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 March 30, 2002.
                                       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 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, 2002
 -----------------------------                 ----------------------------
 Common Stock, $0.10 Par Value                           4,713,649

<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
       March 30, 2002 and December 31, 2001                                  3

       Unaudited Condensed Consolidated Statements of Operations for the
       Three-Month Periods Ended March 30, 2002 and March 31, 2001           4

       Unaudited Condensed Consolidated Statements of Cash Flows for the
       Three-Month Periods Ended March 30, 2002 and March 31, 2001           5

       Notes to Unaudited Condensed Consolidated Financial Statements        6

Item 2-Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                             9

Item 3-Quantitative and Qualitative Disclosures About Market Risk           13


PART II - OTHER INFORMATION
---------------------------
Item 1-Legal Proceedings                                                    14

Item 4-Submission of Matters to a Vote of Security Holders                  14

Item 6-Exhibits and Reports on Form 8-K                                     14

Signature Page                                                              15



                                     - 2 -
<PAGE>
<TABLE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<CAPTION>
                            HAMPSHIRE GROUP, LIMITED
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                March 30,     Dec. 31,
                                                  2002          2001*
                                                ----------------------
<S>                                              <C>          <C>
ASSETS
------
Current assets:
  Cash and cash equivalents                     $ 25,686     $ 28,686
  Accounts receivable trade - net                 28,461       34,691
  Notes and other accounts receivable - net        1,026        1,429
  Inventories                                     18,980       26,739
  Other current assets                             5,617        5,623
                                                ---------------------
    Total current assets                          79,770       97,168

Property, plant and equipment - net                2,097        2,170
Real property investments - net                   29,949       29,380
Long-term investments - net                        3,924        3,806
Goodwill - net                                     8,020        8,020
Other assets                                       4,268        4,393
                                                ---------------------
    Total assets                                $128,028     $144,937
                                                =====================

LIABILITIES
-----------
Current liabilities:
  Current portion of long-term debt             $  3,045     $  7,721
  Accounts payable                                 1,970        5,418
  Accrued expenses and other liabilities           6,932       16,714
                                                ---------------------
    Total current liabilities                     11,947       29,853

Long-term debt                                    21,319       21,738
Deferred compensation                              2,242        2,117
                                                ---------------------
    Total liabilities                             35,508       53,708
                                                ---------------------
STOCKHOLDERS' EQUITY
--------------------
Common stock                                         471          471
Additional paid-in capital                        31,288       31,229
Retained earnings                                 60,673       59,581
Accumulated other comprehensive gain                  89           76
Treasury stock                                        (1)        (128)
                                                ---------------------
    Total stockholders' equity                    92,520       91,229
                                                ---------------------
Total liabilities and stockholders' equity      $128,028     $144,937
                                                =====================
<FN>
   *Derived from the December 31, 2001 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 OPERATIONS
                      (in thousands, except per share data)
<CAPTION>
                                                 Three Month Periods Ended
                                                 -------------------------
                                                   March 30,    March 31,
                                                     2002          2001
                                                 -------------------------
<S>                                                <C>          <C>
Net sales                                          $ 42,859     $ 37,276
Cost of goods sold                                   30,476       29,493
                                                   ----------------------
  Gross profit                                       12,383        7,783
Rental revenue                                          730          562
                                                   ----------------------
                                                     13,113        8,345
Selling, general and
  administrative expenses                            10,907        9,573
Net investment transactions
  and impairment charges                                  3           38
                                                   ----------------------
Income (loss) from operations                         2,203       (1,266)
Other income (expense):
  Interest expense                                     (521)        (611)
  Interest income                                       141          246
  Other                                                  (2)         (77)
                                                   ----------------------
Income (loss) before income taxes                     1,821       (1,708)
Provisions (benefit) for income taxes                   725         (545)
                                                   ----------------------
Net income (loss)                                  $  1,096     $ (1,163)
                                                   ======================
Net income (loss) per share -  Basic               $   0.23     $  (0.25)
                                                   ======================
                               Diluted             $   0.23     $  (0.25)
                                                   ======================
Weighted average number of
  shares outstanding -         Basic                  4,695        4,642
                                                   ======================
                               Diluted                4,790        4,642
                                                   ======================
<FN>
(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>
                                                              Three Month Periods Ended
                                                              -------------------------
                                                                March 30,     March 31,
                                                                  2002          2001
                                                               -----------------------
<S>                                                              <C>           <C>
Cash flows from operating activities:
  Net income (loss)                                              $ 1,096       $(1,163)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Depreciation and amortization                                  455           597
      Net deferred compensation costs and other                      121            24
      Net change in operating assets and liabilities:
        Receivables                                                6,631         8,204
        Inventories                                                7,759         3,928
        Other assets                                                  54           (46)
        Accounts payable                                          (3,448)       (3,271)
        Accrued expenses and other liabilities                    (9,782)       (4,652)
                                                                 ---------------------
      Net cash provided by operating activities                    2,886         3,621
                                                                 ---------------------
Cash flows from investing activities:
  Capital expenditures                                              (116)          (87)
  Proceeds from sale of real property and other investments          -             424
  Purchase of real property and other investments                   (921)       (1,801)
  Net proceeds from loans and advances to investees                   64           974
                                                                 ---------------------
      Net cash used in investing activities                         (973)         (490)
                                                                 ---------------------
Cash flows from financing activities:
  Proceeds from issuance of long-term debt                            92           -
  Repayment of long-term debt                                     (5,187)         (773)
  Proceeds from issuance of common stock                              59           196
  Proceeds from issuance of treasury stock                           123            60
  Purchases of treasury stock                                        -            (106)
                                                                 ---------------------
      Net cash used in financing activities                       (4,913)         (623)
                                                                 ---------------------
Net (decrease) increase in cash and cash equivalents              (3,000)        2,508
Cash and cash equivalents - beginning of period                   28,686        10,517
                                                                 ---------------------
Cash and cash equivalents - end of period                        $25,686      $ 13,025
                                                                 =====================
--------------------------------------------------------------------------------------
Supplementary disclosure of cash flow information:
Cash paid during the period for:               Interest          $   368      $    844
                                               Income taxes        5,234         1,449

<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 subsidiaries, substantially all of which are
wholly-owned (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, they 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. The results of operations for
interim periods are not indicative of the results that may be expected for a
full year due to the seasonality of the business. These interim unaudited
condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto for the year
ended December 31, 2001, included in the Company's Annual Report on Form 10-K.

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

NOTE 2.  INVENTORIES
--------------------
A summary of inventories by component is as follows:

                                                  (in thousands)
                                              March 30,     Dec. 31,
                                                2002          2001
                                              ---------------------
Finished goods                                $ 17,564     $ 21,922
Work-in-progress                                   360        1,697
Raw materials and supplies                       1,319        3,774
                                              ---------------------
                                                19,243       27,393
Less - Excess of current cost
   over LIFO carrying value                       (263)        (654)
                                              ---------------------
Total                                         $ 18,980     $ 26,739
                                              =====================

                                 - 6 -
<PAGE>
NOTE 3.  COMPREHENSIVE INCOME
-----------------------------

Comprehensive income consists of net income, plus certain changes in assets and
liabilities that are not included in net income, but are instead reported within
a separate component of stockholders' equity under accounting principles
generally accepted in the United States of America. At March 30, 2002 and March
31, 2001, the Company had one item, unrealized gain or loss on foreign currency
translation, that remains a component of other comprehensive income as follows:

                                                  (in thousands)
                                             Three Month Periods Ended
                                             -------------------------
                                              March 30,     March 31,
                                                2002           2001
                                              ----------------------
Net income (loss)                             $  1,096      $ (1,163)
Foreign currency translation
   adjustment                                       13           (74)
                                              ----------------------
Comprehensive income (loss)                   $  1,109      $ (1,237)
                                              ======================

NOTE 4.  RECENT ACCOUNTING STANDARDS
------------------------------------
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets", on January 1, 2002. SFAS 142
discontinues the practice of amortizing goodwill and indefinite lived intangible
assets and initiates an annual review for impairment. The Company will complete
its assessment of goodwill no later than June 30, 2002. As of the date of
adoption, the Company had unamortized goodwill of $8,020,000 and will no longer
record amortization expense of goodwill. A reconciliation of the previously
reported net income and earnings per share for the three-month period ended
March 31, 2001 to the amounts adjusted for the reduction of amortization
expense, net of the related income tax effect, is as follows:

                                 Net Loss     Basic EPS    Diluted EPS
                                 -------------------------------------
Reported                         $(1,163)       $(0.25)       $(0.25)
Add: amortization adjustment         136          0.03          0.03
                                 -----------------------------------
Adjusted                         $(1,027)       $(0.22)       $(0.22)
                                 ===================================

The Company adopted SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", on January 1, 2002. SFAS 144 addresses financial reporting
for the impairment or disposal of long-lived assets. SFAS 144 supersedes SFAS
121 and the accounting and reporting provisions of APB 30 related to the
disposal of a segment of a business. The adoption of SFAS 144 had no effect on
the Company's financial position, results of operations or cash flows.

The Company adopted Emerging Issues Task Force ("EITF") 00-25, "Vendor Income
Statement Characterization Paid to a Reseller of the Vendor's Products", on
January 1, 2002. EITF 00-25 addresses whether consideration from a vendor to a
reseller of the vendor's product is (a) an adjustment to the selling prices of
the vendor's products and, therefore should be deducted from revenue when
recognized in the vendor's income statement, or (b) a cost incurred by the
vendor for assets or services received from the reseller and, therefore should
be included as a cost or an expense when recognized in the vendor's income
statement. The adoption of EITF 00-25 requires reclassification of cooperative
advertising expenses from Selling, General and Administrative

                                      - 7 -
<PAGE>

("SG&A") expense as a reduction from revenues. As a result, net sales, gross
profit and SG&A expenses each decreased by $302,000 and $158,000 for the first
three-month periods of 2002 and 2001, respectively, with no effect on net
income.

NOTE 5.  INDUSTRY SEGMENTS DATA
-------------------------------
The Company operates in two industry segments - Apparel and Investments. The
Apparel segment includes sales of apparel, primarily women's and men's tops,
both knitted and woven. The products are sold to customers throughout the United
States of America, including major department stores, specialty retail stores
and catalog companies. Some of the Company's major customers operate both retail
and mail order businesses; therefore, it is not possible for the Company to
determine sales to the individual markets. The Investments segment makes
investments both domestically and internationally, principally in real property.
<TABLE>
<CAPTION>

                                                   (in thousands)
Industry Segments Data                        Three Month Periods Ended
----------------------                        -------------------------
                                               March 30,     March 31,
                                                  2002          2001
                                              -------------------------
<S>                                             <C>          <C>
Net sales                 Apparel               $42,859       $37,276
Rental revenue                                      730           562
                                                ---------------------
                                                $43,589       $37,838
                                                =====================
---------------------------------------------------------------------
Gross profit              Apparel               $12,383       $ 7,783
(as percent of net sales)                          28.9%         20.9%
---------------------------------------------------------------------
Income (loss) from        Apparel               $ 2,744       $  (772)
operations                Investments               203            53
                          Corporate                (744)         (547)
                                                ---------------------
                                                $ 2,203       $(1,266)
---------------------------------------------------------------------
Interest expense          Apparel               $    45       $    69
                          Investments               212           208
                          Corporate                 264           334
                                                ---------------------
                                                $   521       $   611
=====================================================================

                                               March 30,      Dec. 31,
                                                  2002          2001
                                               ----------------------
Total identifiable assets Apparel              $ 59,010      $ 74,903
                          Investments            35,002        34,527
                          Corporate              34,016        35,507
                                               ----------------------
                                               $128,028      $144,937
---------------------------------------------------------------------

</TABLE>
                                      - 8 -
<PAGE>

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

This quarterly report on Form 10-Q contains forward-looking information and
statements that involve risks and uncertainties. Such forward-looking statements
include, but are not limited to, statements regarding the results of operations.
The Company's actual results, performance or achievements could differ
materially from the results expressed in, or implied by these forward-looking
statements, which are made only as of the date hereof.

SEASONALITY
-----------
The Company's apparel business is highly seasonal with the majority of sales
occurring in the third and fourth quarters of the year. Accordingly, the Company
historically experiences losses or minimal operating profits during the first
and second quarters of the year.

RESULTS OF OPERATIONS
---------------------

Three-Month Periods Ended March 30, 2002 and March 31, 2001

Net Sales
---------
Net sales for the three-month period ended March 30, 2002 were $42,859,000,
compared to $37,276,000 for the same period last year, an increase of $5,583,000
or 15.0%. Units shipped in the three-month period ended March 30, 2002 exceeded
units shipped during the same period last year by approximately 27.3%. The
increase primarily occurred with respect to women's cotton sweaters. A shift in
product mix and discontinuing a product line resulted in a 9.7% decrease in the
average sales price.

Gross Profit
------------
Gross profit for the three-month period ended March 30, 2002 was $12,383,000,
compared to $7,783,000 for the same period last year, an increase of $4,600,000
or 59.1%. As a percentage of net sales, gross profit margins were 28.9% for the
three-month period of 2002, compared with 20.9% for the same period last year.
The increase in gross profit is attributed primarily to discontinuing a less
profitable product line, an increase in unit volume of sweaters shipped and
costs reductions.

Rental Revenue
--------------
Rental revenue from the Investment segment for the three-month period ended
March 30, 2002 was $730,000, compared to $562,000 for the same period last year,
an increase of $168,000 or 29.9%. The increase in revenues resulted primarily
from the leasing of domestic property recently renovated.

Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative ("SG&A") expenses for the Company were
$10,907,000 for the three-month period ended March 30, 2002, compared to
$9,573,000 for the same period last year, an increase of $1,334,000 or 13.9%.
The increase primarily resulted from additional marketing, designing, shipping
and related expenses caused by the increased sales volume in the three-month
period of 2002. The three-month period of 2001 included $212,000 amortization of
goodwill; with the adoption of SFAS 142 on January 1, 2002, there was no
amortization in the current year.

                                      - 9 -
<PAGE>
SG&A expenses for the Investment segment were $524,000 for the three-month
period ended March 30, 2002, compared to $471,000 for the same period last year,
an increase of $53,000 or 11.3%. The increase resulted primarily from additional
depreciation expense, which increased to $269,000 for the three-month period in
2002, compared to $201,000 for the same period in 2001.

Operating Income/Loss
---------------------
Operating income for the Company for the three-month period ended March 30,
2002, was $2,203,000, compared to an operating loss of $1,266,000 for the same
period last year, an increase of $3,469,000. The increase resulted from the
factors previously discussed.

Interest Expense
----------------
Interest expense for the three-month period ended March 30, 2002 was $521,000,
compared to $611,000 for the same period last year, a decrease of $90,000 or
14.7%. The decrease primarily resulted from reduced loan amounts during the
period ended March 30, 2002.

Interest Income
---------------
Interest income for the three-month period ended March 30, 2002 was $141,000,
compared to $246,000 for the same period last year, a decrease of $105,000 or
42.7%. The decrease primarily resulted from lower interest rates on short term
investments during the period ended March 30, 2002.

Income Taxes
------------
The Company's income tax provision for the three-month period ended March 30,
2002 was $725,000, compared to a tax benefit of $545,000 for the same period
last year. The effective income tax rate increased to 39.8% for the three-month
period ended March 30, 2002, compared to 31.9% for the same period last year,
due to changes in composition of income among the consolidated entities. The
Company currently anticipates an effective income tax rate of approximately 40%
for the remainder of 2002.

Net Income/Loss
---------------
Net income for the three-month period ended March 30, 2002 was $1,096,000, or
$0.23 per diluted share, compared to a net loss of $1,163,000, or $0.25 per
diluted share, for the same period last year, an increase of $2,259,000.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The primary liquidity and capital requirements of the Company are to fund
working capital for current operations, consisting of funding the buildup in
inventories and accounts receivable (which historically reach their maximum
requirements in the third quarter), servicing long-term debt and funding capital
expenditures and investments. The primary sources to meet the liquidity and
capital requirements include funds generated from operations, revolving credit
lines and long-term borrowing.

At March 30, 2002 and March 31, 2001, the Company had cash and cash equivalents
of $25,686,000 and $13,025,000, respectively.

Net cash provided by operating activities was $2,886,000 for the three-month
period ended March 30, 2002, as compared to $3,621,000 provided for the same
period last year. Net cash provided by operating activities during the
three-month period of 2002 was provided primarily from net

                                        - 10 -
<PAGE>
income of $1,096,000 and $1,214,000 from net changes in the working capital
accounts. Net cash provided by operating activities during the three-month
period of 2001 was provided primarily from $4,163,000 from net changes in the
working capital accounts, offset by a net loss of $1,163,000.

Net cash used in investing activities was $973,000 for the three-month period
ended March 30, 2002, as compared to net cash used in investing activities of
$490,000 for the same period last year. During the three-month periods ended
March 30, 2002 and March 31, 2001, the Company used $921,000 and $1,801,000,
respectively, to purchase real property and make other investments.
Additionally, during the three-month period of 2001, the Company collected
$974,000 from loans and received $424,000 of proceeds from sale of real property
and other investments.

Net cash used in financing activities was $4,913,000 for the three-month period
ended March 30, 2002, as compared to net cash used by financing activities of
$623,000, for the same period last year. During the three-month periods ended
March 30, 2002 and March 31, 2001, the Company used $5,187,000 and $773,000,
respectively, for the payment of long-term debt. Additionally during the
three-month period of 2001, the Company purchased 14,200 shares of its Common
Stock for $106,000.

The Company's Revolving Credit Facility, which matures on September 5, 2003,
provides a secured credit facility up to $97.9 million in revolving line of
credit and letters of credit. At March 30, 2002 no advances were outstanding
under the line of credit and there were $25.4 million outstanding letters of
credit. At March 30, 2002, based on a borrowing formula, the Company had
availabile for borrowing approximately $11 million under the line of credit.

Both the Revolving Credit Facility and the Senior Notes Agreement (the
"Agreements") contain covenants which require certain financial performance and
restrict certain payments by the Company and the Restricted Subsidiaries,
including advances to the Company's Non-Restricted Subsidiary (defined as
Hampshire Investments, Limited and its subsidiaries). The Company believes it
was in compliance with the financial performance covenants and restrictions at
March 30, 2002.

The Agreements restrict the sale of assets, payments by the Company of cash
dividends to stockholders, the repurchase of Company common stock and
investments in and loans to the Non-Restricted Subsidiary. The Senior Notes
Agreement also requires that during any 12-month period there must be a period
of 45 consecutive days where there is no outstanding short-term debt. The
Company believes it was in compliance with these provisions at March 30, 2002.

The Company, through its Non-Restricted Subsidiary, finances real property
investments through mortgages and construction loans. The Company's Chief
Executive Officer has guaranteed certain indebtedness relating to the purchase
of real property.

NEW ACCOUNTING STANDARDS
------------------------
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets", on January 1, 2002. SFAS 142
discontinues the practice of amortizing goodwill and indefinite lived intangible
assets and initiates an annual review for impairment. The Company will complete
its assessment of goodwill no later than June 30, 2002. As of the date of
adoption, the Company had unamortized goodwill of $8,020,000 and will no longer
record amortization expense of goodwill. A reconciliation of the previously
reported net income and

                                        - 11 -
<PAGE>
earnings per share for the three-month period ended March 31, 2001 to the
amounts adjusted for the reduction of amortization expense, net of the related
income tax effect, is as follows:

                                    Net Loss    Basic EPS   Diluted EPS
                                    -----------------------------------
Reported                            $(1,163)    $  (0.25)    $  (0.25)
Add: amortization adjustment            136         0.03         0.03
                                    ---------------------------------
Adjusted                            $(1,027)    $  (0.22)    $  (0.22)
                                    =================================

The Company adopted SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", on January 1, 2002. SFAS 144 addresses financial reporting
for the impairment or disposal of long-lived assets. SFAS 144 supersedes SFAS
121 and the accounting and reporting provisions of APB 30 related to the
disposal of a segment of a business. The adoption of SFAS 144 had no effect on
the Company's financial position, results of operations or cash flows.

The Company adopted Emerging Issues Task Force ("EITF") 00-25, "Vendor Income
Statement Characterization Paid to a Reseller of the Vendor's Products", on
January 1, 2002. EITF 00-25 addresses whether consideration from a vendor to a
reseller of the vendor's product is (a) an adjustment to the selling prices of
the vendor's products and, therefore should be deducted from revenue when
recognized in the vendor's income statement, or (b) a cost incurred by the
vendor for assets or services received from the reseller and, therefore should
be included as a cost or an expense when recognized in the vendor's income
statement. The adoption of EITF 00-25 requires reclassification of cooperative
advertising expenses from Selling, General and Administrative ("SG&A") expense
to a reduction from revenues. As a result, net sales, gross profit and SG&A
expenses each decreased by $302,000 and $158,000 for the first three-month
periods of 2002 and 2001, respectively, with no effect on net income.


                                       - 12 -
<PAGE>
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
risk in the areas of changing interest rates and fluctuations of currency
exchange rates. The Company is also exposed to market risk due to changes in
costs for raw materials for the Company's products.

The long-term debt of the Company is at fixed interest rates, which were at
market when the debt was issued, but are primarily above market on March 30,
2002. The short-term debt of the Company has 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 on the primary credit facility.

In purchasing apparel from foreign manufacturers, the Company uses letters of
credit that require the payment of dollars 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.

With the exception of Hampshire Praha, the Company's 70% owned subsidiary,
Hampshire Investments does not issue or own foreign indebtedness. Further, the
foreign indebtedness of Hampshire Praha is not material to the Company's
consolidated operations. Hampshire Investments either purchases foreign based
assets with U.S. dollars or with foreign currency purchased with U.S. dollars,
on or near the purchase date. Real property owned by Hampshire Investments and
located outside the United States is leased for either U.S. dollars or other
stable currencies. The primary foreign currency risk for Hampshire Investments
is the impact of fluctuations that such currencies have on the businesses of the
lessees of real property owned by Hampshire Investments.

                                        - 13 -
<PAGE>
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. 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 flows.

Item 2 - Changes in Securities and Use of Proceeds

         Not applicable.

Item 3 - Defaults in Senior Securities

         Not applicable.

Item 4 - Submission of Matters to a Vote of Security Holders

         There were no matters submitted to a vote of security holders
         during the quarter ended March 30, 2002.

Item 5 - Other Information

         Not applicable.

Item 6 - Exhibits and Reports on Form 8-K

     a)  Exhibits
         --------
         The exhibits required to be filed by Item 601 of Regulation S-K
         are incorporated herein by reference to the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 2001
         and Part IV, Item (a)(3) therein.

     b)  Reports on Form 8-K filed during the quarter
         --------------------------------------------
         There were no reports filed on Form 8-K during the quarter ended March
         30, 2002.


                                        - 14 -
<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 9, 2002               /s/ Ludwig Kuttner
---------------------            --------------------------------------
                                 Ludwig Kuttner
                                 Chairman of the Board of Directors
                                 President and Chief Executive Officer
                                 (Principal Executive Officer)


  Date May 9, 2002               /s/ William W. Hodge
---------------------            ------------------------------------------
                                 William W. Hodge
                                 Vice President and Chief Financial Officer
                                 (Principal Financial and Accounting Officer)





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