As filed with the Securities and Exchange Commission on September 26, 2003

                                                     Registration No. 333-______

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

                                    FORM S-8
             Registration Statement under the Securities Act of 1933
                                 _______________

                                INNOVO GROUP INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                          11-2928178
State or other jurisdiction of          (I.R.S. employer identification number)
incorporation or organization)


                         5900 S. Eastern Ave., Suite 104
                               Commerce, CA 90040
          (Address, including zip code, of principal executive offices)
                              _____________________

                       2000 Employee Stock Incentive Plan
                            (Full titles of the plan)
                              _____________________

                              Samuel J. Furrow, Jr.
                             Chief Executive Officer
                                Innovo Group Inc.
                         5900 S. Eastern Ave., Suite 104
                               Commerce, CA 90040

 (Name, address and telephone number, including area code, of agent for service)

                                 With copies to:

                              Paul A. Belvin, Esq.
                       Akin Gump Strauss Hauer & Feld LLP
                           1333 New Hampshire Ave., NW
                              Washington, DC 20036
                                 (202) 887-4000
                               Fax: (202) 887-4288
          (Telephone number, including area code, of agent for service)
                              _____________________

<PAGE>

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

==================================================================================================================================
               <S>                                  <C>                 <C>                  <C>                 <C>
                                        |                        |     Proposed    | Proposed Maximum   |
                Title of                |          Amount        |     Maximum     |    Aggregate       |       Amount of
               Securities               |          to be         |  Offering Price |  Offering Price    |    Registration Fee
            to be Registered            |        Registered      |    Per Share    |                    |
                                        |                        |                 |                    |
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share |   2,000,000 shares (1) |     $6.495 (2)  |   $12,990,000 (2)  |       $1,050.89
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Issuable  upon stock  awards to be granted or upon  exercise of options
         granted or to be granted under the 2000 Employee Stock  Incentive Plan,
         as amended (the "Plan"). Represents an increase in the number of shares
         of common  stock of Innovo  Group  Inc.,  a Delaware  corporation  (the
         "Registrant"), available for issuance under such Plan from 1,000,000 to
         3,000,000,  such increase  approved on May 22, 2003 by the Registrant's
         stockholders.  Pursuant  to  Rule  416(a)  of  the  General  Rules  and
         Regulations  under  the  Securities  Act  of  1933,  this  Registration
         Statement shall cover such  additional  securities as may be offered or
         issued to prevent dilution resulting from stock splits, stock dividends
         or similar transactions.
(2)      Pursuant to Rule 457(c) and (h)(1), the proposed Maximum Offering Price
         Per Share and the Proposed Maximum Aggregate Offering Price for options
         that may be issued under the Plan to acquire up to 2,000,000  shares of
         common  stock are  estimated  solely for  purposes of  calculating  the
         registration fee and is based on the average of the high and low prices
         of the  Registrant's  common stock of $6.495 per share as quoted on the
         NASDAQ SmallCap Market for September 24, 2003.


<PAGE>


                                EXPLANATORY NOTE

         This  Registration   Statement  is  being  filed  for  the  purpose  of
registering  additional  securities  of the same class as other  securities  for
which  Registration  Statement  No.  333-102580  on Form S-8,  as filed with the
Securities and Exchange  Commission  ("SEC") on January 17, 2003, and as amended
by  Amendment  No. 1 to Form  S-8,  as filed  with  the SEC on April  30,  2003,
relating to the Plan, is effective (the "Original Registration Statement"). This
Registration  Statement is registering an additional  2,000,000 shares of common
stock of the Registrant, increasing the maximum number of shares of common stock
available to be issued under the Plan from 1,000,000 shares to 3,000,000 shares.
This increase in the maximum  number of shares  available for issuance under the
Plan,  together  with an amendment  increasing  the maximum  number of shares of
common  stock that may be granted  under the Plan to any  individual  during any
calendar  year from  500,000  shares to  1,250,000  shares,  was approved by the
Registrant's stockholders on May 22, 2003.

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Original Registration Statement are hereby incorporated by reference.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.      Exhibits

Exhibit No.              Description of Exhibit
- -----------              ----------------------

5            Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1         Consent of Akin Gump Strauss Hauer & Feld LLP.  Included in Exhibit
             5 hereto.

23.2         Consent of Ernst & Young,  LLP with  respect  to its  report  dated
             February 4, 2003.

99.1         2000 Employee Stock Incentive Plan, as amended



<PAGE>


                                   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 Commerce,  State of  California,  on the 18th day of
September, 2003.

                                      INNOVO GROUP INC.


                                      By: /s/ Samuel J. Furrow, Jr.
                                          -------------------------
                                              Samuel J. Furrow, Jr.
                                              Chief Executive Officer



<PAGE>

         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.

         Name                        Title                              Date
         ----                        -----                              ----

/s/ Samuel J. Furrow, Jr.     Chief Executive Officer,        September 18, 2003
- ---------------------------   Chief Operating Officer
Samuel J. Furrow, Jr.         and Director; Principal
                              Executive Officer


/s/ Partricia Anderson-Lasko  President and Director          September 18, 2003
- ---------------------------
Patricia Anderson-Lasko


/s/ Marc B. Crossman          Chief Financial Officer,        September 18, 2003
- ---------------------------   Principal Financial Officer,
Marc B. Crossman              Principal Accounting Officer
                              and Director


       *                      Chairman of the Board           September 18, 2003
- ---------------------------   and Director
Samuel J. Furrow


       *                      Director                        September 18, 2003
- ---------------------------
Daniel Page


       *                      Director          `             September 18, 2003
- ---------------------------
Dr. John Looney


/s/ Suhail Rizvi              Director                        September 18, 2003
- ---------------------------
Suhail Rizvi


/s/ Kent A. Savage            Director                        September 15, 2003
- ---------------------------
Kent A. Savage


/s/ Vincent Sanfillipo        Director                        September 18, 2003
- ---------------------------
Vincent Sanfillipo


*By: /s/ Samuel J. Furrow, Jr
     ---------------------------
         Samuel J. Furrow, Jr.
         Attorney-in-Fact


<PAGE>


                                                   EXHIBIT INDEX

Exhibit No.              Description of Exhibit
- -----------              ----------------------

5            Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1         Consent of Akin Gump Strauss Hauer & Feld LLP.  Included in Exhibit
             5 hereto.

23.2         Consent of Ernst & Young,  LLP with  respect  to its  report  dated
             February 4, 2003.

99.1         2000 Employee Stock Incentive Plan, as amended
[{"type": "S-8", "sequence": "1", "filename": "forms8_92503.txt", "secsgml_size_bytes": 9827}]
{"company-data": {"conformed-name": "INNOVO GROUP INC", "cik": "0000844143", "assigned-sic": "2390", "irs-number": "112928178", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109151", "film-number": "03912162"}, "business-address": {"street1": "5900 S. EASTERN AVENUE", "street2": "SUITE 104", "city": "COMMERCE", "state": "CA", "zip": "90040", "phone": "3237255516"}, "mail-address": {"street1": "5900 S. EASTERN AVENUE", "street2": "SUITE 104", "city": "COMMERCE", "state": "CA", "zip": "90040"}, "former-company": {"former-conformed-name": "ELORAC CORP", "date-changed": "19901009"}}
As filed with the Securities and Exchange Commission on September 26, 2003

                                                     Registration No. 333-______

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

                                    FORM S-8
             Registration Statement under the Securities Act of 1933
                                 _______________

                                INNOVO GROUP INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                          11-2928178
State or other jurisdiction of          (I.R.S. employer identification number)
incorporation or organization)

                         5900 S. Eastern Ave., Suite 104
                               Commerce, CA 90040
          (Address, including zip code, of principal executive offices)
                              _____________________

                       2000 Employee Stock Incentive Plan
                            (Full titles of the plan)
                              _____________________

                              Samuel J. Furrow, Jr.
                             Chief Executive Officer
                                Innovo Group Inc.
                         5900 S. Eastern Ave., Suite 104
                               Commerce, CA 90040

 (Name, address and telephone number, including area code, of agent for service)

                                 With copies to:

                              Paul A. Belvin, Esq.
                       Akin Gump Strauss Hauer & Feld LLP
                           1333 New Hampshire Ave., NW
                              Washington, DC 20036
                                 (202) 887-4000
                               Fax: (202) 887-4288
          (Telephone number, including area code, of agent for service)
                              _____________________
CALCULATION OF REGISTRATION FEE

==================================================================================================================================
|                        |     Proposed    | Proposed Maximum   |
                Title of                |          Amount        |     Maximum     |    Aggregate       |       Amount of
               Securities               |          to be         |  Offering Price |  Offering Price    |    Registration Fee
            to be Registered            |        Registered      |    Per Share    |                    |
                                        |                        |                 |                    |
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share |   2,000,000 shares (1) |     $6.495 (2)  |   $12,990,000 (2)  |       $1,050.89
- ---------------------------------------------------------------------------------------------------------------------------------
(1)      Issuable  upon stock  awards to be granted or upon  exercise of options
         granted or to be granted under the 2000 Employee Stock  Incentive Plan,
         as amended (the "Plan"). Represents an increase in the number of shares
         of common  stock of Innovo  Group  Inc.,  a Delaware  corporation  (the
         "Registrant"), available for issuance under such Plan from 1,000,000 to
         3,000,000,  such increase  approved on May 22, 2003 by the Registrant's
         stockholders.  Pursuant  to  Rule  416(a)  of  the  General  Rules  and
         Regulations  under  the  Securities  Act  of  1933,  this  Registration
         Statement shall cover such  additional  securities as may be offered or
         issued to prevent dilution resulting from stock splits, stock dividends
         or similar transactions.
(2)      Pursuant to Rule 457(c) and (h)(1), the proposed Maximum Offering Price
         Per Share and the Proposed Maximum Aggregate Offering Price for options
         that may be issued under the Plan to acquire up to 2,000,000  shares of
         common  stock are  estimated  solely for  purposes of  calculating  the
         registration fee and is based on the average of the high and low prices
         of the  Registrant's  common stock of $6.495 per share as quoted on the
         NASDAQ SmallCap Market for September 24, 2003.
EXPLANATORY NOTE

         This  Registration   Statement  is  being  filed  for  the  purpose  of
registering  additional  securities  of the same class as other  securities  for
which  Registration  Statement  No.  333-102580  on Form S-8,  as filed with the
Securities and Exchange  Commission  ("SEC") on January 17, 2003, and as amended
by  Amendment  No. 1 to Form  S-8,  as filed  with  the SEC on April  30,  2003,
relating to the Plan, is effective (the "Original Registration Statement"). This
Registration  Statement is registering an additional  2,000,000 shares of common
stock of the Registrant, increasing the maximum number of shares of common stock
available to be issued under the Plan from 1,000,000 shares to 3,000,000 shares.
This increase in the maximum  number of shares  available for issuance under the
Plan,  together  with an amendment  increasing  the maximum  number of shares of
common  stock that may be granted  under the Plan to any  individual  during any
calendar  year from  500,000  shares to  1,250,000  shares,  was approved by the
Registrant's stockholders on May 22, 2003.

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Original Registration Statement are hereby incorporated by reference.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.      Exhibits

Exhibit No.              Description of Exhibit
- -----------              ----------------------

5            Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1         Consent of Akin Gump Strauss Hauer & Feld LLP.  Included in Exhibit
             5 hereto.

23.2         Consent of Ernst & Young,  LLP with  respect  to its  report  dated
             February 4, 2003.

99.1         2000 Employee Stock Incentive Plan, as amended
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 Commerce,  State of  California,  on the 18th day of
September, 2003.

                                      INNOVO GROUP INC.

                                      By: /s/ Samuel J. Furrow, Jr.
                                          -------------------------
                                              Samuel J. Furrow, Jr.
                                              Chief Executive Officer
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.

         Name                        Title                              Date
         ----                        -----                              ----

/s/ Samuel J. Furrow, Jr.     Chief Executive Officer,        September 18, 2003
- ---------------------------   Chief Operating Officer
Samuel J. Furrow, Jr.         and Director; Principal
                              Executive Officer

/s/ Partricia Anderson-Lasko  President and Director          September 18, 2003
- ---------------------------
Patricia Anderson-Lasko

/s/ Marc B. Crossman          Chief Financial Officer,        September 18, 2003
- ---------------------------   Principal Financial Officer,
Marc B. Crossman              Principal Accounting Officer
                              and Director

       *                      Chairman of the Board           September 18, 2003
- ---------------------------   and Director
Samuel J. Furrow

       *                      Director                        September 18, 2003
- ---------------------------
Daniel Page

       *                      Director          `             September 18, 2003
- ---------------------------
Dr. John Looney

/s/ Suhail Rizvi              Director                        September 18, 2003
- ---------------------------
Suhail Rizvi

/s/ Kent A. Savage            Director                        September 15, 2003
- ---------------------------
Kent A. Savage

/s/ Vincent Sanfillipo        Director                        September 18, 2003
- ---------------------------
Vincent Sanfillipo

*By: /s/ Samuel J. Furrow, Jr
     ---------------------------
         Samuel J. Furrow, Jr.
         Attorney-in-Fact
EXHIBIT INDEX

Exhibit No.              Description of Exhibit
- -----------              ----------------------

5            Opinion of Akin Gump Strauss Hauer & Feld LLP

23.1         Consent of Akin Gump Strauss Hauer & Feld LLP.  Included in Exhibit
             5 hereto.

23.2         Consent of Ernst & Young,  LLP with  respect  to its  report  dated
             February 4, 2003.

99.1         2000 Employee Stock Incentive Plan, as amended