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 September, 2001.
                                       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 November 7, 2001
-------------------------------           ----------------------------------
 Common Stock, $0.10 Par Value                         4,667,079


                                       1
<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
       September 29, 2001, September 30, 2000 and December 31, 2000          3

       Unaudited Condensed Consolidated Statements of Operations for the
       Nine-Month and Three-Month Periods Ended September 29, 2001
       and September 30, 2000                                                4

       Unaudited Condensed Consolidated Statements of Cash Flows for the
       Nine-Month Periods Ended September 29, 2001 and September 30, 2000    5

       Notes to Unaudited Condensed Consolidated Financial Statements        7

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

Item 3-Quantitative and Qualitative Disclosures About Market Risk           15


PART II - OTHER INFORMATION

Item 1-Legal Proceedings                                                    16

Item 4-Submission of Matters to a Vote of Security Holders                  16

Item 6-Exhibits and Reports on Form 8-K                                     16

Signature Page                                                              17

                                       2
<page>
<table>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                            HAMPSHIRE GROUP, LIMITED
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<caption>

                                             Sept. 29,   Sept. 30,    Dec. 31,
ASSETS:                                        2001        2000        2000*
Current assets:                              --------    --------    --------

                                          <C>         <C>         <C>
  Cash and cash equivalents                  $    650    $  1,724    $ 10,517
  Accounts receivable trade - net              74,286      69,533      32,898
  Notes and other accounts receivable-net       1,386       3,433       3,864
  Inventories                                  59,677      53,796      33,222
  Other current assets                          4,156       4,972       4,302
                                             --------    --------    --------
    Total current assets                      140,155     133,458      84,803

Property, plant and equipment - net             2,324       3,076       2,644
Real property investments - net                28,418      20,553      22,793
Long-term investments - net                     4,781       5,495       5,350
Goodwill - net                                  9,056       9,963       9,692
Other assets                                    4,821       8,250       7,370
                                             --------    --------    --------
    Total assets                             $189,555    $180,795    $132,652
                                             ========    ========    ========
LIABILITIES:
Current liabilities:
  Current portion of long-term debt          $  6,721    $  3,142    $  5,428
  Borrowings under lines of credit             55,729      55,015         -
  Accounts payable                              8,556      13,512      11,148
  Accrued expenses and other liabilities       10,508       8,266      10,043
                                             --------    --------    --------
    Total current liabilities                  81,514      79,935      26,619

Long-term debt                                 21,932      24,304      22,777
Subordinated notes payable                      1,150       2,100       1,863
Deferred compensation                           1,938       2,266       1,753
                                             --------    --------    --------
    Total liabilities                         106,534     108,605      53,012
                                             --------    --------    --------
STOCKHOLDERS' EQUITY:
Common stock                                      467         458         465
Additional paid-in capital                     30,940      30,445      30,816
Retained earnings                              51,709      42,449      48,501
Accumulated other comprehensive loss              (88)       (576)        (75)
Treasury stock                                     (7)       (586)        (67)
                                             --------    --------    --------
    Total stockholders' equity                 83,021      72,190      79,640
                                             --------    --------    --------
    Total liabilities and stockholders'      $189,555    $180,795    $132,652
      equity                                 ========    ========    ========
<fn>
    *Derived from the December 31, 2000 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>
                                         Nine-Month           Three-Month
                                        Periods Ended        Periods Ended
                                    --------------------   --------------------
                                    Sept. 29,  Sept. 30,   Sept. 29,  Sept. 30,
                                      2001       2000        2001       2000
                                    --------   --------    --------   --------

                                 <C>        <C>         <C>        <C>
Net sales                           $165,059   $109,251    $101,617   $81,839
Cost of goods sold                   127,519     89,760      76,246    66,317
                                    --------   --------    --------   -------
  Gross profit                        37,540     19,491      25,371    15,522
Rental revenue                         1,778      1,639         630       471
                                    --------   --------    --------   -------
                                      39,318     21,130      26,001    15,993
Selling, general and
  administrative expenses            (31,629)   (19,416)    (14,129)   (8,999)
Gain on sale of property, plant
  and equipment                          -        1,711         -           1
Net investment transactions gains
  (losses) and impairment charges         34        714          (7)      (29)
                                    --------   --------    --------   -------
Income from operations                 7,723      4,139      11,865     6,966
Other income (expense):
  Interest expense                    (2,524)    (2,023)     (1,285)   (1,119)
  Interest income                        612        990         219       227
  Other                                 (283)       283        (269)      (52)
                                    --------   --------    --------   -------
Income before income taxes             5,528      3,389      10,530     6,022
Provision for income taxes             2,300      1,100       4,025       950
                                    --------   --------    --------   -------
Net income                          $  3,228   $  2,289    $  6,505   $ 5,072
                                    ========   ========    ========   =======
------------------------------------------------------------------------------

Net income per share-Basic             $0.69      $0.55       $1.39     $1.18
                                       =====      =====       =====     =====
                     Diluted           $0.69      $0.54       $1.39     $1.16
                                       =====      =====       =====     =====
 Weighted average number of
  shares outstanding-Basic             4,645      4,177       4,666     4,299
                                       =====      =====       =====     =====
                     Diluted           4,670      4,259       4,684     4,366
                                       =====      =====       =====     =====
<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>
                                                               Nine-Month
                                                             Periods Ended
                                                          ---------------------
                                                           Sept. 29,  Sept. 30,
                                                             2001       2000
                                                           --------   --------

                                                        <C>        <C>
Cash flows from operating activities:

  Net income                                               $ 3,228    $ 2,289
  Adjustments to reconcile net income to net cash
    used in operating activities:
     Depreciation and amortization                           1,917      2,586
     Provision for bad debt                                  1,394        240
     Asset impairment charge                                   250        -
     Gain on sale of real property and other investments      (284)      (714)
     Net gain on sale of manufacturing operations              -       (1,326)
     Gain on sales of other property, plant and equipment        2       (385)
     Deferred compensation costs                               275         91
     Changes in operating assets and liabilities:
       Receivables                                         (40,291)   (36,053)
       Inventories                                         (26,455)    (8,631)
       Other assets                                            719       (201)
       Accounts payable                                     (2,592)     3,447
       Accrued expenses and other liabilities                  469        444
                                                          --------    -------
     Net cash used in operating activities                 (61,368)   (38,213)
                                                          --------    -------
Cash flows from investing activities:
  Capital expenditures                                        (248)      (166)
  Cash used for business acquisition                           -      (44,069)
  Proceeds from sales of property, plant and equipment         -        6,371
  Proceeds from sale of real property and other investment     880      1,010
  Purchase of real property and other investments           (6,634)    (6,486)
  Loans and advances to investees                              (34)    (1,807)
  Repayments of loans and advances by investees              1,912      2,161
                                                          --------    -------
    Net cash used in investing activities                   (4,124)   (42,986)
                                                          --------    -------
Cash flows from financing activities:
  Net borrowings under line of credit                       55,729     55,015
  Proceeds from long-term debt                               2,181      6,101
  Repayment of long-term debt                               (2,445)    (2,112)
  Payments of deferred compensation                             (6)        (6)
  Proceeds from issuance of common stock                       206        -
  Proceeds from issuance of treasury stock                      66         94
  Purchases of treasury stock                                 (106)       -
                                                          --------    -------
    Net cash provided by financing activities               55,625     59,092
                                                          --------    -------
Net decrease in cash and cash equivalents                   (9,867)   (22,107)
Cash and cash equivalents - beginning of period             10,517     23,831
                                                          --------    -------
Cash and cash equivalents - end of period                 $    650    $ 1,724
                                                          ========    =======

                                       5
<page>
<caption>
                                                               Nine-Month
                                                             Periods Ended
                                                          ---------------------
                                                           Sept. 29,  Sept. 30,
                                                             2001       2000
                                                           --------   --------

                                                         <C>         <C>
Supplementary disclosure of cash flow information:
Cash paid during the period for:     Interest               $2,532      $1,463
                                     Income taxes            2,145         367
Sale of investments to related party, settled by
  forgiveness of certain liabilities owed to related
  party by the Company                                         -           775
Settlement of long-term debt payment -
  sale of real property                                        -         1,376
Settlement  of long term debt payment -
  sale of property, plant and equipment                        -           754
Note receivable from sale of property,
  plant and equipment                                          -         4,828
Issuance of common stock for business acquisition              -         2,723
Issuance of subordinated notes payable for
  business acquisition                                         -         2,100













<fn>
         (The accompanying notes are an integral part of these unaudited
                             financial statements.)
</fn>
</table>
                                       6
<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 which, except for a reserve on a
note receivable for the three-month period ended September 29, 2001, consist
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, 2000, 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.  ACQUISITION OF ASSETS
------------------------------
Effective August 20, 2000, the Company acquired substantially all the assets and
business of Item-Eyes, Inc. ("Item-Eyes"), a privately held sportswear company.

The assets were acquired for a total of $57,288,000, which was paid as follows:

   Cash, including repayment of revolving credit
     line of $31,069,000                                      $44,069,000
   Assumed liabilities - trade accounts payable, etc.           8,396,000
   Issuance of Subordinated Notes payable                       2,100,000
   Issuance of Hampshire Group, Limited Common Stock            2,723,000 (1)

   (1) Hampshire Group Limited issued 395,382 unregistered shares of its
       Common Stock.

The purchase price was allocated to the net assets acquired, including the
liabilities assumed as of August 20, 2000, based upon their estimated fair
values as of that date with the remainder of approximately $8,650,000 being
recorded as goodwill.

NOTE 3.  INVENTORIES
--------------------
A summary of inventories by component is as follows:
                                              (in thousands)
                              Sept. 29, 2001  Sept. 30, 2000    Dec. 31, 2000
                              --------------  --------------    -------------
Finished goods                    $55,874         $44,667         $26,414
Work-in-progress                    2,000           6,768           3,905
Raw materials and supplies          2,732           3,768           3,813
                                  -------         -------         -------
                                   60,606          55,203          34,132
   Less - LIFO reserve               (929)         (1,407)           (910)
                                  -------         -------         -------
   Net inventories                $59,677         $53,796         $33,222
                                  =======         =======         =======

                                       7
<page>
NOTE 4.  BORROWINGS
-------------------
Revolving Credit Facilities
---------------------------
The Company's Revolving Credit Facility which expires on September 5, 2003,
provides a secured credit facility up to $97.9 million in revolving line of
credit and letters of credit. Advances under the line of credit are limited to
the lesser of: (1) $97.9 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
through this credit facility, plus a seasonal supplemental amount of up to $24
million from April 1, 2001 through September 29, 2001.

Advances under the facility bear interest at either the bank's prime rate or, at
the option of the Company, a fixed rate of LIBOR plus 2.25%, for a fixed term.
The loan is collateralized, pari passu with the Senior Notes, by the trade
accounts receivable and inventories of the Company's Restricted Subsidiaries
(defined as Hampshire Designers and Item-Eyes), a pledge of the outstanding
balance due from the Company's factor and the Common Stock of all subsidiaries.
The Company has also pledged as collateral two insurance policies, a $5 million
policy on the life of its Chairman and a $1 million policy on the life of the
Chief Executive Officer of Item-Eyes, Inc. As of September 29, 2001, the Company
had $55.3 million of borrowings under the line of credit and outstanding letters
of credit of $9.8 million. At September 29, 2001, approximately $31.0 million
was available under the facility.

The Company also has available two other credit facilities, which provide for
international letters of credit in the aggregate amount of $2.0 million. As
of September 29, 2001, the letters of credit outstanding against these two
letter of credit facilities totaled approximately $392,000. Additionally, the
Company, through its investment segment, Hampshire Investments, Limited, has a
$1.0 million line of credit, for use by this subsidiary. As of September 29,
2001, this line of credit had an outstanding balance of $419,000.

Senior Notes Agreement
----------------------
The Senior Notes are collateralized pari passu with the Revolving Credit
Facility and have the same security pledges and collateral as the Revolving
Credit Facility. The Senior Notes bear interest at 8% with principal due in
semi-annual installments of $937,500.

Financial Covenants
-------------------
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 financial performance covenants require, among other things, that the
Company maintain specified levels of consolidated net worth, not 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 at September 29, 2001.

The Agreements restrict the sale of assets, payments by the Company of cash
dividends to stockholders, prepayment of Subordinated Notes, the repurchase of
Company stock and investments in and loans to the Non-Restricted Subsidiary. The
Senior Note Agreement also requires that no short-term debt is outstanding 45
days during any 12-month period. The Company was in compliance with these
provisions at September 29, 2001.

Other Debt
----------
The Company's other debt includes $2.1 million of Subordinated Notes (Note 2)
and a $3 million loan from Merchants National Bank. Also, the Company, through
its Non-Restricted Subsidiary, finances real property investments through
mortgages and construction loans. The Company's Chief Executive Officer has
guaranteed the Subordinated Notes and certain indebtedness relating to the
purchase of real property.
                                       8
<page>
NOTE 5.  SALE OF ASSETS
-----------------------
On April 28, 2000, the Company sold all of its sweater manufacturing assets,
except finished goods inventory, to Glamourette/OG, Inc., a Puerto Rican
corporation, a sales price of $10,468,000. The sales price included a promissory
note in the amount of $8,000,000, discounted to $6,468,000, at 8.75% per annum
and due April 28, 2005. The note is payable by a deduction of $0.67 per sweater
purchased from Glamourette/OG, Inc. or is payable in cash, and is partially
collateralized by machinery and equipment and by the pledge of the common stock
of Glamourette/OG, Inc. The Company has established a reserve of $3.3 million
for the promissory note, with $1.2 million of the reserve made in the quarter
ended September 29, 2001.

NOTE 6. 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. The Company's comprehensive
income was as follows:
                                                  (in thousands)
                                          Nine-Month          Three-Month
                                         Period Ended         Period Ended
                                     --------------------- -------------------
                                       Sept. 29, Sept. 30,  Sept. 29, Sept. 30,
                                         2001      2000       2001      2000
                                       --------  --------  --------   --------
Net income                              $3,228     $2,289    $6,505     $5,072
Other comprehensive income (loss):
  Unrealized (loss) on securities:
    Unrealized holding (loss) on
      securities arising during periods    -         (113)      -          (49)
    Reclassification adjustment for
      amounts included in income           -           32       -           32
    Income tax benefit on securities       -           30       -            5
                                        ------     ------    ------     ------
    Unrealized (loss) on securities        -          (51)      -          (12)
  Foreign currency translation
    adjustment                             (13)      (191)       88       (112)
                                        ------     ------    ------     ------
Comprehensive income                    $3,215     $2,047    $6,593     $4,948
                                        ======     ======    ======     ======

NOTE 7.  RECENT ACCOUNTING STANDARDS
------------------------------------
Derivative Instruments
----------------------
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for
Derivative Instruments and Hedging Activities", was issued in June 1998 and was
amended in June 2000 by SFAS 138, "Accounting for Certain Derivative Instruments
and Hedging Activities". SFAS 133 requires all derivative instruments to be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether the derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. The adoption of SFAS
133 on January 1, 2001 had no effect on the Company's financial position,
results of operations or cash flows.

Business Combinations and Goodwill and Other Intangible Assets
--------------------------------------------------------------
In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets." These Statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets. SFAS No. 141 eliminates the pooling-of-interests method of
accounting for business combinations. In addition, it further clarifies the
criteria for recognition of intangible assets separately from goodwill. This
statement is currently effective.

SFAS No. 142 discontinues the practice of amortizing goodwill and indefinite
lived intangible assets and initiates an annual review for impairment.
Impairment would be examined more frequently if certain impairment indicators
                                       9
<page>
are encountered. Intangible assets with a determinable useful life will continue
to be amortized over that period. This statement is effective for the Company on
January 1, 2002. The Company has not completed its analysis of the effects of
adopting this statement. For the periods ended September 29, 2001 the Company
amortized goodwill of $636,000 for the nine-month period and $212,000 for the
three-month period.

In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of "Long-Lived Assets", which 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. SFAS 144 is effective for the Company on January 1, 2002.
The company is evaluating the impact of the adoption of SFAS 144 and has not yet
determined the effect, if any, that the adoption of the standard will have on
the Company's financial position and results of operations.

NOTE 8.  INDUSTRY SEGMENTS DATA
-------------------------------
The Company operates in two industry segments - Apparel and Investments. The
Apparel segment includes sales of men's and women's sweaters and related
separates. The products are sold to customers throughout the United States of
America including major department stores, specialty retail stores and catalog
companies. Although the Company sells apparel throughout the year, the business
is highly seasonal, with approximately 75% of sales occurring in the third and
fourth quarters. The Investments segment makes investments both domestically and
internationally, principally in real property. The Company's
decision-makers use operating income (loss) to monitor the results of the
segments and to make decisions regarding allocations of financial resources.

Industry Segments Data                       Nine-Month         Three-Month
                                            Periods Ended       Periods Ended
                                         ------------------  ------------------
                                         Sept. 29, Sept. 30,  Sept. 29,Sept. 30,
                                           2001      2000      2001     2000
                                         -------- ---------  -------- ---------
Net sales                  Apparel       $165,059  $109,251  $101,617  $81,839
Rental revenue             Investments      1,778     1,639       630      471
                                         --------  --------  --------  -------
                                         $166,837  $110,890  $102,247  $82,310
-------------------------------------------------------------------------------

Gross profit               Apparel        $37,540   $19,491   $25,371  $15,522
 (as percent of net sales)                   22.7%     17.8%     25.0%    19.0%
-------------------------------------------------------------------------------
Income (loss) from         Apparel         $8,911    $4,659   $12,129   $7,604
  operations               Investments        368     1,218        99       66
                           Corporate       (1,556)   (1,738)     (363)    (704)
                                           ------    ------   -------   ------
                                           $7,723    $4,139   $11,865   $6,966
-------------------------------------------------------------------------------
Interest expense           Apparel         $  226    $  400    $   98   $  345
                           Investments        638       524       228      233
                           Corporate        1,660     1,099       959      541
                                           ------    ------    ------   ------
                                           $2,524    $2,023    $1,285   $1,119
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                         Sept. 29, Sept. 30,  Dec. 31,
                                           2001      2000      2000
                                         --------  --------  --------
Total identifiable         Apparel       $147,485  $143,529  $ 85,021
  assets                   Investments     33,980    28,113    29,510
                           Corporate        8,090     9,153    18,121
                                         --------  --------  --------
                                         $189,555  $180,795  $132,652
-------------------------------------------------------------------------------

                                       10
<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.

RESULTS OF OPERATIONS
---------------------
Effective August 20, 2000, (the "Acquisition Date") Hampshire Group, Limited
concluded the acquisition of substantially all of the assets and business of
Item-Eyes, Inc., a privately held sportswear company; and accordingly the
results of Item-Eyes (the "Acquired Business") have been included in the results
of the Company subsequent to that date. The results of the Company, excluding
the results of the Acquired Business, are referred to herein as the existing
business (the "Existing Business").

SEASONALITY
-----------
The Company's apparel business is highly seasonal with approximately 75% of
sales occurring in the third and fourth quarters of the year. Accordingly, the
Company historically experiences operating losses during the first and second
quarters of the year.

Nine-Month Periods Ended September 29, 2001 and September 30, 2000
------------------------------------------------------------------
Net sales for the nine-month period ended September 29, 2001 were $165,059,000,
which included $73,615,000 of Acquired Business net sales, compared to
$109,251,000 for the same period last year, which included $22,878,000 of
Acquired Business net sales for the period from the Acquisition Date through
September 30, 2000. The Existing Business net sales increased $5,071,000. The
5.9 % increase in the Company's Existing Business resulted primarily from strong
sales of cotton product lines. For the first nine months of 2001, compared with
the same period of the prior year, aggregate unit volume of the Existing
Business, primarily women's sweaters, increased 16.9%. A shift in product mix to
lower priced units resulted in a 9.4% decrease in the average sales price for
the Existing Business.

Gross profit for the nine-month period ended September 29, 2001 was $37,540,000
(22.7% of net sales), which included Acquired Business gross profit of
$14,403,000, compared to $19,491,000 (17.8% of net sales) for the same period
last year, which included $4,809,000 of Acquired Business gross profit for the
period after the Acquisition Date. The gross margin for the Existing Business
was 25.3% compared with 17.0% for the same period last year. The increase in
gross margin from the Company's Existing Business is attributed to discontinuing
less profitable product lines and the increase in unit volume of the women's
sweaters.

Selling, general and administrative expenses for the nine-month period ended
September 29, 2001 were $31,629,000, which included Acquired Business selling,
general and administrative expenses of $9,997,000, compared to $19,416,000 for
the same period last year, which included $1,639,000 of Acquired Business
selling, general and administrative expenses for the period after the
Acquisition Date. The increase consisted of increased selling, shipping and
related expenses caused by the increased sales volume of the Existing Business
and a $1,200,000 reserve with respect to a promissory note received by the
Company in the sale of manufacturing assets in 2000.

                                       11
<page>
Income for the nine-month period ended September 29, 2001 for the Apparel
Segment was $8,911,000, which included $4,406,000 Acquired Business income,
compared to $4,659,000 for the same period last year, which included Acquired
Business income of $3,170,000 for the period after the Acquisition Date. Income
from operations of the Existing Business increased by $3,032,000. The
improvement for the Existing Business was principally due to the increase in
gross margin. The prior year's income from Apparel operations for the Existing
Business included a $1,711,000 gain on the sale of the Company's manufacturing
facilities. Operating income from the Investment Segment was $368,000 for the
nine-month period ended September 29, 2001, compared to $1,218,000, a decline of
$850,000. During the second quarter of 2000, the Investment Segment reported a
gain of approximately $735,000 from the sale of domestic real property. The
amount reported for 2001 includes an impairment charge of $250,000 on a European
investment, which was netted against other investment gains and losses.

Interest expense was $2,524,000 for the nine-month period ended September 29,
2001, compared to $2,023,000 for the same period last year, an increase of
$501,000. The increase is attributable to financing the purchase of the Acquired
Business and financing of real property purchases and renovations.

Interest income was $612,000 for the nine-month period ended September 29, 2001,
compared to $990,000 for the same period last year, a decline of $378,000. The
reduction resulted primarily from the use of cash in the purchase of the
Acquired Business.

The provision for income tax was $2,300,000 for the nine-month period ended
September 29, 2001, compared to $1,100,000 for the same period last year, an
increase of $1,200,000. The provision for income tax in 2000 included the income
tax on the gain in 2000 from the Company's sale of its manufacturing facilities
and a lower effective tax rate on income generated in Puerto Rico.

Three-Month Periods Ended September 29, 2001 and September 30, 2000
-------------------------------------------------------------------
Net sales for the three-month period ended September 29, 2001 were $101,617,000,
which included $36,926,000 of Acquired Business net sales, compared to
$81,839,000 for the same period last year, which included $22,878,000 of
Acquired Business net sales for the period after the Acquisition Date. The
Existing Business net sales increased $5,730,000. The 9.7% increase in the
Company's Existing Business resulted primarily from strong sales of cotton
product lines. For the three-month period of 2001, compared with the same period
of the prior year, aggregate unit volume of the Existing Business, primarily
women's sweaters, increased 22.7%. A shift in product mix to lower priced units
resulted in a 10.6% decrease in the average sales price for the Existing
Business.

Gross profit for the three-month period ended September 29, 2001 was $25,371,000
(25.0% of net sales), which included Acquired Business gross profit of
$7,998,000, compared to $15,522,000 (19% of net sales) for the same period last
year, which included $4,809,000 of Acquired Business gross profit for the period
after the Acquisition Date. The gross margin for the Existing Business was 26.4%
compared with 18.2% for the same period last year. The increase in gross margin
from the Company's Existing Business is attributed to discontinuing less
profitable product lines and the increase in unit volume of the women's
sweaters.

Selling, general and administrative expenses for the three-month periods ended
September 29, 2001 were $14,129,000, which included Acquired Business selling,
general and administrative expenses of $3,371,000, compared to $8,998,000 for
the same period last year, which included $1,639,000 of Acquired Business
selling, general and administrative expenses for the period after the
Acquisition Date. The increase consisted of increased selling, shipping and
related expenses caused by the increased sales volume of the Existing Business
and a $1,200,000 reserve with respect to a promissory note received by the
Company in the sale of manufacturing assets in 2000.

                                       12

<page>
Income for the three-month period ended September 29, 2001 for the Apparel
Segment was $12,129,000, which included $4,627,000 Acquired Business income,
compared to $7,604,000 for the same period last year, which included $3,170,000
Acquired Business income for the period after the Acquisition Date. Income
from Apparel operations for the Existing Business increased $3,170,000. The
improvement during the three-month period of 2001 was principally due to the
increase in gross margin as discussed above. Income from the Investment Segment
was $99,000 for the three-month period ended September 29, 2001, compared to
$66,000 for the same period last year, an increase of $33,000.

Interest expense was $1,285,000 for the three-month period ended September 29,
2001, compared to $1,119,000 for the same period last year, an increase of
$166,000. The increase is primarily attributable to financing the purchase of
the Acquired Business and financing of real properties.

The provision for income tax was $4,025,000 for the three-month period ended
September 29, 2001, compared to $950,000 for the same period last year, an
increase of $3,075,000. The provision for income tax in 2000 was based on a
lower effective tax rate due to income generated in Puerto Rico.

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 build-up in
inventories and accounts receivable (which historically reach their maximum
requirements in the third quarter), servicing long-term debt, funding capital
expenditures and making investments, through its investment subsidiary. The
primary sources to meet the liquidity and capital requirements include funds
generated from operations, revolving credit lines and long-term borrowing.

Net cash used in operating activities was $61,368,000 for the nine-month period
ended September 29, 2001, as compared to net cash used in operating activities
of $38,213,000 for the same period last year. The increase in cash used in
operating activities in the nine-month period ended September 29, 2001, as
compared to the prior year, principally resulted from the build up of inventory
and accounts receivable, including that of the Acquired Business, for shipments
in the third and fourth quarters. In addition, substantial cash was used to pay
down operating liabilities.

Net cash used in investing activities was $4,124,000 for the nine-month period
ended September 29, 2001, as compared to net cash used in investing of
$42,986,000 for the same period last year. During the nine-month period in
2000, the Company used $44,069,000 for the purchase of the Acquired Business and
received in cash $6,371,000 from the sale of property, plant and equipment. The
Company, through the Investment Segment invests in assets unrelated to the
Company's Apparel Segment. During the nine-month period ending September 29,
2001, the Investment Segment invested $6,634,000 compared to $6,486,000 for the
same period last year.

Net cash provided by financing activities was $55,625,000 for the nine-month
period ended September 29, 2001, as compared to net cash provided by financing
activities of $59,092,000 for the same period last year. Net borrowings under
the Company's lines of credit for the nine-month period ended September 29, 2001
was $55,729,000 as compared to $55,015,000, for the same period last year.
Proceeds from long-term debt for the nine-month period ended September 29, 2001
was $2,181,000, as compared to $6,101,000 for the same period last year. The
majority of the long-term debt, for both periods, resulted from the Investment
Segment financing real property purchases and renovations.

The Company's three-year credit agreement, which expires on September 5, 2003,
provides a $97,937,500 combined line of credit and letter of credit facility.
Advances under the line of credit are limited to the lesser of: (1) $97,937,500
less outstanding letters of credit; or (2) the sum of 85% of eligible accounts

                                       13

<page>
receivable, 50% of eligible inventory (subject to seasonal limits), 50% of
outstanding eligible letters of credit issued through this credit facility plus
a seasonal supplemental amount up to $24,000,000 from April 1, 2001 through
September 29, 2001.

Advances under the facility bear interest at the bank's prime rate, or at the
option of the Company, a fixed rate of LIBOR plus 2.25% for a fixed term. The
loan is collateralized, pari passu with the Senior Notes, by the trade accounts
receivable and inventories of the Company's Restricted Subsidiaries (defined as
Hampshire Designers and Item-Eyes), a pledge of the outstanding balance due from
the Company's factor and the Common Stock of all subsidiaries. The Company has
also pledged as collateral two insurance policies, a $5,000,000 policy on the
life of its Chairman and a $1,000,000 policy on the life of the Chief Executive
Officer of Item-Eyes, Inc. As of September 29, 2001, the Company had $55,310,000
of borrowings under the line of credit and outstanding letters of credit of
$9,824,000. As of September 29, 2001 approximately $31,000,000 was available
under the facility.

The Company also has available two credit facilities, which provide for
international letters of credit in the aggregate amount of $2,000,000. As of
September 29, 2001, the letters of credit outstanding against these two letter
of credit facilities totaled approximately $392,000. Additionally, the Company,
through its investment segment, Hampshire Investments, Limited, has a $1,000,000
line of credit, for use by this subsidiary. As of September 29, 2001, this line
of credit had an outstanding balance of $419,000.

The Company's other debt includes $2,100,000 of Subordinated Notes from the
acquisition of Item-Eyes and a $3,000,000 loan from Merchants National Bank.
Also, the Company, through its Non-Restricted Subsidiary, finances real property
investments through mortgages and construction loans. The Company's Chief
Executive Officer has guaranteed the Subordinated Notes and certain indebtedness
of Hampshire Investments.

The Senior Notes are collateralized pari passu with the Revolving Credit
Facility and have the same pledges and collateral as the Revolving Credit
Facility. The Senior Notes bear interest at 8% with the principal due in
semi-annual installments of $937,500.

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 financial performance covenants require, among other things, that the
Company maintain specified levels of consolidated net worth, not 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 at September 29, 2001.

The Agreements restrict the sale of assets, payments by the Company of cash
dividends to stockholders, prepayment of Subordinated Notes, the repurchase of
Company stock and investments in and loans to the Non-Restricted Subsidiary. The
Senior Note Agreement also requires that no short-term debt is outstanding 45
days during any 12-month period. The Company was in compliance with these
provisions at September 29, 2001.




                                       14

<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 increased
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 September 29,
2001. The impact of a 100 basis point increase in interest rates on the
Company's variable rate debt would be to increase interest expense for 2001 by
approximately $127,000 for the nine-month period and $112,000 for the
three-month period. The short-term debt of the Company has variable rates based
on the prime interest rate of the lending institution, or at the option of the
Company, a fixed rate based on LIBOR for a fixed term.

In purchasing apparel from foreign manufacturers, the Company uses letters of
credit that require the payment 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 insignificant to the Company's
financial statements. 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 currency. 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.








                                       15

<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 September 29, 2001.

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, 2000 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
         September 29, 2001.

                                       16

<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   November 12, 2001           /s/ Ludwig Kuttner
------------------------           --------------------------------------
                                   Ludwig Kuttner
                                   Chairman of the Board of Directors
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)


Date   November 12, 2001           /s/ William W. Hodge
------------------------           --------------------------------------
                                   William W. Hodge
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)



                                       17