UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 1, 2006.
                                         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.)

                             1924 PEARMAN DAIRY ROAD
                         ANDERSON, SOUTH CAROLINA 29625
-------------------------------------------------------------------------------
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

      (Registrant's Telephone Number, Including Area Code) - (864) 231-1200

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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer.

Large Accelerated Filer [ ]  Accelerated Filer [X]   Non-Accelerated Filer [ ]

Indicate by check mark whether the  registrant is a shell company (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 5, 2006
  -----------------------------             ----------------------------
  Common Stock, $0.10 Par Value                      7,849,405

<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                               INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION                                           Page
                                                                         ----
Item 1   Financial Statements

         Unaudited Consolidated Balance Sheets as of
         April 1, 2006, April 2, 2005 and December 31, 2005               3

         Unaudited Consolidated Statements of Income for
         the Three Months Ended April 1, 2006 and April 2, 2005           4

         Unaudited Consolidated Statements of Cash Flows
         for the Three Months Ended April 1, 2006 and April 2, 2005       5

         Notes to Unaudited Consolidated Financial Statements             6

Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       11

Item 3   Quantitative and Qualitative Disclosures About Market Risk      15

Item 4   Controls and Procedures                                         16


PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                               16

Item 1A  Risk Factors                                                    16

Item 2   Purchase/Sale of Equity Securities                              17

Item 6   Exhibits                                                        17

Signatures                                                               18

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act         19

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act          21

                                      -2-
<PAGE>
                         PART I - FINANCIAL INFORMATION
<TABLE>
Item 1 - Financial Statements
<CAPTION>
                            HAMPSHIRE GROUP, LIMITED
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                              April 1,    April 2,     Dec. 31,
ASSETS                                          2006       2005        2005 (1)
------                                       ----------  ---------   -----------
<S>                                          <C>          <C>         <C>
Current assets:
  Cash and cash equivalents                  $  30,599    $ 25,891    $ 65,791
  Short-term investments                        10,029      46,811      10,054
  Accounts receivable trade - net               48,635      33,213      27,554
  Other receivable                               1,443         155         847
  Inventories - net                             20,395      12,051      13,960
  Other current assets                           8,752       6,054       8,015
                                              --------   ---------    --------
    Total current assets                       119,853     124,175     126,221

Fixed assets - net                               2,116       1,462       2,056
Goodwill                                         8,020       8,020       8,020
Trading securities held in retirement trust      2,824         394       2,243
Other assets                                     2,963       1,406       1,885
                                              --------    --------    --------
                                              $135,776    $135,457    $140,425
                                              ========    ========    ========

LIABILITIES
-----------
Current liabilities:
  Current portion of long-term debt           $     46    $  1,886    $     46
    Accounts payable                             9,886      10,031       9,337
    Accrued expenses and other liabilities      12,229      10,856      17,315
                                              --------    --------    --------
      Total current liabilities                 22,161      22,773      26,698

Long term debt - less current portion               50       3,750          61
Deferred compensation                            3,941       3,103       3,758
                                              --------    --------    --------
      Total liabilities                         26,152      29,626      30,517
                                              --------    --------    ---------

STOCKHOLDERS' EQUITY
--------------------
Common Stock, $0.10 par value; 8,243,784,
  9,523,822 and 8,243,784 issued; and
  7,862,505, 8,223,258 and 7,873,105               824         476         824
  outstanding (2)

Additional paid-in capital                      34,266      34,007      34,069
Retained earnings                               82,933      93,383      83,179
Treasury stock                                  (8,399)    (22,035)     (8,164)
                                              --------    --------    --------
   Total stockholders' equity                  109,624     105,831     109,908
                                              --------    --------    --------
                                              $135,776    $135,457    $140,425
                                              ========    ========    ========
<FN>
(1) Derived from the December 31, 2005 audited consolidated balance sheet.
(2) Number of shares issued and outstanding have been adjusted for the
    two-for-one stock split effective June 28, 2005.
</FN>

  (The accompanying notes are an integral part of these unaudited
                     financial statements.)

</TABLE>
                                      -3-
<PAGE>
<TABLE>
                          HAMPSHIRE GROUP, LIMITED
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
<CAPTION>
                                                   Three Months Ended
                                                 ----------------------
                                                  April 1,      April 2,
                                                   2006          2005
                                                 --------      --------
<S>                                              <C>            <C>
Net sales                                        $68,111        $58,077
Cost of goods sold                                51,880         43,726
                                                 --------       -------
     Gross profit                                 16,231         14,351

Selling, general and
  administrative expenses                         17,048         13,357
                                                 --------       -------
Income (loss) from operations                       (817)           994

Other income (expense):
  Interest income                                    542            388
  Interest expense                                   (18)          (147)
  Other - net                                         (8)            13
                                                 --------       -------
Income (loss) before income taxes                   (301)         1,248

Provision (benefit) for income taxes                (125)           500
                                                 --------       -------
Net income (loss)                               ($   176)        $  748
                                                 ========       =======

Net income (loss) per share (1)     Basic         ($0.02)         $0.09
                                                 =========      =======
                                    Diluted       ($0.02)         $0.09
                                                 =========      =======
Weighted average number
  of shares outstanding (1)         Basic          7,871          8,206
                                                 =========      =======
                                    Diluted        7,871          8,249
                                                 =========      =======
<FN>
(1)  Weighted average number of shares outstanding and net income per share have
     been adjusted for the two-for-one stock split effective June 28, 2005.

        (The accompanying notes are an integral part of these unaudited
                             financial statements.)

</FN>
</TABLE>
                                      -4-
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                         ----------------------
                                                           April 1,     April 2,
                                                            2006         2005
                                                         ----------------------
<S>                                                       <C>           <C>
Cash flows from operating activities:
  Net income (loss)                                       ($  176)      $ 748
  Adjustments to reconcile income from operations
    to net cash (used in) provided by operating
    activities:
      Depreciation and amortization                           298         230
      Net deferred compensation expenses for executives        34         171
      Net change in operating assets and liabilities:
        Receivables                                       (10,594)       (300)
        Inventories                                         3,757      (1,658)
        Other assets                                           38        (133)
        Accounts payable, accrued expenses and
          other liabilities                               (12,786)     (6,085)
                                                         ---------    -------
     Net cash used in operating activities                (19,429)     (7,027)
                                                         ---------    -------
Cash flows from investing activities:
  Sales of short-term investments                              25      30,056
  Purchase of short-term investments                          -       (27,427)
  Cash used in business acquisition                        (2,099)        -
  Capital expenditures - net                                 (166)       (374)
  Purchase of securities in deferred compensation fund       (432)       (402)
                                                         ---------    -------
    Net cash provided by (used in) investing activities    (2,672)      1,853
                                                         ---------    -------
Cash flows from financing activities:
  Advances repaid to factor                               (12,775)        -
  Repayment of long-term debt                                 (11)        (15)
  Purchase of treasury stock                                 (331)       (252)
  Proceeds from issuance of treasury stock                     26         118
                                                         ---------    -------
    Net cash used in financing activities                 (13,091)       (149)
                                                         ---------    -------
Net decrease in cash and cash equivalents                 (35,192)     (5,323)
Cash and cash equivalents - beginning of period            65,791      31,214
                                                         ---------    -------
Cash and cash equivalents - end of period                 $30,599     $25,891
                                                         =========    =======
-------------------------------------------------------------------------------
Supplementary disclosure of cash flow information:

Cash paid during the period for:
  Income taxes                                             $3,287      $3,777
  Interest                                                     15           1
Non-cash activity:
  Treasury stock from options exercised                       -           384
  Tax benefit relating to Common Stock Plans                  197         325
<FN>

         (The accompanying notes are an integral part of these unaudited
                             financial statements.)
</FN>
</TABLE>
                                      -5-
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                         NOTES TO UNAUDITED 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  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  consolidated  financial  statements  should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended December 31, 2005 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.

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  establishes  allowances  for  customer  returns,  trade  discounts,
advertising  allowances,  customer  chargebacks,  and  for  sales  and  markdown
allowances given to the customer normally at the end of the selling seasons. The

                                      -6-
<PAGE>
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  performance of the Company's customers or other
parties  improve and result in  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.  Certain high-risk  customer accounts are
factored with financial institutions to reduce the credit risk. If the financial
condition  of the  Company's  customers  were to  deteriorate  and impair  their
ability to make  payments  on their  accounts,  the  Company  may be required to
increase its allowances by recording additional 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:

Principles of Consolidation
---------------------------
The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries,  including Hampshire Designers, Item-Eyes, SB Corporation (dba
"David Brooks"), Shane Hunter and Keynote Services. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Financial Instruments
---------------------
The  Company's  financial   instruments  primarily  consist  of  cash  and  cash
equivalents,  short-term investments,  accounts receivable and accounts payable.
The carrying  amounts of the financial  instruments  are considered a reasonable
estimate of their fair value at April 1, 2006, due to the  short-term  nature of
the items.

Cash Equivalents
----------------
Cash equivalents consist of highly liquid investments with initial maturities of
thirty  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.

                                      -7-
<PAGE>
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 for all inventories.

Intangible Assets
-----------------
Goodwill  represents  the excess of cost over net assets  acquired in connection
with the  acquisition  of certain  businesses.  In accordance  with Statement of
Financial  Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets",  goodwill  amortization  ceased.  Goodwill is reviewed  for  impairment
during  the  fourth  quarter  of  each  year  or more  often  should  impairment
indicators exist.

Definitive-life  intangibles  are included in Other  Assets on the  Consolidated
Balance Sheet of the Company and are amortized over their estimated useful life,
not to exceed eight years.

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 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.

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

Advertising Costs
-----------------
Advertising  costs are expensed as incurred and are included as part of 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 outstanding stock options.

                                      -8-
<PAGE>
Note 3 - Inventories
--------------------

A summary of inventories by component is as follows:
                                  April 1,   April 2,   Dec. 31,
            (In thousands)          2006      2005        2005
----------------------------------------------------------------
Finished goods                    $17,467    $11,973    $13,890
Work-in-progress                    1,928         11        -
Raw materials and supplies          1,000         67         70
                                  -------    -------    -------
     Total                        $20,395    $12,051    $13,960
                                  -------    -------    -------

Note 4 - Revolving Credit Facility
----------------------------------
The  Company has a  Revolving  Credit  Agreement  ("Credit  Facility")  with six
participating  commercial banks. 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.

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  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  1,  2006,  the  Company  had no
outstanding  borrowings and $52.4 million  outstanding  under letters of credit,
which includes $4.8 million related to finished goods  in-transit that have been
included in accounts  payable in the  accompanying  balance  sheet.  At April 1,
2006,  the Company had  availability  under the  Revolving  Credit  Facility for
borrowing of approximately $20.9 million.

The Credit Agreement  contains  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 limits  capital  expenditures  and  restricted
payments to a specified  maximum amount.  The repurchase of the Company's common
stock is limited  to an  aggregate  of $10  million.  As of April 1,  2006,  the
Company  was  in  compliance  with  the  financial   performance  covenants  and
restrictions.

In November  2005,  the Company  prepaid the balance of its  outstanding  Senior
Notes in the amount of $4,687,500.

                                      -9-
<PAGE>
Note 5 - Earnings Per Share
---------------------------
Set  forth in the  table  below  is a  reconciliation  by year of the  numerator
(income)  and the  denominator  (shares) of the basic and diluted  earnings  per
share ("EPS") computations.
<TABLE>
<CAPTION>
                                  Three Months Ended                  Three Months Ended
                                     April 1, 2006                      April 2, 2005
                             -------------------------------- -------------------------------
(In thousands,                Numerator Denominator Per Share Numerator Denominator Per Share
  except per share data)        Loss      Shares      Amount   Income    Shares*     Amount
                             -------------------------------- -----------------------------
<S>                            <C>        <C>         <C>       <C>       <C>         <C>
Basic EPS:
Net income (loss)              ($176)     7,871       ($0.02)   $748      8,206       $0.09
Effect of dilutive securities
  -options                        -         -            -        -          43         -
                              ------------------------------- -------------------------------
Diluted EPS:
Net income (loss)              ($176)     7,871       ($0.02)   $748      8,249       $0.09
                              =============================== ===============================
<FN>
   (*)    Number of shares outstanding and net income per share have been
          adjusted for the two-for-one stock split effective June 28, 2005.
</FN>
</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 issued  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 received one additional share of common stock for
each share of common stock held on the record date.  The stock split resulted in
the distribution of 4,121,892  additional shares of common stock, which included
640,082 shares used from the Company's  treasury stock account.  Upon completion
of the stock split, the number of issued shares of common stock was 8,243,784 of
which 83,400  shares were held as treasury  stock.  The number of shares and per
share data for all  periods  presented  have been  adjusted to reflect the stock
split.

On April 26, 2006, the Board of Directors of the Company approved the repurchase
of up to  1,000,000  shares  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 2002, the Company was advised that certain of its suppliers  would not be
able to deliver finished  products as agreed. In connection with this situation,
the  Company  established  a reserve  in the amount of  $7,540,000  for costs of
inventory  purchases  arising from these events. At April 1, 2006, these matters
remain unresolved.

                                      -10-
<PAGE>
Note 8 - Acquisitions
---------------------
On January 5, 2006, the Company,  through its wholly owned subsidiary SH Holding
Company,  a Delaware  corporation,  consummated the acquisition of substantially
all of the assets and business of Shane-Hunter,  Inc. as of January 1, 2006. The
purchase  price for the assets and business was $2,100,000  (including  $800,000
notes  payable to former  shareholders).  For the year ended  December 31, 2005,
Shane-Hunter, Inc. reported unaudited net sales of $48,842,000 and income before
income  taxes of  $1,042,000.  SH Holding  Company has changed its name to Shane
Hunter, Inc.

Shane  Hunter,  which  is and  will  continue  to be  based  in  San  Francisco,
California,  was founded in 1988.  The company is  predominantly  engaged in the
sale of  junior's  and  children's  apparel  to  mass  merchant  retailers.  The
principals of the company will continue with the business as its  co-presidents;
and their  support  team will remain with the  business  and continue to run its
day-to-day operations. The initial allocation of assets acquired and liabilities
assumed of Shane hunter is as follows:

                                                   Jan. 5,
               ASSETS                               2006
               ------                            --------
    Cash and cash equivalents                     $     1
    Accounts receivable                            11,083
    Inventories                                    10,192
    Other current assets                              802
    Fixed assets                                      123
    Identified intangibles                          1,205
                                                  -------
      Total assets acquired                       $23,406
                                                  =======
           LIABILITIES
           -----------
    Advances due factor                           $12,775
    Accounts payable                                8,059
    Accrued expenses and other liabilities            472
                                                  -------
      Total liabilities assumed                   $21,306
                                                  =======
    PURCHASE PRICE (Net assets acquired)          $ 2,100
                                                  =======

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.

                                      -11-

<PAGE>
EXECUTIVE OVERVIEW
------------------
Hampshire  Group,  Limited is a holding company that markets apparel for men and
women  through  four  wholly-owned  subsidiaries:   Hampshire  Designers,  Inc.,
Item-Eyes, Inc., SB Corporation and Shane Hunter, Inc.

We believe that Hampshire  Designers,  which primarily  designs and sell women's
and men's  sweaters,  is the largest  designer and marketer of sweaters in North
America.  Item-Eyes,  which  designs and sells a broad line of women's woven and
knit related separates, is a leading designer and marketer of related separates.

David Brooks(R),  which we acquired in October 2005, designs and markets a broad
range of women's  sportswear  for the `better'  market and is  designated as the
Hampshire  Better Brands  Division.  Shane Hunter,  which we acquired in January
2006,  designs and  markets  apparel in  children,  juniors,  missy,  petite and
maternity sizes to mass merchant retailers.

Our products,  both branded and private label,  are marketed in the moderate and
better markets through multiple channels of distribution  including national and
regional  department stores,  mass market retailers and specialty stores. All of
our  companies   source  the  manufacture  of  their  products  through  quality
manufacturers.  Keynote  Services,  Limited,  our Hong  Kong  based  subsidiary,
assists with the sourcing and quality  control needs of Hampshire  Designers and
Item-Eyes.

In a highly competitive retail climate,  the Company continues to remain focused
on its customers' needs in terms of quality,  value and service. We will attempt
to minimize our exposure to foreign  manufacturing  by placing our 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, we are not able to forecast with any certainty our 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 1, 2006 and April  2, 2005
---------------------------------------------------
At the  beginning  of the  fourth  quarter  of 2005  the  Company  acquired  the
inventory and trademark  rights of "David Brooks" from Kellwood,  and on January
5, 2006,  the Company  acquired all of assets and assumed  primarily  all of the
liabilities of Shane Hunter,  a San Francisco  apparel based  business.  For the
following discussion the activities of these two operations will collectively be
referred to as the Company's "acquired business".  The activity of the Company's
business  which  continued  from the  previous  year will be  referred to as the
Company's "existing business".

Net Sales
---------
Net sales for the three  months ended April 1, 2006 were  $68,111,000,  compared
with  $58,077,000  for the same period last year, an increase of  $10,034,000 or
17.3%. Net sales from the Company's acquired business  contributed  $19,181,000.
The  decrease  of  $9,147,000,  or 15.7%,  in the  Company's  existing  business
resulted from reduced net sales of women's related separates and women sweaters.
This  decrease  resulted  primarily  from a lower  demand in the  private  label
business.  The Company shipped approximately 176,000 dozen more units, or 34.7%,
during the three months ended April 1, 2006,  compared with the same period last
year.  The  increase  resulted  from  261,000  dozen  shipped  from the acquired
business, offset by a 85,000 dozen decrease, or 16.8%, in the existing business,
when compared to the same period the prior year. The average net sales price per
unit for the three months ended April 1, 2006 decreased 12.9%, compared with the

                                      -12-
<PAGE>
same period last year,  however the existing business had a 1.3% increase in the
average net sales price, when comparing to the same period last year.

Gross Profit
------------
Gross profit for the three months ended April 1, 2006 was  $16,231,000  compared
with  $14,351,000  for the same period last year,  an increase of  $1,880,000 or
13.1%.  Gross  profit  from  the  acquired  business  contributed  approximately
$5,139,000  in the  current  period.  The  existing  business  had a decrease of
approximately  $3,259,000 which resulted  primarily from the decreased net sales
during the current  three-month  period.  As a  percentage  of net sales,  gross
profit  percentage was 23.8% for the three-month  period of 2006,  22.7% for the
existing  business,  compared  with 24.7% for the same  period  last  year.  The
decrease in gross profit percentage  resulted  primarily from the mix of product
shipped in the current period.

Selling, General and Administrative Expenses
--------------------------------------------
Selling,  general and administrative  ("SG&A") expenses were $17,048,000 for the
three months ended April 1, 2006 compared with  $13,357,000  for the same period
last year. The SG&A expenses in the current period for the acquired business was
approximately   $4,086,000  and  approximately   $12,962,000  for  the  existing
business.  The decrease of $395,000 for the existing business resulted primarily
from  the  decrease  in  expenses  from the  reduced  net  sales in the  current
three-month  period.  As a  percentage  of net  sales,  SG&A  expenses  for  the
three-month  period of 2006 were  25.0%.  For the  existing  business,  the SG&A
expenses  were 26.5%  compared  with 23.0% for the same period  last year.  This
increase in percent is a function of higher fixed costs in relation to lower net
sales for the existing business in the current period.

Interest Income
---------------
Interest income for the three months ended April 1, 2006 was $542,000,  compared
with $388,000 for the same period last year.  The increase  resulted from higher
average returns on investments during the current three-month period.

Interest Expense
----------------
Interest expense for the three months ended April 1, 2006 was $18,000,  compared
with  $147,000 for the same period last year.  The decrease  resulted from lower
average  borrowings  during the period ended April 1, 2006.  Average  borrowings
during the three-month  period ended April 1, 2006 were $102,000,  compared with
$5,644,000 for the same period last year. In November 2005, the Company  prepaid
the balance of its outstanding Senior Notes in the amount of $4,687,500.

Income Taxes
------------
Due to the  operating  loss,  the  Company's  provision for income taxes for the
three  months  ended  April 1, 2006 was a benefit of $125,000  compared  with an
expense of $500,000 for the same period last year. The effective income tax rate
was 41.5% for the three months ended April 1, 2006,  compared with 40.1% for the
same period last year. The increase in the effective tax rate primarily resulted
from a shift in the applicable state income taxes.

Net Income (Loss)
-----------------
As a result of the  foregoing,  the  Company  had net loss for the three  months
ended April 1, 2006 of $176,000,  or $0.02 per diluted share,  compared with net
income of  $748,000,  or $0.18 per diluted  share for the same period last year.
For the three months ended April 1, 2006 the existing business had a net loss of
approximately  $416,000,  or $0.05 per diluted share, with the acquired business
accounting for net income of approximately $240,000, or $0.03 per diluted share.

                                      -13-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The  primary  liquidity  and  capital  requirements  of the  Company are to fund
working capital for current operations,  which consists primarily of funding the
seasonal  buildup in inventories and accounts  receivable.  During November 2005
the Company prepaid the balance of its outstanding Senior Notes in the amount of
$4,687,500.  At April 1, 2006, the Company had long-term  debt of  approximately
$96,000.  Due to the seasonality of the business,  the Company generally reaches
its maximum  working capital  requirement  during the third quarter of the year.
The primary sources to meet the liquidity and capital requirements include funds
generated from operations and borrowings under revolving credit lines.

Net cash used in operating activities was $19,429,000 for the three months ended
April 1,  2006,  as  compared  with net cash  used in  operating  activities  of
$7,027,000 for the same period last year. Net cash used in operating  activities
during the three months ended April 1, 2006 resulted  primarily from an increase
in accounts  receivable of $10,594,000,  of which  $7,176,000 of the increase is
due to the  acquired  businesses,  and a decrease in accounts  payable,  accrued
expenses and other liabilities of $12,786,000, of which approximately $3,606,000
resulted from the acquired businesses.  This was offset in part by a decrease of
approximately  $3,757,000  in  inventory,  of which  $407,000  resulted from the
acquired businesses.

Net cash used in operating  activities  for the three months ended April 2, 2005
resulted primarily from an increase in inventory of $1,658,000 and a decrease in
accounts  payable,  accrued expenses and other  liabilities of $6,085,000.  This
activity for this period resulted  primarily from the normal  seasonality of the
Company's  existing  businesses  and final payment of the  Company's  prior year
taxes and year end bonuses.

Net cash used in investing  activities was $2,672,000 for the three months ended
April 1, 2006,  as compared  with net cash  provided by investing  activities of
$1,853,000  for the same period last year.  For the period  ended April 1, 2006,
the Company had net sales of short-term  investments of $25,000 as compared with
$2,629,000  for the same period the prior year.  During the  three-month  period
ended April 1, 2006 the  Company  used  $166,000  on net  capital  expenditures,
compared  with  $374,000  used  the  prior  year  in  the  three-month   period.
Additionally,  during the  three-month  period ended April 1, 2006,  the Company
purchased securities in a deferred compensation fund for $432,000, compared with
$402,000 used the prior year in the three-month  period.  During the three-month
period ended April 1, 2006, the Company used  $2,099,000 for the  acquisition of
Shane Hunter.

Net cash used in financing activities was $13,091,000 for the three months ended
April 1,  2006,  as  compared  with net cash  used in  financing  activities  of
$149,000  for the same period last year.  During the  three-month  period  ended
April 1, 2006,  the Company used  $12,775,000  to repay  factor  advances of the
acquired business which were part of the assumed  liabilities.  During the three
months ended April 1, 2006 and April 2, 2005, the Company repaid  long-term debt
of $11,000 and $15,000, respectively,  purchased treasury stock in the amount of
$331,000  and  $252,000,  respectively,  and had  proceeds  from the issuance of
treasury stock of $26,000 and $118,000, respectively.

On March 17, 2005, the Board of Directors of the Company  approved a two-for-one
stock split of issued  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 received one additional share of common stock for
each share of common stock held on the record date. To complete the distribution
the Company elected to use approximately 640,000 shares of treasury stock, which
was relieved at weighted  average costs with the difference  off-set in retained
earnings.   Distribution   of  the  stock  split  resulted  in  distribution  of
approximately  4,120,000  additional  shares of common stock. Upon completion of
the stock split,  the number of shares of common stock issued was  approximately
8,240,000.   The  Company  maintains  a  Revolving  Credit  Agreement   ("Credit

                                      -14-
<PAGE>
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: (a)
$100  million  less  outstanding  letters  of  credit;  or (b) 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  by the trade accounts  receivable;
cash deposited in a pledged account;  inventory and a pledge of the common stock
of  the  subsidiaries.  At  April  1,  2006,  the  Company  had  no  outstanding
borrowings,  had no cash  deposited  in a pledged  account,  and  $52.4  million
outstanding under letters of credit,  which includes  approximately $4.8 million
related to finished goods in-transit that have been included in accounts payable
in  the  accompanying   balance  sheet.  At  April  1,  2006,  the  Company  had
availability  under the Revolving Credit Facility for borrowing of approximately
$20.9 million.

The Credit Facility contains 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 limits capital expenditures and restricted
payments to a specified maximum amount.

The Credit Facility contains an aggregate limit of $10,000,000 on the repurchase
of the Company's  common stock. As of April 1, 2006, the Company had repurchased
a net amount of $8,515,000 of its common stock. In addition,  on April 26, 2006,
the Board of Directors of the Company approved the repurchase of up to 1,000,000
shares of the Company's outstanding stock.

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, 2005.

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 1, 2006.  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.

                                      -15-
<PAGE>
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 1, 2006 (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.

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 1, 2006 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 1A - Risk Factors

There  have been no changes to the  Company's  risk  factors as set forth in the
Annual Report on Form 10-K for the year ended December 31, 2005.










                                      -16-
<PAGE>
Item 2 - Unregistered Sale of Equity Securities and Use of Proceeds
<TABLE>
<CAPTION>
                      ISSUER PURCHASES OF EQUITY SECURITIES
                          COMMON STOCK, $0.10 PAR VALUE

                                                                                Maximum
                                                       Total Number of      Number of Shares
                                                        Shares Purchased    that May Yet Be
                     Total Number of    Average Price  as Part of Publicly  Purchased Under
  Period             Shares Purchased     Per Share     Announced Plans         the Plan
--------------------------------------------------------------------------------------------
<S>                     <C>                <C>             <C>                  <C>
Month No. 1
Jan. 1 - Jan. 28           -                 -                -                   -
Month No. 2
Jan. 29 - Feb. 25       15,000             $22.10          15,000               62,009
Month No. 3
Feb. 26 - April 1          -                 -                -                    -
                      ----------------------------------------------------------------------
    Total               15,000             $22.10          15,000               62,009
                      ======================================================================
<FN>
Note:These  repurchases were made under a plan announced on May 9, 2005 for the
     repurchase of up to 400,000 shares of common stock.  On April 26, 2006, the
     Board of Directors  approved the repurchase of 1,000,000  additional shares
     of common stock of the Company. The plan does not have an expiration date.

</FN>
</TABLE>

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.






                                      -17-
<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 8, 2006                        /s/ Ludwig Kuttner
-----------------                        ----------------------------------
                                         Ludwig Kuttner
                                         Chairman of the Board of Directors
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)


Date: May 8, 2006                        /s/ Charles W. Clayton
-----------------                       ----------------------------------
                                         Charles W. Clayton
                                         Executive Vice President and
                                         Chief Financial Officer
                                         (Principal Financial Officer)


Date: May 8, 2006                        /s/ Roger B. Clark
-----------------                       ----------------------------------
                                         Roger B. Clark
                                         Vice President Finance
                                         (Principal Accounting Officer)



                                      -18-