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

                                    FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934. For the quarterly period ended April 2, 2005.

                                         or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934. For the transition period from ______ to _______.

                          Commission File No. 000-20201


                            HAMPSHIRE GROUP, LIMITED
                            ------------------------
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                    06-0967107
         --------                                    ----------
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                             215 COMMERCE BOULEVARD
                         ANDERSON, SOUTH CAROLINA 29625
    ------------------------------------------------------------------------
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

      (Registrant's Telephone Number, Including Area Code) - (864) 225-6232

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

      Title of Each Class                     Number of Shares Outstanding
        of Securities                               as of May 6, 2005
 -----------------------------                ----------------------------
 Common Stock, $0.10 Par Value                        4,080,129
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                               INDEX TO FORM 10-Q


PART I - FINANCIAL INFORMATION                                          Page
                                                                        ----

Item 1  Financial Statements

        Unaudited Condensed Consolidated Balance Sheets as of
        April 2, 2005, April 3, 2004 and December 31, 2004               3

        Unaudited Condensed Consolidated Statements of Income for
        the Three Months Ended April 2, 2005 and April 3, 2004           4

        Unaudited Condensed Consolidated Statements of Cash Flows
        for the Three Months Ended April 2, 2005 and April 3, 2004       5

        Notes to Unaudited Condensed Consolidated Financial Statements   6

Item 2  Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                       12

Item 3  Quantitative and Qualitative Disclosures About Market Risk      16

Item 4  Controls and Procedures                                         16


PART II - OTHER INFORMATION

Item 1  Legal Proceedings                                               17

Item 2  Changes in Securities                                           17

Item 5  Other Information                                               17

Item 6  Exhibits                                                        18

Signatures                                                              19

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act        20

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act         22

                                      -2-
<PAGE>
<TABLE>
                         PART I - FINANCIAL INFORMATION
<CAPTION>
Item 1 - Financial Statements

                            HAMPSHIRE GROUP, LIMITED
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                             April 2,    April 3,    Dec. 31,
ASSETS                                         2005        2004        2004*
------                                       --------    --------   ---------
<S>                                          <C>         <C>         <C>
Current assets:
  Cash and cash equivalents                  $ 25,891    $ 61,038    $ 31,214
  Short-term investments                       46,811       5,000      49,440
  Accounts receivable trade - net              33,213      29,013      31,776
  Account receivable - other                      155         481       1,292
  Inventories                                  12,051      10,997      10,393
  Other current assets                          6,054       4,904       5,857
                                             --------    --------    --------
       Total current assets                   124,175     111,433     129,972

Fixed assets - net                              1,462       1,510       1,318
Goodwill                                        8,020       8,020       8,020
Other assets                                    1,800       2,673       1,470
                                             --------    --------    --------
                                             $135,457    $123,636    $140,780
                                             ========    ========    ========

LIABILITIES
Current liabilities:
  Current portion of long-term debt          $  1,886    $  1,932    $  1,901
    Accounts payable                           10,031       6,390       8,156
    Accrued expenses and other liabilities     10,856      16,357      19,141
                                             --------    --------    --------
        Total current liabilities              22,773      24,679      29,198

Senior notes - less current portion             3,750       5,637       3,750
Deferred compensation                           3,103       2,473       2,940
                                             --------    --------    --------
        Total liabilities                      29,626      32,789      35,888
                                             --------    --------    --------

STOCKHOLDERS' EQUITY
Common Stock, $0.10 par value; issued
  4,761,911, 4,761,911, 4,761,911; and
  outstanding 4,111,629, 4,081,971
  and 4,100,570                                   476         476         476
Additional paid-in capital                     34,007      32,795      33,682
Retained earnings                              93,383      80,793      93,114
Treasury stock                                (22,035)    (23,217)    (22,380)
                                             --------    --------    --------
        Total stockholders' equity            105,831      90,847     104,892
                                             --------    --------    --------
                                             $135,457    $123,636    $140,780
                                             ========    ========    ========
<FN>
    * Derived from the December 31, 2004 audited consolidated balance sheet.

             (The accompanying notes are an integral part of these
                        unaudited financial statements.)
</FN>
</TABLE>
                                      -3-
<PAGE>
<TABLE>
                       HAMPSHIRE GROUP, LIMITED
         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (In thousands, except per share data)
<CAPTION>
                                             Three Months Ended
                                          -----------------------
                                           April 2,      April 3,
                                             2005          2004
                                           -------       -------
<S>                                        <C>           <C>

Net sales                                  $58,077       $54,397
Cost of goods sold                          43,726        41,981
                                           -------       -------
  Gross profit                              14,351        12,416

Selling, general and
  administrative expenses                   13,357        12,297
                                           -------       -------
Income from operations                         994           119

Other income (expense):
  Interest income                              388           272
  Interest expense                            (147)         (163)
  Other                                         13            19
                                           -------       -------
Income before income taxes                   1,248           247
Provision for income taxes                     500           100
                                           -------       -------
Net income                                 $   748       $   147
                                           =======       =======
Net income per share -        Basic          $0.18         $0.04
                                             =====         =====
                              Diluted        $0.18         $0.03
                                             =====         =====
Weighted average number
  of  shares outstanding -    Basic          4,103         4,077
                                             =====         =====
                              Diluted        4,125         4,204
                                             =====         =====
<FN>
              (The accompanying notes are an integral part of these
                        unaudited financial statements.)
</FN>
</TABLE>
                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                            HAMPSHIRE GROUP, LIMITED
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                                                   Three Months Ended
                                                                -----------------------
                                                                  April 2,     April 3,
                                                                    2005         2004
                                                                  -------      -------
<S>                                                               <C>          <C>
Cash flows from operating activities:
  Net income                                                      $   748      $   147
  Adjustments to reconcile income from operations
    to net cash (used in) provided by operating activities:
     Depreciation                                                     230          198
     Gain on sale of property                                         (20)         -
     Net deferred compensation expenses for executives                171          324
     Net change in operating assets and liabilities:
       Receivables                                                   (300)        (848)
       Inventories                                                 (1,658)      11,052
       Other assets                                                  (133)        (102)
       Accounts payable, accrued expenses and other liabilities    (6,085)      (8,138)
                                                                  -------      -------
     Net cash (used in) provided by operating activities           (7,047)       2,633
                                                                  -------      -------
Cash flows from investing activities:
  Sales of short-term investments                                  30,056           10
  Purchase of short-term investments                              (27,427)         -
  Capital expenditures - net                                         (354)         (41)
  Purchase of securities in deferred compensation fund
                                                                     (402)         -
                                                                  -------      -------
    Net cash provided by (used in) investing activities             1,873          (31)
                                                                  -------      -------
Cash flows from financing activities:
  Repayment of long-term debt                                         (15)         (14)
  Proceeds from issuance of treasury stock                            118          168
  Purchase of treasury stock                                         (252)         -
                                                                  -------      -------
    Net cash (used in) provided by financing activities              (149)         154
                                                                  -------      -------
Net (decrease) increase in cash and cash equivalents               (5,323)       2,756
Cash and cash equivalents - beginning of period                    31,214       58,282
                                                                  -------      -------
Cash and cash equivalents - end of period                         $25,891      $61,038
                                                                  =======      =======
--------------------------------------------------------------------------------------

Supplementary disclosure of cash flow information:
Cash paid during the period for:
  Income taxes                                                     $3,777       $2,971
  Interest                                                              1            1
 Non-cash activity:
  Treasury stock from options exercised                               384          -
  Tax benefit relating to Common Stock Plans                          325          110
<FN>

              (The accompanying notes are an integral part of these
                        unaudited financial statements.)
</FN>
</TABLE>
                                      -5-
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

Note 1 -  Basis of Presentation

The consolidated  financial statements are unaudited and include the accounts of
Hampshire Group, Limited and its wholly-owned subsidiaries (the "Company").  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.  These financial statements have been prepared in accordance with
accounting  principles  generally  accepted in the United  States of America for
interim   financial   information  and  the   instructions  of  Regulation  S-X.
Accordingly,  these  financial  statements do not include all of the information
and footnotes  required by such  generally  accepted  accounting  principles for
complete financial statements.

In the  opinion  of the  management  of the  Company,  the  unaudited  condensed
consolidated  financial  statements contain all adjustments,  consisting only of
normal recurring  adjustments,  considered necessary for a fair statement of the
results  of  operations  for the  interim  periods  presented  with no  material
retroactive adjustments.

The results of operations for interim  periods are not indicative of the results
that may be expected  for a full year due to the  seasonality  of the  business.
These interim unaudited condensed  consolidated  financial  statements should be
read in conjunction with the audited consolidated financial statements and notes
thereto for the year ended December 31, 2004,  included in the Company's  Annual
Report on Form 10-K.

Certain reclassifications have been made to data of the previous year to conform
to the presentation of the current year.

Note 2 -  Summary of Critical and Other Significant Accounting Policies

The preparation of financial  statements  requires  management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues,
and expenses and related disclosure of contingent assets and liabilities.  On an
ongoing basis  management  evaluates its estimates,  including  those related to
allowances for markdowns,  customer returns and adjustments,  doubtful accounts,
inventory  reserves and income taxes payable.  Management bases its estimates on
historical  experience and on various other assumptions that management believes
to be reasonable under the circumstances,  the results of which form a basis for
making judgments about the carrying value of assets and liabilities that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates  under  different  assumptions  or  conditions;   however,  management
believes that its estimates,  including those for the above described items, are
reasonable  and that the actual  results  will not vary  significantly  from the
estimated amounts.

                                      -6-
<PAGE>
The  following  critical  accounting  policies  relate  to the more  significant
judgments and estimates used in the  preparation of the  consolidated  financial
statements:

Allowances for Customer Returns and Adjustments
-----------------------------------------------
The Company reserves  allowances for customer  returns,  trade discounts,  co-op
advertising,  customer chargebacks,  and for sales and markdown allowances given
to the  customer  normally  at the  end of the  selling  seasons,  which  enable
customers  to  markdown  the  retail  sales  prices.  The  estimates  for  these
allowances  and  discounts  are based on a number  of  factors,  including:  (a)
historical  experience,  (b) industry  trends,  and (c) specific  agreements  or
negotiated amounts with customers.

Further, while the Company believes that it has negotiated all substantial sales
and markdown  allowances with its customers for the season  recently  completed,
additional  allowances  for the  spring  season  are  anticipated  and have been
provided for and others may be requested by customers for the concluded seasons.
Likewise,  should the financial  condition of the  Company's  customers or other
parties  improve and result in payments or favorable  settlements  of previously
reserved amounts, the Company may reduce its recorded allowances.

Reserves for Doubtful Accounts of Customers
-------------------------------------------
The Company  maintains  reserves for  doubtful  accounts of its  customers.  The
estimates for these reserves are based on aging of the trade accounts receivable
and specific  information obtained by the Company on the financial condition and
current credit  worthiness of customers.  The Company does not normally  require
collateral  for  its  trade  receivables.  The  accounts  of  certain  high-risk
customers  are factored with  financial  institutions  or the Company  purchases
credit insurance for a portion of such accounts.  If the financial  condition of
the  Company's  customers  were to  deteriorate  and impair  the  ability of the
customers  to make  payments on their  accounts,  the Company may be required to
increase its allowances by recording addition reserves for doubtful accounts.

Inventory Reserves
------------------
The Company  analyzes  out-of-season  merchandise  on an individual SKU basis to
determine reserves, if any, that may be required to reduce the carrying value to
net realizable  value.  Additionally,  the Company provides reserves for current
season  merchandise  whose  carrying  value is  expected,  based  on  historical
experience, to exceed its net realizable value. Factors considered in evaluating
the requirement for reserves  include product  styling,  color,  current fashion
trends and quantities on hand. Some of the Company's products are "classics" and
remain  saleable  from one  season to the next and  therefore  no  reserves  are
generally  required on these products.  An estimate is made of the market value,
less expense to dispose and a normal profit  margin,  of products whose value is
determined to be impaired.  If these products are  ultimately  sold at less than
estimated  amounts,  additional  reserves  may be required.  Likewise,  if these
products are sold for more than estimated amounts, reserves may be reduced.

Also, the following accounting policies significantly affect the preparation of
the consolidated financial statements:

                                      -7-
<PAGE>
Principles of Consolidation
---------------------------
The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries, including Hampshire Designers, Item-Eyes and Keynote Services.
All significant  intercompany  accounts and transactions have been eliminated in
consolidation.

Cash Equivalents
----------------
Cash equivalents consist of highly liquid investments with initial maturities of
ninety  days or  less.  A  significant  amount  of the  Company's  cash and cash
equivalents  are on deposit in  financial  institutions  and exceed the  maximum
insurable deposit limits.

Short-Term Investments
----------------------
Short-term  investments  consist  primarily  of AAA rated  auction  bonds  which
normally have a 35 day liquidity. These investments are classified as "available
for sale".

Inventories
-----------
Inventories are stated at the lower of cost or market.  Cost is determined using
the first-in, first-out method ("FIFO") for all inventory.

Fixed Assets
------------
Fixed assets are recorded at cost. The Company provides for  depreciation  using
the  straight-line  method  over  the  estimated  useful  lives  of the  assets.
Additions and major  replacements or improvements are  capitalized,  while minor
replacements and maintenance costs are charged to expense as incurred.  The cost
and  accumulated  depreciation  of assets sold or retired  are removed  from the
accounts and any gain or loss is included in the results of  operations  for the
period of the transaction.

Impairment of Long-Lived Assets
-------------------------------
The Company  evaluates  the  carrying  value of its  long-lived  assets based on
criteria set forth in Statement of Financial  Accounting  Standards ("SFAS") No.
144,  "Accounting  for the  Impairment  or Disposal of Long-Lived  Assets",  and
records  impairment  losses on such assets when  indicators  of  impairment  are
present and the undiscounted cash flow estimates to be generated by those assets
are less than the assets' carrying amount. Management has evaluated the carrying
value of its long-lived assets and has determined that no impairment  existed as
of April 2, 2005.

Goodwill
--------
Goodwill  represents  the excess of cost over net assets  acquired in connection
with the  acquisition of certain  businesses.  In accordance  with SFAS No. 142,
"Goodwill and Other Intangible  Assets" are not amortized.  Rather,  goodwill is
reviewed  for  impairment  during the fourth  quarter of each year or more often
should  impairment  indicators  exist.  There  has been no  goodwill  impairment
recorded since adoption of SFAS No. 142.

Financial Instruments
---------------------
The  Company's  financial   instruments  primarily  consist  of  cash  and  cash
equivalents,  short-term investments,  accounts receivable, accounts payable and
long-term debt. The carrying amounts of the financial instruments are considered
a  reasonable  estimate  of  their  fair  value at  April  2,  2005,  due to the
short-term nature of the items.

                                      -8-
<PAGE>
Revenue Recognition
-------------------
The Company recognizes sales revenue upon shipment of goods to customers, net of
the Company's estimate for co-op advertising, returns and allowances.

Advertising Costs
-----------------
Advertising costs are expensed as incurred and are included in selling,  general
and administrative expenses.

Shipping Costs
--------------
Costs to ship products to customers are expensed as incurred and are included in
selling, general and administrative expenses.

Income Taxes
------------
Income taxes are recognized for financial  reporting  purposes during the period
in which  transactions  enter into the  determination  of income,  with deferred
taxes being provided for temporary  differences  between the basis for financial
reporting purposes and the basis for income tax reporting purposes.

Earnings Per Common Share
-------------------------
Basic  earnings  per common  share are  computed by  dividing  net income by the
weighted-average  number of shares outstanding for the period.  Diluted earnings
per common share are computed similarly; however, it is adjusted for the effects
of the assumed exercise of the Company's outstanding stock options.

Note 3 -  Inventories

A summary of inventories by component is as follows:

                                    April 2,   April 3,   Dec. 31,
      (In thousands)                  2005       2004       2004
------------------------------------------------------------------
Finished goods                      $11,973    $10,682    $10,212
Work-in-progress                         11         15         43
Raw materials and supplies               67        300        138
                                    -------    -------    -------
     Total                          $12,051    $10,997    $10,393
                                    =======    =======    =======

Note 4 - Revolving Credit Facility

The  Company has a  Revolving  Credit  Agreement  ("Credit  Facility")  with six
participating  commercial  banks,  with  HSBC  Bank  USA as  agent.  The  Credit
Facility, which matures on April 30, 2007, provides for secured borrowings up to
$100  million in  revolving  line of credit  borrowings  and  letters of credit.
Advances under the line of credit are limited to the lesser of: (1) $100 million
less outstanding  letters of credit;  or (2) the sum of 85% of eligible accounts
receivable,  50% of eligible  inventory  (subject to  seasonal  limits),  50% of
outstanding  eligible  letters of credit issued pursuant to the Credit Facility,
and cash on deposit in a pledged account, if any.

                                      -9-
<PAGE>
Advances under the Credit Facility bear interest at either the bank's prime rate
less 0.25% or, at the option of the  Company,  a fixed rate of LIBOR plus 1.80%,
for a fixed  term.  The loan is  collateralized,  pari passu with the  Company's
Senior Notes ("Senior  Notes"),  principally  by the trade accounts  receivable,
inventory,  cash on deposit in a pledged  account,  if any,  and a pledge of the
common  stock  of the  subsidiaries.  At  April  2,  2005,  the  Company  had no
outstanding  borrowings and $65.0 million  outstanding  under letters of credit,
which includes  approximately  $2.8 million related to finished goods in-transit
that have been included in accounts payable in the  accompanying  balance sheet.
At April 2, 2005,  the  Company  had  availability  under the  Revolving  Credit
Facility for borrowing of approximately $3.0 million.

Both the Credit Agreement and the Senior Notes contain  financial  covenants and
covenants  that  restrict  certain  payments  by  the  Company.   The  financial
performance  covenants  require,  among other things,  that the Company maintain
specified   levels  of  consolidated  net  worth,  not  to  exceed  a  specified
consolidated  leverage  ratio,  achieve a specified fixed charge ratio and limit
capital  expenditures  to  a  specified  maximum  amount.  The  Company  was  in
compliance with the financial covenants and restrictions at April 2, 2005.

Note  5 - Earnings Per Share

Set forth in the table below is reconciliation by year of the numerator (income
or (loss) and the  denominator (shares) of the basic and diluted  earnings per
share ("EPS") computations.
<TABLE>
<CAPTION>
                                   Three Months Ended              Three Months Ended
                                     April 2, 2005                   April 3, 2004
                            ----------------------------------------------------------------
(In thousands,              Numerator Denominator Per Share  Numerator Denominator Per Share
 except per share data)       Income     Shares     Amount     Income    Shares      Amount
                            ----------------------------------------------------------------
<S>                           <C>        <C>         <C>        <C>       <C>        <C>
Basic EPS:
Net income                    $748       4,103       $0.18      $147      4,077      $0.04
Effect of dilutive             -            22         -         -          127      (0.01)
  securities-options        ----------------------------------------------------------------
Diluted EPS:
Net income                    $748       4,125       $0.18      $147      4,204      $0.03
                            ================================================================

</TABLE>
Note  6 - Stock Split and Buyback

On March 17, 2005, the Board of Directors of the Company  approved a two-for-one
stock split of outstanding common stock payable June 28, 2005 to stockholders of
record at the close of  business  as on May 31,  2005.  As a result of the stock
split,  stockholders of record will be entitled to receive one additional  share
of common stock for each share of common stock held on the June record date. The
stock  split  will  result  in  the  distribution  of  approximately   4,080,000
additional  shares of common  stock.  Upon  completion  of the stock split,  the
number of outstanding shares of common stock will be approximately 8,160,000. On
June 1, 2005, the Company's common stock will begin trading on NASDAQ at the new
split-adjusted price.

                                      -10-
<PAGE>
Pro forma earnings per share amounts on a post-split basis would be as follows:

                                       Three Months Ended
                              ------------------------------------
                              April 2, 2005          April 3, 2004
                              -------------          -------------
Net income per share
  Basic -
    As reported                    $0.18                  $0.04
                                   -----                 ------
    Pro forma                      $0.09                  $0.02
                                   -----                 ------
  Diluted -
    As reported                    $0.18                  $0.03
                                   -----                 ------
    Pro forma                      $0.09                 $0.015
                                   -----                 ------

The Board of  Directors of the Company also  approved  the  repurchase  of up to
200,000 shares (400,000 shares  post-split) of the Company's  outstanding common
stock.  The  repurchase  will be  conducted  through  open  market or  privately
negotiated transactions over an indefinite period.

Note  7 - Contingencies

The Company is, from time to time,  involved  in  litigation  incidental  to the
conduct  of  its  business.   Management  believes  that  no  currently  pending
litigation  to which it is a party  will have a material  adverse  effect on the
Company's consolidated financial condition or results of operations.

During the fourth  quarter of 2002,  the Company was advised that certain of its
suppliers would not be able to deliver finished  product as agreed.  As a result
of the  failure  of  the  suppliers  to  meet  these  obligations,  the  Company
established  a reserve  in the amount of  $7,540,000  for  estimated  losses for
matters  arising  from these  events.  At April 2, 2005,  these  matters  remain
unresolved.














                                      -11-
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations

Forward-Looking Statements
--------------------------
This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995,  that
reflect  the  Company's  current  views  with  respect  to future  events.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual results to differ materially from those projected.  Readers are cautioned
not to place undue reliance on these forward-looking statements which speak only
as of the date hereof.  The Company  undertakes no obligation to publish revised
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrences of unanticipated  events.  Readers are also
urged to review and  consider  carefully  the  various  disclosures  made by the
Company  in its Annual  Report on Form 10-K and other  Securities  and  Exchange
Commission  filings,  which advise interested parties of the factors that affect
the Company's business.

Executive Overview
------------------
The  Company  is  engaged  exclusively  in  the  apparel  business  through  two
wholly-owned  subsidiaries - Hampshire  Designers,  which primarily  designs and
sell women's and men's sweaters, and Item-Eyes,  which designs and sells a broad
line of  women's  woven  and  knit  related  separates.  The  Company  sells  to
approximately  250 retail customers,  primarily in the United States,  including
major  department  stores,  mass merchants,  specialty retail stores and catalog
companies.  The Company's business is highly seasonal with the majority of sales
occurring in the third and fourth quarters of the year.

The Company outsources the manufacture of its products, principally due to lower
labor  costs.  The  Company's  established  international  sourcing  network  of
manufacturers  are  located  throughout  the  world,  with the  majority  of the
manufacturers being located in South East Asia. With the Company's dependence on
international  sources,  the  failure  of any of  these  manufacturers  to  ship
products to the Company in a timely manner, failure of the manufacturers to meet
required  quality  standards or delays in the shipments  clearing  United States
Customs could cause the Company to miss  delivery  dates to its  customers.  The
failure to make timely  deliveries  could expose the Company to liability to its
customers or cause  customers to cancel orders or demand reduced prices for late
delivery.

The Company  continues  to believe  that one of its  greatest  exposures  is the
uncertainty  arising  from the  elimination  of quotas  (the right to import the
products)  as of January 1, 2005 on imported  products  and the impact this will
have  on  international  trade,  particularly  in  the  apparel  industry.  This
uncertainty  includes  any  action  that  might be taken  by the  United  States
government  as it  monitors  the  effect of  increased  quantities,  if any,  on
imported  apparel in the retail market. A coalition of United States textile and
apparel  industry  trade groups has requested the United  States'  government to
protect product  categories  including products which the Company purchases from
manufactures  in  foreign  markets.  The  government  has yet to  respond to the
request.

                                      -12-
<PAGE>
The  Company,  however,  does not believe  that the  elimination  of quotas will
reduce the Company's cost to purchase its products.  A portion of the price paid
for quotas was used by foreign  governments to subsidize the  manufacture of the
products. The elimination of quotas may result in manufacturers requiring higher
prices for their  products.  Further,  each  participant in the supply chain may
view the  expiration of the quotas as an opportunity to increase the prices they
charge.  At the same time,  the  Company's  customers  continue to put  downward
pressure on prices.  As a result of the foregoing,  the Company does not believe
that it has or will benefit from the elimination of quotas.

In a highly  competitive  retail climate the Company continues to remain focused
on its customers' needs in terms of quality, value and service. The Company will
attempt to minimize  its  exposure  from  foreign  manufacturing  by placing its
contracts  for  production  as far in  advance  as  reasonably  possible  and by
scheduling delivery of products in advance of the dates on which products are to
be delivered to customers.  However the Company is not able to forecast with any
certainty its sales for the remainder of the year due to the competitive  retail
environment and uncertain outlook for retail sales.

RESULTS OF OPERATIONS

Three Months Ended April 2, 2005 and April 3, 2004

Net Sales
---------
Net sales for the three  months ended April 2, 2005 were  $58,077,000,  compared
with  $54,397,000  for the same period last year,  an increase of  $3,680,000 or
6.8%.  The  increase  resulted  from  additional  net sales of  women's  related
separates  of  approximately  $12,100,000,  offset  in  part  by a  decrease  of
approximately   $8,400,000  in  net  sales  of  sweaters.  The  Company  shipped
approximately  5,000 dozen less units,  or 1.0%,  during the three  months ended
April 2, 2005  compared  with the same period  last year.  The average net sales
price per unit for the three months ended April 2, 2005 increased 7.8%, compared
with the same period  last year,  primarily  due to the mix in product  shipped.
Shipments of men's sweaters are not significant for this period of the year.

Gross Profit
------------
Gross profit for the three months ended April 2, 2005 was $14,351,000,  compared
with $12,416,000 for the same period last year. The $1,935,000 increase resulted
primarily from the increased net sales during the current three-month period. In
addition the gross profit  comparison has been affected by a $1,200,000  reserve
for estimated  incremental  customs costs related to importing  merchandise from
one of its  suppliers  established  in the same  period  the  prior  year.  As a
percentage  of net sales,  gross  profit  margin  was 24.7% for the  three-month
period of 2005, compared with 22.8% for the same period last year.

Selling, General and Administrative Expenses
--------------------------------------------
Selling,  general and administrative  ("SG&A") expenses were $13,357,000 for the
three months ended April 2, 2005,  compared with $12,297,000 for the same period
last year.  The increase of $1,060,000  resulted  primarily from the increase in
expenses incurred from the higher net sales in the current  three-month  period.
As a  percentage  of net sales,  SG&A  expenses  were 23.0% for the  three-month
period of 2005, compared with 22.6% for the same period last year.

                                      -13-
<PAGE>
Interest Income
---------------
Interest income for the three months ended April 2, 2005 was $388,000,  compared
with $272,000 for the same period last year.  The increase  resulted from higher
average returns on investments  and slightly higher amounts  invested during the
current three-month period.

Interest Expense
----------------
Interest expense for the three months ended April 2, 2005 was $147,000, compared
with  $163,000 for the same period last year.  The decrease  resulted from lower
average  borrowings  during the period ended April 2, 2005.  Average  borrowings
during the three-month period ended April 2, 2005 were $5,644,000, compared with
$7,577,000 for the same period last year.

Income Taxes
------------
The Company's  provision for income tax for the three months ended April 2, 2005
was $500,000 compared with $100,000 for the same period last year. The effective
income tax rate was 40.1% for the three  months  ended  April 2, 2005,  compared
with 40.5% for the same period last year.

Net Income
----------
As a result of the  foregoing,  the Company had net income for the three  months
ended April 2, 2005 of $748,000,  or $0.18 per diluted share,  compared with net
income of $147,000, or $0.03 per diluted share for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

The  primary  liquidity  and  capital  requirements  of the  Company are to fund
working capital for current  operations,  which consists of funding the seasonal
buildup in inventories  and accounts  receivable and servicing  long-term  debt.
Long-term  debt service  principally  consists of annual  principal  payments of
approximately $1.9 million. Due to the seasonality of the business,  the Company
generally  reaches its maximum  borrowing  under its revolving  credit  facility
during the third quarter of the year. The primary  sources to meet the liquidity
and capital  requirements  include funds generated from  operations,  borrowings
under revolving credit lines and long-term debt.

Net cash used in operating  activities was $7,047,000 for the three months ended
April 2, 2005,  as compared  with net cash  provided by operating  activities of
$2,633,000 in the same period last year.  Net cash used in operating  activities
during the three months ended April 2, 2005 resulted  primarily  from a decrease
in accounts payable, accrued expenses and other liabilities of $6,085,000 and an
increase  in  inventory  of  $1,658,000,  offset in part by net  income  for the
current period of $748,000.  The decrease in accounts payable,  accrued expenses
and other  liabilities  resulted  primarily  from the payment of 2004  incentive
bonus compensation and income taxes.

Net cash  provided by operating  activities  for the three months ended April 2,
2004 resulted primarily from a decrease in inventory of $11,052,000, offset by a
decrease  in  accounts  payable,  accrued  expenses  and  other  liabilities  of

                                      -14-
<PAGE>
$8,138,000.  This activity resulted  primarily from seasonality of the Company's
business  and its  decision  to  minimize  the men's  business to be done in the
spring.

Net cash provided by investing  activities  was  $1,873,000 for the three months
ended April 2, 2005, as compared  with net cash used in investing  activities of
$31,000 for the same period  last year.  For the period  ended April 2, 2005 the
Company had net sales of  short-term  investments  of  $2,629,000 as compared to
$10,000 for the same period the prior year. During the three-month periods ended
April 2,  2005  and  April  3,  2004 the  Company  used  $354,000  and  $41,000,
respectively,  on net capital expenditures.  Additionally during the three month
period  ended  April 2, 2005 the  Company  purchased  securities  in a  deferred
compensation fund for $402,000.

Net cash used in financing  activities of operations  was $149,000 for the three
months  ended April 2, 2005,  as compared  with net cash  provided by  financing
activities  of $154,000  for the same period last year.  During the three months
ended April 2, 2005 and April 3, 2004,  the  Company  repaid  long-term  debt of
$15,000  and  $14,000,  respectively,  and had  proceeds  from the  issuance  of
treasury stock of $118,000 and $168,000, respectively.

The balance  sheets of April 2, 2005 when compared with April 3, 2004 the higher
balances of inventories,  account receivable and accounts payable are due to the
increased  sales  volume for  spring  2005,  primarily  in the  women's  related
separate products. At April 3, 2004 in accrued expense and other liabilities the
Company had  accrued  for  approximately  $2,600,000  due to a  customer,  had a
reserve of approximately  $1,150,000 for settlement of a contract matter and had
an  additional  reserve of  approximately  $1,000,000  for an open issue with US
Customs. The resolution of these matters was the primary reason for the decrease
in accrued expense and other liabilities at April 3, 2005.

The Company maintains a Revolving Credit Agreement ("Credit  Facility") with six
participating  commercial  banks,  with  HSBC  Bank  USA as  agent.  The  Credit
Facility, which matures on April 30, 2007, provides for secured borrowings up to
$100  million in  revolving  line of credit  borrowings  and  letters of credit.
Advances under the line of credit are limited to the lesser of: (1) $100 million
less outstanding  letters of credit;  or (2) the sum of 85% of eligible accounts
receivable;  cash  deposited  in a pledged  account;  50% of eligible  inventory
(subject to seasonal  limits);  50% of  outstanding  eligible  letters of credit
issued  pursuant to the Credit  Facility,  plus  seasonal  over  advances in the
periods of highest requirements.

Advances under the Credit Facility bear interest at either the bank's prime rate
less 0.25% or, at the option of the  Company,  a fixed rate of LIBOR plus 1.80%,
for a fixed  term.  The loan is  collateralized,  pari passu with the  Company's
Senior Notes ("Senior  Notes"),  principally  by the trade accounts  receivable;
cash deposited in a pledged account;  inventory and a pledge of the common stock
of the subsidiaries. At April 2, 2005, the Company had no outstanding borrowings
and  $65.0  million   outstanding  under  letters  of  credit,   which  includes
approximately  $2.8 million related to finished goods  in-transit that have been
included in accounts  payable in the  accompanying  balance  sheet.  At April 2,
2005,  the Company had  availability  under the  Revolving  Credit  Facility for
borrowing of approximately $3.0 million.

Both the Credit  Facility and the Senior Notes contain  financial  covenants and
covenants that restrict certain payments by the Company. The financial covenants

                                      -15-
<PAGE>
require,  among other  things,  that the Company  maintain  specified  levels of
consolidated net worth, not to exceed a specified  consolidated  leverage ratio,
achieve a specified  fixed  charge  ratio and limit  capital  expenditures  to a
specified  maximum  amount.  The Company was in  compliance  with the  financial
performance covenants and restrictions at April 2, 2005.

Management believes that cash flow from operations,  available  borrowings under
the credit facility and long-term  borrowings will provide adequate resources to
meet  the  Company's   capital   requirements  and  operational  needs  for  the
foreseeable future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to the Company's significant  accounting policies and
estimates  as set forth in the  Annual  Report  on Form 10-K for the year  ended
December 31, 2004.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact the financial  position,
results of  operations  or cash flows of the Company  due to adverse  changes in
financial and product market prices and rates.  The Company is exposed to market
risks including reduction in the value of the dollar,  changes in interest rates
and increased costs for its products.

The  long-term  debt of the  Company is at fixed  interest  rates,  which was at
market  when the debt was  issued,  but was above  market on April 2, 2005.  The
short-term  debt of the Company is at variable rates based on the prime interest
rate of the lending  institutions or, at the option of the Company, a fixed rate
based on LIBOR, for a fixed term.

In purchasing  apparel from foreign  manufacturers,  the Company uses letters of
credit that require the payment in U.S. currency upon receipt of bills of lading
for the  products.  Prices are fixed in U.S.  dollars at the time the letters of
credit are issued.

Item 4 - Controls and Procedures

Disclosure Controls and Procedures
----------------------------------
As of April 2, 2005 (the "Evaluation Date"), the Company,  under the supervision
and with the  participation  of the Company's Chief Executive  Officer and Chief
Financial  Officer,  carried  out  an  evaluation  of the  effectiveness  of its
disclosure  controls and procedures,  as such term is defined in Rules 13a-15(e)
and 15d-15(e)  under the Securities  Exchange Act of 1934 (the "Exchange  Act").
Based on the evaluation  performed,  the Company's Chief  Executive  Officer and
Chief  Financial  Officer have concluded  that, as of the  Evaluation  Date, the
Company's  disclosure  controls and  procedures  were effective in recording and
reporting the information required by the Exchange Act for the period indicated.

                                      -16-
<PAGE>
Changes in Internal Control Over Financial Reporting
----------------------------------------------------
There have not been any changes in the Company's internal control over financial
reporting  during  the three  months  ended  April 2, 2005 that have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

The  Company  is from time to time  involved  in  litigation  incidental  to the
conduct of its business.  Management  of the Company  believes that no currently
pending litigation to which it is a party will have a material adverse effect on
its consolidated financial condition, results of operations, or cash flow.

Item 2 - Changes in Securities
<TABLE>
<CAPTION>
                     ISSUER PURCHASES OF EQUITY SECURITIES
                           COMMON STOCK, $0.10 PAR VALUE

                                                                       Maximum
                                                                      Number of
                                                 Total Number of   Shares that May
                       Total Number  Average    Shares Purchased       Yet Be
                        of Shares   Price Per  as Part of Publicly Purchase Under
          Period        Purchased     Share      Announced Plans      the Plans
---------------------------- ------------------------------------------------------
<S>                       <C>        <C>              <C>              <C>
Month No. 1
-----------
Jan. 1 - Jan. 29          8,131      $31.00           8,131            12,144
Month No. 2
-----------
Jan. 30 - Feb. 26           -          -                -                 -
Month No. 3
-----------
Feb. 27 - April 2           -          -                -                 -
                         ----------------------------------------------------------
    Total                 8,131      $31.00           8,131            12,144
                         ==========================================================
</TABLE>

Item 5 - Other Information

Stock Split and Buyback
-----------------------
On March 17, 2005, the Board of Directors of the Company  approved a two-for-one
stock split of outstanding common stock payable June 28, 2005 to stockholders of
record at the close of  business  as on May 31,  2005.  As a result of the stock
split,  stockholders of record will be entitled to receive one additional  share
of common stock for each share of common stock held on the June record date. The
stock  split  will  result  in  the  distribution  of  approximately   4,080,000
additional  shares of common  stock.  Upon  completion  of the stock split,  the

                                      -17-
<PAGE>
number of outstanding shares of common stock will be approximately 8,160,000. On
June 1, 2005, the Company's common stock will begin trading on NASDAQ at the new
split-adjusted price.

Pro forma earnings per share amounts on a post-split basis would be as follows:

                                                    Three Months Ended
                                            ----------------------------------
                                            April 2, 2005        April 3, 2004
                                            -------------        -------------
Net income per share
  Basic -
    As reported                                 $0.18                $0.04
                                                -----                -----
    Pro forma                                   $0.09                $0.02
                                                -----                -----
  Diluted -
    As reported                                 $0.18                $0.03
                                                -----                -----
    Pro forma                                   $0.09                $0.015
                                                -----                ------

The Board of  Directors of the Company also  approved  the  repurchase  of up to
200,000 shares (400,000 shares  post-split) of the Company's  outstanding common
stock.  The  repurchase  will be  conducted  through  open  market or  privately
negotiated transactions over an indefinite period.

Item 6 - Exhibits

Exhibit No.                      Description
----------     ----------------------------------------------------------------

  31.1         Certification of Chief Executive Officer pursuant to Item
               601(b)(31) of Regulation S-K as adopted pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

  31.2         Certification of Chief Financial Officer pursuant to Item
               601(b)(31) of Regulation S-K as adopted pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

  32.1         Certification of Chief Executive Officer and Chief Financial
               Officer pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.











                                      -18-
<PAGE>
                                   SIGNATURES

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 thereunto duly authorized.

                                     HAMPSHIRE GROUP, LIMITED
                                     (Registrant)



Date:    May 6, 2005                 /s/ Ludwig Kuttner
      ----------------               -----------------------------------------
                                     Ludwig Kuttner
                                     Chairman of the Board of Directors
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)



Date:    May 6, 2005                 /s/ Charles W. Clayton
      ----------------               -----------------------------------------
                                     Charles W. Clayton
                                     Executive Vice President and
                                     Chief Financial Officer
                                     (Principal Financial Officer)



Date:    May 6, 2005                 /s/ Roger B. Clark
      ----------------               -----------------------------------------
                                     Roger B. Clark
                                     Vice President Finance
                                     (Principal Accounting Officer)












                                      -19-