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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CROSSMAN MARC (Last) (First) (Middle) 5804 EAST SLAUSON AVE. (Street) COMMERCE CA 90040 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INNOVO GROUP INC [ INNO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO, President and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2006
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$2.86	05/12/2006		D(1)			1,000,000	(2)	03/25/2013	Common Stock	1,000,000	(3)	0	D
Employee Stock Option (right to buy)	$1.02	05/12/2006		A(1)		1,000,000		(4)	05/12/2016	Common Stock	1,000,000	(5)	1,000,000	D
Employee Stock Option (right to buy)	$5.91	05/12/2006		D(6)			250,000	(6)	06/13/2015	Common Stock	250,000	(5)	0	D
Employee Stock Option (right to buy)	$1.02	05/12/2006		A(6)		250,000		(6)	06/13/2015(7)	Common Stock	250,000	(5)	250,000	D

Explanation of Responses:

1. The reporting person agreed to a cancellation of an option previously granted to him on May 22, 2003 under the 2000 Employee Stock Incentive Plan (the "2000 Plan") in exchange for the grant of a new option for the same amount having a lower exercise price granted pursuant to the 2004 Stock Incentive Plan (the "2004 Plan"). After adoption of the 2004 Plan, the Company indicated that it would not make any additional grants pursuant to the 2000 Plan.

2. These option originally vested on a monthly basis over a two year period beginning as of March 25, 2003 and were vested in full as of March 25, 2005.

3. These options were granted pursuant to the 2000 Plan.

4. The new grant of options is immediately vested and exercisable in full.

5. These options were granted pursuant to the 2004 Plan.

6. Pursuant to the terms of the 2004 Plan, the Compensation Committee of the Board of Directors elected to amend the outstanding option to provide for a lower exercise price. The amendment of the outstanding option results in the deemed cancellation of the option and the grant of a replacement option. The option was originally granted on June 13, 2005 and was exercisable in full as of the date of grant.

7. Except for the amendment to the exercise price, the terms of the original grant remain the same for what is deemed to be the replacement grant.

	/s/ Marc Crossman	05/12/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.