<PAGE>   1

    As filed with the Securities and Exchange Commission on February 4, 1997

                                                   REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549     
                       __________________________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       __________________________________

                           THE MEN'S WEARHOUSE, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                               <C>
             TEXAS                                                     74-1790172
(State or other jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                                    Identification No.)
</TABLE>

                              5803 GLENMONT DRIVE
                             HOUSTON, TEXAS  77081
                    (Address of Principal Executive Offices)

                           THE MEN'S WEARHOUSE, INC.
                             1996 STOCK OPTION PLAN

                                 DAVID H. EDWAB
                           40650 ENCYCLOPEDIA CIRCLE
                           FREMONT, CALIFORNIA  94538
                    (Name and address of agent for service)

                                 (510) 657-9821
         (Telephone number, including area code, of agent for service)

                       __________________________________

                                 With Copy to:

                          FULBRIGHT & JAWORSKI L.L.P.
                         801 PENNSYLVANIA AVENUE, N.W.
                            WASHINGTON, D.C.  20004
                                 (202) 662-4660
                         ATTENTION:  MICHAEL W. CONLON

                       __________________________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                                   Proposed          Proposed maximum
  Title of securities       Amount to          maximum offering     aggregate offering         Amount of
   to be registered        be registered       price per unit(2)         price(2)           registration fee
---------------------------------------------------------------------------------------------------------------
    <S>                  <C>                        <C>                 <C>                      <C>
     Common Stock
    $.01 par value       750,000 shares(1)          $26.44              $19,830,000              $6,010
===============================================================================================================
</TABLE>

(1)      There are also registered hereby such indeterminate number of shares
         of Common Stock as may become issuable by reason of the anti-dilution
         provisions of the 1996 Stock Option Plan.
(2)      Estimated, pursuant to Rule 457(h), solely for the purpose of
         calculating the registration fee and based upon the average of one
         high and low sales price of a share of Common Stock on the Nasdaq
         National Market on January 28, 1997.

================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE

                 The following documents are hereby incorporated by reference
in this Registration Statement:

                 1.       The Registrant's Annual Report on Form 10-K for the
fiscal year ended February 3, 1996; and

                 2.       The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended May 4, 1996, August 3, 1996 and November 2, 1996;

                 3.       The description of the Registrant's Common Stock,
$.01 par value, set forth under the caption "Description of Capital Stock" in
the Registrant's Registrant Statement on Form 8-A pursuant to Section 12(g) of
the Securities Exchange Act of 1934, filed by the Registrant with the
Securities Exchange Commission on April 3, 1992, and declared effective on
April 13, 1992.

                 All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.          DESCRIPTION OF SECURITIES

                 Not Applicable

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Michael W. Conlon, a partner in the firm of Fulbright &
Jaworski L.L.P., is the Secretary of the Company.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 Article 2.02-1 of the Texas Business Corporation Act provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position.  With respect to
any proceeding arising from actions taken in his official capacity as a
director or officer, he may be indemnified so long as it shall be determined
that he conducted himself in good faith and that he reasonably believed that
such conduct was in the corporation's best interests.  In cases not concerning
conduct in his official capacity as a director or officer, a director may be
indemnified




                                     II-2
<PAGE>   3
as long as he reasonably believed that his conduct was not opposed to the
corporation's best interests.  In the case of any criminal proceeding, a
director or officer may be indemnified if he had no reasonable cause to believe
his conduct was unlawful.  If a director or officer is wholly successful, on
the merits or otherwise, in connection with such a proceeding, such
indemnification is mandatory.  The Registrant's Bylaws provide for
indemnification of its present and former directors and officers to the fullest
extent provided by Article 2.02-1.

                 The Registrant's Bylaws further provide for indemnification of
officers and directors against reasonable expenses incurred in connection with
the defense of any such action, suit or proceeding in advance of the final
disposition of the proceeding.

                 The Registrant's Articles of Incorporation were amended on
September 6, 1991, to eliminate or limit liabilities of directors for breaches
of their duty of care.  The amendment does not limit or eliminate the right of
the Registrant or any shareholder to pursue equitable remedies such as an
action to enjoin or rescind a transaction involving a breach of a director's
duty of care, nor does it affect director liability to parties other than the
Registrant or its shareholders.  In addition, directors will continue to be
liable for (i) breach of their duty of loyalty, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) declaring an illegal dividend or stock repurchase, (iv) any
transaction in which the directors received an improper personal benefit, or
(v) acts or omissions for which the liability of directors is expressly
provided by statute.  In addition, the amendment applies only to claims under
Texas law against a director arising out of his role as a director and not, if
he is also an officer, his role as an officer or in any other capacity and does
not limit a director's liability under any other law, such as federal
securities law.

                 Texas corporations are also authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers.  The
Registrant currently has in effect a director's and officer's liability
insurance policy, which provides coverage in the maximum amount of $10,000,000
($2,000,000 for matters arising in connection with the Registrant's initial
public offering), subject to a $250,000 deductible.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

                 Not applicable.

<TABLE>
<CAPTION>
ITEM 8.          EXHIBITS
-------          --------
                 <S>     <C>
                 4.1     -  Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the
                            Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).
</TABLE>





                                      II-3
<PAGE>   4
<TABLE>
                 <S>     <C>
                 4.2     -  By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on
                            Form 10-K for the fiscal year ended January 29, 1994).

                 4.3     -  Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the
                            Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)).

                 4.4     -  Employment Agreement dated as of January 31, 1991, by and between the Company and David H.
                            Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by
                            reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
                            (Registration No. 33-45949)).

                 4.5     -  Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of
                            January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                            from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration
                            No. 33-60516)).

                 4.6     -  Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of
                            January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                            from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                            January 28, 1995).

                 4.7     -  Option Issuance Agreement dated as of September 30, 1991, by and between the Company and
                            David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration
                            Statement on Form S-1 (Registration No. 33-45949)).

                 4.8     -  First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of
                            September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's
                            Registration Statement on Form S-8 (Registration No. 33-48109)).

                 4.9     -  Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993
                            (incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on
                            Form S-1 (Registration No. 33-60516)).

                 4.10    -  First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated
                            by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal
                            year ended January 28, 1995).
</TABLE>





                                      II-4
<PAGE>   5
<TABLE>
                 <S>     <C>
                 4.11    -  1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Registrant's
                            Quarterly Report on Form 10-Q for the quarter ended August 3, 1996).

                 5.1     -  Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
                            registered.

                 23.1    -  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

                 23.2    -  Consent of Deloitte & Touche LLP.
</TABLE>

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement 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.

         The undersigned registrant hereby undertakes (i) that, for the purpose
of determining any liability under the Securities Act of 1933 (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; (ii) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering; and (iii) to file a post-effective
amendment to the Registration Statement to include any financial statements
required by Article 3-19 of Regulation S-X at the start of any delayed offering
or throughout a continuous offering.

         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
Securities Exchange Act of 1934 that is incorporated by reference in the
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 thereof.

         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 foregoing provisions 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





                                      II-5
<PAGE>   6
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-6
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas, on the 31st day of January, 1997.


                                        THE MEN'S WEARHOUSE, INC.



                                        By: /s/ George Zimmer
                                            -----------------------------------
                                                     George Zimmer
                                               Chairman, President and Chief
                                                    Executive Officer


                               POWER OF ATTORNEY


                 KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints George Zimmer, David H. Edwab
and Gary G. Ckodre, or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting
said attorney-in-fact and agent, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.



<TABLE>
<S>                                          <C>                                      <C>
/s/ George Zimmer                                  Chairman of the Board,             January 31, 1997
-------------------------------------------         President and Chief                             
George Zimmer                                       Executive Officer              
                                                   (Principal Executive Officer)   
</TABLE>                                                                       
                                                                               
                                                                               
                                                                              
                                                                               
                                                                               
                                      II-7                                     
<PAGE>   8
<TABLE>                                                                        
<S>                                        <C>                                        <C>
/s/ David H. Edwab                         Chief Operating and                        January 31, 1997
----------------------------------         Financial Officer,                                         
David H. Edwab                             Treasurer and Director                  
                                           (Principal Financial            
                                           Officer)                        
                                                                                   
/s/ Gary G. Ckodre                         Vice President and                         January 31, 1997
----------------------------------         Chief Accounting Officer                                   
Gary G. Ckodre                                                                     
                                                                                   
/s/ Richard E. Goldman                     Executive Vice                             January 31, 1997
----------------------------------         President and Director                                     
Richard E. Goldman                                                                 
                                                                                   
/s/ Robert E. Zimmer                       Senior Vice President--                    January 31, 1997
----------------------------------         Real Estate and Director                                   
Robert E. Zimmer                                                                   
                                                                                   
/s/ James E. Zimmer                        Senior Vice President--                    January 31, 1997
----------------------------------         Merchandising and Director                                 
James E. Zimmer                                                                    
                                                                                   
/s/ Harry M. Levy                          Senior Vice President--                    January 31, 1997
----------------------------------          Planning and Systems,                                     
Harry M. Levy                               Chief Information Officer              
                                            and Director                   
                                                                                   
/s/ Michael L. Ray                         Director                                   January 28, 1997
----------------------------------                                                            
Michael L. Ray                                                             
                                                                           
/s/ Sheldon I. Stein                       Director                                   January 31, 1997
----------------------------------                                                                    
Sheldon I. Stein
</TABLE>





                                      II-8
<PAGE>   9
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
         Exhibit                                                               
          Number                                        Description of Exhibits
          ------                                        -----------------------
           <S>       <C>
           4.1       Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the
                     Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).

           4.2       By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on
                     Form 10-K for the fiscal year ended January 29, 1994).

           4.3       Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the
                     Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)).

           4.4       Employment Agreement dated as of January 31, 1991, by and between the Company and David H.
                     Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by
                     reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
                     (Registration No. 33-45949)).

           4.5       Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of
                     January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                     from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration
                     No. 33-60516)).

           4.6       Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of
                     January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                     from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                     January 28, 1995).

           4.7       Option Issuance Agreement dated as of September 30, 1991, by and between the Company and
                     David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration
                     Statement on Form S-1 (Registration No. 33-45949)).

           4.8       First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of
                     September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's
                     Registration Statement on Form S-8 (Registration No. 33-48109)).

           4.9       Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993
                     (incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on
                     Form S-1 (Registration No. 33-60516)).

           4.10      First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated
                     by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal
                     year ended January 28, 1995).
</TABLE>
<PAGE>   10

<TABLE>
         Exhibit                                                               
          Number                                        Description of Exhibits
          ------                                        -----------------------
           <S>       <C>
           4.11      1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Registrant's
                     Quarterly Report on Form 10-Q for the quarter ended August 3, 1996).

           5.1       Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
                     registered.

           23.1      Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

           23.2      Consent of Deloitte & Touche LLP.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "THE MENS WAREHOUSE, INC.", "secsgml_size_bytes": 26233}]
{"company-data": {"conformed-name": "MENS WEARHOUSE INC", "cik": "0000884217", "assigned-sic": "5600", "irs-number": "741790172", "state-of-incorporation": "TX", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21109", "film-number": "97517823"}, "business-address": {"street1": "5803 GLENMONT DR", "city": "HOUSTON", "state": "TX", "zip": "77081", "phone": "7132957200"}, "mail-address": {"street1": "5083 GLENMONT DR", "city": "HOUSTON", "state": "TX", "zip": "77081"}}
1

    As filed with the Securities and Exchange Commission on February 4, 1997

                                                   REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549     
                       __________________________________

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       __________________________________

                           THE MEN'S WEARHOUSE, INC.
             (Exact name of registrant as specified in its charter)
TEXAS                                                     74-1790172
(State or other jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                                    Identification No.)
5803 GLENMONT DRIVE
                             HOUSTON, TEXAS  77081
                    (Address of Principal Executive Offices)

                           THE MEN'S WEARHOUSE, INC.
                             1996 STOCK OPTION PLAN

                                 DAVID H. EDWAB
                           40650 ENCYCLOPEDIA CIRCLE
                           FREMONT, CALIFORNIA  94538
                    (Name and address of agent for service)

                                 (510) 657-9821
         (Telephone number, including area code, of agent for service)

                       __________________________________

                                 With Copy to:

                          FULBRIGHT & JAWORSKI L.L.P.
                         801 PENNSYLVANIA AVENUE, N.W.
                            WASHINGTON, D.C.  20004
                                 (202) 662-4660
                         ATTENTION:  MICHAEL W. CONLON

                       __________________________________

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                   Proposed          Proposed maximum
  Title of securities       Amount to          maximum offering     aggregate offering         Amount of
   to be registered        be registered       price per unit(2)         price(2)           registration fee
---------------------------------------------------------------------------------------------------------------
Common Stock
    $.01 par value       750,000 shares(1)          $26.44              $19,830,000              $6,010
===============================================================================================================
(1)      There are also registered hereby such indeterminate number of shares
         of Common Stock as may become issuable by reason of the anti-dilution
         provisions of the 1996 Stock Option Plan.
(2)      Estimated, pursuant to Rule 457(h), solely for the purpose of
         calculating the registration fee and based upon the average of one
         high and low sales price of a share of Common Stock on the Nasdaq
         National Market on January 28, 1997.

================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE

                 The following documents are hereby incorporated by reference
in this Registration Statement:

                 1.       The Registrant's Annual Report on Form 10-K for the
fiscal year ended February 3, 1996; and

                 2.       The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended May 4, 1996, August 3, 1996 and November 2, 1996;

                 3.       The description of the Registrant's Common Stock,
$.01 par value, set forth under the caption "Description of Capital Stock" in
the Registrant's Registrant Statement on Form 8-A pursuant to Section 12(g) of
the Securities Exchange Act of 1934, filed by the Registrant with the
Securities Exchange Commission on April 3, 1992, and declared effective on
April 13, 1992.

                 All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the filing hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.          DESCRIPTION OF SECURITIES

                 Not Applicable

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Michael W. Conlon, a partner in the firm of Fulbright &
Jaworski L.L.P., is the Secretary of the Company.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 Article 2.02-1 of the Texas Business Corporation Act provides
that any director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position.  With respect to
any proceeding arising from actions taken in his official capacity as a
director or officer, he may be indemnified so long as it shall be determined
that he conducted himself in good faith and that he reasonably believed that
such conduct was in the corporation's best interests.  In cases not concerning
conduct in his official capacity as a director or officer, a director may be
indemnified

                                     II-2
3
as long as he reasonably believed that his conduct was not opposed to the
corporation's best interests.  In the case of any criminal proceeding, a
director or officer may be indemnified if he had no reasonable cause to believe
his conduct was unlawful.  If a director or officer is wholly successful, on
the merits or otherwise, in connection with such a proceeding, such
indemnification is mandatory.  The Registrant's Bylaws provide for
indemnification of its present and former directors and officers to the fullest
extent provided by Article 2.02-1.

                 The Registrant's Bylaws further provide for indemnification of
officers and directors against reasonable expenses incurred in connection with
the defense of any such action, suit or proceeding in advance of the final
disposition of the proceeding.

                 The Registrant's Articles of Incorporation were amended on
September 6, 1991, to eliminate or limit liabilities of directors for breaches
of their duty of care.  The amendment does not limit or eliminate the right of
the Registrant or any shareholder to pursue equitable remedies such as an
action to enjoin or rescind a transaction involving a breach of a director's
duty of care, nor does it affect director liability to parties other than the
Registrant or its shareholders.  In addition, directors will continue to be
liable for (i) breach of their duty of loyalty, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
the law, (iii) declaring an illegal dividend or stock repurchase, (iv) any
transaction in which the directors received an improper personal benefit, or
(v) acts or omissions for which the liability of directors is expressly
provided by statute.  In addition, the amendment applies only to claims under
Texas law against a director arising out of his role as a director and not, if
he is also an officer, his role as an officer or in any other capacity and does
not limit a director's liability under any other law, such as federal
securities law.

                 Texas corporations are also authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers.  The
Registrant currently has in effect a director's and officer's liability
insurance policy, which provides coverage in the maximum amount of $10,000,000
($2,000,000 for matters arising in connection with the Registrant's initial
public offering), subject to a $250,000 deductible.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

                 Not applicable.
ITEM 8.          EXHIBITS
-------          --------
4.1     -  Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the
                            Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).
II-3
4
4.2     -  By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on
                            Form 10-K for the fiscal year ended January 29, 1994).

                 4.3     -  Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the
                            Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)).

                 4.4     -  Employment Agreement dated as of January 31, 1991, by and between the Company and David H.
                            Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by
                            reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
                            (Registration No. 33-45949)).

                 4.5     -  Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of
                            January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                            from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration
                            No. 33-60516)).

                 4.6     -  Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of
                            January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                            from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                            January 28, 1995).

                 4.7     -  Option Issuance Agreement dated as of September 30, 1991, by and between the Company and
                            David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration
                            Statement on Form S-1 (Registration No. 33-45949)).

                 4.8     -  First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of
                            September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's
                            Registration Statement on Form S-8 (Registration No. 33-48109)).

                 4.9     -  Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993
                            (incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on
                            Form S-1 (Registration No. 33-60516)).

                 4.10    -  First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated
                            by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal
                            year ended January 28, 1995).
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4.11    -  1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Registrant's
                            Quarterly Report on Form 10-Q for the quarter ended August 3, 1996).

                 5.1     -  Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
                            registered.

                 23.1    -  Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

                 23.2    -  Consent of Deloitte & Touche LLP.
ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement 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.

         The undersigned registrant hereby undertakes (i) that, for the purpose
of determining any liability under the Securities Act of 1933 (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; (ii) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering; and (iii) to file a post-effective
amendment to the Registration Statement to include any financial statements
required by Article 3-19 of Regulation S-X at the start of any delayed offering
or throughout a continuous offering.

         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
Securities Exchange Act of 1934 that is incorporated by reference in the
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 thereof.

         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 foregoing provisions 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

                                      II-5
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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-6
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Houston, Texas, on the 31st day of January, 1997.

                                        THE MEN'S WEARHOUSE, INC.

                                        By: /s/ George Zimmer
                                            -----------------------------------
                                                     George Zimmer
                                               Chairman, President and Chief
                                                    Executive Officer

                               POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints George Zimmer, David H. Edwab
and Gary G. Ckodre, or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same and all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting
said attorney-in-fact and agent, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ George Zimmer                                  Chairman of the Board,             January 31, 1997
-------------------------------------------         President and Chief                             
George Zimmer                                       Executive Officer              
                                                   (Principal Executive Officer)
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/s/ David H. Edwab                         Chief Operating and                        January 31, 1997
----------------------------------         Financial Officer,                                         
David H. Edwab                             Treasurer and Director                  
                                           (Principal Financial            
                                           Officer)                        
                                                                                   
/s/ Gary G. Ckodre                         Vice President and                         January 31, 1997
----------------------------------         Chief Accounting Officer                                   
Gary G. Ckodre                                                                     
                                                                                   
/s/ Richard E. Goldman                     Executive Vice                             January 31, 1997
----------------------------------         President and Director                                     
Richard E. Goldman                                                                 
                                                                                   
/s/ Robert E. Zimmer                       Senior Vice President--                    January 31, 1997
----------------------------------         Real Estate and Director                                   
Robert E. Zimmer                                                                   
                                                                                   
/s/ James E. Zimmer                        Senior Vice President--                    January 31, 1997
----------------------------------         Merchandising and Director                                 
James E. Zimmer                                                                    
                                                                                   
/s/ Harry M. Levy                          Senior Vice President--                    January 31, 1997
----------------------------------          Planning and Systems,                                     
Harry M. Levy                               Chief Information Officer              
                                            and Director                   
                                                                                   
/s/ Michael L. Ray                         Director                                   January 28, 1997
----------------------------------                                                            
Michael L. Ray                                                             
                                                                           
/s/ Sheldon I. Stein                       Director                                   January 31, 1997
----------------------------------                                                                    
Sheldon I. Stein
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                               INDEX TO EXHIBITS
Exhibit                                                               
          Number                                        Description of Exhibits
          ------                                        -----------------------
4.1       Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the
                     Registrant's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).

           4.2       By-laws (incorporated by reference from Exhibit 3.2 to the Registrant's Annual Report on
                     Form 10-K for the fiscal year ended January 29, 1994).

           4.3       Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the
                     Registrant's Registration Statement on Form S-1 (Registration No. 33-45949)).

           4.4       Employment Agreement dated as of January 31, 1991, by and between the Company and David H.
                     Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by
                     reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-1
                     (Registration No. 33-45949)).

           4.5       Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of
                     January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                     from Exhibit 4.5 to the Registrant's Registration Statement on Form S-1 (Registration
                     No. 33-60516)).

           4.6       Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of
                     January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference
                     from Exhibit 4.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                     January 28, 1995).

           4.7       Option Issuance Agreement dated as of September 30, 1991, by and between the Company and
                     David H. Edwab (incorporated by reference from Exhibit 4.5 to the Registrant's Registration
                     Statement on Form S-1 (Registration No. 33-45949)).

           4.8       First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of
                     September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Registrant's
                     Registration Statement on Form S-8 (Registration No. 33-48109)).

           4.9       Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993
                     (incorporated by reference from Exhibit 4.8 to the Registrant's Registration Statement on
                     Form S-1 (Registration No. 33-60516)).

           4.10      First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated
                     by reference from Exhibit 4.10 to the Registrant's Annual Report on Form 10-K for the fiscal
                     year ended January 28, 1995).
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         Exhibit                                                               
          Number                                        Description of Exhibits
          ------                                        -----------------------
4.11      1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Registrant's
                     Quarterly Report on Form 10-Q for the quarter ended August 3, 1996).

           5.1       Opinion of Fulbright & Jaworski L.L.P. as to the legality of the securities being
                     registered.

           23.1      Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

           23.2      Consent of Deloitte & Touche LLP.