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Innovo
Group Inc.

April 14, 2005

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, DC 20549

Attn: Mr. H. Christopher Owings, Assistant Director

Re:                  Innovo Group Inc. Response to Comment Letter dated March
10, 2005

Dear Mr. Owings:

Innovo Group Inc., a Delaware corporation (the “Company” or “Innovo”),
hereby submits the responses set forth below to your Comment Letter to the
Company dated March 10, 2005 (the “Comment Letter”) pertaining to disclosure in
our Controls and Procedures section of our Annual Report on Form 10-K for the
year ended November 27, 2004 (“Annual Report”) incorporated by reference to our
Registration Statement on Form S-3.  In
addition, Innovo will submit for filing with the Securities and Exchange Commission
(the “SEC”) via EDGAR our revised Item 9A. Controls and Procedures disclosure
as an amendment to our Annual Report after we have fully addressed all of your
comments.  The responses set forth below
correspond to the numbered comments in the Comment Letter.  For your convenience, we have included your
original comment from the Comment Letter and followed it with our response.

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.

We intend to revise our disclosure to include the reference to Exchange
Act Rule 13a-15 as set forth in the last sentence in paragraph 1 of the attached
Exhibit A, Item 9A.  Please note
that we have included a marked copy of our proposed revised Item 9A, as Exhibit
B so you can more easily see the changes we intend to make from our
previous Item 9A disclosure filed in our Annual Report.

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

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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
Controls Over Financial Reporting and Certification of Disclosure in Exchange
Act Periodic Reports, SEC Release No. 33-8238 available on our website.

We intend to revise our disclosure to include this reference to the
design of our disclosure controls and procedures as set forth in paragraph 2 in
the attached Exhibit A.

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.

In light of the issues raised by the Comment Letter and after further
evaluation by our chief executive officer and chief financial officer of our
disclosure controls and procedures given our material weaknesses identified in
our disclosure controls and procedures in connection with the filing of this response,
we intend to revise our disclosure to conclude that our disclosure controls and
procedures are ineffective as of November 27, 2004 as set forth in the last
sentence of the second paragraph in the attached Exhibit A.

4.             We
also note your statement that “subsequent to your evaluation, there were not
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.

We intend to revise our disclosure to reflect the language in Item
308(c) of Regulation S-K as set forth in the paragraph immediately above the
paragraph entitled “Fiscal 2004 Financial Statements” in the attached Exhibit
A.

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.

We intend to revise our disclosure to explain specifically when each
action was taken to improve our disclosure controls and procedures and internal
controls as

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previously listed on pages 60-61 as set forth in the
sections entitled “Remedial Steps taken in
Fiscal 2004”, “Material Weakness #1 and
Remediation” and “Material Weakness #2 and
Remediation” in the attached Exhibit A.

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[.]”

We intend to revise our disclosure to clarify that the material
weaknesses identified by our independent auditors for the year ended November
29, 2003 were subsequently remediated and corrected as set forth in the section
entitled “Effect of Remedial Measures taken in Fiscal 2004”
in the attached Exhibit A.

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 weaknesses 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.

We intend to revise our disclosure to explicitly provide when our
material weaknesses first arose and the specific steps that we have undertaken
to remediate the material weaknesses resulting from those deficiencies as set
forth in the sections entitled “Fiscal 2004 Material Weaknesses”, “Material Weakness #1 and Remediation”, and “Material Weakness #2 and Remediation” in the attached
Exhibit A.

8.             Finally,
given the deficiencies and material weaknesses identified, it appears that you
should revise your Management’s Discussion and Analysis to provide appropriate
disclosure of any material impact on your financial condition.

As explained in the section
entitled “Fiscal 2004 Financial Statements”, we believe that the
deficiencies and material weaknesses identified have not had any material impact
on our financial condition, and therefore, there is no need to revise the
MD&A to our Annual Report.

Should you have any additional questions and/or need additional
information please contact me at 323-216-7700 or our counsel Bruce S. Mendelsohn.
or Rajat R. Shah at Akin Gump Strauss Hauer & Feld LLP at 202-887-4446 or
202-887-4243, respectively.

  Sincerely,

  /s/ Samuel J. Furrow, Jr.

  Samuel J. Furrow, Jr.

cc:                                 Bruce S. Mendelsohn, Esq., Akin Gump Strauss Hauer &
Feld LLP

                                                Rajat R. Shah, Esq., Akin Gump Strauss Hauer & Feld
LLP

                                                Aubie Goldenberg, Ernst & Young LLP

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EXHIBIT A

ITEM 9A.               CONTROLS AND PROCEDURES

As of November 27, 2004, the
end of the period covered by this Annual Report, we carried out an evaluation,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant
to Securities and Exchange Act Rule 13a-15 and 15d-15.

A control system, no matter
how well conceived and operated, can provide only reasonable assurance that the
objectives of the control system are met.
Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls and procedures
will prevent all error and fraud. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.  Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues within the company have been detected.  These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdown
can occur because of simple error or mistake.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions.  Over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a
control system, misstatements due to error or fraud may occur and not be
detected.  Our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are ineffective as of November 27, 2004.

Fiscal
2003 Material Weaknesses.  As previously reported in our Annual Report
on Form 10-K for the year ended November 29, 2003, filed with the SEC on
February 27, 2004 and our Quarterly Reports on Form 10-Q filed with the SEC on
April 13, 2004, July 13, 2004 and October 12, 2004, our independent registered
public accounting firm, Ernst & Young LLP, or Ernst & Young, on
February 22, 2004, advised management and the audit committee of our board of
directors of the following matters that it considered to be material weaknesses
in our internal controls, which constituted reportable conditions under
standards established by the American Institute of Certified Public
Accountants:  (1) lack of adequate
preparation of account reconciliations and analysis necessary to accurately
prepare annual financial statements; and (2) shared accounting responsibilities
for accounting functions between our company and Azteca Production
International, Inc., or Azteca, and its related entities.

Material Weakness #1.  The
primary reasons for the lack of adequate preparation of account reconciliations
and analysis to accurately prepare our annual financial statements for fiscal
2003 included, but were not limited to:

(i)                                                                                     our significant growth in fiscal 2003 in both
size and complexity, which significantly increased the number of accounting
transactions from prior reporting periods; for example, (a) our net sales
increased by 181%; (b) we acquired and integrated the Blue Concept Division; and
(c) we began shipping non-denim branded products under now terminated license
agreements for the first time;

(ii)                                                                                  the introduction of new operating software to
track production, delivery and sales of our products during the third quarter
of fiscal 2003;

(iii)                                                                               the loss of key accounting personnel prior to
the start of our year-end audit; and

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(iv)                                                                              certain new accounting personnel that did not
have the historical knowledge to adequately reconcile and analyze certain
accounts.

Management first realized it had an account
reconciliation and analysis issues early in the first quarter of fiscal 2004,
when two of its key accounting personnel unexpectedly resigned, but did not realize
the full extent of the account reconciliation and analysis weakness until January
and February 2004.

Material Weakness #2.  Our
second material weakness resulted from our shared accounting arrangement with
Azteca accounting personnel in connection with the Blue Concept Division
acquisition.  During the integration of
the Blue Concept Division, these Azteca accounting personnel recorded
transactions between our company and Azteca, and/or its affiliates for both us
and Azteca.  We utilized this arrangement
with the Azteca accounting personnel because we believed that their historical
knowledge of the Blue Concept Division accounting process and systems would
help facilitate the transition of recording the new transactions into our books
and records.  However, despite their
historical knowledge, we discovered in January 2004 in connection with the account
reconciliation and analysis process that the negatives of sharing accounting
personnel with Azteca and the corresponding lack of segregation of duties that
resulted, significantly outweighed the benefits of their historical knowledge.

Remedial Steps taken in Fiscal
2004.  After identifying these material weaknesses in
our internal controls, management, along with the audit committee, took several
remedial steps to correct these weaknesses.
During fiscal 2004, we took the following actions to correct our disclosure
controls and procedures and internal controls and to segregate the accounting
functions between our company and Azteca:

  (i)

  in January 2004, we
  promoted seasoned personnel for our apparel division, who are able to
  supervise our continued growth and complexity and coordinate the flow of information
  between operations and accounting in order to prepare account reconciliations
  and analysis in a timely manner;

  (ii)

  beginning in June 2004, we
  increased training of staff on our new operating software and transitioned to
  one accounting operating software which streamlined account entries and
  eliminated the time and effort of accounting personnel to make entries on
  more than one operating system, which required us to modify and add internal
  controls and processes; and

  (iii)

  we segregated our
  accounting responsibilities for accounting functions from Azteca by (a)
  hiring two new staff accountants in December 2003 and January 2004; (b)
  internally promoting a staff accountant with public accounting experience to
  the position of controller in August 2004; (c) hiring a Vice President of
  Finance, who serves as our principal accounting officer, in August 2004 and
  (d) ceased using our former controller that we shared with Azteca in August
  2004.

In addition, throughout the
course of fiscal 2004, we revised our closing procedures to ensure the timely
reconciliation of all accounts and for the appropriate review of account
reconciliation, such as (1) recording entries on a daily or weekly basis; (2) verifying
account balances and account activity on a daily or weekly basis; and (3) reconciling
and supporting significant account balances at month end.  We also transferred the responsibili