market value of twice the then-current Purchase Price (or, under
certain circumstances, cash, property or other Company securities), unless the
15 percent or more stockholder has offered to acquire all of the outstanding
shares of the Company under terms that a majority of the independent directors
of the Company have determined to be fair and in the best interest of the
Company and its stockholders. Similarly, unless certain conditions are met, if
the Company engages in a merger or other business combination following a Stock
Acquisition where it does not survive or survives with a change or exchange of
its Common Stock, or if 50
 
                                       11
percent or more of its assets, earning power or cash flow is sold or
transferred, the Rights will become exercisable for shares of the acquiror's
stock having a market value of twice the then-current Purchase Price (or, under
certain circumstances, cash or property). The Rights are not exercisable,
however, until the Company's right of redemption described below has expired.
 
  At any time prior to the earlier of (i) ten days following the Stock
Acquisition Date (as defined in the 1995 Rights Agreement), and (ii) the
Expiration Date, the Company (under certain circumstances, only with the
support of the majority of the directors not affiliated with an Acquiring
Person, as defined in the 1995 Rights Agreement) may redeem the Rights in
whole, but not in part, at a price of $.01 per Right, subject to adjustment.
The Company may, at its option, pay the redemption price in cash, shares of
Common Stock (based on the current market price of the Common Stock at the time
of redemption) or any other form of consideration deemed appropriate by the
Board of Directors of the Company. Immediately upon the action of the Board of
Directors electing to redeem the Rights, the right to exercise the Rights will
terminate and the only right of the holders of the Rights thereafter will be to
receive the applicable redemption price.
 
  Until exercise, a Right holder, as such, has no rights as a stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends or distributions.
 
  A copy of the 1995 Rights Agreement was filed with the Commission on December
29, 1995, as an exhibit to the Company's Current Report on Form 8-K, and is
hereby incorporated by this reference into this Prospectus. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the 1995 Rights Agreement.
 
                     INFORMATION INCORPORATED BY REFERENCE
 
  The Company's Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K for
the fiscal year ended November 30, 1994, filed with the Commission on June 27,
1995, Annual Report on Form 10-K for the fiscal year ended November 30, 1995,
Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 1996,
each as filed with the Commission, and the Company's Current Report on Form 8-
K, as filed with the Commission on December 29, 1995, are incorporated herein
by reference. The Common Stock and Rights are registered under Section 12 of
the Exchange Act, and the descriptions of such securities contained in a Form
8-B Registration Statement, filed with the Commission and effective July 14,
1983, and a Form 8-A Registration Statement, filed with the Commission and
effective January 29, 1996, are also incorporated herein by reference. In
addition, all other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof and prior to the termination of the offering of the securities offered
hereby shall be deemed to be incorporated herein by reference.
 
                                 LEGAL OPINIONS
 
  The validity of the issuance of the shares of Common Stock, and the Rights in
connection therewith, offered hereby will be passed upon for the Company by
Mary D. Allen, Executive Vice President, General Counsel and Secretary of
Hartmarx. As of May   , 1996, Mrs. Allen held options to purchase 70,000 shares
of Common Stock.
 
                                    EXPERTS
 
  The financial statements incorporated in this Prospectus by reference to the
Company's Form 10-K/A Amendment No. 1 to Annual Report on Form 10-K for the
fiscal year ended November 30, 1994, filed June 27, 1995, and the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1995, have
been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
 
                                       12
INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  Title 8, Chapter 1, Subchapter IV, Section 145 of the General Corporation Law
of the State of Delaware (the "GCL") and Article EIGHTH of the Company's
Restated Certificate of Incorporation provide for the indemnification of any
person who was, is or is threatened to be made a party to any action, suit or
proceeding because such person is or was a director, officer, employee or agent
of the Company, or served another enterprise at the request of the Company,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the Company; and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses.
 
  Article Two, Section 10 of the Company's Bylaws, as amended, provides for
indemnification of the Company's directors and officers, and the advancement of
expenses (including attorneys' fees), to the fullest extent permitted by the
GCL. The Company has entered into Indemnification Agreements (ratified by its
stockholders) with each member of its Board of Directors to provide them with
specific contractual assurance of indemnification, rights to advance
reimbursement of related expenses and certain other protections allowed under
Delaware law. Directors' rights under the Indemnification Agreements and
directors' and officers' rights to indemnification and advancement of expenses
(including attorneys' fees) under Article Two, Section 10 of the Company's
Bylaws are not exclusive of other rights such persons may have under statute,
the Company's Restated Certificate of Incorporation, the Company's Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise. The
Bylaws further provide that a person's right to indemnification may not be
retroactively reduced by subsequent amendment to the GCL or Bylaws.
 
  The GCL authorizes the purchase of indemnification insurance by the Company.
The Company currently maintains a policy insuring, subject to certain
exceptions, its directors and officers, and the directors and officers of its
subsidiaries against liabilities which may be incurred by such persons acting
in such capacities, as permitted by Section 145 of the same Delaware statute,
which may cover liabilities under the Securities Act.
 
  Insofar as indemnification for certain liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act, and is unenforceable.
 
                                       13
THE HARTMARX SAVINGS-INVESTMENT PLAN
 
                          APPENDIX DATED MAY 1, 1996
 
                                      TO
 
                     FORM S-8 PROSPECTUS DATED MAY 1, 1996
 
  The following tabulations illustrate the change (consisting of dividends,
interest income and appreciation or depreciation in, and discount from, market
value) for each period and the balance at the end of each period assuming
$100.00 was invested in The Hartmarx Savings-Investment Plan on December 31,
1991, for each of the Hartmarx Stock (at 90 percent of average trading price),
GIC, Vanguard GNMA, Vanguard Money Market, Vanguard 500 Portfolio, Vanguard
STAR, Vanguard PRIMECAP and Vanguard International Growth Funds. The table
includes income from reinvestment of dividends and interest but no other
contributions by the Employer or the Participant.
HARTMARX             VANGUARD
                    STOCK FUND           GNMA FUND                 GIC FUND
                ------------------ -------------------------  ------------------
                ENDING  CHANGE FOR  ENDING       CHANGE FOR   ENDING  CHANGE FOR
                BALANCE   PERIOD    BALANCE        PERIOD     BALANCE   PERIOD
                ------- ---------- ------------ ------------  ------- ----------
1992........... $ 80.11   -19.9%   $     106.85         6.9%  $107.50    7.5%
1993...........   87.58     9.3%         113.31         6.0%   113.07    5.2%
1994...........   73.31   -16.3%         112.23        -1.0%   119.20    5.4%
1995...........   54.61   -25.5%         128.10        14.1%   126.45    6.1%
VANGUARD MONEY   VANGUARD 500 PORTFOLIO          VANGUARD
                   MARKET FUND              FUND                  STAR FUND
                ------------------ -------------------------  ------------------
                ENDING  CHANGE FOR  ENDING       CHANGE FOR   ENDING  CHANGE FOR
                BALANCE   PERIOD    BALANCE        PERIOD     BALANCE   PERIOD
                ------- ---------- ------------ ------------  ------- ----------
1992........... $103.74     3.7%   $     107.42         7.4%  $110.51   10.5%
1993...........  106.86     3.0%         118.04         9.9%   122.53   10.9%
1994...........  111.22     4.1%         119.44         1.2%   122.28   -0.2%
1995...........  117.70     5.8%         164.17        37.5%   157.30   28.6%
VANGUARD      VANGUARD INTERNATIONAL
                  PRIMECAP FUND         GROWTH FUND
                ------------------ -------------------------
                ENDING  CHANGE FOR  ENDING       CHANGE FOR
                BALANCE   PERIOD    BALANCE        PERIOD
                ------- ---------- ------------ ------------
1992........... $108.99     9.0%   $      94.21        -5.8%
1993...........  128.64    18.0%         136.36        44.7%
1994...........  143.32    11.4%         137.40         0.8%
1995...........  194.17    35.5%         157.85        14.9%
A-1
EMPLOYERS WITH EMPLOYEES ENTITLED TO PARTICIPATE IN
                      THE HARTMARX SAVINGS-INVESTMENT PLAN
 
                      NAME OF PARTICIPATING EMPLOYER
 
                      HARTMARX CORPORATION
                      AMERICAN APPAREL BRANDS, INC.
                      ANNISTON SPORTSWEAR CORPORATION
                      BILTWELL COMPANY, INC.
                      DIRECT ROUTE MARKETING CORPORATION
                      E-TOWN SPORTSWEAR CORPORATION
                      GLENEAGLES, INC.
                      HART SCHAFFNER & MARX
                      HICKEY-FREEMAN CO., INC.
                      HOOSIER FACTORIES, INCORPORATED
                      INTERCONTINENTAL APPAREL, INC.
                      INTERNATIONAL WOMEN'S APPAREL, INC.
                      JAYMAR-RUBY, INC.
                      KUPPENHEIMER MEN'S CLOTHIERS DADEVILLE, INC.
                      MEN'S QUALITY BRANDS, INC.
                      NATIONAL CLOTHING COMPANY, INC.
                      NOVAPPAREL, INC.
                      RECTOR SPORTSWEAR CORPORATION
                      TAG APPAREL, INC.
                      TAG LICENSING, INC.
                      UNIVERSAL DESIGN GROUP, LTD.
                      M. WILE & COMPANY, INC.
                      WINCHESTER CLOTHING COMPANY
 
                                      A-2
LOGO
THE HARTMARX SAVINGS-INVESTMENT PLAN

                       INCORPORATION OF CONTENTS OF PRIOR
                            REGISTRATION STATEMENTS

The contents of registration statements Nos. 2-32692, 2-44774, 2-53426, 2-64613,
2-83433, 33-6194 and 33-42202 are incorporated herein by reference.

                             --------------------

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents filed by the Registrant (Exchange Act File No.
1-8501) with the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:

          (a) Form 10-K/A Amendment No.1 to Annual Report on Form 10-K for the
fiscal year ended November 30, 1994, filed June 27, 1995;

          (b) Annual Report on Form 10-K for the fiscal year ended November 30,
1995;
 
          (c) Quarterly Report on Form 10-Q for the fiscal quarter ended
February 29, 1996;

          (d) The description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-B dated July 8, 1983; and

          (e) The description of the Registrant's rights to purchase preferred
stock contained in the Registrant's registration statement on Form 8-A dated
January 23, 1996.

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this

                                      II-1
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          The validity of the issuance of the shares of Common Stock, and the
Rights in connection therewith, offered hereby will be passed upon for the
Company by  Mary D. Allen, Executive Vice President, General Counsel and
Secretary of Hartmarx.  As of April 30, 1996, Mrs. Allen held options to
purchase 70,000 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers

          Title 8, Chapter 1, Subchapter IV, Section 145 of the General
Corporation Law of the State of Delaware (the "GCL") and Article EIGHTH of the
Company's Restated Certificate of Incorporation provide for the indemnification
of any person who was, is or is threatened to be made a party to any action,
suit or proceeding because such person is or was a director, officer, employee
or agent of the Company, or served another enterprise at the request of the
Company, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company; and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses.

          Article Two, Section 10 of the Company's Bylaws, as amended, provides
for indemnification of the Company's directors and officers, and the advancement
of expenses (including attorneys' fees), to the fullest extent permitted by the
GCL. The Company has entered into Indemnification Agreements (ratified by its
stockholders) with each member of its Board of Directors to provide them with
specific contractual assurance of indemnification, rights to advance
reimbursement of related expenses and certain other

                                      II-2
protections not specifically provided under Delaware law.  Directors' rights
under the Indemnification Agreements and directors' and officers' rights to
indemnification and advancement of expenses (including attorneys' fees) under
Article Two, Section 10 of the Company's Bylaws are not exclusive of other
rights such persons may have under statute, the Company's Restated Certificate
of Incorporation, the Company's Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.  The Bylaws further provide that a
person's right to indemnification may not be retroactively reduced by subsequent
amendment to the GCL or Bylaws.

          The GCL authorizes the purchase of indemnification insurance by the
Company.  The Company currently maintains a policy insuring, subject to certain
exceptions, its directors and officers, and the directors and officers of its
subsidiaries against liabilities which may be incurred by such persons acting in
such capacities, as permitted by Section 145 of the same Delaware statute, which
may cover liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act, and is unenforceable.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

   3-A-1.    Restated Certificate of Incorporation (incorporated by reference to
             Exhibit 3-A to Form 10-K for the year ended November 30, 1993) (1).

   3-A-2.    Certificate of Designation, Preferences and Rights of Series A
             Junior Participating Preferred Stock (incorporated by reference to
             Exhibit 3-A-3 to Form 10-K for the year ended November 30, 1995)
             (1).

   3-A-3.    Certificate of Amendment for increase in authorized shares of
             Common Stock (incorporated by reference to Exhibit 3-A-2 to Form 
             10-K for the year ended November 30, 1993) (1).

   3-A-4.    Certificate of Amendment adding Article Fourteenth limiting
             director liability as provided under Delaware General Corporation
             Law (S)102(b)(7)

                                      II-3
(incorporated by reference to Exhibit 3-A-3 to Form 10-K for the
             year ended November 30, 1993) (1).

   3-B.      By-Laws of the Registrant as currently in effect (incorporated by
             reference to Exhibit 3-B to Form 10-K for the year ended November
             30, 1995) (1).

   4-A.      Rights Agreement dated as of December 6, 1995, between the
             Registrant and First Chicago Trust Company of New York
             (incorporated by reference to Exhibit 4.1 to Form 8-K filed
             December 29, 1995) (1).

   4-B-1.    The Hartmarx Savings-Investment Plan, as amended and restated
             effective as of January 1, 1989.

   4-B-2.    The Hartmarx Savings-Investment Trust, as amended effective as of
             July 1, 1988.

   4-B-3.    Service Agreement effective the 1st day of November, 1991, by and
             between Hartmarx Corporation, Continental Bank and Vanguard
             Fiduciary Trust Company.

   5.        Opinion of Mary D. Allen, Executive Vice President, General Counsel
             and Secretary of the Registrant.

   23.       Consent of Price Waterhouse LLP.

   24.       Powers of Attorney.

(1) File No. 1-8501

          An opinion of counsel concerning compliance with the requirements of
ERISA and an Internal Revenue Service ("IRS") determination letter are not being
filed because (i) the IRS issued its favorable determination letter on April 5,
1996, regarding the qualification under Section 401(a) of the Internal Revenue
Code (the "Code") of the Plan, as amended effective January 1, 1989, and the
Trust, as amended effective as of July 1, 1988, and (ii) the Registrant
undertakes to submit the Plan and any amendment thereto to the IRS in a timely
manner and will make all changes required by the IRS to maintain such
qualification.

Item 9.   Undertakings

          (a)  The undersigned Registrant hereby undertakes:

               (i) To file, during any period in which offers or sales are being
          made, a post-effective amendment to the Registration Statement

                                      II-4
to include any material information with respect to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement.

               (ii) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

               (iii) To remove from registration by means of post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, as amended, and each filing of the Plan's annual report pursuant
to Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering hereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Registration Statement on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 2nd day of May, 1996.

                                       HARTMARX CORPORATION

                                       By:        /s/ MARY D. ALLEN
                                          ---------------------------------
                                                   Mary D. Allen,
                                          Executive Vice President, General
                                                Counsel and Secretary

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

       Signature                         Title                       Date
       ---------                         -----                       ----

                             Director, Chairman of
           *                 the Board and Chief                 May 2, 1996
________________________     Executive Officer
     Elbert O. Hand          (Principal Executive Officer)

           *                 Director, President and             May 2, 1996
________________________     Chief Operating Officer
     Homi B. Patel

           *                 Executive Vice President and
________________________     Chief Financial Officer             May 2, 1996
    Glenn R. Morgan          (Principal Financial Officer)

                                      II-6
*                 Controller and Chief
________________________     Accounting Officer                  May 2, 1996
     Andrew A. Zahr          (Principal Accounting Officer)
 
           *
________________________     Director                            May 2, 1996
    A. Robert Abboud
 
           *
________________________     Director                            May 2, 1996
   Samawal A. Bakhsh
 
           *
________________________     Director                            May 2, 1996
    Jeffrey A. Cole
 
           *
________________________     Director                            May 2, 1996
   Raymond F. Farley
 
           *
________________________     Director                            May 2, 1996
    Donald P. Jacobs
 
           *
________________________     Director                            May 2, 1996
    Charles Marshall
 
           *
________________________     Director                            May 2, 1996
   Michael B. Rohlfs
 
           *
________________________     Director                            May 2, 1996
    Stuart L. Scott

*By:      /S/ MARY D. ALLEN
    -----------------------------
              Mary D. Allen
              Attorney-in-Fact

                                      II-7
EXHIBIT INDEX
 
3-A-1.    Restated Certificate of Incorporation (incorporated by reference to
          Exhibit 3-A to Form 10-K for the year ended November 30, 1993) (1).

3-A-2.    Certificate of Designation, Preferences and Rights for Series A Junior
          Participating Preferred Stock (incorporated by reference to Exhibit 
          3-A-3 to Form 10-K for the year ended November 30, 1995) (1).

3-A-3.    Certificate of Amendment for increase in authorized shares of Common
          Stock (incorporated by reference to Exhibit 3-A-2 to Form 10-K for the
          year ended November 30, 1993) (1).

3-A-4.    Certificate of Amendment adding Article Fourteenth limiting director
          liability as provided under Delaware General Corporation Law
          (S)102(b)(7) (incorporated by reference to Exhibit 3-A-3 to Form 10-K
          for the year ended November 30, 1993) (1).

3-B.      By-laws of the Registrant as currently in effect (incorporated by
          reference to Exhibit 3-B to Form 10-K for the year ended November 30,
          1995) (1).

4-A.      Rights Agreement dated as of December 6, 1995 between the Registrant
          and First Chicago Trust Company of New York (incorporated by reference
          to Exhibit 4.1 to Form 8-K filed December 29, 1995) (1).

4-B-1.    The Hartmarx Savings-Investment Plan, as amended and restated
          effective as of January 1, 1989.

4-B-2.    The Hartmarx Savings-Investment Trust, as amended effective as of July
          1, 1988.

4-B-3.    Service Agreement effective the 1st day of November, 1991, by and
          between Hartmarx Corporation, Continental Bank and Vanguard Fiduciary
          Trust Company.

5.        Opinion of Mary D. Allen, Executive Vice President, General Counsel
          and Secretary of the Registrant.

23.       Consent of Price Waterhouse LLP.

24.       Powers of Attorney.
 
(1) File No. 1-8501

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