SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Innovo Group Inc.
_________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
_________________________
(Title of Class of Securities)
457954 50 1
_________________________
(CUSIP NUMBER)
Jerry Sims, Esq; Sims Moss Kline & Davis LLP
410 Northpark Town Center, Suite 310
Atlanta, Georgia 30328
Telephone 770-481-7200
_________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 17, 1997
_________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ].
Page 1 of 5 pages.
<PAGE>
SCHEDULE 13D
(AMENDMENT NO. 5)
(Cover Page -- Part II)
CUSIP NO. 457954 50 1
_________________________________________________________________
1) Name of Reporting Person/S.S. or I.R.S. Identification
No. of Above Person:
Patricia Anderson-Lasko
________________________________________________________________
2) Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
________________________________________________________________
3) SEC Use Only
________________________________________________________________
4) Source of Funds:
OO and PF. See Item 3.
________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e): [ ]
_______________________________________________________________
6) Citizenship or Place of Organization:
Tennessee
______________________________________________________________
Number of Shares 7) Sole Voting Power:
Beneficially Owned 2,782,007
by Each Reporting ________________________________
Person With 8) Shared Voting Power:
79,432
________________________________
9) Sole Dispositive Power:
2,782,007
________________________________
10) Shared Dispositive Power:
79,432
________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,861,439 shares
______________________________________________________________
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
______________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
6.5%
______________________________________________________________
14) Type of Reporting Person:
IN
______________________________________________________________
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 5 ("this Amendment" or "Amendment No.
5) to the September 7, 1993 Schedule 13D (the "Original
Schedule 13D") and the September 26, 1993 Amendment
("Amendment No. 1"), the July 22, 1994 Amendment
("Amendment No. 2"), the May 23, 1997 Amendment
("Amendment No. 3"), and the August 13, 1997 Amendment
("Amendment No. 4") to the original Schedule 13D of
Patricia Anderson-Lasko (hereinafter referred to as "Ms.
Anderson"), is filed with respect to the common stock,
par value $.01 per share (the "Common Stock"), of Innovo
Group Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at
27 North Main Street, Springfield, Tennessee 37172.
Item 2. Identity and Background.
This Schedule is filed on behalf of Patricia Anderson-
Lasko, hereinafter referred to as "Ms. Anderson". Ms.
Anderson is the President and a member of the board of
directors of the Company, whose business address is 27
North Main Street, Springfield, Tennessee 37172. Ms.
Anderson is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Paragraphs 3 and 4 of Item 3 are amended to refer to
2,861,439 shares rather than 4,361,439 shares. The fifth
paragraph of Item 3 is amended by adding to the end
thereof the following:
On November 17, 1997, the Company repurchased from Ms.
Anderson 1,500,000 of the 4,000,000 Award shares for a
purchase price of $.28125 per share. The purchase price
was paid by the cancellation of the non-recourse
promissory note, bearing no interest due April 30, 2002,
delivered by Ms. Anderson to pay for the Award shares
upon her exercise of the Award. The note was replaced by
Ms. Anderson's delivery of a replacement note with
identical terms but relating to the balance of 2,500,000
Award shares.
Item 4. Purpose of Transaction
Item 4 is amended to refer to the 2,861,439 shares of
Common Stock reported by this Amendment.
Item 5. Interest in Securities of the Issuer
Item 5 is amended to refer to a total of 2,861,439 total
shares beneficially owned after giving effect to the
repurchase of 1,5000,000 Award shares as described in
response to Item 3 above. The total of 2,861,439 shares
constitutes approximately 6.5% of the 42,561,422 shares
of the Common Stock outstanding at the date of filing
this Amendment after giving effect to such repurchase.
Except as described in Item 3 above, Ms. Anderson has not
effected any transactions in the Common Stock during the
past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is amended by adding to the end thereof the
following:
The members of the Smith Group waived their rights of
first refusal with respect to the repurchase of the
1,500,000 Award shares described in response to Item 3
above.
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: November 20, 1997
/s/Patricia Anderson-Lasko
______________________________
Patricia Anderson-Lasko
