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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * CROSSMAN MARC   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 (Last) (First) (Middle) 5804 EAST SLAUSON AVE. 3. Date of Earliest Transaction (Month/Day/Year) 05/12/2006 (Street) COMMERCE, CA 90040 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CROSSMAN MARC 5804 EAST SLAUSON AVE. COMMERCE, CA 90040	X		CEO, President and CFO

Signatures

/s/ Marc Crossman		05/12/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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