On September 1, 2009, Casual Male Retail Group, Inc. (the "Company") entered into subscription agreements (the "Subscription Agreements") with certain institutional investors relating to the purchase and sale of 4,950,000 registered shares of common stock of the Company, for a purchase price of $2.75 per share (the "Offering"). The closing of the sale of the common stock is expected to take place on or about September 3, 2009, subject to the satisfaction of customary closing conditions. Gross proceeds from the Offering are estimated to be approximately $13.6 million. The Company intends to use the net proceeds from this sale of approximately $12.6 million for general corporate purposes, including the repayment of indebtedness.

The shares of common stock being offered by the Company in this Offering were registered under an existing shelf registration statement on Form S-3 (Registration No. 333-160379), which was declared effective by the Securities and Exchange Commission on August 3, 2009.

A copy of the form of Subscription Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

A copy of the opinion of Greenberg Traurig, LLP relating to the legality of the issuance and sale of the shares in the Offering is attached hereto as Exhibit 5.1.

The Company's press release of September 2, 2009, announcing the Offering is attached hereto as Exhibit 99.1.

(d) Exhibits

Exhibit No.   Description
 5.1          Opinion of Greenberg Traurig, LLP.

10.1          Form of Subscription Agreement dated September 1, 2009.

99.1          Press release issued by the Company on September 2, 2009.

23.1          Consent of Greenberg Traurig, LLP (contained in legal opinion filed
              herewith as Exhibit 5.1).