SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STUART SANDI

(Last)

(First)

(Middle)

6835 VALJEAN AVE

(Street)

VAN NUYS

91406

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEROKEE INC [ CHKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								31,085	D
Common Stock	10/15/2004	10/15/2004	M		5,581	A	$12.989	36,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock option	$23.12							04/07/2005	04/07/2011	Common Stock	3,333		3,333	D
Common stock option	$23.12							04/07/2006	04/07/2011	Common stock	3,333		6,666	D
Common stock option	$23.12							04/07/2007	04/07/2011	Common stock	3,334		10,000	D
Common stock option	$8.9							05/07/2004	05/07/2011	Common stock	3,334		13,334	D
Common stock option	$12.989							02/05/2004	02/05/2012	Common stock	13,333		26,667	D
Common stock option	$12.989							02/05/2005	02/05/2012	Common stock	13,334		40,001	D
Common stock option	$12.989							02/05/2003	02/05/2012	Common stock	5,581		45,582	D
Common stock option	$12.989	10/15/2004	10/15/2004	M		5,581		02/05/2003	02/05/2012	Common stock	5,581	$12.989	40,001	D

Explanation of Responses:

Remarks:

On 10/15/2004 Ms. Stuart exercised 5,581 stock options to purchase CHKE common stock at an exercise price of $12.989 per share. As a result of this transaction Ms. Stuart increased her ownership of CHKE common stock by 5,581 shares. Post-transactions, Ms. Stuart's ownership of CHKE common stock totals 36,666 shares.

	Russell J. Riopelle under POA for Sandi Stuart	10/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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