ThZeal - The Zeal

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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subject to Section 16. Form 4 or
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See Instruction 1(b).

(Print or Type Responses)

1. Name and Address of Reporting Person*

^{Crossman, Marc B}

2. Issuer Name and Ticker or Trading Symbol

Innovo Group Inc.; NASDAQ SM CAP: INNO

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

Director

10% Owner

Officer (give
title below)

Other (specify
below)

Chief Financial Officer

(Last) (First) (Middle)

162 Ridgewood Avenue

3. I.R.S. Identification
   Number of Reporting
   Person, if an entity
   (Voluntary)

4. Statement for
Month/Day/Year

4/22/2003

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

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

Form filed by One Reporting Person

(Street)

Glen Ridge, NJ 07028

Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
    action
    Date

  (Month/
    Day/
   Year)

2A.
Deemed
Execution
Date, if
any

  (Month/
    Day/
   Year)

3. Trans-
    action
    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. Owner-
    ship
    Form:
    Direct
    (D) or
    Indirect
    (I)

  (Instr. 4)

7. Nature of
    Indirect
    Beneficial
    Owner-
    ship

    (Instr. 4)

Code

Amount

(A)
or
(D)

Price

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).
		Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

FORM 4 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
   Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any

  (Month/
   Day/
  Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriv-
    ative Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exer-
    cisable and
    Expiration
    Date
    (Month/Day/
    Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Deriv-
    ative
    Secur-
    ity
    (Instr.
    5)

9. Number
   of deriv-
   ative
   Secur-
   ities
   Bene-
   ficially
   Owned
   Follow-
   ing
   Reported
   Trans-
   action(s)
   (Instr. 4)

10. Owner-
     ship
     Form of
     Deri-
     vative
     Security:
     Direct
     (D) or
     Indirect
     (I)
     (Instr. 4)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Common Stock Options

$2.86

4/22/03

D(1)

1,000,000

3/25/03

3/25/23

Common Stock

1,000,000

135,641(2)

Explanation of Responses:

1.Cancellation of option.  On April 22, 2003, the Executive Compensation Committee of Innovo Group Inc. (the “Company”), determined to grant Mr. Crossman,

subject to the approval of certain amendments to the Company’s 2000 Employee Stock Incentive Plan by the Company’s stockholders at their annual meeting to be

held on May 22, 2003 (“Proposal 2”), a ten (10) year option to purchase 1,000,000 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.  The option shall vest in 24 nearly equal monthly installments commencing April 25, 2003; provided, that, Mr. Crossman continues to

serve as the Chief Financial Officer of or another senior executive officer position at the Company on each vesting date, provided, further, that, no portion of the

option shall become exercisable (whether or not vested) unless Proposal 2 has been approved by the Company’s stockholders.  Mr. Crossman will report the

acquisition of these option shares after Proposal 2 is approved by the Company’s stockholders.

2.Also includes 100,000 shares of Common Stock subject to currently exercisable options with an exercise price of $4.75 per share expiring on February 22, 2004,

25,461 shares of Common Stock subject to currently exercisable options with an exercise price of $0.39 per share expiring on December 13, 2001 and 10,000

shares of Common Stock subject to currently exercisable options with an exercise price of $1.00 expiring on April 17, 2022.

		/s/ Marc B. Crossman	04/24/03

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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