8-K

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549


                            FORM 8-K


                     CURRENT REPORT PURSUANT
                  TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


  Date of report (Date of earliest event reported):   January 17,
2006 (January 10, 2006)

                        Innovo Group Inc.
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware
         (State or Other Jurisdiction of Incorporation)

            0-18926                        11-2928178
    (Commission File Number)   (IRS Employer Identification No.)


5804 East Slauson Avenue, Commerce, California       90040
(Address of Principal Executive Offices)           (Zip Code)

                         (323) 725-5516
      (Registrant's Telephone Number, Including Area Code)

                               N/A
  (Former Name or Former Address, if Changed Since Last Report)

   Check  the  appropriate box below if the Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

  [ ] Written  communications pursuant  to  Rule  425  under  the
Securities Act (17 CFR 230.425)

  [ ] Soliciting  material  pursuant to  Rule  14a-12  under  the
Exchange Act (17 CFR 240.14a-12)

  [ ] Pre-commencement communications pursuant to  Rule  14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

  [ ] Pre-commencement communications pursuant to  Rule  13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01 Entry into a Material Definitive Agreement.

      For  a  discussion  regarding an agreement with a principal
officer, please see Item 5.02 below.

ITEM  5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers

      On January 10, 2006, the Board of Directors of Innovo Group
Inc.,  the  Company, decided to terminate the employment  of  its
Chief  Executive Officer, Samuel J. (Jay) Furrow, Jr.   effective
as  of  January  20, 2006.  Mr. Furrow continues to  serve  as  a
member  of the Company's Board until his re-election at its  next
annual   meeting  of  stockholders.   In  connection   with   his
termination,  the  independent members of  the  Board  authorized
payment  of certain severance benefits to Mr. Furrow, as follows:
payments in the aggregate amount of Mr. Furrow's annual salary of
$400,000  to  be paid in four equal monthly installments  and  an
amendment to his option agreements to provide for the deletion of
the  provision under the 2004 Stock Option Plan that requires  an
optionee to exercise his options within 90 days of termination of
services from the Company.  The Company expects to enter  into  a
definitive  severance  agreement  with  Mr.  Furrow,   and   upon
execution, will file an amendment to this Current Report on  Form
8-K.

     On  January  10,  2006,  the Company's  Board  of  Directors
appointed  Marc  B. Crossman, its President and  Chief  Financial
Officer  and a member of its Board of Directors, to the  position
of  Interim  Chief Executive Officer, in addition  to  his  other
positions.  The  material  terms  of  Mr.  Crossman's  employment
arrangements were described in our Definitive Proxy Statement  on
Schedule  14A  filed with the Securities and Exchange  Commission
(the  "SEC")  on  April 26, 2005 and supplemented  by  disclosure
under Item 5 of its Quarterly Report on Form 10-Q filed with  the
SEC on October 11, 2005.

      On  January 17, 2006, the Company  issued a press  release,
which is attached hereto and incorporated herein by reference  as
Exhibit  99.1  to this Current Report on Form 8-K, regarding  the
termination  of Mr. Jay Furrow and the subsequent appointment  of
Mr.  Crossman  to  fill the position of Interim  Chief  Executive
Officer.

     On January 11,  2006,  the Company received email correspon-
dence from Mr. Dean Factor indicating that Mr. Factor was resign-
ing his position effective as of that day as a member of our Board
of Directors.  Mr. Factor was a member of the Audit Committee and
Compensation and  Governance Committee.  A copy of the correspon-
dence is attached as Exhibit 17.1 to this Current Report on  8-K.



In his correspondence,  Mr. Factor indicated that while he is not
resigning in protest, he is resigning, in part, due to past dis-
agreements with management regarding suggestions or advice by the
Board of Directors.  Mr. Factor also indicated he was resigning to
spend more time with his own business.As disclosed in this Current
Report on Form 8-K, at a Board of Directors meeting on January 10,
2006 at which Mr. Factor was not present,  the  Board of Directors
terminated the employment of Mr. Furrow,  Chief Executive Officer,
and authorized the Company to engage an investment bank to explore
strategic alternatives for the Company.  A copy of this disclosure
has been provided to Mr. Factor.

ITEM 8.01 Other Events.

      On  January  10,  2006, the Company's  Board  of  Directors
authorized  the Company to engage an investment bank  to  explore
strategic  alternatives  for the Company.  However,  the  Company
cannot  assure  that  this  process will  result  in  a  specific
transaction.    The   Company  does  not   expect   to   disclose
developments related to the exploration of strategic alternatives
until  a  definitive agreement has been approved by the Board  of
Directors.   A  press release relating to this matter  and  other
management  and operational changes is furnished as Exhibit  99.1
to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits

(c)  Exhibits.

Exhibit
Number         Description

17.1           Correspondence  on Departure  of  Director  dated
               January 11, 2006.

99.1           Press Release dated January 17, 2006


                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                              INNOVO GROUP INC.
                              (Registrant)

Date:  January 17, 2006       By:  /s/ Marc Crossman
                                   Marc Crossman
                                   Interim Chief Executive
                                   Officer, President, Chief
                                   Financial Officer and Director
                                   (Principal Executive Officer
                                   and Principal Financial
                                   Officer)



               Exhibit Index

Exhibit
Number         Description

17.1           Correspondence  on Departure  of  Director  dated
               January 11, 2006.

99.1          Press Release dated January 17, 2006

EX-17.1

Exhibit 17.1

From: Dean Factor
Sent: Wednesday, January 11, 2006
Subject: my resignation of Innovo as of January 11th 2006

To All -

I wanted to let you know I am resigning for the reasons stated in
my  earlier letter in addition to my needing to spend  more  time
running  my business and work on the sale of a minority interest.
I  am  not  resigning in protest to any decisions  the  board  is
currently making.  I believe that Jay is not the right person  to
run  this business and I believe that selling the business is the
best course of action and I am 100% in favor of this.

My  lawyer  has  informed me that I can not  rescind  my  earlier
letter,  sorry, but I will leave it in your hands to disclose  as
you see fit in keeping with SEC guidelines.

Dean Factor

From: Dean Factor
Sent: Monday, January 09, 2006
Subject: RE: Audit Committee Planning

Dustine -

I  know we have the board meeting tomorrow and this audit meeting
is getting set up, but it appears I am going to have to resign my
position effective immediately.

I  have  just read the agenda and there are some very real issues
to  discuss.  I do not feel that any of the advice I  have  given
the  board  has  been taken and I feel like I as  an  independent
board member I am just there to approve whatever management wants
and  this is unacceptable.  I do not feel management has  enacted
any  of  the  boards suggestions and this has put Innovo  in  the
situation it is in.  Additionally, there has been no follow up to
any  of  our  last meetings and suggestions and I feel management
has  not  taken any of the boards direction or advice or  enacted
any  of  the issues that were brought up at meetings.  I can  not
simply  attend  meetings and have the board make suggestions  and
not  have  management follow though on any of them.  Recently  we
suggested  doing a search for an new CEO, selling  the  business,
finding a new source for production, and in the past we discusses
doing  various licensing deals and finding additional  financing,
etc. etc.  but nothing has been followed through on.  Managements
inability   to   listen  to  the  board  and  run  the   business
successfully is the reason for my departure.

Regretfully,

Dean Factor

EX-99.1

Exhibit 99.1

[INNOVO GROUP LOGO]

FOR IMMEDIATE RELEASE

   Innovo Group Announces Series of Strategic Initiatives

   Marc Crossman to Become Interim Chief Executive Officer

  Board of Directors to Engage Investment Bank to Assist in
                      Strategic Efforts

            Revises Fiscal 2005 Earnings Guidance

LOS  ANGELES, January 17, 2006 - Innovo Group Inc.  (NASDAQ:
INNO)  today  announced  a series of  strategic  initiatives
designed  to improve its financial performance, enhance  its
platform for the future, and improve shareholder value.

The  Company announced that Marc B. Crossman, President  and
Chief Financial Officer, will assume the additional title of
Interim Chief Executive Officer.  The Board of Directors  of
the  Company and Samuel J. Furrow, Jr., the Company's former
CEO, agreed to a termination of Mr. Furrow's services as the
Company's  Chief  Executive.   Mr.  Furrow  will  remain   a
director of the Company.

The  Board  of Directors further announced that the  Company
intends   to  engage  an  investment  bank  to   assist   in
implementing  and/or  seeking strategic  alternatives.   The
Company  is  currently evaluating several investment  banks,
and  anticipates  hiring an advisor as soon as  practicable.
The   Company  also  announced  that  it  is  currently   in
discussions  to  sell  or  exit its indieT  branded  apparel
business.   In connection with these measures,  the  Company
intends to align the organization's people and its resources
behind its premiere asset, Joe's Jeans.

Marc  B.  Crossman, Interim Chief Executive Officer  stated,
"We  believe that the path to this Company's success  is  to
align  its  people  and  its  resources  behind  its  better
performing asset, Joe's Jeans.  The Joe's brand  is  one  of
the  strongest  labels  in the premium  denim  market  which
commands  high price points and carries strong  margins  for
both us and our retail customers.  It is our intent to focus
our  efforts  on unlocking the substantial value  that  this
brand has developed over the last few years."

"In  addition to focusing on this strategic vision, we  will
take  the  necessary  financial  and  operational  steps  to
support   this  key  initiative,"  continued  Mr.  Crossman.
"While this initiative will come at some financial cost,  we
believe it will center our efforts on our best opportunities
and return significant long-term value to our shareholders."



The  Company  also noted that it expects its fourth  quarter
performance to be below analyst's expectations.  The Company
expects  full  year revenues of approximately  $108  million
which  are  within  prior  expectations  and  net  sales  of
approximately   $19.8  million  for  the   fourth   quarter.
However,  the sales mix was different than anticipated.  The
Company's  branded apparel sales missed previous projections
by  $3.1 million, as some planned clearance activity for the
fourth  quarter was pushed into the first quarter of  fiscal
2006,   while   private   label  sales   exceeded   previous
projections by $3.7 million.  The Company expects a net loss
from  continuing  operations  for  the  fourth  quarter   of
approximately $5.1 to $6.1 million and approximately $3.8 to
$4.8  million for the full year.  Approximately $700,000  of
the  expected  shortfall is attributable to  the  sales  mix
shift, while the remainder is due to charges associated with
a  write-down  of  excess Joe's and  indieT  inventory.  The
Company  is  currently  completing its  year  end  financial
statements,  including the determination of  any  additional
impairments or changes to reserves, in advance of the filing
of  its Annual Report on Form 10-K on or before February  9,
2006.

Mr.   Crossman  further  commented,  "In  addition  to   the
inventory  valuation adjustment we will take in  the  fourth
quarter, we expect additional restructuring charges  in  the
first  half of 2006 associated with an impairment of  assets
and  to right-size our operations.  We believe that this  is
the  most  appropriate way to present  our  Company  to  our
investors and to enhance long-term value."

The  Company currently believes that it is likely to  report
further charges in the first half of fiscal 2006 that may be
associated with exploring strategic alternatives.  Given the
uncertain  quarterly timing of the charges and the  lack  of
visibility  on  near-term revenue and  expense  levels,  the
company  has  temporarily  suspended  any  further  earnings
guidance.

The Company plans to provide more information on the current
state of the business on its fourth quarter and fiscal  2005
year-end  conference call scheduled for on or about February
9, 2006.

Finally,  on  January 11, 2006, Dean Factor  resigned  as  a
member  of our Board of Directors.  Please see the Company's
current  report  on  Form  8-K filed  on  January  17,  2006
regarding further information about this resignation.

About Innovo Group Inc.
Innovo Group Inc., through its operating subsidiaries Innovo
Azteca  Apparel,  Inc.  and Joe's  Jeans,  is  a  sales  and
marketing   organization  designing  and   selling   apparel
products  to  the retail and premium markets.   The  Company
currently  produces  products under license  agreements  and
other  agreements  for private label and  branded  products.
The  Company's apparel products consist of men's and women's
denim and denim-related apparel products, including, women's
high-end  denim  jeans and knit shirts featuring  the  Joe's
Jeans(R) and indie  brand. More information is available  at
the company web site at www.innovogroup.com.



Statements  in  this  news  release  which  are  not  purely
historical  facts are forward-looking statements,  including
statements   containing  the  words  "believe,"   "estimate,
"project," "expect" or similar expressions. These statements
are  made pursuant to the safe harbor provisions of  Section
21E of the Securities Exchange Act of 1934, as amended.  All
forward-looking   statements  are  based  upon   information
available to Innovo Group Inc. on the date of this  release.
Any  forward-looking statement inherently involves risks and
uncertainties  that  could cause actual  results  to  differ
materially from the forward-looking statements. Factors that
would  cause or contribute to such differences include,  but
are  not  limited to: uncertainty regarding  the  effect  or
outcome  of  the  Company's decision  to  explore  strategic
alternatives; continued acceptance of the Company's products
in  the  marketplace, particularly acceptance and  near-term
sales  of  the  Company's  brands and  products;  successful
implementation  of  its  strategic plan;  the  extension  or
refinancing   of   its  existing  bank  facility   and   the
restrictions any such extension or refinancing  could  place
on  the  company; the ability to obtain new  financing  from
other  financing  sources; the ability to generate  positive
cash  flow  from  operations and  asset  sales;  competitive
factors,   including  the  possibility  of  major  customers
sourcing  product overseas in competition with our products;
dependence  upon third-party vendors; a  possible oversupply
of denim in the marketplace; and other risks detailed in the
Company's  periodic report filings with the  Securities  and
Exchange   Commission.   By  making  these   forward-looking
statements, the Company undertakes no obligation  to  update
these statements for revisions or changes after the date  of
this  release.   Readers are cautioned not  to  place  undue
reliance on forward-looking statements.

Contact:
Integrated Corporate Relations
Investors: James Palczynski/Brendon Frey
Media: John Flanagan
203-682-8200