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): ~~March~~May 2412, 2009

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

CALIFORNIA
(State or Other Jurisdiction
of Incorporation)

0-26006
(Commission
File Number)

95-4181026
(I.R.S. Employer
Identification No.)

801 S. FIGUEROA STREET, SUITE 2500
LOS ANGELES, CALIFORNIA
(Address of Principal Executive Offices)

90017
(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):

~~|_|~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~|_|~~ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 32.0102 NoticeResults of DelistingOperations orand FailureFinancial to Satisfy a Continued Listing Rule or Standard; Transfer of ListingCondition.

On ~~March~~ 24May 12, 2009, we ~~received written notification that~~Tarrant ~~NASDAQ~~Apparel ~~has extended the~~ Group ~~previously announced suspension of~~issued ~~enforcement of~~a press release regarding its ~~bid~~financial ~~price~~results ~~and~~for ~~market~~the ~~value~~first ~~of publicly~~quarter ~~held~~ended ~~shares requirements for~~March ~~continued listing~~31, on2009. A copy of the ~~exchange~~press ~~until~~release ~~July~~is ~~20, 2009. The~~attached ~~suspension~~hereto ~~was~~as ~~previously~~Exhibit ~~scheduled~~99.1 toand ~~expire~~is onincorporated ~~April~~herein ~~17,~~by ~~2009~~this reference.

~~On October~~The 2,information ~~2008,~~in wethis ~~received~~report ashall ~~Nasdaq~~not ~~Staff Determination Letter indicating that~~be ~~we had~~deemed ~~failed~~"filed" tofor ~~comply~~purposes ~~with~~of Section 18 of the ~~$1.00~~Securities ~~minimum~~Exchange ~~bid~~Act ~~price~~of ~~requirement~~1934, ~~for~~nor ~~continued listing set~~shall ~~forth~~it inbe ~~Marketplace~~deemed ~~Rules~~incorporated ~~4310(c)(4), and~~by ~~that~~reference ~~our~~in ~~securities~~any ~~were~~filing ~~therefore subject~~under tothe ~~delisting from~~Securities ~~The~~Act ~~Nasdaq Global Market. On~~of ~~October~~1933 3,or ~~2008, we~~ the ~~requested~~Securities aExchange ~~written hearing before~~Act aof ~~Nasdaq Listing~~1934, ~~Qualifications~~except ~~Panel~~as toshall ~~review the~~be ~~Staff's~~expressly ~~determination. The~~set ~~previously~~forth ~~scheduled~~by ~~hearing~~specific ~~has~~reference ~~been~~in ~~cancelled~~such a filing.

NASDAQ willItem not take any action prior to July 20, 2009 to delist Tarrant Apparel Group for the bid price deficiency9. If01 weFinancial areStatements still deficientand in bid price on the close of business on July 20, 2009, unless the suspension is further extended, NASDAQ will contact us to reschedule a hearing before a Nasdaq Listing Qualifications PanelExhibits.

2(a) Financial statements of business acquired.

~~SIGNATURE~~None.

~~Pursuant to~~(b) ~~the~~Pro ~~requirements~~forma offinancial ~~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~~information.

~~Date: March 27, 2009 TARRANT APPAREL GROUP By: /s/ Patrick Chow _______________________________ Patrick Chow, Chief Financial Officer~~None.

3(c) Shell company transactions.

None.

(d)

Exhibits.

99.1

Press Release dated May 12, 2009, published by Tarrant Apparel Group.*

* This exhibit is furnished, not filed.

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.

Date: May 12, 2009

TARRANT APPAREL GROUP

By: /s/ Patrick Chow
_______________________________
Patrick Chow, Chief Financial Officer

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

FORM 8-K

Item 32.0102 NoticeResults of DelistingOperations orand FailureFinancial to Satisfy a Continued Listing Rule or Standard; Transfer of ListingCondition.

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

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