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


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of Earliest Event Reported): October 21, 2004


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


         CALIFORNIA                    0-26006                  95-4181026
(State or Other Jurisdiction         (Commission             (I.R.S. Employer
      of Incorporation)              File Number)            Identification No.)





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




                                 (323) 780-8250
              (Registrant's Telephone Number, Including Area Code)




Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





ITEM 3.01 - NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE 
            OR STANDARD; TRANSFER OF LISTING.

         On October 21, 2004, we received a letter from The Nasdaq Stock Market,
Inc.  ("NASDAQ")  notifying  us  that as a  result  of the  previously  reported
resignation of Larry Russ as a director of Tarrant  Apparel Group,  only four of
our eight current  directors  qualify as  "independent"  directors as defined in
Marketplace  Rule  4200.  As a result,  the  Company is not in  compliance  with
Marketplace  Rule 4450 (the "RULE"),  which requires as a condition to continued
inclusion  on  Nasdaq  that a  majority  of our  directors  be  independent.  In
accordance with Marketplace  Rule  4350(c)(1),  we have until the earlier of our
next shareholder meeting or October 15, 2005 to regain compliance with the Rule.
To regain  compliance,  a majority of our  directors  must meet the  independent
director  requirements.  We are actively  seeking a new independent  director to
replace Mr. Russ on our Board of Directors.


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                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     TARRANT APPAREL GROUP

Date:  October 25, 2004               By: /s/ Corazon Reyes               
                                          --------------------------------------
                                          Corazon Reyes, Chief Financial Officer


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