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 June 28, 1997.
                                       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. 33-47577 


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

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

                              POST OFFICE BOX 2667
                             215 COMMERCE BOULEVARD
                         ANDERSON, SOUTH CAROLINA 29621 
   (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                                   August 4, 1997      
----------------------------                    ----------------------------
Common Stock, $.10 Par Value                              3,885,269

                                       1
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                               INDEX TO FORM 10-Q

                                 June 28, 1997


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

          Consolidated Balance Sheet as of June 28, 1997, 
          June 29, 1996 and December 31, 1996                             3
                
          Consolidated Statement of Operations for the three 
          months and six months ended June 28, 1997 and June 29, 1996     5

          Consolidated Statement of Cash Flows for the six months 
          ended June 28, 1997 and June 29, 1996                           6

          Notes to Consolidated Financial Statements                      7

Item 2 -  Management's Discussion and Analysis of Financial 
          Condition and Results of Operations                             9
                                                                
PART II - OTHER INFORMATION

Item 1 -  Legal Proceedings                                              12
     
Item 4 -  Submission of Matters to a Vote of Security Holders            12
        
Item 6 -  Exhibits and Reports on Form 8-K                               12

Signature Page                                                           13

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

Item 1. Financial Statements
                                
                            HAMPSHIRE GROUP, LIMITED
                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except share data)
                                     ASSETS
<CAPTION>

                                                June 28,    June 29,    Dec. 31,
                                                  1997        1996        1996
                                               ---------    --------    --------
                                              (unaudited) (unaudited)   

<S>                                              <C>         <C>         <C>
Current assets:
     Cash and cash equivalents .............     $   659     $   776     $20,385
     Marketable securities .................         560        --           303
     Accounts receivable trade - net .......      15,405      13,827      13,101
     Other receivables .....................         957         766         412
     Inventories ...........................      39,314      33,281      14,873
     Deferred tax asset ....................       1,631         409       1,631
     Other current assets ..................         344         512         401
                                                 -------     -------     -------
          Total current assets .............      58,870      49,571      51,106

Property, plant and equipment - net ........      13,622      13,968      13,596
Deferred tax asset .........................       3,640         962       3,640
Intangible assets - net ....................       3,009       4,073       3,161
Long-term investments ......................       2,323        --           200
Other assets ...............................         115         111         227
                                                 -------     -------     -------
                                                 $81,579     $68,685     $71,930
                                                 =======     =======     =======
    
<FN>
(The accompanying notes are an integral part of these financial statements.)
</FN>
</TABLE>

                                       3
<PAGE>
<TABLE>
                            HAMPSHIRE GROUP, LIMITED
                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except share data)
                    LIABILITIES, REDEEMABLE PREFERRED STOCK
                        AND COMMON STOCKHOLDERS' EQUITY

<CAPTION>
                                               June 28,    June 29,    Dec. 31,
                                                 1997        1996        1996
                                              ---------   ---------   ----------
                                             (unaudited) (unaudited)     
<S>                                            <C>         <C>        <C>
Current liabilities:
    Borrowings under lines of credit ......    $ 9,365     $ 8,385
    Current portion of long-term debt .....      2,579       2,399    $  2,618
    Notes payable to related parties ......        500         375         877
    Accounts payable ......................      6,906       4,862       3,722
    Accrued liabilities ...................      7,059       7,103       6,876
                                               -------     -------    --------
         Total current liabilities ........     26,409      23,124      14,093

Long-term debt ............................      5,370       7,423       6,643
Notes payable to related parties ..........        375       1,252         625
                                               -------     -------     -------
         Total liabilities ................     32,154      31,799      21,361
                                               -------     -------     -------
Redeemable, convertible preferred stock, 
  at redemption value......................      3,089       3,294       3,294
                                               -------     -------     -------
Common stockholders' equity:
    Common stock ..........................        392         387         389
    Additional paid-in capital ............     24,145      23,605      23,853
    Retained earnings .....................     22,481      10,183      23,111
    Treasury stock ........................       (682)       (583)        (78)
                                               -------     -------     -------
          Total common stockholders' equity     46,336      33,592      47,275
                                               -------     -------     -------
                                               $81,579     $68,685     $71,930
                                               =======     =======     =======

<FN>
 (The accompanying notes are an integral part of these financial statements.)
</FN>
</TABLE>

                                       4
<PAGE>
<TABLE>
                            HAMPSHIRE GROUP, LIMITED
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     (in thousands, except per share data)
                                                 
<CAPTION>
                                      Three months ended     Six months ended
                                     --------------------   -------------------
                                     June 28,    June 29,   June 28,   June 29,
                                       1997        1996       1997       1996 
                                       ----        ----       ----       ----
                                          (unaudited)           (unaudited)    
<S>                                  <C>         <C>        <C>         <C>
Net sales .......................... $21,466     $21,243    $45,077     $47,673
Cost of goods sold .................  17,092      17,495     36,012      39,047
                                     -------     -------    -------     -------
    Gross profit ...................   4,374       3,748      9,065       8,626
Commission revenue .................                 284                    325
                                     -------     -------    -------     -------
                                       4,374       4,032      9,065       8,951
Selling, general & administrative
    expenses .......................   4,629       4,405      9,412       9,586
                                     -------     -------    -------     -------
Loss from operations ...............    (255)       (373)      (347)       (635)
Other income (expense):
    Interest expense ...............    (210)       (243)      (432)       (522)
    Interest income ................     161          23        241         135
    Miscellaneous ..................      11         (14)       (80)        (19)
                                     -------     -------    -------     -------
Loss before income taxes ...........    (293)       (607)      (618)     (1,041)
Benefit (provision) for income taxes      58          10        122         (82)
                                     -------     -------    -------     -------
Net loss ...........................    (235)       (597)      (496)     (1,123)
Preferred dividend requirements ....     (42)        (45)       (86)        (93)
                                     -------     -------    -------     -------
Net loss applicable to common stock  $   277)   ($   642)  ($   582)    ($1,216)
                                     =======     =======    =======     =======

Net loss per common share ..........  ($0.07)     ($0.17)    ($0.15)     ($0.32)
                                       =====       =====      =====       =====
Weighted average number
     of shares outstanding .........   3,851       3,755      3,851       3,753
                                       =====       =====      =====       =====

<FN>
(The accompanying notes are an integral part of these financial statements.)
</FN>
</TABLE>

                                       5
<PAGE>
<TABLE>
                            HAMPSHIRE GROUP, LIMITED
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
<CAPTION>

                                                          Six months ended
                                                       ----------------------
                                                        June 28,      June 29,  
                                                          1997         1996 
                                                        -------       -------
                                                            (unaudited)
<S>                                                      <C>        <C>
Cash flows from operating activities: ................               
    Net loss .........................................   ($  496)   ($ 1,123)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
       Depreciation and amortization .................     1,870       1,915
       Gain on sale of assets ........................       --           (4)
       Net change in operating assets and liabilities:
            Marketable securities ....................      (257)        --   
            Receivables ..............................    (2,863)      2,892
            Inventories ..............................   (24,443)    (13,901)
            Other current assets .....................       175        (111)
            Accounts payable .........................     3,186         150
            Accrued liabilities ......................       144      (1,296)
            Other ....................................       --           50
                                                         -------     -------
       Net cash used in operating activities .........   (22,684)    (11,428)
                                                         -------     -------
Cash flows from investing activities:
    Long-term investment .............................    (2,123)
    Capital expenditures .............................    (1,802)     (2,359)
    Proceeds from sales of property and equipment ....        66          10
                                                         -------     -------
        Net cash used in investing activities ........    (3,859)     (2,349)
                                                         -------     -------
Cash flows from financing activities:
    Net borrowings under lines of credit .............     9,365       8,385
    Repayment of long-term debt ......................    (1,313)     (1,395)
    Repayment of related party debt ..................      (627)     (2,123)
    Treasury stock purchased .........................      (654)       (583)
    Proceeds from issuance of common stock ...........        90         636
    Redemption of preferred stock ....................       --         (308)
    Payment of preferred stock dividends .............       (44)        (93)
                                                         -------     -------
        Net cash provided by financing activities ....     6,817       4,519
                                                         -------     -------
Net decrease in cash and cash equivalents ............   (19,726)     (9,258)
Cash and cash equivalents at beginning of period .....    20,385      10,034
                                                         -------     -------
Cash and cash equivalents at end of period ...........   $   659     $   776
                                                         =======     =======
<FN>
(The accompanying notes are an integral part of these financial statements.)
</FN>
</TABLE>
                                       6
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation.

In the opinion of the management of the Company, the unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods presented. The results of operations for interim periods are not
necessarily indicative of the results that may be expected for a full year due
to the seasonality of the business. These interim consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto for the year ended December 31, 1996, included in
the Company's Annual Report on Form 10-K.

Net loss per share is computed by dividing net loss by the weighted average
number of common and dilutive common equivalent shares outstanding during the
period. Conversion of the convertible preferred stock into common stock has not
been assumed because inclusion would be antidilutive.

Certain accounts previously reported have been reclassified to conform to
classifications used in 1997.

INVENTORIES

A summary of inventories by component is as follows:

                                         (in thousands)              
                              June 28,      June 29,     Dec. 31,   
                                1997          1996        1996 
                              -------       -------      -------
Finished goods ...........    $27,815       $23,461      $ 8,767
Work-in-progress .........     10,976         8,751        6,063
Raw materials and supplies      5,239         5,428        4,176
                              -------       -------      -------
                               44,030        37,640       19,006
 Less-LIFO reserve .......     (4,716)       (4,359)      (4,133)
                              -------       -------      -------
    Net inventories ......    $39,314       $33,281      $14,873
                              =======       =======      =======



                                       7
<PAGE>

REVOLVING CREDIT FACILITY 

The Company has renewed its principal credit facility through May 31, 1998.
The credit facility consists of a $20 million line of credit and an $8 million
letter of credit facility, not to exceed $25 million in the aggregate. Advances
under the line of credit are limited to the lesser of: (l) the amount available
set forth above; or (2) the sum of (i) 85% of the eligible accounts receivable
and (ii) a seasonal adjustment of $6 million during the period from March 1 to
October 31.

Loans under the facility bear interest at the bank's prime rate or, at the
option of the Company, a fixed rate for a fixed term. The loans are secured by
the trade accounts receivable of Hampshire Designers and are guaranteed by
Hampshire Group, Limited. Letters of credit issued under the facility are
secured by the inventory shipped pursuant to the letters of credit.

The Company also has two other credit facilities of $5 million in the
aggregate and an additional letter of credit facility in the amount of $3
million.

STOCK OPTIONS

In May 1997, pursuant to the Hampshire Group, Limited 1992 Stock Option
Plan, the Company granted to certain key employees options to acquire 50,000
shares of the Company's common stock at a price of $14.50 per share, including
the Chief Executive Officer who received non-qualified options to acquire 5,000
shares. The option price was equal to the fair market value as of the date of
the grant.

CAPITALIZATION

As of July 1, 1997, the Company purchased from a former director, for $1
million ($7.534 per share), warrants to purchase 132,728 shares of the Company's
common stock with an exercise price of $6.19 per share. The Board of Directors
has also authorized the Company to purchase from time to time in the open market
up to 100,000 shares of its common stock. The Company intends to use 50,000 of
such shares for employee benefit programs.



 

                                      8
<PAGE>
<TABLE>

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

BUSINESS SEGMENT DATA

Set forth below are the Company's results of operations by business segment
for the periods presented:
<CAPTION>

                                          (in thousands)          
                            Three months ended     Six months ended
                            -------------------   -------------------   
                            June 28,   June 29,   June 28,    June 29,  
                             1997        1996       1997       1996 
                            -------    -------    -------     -------
<S>                         <C>        <C>        <C>        <C>
Net sales:
    Sweaters ............   $16,055    $13,696    $34,936    $34,431
    Hosiery .............     5,411      7,547     10,141     13,242
                            -------    -------    -------    -------
                            $21,466    $21,243    $45,077    $47,673
                            =======    =======    =======    =======
Gross profit:
    Sweaters ............   $ 3,528    $ 2,480    $ 7,772    $ 6,467
    Hosiery .............       846      1,268      1,293      2,159
                            -------    -------    -------    -------
                            $ 4,374    $ 3,748    $ 9,065    $ 8,626
                            =======    =======    =======    =======
Operating profit (loss):
    Sweaters ............   $   289    ($  293)   $   991    ($  202)
    Hosiery .............        34        342       (296)       389
                            -------    -------    -------    -------
                                323         49        695        187
Less - Corporate expenses      (578)      (422)    (1,042)      (822)
                            -------    -------    -------    -------
Loss from operations ....   ($  255)   ($  373)   ($  347)   ($  635)
                            =======    =======    =======    =======
</TABLE>






                                       9
<PAGE>
RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996

The Company's net sales for the first six months of 1997 decreased 5.4% to
$45,077,000. The decrease, in the six-month period, was primarily the result of
a 23.4% reduction in the net sales of the hosiery segment, which resulted
primarily from the loss of a major customer.

Net sales in the sweater segment increased 1.5% over the same period the
previous year due primarily to the increase in sales of the imported products
sold under the Designers Original Studio and Designers Originals Sport labels.
The net sales in 1996 reflected close-out sales of women's products and
close-out sales associated with the consolidation of two men's manufacturing
facilities. Unit volume was up 4.0% over the prior year but a corresponding
shift in product mix to lower price goods resulted in a 2.4% decrease over the
same period for the previous year.

The net sales decrease in the hosiery segment for the six months consisted
of a 16.3% reduction in unit volume and a 7.1% reduction in net sales resulting
from a shift to lower-priced products. The performance of the hosiery segment
reflected the over-capacity and the corresponding price pressures which have
resulted in the hosiery industry.

Gross profit, as a percentage of net sales, increased by 2.0% due to the
strong margins achieved in the sweater segment. In absolute dollars, gross
profit increased $439,000 to $9,065,000.

Gross profit of the sweater segment increased 20.2% to $7,772,000 on the
strength of the improvement in the men's sweater business and the absence of the
expense associated with the consolidation of the  manufacturing facilities.  
As a percentage of net sales, gross profit increased from 18.8% to 22.2% for 
the six months.

Gross profit of the hosiery segment for the six months decreased in both
absolute dollars and as a percentage of net sales to 12.8% from 16.3% for the
same period of the previous year. The hosiery segment continues to be impacted
by the pricing pressures resulting from the over-capacity within the industry.

THREE MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996

The Company's net sales for the quarter ending June 28, 1997 were
$21,466,000 representing a 1.0% increase over the prior year. This increase was
the result of an $2,359,000 increase in sales in the sweater segment offset by a
$2,136,000 decrease in the hosiery segment.

The sweater segment's 17.2% increase was the result of a 21.6% increase in
unit volume offset by a 4.4% decrease in sale dollars due to a shift in product
mix to lower priced goods. The increase in unit volume occurred across all
product lines with the majority occurring in the ladies, traditional business
and the imported, branded business. The decrease in average selling price was
the result of a shift to lower priced products in the import products sold under
the Designers Originals Sport and Designers Original Studio labels.

In the hosiery segment, the decrease in sales was attributable to the loss
of a major customer resulting from their decision to reduce the number of
vendors. The loss of the customer resulted in reducing net sales by $2,136,000
to $5,411,000 with a corresponding decrease in both unit volume and
price/product mix of 23.3% and 5.0% respectively.

Gross profit for the quarter increased as a percentage of net sales from
17.6% to 20.4% with the increase attributable to the sweater segment offset by
the decrease in the hosiery segment.

                                       10
<PAGE>
The sweater segments gross profit increased in absolute dollars by
$1,048,000 and as a percentage of net sales from 18.1% to 22.0%. This increase
was primarily attributable to the increase in the men's sweater business.

In the hosiery segment, competitive price pressures within the industry and
the loss of a major customer contributed to the decline in gross margin as a
percentage of net sales from 16.8% to 15.6%.

SEASONALITY

Approximately two-thirds of sweater sales occur in the second half of the
year. The hosiery segment sales are not highly seasonal.

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 reach their maximum requirements in
the third quarter), servicing long-term debt, funding capital expenditures for
machinery and equipment and investing, in 1997, approximately $5 million in
assets not used in the business of the Company. The primary sources to meet the
liquidity and capital requirements include funds generated from operations,
revolving credit lines and long-term equipment financing.

Net cash used in operations for the six months ended June 28, 1997 totaled
$22,684,000 of which the primary use was to produce inventory for shipments
later in the year.

Capital expenditures for 1997 are currently planned to be approximately
$3,000,000, of which $1,802,000 has been expended through June 28, 1997. The
planned expenditures are primarily for manufacturing equipment and facility
improvements.

The net cash provided by financing activities for the six months ended June
28, 1997 was $6,817,000. Besides funding the working capital needs, the
principal use was the repayment of debt of $1,940,000. Other uses were the
purchase of investments of $2,380,000 and the purchase of common stock in the
amount of $654,000 for funding of employee benefit programs and redemption of
preferred stock.

The Company renewed its principal credit facility which will extend through
May 31, 1998. The credit facility consists of a $20 million line of credit and
an $8 million letter of credit facility, not to exceed $25 million in the
aggregate. The Company also has two other credit facilities of $5 million in the
aggregate. The Company had letters of credit outstanding at June 28, 1997 in the
aggregate amount of $9,849,000.

The Company believes its cash flow from operations and borrowings under its
credit lines will provide adequate resources to meet its operational needs and
capital requirements for the foreseeable future.

                                       11
<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 or results of operations.

Item 2 and 3 are not applicable and have been omitted.

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

At the Annual Meeting of Stockholders held on May 7, 1997, pursuant to the
Notice of Annual Meeting of Stockholders and Proxy Statement dated April 7,
1997:

     1)   Each of the five nominees standing for re-election (Ludwig Kuttner, 
          Herbert Elish, Harvey L. Sperry, Eugene Warsaw and Peter W. Woodworth)
          were elected as Directors of the Company. Messrs. Kuttner, Elish, 
          Warsaw, and Woodworth each had 3,097,665 votes FOR, 0 votes AGAINST 
          and 0 votes WITHHELD; Mr. Sperry had 3,096,798 votes FOR, 867 votes 
          AGAINST and 0 votes WITHHELD.

     2)   The ratification of the appointment of Price Waterhouse LLP as 
          independent public accountants for the Company for the year ending 
          December 31, 1997 was approved 3,096,798 votes FOR, 0 votes AGAINST, 
          and 0 votes ABSTAINED.

Item 5 is not applicable and has been omitted.

Item 6 - Exhibits and Reports on Form 8-K
         
    a)  Exhibits

        Exhibit No.                      Description
        -----------     ---------------------------------------------------
        (10)(D)         Hampshire Group, Limited Voluntary Deferred Compensation
                        Plan for Directors and Executives effective January 1,
                        1997    
        (10)(H)(11)     Amendment Number Two to Fourth Amended and Restated Loan
                        Agreement between Hampshire Designers, Inc., The Chase 
                        Manhattan Bank and Fleet Bank (formally NatWest Bank 
                        N.A.) dated June 1, 1997   
        (10)(S)(1)      Revolving Line of Credit Agreement between Hampshire 
                        Group Limited and Merchants National Bank 
                        dated March 24, 1997      
        (11)            Statement Re Computation of Loss Per Share      
        (27)            Financial Data Schedule          

    b)  Reports on Form 8-K filed during the quarter.

There were no reports filed by the Company on Form 8-K during the quarter ended 
June 28, 1997.

                                       12
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     HAMPSHIRE GROUP, LIMITED
                                     (Registrant)
                







Date:      August 11, 1997            /s/ Ludwig Kuttner
      -----------------------------  ------------------------------     
                                     Ludwig Kuttner
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)






Date:       August 11, 1997           /s/ Charles W. Clayton
     -----------------------------   ------------------------------
                                     Charles W. Clayton   
                                     Vice President, Secretary, Treasurer and 
                                     Chief Financial Officer
                                     (Principal Financial and Accounting 
                                        Officer)
                                          
                       





                                     13
<PAGE>