UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              TARRANT APPAREL GROUP
             (Exact Name of Registrant as Specified in Its Charter)


                  CALIFORNIA                                     95-4181026
State or Other Jurisdiction of Incorporation                  (I.R.S. Employer
               or Organization)                              Identification No.)


                         3151 EAST WASHINGTON BOULEVARD
                           LOS ANGELES, CALIFORNIA                      90023
                   (Address of Principal Executive Offices)           (Zip Code)

NON-QUALIFIED  STOCK OPTION  AGREEMENT  BETWEEN TARRANT APPAREL GROUP AND GERARD
GUEZ
NON-QUALIFIED STOCK OPTION AGREEMENT BETWEEN TARRANT APPAREL GROUP AND TODD KAY
NON-QUALIFIED  STOCK OPTION  AGREEMENT  BETWEEN  TARRANT APPAREL GROUP AND KAMEL
NACIF
                            (Full Title of the Plans)

                                  PATRICK CHOW
                             CHIEF FINANCIAL OFFICER
                              TARRANT APPAREL GROUP
                         3151 EAST WASHINGTON BOULEVARD
                          LOS ANGELES, CALIFORNIA 90023
                     (Name and Address of Agent for Service)

                                 (323) 780-8250
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                               JOHN MCILVERY, ESQ.
                         STUBBS ALDERTON & MARKILES, LLP
                       15821 VENTURA BOULEVARD, SUITE 525
                                ENCINO, CA 91436

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                    Proposed
                                                    Maximum
                                       Offering     Aggregate      Amount of
Title of Securities    Amount to be    Price Per    Offering     Registration
To Be Registered       Registered (1)  Share (2)    Price (2)         Fee
-------------------    -------------   ---------   -----------   -------------
Common Stock.......      3,000,000       $5.50     $16,500,000     $1,518.00
================================================================================

(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities Act"), this Registration  Statement also covers such additional
     shares  as may  hereinafter  be  offered  or  issued  to  prevent  dilution
     resulting  from stock  splits,  stock  dividends  or  similar  transactions
     effected without the receipt of consideration.
(2)  Determined in accordance  with Rule 457(h) under the  Securities Act solely
     for the purpose of calculating the Registration Fee.





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I will be
sent or given to employees as specified by Rule  428(b)(1).  Such  documents are
not being filed with the  Securities and Exchange  Commission  either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form, taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  previously  filed by the Registrant  with the
Commission are incorporated in this Registration Statement by reference:

         (a)  The  Registrant's  Annual  Report on Form 10-K for the fiscal year
              ended December 31, 2002;

         (b)  The  Registrant's  Quarterly Report on Form 10-Q for the quarterly
              period ended March 31, 2003;

         (c)  The  Registrant's Current Reports on Form 8-K filed on January 15,
              2003, April 4, 2003 and May 16, 2003;

         (d)  The  Registrant's  Definitive  Proxy  Statement on Schedule 14A as
              filed on April 15, 2003; and

         (e)  The description of the Common Stock of the Registrant contained in
              the Registrant's Registration Statement on Form 8-A, including any
              amendment  or  report  filed  for the  purpose  of  updating  such
              description.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  subsequent to the date of this  Registration  Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any  statement  made  in  a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or in any other  subsequently  filed  document  which is also
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section  204  of  the  General  Corporation  Law  of  the  State  of
California  (the  "California  Law")  permits  the  limitation  of the  personal
liability of a director for monetary  damages in an action  brought by or in the
right of the


                                       2





corporation  for  breach  of a  director's  duties  to the  corporation  and its
shareholders under certain conditions and subject to certain limitations.

         Section  317 of the  California  Law  (i)  permits  indemnification  of
directors, officers, employees and other agents of the corporation under certain
conditions  and  subject  to  certain  limitations  and (ii)  provides  that the
corporation  has the power to purchase and  maintain  insurance on behalf of its
directors,  officers,  employees and other agents against any liability asserted
against or incurred by them in such  capacity or arising out of their  status as
such.

         Article  Seven  of  the  Restated  Articles  of  Incorporation  of  the
Registrant provides as follows:

                  SEVEN:  The liability of the directors of this corporation for
                  monetary  damages shall be  eliminated  to the fullest  extent
                  permissible under California law.

         Article  Eight  of  the  Restated  Articles  of  Incorporation  of  the
Registrant provides as follows:

                  EIGHT:   This  corporation  is  authorized  to  indemnify  the
                  directors  and  officers  of this  corporation  to the fullest
                  extent permissible under California law.

         Section 5.05 of the Bylaws of the Registrant provides as follows:

                  Section 5.05.  Indemnification and Insurance.

                  (a) Right to Indemnification. Each person who was or is made a
                  party  to or  is  threatened  to  be  made  a  party  to or is
                  involuntarily  involved  in any  action,  suit or  proceeding,
                  whether  civil,  criminal,   administrative  or  investigative
                  (hereinafter a "Proceeding"), by reason of the fact that he or
                  she,   or  a   person   of  whom  he  or  she  is  the   legal
                  representative,  is or  was  a  director  of  officer  of  the
                  corporation or is or was serving  (during such person's tenure
                  as director or officer) at the request of the corporation, any
                  other corporation,  partnership, joint venture, trust or other
                  enterprise in any capacity,  whether the basis of a Proceeding
                  is an alleged action in an official  capacity as a director or
                  officer or in any other  capacity  while serving as a director
                  or  officer,  shall be  indemnified  and held  harmless by the
                  corporation  to the fullest  extent  authorized  by California
                  Law, as the same exists or may  hereafter be amended  (but, in
                  the case of any such  amendment,  only to the extent that such
                  amendment   permits  the   corporation   to  provide   broader
                  indemnification rights than said law permitted the corporation
                  to provide  prior to such  amendment),  against all  expenses,
                  liability  and loss  (including  attorneys'  fees,  judgments,
                  fines,  or  penalties  and  amounts to be paid in  settlement)
                  reasonably  incurred or suffered by such person in  connection
                  therewith.  The  right to  indemnification  conferred  in this
                  Section shall be a contract  right and shall include the right
                  to be  paid  by  the  corporation  the  expenses  incurred  in
                  defending a  Proceeding  in advance of the final  disposition;
                  provided,  however,  that,  if  California  Law  requires  the
                  payment of such  expenses in advance of the final  disposition
                  of a  Proceeding  shall  be  made  only  upon  receipt  by the
                  corporation of an undertaking by or on behalf of such director
                  or  officer  to repay  all  amounts  so  advanced  if it shall
                  ultimately be determined  that such director or officer is not
                  entitled to be indemnified under this Section or otherwise. No
                  amendment  to or repeal of this Section 5.05 shall apply to or
                  have  any  effect  on any  right to  indemnification  provided
                  hereunder  with  respect  to any acts or  omissions  occurring
                  prior to such amendment or repeal.

                  (b) Right of Claimant to Bring Suit.  If a claim for indemnity
                  under paragraph (a) of this Section is not paid in full by the
                  corporation  within ninety (90) days after a written claim has
                  been received by the corporation, the claimant may at any time
                  thereafter  bring suit against the  corporation to recover the
                  unpaid  amount of the claim and, if  successful in whole or in
                  part,  the  claimant  shall  also be  entitled  to be paid the
                  expense  of  prosecuting   such  claim  including   reasonable
                  attorneys' fees incurred in connection therewith.  It shall be
                  a defense to any such action (other than an action  brought to
                  enforce  a  claim  for   expenses   incurred  in  defending  a
                  Proceeding  in  advance  of its  final  disposition  where the
                  required undertaking, if any is required, has been tendered to
                  the  corporation)  that the claimant has not met the standards
                  of conduct which make it permissible  under California Law for
                  the  corporation  to  indemnify  the  claimant  for the amount
                  claimed,  but the burden of proving such  defense  shall be on


                                       3





                  the  corporation.  Neither  the  failure  of  the  corporation
                  (including its Board of Directors,  independent legal counsel,
                  or its shareholders) to have made a determination prior to the
                  commencement  of  such  action  that  indemnification  of  the
                  claimant is proper in the circumstances  because he or she has
                  met the applicable standard of conduct set forth in California
                  Law, nor an actual determination by the corporation (including
                  its Board of  Directors,  independent  legal  counsel,  or its
                  shareholders)  that the claimant  has not met such  applicable
                  standard  of  conduct,  shall be a  defense  to the  action or
                  create  a  presumption  that  the  claimant  has  not  met the
                  applicable standard of conduct.

                  (c)  Non-Exclusivity  of Rights.  The rights conferred in this
                  Section  shall not be  exclusive of any other rights which any
                  director,  officer,  employee  or agent may have or  hereafter
                  acquire under any statute,  provision of the Restated Articles
                  of Incorporation,  bylaw,  agreement,  vote of shareholders or
                  disinterested  directors  or  otherwise,  to  the  extent  the
                  additional  rights to  indemnification  are  authorized in the
                  Restated Articles of Incorporation of the corporation.

                  (d)  Insurance.  In  furtherance  and not in limitation of the
                  powers conferred by statute:

                       (1) the corporation  may purchase and maintain  insurance
                       on  behalf  of  any  person  who  is or  was a  director,
                       officer,  employee  or  agent of the  corporation,  or is
                       serving at the request of the  corporation as a director,
                       officer,   employee  or  agent  of  another  corporation,
                       partnership,  joint  venture,  trust or other  enterprise
                       against any expense,  liability  or loss,  whether or not
                       the  corporation  would have the power to  indemnify  the
                       person  against  that  expense,  liability  or loss under
                       California Law.

                       (2) the  corporation  may  create a trust  fund,  grant a
                       security  interest  and/or  use other  means  (including,
                       without  limitation,  letters  of  credit,  surety  bonds
                       and/or other similar arrangements), as well as enter into
                       contracts  providing  indemnification  to the full extent
                       authorized  or  permitted  by law and  including  as part
                       thereof  provisions  with  respect  to  any or all of the
                       foregoing  to ensure the  payment of such  amounts as may
                       become  necessary to effect  indemnification  as provided
                       therein, or elsewhere.

                  (e)   Indemnification   of   Employees   and   Agents  of  the
                  Corporation.  The  corporation  may, to the extent  authorized
                  from time to time by the Board of  Directors,  grant rights to
                  indemnification,  including  the  right  to  be  paid  by  the
                  corporation the expenses incurred in defending a Proceeding in
                  advance of its final disposition,  to any employee or agent of
                  the  corporation  to the fullest  extent of the  provisions of
                  this Section or otherwise with respect to the  indemnification
                  and  advancement  of expenses of directors and officers of the
                  corporation.

                  (f) Amendment by Shareholders.  Any action by the shareholders
                  with respect to any amendment to or the  elimination of all or
                  any  part of this  Article  V,  Section  5.05,  shall  require
                  approval by the holders of 66-2/3% of the  outstanding  shares
                  of the corporation.

         The Registrant has entered into indemnification agreements with certain
of its  directors  and  executive  officers  which  require  the  Registrant  to
indemnify such persons to the fullest extent permitted by applicable law.

         The  Registrant  maintains  an insurance  policy  pursuant to which the
directors  and officers of the  Registrant  are  insured,  within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims,  actions, suits or proceedings,  and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings,  which may be  brought  against  them by  reason of their  being or
having been such directors and officers.

ITEM 7:  EXEMPTION FROM REGISTRATION.

         Not applicable.


                                       4





ITEM 8:  EXHIBITS.

         THE  FOLLOWING  EXHIBITS  ARE  FILED  AS  PART  OF  THIS   REGISTRATION
         STATEMENT:

         4.1     Restated   Articles   of   Incorporation   of  the   Registrant
                 (incorporated  by reference to the  Registrants's  Registration
                 Statement  on Form S-1 filed with the  Securities  and Exchange
                 Commission on May 4, 1995 (File No. 33-91874)).

         4.1.2   Certificate of Amendment of Restated  Articles of Incorporation
                 (incorporated by reference to the Registrant's Quarterly Report
                 on Form 10Q for the quarter ending June 30, 2002).

         4.1.3   Certificate of Amendment of Restated  Articles of Incorporation
                 (incorporated by reference to the Registrant's Quarterly Report
                 on Form 10Q for the quarter ending June 30, 2002).

         4.2     Restated Bylaws of the Registrant (incorporated by reference to
                 the Registrants's Registration Statement on Form S-1 filed with
                 the Securities and Exchange Commission on May 4, 1995 (File No.
                 33-91874)).

         4.3     Non-Qualified Stock Option Agreement dated May 15, 2002 between
                 the Registrant and Gerard Guez.

         4.4     Non-Qualified Stock Option Agreement dated May 15, 2002 between
                 the Registrant and Todd Kay.

         4.5     Non-Qualified Stock Option Agreement dated May 15, 2002 between
                 the Registrant and Kamel Nacif.

         5.1     Opinion of Stubbs Alderton & Markiles, LLP.

         23.1    Consent of Ernst & Young, LLP

         23.2    Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit
                 5.1).

         24.1    Power of  Attorney  (included as part of the  Signature Page of
                 this Registration Statement).

ITEM 9:  UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this Registration  Statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in this Registration Statement or
         any material change to such information in this Registration Statement.

                  (2) That for the purpose of  determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                       5





         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 may be permitted to directors,  officers or  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                       6





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Los Angeles, State of California,  on this 16th
day of June, 2003.

                                       TARRANT APPAREL GROUP
                                       (Registrant)

                                       By:    /S/ PATRICK CHOW
                                            --------------------------
                                            Patrick Chow
                                            Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints each
of Gerard  Guez and  Patrick  Chow as his true and lawful  attorney-in-fact  and
agent with full power of substitution and resubstitution,  for him and his name,
place  and  stead,  in any and all  capacities,  to sign  any or all  amendments
(including post-effective amendments) to this Registration Statement and to file
a new registration  statement under Rule 461 or Instruction E of Form S-8 of the
Securities  Act of 1933,  as amended,  and to file the same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the  foregoing,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.

       SIGNATURE                          TITLE                        DATE
       ---------                          -----                        ----

     /S/ GERARD GUEZ           Chief Executive Officer and         June 16, 2003
-------------------------      Chairman of the Board of
Gerard Guez                    Directors


     /S/ TODD KAY              President and Vice Chairman         June 16, 2003
-------------------------      of the Board of Directors
Todd Kay


     /S/ PATRICK CHOW          Chief Financial Officer,            June 16, 2003
-------------------------      Treasurer and Director
Patrick Chow


     /S/ LARRY RUSS            Director                            June 16, 2003
-------------------------
Larry Russ


     /S/ STEPHANE FAROUZE      Director                            June 16, 2003
-------------------------
Stephane Farouze


     /S/ MITCHELL SIMBAL       Director                            June 16, 2003
-------------------------
Mitchell Simbal


     /S/ BARRY AVED            Director                            June 16, 2003
-------------------------
Barry Aved


     /S/ JOSEPH MIZRACHI       Director                            June 16, 2003
-------------------------
Joseph Mizrachi


     /S/ MILTON KOFFMAN        Director                            June 16, 2003
-------------------------
Milton Koffman


                                       7





                                  EXHIBIT INDEX


EXHIBIT
  NO.                             EXHIBIT DESCRIPTION
-------                           -------------------

4.1     Restated  Articles of Incorporation  of the Registrant  (incorporated by
        reference to the Registrants's  Registration Statement on Form S-1 filed
        with the  Securities  and Exchange  Commission  on May 4, 1995 (File No.
        33-91874)).

4.1.2   Certificate   of  Amendment  of  Restated   Articles  of   Incorporation
        (incorporated by reference to the Registrant's  Quarterly Report on Form
        10Q for the quarter ending June 30, 2002).

4.1.3   Certificate   of  Amendment  of  Restated   Articles  of   Incorporation
        (incorporated by reference to the Registrant's  Quarterly Report on Form
        10Q for the quarter ending June 30, 2002).

4.2     Restated  Bylaws of the  Registrant  (incorporated  by  reference to the
        Registrants's   Registration  Statement  on  Form  S-1  filed  with  the
        Securities and Exchange Commission on May 4, 1995 (File No. 33-91874).

4.3     Non-Qualified  Stock  Option  Agreement dated May 15, 2002  between  the
        Registrant and Gerard Guez.

4.4     Non-Qualified  Stock  Option  Agreement dated May 15, 2002  between  the
        Registrant and Todd Kay.

4.5     Non-Qualified  Stock  Option  Agreement dated May 15, 2002  between  the
        Registrant and Kamel Nacif.

5.1     Opinion of Stubbs Alderton & Markiles, LLP.

23.1    Consent of Ernst & Young, LLP

23.2    Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).

24.1    Power  of  Attorney  (included  as  part  of the  Signature  Page  of
        this Registration Statement).