SecProbe.io

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      March 10, 2005

Mail Stop 0308

Samuel J. Furrow, Jr.
Chief Executive Officer
Innovo Group Inc.
5804 East Slauson Avenue
Commerce, California 90040

Re:	Innovo Group Inc.
	Registration Statement on Form S-3
      Filed March 2, 2005
	File No. 333-123088

	Form 10-K for the fiscal year ended November 27, 2004
	File No. 0-18926

 Dear Mr. Furrow:

      We have limited our review of this filing to disclosure in
the
Controls and Procedures section of your annual report on Form 10-K
incorporated by reference in your registration statement on Form
S-3,
and we have the following comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended November 27, 2004

Item 9A.  Controls and Procedures, page 60
1. In the first paragraph of this section, please also indicate
that
you carried out the effectiveness evaluation pursuant to Exchange
Act
Rule 13a-15.
2. You state that "[a] control system, no matter how well
conceived
and operated, can provide only reasonable assurance that the
objectives of the control system are met."  Revise to state
clearly,
if true, that your disclosure controls and procedures are designed
to
provide reasonable assurance of achieving their objectives and
that
your officers concluded that your disclosure controls and
procedures
are effective at that reasonable assurance level.  In the
alternative, remove the reference to the level of assurance of
your
disclosure controls and procedures.  Please refer to Section
II.F.4
of Management`s Reports on Internal Control Over Financial
Reporting
and Certification of Disclosure in Exchange Act Periodic Reports,
SEC
Release No. 33-8238, available on our website.
3. We note that your chief executive officer and chief financial
officer have concluded that the company`s disclosure controls and
procedures are "effective."  Please revise the disclosure to
explain
more clearly how management determined that disclosure controls
and
procedures are effective given the persistence of material
weaknesses
in your disclosure controls and procedures and internal controls
as
identified by your independent auditors.
4. We also note your statement that "subsequent to your
evaluation,
there were no significant changes in internal controls or other
factors that would significantly affect these controls, except as
discussed below."  Please be aware that Item 308(c) of Regulation
S-K
- which became effective on August 14, 2003 - requires disclosure
as
to whether there was any change in your internal control over
financial reporting during the last quarter that has materially
affected, or is reasonably likely to materially affect, your
internal
controls.  In the light of the exceptions cited, please state
clearly, if correct, that there were changes in your internal
control
over financial reporting that occurred during the fiscal year
ended
November 27, 2004 that have materially affected, or are reasonably
likely to materially affect, your internal control over financial
reporting.
5. Please also disclose when you took each of the actions to
improve
your disclosure controls and procedures and internal controls, as
listed in the carryover sentence on pages 60-61.
6. In addition, it is unclear whether the material weaknesses
identified by your independent auditors for the year ended
November
29, 2003 remained material weaknesses as of November 27, 2004, the
end of the period covered by this annual report.  Please revise to
clarify.  In this regard, you state only that the "remedial steps
taken earlier in fiscal 2004 by [you] improved your disclosure
controls and procedures and internal controls[.]"
7. We further note that your independent auditors identified
certain
deficiencies in your internal controls in connection with the
audit
of the financial statements for the fiscal year ended November 27,
2004 that in the aggregate may result in material weakness in your
disclosure controls and procedures and internal controls.  Please
disclose when the material weaknesses first arose.  Also, revise
to
disclose any specific steps the company has undertaken to
remediate
the material weaknesses resulting from those deficiencies.
8. Finally, given the deficiencies and material weaknesses
identified, it appears you should revise your Management`s
Discussion
and Analysis to provide appropriate disclosure of any material
impact
on your financial condition.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
942-
1776, David Mittelman, Legal Branch Chief, at (202) 942-1921, or
me
at (202) 942-1900 with any questions.

      				Sincerely,

      				H. Christopher Owings
      				Assistant Director

cc. Bruce S. Mendelsohn, Esq.
Akin Gump Strauss Hauer & Feld LLP
      1333 New Hampshire Avenue, N.W.
      Washington, D.C. 20036
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Innovo Group Inc.
March 10, 2005
Page 1

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