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): June 15, 2005


                              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 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

         From June 13, 2005 through June 20, 2005, holders of our outstanding 6%
convertible   secured  debentures   converted  an  aggregate  of  $2,026,374  of
indebtedness  under the debentures into 1,013,187  shares our common stock.  The
debentures  are  convertible  at the option of the  holders  into  shares of our
common stock at a price of $2.00 per share.  These shares were issued to certain
holders of the debentures as of the following dates:

         o        100,000 shares on June 13, 2005

         o        118,500 shares on June 15, 2005

         o        250,000 shares on June 16, 2005

         o        44,687 shares on June 17, 2005

         o        500,000 shares on June 20, 2005

         The  issuance  of these  shares was exempt  from the  registration  and
prospectus  delivery  requirements  of the  Securities  Act  pursuant to Section
3(a)(9) of the Securities Act.


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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:  June 20, 2005                 By:           /S/ CORAZON REYES            
                                          --------------------------------------
                                          Corazon Reyes, Chief Financial Officer


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