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 July 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 August 5, 2005
     -----------------------------         ----------------------------
     Common Stock, $0.10 Par Value                  8,160,384
<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
       July 2, 2005, July 3, 2004 and December 31, 2004                    3

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

       Unaudited Condensed Consolidated Statements of Cash Flows
       for the Six-Months Ended July 2, 2005 and July 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         18

Item 4 Controls and Procedures                                            19


PART II-OTHER INFORMATION

Item 1  Legal Proceedings                                                 19

Item 2  Unregistered Sale of Equity Securities
        and Use of Proceeds                                               20

Item 4  Submission of Matters to Vote of Security Holders                 20

Item 6  Exhibits                                                          20

Signatures                                                                21

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act          22

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act           24


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

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

                                              July 2,     July 3,     Dec. 31,
ASSETS                                         2005        2004         2004*
------                                        ------      ------      -------
<S>                                         <C>          <C>          <C>
Current assets:
  Cash and cash equivalents                 $ 47,477     $ 56,839     $ 31,214
  Short-term investments                       5,046          -         49,440
  Accounts receivable trade - net             19,161       11,018       31,776
  Accounts receivable - other                  2,588          842        1,292
  Inventories                                 55,427       41,671       10,393
  Other current assets                         8,304        8,093        5,857
                                            ----------------------------------
    Total current assets                     138,003      118,463      129,972

Fixed assets - net                             2,019        1,545        1,318
Goodwill                                       8,020        8,020        8,020
Other assets                                   2,140        2,754        1,470
                                           -----------------------------------
                                            $150,182     $130,782     $140,780
                                           ===================================

LIABILITIES
-----------
Current liabilities:
  Current portion of long-term debt         $  1,908      $ 1,930     $  1,901
  Accounts payable                            23,981       22,310        8,156
  Accrued expenses and other liabilities      12,258       10,931       19,141
                                            ----------------------------------
    Total current liabilities                 38,147       35,171       29,198

Senior notes - less current portion            2,909        4,687        3,750
Deferred compensation                          3,544        2,557        2,940
                                            ----------------------------------
    Total liabilities                         44,600       42,415       35,888
                                            ----------------------------------

STOCKHOLDERS' EQUITY
--------------------
Common Stock, $0.10 par value; issued
  8,243,784, 4,761,911 and 4,761,911;
  and outstanding 8,160,384, 4,059,615
  and 4,100,570                                  824          476          476
Additional paid-in capital                    34,069       32,900       33,682
Retained earnings                             72,114       78,787       93,114
Treasury stock                                (1,425)     (23,796)     (22,380)
                                            ----------------------------------
    Total stockholders' equity               105,582       88,367      104,892
                                            ----------------------------------
                                            $150,182     $130,782     $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>
                                           Six-Months Ended   Three-Months Ended
                                          ------------------ -------------------
                                           July 2,   July 3,   July 2,   July 3,
                                            2005      2004      2005      2004
                                            -----    ------    ------    ------
<S>                                       <C>       <C>       <C>       <C>
Net sales                                 $96,713   $80,649   $38,636   $26,252
Cost of goods sold                         73,774    60,631    30,048    18,650
                                          -------------------------------------
  Gross profit                             22,939    20,018     8,588     7,602

Selling, general and
  administrative expenses                  25,372    22,823    12,015    10,526
                                          -------------------------------------
Loss from operations                       (2,433)   (2,805)   (3,427)   (2,924)

Other income (expense):
  Interest expense                           (259)     (327)     (112)     (164)
  Interest income                             949       515       561       243
  Other                                        28        20        15         1
  Non-recurring income                      4,622       -       4,622       -
                                          -------------------------------------
Income (loss) before income taxes           2,907    (2,597)    1,659    (2,844)
Income tax (provision) benefit             (1,175)    1,050      (675)    1,150

                                          -------------------------------------
    Net income (loss)                     $ 1,732  ($ 1,547)  $   984   ($1,694)
                                          =====================================

Net income (loss) per share (*) Basic       $0.21    ($0.19)    $0.12    ($0.21)
                                          =====================================
                                Diluted     $0.21    ($0.19)    $0.12    ($0.21)
                                          =====================================

Weighted average number
  of shares outstanding (*)     Basic       8,193     8,154     8,180     8,154
                                          -------------------------------------
                                Diluted     8,230     8,154     8,210     8,154
                                          -------------------------------------
<FN>
(*)  Adjusted for 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>
<TABLE>
                            HAMPSHIRE GROUP, LIMITED
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>
                                                                 Six Months Ended
                                                                -------------------
                                                                 July 2,    July 3,
                                                                  2005       2004
                                                                 ------     ------
<S>                                                             <C>        <C>
Cash flows from operating activities:
  Net income (loss)                                             $ 1,732    ($1,547)
  Adjustments to reconcile income from operations
    to net cash provided by (used in) operating activities:
    Depreciation                                                    465        393
    Net deferred compensation expenses for executives               602        408
    Net change in operating assets and liabilities:
      Receivables                                                11,319     16,786
      Inventories                                               (45,034)   (19,622)
      Other assets                                               (2,317)    (3,372)
      Accounts payable, accrued expenses and other liabilities    9,273      2,461
                                                               --------------------
    Net cash used in operating activities                       (23,960)    (4,493)
                                                               --------------------
Cash flows from investing activities:
  Sales of short-term investments                                71,821      5,010
  Purchase of short-term investments                            (27,427)       -
  Capital expenditures - net                                     (1,025)      (271)
  Purchase of securities in deferred compensation fund             (798)       -
                                                               --------------------
    Net cash provided by investing activities                    42,571      4,739
                                                               --------------------
Cash flows from financing activities:
  Repayment of long-term debt                                      (975)      (966)
  Proceeds from issuance of treasury stock                          439        322
  Purchase of treasury stock                                     (1,812)    (1,045)
                                                               --------------------
    Net cash used in financing activities                        (2,348)    (1,689)
                                                               --------------------
Net increase (decrease) in cash and cash equivalents             16,263     (1,443)
Cash and cash equivalents - beginning of period                  31,214     58,282
                                                               --------------------
Cash and cash equivalents - end of period                       $47,477    $56,839
                                                               ====================
-----------------------------------------------------------------------------------

Supplementary disclosure of cash flow information:
Cash paid during the period for:
  Income taxes                                                   $5,827     $2,973
  Interest                                                          231        301
Non-cash activity:
  Treasury stock from options exercised                             384        -
  Tax benefit relating to Common Stock Plans                        331        215
  Fixed assets acquired through long-term debt                      141        -
<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  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 customers normally at the end of the selling seasons. 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 additional reserves for doubtful accounts.

Inventory Reserves
------------------
The Company  analyzes  out-of-season  merchandise  on an individual SKU basis to
determine  the amount of  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

                                      -7-
<PAGE>
its subsidiaries, including Hampshire Designers, Item-Eyes and Keynote Services.
All significant  inter-company 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 July 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 July 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:
                                    July 2,      July 3,     Dec. 31,
        (In thousands)               2005         2004         2004
---------------------------------------------------------------------
Finished goods                     $55,373      $41,044      $10,212
Work-in-progress                         3          144           43
Raw materials and supplies              51          483          138
                                   ----------------------------------
   Total                           $55,427      $41,671      $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.  During the second  quarter,  the Company had
cash in a pledged account of $20.0 million,  but at July 2, 2005 this collateral
was not  required  and the  balance was  reduced to zero.  At July 2, 2005,  the
Company  had no  outstanding  borrowings  and $64.9  million  outstanding  under
letters of credit,  which  includes  $13.3  million  related to  finished  goods
in-transit  that have been  included  in  accounts  payable in the  accompanying
balance sheet. At July 2, 2005, the Company had availability under the Revolving
Credit Facility for borrowing of approximately $7.5 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 July 2, 2005.

Note 5 - Non-Recurring  Income From Recovery of Improper Payments
-----------------------------------------------------------------
During  the second  quarter  of 2005,  the  Company  discovered  that two former
employees had been receiving  commissions  from a former vendor,  which were not
disclosed to the Company and were received in violation of Company  policy.  The
commissions  related  to  purchases  made by the  Company  during the years 2000
through 2002. The Company had previously  terminated its relationship  with this
vendor in 2002 for unrelated reasons.

Management  reported the misconduct to the Company's Audit  Committee,  who then
engaged outside counsel to conduct an independent review of the matter.

The Company considered  pursuing legal remedies against the former employees but
reached a settlement prior to the  commencement of proceedings.  Pursuant to the
settlement,  the  Company  received  $4,622,000  net  of  expenses  incurred  in
connection with the investigation and settlement of the matter. In addition, the
Company  recouped  from one of the former  employees  $1,391,000  relating to an
employment  contract  termination  settlement  recorded in the fourth quarter of
2004.

The settlement, exclusive of the recoupment, has been included as "non-recurring
income" in the  consolidated  statement  of income for the three  months and six
months ended July 2, 2005, due to the unusual nature of the item.

Note 6 - Earnings Per Share
---------------------------
Set  forth in the  table  below  is a  reconciliation  by year of the  numerator
(income  or  (loss))  and the  denominator  (shares)  of the basic  and  diluted
earnings per share ("EPS") computations.

                                      -10-
<PAGE>
<TABLE>
<CAPTION>
                                               Six Months Ended                 Six Months Ended
                                                  July 2, 2005                    July 3, 2004
                                      --------------------------------- --------------------------------
(In thousands, except per share data)   Numerator Denominator Per Share  Numerator Denominator Per Share
                                         Income     Shares      Amount    Income    Shares*     Amount
                                      --------------------------------- --------------------------------
<S>                                      <C>         <C>        <C>      <C>          <C>        <C>
Basic EPS:
Net income (loss)                        $1,732      8,193      $0.21    ($1,547)     8,154      ($0.19)
Effect of dilutive securities-options       -           37        -          -          -          -
                                      ------------------------------------------------------------------
Diluted EPS:
Net income (loss)                        $1,732      8,230      $0.21    ($1,547)     8,154      ($0.19)
                                      ==================================================================

                                               Three Months Ended              Three Months Ended
                                                  July 2, 2005                   July 3, 2004
                                      ---------------------------------- -------------------------------
(In thousands, except per share data)   Numerator Denominator Per Share  Numerator Denominator Per Share
                                         Income     Shares      Amount     Income   Shares*      Amount
                                      ---------------------------------- -------------------------------
Basic EPS:
Net income (loss)                          $984      8,180      $0.12    ($1,694)     8,154      ($0.21)
Effect of dilutive securities-options       -           30        -          -           -          -
                                      ------------------------------------------------------------------
Diluted EPS:
Net income (loss)                          $984      8,210      $0.12    ($1,694)     8,154      ($0.21)
                                      ==================================================================
<FN>
*Adjusted for the two-for-one stock split effective June 28, 2005.
</FN>
</TABLE>

Note 7 - 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.

The Board of  Directors of the Company also  approved  the  repurchase  of up to
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 8 - Contingencies
----------------------
The Company is, from time to time,  involved  in  litigation  incidental  to the
conduct  of  its  business.   Management  believes  that  no  currently  pending

                                      -11-
<PAGE>
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 July 2,  2005,  these  matters  remain
unresolved.

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.

                                      -12-
<PAGE>
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,  of
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
manufacturers  in  foreign  markets.  The  government  has yet to respond to the
request.

The Company,  however,  does not believe that the  elimination  of quotas,  when
considered  with the  effect of the  revaluation  of the  Chinese  currency  and
inflation, 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.  The Company however 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.

During the second  quarter of 2005,  the  Company  became  aware that two former
employees had been receiving  commissions  from a former  vendor,  which had not
been disclosed to the Company and were received in violation of Company  policy.
These commissions related to purchases made by the Company during the years 2000
through 2002. The Company had previously  terminated its relationship  with this
vendor in 2002 for unrelated reasons.

Management  reported the misconduct to the Company's Audit  Committee,  who then
engaged outside counsel to conduct an independent review of the matter.

The Company considered  pursuing legal remedies against the former employees but
reached a settlement prior to the  commencement of proceedings.  Pursuant to the
settlement,  the  Company  received  $4,622,000  net  of  expenses  incurred  in
connection with the investigation and settlement of the matter. In addition, the
Company  recouped  from one of the former  employees  $1,391,000  relating to an
employment  contract  termination  settlement  recorded in the fourth quarter of
2004.

The  settlement,   exclusive  of  the  recoupment,  has  been  included  in  the
consolidated  statement of income for the three months and six months ended July
2, 2005 as "non-recurring income", due to the unusual nature of the item.

                                      -13-
<PAGE>
RESULTS OF OPERATIONS

Six Months Ended July 2, 2005 and July 3, 2004
----------------------------------------------
Net Sales
---------
Net sales for the six months ended July 2, 2005 were $96,713,000,  compared with
$80,649,000  for the same period last year, an increase of $16,064,000 or 19.9%.
The increase  resulted from additional net sales of women's  related  separates,
offset in part by a  decrease  in net sales of  sweaters.  The  Company  shipped
approximately  124,000 dozen more units,  or 16.2%,  during the six months ended
July 2, 2005,  compared  with the same period  last year.  The average net sales
price per unit for the six months ended July 2, 2005  increased  3.2%,  compared
with the same period last year, primarily due to the mix in product shipped.

Gross Profit
------------
Gross  profit for the six months  ended July 2, 2005 was  $22,939,000,  compared
with $20,018,000 for the same period last year. The $2,921,000 increase resulted
primarily from the increased net sales during the current six-month period. As a
percentage of net sales,  gross profit margin was 23.7% for the six-month period
of 2005,  compared  with 24.8% for the same  period last year.  The  decrease in
gross profit  margin  resulted from higher  allowances  granted to customers for
spring shipments in the current period.

Selling, General and Administrative Expenses
--------------------------------------------
Selling,  general and administrative  ("SG&A") expenses were $25,372,000 for the
six months ended July 2, 2005,  compared  with  $22,823,000  for the same period
last year.  The increase of $2,549,000  resulted  primarily from the increase in
expenses  incurred from the higher net sales in the current six-month period. A
a percentage of net sales,  however,  SG&A expenses for the six-month  period of
2005 were only 26.2%, compared with 28.3% for the same period last year.

Interest Income
---------------
Interest  income for the six months  ended July 2, 2005 was  $949,000,  compared
with $515,000 for the same period last year.  The increase  resulted from higher
average returns on investments  and slightly higher amounts  invested during the
current six-month period. For both reporting periods, all borrowing was at fixed
interest rates.

Interest Expense
----------------
Interest  expense for the six months ended July 2, 2005 was  $259,000,  compared
with  $327,000 for the same period last year.  The decrease  resulted from lower
average  borrowings  during the period  ended July 2, 2005.  Average  borrowings
during the six-month  period ended July 2, 2005 were  $5,540,000,  compared with
$8,380,000 for the same period last year.

Non-Recurring Income
--------------------
As previously  described,  during the six months ended July 2, 2005, the Company
reported non-recurring income of $4,622,000, net of expenses.

Income Taxes
------------

The Company's provision for income tax for the six months ended July 2, 2005 was
$1,175,000  compared with a benefit of $1,050,000 for the same period last year.

                                      -14-
<PAGE>
For the six months ended July 2, 2005,  $1,867,000  of the tax provision for the
period  relates  specifically  to  the  non-recurring  income  described  above,
resulting  in an  income  tax  benefit  of  $692,000  for  losses  exclusive  of
non-recurring income. The effective income tax rate was 40.4% for the six months
ended July 2, 2005, compared with 40.4% for the same period last year.

Net Income (Loss)
----------------
As a result of the  foregoing,  the  Company  had net  income for the six months
ended July 2, 2005 of $1,732,000,  or $0.21 per diluted share, compared with net
loss of  $1,547,000,  or $0.19 per diluted  share for the same period last year.
For the six months ended July 2, 2005,  exclusive of the  non-recurring  income,
net of related income taxes, the Company had a net loss of $1,023,000,  or $0.12
per diluted share.

Three Months Ended July 2, 2005 and July 3, 2004
------------------------------------------------
Net Sales
---------
Net sales for the three  months  ended July 2, 2005 were  $38,636,000,  compared
with  $26,252,000  for the same period last year, an increase of  $12,384,000 or
47.2%.  The  increase  resulted  from  additional  net sales of women's  related
separates,  offset in part by a decrease in net sales of  sweaters.  The Company
shipped  approximately  129,000  dozen more  units,  or 50.0%,  during the three
months ended July 2, 2005 compared  with the same period last year.  The average
net sales price per unit for the three months ended July 2, 2005 decreased 2.0%,
compared  with the same  period last year,  primarily  due to the mix in product
shipped and higher  allowances  granted to customers for spring shipments in the
current period.

Gross Profit
------------
Gross profit for the three months  ended July 2, 2005 was  $8,588,000,  compared
with  $7,602,000 for the same period last year. The $986,000  increase  resulted
primarily from the increased net sales during the current three-month period. In
addition the gross profit for the three months ended July 3, 2004 was positively
affected by $785,000 reduction to a reserve  established in the first quarter of
2004 for customs costs related to importing merchandise.  As a percentage of net
sales,  gross  profit  margin  was  22.2%  for the  three-month  period of 2005,
compared with 29.0% for the same period last year.  The decrease in gross profit
margin  resulted  from the reserve  reduction for the three months ended July 3,
2004 and higher  allowances  granted to  customers  for spring  shipments in the
current period.

Selling, General and Administrative Expenses
--------------------------------------------
Selling,  general and administrative  ("SG&A") expenses were $12,015,000 for the
three months ended July 2, 2005,  compared with  $10,526,000 for the same period
last year.  The increase of $1,489,000  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,  however, SG&A expenses for the three-month period
of 2005 were  31.1%,  compared  with 40.1% for the same  period  last year.  The
reduction results primarily from the higher sales volume.

Interest Income
---------------
Interest  income for the three months ended July 2, 2005 was $561,000,  compared
with $243,000 for the same period last year.  The increase  resulted from higher

                                      -15-
<PAGE>
average returns on investments  and slightly higher amounts  invested during the
current three-month period.

Interest Expense
----------------
Interest expense for the three months ended July 2, 2005 was $112,000,  compared
with  $164,000 for the same period last year.  The decrease  resulted from lower
average  borrowings  during the period  ended July 2, 2005.  Average  borrowings
during the three-month period ended July 2, 2005 were $5,461,000,  compared with
$7,329,000 for the same period last year.

Non-Recurring Income
--------------------
As previously described, during the three months ended July 2, 2005, the Company
reported non-recurring income of $4,622,000, net of expenses.

Income Taxes
------------
The  Company's  provision for income tax for the three months ended July 2, 2005
was  $675,000  compared  with a benefit of  $1,150,000  for the same period last
year.  For the three months ended July 2, 2005,  $1,867,000 of the tax provision
for the period relates specifically to the non-recurring income described above,
resulting  in an income  tax  benefit of  $1,192,000  for  losses  exclusive  of
non-recurring  income.  The  effective  income  tax rate was 40.7% for the three
months ended July 2, 2005, compared with 40.4% for the same period last year.

Net Income (Loss)
----------------
As a result of the  foregoing,  the Company had net income for the three  months
ended July 2, 2005 of $984,000,  or $0.12 per diluted share, compared with a net
loss of  $1,694,000,  or $0.21 per diluted  share for the same period last year.
For the three months ended July 2, 2005,  exclusive of the non-recurring  income
net of related  income tax, the Company had a net loss of  $1,771,000,  or $0.21
per diluted share.

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  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, borrowings under revolving
credit lines and long-term debt.

Net cash used in operating  activities was  $23,960,000 for the six months ended
July 2,  2005,  as  compared  with  net cash  used in  operating  activities  of
$4,493,000 for the same period last year. Net cash used in operating  activities
during the six months ended July 2, 2005 resulted  primarily from an increase in
inventory  of  $45,034,000,  offset by a  decrease  in  accounts  receivable  of
$11,319,000  and an increase in accounts  payable,  accrued  expenses  and other
liabilities  of  $9,273,000.  The  additional  increase in  inventory,  accounts
payable,  accrued  expenses and other  liabilities  in the period ending July 2,
2005 resulted from the Company's  decision to bring  inventory in earlier due to
concerns of delays in importation of merchandise.

                                      -16-
<PAGE>
Net cash provided by operating  activities for the six months ended July 3, 2004
resulted  primarily  from an increase in inventory of  $19,622,000,  offset by a
decrease in accounts  receivable of $16,786,000.  This activity for both periods
resulted primarily from the normal seasonality of the Company's business.

Net cash provided by investing  activities  was  $42,571,000  for the six months
ended July 2, 2005,  as compared  with net cash used in investing  activities of
$4,739,000  for the same period last year. For the period ended July 2, 2005 the
Company had net sales of short-term  investments  of  $44,394,000 as compared to
$5,010,000  for the same period the prior  year.  During the  six-month  periods
ended July 2, 2005 and July 3, 2004 the Company used  $1,025,000  and  $271,000,
respectively,  on net capital expenditures.  Additionally,  during the six-month
period  ended July 2,  2005,  the  Company  purchased  securities  in a deferred
compensation fund for $798,000.

Net cash used in financing  activities  was  $2,348,000 for the six months ended
July 2,  2005,  as  compared  with  net cash  used in  financing  activities  of
$1,689,000  for the same period last year.  During the six months  ended July 2,
2005 and July 3,  2004,  the  Company  repaid  long-term  debt of  $975,000  and
$966,000, respectively, purchased treasury stock in the amount of $1,812,000 and
$1,045,000,  respectively,  and had proceeds from the issuance of treasury stock
of $439,000 and $322,000, respectively.

For the  balance  sheets  at July 2, 2005  when  compared  with July 3, 2004 the
higher balances of accounts receivable are due to the increased sales volume for
spring 2005,  primarily in the women's  related  separate  products.  The higher
balance in inventory  and accounts  payable at July 2, 2005 when  compared  with
July 3, 2004 resulted from the Company's  decision to accelerate the delivery of
inventory in an effort to alleviate  possible delays from  Government  embargoes
and the expenses related thereto.

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 issued of common stock was  approximately
8,240,000.

The Board of  Directors of the Company also  approved  the  repurchase  of up to
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.

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

                                      -17-
<PAGE>
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 July 2, 2005, the Company had no outstanding borrowings
and  $64.9  million   outstanding  under  letters  of  credit,   which  includes
approximately  $13.3 million related to finished goods in-transit that have been
included in  accounts  payable in the  accompanying  balance  sheet.  During the
quarter,  the Company had cash in a pledged account of $20.0 million. At July 2,
2005 this  additional  collateral  was not required and the balance was zero. At
July 2, 2005, the Company had  availability  under the Revolving Credit Facility
for borrowing of approximately $7.5 million.

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

                                      -18-
<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 July 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.

Changes in Internal Control Over Financial Reporting
----------------------------------------------------
There have not been any changes in the Company's internal control over financial
reporting  during  the six  months  ended  July 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.

                                      -19-
<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 (*)

                                              Total Number of      Max Number of
                   Total Number   Average    Shares Purchased    Shares that May Yet
                   of Net Shares Price Per  as Part of Publicly  Be Purchased Under
    Period         Purchased (1)   Share      Announced Plans        the Plans
-----------------  ------------- --------- --------------------  ------------------
<S>                   <C>          <C>             <C>               <C>
Month No. 1
Apr. 3 - Apr. 30      60,000       $19.41          60,000                -
Month No. 2
May 1 - May 28           -            -               -                  -
Month No. 3
May 29 - July 2          -            -               -                  -
                   ----------------------------------------------------------------
    Total             60,000       $19.41          60,000            364,288
                   ================================================================

<FN>
(*)  On March 17,  2005,  the  Board of  Directors  of the  Company  approved  a
     two-for-one common stock split;  therefore,  the number of shares and price
     per share have been adjusted for the stock split effective June 28, 2005.

(1)  These  repurchases  were made under a plan announced on May 9, 2005 for the
     purchase of up to 400,000 shares of common stock. The plan does not have an
     expiration date.
</FN>
</TABLE>
Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
At the Annual  Meeting of  Stockholders  held on May 19,  2005,  a proposal  was
submitted  to the vote of  stockholders  for the  election of five  directors to
serve until the 2006 Annual Meeting of Stockholders  and until their  successors
are  elected  and  qualified.  The  results  of the vote of  stockholders,  on a
pre-split basis, were as follows:

    Election as Director          For                   Withheld
    -------------------------------------------------------------
    Ludwig Kuttner             3,988,417                 7,317
    Dr. Joel Goldberg          3,985,734                10,000
    Michael Jackson            3,845,404               150,330
    Harvey L. Sperry           3,958,963                36,771
    Irwin W. Winter            3,814,493               181,241

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.

                                      -20-
<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: August 8, 2005                      /s/ Ludwig Kuttner
      --------------                      ------------------------
                                          Ludwig Kuttner
                                          Chairman of the Board of Directors
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)


Date: August 8, 2005                      /s/ Charles W. Clayton
      --------------                      ------------------------
                                          Charles W. Clayton
                                          Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)


Date: August 8, 2005                      /s/ Roger B. Clark
      ---------------                     ------------------------
                                          Roger B. Clark
                                          Vice President Finance
                                          (Principal Accounting Officer)









                                      -21-