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 24, 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.  In  addition
to electing seven directors and ratifying the  appointment of the
independent auditors, stockholders will  be asked to consider and
vote  upon  amendments  to  the  Company's  2000  Employee  Stock
Incentive  Plan  to  increase  the number of shares available for
issuance and  to  increase  the  maximum  number of shares of the
Company's Common Stock  that may  be  granted  to  any individual
during any calendar year under the  2000 Employee Stock Incentive
Plan.

     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 and  urge  you to
vote FOR all of the proposals and nominees.



                              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  amendments  to  the  2000 Employe e Stock
Incentive Plan to increase the number of shares of the  Compnay's
Common Stock available for issuance under the 2000 Employee Stock
Incentive Plan by 2,000,000 shares  from 1,000,000  to  3,000,000
shares and increase the maximum number of shares of the Company's
Common Stock that may be granted  under  the  2000 Employee Stock
Incentive Plan to  any  individual  during any calendar year from
500,000 shares to 1,250,000 shares 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 24, 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 24,
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)  amendments  to  the  2000  Employee  Stock
Incentive Plan to  increase  the number of shares of Common Stock
available for issuance under the 2000  Employee  Stock  Incentive
Plan by 2,000,000 shares from 1,000,000  to  3,000,000 shares and
to increase the maximum number of shares of the  Company's Common
Stock that may be granted under the 2000 Employee Stock Incentive
Plan to any individual  during  any  calendar  year  from 500,000
shares to 1,250,000 shares (the  "2000 Employee  Stock  Incentive
Plan Amendments");  (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" 2000 Employee Stock Plan Amendments; 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,  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  of  the   2000   Employee  Stock  Plan  Amendments
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  2000 Employee Stock Plan Amendments,  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  April 22,
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)           22.06%
 Chairman and Director

 Hubert Guez                        6,337,537 (3)              41.89%
 5804 E. Slauson Avenue
 Commerce, California 90040

 Patricia Anderson                    683,146 (4)               4.52%
 President and Director

 Daniel A. (Dan) Page                 353,251 (5)(9)            2.33%
 Director

 Samuel J. (Jay) Furrow, Jr.        1,713,158 (6)              11.32%
 CEO and Director

 Marc B. Crossman                     158,641(7)(9)             1.05%
 Chief Financial Officer
 and Director

 John G. Looney, MD                   158,641 (8)(9)            1.23%
 Director

 Joseph Mizrachi                    2,738,500 (10)             18.10%
 7700 Congress Avenue, Ste. 3106
 Boca  Raton, Florida 33487

 Joe Dahan                            632,990 (11)              4.18%
 President of Joe's Jeans, Inc.

 Seymour Braun                      3,312,500 (12)             21.89%
 Braun & Goldberg
 110  East  59th  St,
 Suite 3201
 New York, NY 10022

 Suhail Rizvi                              --                     --
 Director

 All Executive Officers             7,182,130                 47.47%
 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 15,129,764 shares outstanding
          as of April 22, 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.
          Excludes 41,666 shares that may be deemed  beneficially
          owned by Mr. Crossman,  if  Proposal 2 is  approved  by
          stockholders.  See "Approval to Amend the 2000 Employee
          Stock Incentive Plan to Increase  the Number of  Shares
          Available for  Issuance under  the  2000 Employee Stock
          Incentive Plan and to Increase  the  Maximum Number  of
          Shares  of  the  Company's  Common  Stock  that may  be
          granted to any Individual  During  any  Calendar  Year-
          Marc B. Crossman"  for  a  further  discussion  of  the
          terms of the option grant to Mr. Crossman.

     (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  cCmmon
          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  Stock  Incentive 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.

       During  fiscal 2002, the Executive Compensation  Committee
met  during the Company's Board meeting held on November 27, 2002
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.  Such  compensation  was  approved  by  the  Executive
Compensation  Committee   and  ratified  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 SEC requires that this report comment upon the Company's
policy with respect  to  Section 162(m) of  the Internal  Revenue
Code  of  1986,  as  amended (the "Tax Code"), which  limits  the
deductibility of the Company's tax return of nonperformance-based
compensation in excess of $1 million paid to any Named  Executive
Officers.  The Executive Compensation Committee is monitoring the
effects of the  Company's compensation  programs with  respect to
Section 162(m) of  the  Tax Code.  To date, the  Company  has not
suffered a  loss  of compensation deduction  as  a result of  the
$1,000,000 limitation.    The  Exectuive  Compensation  Committee
reserves the right to design programs that recognize a full range
of performance criteria critical  to  the Company's success, even
where  the  compensation  paid  under  such programs  may  not be
deductible.



The Executive 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(3)
------------------            ----   ------  -----   --------------       ----
                                                            

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.
  (3)  A stock option grant for 100,000 shares of Common Stock with
     an exercise price of $2.40 per share expiring in December 2007
     was granted to each of Mr. Furrow and Ms. Anderson in December
     2002.

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
in fiscal 2002.  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  giving 60  days  written notice  prior  to  the
anniversary  date  of  the agreement acknowledging either parties
desire to  terminate  the agreement.



    The Company is  in  the  process  of  finalizing  a  written
employment  agreement  with  Marc  B.  Crossman  which  will  be
effective as of March 25, 2003 the date Mr. Crossman  became the
Company's Chief  Financial  Officer.    The  written  employment
agreement shall be for a term of 2 years  with an annual  salary
of $275,000 and  shall  only  be  terminable  for  cause.    The
employment agreement shall provide that in the event of a change
of control Mr. Crossman shall be entitled to be paid in  full on
the date of a change of control his  remaining guaranteed salary
under the employment agreement and all of Mr. Crossman's options
to acquire shares of the Company's Common Stock,  to the  extent
not then exercisable, will become immediately exercisable.   The
Executive  Compensation  Committee  has granted  Mr. Crossman an
option to  acquire  1,000,000  shares  of  the Company's  Common
Stock, subject to approval of Proposal 2. See "Approval to Amend
the 2000 Employee Stock Incentive Plan to Increase the Number of
Shares Avaialable for Issuance  under  the  2000 Employee  Stock
Incentive Plan and  to  Increase the Maximum Number of Shares of
the Company's Common Stock that may be granted to any Individual
During  any  Calendar  Year-Marc  B.  Crossman"  for  a  further
discussion of the terms of the option grant to Mr. Crossman.

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               930,000              $1.42                 70,000
  2000 Director Plan               142,564              $0.67                357,436


Equity compensation plans not
approved by security holders:

Samuel (Jay) Furrow(2)              25,000              $3.31                      0
                                   100,000              $4.75                      0

Marc B. Crossman(3)                100,000              $4.75                      0

Total                             1,297,564                                  427,436



(1)  See "2000 Employee Stock Incentive Plan" and "2000 Director
Stock Incentive Plan" described below.
(2)  Include are 25,000 shares subject to currently exercisable
options with an exercise price of $3.31 per share expiring in
July 2003 granted to Mr. Furrow in connection with his initial
employment by the Company.  Also includes 100,000 shares subject
to currently exercisable options with an exercise price of $4.75
per share expiring in February 2004 granted to Mr. Furrow in
connection with becoming a member of the Board.
(3)  100,000 shares subject to currently exercisable options
with an exercise price of $4.75 expiring in February 2004.


STOCK PLANS

2000 Employee Plan

      See "Proposal 2 - Proposal to Amend the 2000 Employee
Stock Incentive Plan to Increase the Number of Shares
Available under the 2000 Stock Employee Incentive Plan" for
a summary description of the 2000 Employee Plan.

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  2000  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 shares,  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 forth 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.
(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  debt
assumption  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 TO AMEND  THE  2000 EMPLOYEE  STOCK INCENTIVE  PLAN  TO
INCREASE THE  NUMBER  OF SHARES AVAILABLE FOR ISSUANCE UNDER THE
2000 EMPOLOYEE STOCK INCENTIVE PLAN AND TO INCREASE  THE MAXIMUM
NUMBER OF  SHARES  OF  THE  COMPANY'S COMMON  STOCK THAT  MAY BE
       GRANTED TO ANY INDIVIDUAL DURING ANY CALENDAR YEAR

                       (PROPOSAL 2)

General

  The Board of Directors has unanimously adopted  a  resolution
approving, declaring and recommending to the holders  of Common
Stock for their approval, amendments to the 2000 Employee Stock
Incentive Plan to increase the number of shares of Common Stock
available for issuance under the 2000 Employee Stock  Incentive
Plan from 1,000,000  to 3,000,000 shares  and  to  increase the
maximum number of shares of the Company's Common Stock that may
be granted under the 2000 Employee Stock Incentive Plan to  any
individual during  any  calendar  year  from 500,000 shares  to
1,250,000 shares (the "Amended 2000 Employee Stock Plan").   As
of  March 25, 2003,  930,000  shares  were  subject to issuance
under  options and 70,000 shares of  Common Stock are available
for  the  grant  of  options  under  the  2000  Employee  Stock
Incentive Plan. The Board believes that the 2000 Employee Stock
Plan Amendments are important in order to attract,  retain  and
reward valuable personnel. The principal provisions of the 2000
Employee  Stock  Incentive Plan,  as  amended,  are  summarized
below.  This summary  does not purport to be a complete  and is
qualified in its entirety by reference to the provisions of the
2000 Employee  Stock  Incentive Plan, a copy  of  which  may be
obtained by written request from the  Secretary of the Company.
Capitalized term used but not defined in this proxy  statement.
shall have the menaings set  forth in  the 2000  Employee Stock
Incentive Plan.

Purpose

    The purpose of the Amended 2000 Employee Stock Plan is 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 appreication in the value of stock; and (c) provide
a means of obtaining, rewarding  and  retaining key  personnel
and consultants.

Administration

    The Amended 2000  Employee Plan will  be  administered by  a
committee appointed by  the Board  of  Directors of the Company.
The Board of Directors has appointed the Executive  Compensation
Committee of the Board of Directors  to  administer the  Amended
2000  Employee  Stock  Plan  (the "Plan  Committee").   The Plan
Committee  has  exclusive  authority  to  grant  stock  options,
interpret  the  Amended 2000  Employee Stock Plan and  otherwise
administer the Amended 2000 Employee Stock Plan.

Egilibility

     Stock incentives  may  be  granted  only  to  officers, key
employees and consultants of the Company, or any  affiliates  of
the Company; provided, however, that an  incentive stock  option
may only be granted  to  an  employee  of  the  Company  or  any
subsidiary corporation  of  the  Company within  the  meaning of
Section 424(f) of the Internal Revenue Code of 1986,  as amended
(the "Code"). The Plan Committee selects grantees and determines
the number of shares to be subject  to  each award, taking  into
account the duties  and  responsibilities  of  the  grantee, the
value  of  the  grantee's services,  the  grantee's present  and
potential contribution to the success of  the  Company and other
relevant factors.

Shares Available for Issuance and Limits

     Subject to adjustment, under the Amended 2000 Employee Plan,
3,000,000 shares of Common Stock will be aailable  for  the grant
of options, all of  which  may  be  granted  as  incentive  stock
options.  for purposes of this limit, any Common Stock subject to
a  stock  incentive  that  is  forfeited,  cancelled,  expires or
otherwise not settled in full will again  be  avaiable for  award
under the Amended 2000 Employee Stock Plan.   This is an increase
from the share limit of 1,000,000 shares of Common  Stock that is
currently available under the 2000 Employee Stock Plan.

     The maximum number of shares of Common Stock with respect to
which options  may  be  granted  to  any  individual during   any
calendar year is 1,250,000.  Under the Code, the aggregate market
value  of  stock with  respect to which  incentive stoc k options
become exercisable  for  the  first time under  all  plans of the
Company by an individual during any calendar year may not  exceed
$100,000.  This is an increase from the individual share limit of
500,000 shares of Common Stock that is currently available  under
the 2000 Employee Stock Plan.

     The market value of the Company's Common Stock  as  reported
on NASDAQ as of April 22, 2003 was $2.72 per share.

Type of Awards

     Incentive stock options and nonqualified stock  options  may
be grnated under the 2000 Employee Plan.   In addition, the  Plan
Committee may award cash bonuses to participants  to pay all or a
protion of any federal,  state or local  taxes imposed  upon such
participant as a  consequence of  the  grant and/or exercise of a
stock incentive.   All awards shall  be evidenced by an agreement
between the Company and the participant.



Terms of Options


Vesting and Exercise.  Upon grant, the  Plan Committee determines
when options may will become vested and exercisable.

Exericse Price.   The exercise price of any option is  determined
by the Plan Committee upon grant and may not be less than 100% of
fair market value of  the Common Stock  on  the date that  it  is
granted.  No options granted under the Plan  may  be directly  or
indirectly repriced.

Method of Exercise.   Options may be exercised,  in whole  or  in
part,  by written notice  to the Company, specifying  the  number
of shares to  be  purchased together with payment  in full of the
exercise price.  The exercise price may be paid  in such form  as
the  Plan  Committee  shall  determine, including: (i) cash, (ii)
surrender of Common Stock held by the optionee  for at least  six
(6) months if so permitted by the Plan Committee, (iii) through a
broker-assisted  same-day  sale  or  cashless  share  withholding
program,  (iv)  through  additonal  methods  prescribed  by   the
Committee, or (v) by  any  combination  of  the foregoing, to the
extent permitted by applicable law.

Termination of Employment.   Each option  agreement entered  into
upon the grant shall specify what happens  to  such option upon a
termination of employment.   In general,  incentive stock options
exercise  after  three  (3) months   following   termination   of
employment (one-year in the event  of  disability and no-limit in
the event of death) shall lose their characteristic as  incentive
stock options and shall become nonqualified stock options.

Term of Options.  Options grnated under the Amended 2000 Employee
Plan will have the term provided in the  option agreement  except
that an incentive stock option will have a term  of  no more than
ten years from the date of gran,  or five years  if  an  optionee
owns stock representing  more  than 10% of  the  combined  voting
power of all classes of  stock  of  the  Company or any parent or
subsidiary.

Options Not  Transferable.    In  general,  options  may  not  be
transferred  except   by   will   or  the  laws  of  descent  and
distribution.

Change in Control.  The  Plan  Committee  retains  the  right  to
accelerate vesting of any option upon the occurrence  of  certain
events, including,  without  limitation,  a  change  in  control.

Adjustments.  In the event of certain corporate events, including,
without  limitation,  a  merger,   consolidation,  reorganization,
tender offer,  change  in  capitalization,  stock  split  or stock
dividend  then  the  Plan  Committee  may   make  adjustments   to
outstanding awards and the number of shares  available  under  the
2000 Employee Plan to account for any such event.

Amendment and Termination.  Subject to earlier termination pursuant
to the terms of  the Amended 2000 Employee Stock Plan,  the Amended
2000 Employee Stock Plan shall have  an  indefinite term;  provided
that, the abilitiy to grant incentive stock  options will terminate
on March 12, 2010.  The Board may amend,  suspend or terminate  the
Amended 2000 Employee Stock  Plan  at  any time; provided that, (a)
no such amendment  shall be made  without  shareholder  approval if
such  approval  is  necessary   to   comply  with  applicable  law,
regulation or stock exchange rule and (b) except as provided in the
Amended 2000 Employee Stock Plan,  no amendment shall be made  that
would adversely affect rights previously  granted under the Amended
2000 Employee Stock Plan.

General Federal Tax Consequences

The follwing is a brief summary of the U.S. federal income treatment
that will generally apply to options granted under the  Amended 2000
Employee Stock Plan based on federal income tax laws in effect as of
this date.   This  summary  is not  intended  to  be exhaustive  and
optionees  shold  consult  their  own  tax  advisors  concerning tax
implications of option grants and exercises and  the  diposition  of
stock acquired upon such exercise.  This summary is  not intended to
be tax advice.

Seciton  162(m)  Limitation.     Submect  to  a  limited  number  of
exceptions, Section 162(m) denies  a deduction to  a  publicly  held
corporaiton for payments  of  remuneration  to  certain employees to
the  extent  the  employee's  remuneration  for   the  taxable  year
exceeds $1,000,000.  For this purpose,  remuneration attributable to
stock options is included within the $1,000,000 limitation. However,
to the extent that ceratin proceduarl  requirements  are  met (e.g.,
the plan is approved by the stockholders of  the Company, grants are
made by a valid compensation committee comprised solely of 2 or more
"outside directors", the exercise price is equal to the fair  market
value of the underlyying shares  upon  grant, etc.),  gain  from the
exercise of stock options hsould not be  subject  to  the $1,000,000
limitation.

The Company has attempted to structure the plan in such a manner that
the  remuneration  attributable  to  the stock  options  will not  be
subject to  the $1,000,000 limitation.  The Company has not, however,
requested a ruling from the Internal Revenue Service or an opinion of
counsel regarding this issue.

Non-Qualified Stock Options.   An individual receiving  non-qualified
stock options  should not  recognize  taxable income  at  the time of
grant.    A   participant   should   generally   recognize   ordinary
compensation income in an amount equal to the excess, if any,  in the
fair market value  of  the option  shares  on  exercise  of  the non-
qualified stock options over the exercise price thereof.  In general,
subject to the limitations set forth in  Seciton 162(m) and discussed
above, the Company is entitled  to  deduct from  its  taxable  income
the amount that the participant  is  required to include  in ordinary
income at the time of such inclusion.

Incentive Stock Options.   An individual granted an  incentive  stock
option will  generally not recognize  taxable income at  the  time of
grant or,  subject  to  certain conditions,  at the time of exercise,
although he or she may  be subject  to  alternative  minimum tax.  In
general,  if  a  disqualifying  disposition  should  occur (i.e., the
shares acquired upon exercise of the  option are disposed  of  within
the later or two years from the date of grant  or  one year from  the
date of exercise), a participant will  gerneally  recognize ordinatry
compensation income in the year of dispostion in  an amount equal  to
the exess, if any, of the fair market value of  the  option shares at
the time of exercise or, if less, the amount realized on disposition),
over the exercise price thereof.  The Company is not entitled  to any
deduction on account of the grant of the  incentive stock opitons  or
the participant's  exercise of  the  option  to acquire common stock.
However,in the event of a subsequent disqualifying dispositon of such
shares of  common stock  acquired  pursuant  to  the  exercise  of an
incentive stock  option  under  circumstances  resulting  in  taxable
compensation to the participant, subject to the limitations set forth
in Seciton 162(m)and discussed above,  in genreal, the Company should
be entitled  to  a  tax  deduction equal  to  the  amount  treated as
taxable compensation to the participant.



The exercise of an incentive stock option may subject the optionee to
alternative minimum tax.  Alternative minimum tax will be due if  the
tax determined under a prescribed formula exceeds the regular  tax of
the taxpayer for the year.  In computing  alternative minimum taxable
income, shares purchased upon  exercise of  an incentive stock option
are treated as if they had been acquired by  the optionee pursuant to
exercise of a nonqualified stock option.    As a result, the optionee
recognizes alternative minimum  taxable income equal to the excess of
the fair market value of the shares on the date of  exercise over the
option's exercise price.    If an  optionee  pays alternative minimum
tax, the amount of  such tax may  be  carried  forward  as  a  credit
against  any  subsequent  year's  regular  tax   in   excess  of  the
alternative minimum tax for such year.

Registration with SEC

If this Proposal 2  is  adopted, the  Company  intends  to  file   a
registration  statement  covering the  offering of the shares  under
the Amended 2000  Employee Stock Plan with  the SEC  pursuant to the
Securities Act of 1933, as amended.

Marc B. Crossman (1)

    Assuming  Proposal  2  is  approved,  the  Plan  Committee   has
determined  that,  in  connection  with  the  Company's  hiring  Mr.
Crossman as the Company's Chief Financial Officer on March 25, 2003,
Mr. Crossman  will  receive  a  ten (10)  year  option  to  purchase
1,000,0000 shares of  the Company's  Common  Stock with an  exercise
price per share equal to the greater  of (1) $2.86  and (2) 100%  of
the fair market value per share of one share of the Company's Common
Stock  on  the  date  Proposal 2  is  approved   by  the   Company's
stockholders.  Assuming Proposal 2 is approved, these  options shall
vest in 24 nearly equal monthly installments commencing on April 25,
2003 until the option  is  100% vested;  provided, that Mr. Crossman
continues to serve as Chief Financial Officer of  or  another senior
executive position at the Company on each vesting date.

    The granting of these options was material to the inducement of
Mr. Crossman accepting the position of Chief Financial Officer. The
Plan Commitee believes that Mr. Crossman's compensation package  is
no more generous  than  market  for  similar types of  compensation
packages  for  similar  type companies  and  are a benefit  to  the
Company.

New Plan Benefits

Name and Position          Number of Options
-----------------          -----------------
Marc B. Crossman           1,000,000

Except for the Plan Committee's grant of 1,000,000 options shares
to Mr. Crossman,  subject  to  approval  of Proposal 2,  the Plan
Committee  has not granted nor  contemplates granting any options
for shares of the Company's Common Stock pursuant to  the Amended
2000 Employee Plan prior to  approval  of Proposal 2,  and  thus,
since future participation  in  the  Amended 2000 Employee  Stock
Plan and the level of participation will vary, it is not possible
to determine the value of benefits which may be obtained by other
individuals eligible to participate in  the Amended 2000 Employee
Stock Plan.


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

-------------------
(1)  A previous twenty-year option for 1,000,000 shares of the
Company's Common Stock at an exercise price of $2.86 per share
was rescided by the  Executive Compensation Committee in April
2003.




        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  the  2000 Employee Stock Plan Amendments  to
          increase the aggegrate number of shares of the Company's
          Common Stock that may  be issued under the 2000 Employee
          Stock Incentive Plan by 2,000,000 shares  from 1,000,000
          shares to 3,000,000 shares and  to  increase the maximum
          number of shares of  the Company's Common Stock that may
          be granted  to  any  individual during any calendar year
          from 500,000 shares to 1,250,000 shares.


          [   ]     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 24, 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.