SEC Filing | Destination XL Group, Inc.

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-112598

PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS DATED APRIL 21, 2004

CASUAL MALE RETAIL GROUP, INC.

$100,000,000 Principal Amount of
5% Convertible Subordinated Notes Due 2024
and
Shares of Common Stock Issuable Upon Conversion of the Notes
-----------------

This prospectus supplement relates to the resale by the selling
securityholders (including their transferees, pledgees or donees or their
successors) of up to $100 million aggregate principal amount of 5% Convertible
Subordinated Notes due 2024 issued by Casual Male Retail Group, Inc. and the
shares of common stock issuable upon conversion of the notes.

This prospectus supplement should be read in conjunction with the
prospectus dated April 21, 2004, which is to be delivered with this prospectus
supplement, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supercedes the information contained in the prospectus. This
prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the prospectus, including any amendments or
supplements to it.

Investing in the notes or the common stock offered by the prospectus
involves risks that are described in the "Risk Factors" section beginning on
page 8 of the prospectus.

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

Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement is truthful or complete.
Any representation to the contrary is a criminal offense.

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

The date of this prospectus supplement is May 28, 2004.

The information in the table appearing under the heading "Selling
Securityholders" beginning on page 46 of the prospectus is amended by adding the
information below with respect to persons not previously listed in the
prospectus, and by superceding the information with respect to persons listed in
the prospectus that are listed below.

The following table sets forth certain information as of May 17, 2004,
except where otherwise noted, concerning the principal amount of notes
beneficially owned by each selling securityholder and the number of shares of
common stock that may be offered from time to time by each selling
securityholder under this prospectus. The information is based on information
provided by or on behalf of the selling securityholders. The number of shares of
common stock issuable upon conversion of the notes shown in the table below
assumes conversion of the full amount of notes held by each holder at an initial
conversion price of $10.65 per share. This conversion price is subject to
adjustments in certain circumstances. Because the selling securityholders may
offer all or some portion of the notes or the common stock issuable upon
conversion of the notes, we have assumed for purposes of the table below that
the named selling securityholders will sell all of the notes or convert all of
the notes and sell all of the common stock issuable upon conversion of the notes
offered by this prospectus. In addition, the selling securityholders identified
below may have sold, transferred or otherwise disposed of all or a portion of
their notes since the date on which they provided the information regarding
their notes in transactions exempt from the registration requirements of the
Securities Act. Information about the selling securityholders may change over
time. Any changed information given to us by the selling securityholders will be
set forth in prospectus supplements if and when necessary.

Other
Shares of
Common
Stock
Beneficially
Aggregate Shares of Owned
Principal Common Stock Before the
Amount of Issuable Offering and
Notes Percentage of Upon Assumed to Percentage of
Beneficially Notes Conversion be Owned Common
Owned and Outstanding of the Notes Following the Outstanding
Name* Offered ** *** Offering ****
----------------------------- ------------ ------------- ------------ ------------- ------------

Argent Classic Convertible Arbitrage
Fund (Bermuda) Limited(1) 3,880,000 3.9% 364,332 None 1.0%
Barclays Global Investors Diversified
Alpha Plus Funds(2) 132,000 - 12,395 None -
Dodeca Fund, L.P.(3) 580,000 - 54,462 None -
Forest Multi-Strategy Master Fund
SPC, on behalf of its Multi-Strategy
Segregated Portfolio(4) 717,000 - 67,326 None -

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1 Henry Cox and Allan Marshall are the controlling shareholders of Argent
Classic Convertible Arbitrage Fund (Bermuda) Limited. Argent International
Management Company, LLC is the investment advisor to Argent Classic
Convertible Arbitrage Fund (Bermuda) Limited with respect to the securities
listed on the table. Nathanial Braun and Robert Richardson exercise voting
and investment power over such securities on behalf of Argent International
Management Company, LLC.

2 Forest Investment Management is the investment advisor to Barclays Global
Investors Diversified Alpha Plus Funds with respect to the securities
listed on the table. Forest Investment Management is wholly owned by Forest
Partners II, the sole General Partner of which is Michael A. Boyd Inc.
Michael A. Boyd is the sole owner of Michael A. Boyd Inc.

3 Convert Co., LLC is the General Partner of Dodeca Fund, L.P. Thomas Y. Roy,
President and Chief Financial Officer of Inflective Asset Management LLC,
exercises voting and dispositive power over the securities on behalf of
Convert Co., LLC.

4 Forest Investment Management is the investment advisor to Forest
Multi-Strategy Master Fund SPC, on behalf of its Multi-Strategy Segregated
Portfolio with respect to the securities listed on the table. Forest
Investment Management is wholly owned by Forest Partners II, the sole
General Partner of which is Michael A. Boyd Inc. Michael A. Boyd is the
sole owner of Michael A. Boyd Inc.

HFR CA Global Opportunity Master
Trust (5) 122,000 - 11,456 None -
Inflective Convertible Opportunity
Fund I, L.P.(6) 20,000 - 1,878 None -
LLT LTD(7) 60,000 - 5,634 None -
Lyxor/Forest Fund Limited(8) 106,000 - 9,953 None -
Relay 11 Holdings Co.(9) 48,000 - 4,507 None -
Sphinx Convertible Arbitrage SPC(10) 99,000 - 9,296 None -

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

5 Forest Investment Management is the investment advisor to HFR RVA Select
Performance Master Trust with respect to the securities listed on the
table. Forest Investment Management is wholly owned by Forest Partners II,
the sole General Partner of which is Michael A. Boyd Inc. Michael A. Boyd
is the sole owner of Michael A. Boyd Inc.

6 Inflective Portfolio Management, LLC is the General Partner of Inflective
Convertible Opportunity Fund I, L.P. Thomas J. Roy, President and Chief
Financial Officer of Inflective Asset Management LLC exercises voting and
dispositive power over the securites on behalf of Inflective Portfolio
Management, LLC.

7 Forest Investment Management is the investment advisor to LLT LTD with
respect to the securities listed on the table. Forest Investment Management
is wholly owned by Forest Partners II, the sole General Partner of which is
Michael A. Boyd Inc. Michael A. Boyd is the sole owner of Michael A. Boyd
Inc.

8 Forest Investment Management is the investment advisor to Lyxor/Forest Fund
Limited with respect to the securities listed on the table. Forest
Investment Management is wholly owned by Forest Partners II, the sole
General Partner of which is Michael A. Boyd Inc. Michael A. Boyd is the
sole owner of Michael A. Boyd Inc.

9 Forest Investment Management is the investment advisor to Relay 11 Holdings
Co. with respect to the securities listed on the table. Forest Investment
Management is wholly owned by Forest Partners II, the sole General Partner
of which is Michael A. Boyd Inc. Michael A. Boyd is the sole owner of
Michael A. Boyd Inc.

SPC(10)
Xavex Convertible Arbitrage(4)
Zurich Institutional Benchmarks
Master Fund, LTD.(11) 216,000 - 20,282 None -
Any other holder of Notes of future
transferee, pledgee, donee or
successor of any holder***** 1,906,000 - 178,973 - -

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* Other selling securityholders may be identified at a later date.

Certain selling securityholders are, or are affiliates of, registered
broker-dealers. These selling securityholders have represented that they
acquired their securities in the ordinary course of business and, at the
time of the acquisition of the securities, had no agreements or
understandings, directly or indirectly, with any person to distribute the
securities. To the extent that we become aware that any such selling
securityholders did not acquire its securities in the ordinary course of
business or did have such an agreement or understanding, we will file a
post-effective amendment to registration statement of which this
prospectus is a part to designate such person as an "underwriter" within
the meaning of the Securities Act of 1933.

10 Forest Investment Management is the investment advisor to Sphinx
Convertible Arbitrage SPC with respect to the securities listed on the
table. Forest Investment Management is wholly owned by Forest Partners II,
the sole General Partner of which is Michael A. Boyd Inc. Michael A. Boyd
is the sole owner of Michael A. Boyd Inc.

11 TQA Investors, L.L.C. is the investment advisor for Zurich Institutional
Benchmarks Master Fund, LTD. with respect to 150,000 of principal amount of
the securities listed on the table. Robert Butman, Managing Member of TQA
Investors, L.L.C., exercises voting and investment power over such
securities. However, Zazove Associates, LLC is the investment advisor to
Zurich Institutional Benchmarks Master Fund, LTD. with respect to 2,050,000
of principal amount of the securities listed on the table. Gene T. Prelti
exercises investment and voting control on behalf of Zazove Associates,
LLC.

** Unless otherwise noted, none of these selling securityholders would
beneficially own 1% or more of the outstanding Notes.

*** Assumes conversion of all of the holder's notes at our initial conversion
rate of approximately 93.90 shares of common stock per 1,000 principal
amount of the notes. This conversion rate is subject to adjustment as
described under "Description of Notes--Conversion." As a result, the number
of shares of common stock issuable upon conversion of the notes may change
in the future. Excludes shares of common stock that may be issued by us
upon the repurchase of the notes and fractional shares. Holders will
receive a cash adjustment for any fractional share amount resulting from
conversion of the notes, as described under "Description of
Notes--Conversion."

**** Based on the 35,073,153 outstanding shares of CMRG as of January 31, 2004,
none of these selling securityholders would beneficially own 1% or more of
the outstanding shares following the sale of securities in the offering.

***** Assumes that any other holders of Notes, or any future transferees,
pledgees, donees or successors of or from any such other holders of Notes,
do not beneficially own any common stock other than the common stock
issuable upon conversion of the Notes at the initial conversion rate.