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)

                    5900 S. Eastern Ave., Suite 104
                           Commerce, CA 90040
            (Address of Principal Executive Offices)(Zip Code)

                 2000 Employee Stock Incentive Plan;
                 2000 Director Stock Incentive Plan;
		   Furrow Non-Qualified Stock Options; and
                Anderson Non-Qualified Stock Options
                     (Full titles of the plans)

                         Samuel J. Furrow, Jr.
                        Chief Executive Officer

                            Innovo Group Inc.
                      5900 S. Eastern Ave., Suite 104
                           Commerce, CA 90040
                 (Name and address of agent for service)

                             With copies to:
                          Gilbert H. Davis, Esq.
                       Sims Moss Kline & Davis LLP
                     Three Ravina Drive, Suite 1700
                           Atlanta, Georgia 30346
                              (770) 481-7200

                              (323) 725-5516
         (Telephone number, including area code, of agent for service)

                               Proposed      Proposed
   Title of                    Maximum       Maximum
  Securities                   Offering     Aggregate      Amount of
    To Be       Amount To Be     Price      Offering      Registration
  Registered     Registered   Per Share      Price             Fee

  Common Stock   76,923 (1)	   $0.39      $   30,000      $  2.76
  $0.10 per     345,641 (1)	   $1.00      $  345,641      $ 31.80
  share	    450,000 (2)	   $1.25      $  562,500      $ 51.75
		    200,000 (2)      $2.40      $  480,000      $ 44.16
              1,077,436 (1)(3)   $3.43      $3,695,605      $340.00

<PAGE>
                    CALCULATION OF REGISTRATION FEE

(1)  Represents the number of shares of Common Stock available for issuance
pursuant to current grants under  both the  Innovo Group Inc. 2000 Employee
Stock Incentive Plan, as amended (the "Employee Plan") and the Innovo Group
Inc.  2000 Director Stock Incentive Plan,  as  amended (the "Director Plan"
and collectively, the "Plans"). The aggregate numbers  of  shares available
for issuance under the Employee Plan  and  Director Plan  are 1,000,000 and
500,000, respectively, subject to any adjustments as provided for therein.

(2) Represents shares  of common stock issuable  upon  the exercise of non-
qualified employee stock options issued outside of the Plans to both Samuel
J. Furrow, Jr., Chief Executive Officer, for an aggregate of 250,000 shares
(the  "Furrow  Non-Qualified  Stock  Options"  and Patricia Anderson-Lasko,
President, for an aggregate  of 400,000 shares (the "Anderson Non-Qualified
Stock Options").

(3) Pursuant to Rule 457(c) and  (h),  the  proposed Maximum Offering Price
per share and  the proposed Maximum Aggregate Offering Price  for 1,077,436
of  the  shares  are  estimated  solely  for  purposes  of  calculating the
registration fee and is based upon the average high and  low prices for the
Registrant's common stock of $3.43 per share  on the NASDAQ National Market
for January 15, 2003.

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 I
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.  Plan Information.

  The Registration Statement  relates  to  the  registration  of  2,150,000
shares of common stock,  par value $0.10 per share, of the Registrant to be
offered or sold pursuant  to  the  Plans and the Furrow Non-Qualified Stock
Options  and  the  Anderson  Non-Qualified  Stock Options.    The documents
containing information specified in the instructions to part I of  Form S-8
will be sent  or  given  to  the  employees participating in the  Plans and
non-qualified stock options as specified by Rule 428(b)(1) of  Regulation C
under the Securuties Act of 1933, as amended (the "Securities Act").  Those
documents   and   the   documents  incorporated   by  reference  into  this
Registration Statement pursuant  to  Item 3 of Part II of this Registration
Statement,  taken  together,  constitute   a   prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

Item 2.  Registration Information and Annual Information.

  The Registrant shall provide a written statement to  participants in the
Plans and non-qualified stock options advising them of  the  availability,
without charge, upon written or oral request,of the documents incorporated
by reference  in  Item 3  of  Part II  of this Registration Statement, the
documents  which  are  incorporated  by  reference into  the Section 10(a)
Prospectus, and the documents required to be delivered to them pursuant to
Rule 428(b) of Regulation C under the Securities Act.   The address, title
of the individual or department, and telephone number to which the request
is to be directed shall be provided to participants.

                              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
    December 1, 2001;

(b) The Company's Quarterly Report  on  Form  10-Q  for  the  quarter ended
    August 31,2002;

(c) The Company's Current Report on Form 8-K dated July 26, 2002;

(d) The Company's Quarterly Report on Form 10-Q for the quarter (as amended
    by Form 10-Q/A) ended June 1, 2002;

(e) The Company's Quarterly Report on Form 10-Q for the quarter ended March
    2, 2002; and

<PAGE>

(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

     Not applicable.

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 person'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.

<PAGE>

     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.

<PAGE>

(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.

                               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 Commerce,
State of California, on the  9th day of January, 2003.

                                        INNOVO GROUP INC.


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

<PAGE>


                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears  below  constitutes  and  appoints Samuel J. Furrow, Jr.  and
Patricia Anderson-Lasko 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 January 9, 2003,
by the  following  persons  in  the  capacities  and  on  the  dates
indicated.

                             SIGNATURES

    Pursuant  to  the  requirements  of  Section 13 or 15(d) of  the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

/s/ Samuel J. Furrow, Jr.     CEO, Acting CFO,          January 9, 2003
-------------------------     Chief Operating Officer &
Samuel J. Furrow, Jr.         Director; Principal Executive
                              Financial & Accounting Officer

/s/ Patricia Anderson-Lasko   President and Director    January 9, 2003
---------------------------
Patricia Anderson-Lasko


/s/ Samuel J. Furrow          Chairman of the Board,    January 9, 2003
--------------------          Director
Samuel J. Furrow

/s/ Marc B. Crossman          Director                  January 9, 2003
--------------------
Marc B. Crossman

/s/ Daniel Page               Director                  January 9, 2003
---------------
Daniel Page


/s/ Dr. John Looney           Director                  January 9, 2003
-------------------
Dr. John Looney



<PAGE>

                          EXHIBIT INDEX


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

Exhibit 4.1    2000 Employee Stock Incentive Plan*

Exhibit 4.2    2000 Director Stock Incentive Plan**

Exhibit 5      Opinion of Sims Moss Kline & Davis LLP

Exhibit 23.1   Consent of Ernst & Young LLP

Exhibit 23.2   Consent of BDO Seidman, LLP

Exhibit 23.3   Consent of Sims Moss Kline & Davis LLP (included in
               Exhibit 5)

Exhibit 24     Power of Attorney (included on signature page)

Exhibit 10.85  Non-Qualified Stock Option between Samuel J. Furrow
               and Innovo Group Inc., dated June 5, 2001.

Exhibit 10.86  Non-Qualified Stock Option between Patricia Anderson-
               Lasko and Innovo Group Inc., dated June 5, 2001.

Exhibit 10.87  Non-Qualified Stock Option between Samuel J. Furrow
               and Innovo Group Inc., dated December 11, 2002

Exhibit 10.88  Non-Qualified Stock Option between Patricia Anderson-
               Lasko and Innovo Group Inc., dated December 11, 2002



*   Incorporated by reference from Attachment D to the Company's
    Definitive Proxy Statement filed on Schedule 14A filed with the
    Commission on September 19, 2000 [SEC File No. 000-18926].

**  Incorporated by reference from Attachment E to the Company's
    Definitive Proxy Statement filed on Schedule 14A filed with the
    Commission on September 19, 2000 [SEC File No. 000-18926].
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "INNO FORM S-8", "secsgml_size_bytes": 19356}]
{"company-data": {"conformed-name": "INNOVO GROUP INC", "cik": "0000844143", "assigned-sic": "2390", "irs-number": "112928178", "state-of-incorporation": "TN", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102580", "film-number": "03518185"}, "business-address": {"street1": "2633 KINGSTON PIKE STE 100", "city": "KNOXVILLE", "state": "TN", "zip": "37919", "phone": "8655461110"}, "mail-address": {"street1": "2633 KINGSTON PIKE STE 100", "city": "KNOXVILLE", "state": "TN", "zip": "37919"}, "former-company": {"former-conformed-name": "ELORAC CORP", "date-changed": "19901009"}}
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)

                    5900 S. Eastern Ave., Suite 104
                           Commerce, CA 90040
            (Address of Principal Executive Offices)(Zip Code)

                 2000 Employee Stock Incentive Plan;
                 2000 Director Stock Incentive Plan;
		   Furrow Non-Qualified Stock Options; and
                Anderson Non-Qualified Stock Options
                     (Full titles of the plans)

                         Samuel J. Furrow, Jr.
                        Chief Executive Officer

                            Innovo Group Inc.
                      5900 S. Eastern Ave., Suite 104
                           Commerce, CA 90040
                 (Name and address of agent for service)

                             With copies to:
                          Gilbert H. Davis, Esq.
                       Sims Moss Kline & Davis LLP
                     Three Ravina Drive, Suite 1700
                           Atlanta, Georgia 30346
                              (770) 481-7200

                              (323) 725-5516
         (Telephone number, including area code, of agent for service)

                               Proposed      Proposed
   Title of                    Maximum       Maximum
  Securities                   Offering     Aggregate      Amount of
    To Be       Amount To Be     Price      Offering      Registration
  Registered     Registered   Per Share      Price             Fee

  Common Stock   76,923 (1)	   $0.39      $   30,000      $  2.76
  $0.10 per     345,641 (1)	   $1.00      $  345,641      $ 31.80
  share	    450,000 (2)	   $1.25      $  562,500      $ 51.75
		    200,000 (2)      $2.40      $  480,000      $ 44.16
              1,077,436 (1)(3)   $3.43      $3,695,605      $340.00
CALCULATION OF REGISTRATION FEE

(1)  Represents the number of shares of Common Stock available for issuance
pursuant to current grants under  both the  Innovo Group Inc. 2000 Employee
Stock Incentive Plan, as amended (the "Employee Plan") and the Innovo Group
Inc.  2000 Director Stock Incentive Plan,  as  amended (the "Director Plan"
and collectively, the "Plans"). The aggregate numbers  of  shares available
for issuance under the Employee Plan  and  Director Plan  are 1,000,000 and
500,000, respectively, subject to any adjustments as provided for therein.

(2) Represents shares  of common stock issuable  upon  the exercise of non-
qualified employee stock options issued outside of the Plans to both Samuel
J. Furrow, Jr., Chief Executive Officer, for an aggregate of 250,000 shares
(the  "Furrow  Non-Qualified  Stock  Options"  and Patricia Anderson-Lasko,
President, for an aggregate  of 400,000 shares (the "Anderson Non-Qualified
Stock Options").

(3) Pursuant to Rule 457(c) and  (h),  the  proposed Maximum Offering Price
per share and  the proposed Maximum Aggregate Offering Price  for 1,077,436
of  the  shares  are  estimated  solely  for  purposes  of  calculating the
registration fee and is based upon the average high and  low prices for the
Registrant's common stock of $3.43 per share  on the NASDAQ National Market
for January 15, 2003.

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 I
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.  Plan Information.

  The Registration Statement  relates  to  the  registration  of  2,150,000
shares of common stock,  par value $0.10 per share, of the Registrant to be
offered or sold pursuant  to  the  Plans and the Furrow Non-Qualified Stock
Options  and  the  Anderson  Non-Qualified  Stock Options.    The documents
containing information specified in the instructions to part I of  Form S-8
will be sent  or  given  to  the  employees participating in the  Plans and
non-qualified stock options as specified by Rule 428(b)(1) of  Regulation C
under the Securuties Act of 1933, as amended (the "Securities Act").  Those
documents   and   the   documents  incorporated   by  reference  into  this
Registration Statement pursuant  to  Item 3 of Part II of this Registration
Statement,  taken  together,  constitute   a   prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

Item 2.  Registration Information and Annual Information.

  The Registrant shall provide a written statement to  participants in the
Plans and non-qualified stock options advising them of  the  availability,
without charge, upon written or oral request,of the documents incorporated
by reference  in  Item 3  of  Part II  of this Registration Statement, the
documents  which  are  incorporated  by  reference into  the Section 10(a)
Prospectus, and the documents required to be delivered to them pursuant to
Rule 428(b) of Regulation C under the Securities Act.   The address, title
of the individual or department, and telephone number to which the request
is to be directed shall be provided to participants.

                              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
    December 1, 2001;

(b) The Company's Quarterly Report  on  Form  10-Q  for  the  quarter ended
    August 31,2002;

(c) The Company's Current Report on Form 8-K dated July 26, 2002;

(d) The Company's Quarterly Report on Form 10-Q for the quarter (as amended
    by Form 10-Q/A) ended June 1, 2002;

(e) The Company's Quarterly Report on Form 10-Q for the quarter ended March
    2, 2002; 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

     Not applicable.

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 person'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.

                               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 Commerce,
State of California, on the  9th day of January, 2003.

                                        INNOVO GROUP INC.

                                        By: /s/ Samuel J. Furrow, Jr.
                                            -------------------------
                                            Samuel J. Furrow, Sr.
                                            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, Jr.  and
Patricia Anderson-Lasko 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 January 9, 2003,
by the  following  persons  in  the  capacities  and  on  the  dates
indicated.

                             SIGNATURES

    Pursuant  to  the  requirements  of  Section 13 or 15(d) of  the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

/s/ Samuel J. Furrow, Jr.     CEO, Acting CFO,          January 9, 2003
-------------------------     Chief Operating Officer &
Samuel J. Furrow, Jr.         Director; Principal Executive
                              Financial & Accounting Officer

/s/ Patricia Anderson-Lasko   President and Director    January 9, 2003
---------------------------
Patricia Anderson-Lasko

/s/ Samuel J. Furrow          Chairman of the Board,    January 9, 2003
--------------------          Director
Samuel J. Furrow

/s/ Marc B. Crossman          Director                  January 9, 2003
--------------------
Marc B. Crossman

/s/ Daniel Page               Director                  January 9, 2003
---------------
Daniel Page

/s/ Dr. John Looney           Director                  January 9, 2003
-------------------
Dr. John Looney
EXHIBIT INDEX

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

Exhibit 4.1    2000 Employee Stock Incentive Plan*

Exhibit 4.2    2000 Director Stock Incentive Plan**

Exhibit 5      Opinion of Sims Moss Kline & Davis LLP

Exhibit 23.1   Consent of Ernst & Young LLP

Exhibit 23.2   Consent of BDO Seidman, LLP

Exhibit 23.3   Consent of Sims Moss Kline & Davis LLP (included in
               Exhibit 5)

Exhibit 24     Power of Attorney (included on signature page)

Exhibit 10.85  Non-Qualified Stock Option between Samuel J. Furrow
               and Innovo Group Inc., dated June 5, 2001.

Exhibit 10.86  Non-Qualified Stock Option between Patricia Anderson-
               Lasko and Innovo Group Inc., dated June 5, 2001.

Exhibit 10.87  Non-Qualified Stock Option between Samuel J. Furrow
               and Innovo Group Inc., dated December 11, 2002

Exhibit 10.88  Non-Qualified Stock Option between Patricia Anderson-
               Lasko and Innovo Group Inc., dated December 11, 2002

*   Incorporated by reference from Attachment D to the Company's
    Definitive Proxy Statement filed on Schedule 14A filed with the
    Commission on September 19, 2000 [SEC File No. 000-18926].

**  Incorporated by reference from Attachment E to the Company's
    Definitive Proxy Statement filed on Schedule 14A filed with the
    Commission on September 19, 2000 [SEC File No. 000-18926].