As filed with the Securities and Exchange Commission on January 26, 2004
				       Registration No. 333-


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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                               _______________


                        CASUAL MALE RETAIL GROUP, INC.
          (Exact name of registrant as specified in its charter)


      Delaware                                     04-2623104
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)               Identification Number)


                             555 Turnpike Street
                          Canton, Massachusetts 02021
                    (Address of Principal Executive Offices)

                                _______________
          CASUAL MALE RETAIL GROUP, INC. 401(K) SALARIED SAVINGS PLAN
                                      AND
           CASUAL MALE RETAIL GROUP, INC. 401(K) HOURLY SAVINGS PLAN
                          (Full Titles of the Plans)
                                _______________

                              Dennis R. Hernreich
                         Casual Male Retail Group, Inc.
                              555 Turnpike Street
                          Canton, Massachusetts 02021
                     (Name and Address of Agent for Service)

                                (781) 828-9300
                    (Telephone Number, Including Area Code,
                             of Agent for Service)


                                    Copy to:

                              Peter G. Smith, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100


                        CALCULATION OF REGISTRATION FEE

                                  Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be  Offering Price   Aggregate        Registration
to be Registered    Registered(1) Per Share (2)    Offering         Fee
________________    _____________ ________________ ________________ ___________
Common Stock, par
value $0.01 per
share               500,000           $6.85         $3,425,000      $277.08

(1) This registration statement (this "Registration Statement") covers shares
      of the Registrant's common stock which may be offered or sold from time to
      time pursuant to the Registrant's 401(k) Salaried Savings Plan and 401(k)
      Hourly Savings Plan.

(2) Estimated, solely for the purpose of calculating the registration fee,
      pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities
      Act of 1933, as amended (the "Securities Act"), based on the average of
      the high and low sales prices for the Registrant's common stock reported
      on the Nasdaq National Market on January 20, 2004, which is within five
     (5) business days prior to the date of this Registration Statement.

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 employee benefit plan(s) described herein.




                                       PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement
the following documents:

- The Registrant's Annual Report on Form 10-K for the fiscal year ended
   February 1, 2003, filed May 5, 2003;

- The Registrant's Quarterly Report on Form 10-Q for the three months
   ended May 3, 2003, filed June 16, 2003;

- The Registrant's Quarterly Report on Form 10-Q for the three months
   ended August 2, 2003, filed September 16, 2003;

- The Registrant's Quarterly Report on Form 10-Q for the three months
   ended November 1, 2003, filed December 9, 2003;

- The Registrant's Current Report on Form 8-K, filed August 21, 2003;

- The Registrant's Current Report on Form 8-K, filed November 10, 2003;

- The Registrant's Current Report on Form 8-K, filed November 12, 2003;

- The Registrant's Current Report on Form 8-K, filed November 13, 2003;

- The Registrant's Current Report on Form 8-K, filed November 13, 2003;

- The Registrant's Current Report on Form 8-K, filed November 20, 2003;

- The description of the Registrant's Class A Common Stock contained in
   the latest registration statement of the Registrant with respect to
   such Class A Common Stock filed under Section 12 of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), including any
   amendment or report filed for the purpose of updating such description;

- All other reports filed by the Registrant pursuant to Section 13(a) or
   15(d) of the Exchange Act since the end of the fiscal year covered by
   the Annual Report referred to above; and

- All documents subsequently filed by the Registrant with the Securities
   and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
   the Exchange Act, prior to the filing of a post-effective amendment to
   this Registration Statement which indicates that all securities offered
   hereby 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 of
   such documents.

The Registrant will furnish to each person, including any beneficial owner,
to whom this prospectus is delivered, without charge, a copy of any or all
of the information that has been incorporated by reference (including any
exhibits that are specifically incorporated by reference in that information)
upon oral or written request to:

                  Casual Male Retail Group, Inc.
                      555 Turnpike Street
                   Canton, Massachusetts 02021
                        (781) 828-9300
                  Attn:  Chief Financial Officer

Item 4.  Description of Securities.
         Not applicable.

Item 5.  Interest of Named Experts and Counsel.
         Not applicable.

Item 6.  Indemnification of Officers and Directors.

The Registrant's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), provides that no director of the Registrant
shall be personally liable to the Registrant or to any of its stockholders for
monetary damages arising out of such director's breach of fiduciary duty,
except to the extent that the elimination or limitation of liability is not
permitted by the Delaware General Corporation Law. The Delaware General
Corporation Law, as currently in effect, permits charter provisions
eliminating the liability of directors for breach of fiduciary duty, except
that directors remain liable for (i) any breach of the directors' duty of
loyalty to a company or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) any payment of a dividend or approval of a stock repurchase that is
illegal under Section 174 of the Delaware General Corporation Law, or (iv)
any transaction from which the directors derived an improper personal
benefit. The effect of this provision of the Certificate of Incorporation
is that directors cannot be held liable for monetary damages arising from
breaches of their duty of care, unless the breach involves one of the four
exceptions described in the preceding sentence. The provision does not
prevent stockholders from obtaining injunctive or other equitable relief
against directors, nor does it shield directors from liability under federal
or state securities laws.

The Certificate of Incorporation and the Registrant's By-Laws further
provide for indemnification of the Registrant's directors and officers to
the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, including circumstances in which indemnification is
otherwise discretionary.

Item 7.  Exemption from Registration Claimed.
         Not applicable.

Item 8.  Exhibits.

     Exhibit Number		Description
     -------------      --------------------------------------------------
        5.1             Opinion of counsel as to legality of the shares of
                        the Registrant's Common Stock covered by this
                        Registration Statement.

       23.1             Consent of Ernst & Young LLP.

       23.2             Consent of counsel (included in Exhibit 5.1 above).

       24.1             Power of Attorney (contained in Signature Page hereto).

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

        (i) to include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

         (ii) to reflect in the prospectus any facts or events arising after
              the effective date of the registration statement (or the most
              recent post-effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in the
              information set forth in the registration statement.
              Notwithstanding the foregoing, any increase or decrease in
              volume of securities offered (if the total dollar value of
              securities offered would not exceed that which was registered)
              and an deviation from the low or high end of the estimated
              maximum offering range may be reflected in the form of
              prospectus filed with the Commission pursuant to Rule 424(b) if,
              in the aggregate, the changes in volume and price represent no
              more than 20 percent change in the maximum aggregate offering
              price set forth in the "Calculation of Registration Fee" table in
              the effective registration statement;

        (iii) 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;

        provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
        information required to be included in a post-effective amendment by
        those clauses is contained in periodic reports filed with or furnished
        to the Commission by the Registrant pursuant to Section 13 or 15(d) of
        the Securities Exchange Act of 1934 that are incorporated by reference
        in the registration statement.

(2) That, for the purpose of determining an liability under the Securities Act
     of 1933, each such post-effective amendment shall be deemed 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.

(3) 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.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
















                               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 the city of Canton, Commonwealth of Massachusetts, on this
26th day of January, 2004.

                                        CASUAL MALE RETAIL GROUP, INC.
                                        By:/S/ DENNIS R. HERNREICH
                                           --------------------------
                                        Name:	Dennis R. Hernreich
                                        Title:	Executive Vice President,
                                        Chief Financial Officer of Casual
                                        Male Retail Group, Inc.


                       POWER OF ATTORNEY AND SIGNATURES

	We, the undersigned officers and directors of Casual Male Retail Group,
Inc., hereby severally constitute and appoint David A. Levin, Dennis R.
Hernreich and Arlene Feldman, and each of them singly, our true and lawful
attorneys, with full power to them and each of them singly, to sign for us
in our names in the capacities indicated below, all pre-effective and post-
effective amendments to this registration statement and any other
registration statement (and any amendment thereto) filed with the Securities
and Exchange Commission with respect to the plan listed on the face of this
registration statement and generally do all things in our names and on our
behalf in such capacities to enable Casual Male Retail Group, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.

	Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
January 26, 2004 in the capacities indicated.

Signature                             Title(s)

/s/ SEYMOUR HOLTZMAN          Chairman of the Board and Director
--------------------
Seymour Holtzman

/s/ DAVID A. LEVIN            President, Chief Executive Officer and Director
------------------
David A. Levin

/s/ DENNIS R. HERNREICH       Senior Vice President, Chief Financial Officer,
-----------------------       Treasurer and Principal Accounting Officer
Dennis R. Hernreich


/s/ ALAN S. BERNIKOW          Director
--------------------
Alan S. Bernikow

/s/ JESSE CHOPER              Director
----------------
Jesse Choper

/s/ STEPHEN M. DUFF           Director
-------------------
Stephen M. Duff

/s/ FRANK J. HUSIC            Director
------------------
Frank J. Husic

/s/ JOSEPH PENNACCHIO         Director
---------------------
Joseph Pennacchio

/s/ GEORGE T. PORTER, JR.     Director
-------------------------
George T. Porter, Jr.


Pursuant to the requirements of the Securities Act of 1933, the Trustees
have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Canton,
Commonwealth of Massachusetts, on this 26th day of January, 2004.

                                 CASUAL MALE RETAIL GROUP, INC., AS PLAN
                                 ADMINISTRATOR FOR THE 401(K) SALARIED
                                 SAVINGS PLAN

                                 By: /S/ DAVID A. LEVIN
                                    ------------------
                                 Name:  David A. Levin
                                 Title: President


Pursuant to the requirements of the Securities Act of 1933, the Trustees
have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Canton,
Commonwealth of Massachusetts, on this 26th day of January, 2004.

                                 CASUAL MALE RETAIL GROUP, INC., AS PLAN
                                 ADMINISTRATOR FOR THE 401(K) HOURLY
                                 SAVINGS PLAN

                                 By: /S/ DAVID A. LEVIN
                                   -------------------
                                 Name:  David A. Levin
                                 Title: President












                        EXHIBIT INDEX

Exhibit Number   Description
--------------   ------------------------------------------------------


5.1               Opinion of counsel as to legality of the shares of the
                  Registrant's Common Stock covered by this Registration
                  Statement.

23.1              Consent of Ernst & Young LLP.

23.2              Consent of counsel (included in Exhibit 5.1 above).

24.1              Power of Attorney (contained in Signature Page hereto).
[{"type": "S-8", "sequence": "1", "filename": "s8_401k.txt", "description": "FORM S8 -CMRG SALARIED AND HOURLY 401K PLANS", "secsgml_size_bytes": 18213}]
{"company-data": {"conformed-name": "CASUAL MALE RETAIL GROUP INC", "cik": "0000813298", "assigned-sic": "5651", "irs-number": "042623104", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112218", "film-number": "04544475"}, "business-address": {"street1": "555 TURNPIKE STREET", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "7818215900"}, "mail-address": {"street1": "555 TURNPIKE STREET", "city": "CANTON", "state": "MA", "zip": "02021"}, "former-company": {"former-conformed-name": "DESIGNS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 26, 2004
				       Registration No. 333-

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

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                               _______________

                        CASUAL MALE RETAIL GROUP, INC.
          (Exact name of registrant as specified in its charter)

      Delaware                                     04-2623104
(State or Other Jurisdiction of                (I.R.S. Employer
 Incorporation or Organization)               Identification Number)

                             555 Turnpike Street
                          Canton, Massachusetts 02021
                    (Address of Principal Executive Offices)

                                _______________
          CASUAL MALE RETAIL GROUP, INC. 401(K) SALARIED SAVINGS PLAN
                                      AND
           CASUAL MALE RETAIL GROUP, INC. 401(K) HOURLY SAVINGS PLAN
                          (Full Titles of the Plans)
                                _______________

                              Dennis R. Hernreich
                         Casual Male Retail Group, Inc.
                              555 Turnpike Street
                          Canton, Massachusetts 02021
                     (Name and Address of Agent for Service)

                                (781) 828-9300
                    (Telephone Number, Including Area Code,
                             of Agent for Service)

                                    Copy to:

                              Peter G. Smith, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                        CALCULATION OF REGISTRATION FEE

                                  Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be  Offering Price   Aggregate        Registration
to be Registered    Registered(1) Per Share (2)    Offering         Fee
________________    _____________ ________________ ________________ ___________
Common Stock, par
value $0.01 per
share               500,000           $6.85         $3,425,000      $277.08

(1) This registration statement (this "Registration Statement") covers shares
      of the Registrant's common stock which may be offered or sold from time to
      time pursuant to the Registrant's 401(k) Salaried Savings Plan and 401(k)
      Hourly Savings Plan.

(2) Estimated, solely for the purpose of calculating the registration fee,
      pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities
      Act of 1933, as amended (the "Securities Act"), based on the average of
      the high and low sales prices for the Registrant's common stock reported
      on the Nasdaq National Market on January 20, 2004, which is within five
     (5) business days prior to the date of this Registration Statement.

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 employee benefit plan(s) described herein.

                                       PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement
the following documents:

- The Registrant's Annual Report on Form 10-K for the fiscal year ended
   February 1, 2003, filed May 5, 2003;

- The Registrant's Quarterly Report on Form 10-Q for the three months
   ended May 3, 2003, filed June 16, 2003;

- The Registrant's Quarterly Report on Form 10-Q for the three months
   ended August 2, 2003, filed September 16, 2003;

- The Registrant's Quarterly Report on Form 10-Q for the three months
   ended November 1, 2003, filed December 9, 2003;

- The Registrant's Current Report on Form 8-K, filed August 21, 2003;

- The Registrant's Current Report on Form 8-K, filed November 10, 2003;

- The Registrant's Current Report on Form 8-K, filed November 12, 2003;

- The Registrant's Current Report on Form 8-K, filed November 13, 2003;

- The Registrant's Current Report on Form 8-K, filed November 13, 2003;

- The Registrant's Current Report on Form 8-K, filed November 20, 2003;

- The description of the Registrant's Class A Common Stock contained in
   the latest registration statement of the Registrant with respect to
   such Class A Common Stock filed under Section 12 of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), including any
   amendment or report filed for the purpose of updating such description;

- All other reports filed by the Registrant pursuant to Section 13(a) or
   15(d) of the Exchange Act since the end of the fiscal year covered by
   the Annual Report referred to above; and

- All documents subsequently filed by the Registrant with the Securities
   and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
   the Exchange Act, prior to the filing of a post-effective amendment to
   this Registration Statement which indicates that all securities offered
   hereby 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 of
   such documents.

The Registrant will furnish to each person, including any beneficial owner,
to whom this prospectus is delivered, without charge, a copy of any or all
of the information that has been incorporated by reference (including any
exhibits that are specifically incorporated by reference in that information)
upon oral or written request to:

                  Casual Male Retail Group, Inc.
                      555 Turnpike Street
                   Canton, Massachusetts 02021
                        (781) 828-9300
                  Attn:  Chief Financial Officer

Item 4.  Description of Securities.
         Not applicable.

Item 5.  Interest of Named Experts and Counsel.
         Not applicable.

Item 6.  Indemnification of Officers and Directors.

The Registrant's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), provides that no director of the Registrant
shall be personally liable to the Registrant or to any of its stockholders for
monetary damages arising out of such director's breach of fiduciary duty,
except to the extent that the elimination or limitation of liability is not
permitted by the Delaware General Corporation Law. The Delaware General
Corporation Law, as currently in effect, permits charter provisions
eliminating the liability of directors for breach of fiduciary duty, except
that directors remain liable for (i) any breach of the directors' duty of
loyalty to a company or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) any payment of a dividend or approval of a stock repurchase that is
illegal under Section 174 of the Delaware General Corporation Law, or (iv)
any transaction from which the directors derived an improper personal
benefit. The effect of this provision of the Certificate of Incorporation
is that directors cannot be held liable for monetary damages arising from
breaches of their duty of care, unless the breach involves one of the four
exceptions described in the preceding sentence. The provision does not
prevent stockholders from obtaining injunctive or other equitable relief
against directors, nor does it shield directors from liability under federal
or state securities laws.

The Certificate of Incorporation and the Registrant's By-Laws further
provide for indemnification of the Registrant's directors and officers to
the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, including circumstances in which indemnification is
otherwise discretionary.

Item 7.  Exemption from Registration Claimed.
         Not applicable.

Item 8.  Exhibits.

     Exhibit Number		Description
     -------------      --------------------------------------------------
        5.1             Opinion of counsel as to legality of the shares of
                        the Registrant's Common Stock covered by this
                        Registration Statement.

       23.1             Consent of Ernst & Young LLP.

       23.2             Consent of counsel (included in Exhibit 5.1 above).

       24.1             Power of Attorney (contained in Signature Page hereto).

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

        (i) to include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933;

         (ii) to reflect in the prospectus any facts or events arising after
              the effective date of the registration statement (or the most
              recent post-effective amendment thereof) which, individually or
              in the aggregate, represent a fundamental change in the
              information set forth in the registration statement.
              Notwithstanding the foregoing, any increase or decrease in
              volume of securities offered (if the total dollar value of
              securities offered would not exceed that which was registered)
              and an deviation from the low or high end of the estimated
              maximum offering range may be reflected in the form of
              prospectus filed with the Commission pursuant to Rule 424(b) if,
              in the aggregate, the changes in volume and price represent no
              more than 20 percent change in the maximum aggregate offering
              price set forth in the "Calculation of Registration Fee" table in
              the effective registration statement;

        (iii) 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;

        provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
        information required to be included in a post-effective amendment by
        those clauses is contained in periodic reports filed with or furnished
        to the Commission by the Registrant pursuant to Section 13 or 15(d) of
        the Securities Exchange Act of 1934 that are incorporated by reference
        in the registration statement.

(2) That, for the purpose of determining an liability under the Securities Act
     of 1933, each such post-effective amendment shall be deemed 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.

(3) 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.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.

                               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 the city of Canton, Commonwealth of Massachusetts, on this
26th day of January, 2004.

                                        CASUAL MALE RETAIL GROUP, INC.
                                        By:/S/ DENNIS R. HERNREICH
                                           --------------------------
                                        Name:	Dennis R. Hernreich
                                        Title:	Executive Vice President,
                                        Chief Financial Officer of Casual
                                        Male Retail Group, Inc.

                       POWER OF ATTORNEY AND SIGNATURES

	We, the undersigned officers and directors of Casual Male Retail Group,
Inc., hereby severally constitute and appoint David A. Levin, Dennis R.
Hernreich and Arlene Feldman, and each of them singly, our true and lawful
attorneys, with full power to them and each of them singly, to sign for us
in our names in the capacities indicated below, all pre-effective and post-
effective amendments to this registration statement and any other
registration statement (and any amendment thereto) filed with the Securities
and Exchange Commission with respect to the plan listed on the face of this
registration statement and generally do all things in our names and on our
behalf in such capacities to enable Casual Male Retail Group, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.

	Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
January 26, 2004 in the capacities indicated.

Signature                             Title(s)

/s/ SEYMOUR HOLTZMAN          Chairman of the Board and Director
--------------------
Seymour Holtzman

/s/ DAVID A. LEVIN            President, Chief Executive Officer and Director
------------------
David A. Levin

/s/ DENNIS R. HERNREICH       Senior Vice President, Chief Financial Officer,
-----------------------       Treasurer and Principal Accounting Officer
Dennis R. Hernreich

/s/ ALAN S. BERNIKOW          Director
--------------------
Alan S. Bernikow

/s/ JESSE CHOPER              Director
----------------
Jesse Choper

/s/ STEPHEN M. DUFF           Director
-------------------
Stephen M. Duff

/s/ FRANK J. HUSIC            Director
------------------
Frank J. Husic

/s/ JOSEPH PENNACCHIO         Director
---------------------
Joseph Pennacchio

/s/ GEORGE T. PORTER, JR.     Director
-------------------------
George T. Porter, Jr.

Pursuant to the requirements of the Securities Act of 1933, the Trustees
have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Canton,
Commonwealth of Massachusetts, on this 26th day of January, 2004.

                                 CASUAL MALE RETAIL GROUP, INC., AS PLAN
                                 ADMINISTRATOR FOR THE 401(K) SALARIED
                                 SAVINGS PLAN

                                 By: /S/ DAVID A. LEVIN
                                    ------------------
                                 Name:  David A. Levin
                                 Title: President

Pursuant to the requirements of the Securities Act of 1933, the Trustees
have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Canton,
Commonwealth of Massachusetts, on this 26th day of January, 2004.

                                 CASUAL MALE RETAIL GROUP, INC., AS PLAN
                                 ADMINISTRATOR FOR THE 401(K) HOURLY
                                 SAVINGS PLAN

                                 By: /S/ DAVID A. LEVIN
                                   -------------------
                                 Name:  David A. Levin
                                 Title: President

                        EXHIBIT INDEX

Exhibit Number   Description
--------------   ------------------------------------------------------

5.1               Opinion of counsel as to legality of the shares of the
                  Registrant's Common Stock covered by this Registration
                  Statement.

23.1              Consent of Ernst & Young LLP.

23.2              Consent of counsel (included in Exhibit 5.1 above).

24.1              Power of Attorney (contained in Signature Page hereto).