SCHEDULE R14A INFORMATION

   Proxy Statement Pursuant to Section 14(a) of the Securities
                            Exchange
                           Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[   ]     Preliminary Proxy Statement

[   ]     Confidential, for Use of the Commission Only (as
          permitted by Rule 14a-6(e)(2))

[ X ]     Definitive Proxy Statement

[   ]     Definitive Additional Materials

[   ]     Soliciting Material under Rule 240.14a-12

                        INNOVO GROUP INC.

        (Name of Registrant as Specified In Its Charter)



  (Name of Person(s) Filing Proxy Statement, if other than the
                           Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]     No fee required.

[   ]     Fee computed on table below per Exchange Act Rules 14a-
          6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction
          applies:



     (2)  Aggregate number of securities to which transaction
          applies:



     (3)  Per unit price or other underlying value of transaction
          computed pursuant to Exchange Act Rule 0-11 (set forth
          the amount on which the filing fee is calculated and
          state how it was determined):



     (4)  Proposed maximum aggregate value of transaction:



     (5)  Total fee paid:




[   ]     Fee paid previously with preliminary materials.

[   ]     Check box if any part of the fee is offset as provided
          by Exchange Act Rule 0-11(a)(2) and identify the filing
          for  which the  offsetting  fee  was  paid  previously.
          Identify the previous filing by registration statement
          number, or the Form or Schedule and the date of its
          filing.



     (1)  Amount previously paid:




     (2)  Form, Schedule or Registration Statement No.:



     (3)  Filing Party:



     (4)  Date Filed:



                        INNOVO GROUP INC.
                 5900 S. Eastern Ave., Suite 104
                   Commerce, California 90040
                         (323) 725-5516


                         April 21, 2003

Dear Stockholder:

     You  are  cordially invited to attend the Annual Meeting  of
Stockholders  (the "Annual Meeting") of Innovo  Group  Inc.  (the
"Company"),  which  will be held at The Wyndham  Commerce  Hotel,
5757  Telegraph Road, Commerce, CA 90040, (near Los Angeles, CA),
on  Thursday,  May  22,  2003.  The  Annual  Meeting  will  begin
promptly at 10:00 a.m. local time.

     The  accompanying Notice and Proxy Statement, which you  are
urged  to read carefully, provide important information regarding
the business to be conducted at the Annual Meeting.

     Your  Board of Directors recommends a vote "FOR" all of  the
proposals and nominees.

     You  are  requested to complete, date and sign the  enclosed
proxy  card  and  promptly return it in  the  enclosed  envelope,
whether or not you plan to attend the Annual Meeting.  If you  do
attend  the  meeting, you may vote in person  even  if  you  have
submitted  a proxy card. REGARDLESS OF THE NUMBER OF  SHARES  YOU
OWN  OR  WHETHER  YOU PLAN TO ATTEND THE ANNUAL  MEETING,  IT  IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED.  If you hold
your shares in "street name" (that is, through a bank, broker  or
other  nominee),  please  review the instructions  on  the  proxy
forwarded  by  your bank, broker or other nominee  regarding  the
option, if any, to vote on the Internet or by telephone.  If  you
plan to attend the meeting in person, please remember to bring  a
form  of personal identification with you and, if you are  acting
as   a  proxy  for  another  stockholder,  please  bring  written
confirmation  from  the record owner that you  are  acting  as  a
proxy.

     On  behalf of the Board of Directors, I thank you  for  your
support and continued interest in the Company.


                              Sincerely,



                              Samuel J. Furrow
                              Chairman




                        INNOVO GROUP INC.
                 5900 S. Eastern Ave., Suite 104
                   Commerce, California 90040
                         (323) 725-5516

            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
              TO BE HELD ON THURSDAY, MAY 22, 2003

     NOTICE  IS  HEREBY  GIVEN that the 2003  Annual  Meeting  of
Stockholders  (the "Annual Meeting") of Innovo  Group  Inc.  (the
"Company")  will  be held Thursday, May 22, 2003  at  10:00  a.m.
(local time) at The Wyndham Commerce Hotel, 5757 Telegraph  Road,
Commerce,  CA  90040,  to  consider and act  upon  the  following
proposals:

     1.    To  elect  seven directors to serve on  the  Board  of
Directors until the 2004 annual meeting of stockholders and until
their respective successors are elected and qualified;

     2.    To approve and  ratify  the  issuance  of  options  to
purchase up to 750,000 shares  of Common Stock    granted to  the
Company's CEO and the Company's President; and

     3.    To ratify the appointment of Ernst & Young, LLP as the
Company's  independent  auditors  for  the  fiscal  year   ending
November 30, 2003;

     4.    To  transact such other business as may properly  come
before the Annual Meeting or any adjournments thereof.

     Only stockholders of  record of the Company at the close  of
business on April 17, 2002  are entitled to notice of and to vote
at the Annual Meeting or any adjournments thereof.  A list of the
Company's  stockholders entitled to vote at  the  Annual  Meeting
will  be  open  to  the  examination of any stockholder  for  any
purpose germane to the meeting during ordinary business hours for
a  period  of ten days before the Annual Meeting at the Company's
offices.

     All  stockholders are cordially invited to attend the Annual
Meeting in person.  However, to ensure your representation at the
Annual  Meeting,  you  are urged to mark,  sign  and  return  the
enclosed  proxy  as promptly as possible in the  postage  prepaid
envelope  enclosed  for that purpose.  Any stockholder  attending
the  Annual Meeting may vote in person even though he or she  has
returned a proxy.

                              By Order of the Board of Directors

                              Samuel J. Furrow
                              Chairman
                              Los Angeles, CA
                              April 21, 2003

IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU
ARE  REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING  PROXY
AS  PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED  ENVELOPE.
FOR   SPECIFIC  INSTRUCTIONS  ON  VOTING,  PLEASE  REFER  TO  THE
INSTRUCTIONS  ON THE PROXY OR THE INFORMATION FORWARDED  BY  YOUR
BROKER,  BANK OR OTHER HOLDER OF RECORD.  EVEN IF YOU HAVE  VOTED
YOUR  PROXY,  YOU  MAY STILL VOTE IN PERSON  IF  YOU  ATTEND  THE
MEETING.  PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE  HELD  OF
RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN
PERSON AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER, BANK  OR
OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.



                        INNOVO GROUP INC.
                 5900 S. Eastern Ave. Suite 104
                   Commerce, California 90040

                         PROXY STATEMENT

          ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
                     THURSDAY, MAY 22, 2003


INTRODUCTION

     This  Proxy Statement and the accompanying Notice of  Annual
Meeting and Proxy Card are being furnished, on or about April 21,
2003, to the stockholders of Innovo Group Inc. (the "Company") in
connection  with  the solicitation of proxies  by  the  Board  of
Directors  of  the Company to be used at the 2003 Annual  Meeting
of  Stockholders of the Company (the "Annual Meeting") to be held
on  Thursday, May 22, 2003 at 10:00 a.m. (local time) The Wyndham
Commerce Hotel, 5757 Telegraph Road, Commerce, CA  90040, and any
adjournment  thereof.  The Company's 2002  Annual  Report,  which
includes its consolidated financial statements and is not part of
the  proxy solicitation material, is being mailed with this Proxy
Statement.

     At  the  Annual Meeting, the holders of the Company's Common
Stock  (the  "Common Stock") will vote upon: (a) the election  of
seven  directors to serve until the Company's 2004 annual meeting
of stockholders and until their respective successors are elected
and qualified; (b) the approval and ratification of the  issuance
of options to purchase an aggergrate of 750,000  shares   of  the
Company's  common  stock to each of the Company's Chief Executive
Officer,  and   the   Company's  President  (the  "Option   Grant
Proposal");  (c)  the ratification  of  the appointment  of Ernst
& Young,  LLP  as  the Company's  independent  auditors  for  the
fiscal year ending November  30, 2003; and (d) such other matters
as may properly come before the Annual Meeting or any adjournment
or postponement thereof.

     A  proxy  for  use at the Annual Meeting is  enclosed.   Any
stockholder who executes and delivers such proxy has the right to
revoke it at any time before it is exercised.  The presence of  a
stockholder  at the Annual Meeting will not automatically  revoke
such  stockholder's proxy.  Stockholders may, however,  revoke  a
proxy  at  any  time  prior to its exercise by  filing  with  the
Secretary  of  the  Company a written notice  of  revocation,  by
delivering to the Company a duly executed proxy bearing  a  later
date or by attending the Annual Meeting and voting in person.

     Subject to such revocation, if the enclosed form of proxy is
properly executed and returned to the Company in time to be voted
at  the  Annual Meeting, the shares represented thereby  will  be
voted  in  accordance  with  the  instructions  thereon.   If  no
instruction is specified with respect to a written matter  to  be
acted  upon, shares represented by the proxy  will be voted:  (a)
"FOR"  election  of  the Board of Director's seven  nominees  for
director; (b) "FOR" the Option Grant Proposal; and (c) "FOR"  the
ratification  of  the appointment of Ernst &  Young  LLP  as  the
Company's independent auditors.

     If  any other matters are properly brought before the Annual
Meeting,  proxies will be voted in the discretion  of  the  proxy
holders.   The  Company is not aware of any other matters  to  be
presented at its Annual Meeting.



     The cost of preparing, assembling, printing and mailing this
Proxy  Statement  and  the material used in the  Solicitation  of
Proxies   will  be  borne  entirely  by  the  Company.    It   is
contemplated  that  the proxies will be solicited  by  mail,  but
directors,  officers and regular employees  of  the  Company  may
solicit  proxies  personally,  without  extra  remuneration,   by
personal  interviews,  telephone, telegraph  or  otherwise.   The
Company  will  request  persons, firms and  corporations  holding
shares in their name or in the names of their nominees, which are
beneficially  owned  by others, to send proxy  materials  to  and
obtain proxies from the beneficial owners and will reimburse  the
holders for their reasonable expenses in doing so.

VOTING SECURITIES

     The  securities that may be voted at the Annual Meeting  are
the Company's shares of Common Stock.  Each outstanding share  of
Common Stock entitles its owner to one vote on each matter as  to
which  a  vote is taken at the Annual Meeting. Holders of  Common
Stock  do  not  have  cumulative voting  rights.   The  close  of
business  on  April  17,  2003 has been fixed  by  the  Board  of
Directors   as   the   record  date  (the  "Record   Date")   for
determination of stockholders entitled to notice of and  to  vote
at  the Annual Meeting.  On the Record Date, it is expected  that
approximately   15,129,764  shares  of  Common  Stock   will   be
outstanding and entitled to vote.  The presence, in person or  by
proxy,  of  the holders of record of at least a majority  of  the
shares  of  Common Stock issued and outstanding and  entitled  to
vote  on the Record Date is necessary to constitute a quorum  for
the transaction of business at the Annual Meeting.

     A  plurality  of  the votes duly cast by holders  of  Common
Stock  is  required for the election of the directors.  That  is,
the  nominees  receiving the greatest number  of  votes  will  be
elected.

     Approval  and  ratification  of the  Option  Grant  Proposal
requires  the  affirmative vote of a majority of the  votes  duly
cast by holders of Common Stock.

     Ratification of the appointment of Ernst & Young, LLP as the
Company's  independent  auditors  for  the  fiscal  year   ending
November 30, 2003 requires the affirmative vote of a majority  of
the votes duly cast by holders of Common Stock.

     Unless   otherwise   required  by  law  or   the   Company's
Certificate  of  Incorporation  or  the  Company's  Amended   and
Restated  Bylaws  (the  "Bylaws"), any  other  matter  put  to  a
stockholder  vote will be decided by the affirmative  vote  of  a
majority of the votes duly cast by holders of Common Stock.

     Abstentions and broker non-votes will be counted as  present
for  the  purpose of determining if a quorum is present.   Broker
non-votes  occur when a nominee holding shares for  a  beneficial
owner  does  not vote on a particular matter because the  nominee
does  not  have discretionary voting power with respect  to  that
matter  and  has  not received instructions from  the  beneficial
owner.

     In  connection  with the election of the director  nominees,
the  approval  of the Option Grant Proposal, the ratification  of
the   appointment  of  Ernst  &  Young,  LLP  as  the   Company's
independent auditors for the fiscal year ending November 30, 2003
and  the  adoption of all other proposals that may properly  come
before the Annual Meeting, abstentions and broker non-votes  will
not  be  deemed "votes cast" and accordingly will  not  have  the
effect of votes in opposition.



NO APPRAISAL RIGHTS

     Under the General Corporation Law of the State of Delaware,
stockholders of the Company do not have appraisal rights in
connection with any of the proposals upon which a vote is
scheduled to be taken at the Annual Meeting.

THE  BOARD  OF  DIRECTORS RECOMMENDS THAT STOCKHOLDERS  VOTE  FOR
APPROVAL OF THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT.



          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following table provides information as  of  March  25,
2003  concerning beneficial ownership of Common Stock by (1) each
person  or entity known by the Company to beneficially  own  more
than  5%  of the outstanding Common Stock, (2) each Director  and
nominee for election as a Director of the Company, (3) each Named
Executive  Officer, and (4) all Directors and executive  officers
of  the  Company  as a group.  The information as  to  beneficial
ownership  has  been  furnished by the  respective  stockholders,
Directors  and  executive officers of the  Company,  and,  unless
otherwise  indicated, each of the stockholders  has  sole  voting
and  investment  power  with respect to the  shares  beneficially
owned.




                                    Shares of Common Stock Beneficially
       Name and                                    Owned (1)
       Offices                      Number                      Percent
                                                            
 Samuel J.(Sam) Furrow              3,338,293 (2)(9)            21.28%
 Chairman and Director

 Hubert Guez                        6,337,537 (3)              34.82%
 5804 E. Slauson Avenue
 Commerce, California 90040

 Patricia Anderson                    683,146 (4)               4.46%
 President and Director

 Daniel A. (Dan) Page                 353,251 (5)(9)            2.36%
 Director

 Samuel J. (Jay) Furrow, Jr.        1,713,158 (6)               10.69%
 CEO, COO and Director

 Marc B. Crossman                     241,975 (7)(9)            1.60%
 Chief Financial Officer
 and Director

 John G. Looney, MD                   185,641 (8)(9)            1.24%
 Director

 Joseph Mizrachi                    2,738,500 (10)             15.75%
 7700 Congress Avenue, Ste. 3106
 Boca  Raton, Florida 33487

 Joe Dahan                            632,990 (11)              4.20%
 President of Joe's Jeans, Inc.

 Seymour Braun                      3,312,500 (12)            20.20%
 Braun & Goldberg
 110  East  59th  St,
 Suite 3201
 New York, NY 10022

 Suhail Rizvi                              --                     --
 Director

 All Executive Officers             7,265,464                 40.95%
 and Directors as a Group  (2)(4)(5)(6)(7)(8)(9)(11)
 (8 persons)

 ________________
 * Less than 1%




     (1)  Pursuant  to  the rules of the Securities and  Exchange
          Commission ("SEC"), certain shares of the Company's Common Stock
          that a beneficial owner set forth in this table has a right to
          acquire within 60 days of the date hereof pursuant to the
          exercise of options or warrants for the purchase of shares of
          Common Stock are deemed to be outstanding for the purpose of
          computing the percentage ownership of that owner but are not
          deemed outstanding for the purpose of computing percentage
          ownership of any other beneficial owner shown in the table.
          Percentages are calculated based on 14,901,264 shares outstanding
          as of March 25, 2003.

               The address for the officers and Directors is the
          corporate office of the Company located at 5900 S.
          Eastern Ave., Suite 124 Commerce, California, 90040.

     (2)  Includes 10,000 shares subject to currently exercisable
          options with an exercise price of $1.00 per share expiring in
          April 2022 and 750,000 shares subject to exercisable warrants
          with a 3-year term expiring October 2003 and an exercise price of
          $2.10 per share.

     (3)  Includes 650,000 shares solely owned by Azteca Productions
          International, Inc., 23,900 shares owned solely by Hubert Guez,
          250,000 shares and currently exercisable warrants aggregating
          500,000 shares which have an exercise price of $2.10 per share
          and an expiration date of October 29, 2003 and are owned solely
          by SHD Investments, LLC, of which Mr. Guez's brother is the
          manager, 1,863,637 shares and currently exercisable warrants
          aggregating 1,000,000 shares which have an exercise price of
          $2.10 per share and an expiration date of October 29, 2003 and
          currently exercisable warrants aggregating 300,000 shares which
          have an exercise price of $2.10 per share and an expiration date
          of October 1, 2005 and are owned solely by Commerce Investment
          Group, LLC, 250,000 shares and currently exercisable warrants
          aggregating 250,000 shares which have an exercise price of $2.10
          per share and an expiration date of October 29, 2003 and are
          owned solely by the Griffin James Aron Guez Irrevocable Trust
          dated September 13, 1996, currently exercisable warrants
          aggregating 250,000 shares which have an exercise price of $2.10
          per share and an expiration date of October 29, 2003 and are
          owned solely by the Stephan Avner Felix Guez Irrevocable Trust
          dated September 13, 1996, currently exercisable warrants
          aggregating 1,000,000 shares which have an exercise price of
          $2.10 per share and an expiration date of October 29, 2003 and
          are owned solely by Integrated Apparel, LLC. All parties listed
          herein are members of a "group" for the purposes of Section 13(d)
          of the Exchange Act and with the exception of the 23,900 shares
          owned solely by Mr. Guez, Mr. Guez disclaims beneficial ownership
          of all securities described herein .

     (4)  Includes 100,000 shares subject to currently exercisable
          options with an exercise price of $2.40 per share and a 5-year
          term expiring in December 2007 and 300,000 shares subject to
          exercisable options pursuant to a 400,000 option grant of
          nonqualified options made in June 2001 with an exercise price of
          $1.25 per share and expiring June 5, 2005; also includes 250,000
          shares purchased by Ms. Anderson pursuant to the 1997 Stock
          Purchase Right Award, awarded to her in February 1997.  Under the
          terms of the 1997 Stock Purchase Right Award, Ms. Anderson
          was permitted to, and elected to, pay for the purchase of the
          250,000 shares (the "1997 Award Shares")by the execution of a
          non-recourse note (the "Note") to the Company for the exercise
          price of $2.8125 per share ($703,125) in the aggregate.  The Note
          was originally due without interest on April 30, 2002, and has been
          extended to April 30, 2005, and is collateralized by the 1997 Award
          Shares purchased therewith.  Ms. Anderson may pay or prepay
          (without penalty) all or any part of the Note by (i) the payment of
          cash, or (ii) the delivery to the Company of other shares of Common
          Stock (other than the 1997 Award Shares) that Ms. Anderson has owned
          for a period of at least six months, which shares would be credited
          against the Note on the basis of the closing bid price for the Common
          Stock on the date of delivery. The 1997 Award Shares will be forfeited
          and returned (at the rate of one shares per $2.8125) to the Company
          to the extent the Note is not paid on or before its maturity;
          accordingly, the number of shares owned by Ms. Anderson
          could decrease in the future.



     (5)  Includes  10,000 shares subject to exercisable  options
          at  an  exercise price of $1.00 per share and  expiring
          April 2022.

     (6)  Includes    100,000   shares   subject   to   currently
          exercisable options with an exercise price of $2.40 per
          share and  a  5-year  term  expiring in  December 2007;
          150,000   shares    subject    to  exercisable  options
          pursuant to  a  200,000 option  grant  of  nonqualified
          options made in  June  2001  with  an exercise price of
          $1.25  per  share and  expiring June  5, 2005;  100,000
          shares subject to currently  exercisable  options  with
          an exercise price of $4.75 expiring  in February  2004;
          25,000   shares   subject   to   currently  exercisable
          options with an  exercise  price  of  $3.31  per  share
          expiring  in  July  2003,  and 750,000  shares  subject
          to  currently  exercisable warrants  with  an  exercise
          price of $2.10 per share and a 3-year term expiring  in
          October 2003.

     (7)  Includes    100,000   shares   subject   to   currently
          exercisable options with an exercise price of $4.75 per
          share and expiring February 2004, 10,000 shares subject
          to currently exercisable options with an exercise price
          of  $1.00  per  share  and expiring  April  2022.  Also
          includes 83,334 shares subject to currently exercisable
          options which are exercisable within the next 60  days,
          and  are a part of a 1,000,000 share option grant dated
          March  25,  2003 that vests over a 24 month period  and
          has  an  exercise  price  of $2.86  per  share  and  an
          expiration date of March 2023

     (8)  Includes 10,000 shares subject to currently exercisable
          options  with an exercise price of $1.00 per share  and
          expiring in February 2022.

     (9)  Includes  25,641 shares subject to exercisable  20-year
          term  options with an exercise price of $0.39 per share
          granted   under  the  Company's  2000  Director   Stock
          Incentive  Plan in lieu of cash directors'  fees.   See
          "Director   Compensation  and   2000   Director   Stock
          Incentive Plan" below.

     (10) Includes  1,497,500  shares of common  stock  (includes
          10,000  shares  of Common Stock owned by  the  wife  of
          Joseph  Mizrachi, Cheryl Mizrachi through CJ Rahm,  LP)
          and  includes 1,241,000 warrants to purchase shares  of
          common  stock (including 16,000 warrants owned  by  the
          wife  of  Joseph Mizrachi, Cheryl Mizrachi  through  CJ
          Rahm,  L.P.).  This  information is based  solely  upon
          information set forth in a Schedule 13D filed with  the
          Securities and Exchange Commission, dated  November 30,
          2000 and  may include some shares and warrants owned by
          Innovation, LLC (see footnote 12 below); currently,  it
          is unclear as to the exact amount in question.

          (11)       Includes  500,000 shares  as  to  which  Mr.
          Dahan,  President  of the Joes Jeans, Inc.  subsidiary,
          shares  beneficial ownership and 250,000 shares subject
          to currently exercisable options with an exercise price
          of $1.00 per share and expiring in February 2005.

          (12)  Includes 1,500,000 shares of Common Stock subject
          to  currently  exercisable warrants  with  an  exercise
          price  of  $2  per  share expiring  October  31,  2003.
          Pursuant  to  a  convertible note and pledge  agreement
          dated  on  or  about November 1, 2000 ("Note")  whereby
          Yardworth  Mortgage Corp. ("Yardworth")  loaned  Joseph
          Mizrachi  ("Mizrachi") $1,500,000,  Yardworth  had  the
          right  to  convert  the outstanding Note  into  an  85%
          membership  interest  in Innovation,  LLC,  a  Delaware
          limited  liability company ("Innovation"), wholly-owned
          by  Mizrachi. Innovation owns 1,812,500 shares  of  the
          Company and 1,500,000 shares of Common Stock subject to
          currently  exercisable warrants with an exercise  price
          of  $2 per share expiring October 31, 2003. Yardworth's
          85%  membership interest in Innovation equals 1,540,625
          shares  of  the Company and 1,275,000 shares of  common
          stock  subject  to  currently exercisable  warrants  to
          purchase  shares of the Company.  On February 6,  2003,
          Yardworth provided written notice to Mizrachi  that  it
          was   converting  the  Note  into  the  85%  membership
          interest  in  Innovation effective February  21,  2003.
          Yardworth has the right to vote all shares and warrants
          owned  by  Innovation.  Seymour  Braun  ("Braun"),   an
          attorney  located at 110 East 59th Street, Suite  3201,
          New  York, NY 10022, is the sole trustee of Praha Trust
          ("Praha"), a trust organized under the laws of  Canada,
          with  an address of 105 Penstraat, Curacao, Netherlands
          Antilles.  Praha is the beneficial owner of  Yardworth.
          Braun,  as  the  sole  trustee of  Praha  Trust,  which
          beneficially owns Yardworth, has the sole power to vote
          or   direct   the  vote  and  dispose  or  direct   the
          disposition  of  3,312,500  shares  of  common   stock,
          including   1,500,00  warrants  to  purchase  1,500,000
          shares  of  common  stock. This  information  is  based
          solely  upon  information set forth in a  Schedule  13D
          filed  with  the  Securities and  Exchange  Commission,
          dated  March 6, 2003.





                      ELECTION OF DIRECTORS
                          (PROPOSAL 1)

     The  Company's  Bylaws provide that the Board  of  Directors
shall  consist of not fewer than three Directors, with the  exact
number  of  Directors (subject to such minimum and any  range  of
size  established by the Company's stockholders) to be determined
by  resolution of the Board of Directors. The Board of  Directors
currently  consists of seven Directors.  At the  Annual  Meeting,
seven  Directors will be elected to serve until the  2004  annual
meeting  of  stockholders, which is expected to be  held  in  May
2004.   The  Board  of Directors' nominees for election  are  set
forth below.

     Each  of  the Company's Directors is elected at  the  annual
meeting  of stockholders and serves until the next annual meeting
and  until  a successor has been elected and qualified  or  their
earlier death, resignation or removal.  Vacancies in the Board of
Directors are filled by a majority vote of the remaining  members
of the Board of Directors.

     In connection with investments by Commerce Investment Group,
LLC  and  other investors affiliated with Hubert Guez  ("Commerce
Group")  during  August and October 2000, (as discussed  in  this
Proxy Statement under "Certain Related Party Transactions"),  the
Company  agreed  that Mr. Guez shall have the right  to  nominate
three  individuals for election to the Board.  Additionally,  one
of Mr. Guez's nominees, if elected, shall have the right to serve
on  the each of the Company's Board committees.  Mr. Guez has not
nominated  any  Board  member  at this  time.   Joseph  Mizrachi,
pursuant  to investments made in October 2000, has the  right  to
nominate  one  individual for election to the  Board,  with  this
individual  having  the  right to serve on  the  Company's  Board
committees  upon election.  Mr. Mizrachi, at this time,  has  not
nominated  a member to the Board.

     As a condition to the investment made by the Commerce Group,
the  Company amended its Bylaws to provide that from November  2,
2000 until November 1, 2003 the number of members of the Board of
Directors will be between three and twelve, with the exact number
to be designated by the Board of Directors.  The investments made
by  the  Commerce  Group  are further  discussed  in  this  Proxy
Statement under "Certain Relationships and Related Transactions."

     Unless  otherwise instructed on the proxy, properly executed
proxies will be voted for the election as Directors of all of the
nominees  set forth below.  The Board of Directors believes  that
all  such  nominees  will stand for election and  will  serve  if
elected.   However, if any of the persons nominated by the  Board
of  Directors fails to stand for election or is unable to  accept
election,  proxies  will be voted by the proxy  holders  for  the
election  of  such  other  person or  persons  as  the  Board  of
Directors  may  recommend.   Directors  will  be  elected  by   a
plurality vote.



THE  BOARD  OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION  OF
ITS NOMINEES FOR DIRECTORS.

Information with respect to Nominees for Directors and  Executive
Officers

     The  following table and biographical description sets forth
certain  information regarding the persons nominated for election
as  Directors  of  the Company as of March 25, 2003,  based  upon
information furnished to the Company by each Director.

Name                          Age       Position with the Company

Samuel J. (Sam) Furrow Sr.    61        Chairman of the Board
                                        and Director

Samuel J. (Jay) Furrow, Jr.   29        Chief Executive Officer, Chief
                                        Operating Officer and Director

Patricia   Anderson           44        President and Director

Marc  B.  Crossman            31        Chief  Financial Officer and
                                        Director

Daniel A. (Dan) Page (1)(2)   54        Director

John G. Looney, MD (1)(2)     61        Director

Suhail Rizvi (1)(2)           37        Director

____________________

(1)  Member of the audit committee of the Board of Directors
(2)   Member of the executive compensation committee of the Board
of Directors




     Following  is  information  with  respect  to  the  business
experience  for  at least the last five years and  certain  other
information  regarding each of the nominees  for  election  as  a
Director.

     Samuel  J. (Sam) Furrow became a Director in April 1998  and
the  Company's  Chairman and Chief Executive Officer  in  October
1998.  He served as Chief Executive Officer until December, 2000,
when  Ms.  Anderson resumed that position.  Mr. Furrow  has  also
been  the  Chairman of Furrow Auction Company (a real estate  and
equipment  sales  company) since April 1968, and  previously  the
Chairman  of  Furrow-Justice Machinery Corporation (a  six-branch
industrial  and  construction equipment dealer)  since  September
1983  (to whom now Mr. Furrow provides advisory services),  owner
of  Knoxville  Motor Company - Mercedes Benz since December  1980
and  of Land Rover of Knoxville and Chattanooga since July  1997.
Mr.  Furrow has been a Director of Southeastern Advertising  Inc.
(an  advertising  agency) since April 1968, a Director  of  First
American  National  Bank since September  1993,  and  of  Goody's
Family  Clothing,  Inc, a publicly traded retail  clothing  store
chain, since 1995.  Sam Furrow is Jay Furrow's father.



     Samuel  J.  (Jay)  Furrow,  Jr. became  the  Company's  Vice
President  for  Corporate  Development and  In-House  Counsel  in
August 1998 and a Director in January 1999.  Mr. Furrow served as
President  from  December 2000 until July 2002,  when  he  became
Chief  Executive  Officer.  He has also served as  the  Company's
Chief  Operating  Officer since April 1999 and its  Acting  Chief
Financial  Officer  from  August 2000 through  March  2003.   Mr.
Furrow is an attorney.  Mr. Furrow has a J.D degree from Southern
Methodist  University School of Law and has  a  B.S  degree  from
Vanderbilt University.  Jay Furrow is Sam Furrow's son.

     Patricia  Anderson has been a Director of the Company  since
August  1990,  President of the Company from August 1990  through
December 2000 and since July 2002, and President of the Company's
Innovo,  Inc. subsidiary since she founded that company in  1987.
From  August  1990 until August 1997, Ms. Anderson was  also  the
Chairman and Chief Executive Officer of the Company, and she once
again  served  as  Chief  Executive Officer  from  December  2000
through July 2002.

     Marc B. Crossman has been a Director since January 1999  and
Chief Financial Officer since March 2003.  Mr. Crossman has  also
been  a  Vice  President  and Equity  Analyst  with  J.P.  Morgan
Securities Inc., New York, New York, since January 1999, and  was
previously  a  Vice  President  and  Equity  Analyst  with   CIBC
Oppenheimer Corp. from September 1997 through January 1999 and an
Associate  and  Equity  Analyst with Dain Rauscher  Wessels  from
November 1994 through September 1997.  Mr. Crossman has extensive
experience  in  financial  analysis  and  has  been  involved  in
corporate  finance at many levels.  Mr. Crossman has a degree  in
mathematics from Vanderbilt University.

     Daniel  A.  Page  was  the chief operating  officer  of  the
Company  from  August  1997 through April 1999  and  has  been  a
Director of the Company since August 1997.  From June 1993  until
August  1997, Mr. Page was the principal operating and  executive
officer  of  Southeast Mat Company, a privately held manufacturer
of  automobile  floor  mats.  Prior  thereto  Mr.  Page  was  the
president of Tennessee Properties Company, a privately held  real
estate development company.

     John  G.  Looney, MD has been a Director since August  1999.
Dr.  Looney is a psychiatrist employed by the Duke Medical Center
since 1986.  Dr. Looney just completed a role as Medical Director
of  Peninsula  Behavioral  Health, a  multi-hospital  psychiatric
treatment  system  in  East Tennessee.  He  was  responsible  for
building  the  clinical programs of this large  enterprise.   Dr.
Looney  is  currently working with Carolinas' Medical  Center  in
Charlotte,  North  Carolina, pursuant to a contract  between  the
Duke  Medical Center and Carolinas' Medical Center.   Dr.  Looney
has  been  a  Board  of  Director member of  Covenant  Behavioral
Health,  Knoxville,  TN, since 1995. He also  participates  in  a
variety  of  venture  capital investments  independent  of  Duke,
Carolinas' Medical Center and the Company.

     Suhail R. Rizvi has been a Director since March 2003. Since
1995,  Mr.  Rizvi  has  been  the  Chairman  and  a  Director  of
Electronic Manufacturing Services, Inc., a Puerto Rico based  OEM
contract manufacturing company.  From 1991 to 1995, Mr. Rizvi was
the  founder  and principal in Suntel, Inc., a telecommunications
services  company  that later became part  of  Access  Authority,
Inc.,  a company that provided international long distance resale
services to customers in Europe and Asia. From 1986 to 1991,  Mr.
Rizvi  was a financial analyst for MIG Companies, a multi-billion
dollar investment management firm and in 1989, became a principal
in  the  firm and headed up the firm's efforts in the real estate
and  corporate  securities area.   Mr. Rizvi has  also  been  the
Chairman  and  Director for JN Industries since April  2002,  the
Chairman  and Director of R and C Technology since December  2001
and  a  Director for Doublespace Holdings since April  1999.  Mr.
Rizvi  has  a  Bachelor of Science in Economics degree  from  the
Wharton School of the University of Pennsylvania.



Other Significant Employees

     The  biographical  description of  the  Company's  executive
officers  is  provided above.  The Company deems Joe  Dahan,  the
President of Joe's Jeans, Inc., to be a "significant employee" as
defined  by Item 401 of Regulation S-K of the Securities  Act  of
1933.  Mr. Dahan's biographical information is provided below.

     Joe Dahan is the President and head designer of Joe's Jeans,
Inc.  Mr.  Dahan  is responsible for the design, development  and
marketing  of  Joe's  Jeans,  Inc.'s  products.   Prior  to   his
employment with Joe's Jeans, Inc. Mr. Dahan was the head designer
for   Azteca  Production  International,  Inc.,  where   he   was
responsible  for  the  design, development and  merchandising  of
product lines developed by Azteca Production International,  Inc.
Mr.  Dahan,  prior  to  his  employment  with  Azteca  Production
International, Inc., was engaged in the design and development of
apparel  products  for a company of which he  was  an  owner  and
operator.

            CORPORATE GOVERNANCE AND RELATED MATTERS

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors and Meetings of Directors

     The  Board  of  Directors manages the Company through  Board
meetings  and through its committees. During 2002, the  Board  of
Directors  met five times and acted by unanimous written  consent
on  seven  occasions.   No incumbent director  who  served  as  a
director  in  2002 attended less than 75% of all the meetings  of
the  Board  and  the committees on which he or she served  during
2002 except for Dan Page, who missed two Board meetings.

Compensation of Directors

     Pursuant to the Company's 2000 Director Stock Incentive Plan
(the  "2000 Director Plan"), each non-employee director  receives
annual  compensation in the form of options to buy  Common  Stock
with  a nominal initial value of $10,000.  Directors who are also
employees  of the Company receive no additional compensation  for
their services as directors. Board Members who serve on the Board
committees do not receive additional compensation for serving  on
the Board committees.  See "Equity Compensation Plan Information"
for further discussion of the 2000 Director Plan.

     Prior to the adoption of the 2000 Director Plan, the Company
customarily  issued options to a  new Board member  upon  joining
the  Board.  The Company currently issues all Board options under
the   2000   Director  Plan.   Mr.  Page  received  a  grant   of
nonqualified stock options to purchase 120,000 shares  of  Common
Stock  at  an exercise price of $3.31 per share upon  becoming  a
Director  in  August 1997. All of such options  are  vested.  Sam
Furrow received a grant of nonqualified stock options to purchase
100,000 shares of Common Stock at an exercise price of $4.75  per
share  upon  becoming  a Director in March  1998.  These  options
expired  on  March  1,  2003.  Jay Furrow  received  a  grant  of
nonqualified stock options to purchase 100,000 shares  of  Common
Stock  at  an exercise price of $4.75 per share upon  becoming  a
Director  in  February 1999. Mr. Crossman  received  a  grant  of
nonqualified stock options to purchase 100,000 shares  of  Common
Stock  at  an exercise price of $4.75 per share upon  becoming  a
Director  in  February  1999. All of such options  are  currently
vested.



Committees of the Board of Directors

     The  Board  of  Directors  has an  Audit  Committee  and  an
Executive  Compensation Committee.  The Board  does  not  have  a
nominating  committee.  The Board selects  director  nominees  to
stand for election at the annual stockholder meetings.  The Board
will    consider   stockholder   nomination(s),   provided   such
nomination(s)  are submitted in writing to the Secretary  of  the
Company  no  later  than  December 23, 2003,  together  with  the
identity  of the nominator and the number shares of the Company's
stock owned, directly and indirectly, by the nominator. The Board
also  requires  certain specified information pertaining  to  the
nominee which requirements can be obtained from the Secretary  of
the  Corporation by making a written request to  the  Company  at
5900  S.  Eastern Ave, Commerce, CA 90040.  The submission  of  a
director nomination by a stockholder does not guarantee that  the
Board  will  recommend such director nominee to the stockholder's
for  election  at  the annual meeting.  No such nominations  have
been received as of the date hereof in connection with the Annual
Meeting.

     The  Audit  Committee.   The Audit  Committee  is  primarily
responsible  for  (i) monitoring the integrity of  the  Company's
financial  reporting  process and systems  of  internal  controls
regarding   finance,  accounting,  and  legal  compliance,   (ii)
monitoring  the  independence and performance  of  the  Company's
independent auditors and internal auditing department, and  (iii)
providing  an  avenue  of  communication  among  the  independent
auditors, management, the internal auditing department,  and  the
Board  of  Directors.  The Audit Committee  has  a  charter  that
details its duties and responsibilities, which was adopted by the
Board on June 8, 2000.  A copy of the charter was filed with  the
Securities and Exchange Commission in connection with the  filing
of   our   proxy  statement  for  our  2000  annual  meeting   of
stockholders.  The current members of the Audit Committee are Dr.
Looney  and  Messrs.  Page  and  Rizvi.   Mr.  Rizvi  joined  the
Executive Compensation Committee by replacing Mr. Crossman  as  a
member  in  March  2003.  Mr. Crossman resigned  from  the  Audit
Committee  when  he  was  appointed to  be  the  Company's  Chief
Financial  Officer.  Currently, all Audit Committee  members  are
"independent" under NASDAQ listing standards.  Dan Page  was  not
considered  "independent" last year under the guidelines  because
he  had  been  a Company employee within the prior  three  years.
During  fiscal  2002, the Audit Committee met  four  times.   The
formal  report of the Audit Committee with respect to 2002 begins
on page 12 of this Proxy Statement.

     Executive    Compensation    Committee.     The    Executive
Compensation  Committee reviews and recommends  the  compensation
arrangements for management of the Company.  The current  members
of  the  Executive  Compensation Committee  are  Dr.  Looney  and
Messrs.   Page   and  Rizvi.  Mr.  Rizvi  joined  the   Executive
Compensation Committee by replacing Mr. Crossman as a  member  in
March 2003. The Executive Compensation Committee administers  the
Company's   2000   Employee   Plan.    In   carrying   out   such
responsibilities,  the Executive Compensation  Committee  reviews
the  salaries, benefits, performance, and other incentive bonuses
of  key employees as well as the general terms and conditions  of
the  other  benefit  plans.  During fiscal  2002,  the  Executive
Compensation Committee met one time.  Executive officers  of  the
Company  are  elected  on  an  annual  basis  and  serve  at  the
discretion of the Board of Directors.  The formal report  of  the
Executive  Compensation Committee with respect to 2002  executive
compensation begins on page 13 of this Proxy Statement.

REPORT OF THE AUDIT COMMITTEE

     In   accordance  with  the  written  charter  of  the  Audit
Committee, which was approved by the Board of Directors  on  June
8,  2000,  the Audit Committee assists the Board in oversight  of
the  quality  and  integrity  of the  accounting,  auditing,  and
financial  reporting practices of the Company.  In addition,  the
Audit Committee recommends to the full board the selection of the
independent auditors.

     The  Audit  Committee consists of three  directors  who  are
"Independent" for purposes of the NASDAQ listing standards.

     In  performing  its oversight function, the Audit  Committee
reviewed   and  discussed  the  audited  consolidated   financial
statements  of the Company as of and for the year ended  November
30,  2002 with management and the Company's independent auditors.
The Audit Committee also discussed with the Company's independent
auditors  all  matters  required by generally  accepted  auditing
standards,  including  those described in Statement  on  Auditing
Standards  No.  61,  "Communication  with  Audit  Committees"  as
amended by the Auditing Standards Board of the American Institute
of Certified Public Accountants, and, with and without management
present,  discussed and reviewed the results of  the  independent
auditors' examination of the financial statements.



     The Audit Committee obtained from the independent auditors a
formal written statement describing all relationships between the
independent  auditors  and the Company that  might  bear  on  the
independent  auditors' independence consistent with  Independence
Standards  Board  Standard No. 1, "Independence Discussions  with
Audit  Committees."   The  Audit  Committee  discussed  with  the
independent auditors any relationships that may have an impact on
their objectivity and independence and satisfied itself that  the
non-audit  services provided by the independent  accountants  are
compatible with maintaining its independence.

     Based  on  the  above-mentioned review and discussions  with
management  and  the  independent auditors, the  Audit  Committee
recommended to the Board of Directors that the Company's  audited
consolidated  financial statements be included in  the  Company's
Annual Report on Form 10-K for the fiscal year ended November 30,
2002 for filing with the Securities and Exchange Commission.

The Audit Committee:

JOHN G. LOONEY, MD
Daniel A. Page
Suhail R. Rizvi

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During  2002,  the Executive Compensation Committee  of  the
Board of Directors was comprised of John G. Looney, MD, Daniel A.
Page  and  Marc  B.  Crossman.  Mr. Crossman resigned  from  this
Committee  when  he  was  appointed to  be  the  Company's  Chief
Financial Officer.  Mr. Suhail R. Rizvi replaced Mr. Crossman  on
the Executive Compensation Committee.

     During  2002, no executive officer of the Company served  on
the  board  of directors or compensation committee of  any  other
entity  that  had  one or more executive officers  serving  as  a
member  of the Board or Executive Compensation Committee  of  the
Company.



REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

      As the Company's business grows, the Executive Compensation
Committee  expects to work closely with management to  design  an
executive   compensation  program  to  assist  the   Company   in
attracting and retaining needed outstanding executives and senior
management  personnel.  The  design and  implementation  of  such
program will evolve as needed, but will be based primarily on two
elements:  (i)  providing  compensation  opportunities  that  are
competitive  with competing companies of similar size;  and  (ii)
linking  executives'  compensation  with  the  Company's   or   a
division's financial performance by rewarding the achievement  of
short-term and long-term objectives of the Company.

        The   three   principal  components  of   the   executive
compensation program are expected to include annual base  salary,
short-term  incentive  compensation in the  form  of  performance
bonuses  payable  in  cash  each year,  and  long-term  incentive
compensation  in the form of stock options. The Company  has  not
previously  needed  to  attract additional  executive  management
through  its  compensation arrangement,  but  expects  have  such
requirements  in  the  near future.  Executive  officers  of  the
Company  are  elected  on  an  annual  basis  and  serve  at  the
discretion of the Board of Directors.



      Mr. Jay Furrow became Chief Executive Officer in July 2002,
succeeding  Ms. Patricia Anderson, who currently  serves  as  the
Company's President.  Prior  to  December 2002,  the annual  base
salary for  both  Mr. Furrow  and  Ms. Anderson  was $150,000 and
$200,000   respectively.    As  of  December  2002,  the   annual
compensation for both Mr.  Furrow  and Ms. Anderson was increased
to $275,000 in base  salary in  addition  to  each  receiving, in
December 2002, a stock  option  grant  of 100,000 of Common Stock
with an exercise price of $2.40 per  share expiring  in  December
2007.  Up  to  1,000,000  shares  of  Common  Stock,  subject  to
adjustment as provided in  the 2000  Employee Plan, may be issued
under the 2000 Employee Plan.  n an effort to conserve the amount
of Common Stock which can be issued under the 2000 Employee Plan,
the option grants made to  the Company's Chief Executive  Officer
and President were made outside  of  the  Company's 2000 Employee
Plan.  As such, the grant is subject to  shareholder approval(see
Proposal 2 below).

       During  fiscal 2002, the Executive Compensation  Committee
met  during the Company's Board meeting held on November 27, 2003
at which time the Executive Compensation Committee voted in favor
of  granting  the  Company's Chief Executive Officer,  Samuel  J.
Furrow, Jr. and the Company's President, Patricia Anderson each a
raise  to an annual salary of $275,000 and 100,000 options priced
at  $2.40 subject to shareholder approval.  Such compensation was
recommend by the Executive Compensation Committee and approved by
the   full  Board  of  Directors  and  was  based  on  individual
performance  and  analysis of compensation for the  positions  at
comparative  companies.

       Neither  Ms.  Anderson  nor  Mr.  Furrow  have  employment
agreements with the Company.

The Compensation Committee:

John G. Looney, MD
Daniel A. Page
Suhail R. Rizvi

       The  foregoing report of the Compensation Committee  shall
not  be deemed incorporated by reference by any general statement
incorporating  by reference the Proxy Statement into  any  filing
under  the  Securities Act of 1933, as amended, or  the  Exchange
Act, and shall not otherwise be deemed filed under such Acts.



Executive Compensation and Other Information

     Summary Compensation Table.  The following table sets  forth
the  compensation  paid  to the Chief Executive  Officer  of  the
Company during fiscal 2002 and to the other executive officer  of
the  Company  who  received  annual  compensation  in  excess  of
$100,000  during  fiscal  2002 (the "Named  Executive  Officers")
during fiscal years 2002, 2001 and 2000.



                                      Summary Compensation Table

                               Annual Compensation(1)   Long-term      Compensation
Name and                                              Other Annual      Options/
Principal Position            Year   Salary  Bonus   Compensation(2)      SARs
------------------            ----   ------  -----   --------------       ----
                                                            

Samuel J. Furrow, Jr.         2002  $160,000    --               --         --
CEO and COO                   2001   143,000    --               --      150,000
                              2000   100,000    --               --         --


Patricia Anderson       2002  $206,000    --               --         --
President                     2001   200,000    --               --      300,000
                              2000   195,000    --               --         --

Joe Dahan                     2002  $100,000    --               --         --
President, Joe's Jeans, Inc.  2001    61,538    --               --      250,000
                              2000        --    --               --         --



  (1)   No executive officer received restricted stock awards  or
     option grants during the fiscal year ending November 30, 2002;
  (2)  Does not include any royalties payable to Mr. Dahan by the
     Company for the acquisition of the licensing rights to the JD
     logo and Joe's Jeans trademark for all apparel and accessory
     products from JD Design, LLC, a company owned by Dahan.

Employment  Contracts, Termination of Employment  and  Change  in
Control
       The  Company  has entered into no employment or  severance
agreements  other than an employment agreement  with  Joe  Dahan.
The  employment  agreement with Mr. Dahan, the President  of  the
Company's Joe's Jeans, Inc. subsidiary, stipulates that Mr. Dahan
shall   receive  an  annual  salary  of  $100,000.   Mr.  Dahan's
employment agreement can be terminated by either party  by  given
60  days  written  notice prior to the anniversary  date  of  the
agreement  acknowledging either parties desire to  terminate  the
agreement.

EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth certain information about the
Common  Stock  that may be issued upon the exercise  of  options,
warrants and rights under all of the Company's compensation plans
(including  individual  compensation  arrangements)  under  which
equity  securities  of the Company are authorized  for  issuance,
which  includes the Company's 2000 Employee Stock Incentive  Plan
(the  "2000  Employee Plan") and 2000 Director Plan.   The  table
does  not include the aggregate of 200,000 shares of Common Stock
issued  to  each  of  the Company's Chief Executive  Officer  and
President in December 2002; such shares are subject  to  approval
and  ratification  of  the  option  grants  by  the  shareholders
pursuant to Proposal 2 below.




                                                                        Number of Securities
                                                                       Remaining Available For
                                                                        Future Issuance Under
                        Number of Securities to    Weighted Average      Equity Compensation
                         be Issued Upon Exercise    Exercise Price of           Plan
                          of Outstanding Options,  Outstanding Options, (excluding securities
Plan Category               Warrants and Rights    Warrants and Rights  reflected in Column (a))
-------------               -------------------    -------------------  ------------------------
                                                                       

                                     (a)                 (b)                    (c)

Equity compensation plans(1)
approved by security holders:
  2000 Employee Plan               280,000              $1.00                 720,000
  2000 Director Plan               142,564              $0.67                 357,436


Equity compensation plans not
approved by security holders:
Pat Anderson(2)                    300,000              $1.25                      0

Samuel (Jay) Furrow(3)             150,000              $1.25                      0
                                   100,000              $4.75                      0
                                    25,000              $3.31                      0

Total                              997,564                                 1,077,436



(1)  See "2000 Employee Stock Incentive Plan" and "2000 Director
Stock Incentive Plan" described above.
(2)  Includes 300,000 shares subject to exercisable options
pursuant to a 400,000 option grant of nonqualified  options
made in June 2001 with an exercise price of $1.25 per share
and expiring June 5, 2005; all such options  are subject to
shareholder approval pursuant to Proposal 2 below.
(3)  Includes 150,000 shares subject to exercisable options
pursuant to a 200,000 option grant of nonqualified  options
made in June 2001 with an exercise price of $1.25 per share
expiring June 5, 2005; 100,000 shares subject to  currently
exercisable options  with  an  exercise  price of $4.75 and
expiring in February 2004; all such options are  subject to
shareholder approval  pursuant  to  Proposal 2 below.  Also
included are 25,000 shares subject to currently exercisable
options with an exercise price of  $3.31 per  shareexpiring
in July 2003 which are not subject to shareholder approval.


STOCK PLANS

2000 Employee Plan

      The 2000 Employee Plan provides for the grant of options to
officers,  employees  and consultants  of  the  Company  and  its
affiliates (an "Affiliate"). The 2000 Employee Plan continues  in
effect  until  March  2010,  unless terminated  earlier.  Options
granted  under  the  2000 Employee Plan may be either  "incentive
stock options" ("ISOs") within the meaning of Section 422 of  the
Internal  Revenue  Code  of  1986, as amended  (the  "Code"),  or
nonqualified stock options ("NQSOs").

     The  2000  Employee Plan is administered  by  the  Board  of
Directors.   The  Board of Directors has full  authority  in  its
discretion  to  determine the officers and key employees  of  the
Company or its affiliates to whom stock incentive options will be
granted  and the terms and provisions of stock incentive options,
subject  to the requirements and limitations of the 2000 Employee
Plan.   Subject to the provisions of the 2000 Employee Plan,  the
Board of Directors has full and conclusive authority to interpret
the 2000 Employee Plan; to prescribe, amend and rescind rules and
regulations relating to the 2000 Employee Plan, to determine  the
terms and provisions of the respective stock incentive agreements
and  to make all other determinations necessary or advisable  for
the proper administration of the 2000 Employee Plan.

     The 2000 Employee Plan is intended to: (a) provide incentive
to  officers and key employees of the Company and its  affiliates
to  stimulate their efforts toward the continued success  of  the
Company  and to operate and manage the business in a manner  that
will  provide for the long-term growth and profitability  of  the
Company;  (b)  encourage  stock ownership  by  officers  and  key
employees by providing them with a means to acquire a proprietary
interest  in the Company, acquire shares of stock, or to  receive
compensation which is based upon appreciation in the value of the
stock;  and  (c)  provide  means  of  obtaining,  rewarding   and
retaining key personnel and consultants.

     The  number of shares of stock as to which a stock incentive
may  be  granted will be determined by the Board of Directors  in
its  sole  discretion,  subject to the limitations  of  the  2000
Employee  Plan.  To the extent required under Section  162(m)  of
the  Code and the regulations thereunder for compensation  to  be
treated  as qualified performance based compensation, the maximum
number  of shares of stock with respect to which options  may  be
granted  during  any  one year period to any  employee  many  not
exceed 500,000.



     Stock option grants issued under the 2000 Employee Plan  may
be granted only to officers, and key employees and consultants of
the Company, or any Affiliate of the Company.  The aggregate fair
market  value  (determined as at the date an ISO is  granted)  of
stock  with respect to which stock options intended to  meet  the
requirements of the Code Section 422 become exercisable  for  the
first  time by an individual during any calendar year  under  all
plans  of  the  Company  and  its  subsidiaries  may  not  exceed
$100,000;  provided further, that if the limitation is  exceeded,
the  ISOs  which  cause the limitation to  be  exceeded  will  be
treated as NQSOs.

     The 2000 Employee Plan was adopted by the Company's Board of
Directors on March 12, 2000 and approved by stockholders  at  the
2000  annual  meeting.  Up to 1,000,000 share  of  Common  Stock,
subject to adjustment as provided in the 2000 Employee Plan,  may
be  issued  under the 2000 Employee Plan. As of March  25,  2003,
280,000 shares have been issued under the Company's 2000 Employee
Plan.   Awards  under  the 2000 Employee Plan are  discretionary.
Therefore, it is not possible to determine the benefits that will
be  received  in the future by participants in the 2000  Employee
Plan.

Federal Income Tax Consequences of Options

         The  following  is  a brief summary of  certain  Federal
income  tax  aspects  of awards of options to  Company  employees
under the 2000 Employee Plan and otherwise based upon the Federal
income  tax  laws in effect on the date hereof.  This summary  is
not  intended  to  be exhaustive and does not describe  state  or
local tax consequences.

         An  optionee  will not realize taxable income  upon  the
grant  of  an  ISO.   In addition, an optionee will  not  realize
taxable  income upon the exercise of an ISO, provided  that  such
exercise  occurs no later than three months after the  optionee's
termination of employment with the Company (one year in the event
of  a termination on account of death or disability). However, an
optionee's  alternative minimum taxable income will be  increased
by  the  amount that the fair market value of the shares acquired
upon  exercise of an ISO, generally determined as of the date  of
exercise,  exceeds  the  exercise price  of  the  option.  If  an
optionee  sells the shares of Common Stock acquired upon exercise
of  an  ISO, the tax consequences of the disposition depend  upon
whether  the  disposition  is qualifying  or  disqualifying.  The
disposition  of the shares is qualifying if made  more  than  two
years  after  the date of the ISO was granted and more  than  one
year after the date the ISO was exercised. If the disposition  of
the  shares  is qualifying, any excess of the sale price  of  the
shares  over  the exercise price of the ISO would be  treated  as
long-term capital gain taxable to the option holder at  the  time
of  the  sale.  If  the  disposition is not qualifying,  i.e.,  a
disqualifying  disposition, the optionee will recognize  ordinary
compensation  income  in an amount equal to  the  lesser  of  the
difference  between (a) the exercise price and  the  fair  market
value  of  the shares on the date of exercise or (b) the exercise
price and the sales proceeds. Any remaining gain or loss will  be
treated as a capital gain or loss. Unless an optionee engages  in
a  disqualifying disposition, the Company will not be entitled to
a  deduction  with  respect to an ISO. However,  if  an  optionee
engages  in  a  disqualifying disposition, the Company  generally
will  be  entitled to a deduction in the same amount and  at  the
same time as compensation income is taxable to the optionee.

         An  optionee  will not realize taxable income  upon  the
grant  of an NQSO. However, when the optionee exercises the NQSO,
the  difference between the exercise price of the  NQSO  and  the
fair  market  value of the shares acquired upon exercise  of  the
NQSO  on  the  date  of exercise is ordinary compensation  income
taxable  to the optionee. The Company generally will be  entitled
to  a  deduction  in  the same amount and at  the  same  time  as
compensation income is taxable to the optionee.



2000 Director Plan

     The  purpose  of  the 2000 Director Plan is  to  permit  the
granting of stock options to Directors of the Company who are not
employees  of the Company at an exercise price less  than  market
value  at the date of grant in lieu of paying Directors' fees  in
cash,   thereby  advancing  the  interests  of  the  Company   by
encouraging and enabling the acquisition of its common  stock  by
Directors  whose  judgment and ability are  relied  upon  by  the
Company   for  the  attainment  of  its  long-term   growth   and
development.  Accordingly the 2000 Director Plan is  intended  to
promote  a  close  identity of interest among  the  Company,  the
Directors, and its stockholders, as well as to provide a means to
attract  and attain well-qualified Directors.  The 2000  Director
Plan was adopted by the Company's Board of Directors on September
13,  2000  and  approved  by  stockholders  at  the  1999  annual
shareholder's meeting.

     There  are  authorized  for issuance or  delivery  upon  the
exercise of options to the be granted from time to time under the
2000 Director Plan an aggregate of 500,000, subject to adjustment
as  provided  in the 2000 Director Plan.  As of March  25,  2002,
142,564  shares  have been issued under the 2000  Director  Plan.
The   2000   Director  Plan  is  administered  by  the  Executive
Compensation Committee, which shall consist of not less than  two
Directors appointed by the Board.

      The 2000 Director Plan provides for the automatic grant  of
options  to  directors  of the Company  and  its  affiliates  and
subsidiaries (an "Affiliate") in place of director's fee  payable
in  cash.   Each non-management member of the Board of  Directors
receives annual compensation in the form of options to buy Common
Stock  with  a  nominal initial value of $10,000.  Board  Members
currently  do not receive additional compensation for serving  on
the Company's Board committees.

     Each  option has an exercise price equal to one-half of  the
market  price on the date of grant, and covers a number of shares
equal to $10,000 divided the exercise price per share. The market
price is determined as of the close of business on the day of the
Company's  Board  meeting  immediately  following  the  Company's
annual shareholder meeting.  The 2000 Director Plan will continue
in  effect  until  September  2010,  unless  terminated  earlier.
Options  granted  under the 2000 Director Plan  are  nonqualified
stock options.

     During 2002, the non-employee directors received exercisable
20-year  term options to purchase 10,000 shares with an  exercise
price  of $1.00 per share under the Company's 2000 Director  Plan
in lieu of cash directors' fees.


 Aggregated Option/SAR Exercised in 2002 and Year-end Option/SAR
                             Values

      The  following  table sets froth certain  information  with
respect  to  stock  options  exercised  by  the  Named  Executive
Officers  during  the  fiscal year ended November  30,  2002.  In
addition,  the table sets forth the number of shares  covered  by
unexercised stock options held by the Named Executive Officers as
November 30, 2002, and the value of "in-the-money" stock options,
which  represents the positive spread between the exercise  price
of  a  stock and the market price of the shares subject  to  such
option as of November 30, 2002.



                       Shares                Number of Unexercised     Value of Unexercised
                      Acquired               Options/SARs at FY-End  In-the-Money Options/SARs
                         on       Value        (#) Exercisable/           ($) Exercisable/
Name                  Exercise   Realized       Unexercisable               Unexercisable
----                  --------   --------       -------------               -------------
                                                                    

Samuel J. Furrow Jr.      0         0           275,000/0                   $202,500(1)(2)(3)

Pat Anderson              0         0           300,000/0                   $405,000(1)(2)

Joe Dahan                 0         0           250,000/0                   $400,000(1)





(1)  Based on a closing price per share of $2.60 for the Common
Stock on November 30, 2002, as reported by the Nasdaq Small Cap
Market.
(2)  Does not include a stock option grant of 100,000 shares of
Common Stock with an exercise price of $2.40 per share expiring
in December 2007 which was granted to each of Furrow and Anderson-
Lasko in December 2002; the grants are subject to shareholder
approval pursuant to Proposal 3 herein.
(3)  Does not include warrants for the purchase of up to 750,000
shares with an exercise price of $2.10 per share and expiration
of October 2003 which were acquired by Furrow in a debtassumption
transaction in October 2000 and is unrelated to compensation.


Stock Performance Graph

       The   following   graph  compares  the  cumulative   total
stockholder return of the Company, the NASDAQ Stock Market  (U.S.
companies) Index (the "Nasdaq Market Index") and the NASDAQ  Non-
Financial  Stocks Index. Measurement points are the last  trading
day  of  each  of the Company's fiscal years ended  November  30,
1997,  November 30, 1998, November 30, 1999, November  30,  2000,
December  1,  2001 and November 30, 2002. The graph assumes  that
$100 was invested on November 30, 1997 in the Common Stock of the
Company,  the  Nasdaq  Market Index and the Nasdaq  Non-Financial
Stocks Index and assumes reinvestment of any dividends. The stock
price  performance  on  the  following  graph  is  not  necessary
indicative of future stock price performance.

                       INNOVO GROUP, INC.
              COMPARISON OF CUMULATIVE TOTAL RETURN
                   TO NASDAQ MARKET INDEX AND
                   NASDAQ NON-FINANCIAL INDEX
                       (PERFORMANCE GRAPH)






                          1997    1998    1999    2000   2001    2002
                          ----    ----    ----    ----   ----    ----
Innovo Group Inc.         $100  $ 21.91 $ 24.29 $ 12.39 $ 29.86 $ 39.60

NASDAQ Stock Market(US)   $100  $122.59 $210.61 $163.33 $121.68 $ 93.92

NASDAQ Non-Financial
 Stocks                   $100  $124.42 $224.33 $172.06 $122.73 $ 90.68


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company has adopted a policy requiring that any material
transactions  between  the  Company  and  persons   or   entities
affiliated with officers, directors or principal stockholders  of
the  Company  be on terms no less favorable to the  Company  than
reasonably  could have been obtained in arms' length transactions
with independent third parties.   Related party transactions  are
approved by a majority of the disinterested directors.

Anderson Stock Purchase Agreement

     Pursuant to a Stock Purchase Right Award granted in February
1997,  the Company's president purchased 250,000 shares of common
stock (the Award Shares) with payment made by the execution of  a
non-recourse note (the Note) for the exercise price of $2.81  per
share  ($703,125  in the aggregate). The Note  was  due,  without
interest, on April 30, 2002, and was collateralized by  the  1997
Award  Shares.  The Note may be paid or prepaid (without penalty)
by  (i) cash, or (ii) the delivery of the Company's common  stock
(other  than the Award Shares) held for a period of at least  six
months,  which shares would be credited against the Note  on  the
basis  of the closing bid price for the Common Stock on the  date
of delivery.



      On July 18, 2002, the Board of Directors voted in favor  of
extending  the term of Note until April 30, 2005.  The  remaining
provisions of the Note remained the same.  At November 30,  2002,
$703,000 remains outstanding under this promissory note.

Purchases of Goods and Services

      During fiscal 2000, the Company restructured its operations
to  focus on its core product categories with the highest  volume
and  profit  margin.  The Company also raised additional  working
capital  and  converted  certain  indebtedness  to  equity.   The
restructuring  was  undertaken  as  a  condition  to  the  equity
investment by the Commerce Group, a strategic investment partner,
and resulted in Commerce and its affiliates becoming an affiliate
of  the  Company.    In  an effort to reduce  product  costs  and
increase gross profit, the Company shifted manufacturing to third-
party  foreign manufacturers and outsourced certain  distribution
functions to the Commerce Group to increase the effectiveness  of
the  distribution network and reduce freight costs. In  September
2000,  the  Company  completed  the  closure  of  its  Knoxville,
Tennessee,   manufacturing   and  distribution   operations   and
realigned these functions in accordance with terms under  certain
supply and distribution agreements with Commerce Group.

       These  agreements  provide  for  Commerce  Group  or   its
designated  affiliates to manufacture and supply specified  craft
products  to  the  Company at agreed upon  prices.  In  addition,
Commerce Group provides distribution services to the Company  for
its craft products for an agreed upon fee, including warehousing,
shipping  and  receiving,  storage,  order  processing,  billing,
customer  service, information systems, maintenance of  inventory
records,  and  all direct labor and management  services.   These
agreements,  which expired in 2002, were renewed for  a  two-year
term ending 2004 and are renewable thereafter for consecutive two-
year terms unless terminated by either party with 90 days notice.
Purchases  of  craft goods and distribution services  during  the
initial  term were subject to a minimum of $3,000,000, which  the
Company  purchased from Commerce Group during the first  term  of
the agreement.  No minimum obligation is required for the renewal
periods.

       As   required  under  the  terms  of  the  Commerce  Group
investment, the Company's Innovo subsidiary purchased  its  craft
goods  and  distribution and operational services  from  Commerce
Group  in  fiscal  2002, 2001 and 2000.  The  services  purchased
included but were not limited to accounts receivable collections,
certain  general accounting functions, inventory  management  and
distribution   logistics.   The  following  schedule   represents
Innovo's  purchases from Commerce Group during fiscal 2002,  2001
and 2000 (in thousands):


                                     Innovo
                              2002    2001    2000
Goods                        $3,317  $2,320  $3,108
Distribution  Services          644     362     196
Operational   Services          203     112      --
                              -----   -----   -----
Total                        $4,164  $2,794  $3,304
                              -----   -----   -----
                              -----   -----   -----

      During fiscal 2002 and fiscal 2001, Joe's and IAA purchased
goods  and services from Commerce Group.  Joe's and IAA  did  not
purchase  goods  or services from Commerce Group  in  2000.   The
purchases  were  made based on Joe's and IAA's needs  during  the
period  and  were  not made pursuant to contractual  obligations.
The distribution expenses are reflected in the cost of goods sold
in  the  Company's financial statements.  The following  schedule
represents  Joe's  and IAA's purchases from  Commerce  Group  (in
thousands):



                              Joe's         IAA
                            2002   2001   2002   2001
Goods                     $6,102 $1,102 $6,171 $1,794
Distribution Services        107     20     --     --
                           -----  -----  -----  -----
Total                     $6,209 $1,122 $6,171 $1,794
                           -----  -----  -----  -----
                           -----  -----  -----  -----

      Additionally, the Company is charged an allocation  expense
from  Commerce  Group for expenses associated  with  the  Company
occupying  space  in Commerce Group's Commerce Group,  California
facility   and   the  use  of  general  business   machines   and
communication  services.   These expenses  totaled  approximately
$25,000 for fiscal 2002 and fiscal 2001.

      The Company from time to time will advance or loan funds to
Commerce Group for use in the production process of the Company's
goods  or  for  other  expenses  associated  with  the  Company's
operations.  The  Company  believes  that  all  the  transactions
conducted  between the Company and Commerce Group were  completed
on terms that where competitive and at market rates.

As  part of the Commerce Group transaction completed in 2000, Mr.
Hubert  Guez,  a principal of the Commerce Group, was  given  the
right  to  nominate  three directors to the  Company's  Board  of
Directors.  Additionally, if elected, one of Mr. Guez's  nominees
shall  have  the  right to serve on each of the  Company's  Board
committees.

JD Design, LLC

      Pursuant  to  the license agreement entered  into  with  JD
Design, LLC under which the Company obtained the licensing rights
to  Joe's  Jeans,  Joe's Jeans, Inc. is obligated  to  pay  a  3%
royalty on the net sales of all products bearing the Joe's  Jeans
or  JD  trademark  or  logo.  Joe Dahan,  the  President  of  the
Company's  Joe's  Jeans, Inc. subsidiary, is a  principal  of  JD
Design,  LLC.   For  fiscal 2002 and 2001,  this  amount  totaled
$277,000 and $46,000, respectively.

Azteca Production International, Inc.

      In  the  third quarter of fiscal 2001, the Company acquired
Azteca Productions International, Inc.'s Knit Division and formed
the  subsidiary  Innovo-Azteca Apparel, Inc.   Azteca  Production
International, Inc. is an affiliate of the Commerce Group and Mr.
Hubert Guez.  Pursuant to equity transactions completed in  2000,
Azteca   Production  International,  Inc.  and  its   principals,
including Mr. Hubert Guez, became affiliates of the Company.  The
Company  purchased  the Division's customer list,  the  right  to
manufacture  and  market  all  of  the  Knit  Division's  current
products   and   entered  into  certain  non-compete   and   non-
solicitation  agreements and other intangible  assets  associated
with  the Knit Division. As consideration, the Company issued  to
Azteca, 700,000 shares of Company's Common Stock valued at  $1.27
per  share  based upon the closing price of the common  stock  on
August  24,  2001,  and promissory notes in the  amount  of  $3.6
million.   Included in due to related parties  is  $2,250,000  at
November  30, 2002 relating to amounts due to Commerce Group  for
goods and services described above.



Facility Lease Arrangements

      The  Company currently leases its Knoxville, TN office  and
storage  space from a company owned by Sam Furrow, the  Company's
Chairman.  The  office space is approximately 5,000  square  feet
consisting of the first floor of a two-story building located  in
downtown  Knoxville, Tennessee, with a monthly rental  of  $3,500
triple  net.  The storage space is used by the Company  to  store
its  documents and is currently rented on a month-to month  basis
for $450 per month.

Crossman Loan to the Company

      On  February  7,  2003  the Company  entered  into  a  loan
agreement with Marc Crossman, a member of the Company's Board  of
Directors and Chief Financial Officer. The loan was funded by Mr.
Crossman  in two phases of $250,000 each on February 7, 2003  and
February 13, 2003 for an aggregate loan value of $500,000. In the
event  of default, each phase is collateralized by 125,000 shares
of  the Company's Common Stock as well as a general claim on  the
assets  of  the  Company, subordinate to existing  lenders.  Each
phase  matures  six  months and one day  from  the  date  of  its
respective funding, at which point the principal amount  and  any
accrued  interest  is  due  in  full.  The  loan  carries  an  8%
annualized  interest rate with interest due on a  monthly  basis.
The loan may be repaid by the Company at any time during the term
of  the loan without penalty. Further, the Company has the option
to  extend the term of the loan for an additional period  of  six
months  and one day at anytime before maturity. The disinterested
directors of the Company approved the Loan from Mr. Crossman.

Joseph Mizrachi and Yardworth Mortgage Corp. Transactions

     Pursuant to a convertible note and pledge agreement dated on
or  about  November  1, 2000 ("Note") whereby Yardworth  Mortgage
Corp.   ("Yardworth")   loaned   Joseph   Mizrachi   ("Mizrachi")
$1,500,000,  Yardworth had the right to convert  the  outstanding
Note  into  an  85%  membership interest in  Innovation,  LLC,  a
Delaware  limited liability company ("Innovation"),  wholly-owned
by  Mizrachi. Innovation owns 1,812,500 shares of the Company and
1,500,000 shares of Common Stock subject to currently exercisable
warrants with an exercise price of $2 per share expiring  October
31,  2003.  Yardworth's  85% membership  interest  in  Innovation
equals  1,540,625 shares of the Company and 1,275,000  shares  of
common  stock  subject  to  currently  exercisable  warrants   to
purchase  shares of the Company.  On February 6, 2003,  Yardworth
provided  written notice to Mizrachi that it was  converting  the
Note  into  the  85% membership interest in Innovation  effective
February 21, 2003. Yardworth has the right to vote all shares and
warrants owned by Innovation. Seymour Braun, an attorney  located
at  110 East 59th Street, Suite 3201, New York, NY 10022, is  the
sole  trustee  of Praha Trust ("Praha"), a trust organized  under
the  laws  of Canada, with an address of 105 Penstraat,  Curacao,
Netherlands Antilles. Praha is the beneficial owner of Yardworth.
This information is based solely upon information set forth in a
Schedule 13D filed with the Securities and Exchange Commission,
dated March 6, 2003.

      Pursuant to an investment with Mizrachi and his affiliates,
in  October  2000,  the  Company granted Mizrachi  the  right  to
nominate  on  individual  to  serve on  the  Company's  Board  of
Directors, and if elected, the nominated Director shall have  the
right to serve on each of the Company's Board committees.

Section 16 Beneficial Ownership Reporting Compliance

     Section  16(a)  of the Exchange Act requires  the  Company's
directors,  officers and persons who beneficially own  more  than
ten  percent  of  a  registered class  of  the  Company's  equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "Commission") on
a timely basis.  Directors, officers and greater than ten percent
beneficial owners are required by the Commission's regulations to
furnish  the Company with copies of all Section 16(a) forms  they
file.



     Based  solely on a review of copies of such forms  furnished
to  the Company and certain of the Company's internal records, or
upon  written representations that no Form 5s were required,  the
Company  believes that during the year ended December  31,  2001,
all   Section  16(a)  filing  requirements  applicable   to   its
directors,  officers  and  greater than  ten  percent  beneficial
owners  were  satisfied on a timely basis except  that  Mr.  Guez
inadvertently  failed  to timely file  a  Form  4  reporting  the
acquisition  of  500 shares in December 2001, the acquisition  of
2,100  shares in January 2002 and the acquisition of 1,300 shares
in February 2002.

    APPROVAL OF OPTION ISSUANCES TO THE COMPANY'S CEO AND ITS
                     PRESIDENT (PROPOSAL 2)

      In December 2002, the Board of Directors approved the grant
of  options to purchase 100,000 shares of Common Stock to each of
the Company's CEO, Samuel J. (Jay) Furrow, Jr., and the Company's
President  Patricia   Anderson.    Each  option  is   immediately
exercisable at an exercise price of $2.40 per share and has a  5-
year  term  expiring in December 2007, subject  to  approval  and
ratification  of the grants.  The $2.40 exercise price  was equal
to the closing market price  of  the Company's  Common  Stock  as
reported by NASDAQ National Market on December 2, 2002, the  date
of the grants.

   In March 2000, the Board  of  Directors approved  the grant of
options to  purchase 200,000  shares  of  Common  Stock of  which
options  to  purchase  150,000   shares  have  vested,   to   the
Company's CEO,  Samuel  J. (Jay) Furrow, Jr.,  and  400,000 share
of Common Stock, of  which 300,000  shares  have vested,  to  the
Company's President,  Pat Anderson.    Each option is immediately
exercisableat an  exercise  price of $1.25 per  share  and  has a
5-year term expiring in  June 2005.    The $1.25  exercise  price
is higher than  the  $1.18 closing price  as  reported  by NASDAQ
National Market on June 5, 2001, the date of the grants.

  In February 1999, the  Board  of  Directors  approved the grant
of options to  purchase 100,000 shares  of  Common  Stock  to the
Company's CEO,  Samuel J.  (Jay) Furrow,  Jr.    The  option  was
immediately  exercisable  at  an  exercise  price  of  $4.75  per
share and has  a  5-year term  expiring  in  February 2004.   The
$4.75 exercise  price  was  higher  than  the $3.31 closing price
as reported by NASDAQ Naitonal Market on February 22, 1999.

  Up  to  1,000,000  shares   of   Common   Stock,   subject   to
adjustment  as  provided  in  the 2000  Employee  Plan,   may  be
issued  under  the  2000  Employee  Plan.    In   an  effort   to
conserve  the  amount  of  Common  Stock  which  can   be  issued
under  the  2000  Employee  Plan,  the  option   grants  made  to
the  Company's  Cheif  Executive  Officer   and   President  were
made outside of  the Company's  2000  Employee Plan.    As  such,
the grants  are  subject  to  shareholder  approval. In the event
shareholder  approval  is  not  obtained,  the  options  will  be
cancelled.

  All  of  the  foregoing options and NQSO's as described above in
"Proposal 1-Election of Directors-Federal Income Tax  Consequences
of Options."   The full Board  of  Directors  has determined  that
the option grants were appropriate based on individual performance
and analysis of compensation  for  the  positions  at  comparative
companies.  The option agreements  will not be modified or amended
in a manner that would increase the cost thereof to  the  Company.
without shareholder approval.

                        NEW PLAN BENEFITS
     Samuel (Jay) Furrow Plan and Patricia Anderson Plan (1)

               Name                  Dollar        Number of
           and Position            Value (2)      Options (3)
   Samuel (Jay) Furrow, CEO and     $294,000        100,000
   COO                              $441,000        150,000
                                    $294,000        100,000

   Patricia Anderson, President     $294,000        100,000
                                    $882,000        300,000

_______________________________
(1)   Dollar  Value  is  based upon  the  closing  price  of  the
Company's Common Stock of $2.94 per share on the NASDAQ
National Market for March 25, 2003.




   THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.

        RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
                          (Proposal 3)

     The  Board  of  Directors has appointed Ernst  &  Young LLP,
("E&Y") as the Company's independent auditors for the fiscal year
ended  November 30, 2003, subject to ratification by stockholders
at the Annual Meeting.  Representatives of E&Y will be present at
the  Annual  Meeting  and will have the  opportunity  to  make  a
statement  if  they  so  desire and be available  to  respond  to
appropriate questions.  Unless otherwise instructed on the proxy,
properly executed proxies will be voted in favor of ratifying the
appointment of E&Y to audit the books and accounts of the Company
for  the  fiscal  year ended November 30, 2002.  The  affirmative
vote  of a majority of the votes present in person or represented
by proxy at the Annual Meeting is required to approve Proposal 3.

      For the fiscal year ended November 30, 2002, E&Y billed the
approximate fees set forth below:

Audit Fees

     The aggregate fees billed for professional services rendered
by  E&Y  for  the  audit of the Company's consolidated  financial
statements for the fiscal year ended November 30, 2002, including
the  reviews  of  the Company's condensed consolidated  financial
statements included in its quarterly reports on Form 10-Q  during
the  fiscal  year  ended  November, 30 2002,  were  approximately
$203,917.  E&Y also billed the Company $49,211 for audit  related
services,  which primarily consisted of accounting  consultations
and audit work related to an acquired business.

Financial Information Systems Design and Implementation Fees

      E&Y  did not render any services to the Company related  to
financial  information  systems design and implementation  during
the fiscal year ended November 30, 2002.

All Other Fees

      The  aggregate  fees  billed  for  all  other  professional
services  rendered by E&Y during the fiscal year  ended  November
30,  2002  other  than those described above  were  approximately
$16,580.  These  services  consisted  primarily  of  tax   return
preparation fees.

      The  Audit  Committee  has  determined  that  the  services
provided   by   E&Y  were  compatible  with   maintaining   E&Y's
independence.

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 3.


                   2004 STOCKHOLDER PROPOSALS

      The  Company  expects to hold its 2004  annual  meeting  of
stockholders in May 2004.  Stockholders of the Company may submit
proposals  that  they believe should be voted upon  at  the  2004
annual meeting consistent with regulations of the Securities  and
Exchange Commission and the Company's Bylaws.

     Pursuant to Rule 14a-8 under the Securities Exchange Act  of
1934, some stockholder proposals may be eligible for inclusion in
the   Company's  2004  proxy  statement.   Any  such  stockholder
proposals  must  be submitted in writing to and received  by  the
Secretary  of  the  Company at 5900 S. Eastern Ave.,  Suite  104,
Commerce, California 90040 no later than December 23, 2003.   The
submission of a stockholder proposal does not guarantee  that  it
will be included in the Company's proxy statement.

     A  stockholder  may also submit a proposal for consideration
outside  of  Rule  14a-8.   Pursuant to  Rule  14(a)(4)(c)(1),  a
stockholder may submit a proposal for consideration at the annual
meeting. Any such stockholder proposals to be considered  at  the
annual  meeting must be submitted in writing to and  received  by
the  Secretary of the Company no later than March 8,  2004.   The
submission of a stockholder proposal does not guarantee  that  it
will be presented at the annual meeting.



     Stockholders interested in submitting a proposal are advised
to  contact  knowledgeable  legal  counsel  with  regard  to  the
detailed  requirements of applicable federal securities laws  and
the Company's Bylaws, as applicable.


                 OTHER BUSINESS TO BE TRANSACTED

     As  of  the  date  of  this Proxy Statement,  the  Board  of
Directors  knows of no other business which may come  before  the
Annual Meeting.  If any other business is properly brought before
the  Annual Meeting, it is the intention of the proxy holders  to
vote  or  act in accordance with their best judgment with respect
to such matters.

     A  COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR  THE
YEAR  ENDED  NOVEMBER 30, 2002 ACCOMPANIES THIS PROXY  STATEMENT.
STOCKHOLDERS  MAY OBTAIN, FREE OF CHARGE, AN ADDITIONAL  COPY  OF
THE  COMPANY'S 2002 ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS)
BY  WRITING  TO INNOVO GROUP INC., ATTENTION: INVESTOR RELATIONS,
5900  S. EASTERN AVE, SUITE 124, COMMERCE, CA 90040.  THE COMPANY
WILL PROVIDE COPIES OF THE EXHIBITS TO THE FORM 10-K UPON PAYMENT
OF A REASONABLE FEE.



                        INNOVO GROUP INC.

            PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                TO BE HELD THURSDAY, MAY 22, 2003

THIS  PROXY  IS  BEING  SOLICITED  ON  BEHALF  OF  THE  BOARD  OF
DIRECTORS.

     The  undersigned  stockholder  of  Innovo  Group  Inc.  (the
"Company")  hereby appoints Samuel J. Furrow, Jr.,  and  Patricia
Anderson   or   either  of  them,  with   full   power   of
substitution, as proxies to cast all votes, as designated  below,
which the undersigned stockholder is entitled to cast at the 2003
Annual Meeting of Stockholders (the "Annual Meeting") to be  held
on  Thursday, May 22, at 10:00 a.m. (local time) at  The  Wyndham
Commerce Hotel, 5757 Telegraph Road, Commerce, CA, 90040 upon the
following  matters  and any other matter  as  may  properly  come
before the Annual Meeting or any adjournments thereof.

     1.   Election  of seven Directors to serve on the  Board  of
          Directors:

          Samuel J. Furrow         Samuel J. Furrow, Jr.   Suhail Rizvi
          Patricia Anderson  Marc B. Crossman
          Daniel A. Page           John G. Looney

          [   ]      FOR all the nominees listed above (except as
               marked to the contrary below).

          [   ]      WITHHOLD  AUTHORITY  to  vote  for  all  the
               nominees listed above.

               (INSTRUCTION: TO WITHHOLD AUTHORITY  TO  VOTE  FOR
               ANY  INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME
               ON THE SPACE PROVIDED BELOW.)


     _________________________________________________________________


          2.    To approve and ratify the issuance of options  to
          purchase an aggregate of 750,000 shares of Common Stock
          granted   to  the  Company's  Chief  Executive  Officer
          and  the   Company's President.

          [   ]     FOR  [   ]     AGAINST   [   ]     ABSTAIN

     3.   Proposal to ratify the appointment of Ernst & Young LLP
          as  the  independent auditors of the  Company  for  the
          fiscal year ending November 30, 2002.

          [   ]     FOR  [   ]     AGAINST   [   ]     ABSTAIN


     _________________________________________________________________

     (continued and to be dated and signed on reverse side.)


                  (continued from other side)

     This  proxy,  when  properly  executed,  will  be  voted  as
directed  by  the undersigned stockholder and in accordance  with
the  best  judgment of the proxies as to other  matters.   IF  NO
DIRECTION  IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE  NOMINEES
LISTED IN PROPOSAL 1, "FOR" PROPOSAL 2, "FOR" PROPOSAL 3, AND  IN
ACCORDANCE  WITH  THE BEST JUDGMENT OF THE PROXIES  AS  TO  OTHER
MATTERS.

     THE  BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3.

     The  undersigned hereby acknowledges prior  receipt  of  the
Notice  of  Annual  Meeting of Stockholders and  Proxy  Statement
dated  April 21, 2003, and the Annual Report on Form10-K for  the
year  ended  November 30, 2002, and hereby revokes any  proxy  or
proxies heretofore given.  This Proxy may be revoked at any  time
before  it is voted by delivering to the Secretary of the Company
either  a  written revocation of proxy or a duly  executed  proxy
bearing  a later date, or by appearing at the Annual Meeting  and
voting in person.

     If  you  receive more than one proxy card, please  sign  and
return all cards in the accompanying envelope.

                              Date:   ___________________,  2003.




                              ____________________________________
                              Signature    of   Stockholder    or
                              Authorized Representative

                              Please  date  and sign  exactly  as
                              name appears hereon. Each executor,
                              administrator,  trustee,  guardian,
                              attorney-in-fact      and     other
                              fiduciary should sign and  indicate
                              his or her full title.  In the case
                              of stock ownership  in the name  of
                              two  or  more  persons, all persons
                              should sign.


      [    ]      I  PLAN  TO  ATTEND THE  MAY  22,  2003  ANNUAL
STOCKHOLDERS MEETING


PLEASE  COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY
TO  ENSURE A QUORUM AT THE MEETING.  IT IS IMPORTANT WHETHER  YOU
OWN FEW OR MANY SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT
THE COMPANY TO ADDITIONAL EXPENSE.