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 No.)
 incorporation or organization)

                          1808 North Cherry Street
                         Knoxville, Tennessee 37917
               (Address of Principal Executive Offices)(Zip Code)

                Sims Moss Kline & Davis LLP Consulting Agreement
                    Zummo & Perry, LLP Consulting Agreement
                          (Full titles of the plans)

                              Samuel J. Furrow, Jr.
                     Vice President of Corporate Development
                                Innovo Group Inc.
                1808 North Cherry Street, Knoxville, Tennessee 37917
                       (Name and address of agent for service)

                                   (423) 546-1110
              (Telephone number, including area code, of agent for service)

                                CALCULATION OF REGISTRATION FEE			
                                Proposed        Proposed
Title of                        Maximum         Maximum	
Securities to be	Amount to be  Offering Price	Aggregate        Amount of
Registered        Registered	  Per Share(2)    Offering Price   Registration
Fee
Common Stock    45,000 Shares(1)  $1.6875       $75,937.50           $21
($0.10 par value)

(1) Represents shares of Common Stock authorized for issuance by the Company
    to outside counsel,Sims Moss Kline & Davis LLP and Zummo & Perry, LLP,
    pursuant to their respective Consulting Agreements.

(2) Calculated pursuant to Rule 457 paragraphs (c) and (h) based on the last
    sale price as reported by Nasdaq for December 4, 1998 of $1.6875.

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.




                                PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents heretofore filed or to be filed by 
Innovo Group Inc. (the "Company") with the Securities and Exchange 
Commission (the "Commission") (Commission File Number 0-18926) are 
incorporated by reference herein:

(a) The Company's Annual Report on Form 10-K for the fiscal year 
    ended November 30, 1997;

(b) The Company's Current Reports on Form 8-K dated November 2, 1998, 
    October 21, 1988, October 20, 1998, October 13, 1998, 
    September 28, 1998, and August 31, 1998;

(c) The Company's Quarterly Report on Form 10-Q for the quarter 
    (as amended by Form 10-Q/A) ended August 31,1998;

(d) The Company's Quarterly Report on Form 10-Q for the quarter 
    ended May 31, 1998;

(e) The Company's Quarterly Report on Form 10-Q for the quarter 
    ended February 28, 1998; and

(f) The description of the Company's Common Stock which is contained
    in the Company's registration statement filed under Section 12 of 
    the Exchange Act, including any amendments and reports filed for
    the purpose of updating such description.

     All other documents filed by the Company subsequent to the date of 
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 
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 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 
respective dates of filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Sims Moss Kline & Davis LLP has acted as legal counsel to the 
Company.  The shares of Common Stock to be issued pursuant to the 
SMKD Consulting Agreement are being issued by the Company as partial 
payment for outstanding legal fees owed to Sims Moss Kline & Davis LLP
for legal services rendered to the Company during 1997 and 1998 other
than in connection with capital raising transactions.

Item 6.  Indemnification of Directors and Officers

     Under Section 145 of the Delaware General Corporation Law, a 
corporation may indemnify any of its directors and officers against 
expenses (including attorney's fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred by such person 
in connection with such action, suit or proceeding (i) if any such 
person acted in good faith and in a manner reasonably believed to be 
in or not opposed to be the best interests of the corporation, and 
(ii) in connection with any criminal action or proceeding if such 
person had no reasonable cause to believe such conduct was unlawful.  
In actions brought by or in the right of the corporation, however,
Section 145 provides that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have 
been adjudged to be liable for negligence or misconduct in the 
performance of such persons's duty to the corporation unless, 
and only to the extent that, the Court of Chancery of the State 
of Delaware or the court in which such action or suit was brought 
shall determine upon application that, despite the adjudication 
of liability but in review of all the circumstances of the case, 
such person is fairly and reasonably entitled to indemnity for 
such expenses which the Court of Chancery or such other court 
shall deem proper.  Article Nine of the Company's Amended and 
Restated Certificate of Incorporation requires that the Company
indemnify its directors and officers for certain liabilities 
incurred in the performance of their duties on behalf of the 
Company to the fullest extent allowed by Delaware law.

     The Company's Amended and Restated Certificate of Incorporation 
relieves its directors from personal liability to the Company or to 
stockholders for breach of any such director's fiduciary duty as a 
director to the fullest extent permitted by the Delaware General 
Corporation Law.  Under Section 102(b)(7) of the Delaware General 
Corporation Law, a corporation may relieve its directors from 
personal liability to such corporation or its stockholders for 
monetary damages fore any breach of their fiduciary duty as 
directors except (i) for a breach of the duty of loyalty, 
(ii) for failure to act in good faith, (iii) for intentional
 misconduct or knowing violation of law, (iv) for willful 
or negligent violations of certain provisions of the 
Delaware General Corporation Law imposing certain requirements 
with respect to stock repurchases, redemptions and dividends, 
or (v) for any transaction from which the director derived 
an improper personal benefit.

     Insofar as indemnification for liabilities arising under 
the Securities Act may be permitted to directors, officers or 
controlling persons of the Company pursuant to the foregoing 
provisions, the Company has been informed that, in the opinion 
of the Securities and Exchange Commission, such indemnification 
is against public policy as expressed in the Securities Act and 
is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index.

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, represents a fundamental change in the information 
set forth in the 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 paragraphs (1)(i) and (1) (ii) do not 
apply if the registration statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed by the 
registrant pursuant to Section 13 or Section 15 (d) of Securities 
Exchange Act of 1934 that are incorporated by reference in the 
registration statement.

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

(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 Section 
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 (the "Act") may be permitted to directors, 
officers and controlling persons of the registrant pursuant to 
the foregoing provisions otherwise, the registrant has been advised
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 a claim for indemnification 
against such liabilities (other than the payment by the registrant of 
expenses incurred or paid by a director, officer or 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.


               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Company 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 Knoxville, 
State of Tennessee, on the 21st day of January 1999.

                                           INNOVO GROUP INC.


                                          By:  Samuel J. Furrow, Sr.
							Samuel J. Furrow, Sr.
							Chairman and Chief Executive 
                                          Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Samuel J. Furrow, Sr. and 
Samuel J. Furrow, Jr. and each of them, his or her true and lawful 
attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him or her and in his or her name, place and 
stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement 
and to file the same, with all exhibits thereto, and other documents 
in connection therewith, with the Securities and Exchange Commission 
and any other regulatory authority, granting unto said attorney-in-fact 
and agent, full power and authority to do and perform each and every 
act and thing required and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in 
person, hereby ratifying and confirming all that said attorney-in-fact 
and agent, or his or her substitute, may lawfully do or cause to be 
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of December 14, 1998, 
by the following persons in the capacities and on the dates indicated.


Samuel J. Furrow, Sr.      Chairman and Chief          January 7, 1999
Samuel J. Furrow, Sr.      Executive Officer; Director


Patricia Anderson-Lasko    President and Director      January 7, 1999
Patricia Anderson-Lasko


Dan Page                   Chief Operating Officer     January 7, 1999
Dan Page                   and Director


J. Eric Hendrickson        Vice President, Treasurer   January 7, 1999
J. Eric Hendrickson        and Director 


L. E. Smith                Director                    January 7, 1999
L. E. Smith

Herb Newton                           
Herb Newton                Director                    January 7, 1999

Robert S. Talbott          Director                    January 7, 1999
Robert S. Talbott



                              EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4.1	   Sims Moss Kline & Davis LLP Consulting Agreement

Exhibit 4.2	   Zummo & Perry, LLP Consulting Agreement

Exhibit 5      Opinion of Sims Moss Kline & Davis LLP

Exhibit 23.1   Consent of BDO Seidman, LLP

Exhibit 23.2   Consent of Sims Moss Kline & Davis LLP (included in Exhibit 5)

Exhibit 24     Power of Attorney (included on signature page)






                              EXHIBIT 4.1

            SIMS MOSS KLINE & DAVIS LLP CONSULTING AGREEMENT

                              January 25, 1999



VIA FACSIMILE/U.S. MAIL

Mr. Jay Furrow
Vice President, Corporate Development
Innovo Group Inc.
27 North Main Street
Springfield, TN  37172

       Re:     Legal Fees

Dear Jay:

     This letter is to confirm that Innovo Group, Inc. has agreed to pay 
$30,000 in fees for legal services rendered by this firm which did not 
involve capital raising activities by the issuance of 25,000 shares Innovo 
Group Inc. common stock.  An S-8 registration will be filed which covers the
stock.  It is our plan to sell the stock before the end of the year.  In the
event the sale of the stock generates less than $30,000 in net proceeds, 
Innovo Group Inc. will make up the difference between the amount of the
proceeds and $30,000.  If the proceeds exceed $30,000, the excess will be
placed in escrow and applied toward the payment of other fees for legal
services which do not involve capital raising activities.

  If this letter accurately summarizes the agreement between this firm and 
Innovo Group Inc., please sign in the space provided below and return the 
original letter to the undersigned.

                                                 Sincerely,

                                                 SIMS MOSS KLINE & DAVIS LLP

                                                 By: Jerry L. Sims 
                                                     Jerry L. Sims
JLS/jkb

                [signatures continued on subsequent page]
Mr. Jay Furrow
January 25, 1999
Page 2
________________



Accepted and agreed to:

INNOVO GROUP INC.

By:  Jay Furrow
     Jay Furrow
     Vice President, Corporate Development                     

                                      EXHIBIT 4.2

                   ZUMMO & PERRY, LLP CONSULTING AGREEMENT


                                      January 25, 1999


VIA FACSIMILE NO. 713-651-0597

Mr. Patrick Zummo
Zummo & Perry LLC
100 Louisiana, Suite 1200
Houston, Texas 77002

     Re:   Legal fees

Dear Patrick:

     This letter is to confirm that Innovo Group Inc. has agreed o pay 
$37,914.46 in fees for legal services rendered by your firm and reasonable 
expenses incurred in connection therewith by the issuance of a total of 
20,000 shares of Innovo Group Inc. common stock, 5,000 shares of which will 
be issued in each of the following months:  January 1999, February 1999, 
March 1999 and April 1999.  An S-8 registration will be filed which covers 
the stock.  In the event the net proceeds generated from the sale of such
stock is less than the amount of fees, Innovo Group Inc. will pay your firm 
the amount of the shortfall, provided all of the stock is sold within 
forty-five (45) days of its issuance.

     If this letter accurately summarizes the agreement between your firm 
and Innovo Group Inc., please sign in the space provided below and return 
the original letter to the undersigned.

                                    Sincerely,

                                    INNOVO GROUP INC.

                                    By:  Jay Furrow
                                       Jay Furrow
                                       Vice President, Corporate Development
Accepted and agreed to:

ZUMMO & PERRY LLC

By:  Patrick Zummo
     Patrick Zummo
                               EXHIBIT 5

                   OPINION OF SIMS MOSS KLINE & DAVIS LLP


January 25, 1999

Innovo Group Inc.
1808 North Cherry Street
Knoxville, Tennessee 37917


Re:     Registration Statement on Form S-8 Relating to the issuance 
        of Common Stock of Innovo Group Inc. pursuant to that certain 
        Warrant Agreement, dated as of November 16, 1998 (the "Warrant 
        Agreement")

Gentlemen:

     With respect to the Registration Statement on Form S-8 
(the "Registration Statement"), filed by Innovo Group Inc., a Delaware 
corporation (the "Company"), with the Securities and Exchange Commission 
for the purpose of registering under the Securities Act of 1933, as 
amended, the offer and sale of up to 45,000 shares of the Company's 
common stock, par value $0.10 per share, pursuant to the Sims Moss Kline 
& Davis LLP Consulting Agreement and the Zummo & Perry, LLP 
Consulting Agreement, we have examined such documents and questions of law we 
consider necessary or appropriate for the purpose of giving this opinion.  
On the basis of such evaluation, we advise you that in our opinion the 
45,000 shares covered by the Registration Statement, upon the exercise 
of delivery of such shares and payment therefor in accordance with the 
terms stated in the Consulting Agreements and the Registration Statement, 
will be duly and legally authorized, issued and outstanding and will be 
fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement. In giving this consent, we do not thereby admit 
that we are within the category of persons whose consent is required 
under Section 7 of the Securities Act of 1933, as amended, or under the 
rules and regulations of the Securities and Exchange Commission relating 
thereto.

                                               Very truly yours,




                                               Sims Moss Kline & Davis LLP





                              EXHIBIT 23.1

            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



INNOVO GROUP INC.
Knoxville, Tennessee


We hereby consent to the incorporation by reference in this Registration 
Statement of our report dated February 6, 1998, relating to the consolidated
financial statements of Innovo Group Inc. appearing in the Company's Annual
Report on Form 10-K for the year ended November 30, 1997.




BDO Seidman, LLP
				
Atlanta, Georgia
January 25, 1999


1

2
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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 No.)
 incorporation or organization)

                          1808 North Cherry Street
                         Knoxville, Tennessee 37917
               (Address of Principal Executive Offices)(Zip Code)

                Sims Moss Kline & Davis LLP Consulting Agreement
                    Zummo & Perry, LLP Consulting Agreement
                          (Full titles of the plans)

                              Samuel J. Furrow, Jr.
                     Vice President of Corporate Development
                                Innovo Group Inc.
                1808 North Cherry Street, Knoxville, Tennessee 37917
                       (Name and address of agent for service)

                                   (423) 546-1110
              (Telephone number, including area code, of agent for service)

                                CALCULATION OF REGISTRATION FEE			
                                Proposed        Proposed
Title of                        Maximum         Maximum	
Securities to be	Amount to be  Offering Price	Aggregate        Amount of
Registered        Registered	  Per Share(2)    Offering Price   Registration
Fee
Common Stock    45,000 Shares(1)  $1.6875       $75,937.50           $21
($0.10 par value)

(1) Represents shares of Common Stock authorized for issuance by the Company
    to outside counsel,Sims Moss Kline & Davis LLP and Zummo & Perry, LLP,
    pursuant to their respective Consulting Agreements.

(2) Calculated pursuant to Rule 457 paragraphs (c) and (h) based on the last
    sale price as reported by Nasdaq for December 4, 1998 of $1.6875.

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.

                                PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents heretofore filed or to be filed by 
Innovo Group Inc. (the "Company") with the Securities and Exchange 
Commission (the "Commission") (Commission File Number 0-18926) are 
incorporated by reference herein:

(a) The Company's Annual Report on Form 10-K for the fiscal year 
    ended November 30, 1997;

(b) The Company's Current Reports on Form 8-K dated November 2, 1998, 
    October 21, 1988, October 20, 1998, October 13, 1998, 
    September 28, 1998, and August 31, 1998;

(c) The Company's Quarterly Report on Form 10-Q for the quarter 
    (as amended by Form 10-Q/A) ended August 31,1998;

(d) The Company's Quarterly Report on Form 10-Q for the quarter 
    ended May 31, 1998;

(e) The Company's Quarterly Report on Form 10-Q for the quarter 
    ended February 28, 1998; and

(f) The description of the Company's Common Stock which is contained
    in the Company's registration statement filed under Section 12 of 
    the Exchange Act, including any amendments and reports filed for
    the purpose of updating such description.

     All other documents filed by the Company subsequent to the date of 
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 
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 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 
respective dates of filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Sims Moss Kline & Davis LLP has acted as legal counsel to the 
Company.  The shares of Common Stock to be issued pursuant to the 
SMKD Consulting Agreement are being issued by the Company as partial 
payment for outstanding legal fees owed to Sims Moss Kline & Davis LLP
for legal services rendered to the Company during 1997 and 1998 other
than in connection with capital raising transactions.

Item 6.  Indemnification of Directors and Officers

     Under Section 145 of the Delaware General Corporation Law, a 
corporation may indemnify any of its directors and officers against 
expenses (including attorney's fees), judgments, fines and amounts 
paid in settlement actually and reasonably incurred by such person 
in connection with such action, suit or proceeding (i) if any such 
person acted in good faith and in a manner reasonably believed to be 
in or not opposed to be the best interests of the corporation, and 
(ii) in connection with any criminal action or proceeding if such 
person had no reasonable cause to believe such conduct was unlawful.  
In actions brought by or in the right of the corporation, however,
Section 145 provides that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have 
been adjudged to be liable for negligence or misconduct in the 
performance of such persons's duty to the corporation unless, 
and only to the extent that, the Court of Chancery of the State 
of Delaware or the court in which such action or suit was brought 
shall determine upon application that, despite the adjudication 
of liability but in review of all the circumstances of the case, 
such person is fairly and reasonably entitled to indemnity for 
such expenses which the Court of Chancery or such other court 
shall deem proper.  Article Nine of the Company's Amended and 
Restated Certificate of Incorporation requires that the Company
indemnify its directors and officers for certain liabilities 
incurred in the performance of their duties on behalf of the 
Company to the fullest extent allowed by Delaware law.

     The Company's Amended and Restated Certificate of Incorporation 
relieves its directors from personal liability to the Company or to 
stockholders for breach of any such director's fiduciary duty as a 
director to the fullest extent permitted by the Delaware General 
Corporation Law.  Under Section 102(b)(7) of the Delaware General 
Corporation Law, a corporation may relieve its directors from 
personal liability to such corporation or its stockholders for 
monetary damages fore any breach of their fiduciary duty as 
directors except (i) for a breach of the duty of loyalty, 
(ii) for failure to act in good faith, (iii) for intentional
 misconduct or knowing violation of law, (iv) for willful 
or negligent violations of certain provisions of the 
Delaware General Corporation Law imposing certain requirements 
with respect to stock repurchases, redemptions and dividends, 
or (v) for any transaction from which the director derived 
an improper personal benefit.

     Insofar as indemnification for liabilities arising under 
the Securities Act may be permitted to directors, officers or 
controlling persons of the Company pursuant to the foregoing 
provisions, the Company has been informed that, in the opinion 
of the Securities and Exchange Commission, such indemnification 
is against public policy as expressed in the Securities Act and 
is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index.

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, represents a fundamental change in the information 
set forth in the 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 paragraphs (1)(i) and (1) (ii) do not 
apply if the registration statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed by the 
registrant pursuant to Section 13 or Section 15 (d) of Securities 
Exchange Act of 1934 that are incorporated by reference in the 
registration statement.

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

(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 Section 
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 (the "Act") may be permitted to directors, 
officers and controlling persons of the registrant pursuant to 
the foregoing provisions otherwise, the registrant has been advised
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 a claim for indemnification 
against such liabilities (other than the payment by the registrant of 
expenses incurred or paid by a director, officer or 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.

               [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Company 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 Knoxville, 
State of Tennessee, on the 21st day of January 1999.

                                           INNOVO GROUP INC.

                                          By:  Samuel J. Furrow, Sr.
							Samuel J. Furrow, Sr.
							Chairman and Chief Executive 
                                          Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Samuel J. Furrow, Sr. and 
Samuel J. Furrow, Jr. and each of them, his or her true and lawful 
attorney-in-fact and agent, with full power of substitution and 
resubstitution, for him or her and in his or her name, place and 
stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement 
and to file the same, with all exhibits thereto, and other documents 
in connection therewith, with the Securities and Exchange Commission 
and any other regulatory authority, granting unto said attorney-in-fact 
and agent, full power and authority to do and perform each and every 
act and thing required and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in 
person, hereby ratifying and confirming all that said attorney-in-fact 
and agent, or his or her substitute, may lawfully do or cause to be 
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of December 14, 1998, 
by the following persons in the capacities and on the dates indicated.

Samuel J. Furrow, Sr.      Chairman and Chief          January 7, 1999
Samuel J. Furrow, Sr.      Executive Officer; Director

Patricia Anderson-Lasko    President and Director      January 7, 1999
Patricia Anderson-Lasko

Dan Page                   Chief Operating Officer     January 7, 1999
Dan Page                   and Director

J. Eric Hendrickson        Vice President, Treasurer   January 7, 1999
J. Eric Hendrickson        and Director 

L. E. Smith                Director                    January 7, 1999
L. E. Smith

Herb Newton                           
Herb Newton                Director                    January 7, 1999

Robert S. Talbott          Director                    January 7, 1999
Robert S. Talbott

                              EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4.1	   Sims Moss Kline & Davis LLP Consulting Agreement

Exhibit 4.2	   Zummo & Perry, LLP Consulting Agreement

Exhibit 5      Opinion of Sims Moss Kline & Davis LLP

Exhibit 23.1   Consent of BDO Seidman, LLP

Exhibit 23.2   Consent of Sims Moss Kline & Davis LLP (included in Exhibit 5)

Exhibit 24     Power of Attorney (included on signature page)

                              EXHIBIT 4.1

            SIMS MOSS KLINE & DAVIS LLP CONSULTING AGREEMENT

                              January 25, 1999

VIA FACSIMILE/U.S. MAIL

Mr. Jay Furrow
Vice President, Corporate Development
Innovo Group Inc.
27 North Main Street
Springfield, TN  37172

       Re:     Legal Fees

Dear Jay:

     This letter is to confirm that Innovo Group, Inc. has agreed to pay 
$30,000 in fees for legal services rendered by this firm which did not 
involve capital raising activities by the issuance of 25,000 shares Innovo 
Group Inc. common stock.  An S-8 registration will be filed which covers the
stock.  It is our plan to sell the stock before the end of the year.  In the
event the sale of the stock generates less than $30,000 in net proceeds, 
Innovo Group Inc. will make up the difference between the amount of the
proceeds and $30,000.  If the proceeds exceed $30,000, the excess will be
placed in escrow and applied toward the payment of other fees for legal
services which do not involve capital raising activities.

  If this letter accurately summarizes the agreement between this firm and 
Innovo Group Inc., please sign in the space provided below and return the 
original letter to the undersigned.

                                                 Sincerely,

                                                 SIMS MOSS KLINE & DAVIS LLP

                                                 By: Jerry L. Sims 
                                                     Jerry L. Sims
JLS/jkb

                [signatures continued on subsequent page]
Mr. Jay Furrow
January 25, 1999
Page 2
________________

Accepted and agreed to:

INNOVO GROUP INC.

By:  Jay Furrow
     Jay Furrow
     Vice President, Corporate Development                     

                                      EXHIBIT 4.2

                   ZUMMO & PERRY, LLP CONSULTING AGREEMENT

                                      January 25, 1999

VIA FACSIMILE NO. 713-651-0597

Mr. Patrick Zummo
Zummo & Perry LLC
100 Louisiana, Suite 1200
Houston, Texas 77002

     Re:   Legal fees

Dear Patrick:

     This letter is to confirm that Innovo Group Inc. has agreed o pay 
$37,914.46 in fees for legal services rendered by your firm and reasonable 
expenses incurred in connection therewith by the issuance of a total of 
20,000 shares of Innovo Group Inc. common stock, 5,000 shares of which will 
be issued in each of the following months:  January 1999, February 1999, 
March 1999 and April 1999.  An S-8 registration will be filed which covers 
the stock.  In the event the net proceeds generated from the sale of such
stock is less than the amount of fees, Innovo Group Inc. will pay your firm 
the amount of the shortfall, provided all of the stock is sold within 
forty-five (45) days of its issuance.

     If this letter accurately summarizes the agreement between your firm 
and Innovo Group Inc., please sign in the space provided below and return 
the original letter to the undersigned.

                                    Sincerely,

                                    INNOVO GROUP INC.

                                    By:  Jay Furrow
                                       Jay Furrow
                                       Vice President, Corporate Development
Accepted and agreed to:

ZUMMO & PERRY LLC

By:  Patrick Zummo
     Patrick Zummo
                               EXHIBIT 5

                   OPINION OF SIMS MOSS KLINE & DAVIS LLP

January 25, 1999

Innovo Group Inc.
1808 North Cherry Street
Knoxville, Tennessee 37917

Re:     Registration Statement on Form S-8 Relating to the issuance 
        of Common Stock of Innovo Group Inc. pursuant to that certain 
        Warrant Agreement, dated as of November 16, 1998 (the "Warrant 
        Agreement")

Gentlemen:

     With respect to the Registration Statement on Form S-8 
(the "Registration Statement"), filed by Innovo Group Inc., a Delaware 
corporation (the "Company"), with the Securities and Exchange Commission 
for the purpose of registering under the Securities Act of 1933, as 
amended, the offer and sale of up to 45,000 shares of the Company's 
common stock, par value $0.10 per share, pursuant to the Sims Moss Kline 
& Davis LLP Consulting Agreement and the Zummo & Perry, LLP 
Consulting Agreement, we have examined such documents and questions of law we 
consider necessary or appropriate for the purpose of giving this opinion.  
On the basis of such evaluation, we advise you that in our opinion the 
45,000 shares covered by the Registration Statement, upon the exercise 
of delivery of such shares and payment therefor in accordance with the 
terms stated in the Consulting Agreements and the Registration Statement, 
will be duly and legally authorized, issued and outstanding and will be 
fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement. In giving this consent, we do not thereby admit 
that we are within the category of persons whose consent is required 
under Section 7 of the Securities Act of 1933, as amended, or under the 
rules and regulations of the Securities and Exchange Commission relating 
thereto.

                                               Very truly yours,

                                               Sims Moss Kline & Davis LLP

                              EXHIBIT 23.1

            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

INNOVO GROUP INC.
Knoxville, Tennessee

We hereby consent to the incorporation by reference in this Registration 
Statement of our report dated February 6, 1998, relating to the consolidated
financial statements of Innovo Group Inc. appearing in the Company's Annual
Report on Form 10-K for the year ended November 30, 1997.

BDO Seidman, LLP
				
Atlanta, Georgia
January 25, 1999

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