Filed Pursuant to Rule 424(b)(3)

Registration No. 333-90742

 

Prospectus Supplement to Prospectus dated September 11, 2002

 

24,809,338 Shares

 

Casual Male Retail Group, Inc.

 

Common Stock

 

This prospectus supplement updates the prospectus dated September 11, 2002, as supplemented by the prospectus supplement dated February 25, 2004, relating to the offer for sale of up to an aggregate of 24,809,338 shares of common stock of Casual Male Retail Group, Inc. by the selling stockholders identified in the prospectus, as supplemented, and this prospectus supplement, and any of their pledgees, donees, transferees or other successors in interest.

 

We are providing this prospectus supplement to update the table in the prospectus under the caption “Selling Stockholders” to reflect a transfer of a warrant to purchase shares of common stock from Halpern Capital DBA UVEST Investment Services to Baruch and Shoshana Halpern JTWROS. The amounts set forth below are based upon information provided to us by the selling stockholders (or their representatives), or on our records, and are accurate to the best of our knowledge. Unless we indicate otherwise, the information in this prospectus supplement is as of March 24, 2004.

 

Selling Stockholder		Number of shares owned prior to the offering		Number of shares of offered common stock		Number of shares owned subsequent to the offering (1)		Percentage of outstanding shares owned subsequent to the offering
Halpern Capital DBA UVEST Investment Services		0		0		0		*
Baruch and Shoshana Halpern JTWROS		500,000		500,000		0		*

---

*

Less than 1%.

 

(1)

Assumes that all shares of common stock offered by the selling stockholders will be sold by the selling stockholders.

 

This prospectus supplement is not complete without the prospectus dated September 11, 2002, and we have not authorized anyone to deliver or use this prospectus supplement without the prospectus.

 

The date of this prospectus supplement is March 24, 2004.