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 October 1, 2005.
                                    or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934.
    For the transition period from ________ to ________.


                          Commission File No. 000-20201


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


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


                             215 COMMERCE BOULEVARD
                         ANDERSON, SOUTH CAROLINA 29625
    ------------------------------------------------------------------------
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)


        (Registrant's Telephone Number, Including Area Code) 864-225-6232

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

    Title of Each Class                   Number of Shares Outstanding
      of Securities                          as of  November 4, 2005
-----------------------------             ----------------------------
Common Stock, $0.10 Par Value                      8,102,005
<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
       October 1, 2005, October 2, 2004 and December 31, 2004             3

       Unaudited Condensed Consolidated Statements of Income for
       the Nine Months and Three Months Ended October 1, 2005 and
       October 2, 2004                                                    4

       Unaudited Condensed Consolidated Statements of Cash Flows
       for the Nine Months Ended October 1, 2005 and October 2, 2004      5

       Notes to Unaudited Condensed Consolidated Financial Statements     6

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

Item 3 Quantitative and Qualitative Disclosures About Market Risk        17

Item 4 Controls and Procedures                                           17


PART II - OTHER INFORMATION

Item 1 Legal Proceedings                                                 18

Item 2 Unregistered Sale of Equity Securities
       and Use of Proceeds                                               18

Item 6 Exhibits                                                          18

Signatures                                                               19

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act         20

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act          22

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

Item 1 - Financial Statements

                            HAMPSHIRE GROUP, LIMITED
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<CAPTION>
                                                Oct. 1,     Oct. 2,    Dec. 31,
                                                 2005        2004       2004*
ASSETS                                        ---------------------------------
<S>                                           <C>          <C>        <C>
Current assets:
  Cash and cash equivalents                   $  5,498     $    94    $ 31,214
  Short-term investments                           -           -        49,440
  Accounts receivable trade - net               87,647      87,022      31,776
  Accounts receivable - other                      308       1,001       1,292
  Inventories                                   48,327      45,086      10,393
  Other current assets                           7,090       6,451       5,857
                                              --------------------------------
    Total current assets                       148,870     139,654     129,972

Fixed assets - net                               1,951       1,520       1,318
Goodwill                                         8,020       8,020       8,020
Other assets                                     3,169       2,777       1,470
                                              --------------------------------
                                              $162,010    $151,971    $140,780
                                              ================================
LIABILITIES
Current liabilities:
  Current portion of long-term debt           $  4,721    $  1,915    $  1,901
  Borrowings under line of credit                  -         1,700         -
  Accounts payable                              22,389      27,870       8,156
  Accrued expenses and other liabilities        19,314      17,549      19,141
                                              --------------------------------
    Total current liabilities                   46,424      49,034      29,198

Notes payable - less current portion                86       4,687       3,750
Deferred compensation                            4,038       2,723       2,940
                                              --------------------------------
    Total liabilities                           50,548      56,444      35,888
                                              --------------------------------

STOCKHOLDERS' EQUITY
Common Stock, $0.10 par value; issued
  8,243,784, 4,761,911 and 4,761,911; and
  outstanding 8,116,609, 4,074,615 and
  4,100,570                                        824         476         476
Additional paid-in capital                      34,069      32,900      33,682
Retained earnings                               79,041      85,439      93,114
Treasury stock                                  (2,472)    (23,288)    (22,380)
                                              --------------------------------
     Total stockholders' equity                111,462      95,527     104,892
                                              --------------------------------
                                              $162,010    $151,971    $140,780
                                              ================================
<FN>
 * Derived from the December 31, 2004 audited consolidated balance sheet.

             (The accompanying notes are an integral part of these
                        unaudited financial statements.)
</FN>
</TABLE>
                                      -3-
<PAGE>
<TABLE>
                           HAMPSHIRE GROUP, LIMITED
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
<CAPTION>
                                       Nine Months Ended     Three Months Ended
                                      -------------------- --------------------
                                       Oct. 1,    Oct. 2,    Oct. 1,    Oct. 2,
                                        2005        2004      2005       2004
                                      -------------------- --------------------
<S>                                   <C>        <C>        <C>       <C>
Net sales                             $220,305   $196,753   $123,592  $116,104
Cost of goods sold                     167,433    147,402     93,659    86,771
                                      -------------------- --------------------
  Gross profit                          52,872     49,351     29,933    29,333

Selling, general and
  administrative expenses               43,403     40,441     18,031    17,618
                                      -------------------- --------------------
Income from operations                   9,469      8,910     11,902    11,715

Other income (expense):
  Interest expense                        (365)      (496)      (106)     (169)
  Interest income                        1,102        634        153       119
  Non-recurring income                   4,622        -          -         -
  Other                                     81         20         53       -
                                      -------------------- --------------------
Income before income taxes              14,909      9,068     12,002    11,665
Provision for income taxes               6,250      3,675      5,075     4,725
                                      -------------------- --------------------
  Net income                          $  8,659   $  5,393   $  6,927  $  6,940
                                      ==================== ====================

Net income per share *     Basic         $1.06      $0.66      $0.85     $0.85
                                      ==================== ====================
                           Diluted       $1.05      $0.65      $0.85     $0.84
                                      ==================== ====================
Weighted average number
  of shares outstanding *  Basic         8,180      8,142      8,155     8,118
                                      ==================== ====================
                                         8,216      8,254      8,186     8,218
                           Diluted    ==================== ====================
<FN>
(*) Weighted average number of shares outstanding and net income
    per share have been adjusted for the two-for-one stock split
    effective June 28, 2005.

        (The accompanying notes are an integral part of these unaudited
                             financial statements.)
</FN>
</TABLE>
                                      -4-
<PAGE>
<TABLE>
                            HAMPSHIRE GROUP, LIMITED
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>
                                                                   Nine Months Ended
                                                               -----------------------
                                                                  Oct. 1,    Oct. 2,
                                                                   2005       2004
                                                               -----------------------
<S>                                                            <C>          <C>
Cash flows from operating activities:
  Net income                                                   $  8,659     $  5,393
  Adjustments to reconcile income from operations
    to net cash provided by (used in) operating activities:
    Depreciation                                                    693          598
    Net deferred compensation expenses for executives             1,041          574
    Net change in operating assets and liabilities:
      Receivables                                               (54,887)     (59,377)
      Inventories                                               (37,934)     (23,037)
      Other assets                                                  701       (1,753)
      Accounts payable, accrued expenses and other liabilities   12,956       14,639
                                                               ----------------------
      Net cash used in operating activities                     (68,771)     (62,963)
                                                               ----------------------
Cash flows from investing activities:
  Sales of short-term investments                                76,867        5,010
  Purchase of short-term investments                            (27,427)         -
  Capital expenditures - net                                     (1,185)        (451)
  Purchase of securities in deferred compensation fund           (1,796)         -
                                                               ----------------------
    Net cash provided by investing activities                    46,459        4,559
                                                               ----------------------
Cash flows from financing activities:
  Net borrowings under line of credit                               -          1,700
  Proceeds from issuance of treasury stock                          439          542
  Repayment of long-term debt                                      (985)        (981)
  Purchase of treasury stock                                     (2,858)      (1,045)
                                                               ----------------------
    Net cash (used in) provided by financing activities          (3,404)         216
                                                               ----------------------
Net decrease in cash and cash equivalents                       (25,716)     (58,188)
Cash and cash equivalents - beginning of period                  31,214       58,282
                                                               ----------------------
Cash and cash equivalents - end of period                       $ 5,498      $    94
                                                               ======================

Supplementary disclosure of cash flow information: Cash paid during the period
for:
  Income taxes                                                   $6,970       $3,395
  Interest                                                          236          320
Non-cash activity:
  Treasury stock from options exercised                             384          -
  Tax benefit relating to Common Stock Plans                        331          215
  Fixed assets acquired through long-term debt                      141          -
<FN>
(The accompanying notes are an integral part of these unaudited financial statements.)
</FN>
</TABLE>
                                      -5-
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

The condensed  consolidated  financial  statements are unaudited and include the
accounts of Hampshire  Group,  Limited and its  wholly-owned  subsidiaries  (the
"Company").  All significant  intercompany  accounts and transactions  have been
eliminated in  consolidation.  These financial  statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and the  instructions of Regulation
S-X.  Accordingly,  these  financial  statements  do  not  include  all  of  the
information  and  footnotes  required  by  such  generally  accepted  accounting
principles for complete financial statements.

In the  opinion  of the  management  of the  Company,  the  unaudited  condensed
consolidated  financial  statements contain all adjustments,  consisting only of
normal recurring  adjustments,  considered necessary for a fair statement of the
results  of  operations  for the  interim  periods  presented  with no  material
retroactive adjustments.

The results of operations for interim  periods are not indicative of the results
that may be expected  for a full year due to the  seasonality  of the  business.
These interim  unaudited  consolidated  financial  statements  should be read in
conjunction with the audited consolidated financial statements and notes thereto
for the year ended December 31, 2004, included in the Company's Annual Report on
Form 10-K.

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

Note 2 - Summary of Critical and Other Significant Accounting Policies

The preparation of financial  statements  requires  management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues,
and expenses and related disclosure of contingent assets and liabilities.  On an
ongoing basis  management  evaluates its estimates,  including  those related to
allowances for markdowns,  customer returns and adjustments,  doubtful accounts,
inventory  reserves and income taxes payable.  Management bases its estimates on
historical  experience and on various other assumptions that management believes
to be reasonable under the circumstances,  the results of which form a basis for
making judgments about the carrying value of assets and liabilities that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates  under  different  assumptions  or  conditions;   however,  management
believes that its estimates,  including those for the above described items, are
reasonable  and that the actual  results  will not vary  significantly  from the
estimated amounts.

The  following  critical  accounting  policies  relate  to the more  significant
judgments and estimates used in the  preparation of the  consolidated  financial
statements:

Allowances for Customer Returns and Adjustments. The Company reserves allowances
for customer returns, trade discounts, co-op advertising, customer chargebacks,
and for sales and markdown allowances given to customers normally at the end of
the selling seasons. The estimates for these allowances and discounts are based
on a number of factors, including: (a) historical experience, (b) industry
trends, and (c) specific agreements or negotiated amounts with customers.

                                      -6-
<PAGE>
Further, while the Company believes that it has negotiated all substantial sales
and markdown  allowances with its customers for the season  recently  completed,
additional  allowances are anticipated and have been provided for and others may
be  requested by  customers  for the  concluded  seasons.  Likewise,  should the
financial  condition of the  Company's  customers or other  parties  improve and
result in payments or favorable  settlements of previously reserved amounts, the
Company may reduce its recorded allowances.

Reserves for Doubtful Accounts of Customers.  The Company maintains reserves for
doubtful  accounts of its customers.  The estimates for these reserves are based
on aging of the trade accounts receivable and specific  information  obtained by
the  Company  on the  financial  condition  and  current  credit  worthiness  of
customers.  The  Company  does not  normally  require  collateral  for its trade
receivables.  The accounts of certain  high-risk  customers  are  factored  with
financial  institutions or the Company  purchases credit insurance for a portion
of such accounts.  If the financial condition of the Company's customers were to
deteriorate  and impair the ability of the  customers to make  payments on their
accounts,  the Company may be required to increase its  allowances  by recording
additional reserves for doubtful accounts.

Inventory  Reserves.  The  Company  analyzes  out-of-season  merchandise  on  an
individual  SKU basis to determine  the amount of reserves,  if any, that may be
required to reduce the carrying value to net realizable value. Additionally, the
Company provides reserves for current season merchandise whose carrying value is
expected,  based on historical  experience,  to exceed its net realizable value.
Factors  considered in evaluating the requirement  for reserves  include product
styling,  color,  current  fashion  trends and  quantities on hand.  Some of the
Company's  products are  "classics"  and remain  saleable from one season to the
next and  therefore no reserves are  generally  required on these  products.  An
estimate  is made of the market  value,  less  expense  to dispose  and a normal
profit margin,  of products  whose value is determined to be impaired.  If these
products are ultimately sold at less than estimated amounts, additional reserves
may be required.  Likewise,  if these  products are sold for more than estimated
amounts, reserves may be reduced.

Also, the following accounting policies  significantly affect the preparation of
the consolidated financial statements:

Principles of Consolidation.  The consolidated  financial statements include the
accounts of the Company and its  subsidiaries,  including  Hampshire  Designers,
Item-Eyes  and Keynote  Services.  All  significant  inter-company  accounts and
transactions have been eliminated in consolidation.

Cash  Equivalents.  Cash equivalents  consist of highly liquid  investments with
initial maturities of ninety days or less. A significant amount of the Company's
cash and cash  equivalents are on deposit in financial  institutions  and exceed
the maximum insurable deposit limits.

Short-Term  Investments.  Short-term  investments consist primarily of AAA rated
auction bonds which  normally have a 35-day  liquidity.  These  investments  are
classified as "available for sale".

Inventories.  Inventories  are  stated at the lower of cost or  market.  Cost is
determined using the first-in, first-out method ("FIFO") for all inventory.

Fixed  Assets.  Fixed  assets are  recorded at cost.  The Company  provides  for
depreciation  using the straight-line  method over the estimated useful lives of
the assets.  Additions and major  replacements or improvements  are capitalized,
while  minor  replacements  and  maintenance  costs are  charged  to  expense as
incurred.  The cost and  accumulated  depreciation of assets sold or retired are
removed  from the  accounts  and any gain or loss is  included in the results of
operations for the period of the transaction.

                                      -7-
<PAGE>
Impairment of Long-Lived Assets. The Company evaluates the carrying value of its
long-lived  assets  based on  criteria  set  forth  in  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  and records  impairment  losses on such assets
when  indicators  of  impairment  are  present  and the  undiscounted  cash flow
estimates to be  generated  by those  assets are less than the assets'  carrying
amount. Management has evaluated the carrying value of its long-lived assets and
has determined that no impairment existed as of October 1, 2005.

Goodwill.  Goodwill  represents  the excess of cost over net assets  acquired in
connection with the acquisition of certain  businesses.  In accordance with SFAS
No. 142,  "Goodwill  and Other  Intangible  Assets" are not  amortized.  Rather,
goodwill is reviewed for  impairment  during the fourth  quarter of each year or
more  often  should  impairment  indicators  exist.  There has been no  goodwill
impairment recorded since adoption of SFAS No. 142.

Financial Instruments.  The Company's financial instruments primarily consist of
cash and cash equivalents, short-term investments, accounts receivable, accounts
payable and long-term  debt. The carrying  amounts of the financial  instruments
are considered a reasonable estimate of their fair value at October 1, 2005, due
to the short-term nature of the items.

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

Advertising  Costs.  Advertising costs are expensed as incurred and are included
in selling, general and administrative expenses.

Shipping Costs. Costs to ship products to customers are expensed as incurred and
are included in selling, general and administrative expenses.

Income  Taxes.  Income taxes are  recognized  for financial  reporting  purposes
during the period in which  transactions enter into the determination of income,
with deferred taxes being provided for temporary  differences  between the basis
for  financial  reporting  purposes  and the  basis  for  income  tax  reporting
purposes.

Earnings  Per Common  Share.  Basic  earnings  per common  share are computed by
dividing net income by the weighted-average number of shares outstanding for the
period. Diluted earnings per common share are computed similarly; however, it is
adjusted for the effects of the assumed  exercise of the  Company's  outstanding
stock options.

Note 3 - Inventories

A summary of inventories by component is as follows:

                                  Oct. 1,    Oct. 2,     Dec. 31,
(In thousands)                      2005      2004         2004
-----------------------------------------------------------------
Finished goods                   $48,315     $44,785     $10,212
Work-in-progress                     -            12          43
Raw materials and supplies            12         289         138
                                 --------------------------------
Total                            $48,327     $45,086     $10,393
                                 ================================

                                      -8-
<PAGE>
Note 4 - Revolving Credit Facility

The  Company has a  Revolving  Credit  Agreement  ("Credit  Facility")  with six
participating  commercial  banks,  with  HSBC  Bank  USA as  agent.  The  Credit
Facility, which matures on April 30, 2007, provides for secured borrowings up to
$100  million in  revolving  line of credit  borrowings  and  letters of credit.
Advances under the line of credit are limited to the lesser of: (1) $100 million
less outstanding  letters of credit;  or (2) the sum of 85% of eligible accounts
receivable,  50% of eligible  inventory  (subject to  seasonal  limits),  50% of
outstanding  eligible  letters of credit issued pursuant to the Credit Facility,
and cash on deposit in a pledged account, if any.

Advances under the Credit Facility bear interest at either the bank's prime rate
less 0.25% or, at the option of the  Company,  a fixed rate of LIBOR plus 1.80%,
for a fixed  term.  The loan is  collateralized,  pari passu with the  Company's
Senior Notes ("Senior  Notes"),  principally  by the trade accounts  receivable,
inventory,  cash on deposit in a pledged  account,  if any,  and a pledge of the
common  stock of the  subsidiaries.  At  October  1, 2005,  the  Company  had no
outstanding  borrowings and $30.9 million  outstanding  under letters of credit,
which includes $4.2 million related to finished goods  in-transit that have been
included in accounts  payable in the  accompanying  balance sheet. At October 1,
2005,  the Company had  availability  under the  Revolving  Credit  Facility for
borrowing of approximately $69.1 million.

Both the Credit Agreement and the Senior Notes contain  financial  covenants and
covenants  that  restrict  certain  payments  by  the  Company.   The  financial
performance  covenants  require,  among other things,  that the Company maintain
specified   levels  of  consolidated  net  worth,  not  to  exceed  a  specified
consolidated  leverage ratio,  achieve a specified fixed charge ratio and limits
capital expenditures and restricted payments to a specified maximum amount.

Both the Credit  Agreement  and the Senior Notes  contain an aggregate  limit of
$1,500,000 on the  repurchase of the  Company's  common stock.  As of October l,
2005, the Company had repurchased a net amount of $2,516,000 of its common stock
and had made  commitments to repurchase an additional  amount of $351,000.  Upon
request of the Company, the banks' party to the Credit Agreement have provided a
waiver of the  default  and have  amended  the  Credit  Agreement  to permit the
Company to repurchase an aggregated $10,000,000 of its common stock. The holders
of the Senior Notes have not waived the default.  In the absence of such waiver,
the Company has elected to prepay the  remaining  balance of  $4,687,500  Senior
Notes  outstanding,  which  amount  will be subject to a  prepayment  penalty of
approximately  $160,000.  Since the Company  will be making full  payment of the
outstanding  balnace of the Senior Notes on November 14, 2005, the total balance
outstanding has been  classified as a current  liability in the balance sheet as
of October 1, 2005.

Note 5 - Non-Recurring  Income From Recovery of Improper Payments

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

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

The Company considered  pursuing legal remedies against the former employees but
reached a settlement prior to the  commencement of proceedings.  Pursuant to the
settlement,  the  Company  received  $4,622,000  net  of  expenses  incurred  in
connection with the investigation  and settlement of the matter.  The settlement
has been included as  "non-recurring  income" in the  consolidated  statement of
income for the nine months ended October 1, 2005,  due to the unusual  nature of

                                      -9-
<PAGE>
the item. In addition,  the Company  recouped  from one of the former  employees
$1,391,000 relating to an employment contract termination settlement recorded in
the fourth quarter of 2004.

Note 6 - Earnings Per Share

Set  forth in the  table  below  is a  reconciliation  by year of the  numerator
(income)  and the  denominator  (shares) of the basic and diluted  earnings  per
share ("EPS") computations.
<TABLE>
                                                 Nine Months Ended             Nine Months Ended
                                                  October 1, 2005               October 2, 2004
                                        ------------------------------- --------------------------------
<CAPTION>
(In thousands, except per share data)   Numerator Denominator Per Share  Numerator Denominator Per Share
                                         Income     Shares      Amount    Income    Shares *     Amount
                                        ------------------------------- --------------------------------
<S>                                      <C>         <C>        <C>       <C>         <C>        <C>
Basic EPS:
Net income                               $8,659      8,180      $1.06     $5,393      8,142      $0.66
Effect of dilutive securities-options       -           36      (0.01)       -          112      (0.01)
                                        ------------------------------- --------------------------------
Diluted EPS:
Net income                               $8,659      8,216      $1.05     $5,393      8,254      $0.65
                                        =============================== ================================
--------------------------------------------------------------------------------------------------------
                                                 Three Months Ended             Three Months Ended
                                                  October 1, 2005                October 2, 2004
                                        ------------------------------- --------------------------------
(In thousands, except per share data)   Numerator Denominator Per Share  Numerator Denominator Per Share
                                         Income     Shares      Amount    Income    Shares *     Amount
                                        ------------------------------- --------------------------------
Basic EPS:
Net income                               $6,927      8,155      $0.85     $6,940      8,118      $0.85
Effect of dilutive securities-options       -           31        -          -          100      (0.01)
                                        ------------------------------- --------------------------------
Diluted EPS:
Net income                               $6,927      8,186      $0.85     $6,940      8,218      $0.84
                                        =============================== ================================
<FN>
*Adjusted for the two-for-one stock split effective June 28, 2005.
</FN>
</TABLE>

Note 7 - Stock Split and Buyback

On March 17, 2005, the Board of Directors of the Company  approved a two-for-one
stock split of issued  common  stock  payable June 28, 2005 to  stockholders  of
record at the close of  business  as on May 31,  2005.  As a result of the stock
split,  stockholders of record received one additional share of common stock for
each share of common stock held on the record date.  The stock split resulted in
the distribution of 4,121,892  additional shares of common stock, which included
640,082 shares used from the Company's  treasury stock account.  Upon completion
of the stock split, the number of issued shares of common stock was 8,243,784 of
which 83,400  shares were held as treasury  stock.  The number of shares and per
share data for all  periods  presented  have been  adjusted to reflect the stock
split.

                                      -10-
<PAGE>
On March 17,  2005,  the Board of  Directors  of the Company  also  approved the
repurchase of up to 400,000  shares  (post-split)  of the Company's  outstanding
common stock. The repurchase will be conducted  through open market or privately
negotiated transactions over an indefinite period.

Note 8 - Contingencies

The Company is, from time to time,  involved  in  litigation  incidental  to the
conduct  of  its  business.   Management  believes  that  no  currently  pending
litigation  to which it is a party  will have a material  adverse  effect on the
Company's consolidated financial condition or results of operations.

During the fourth  quarter of 2002,  the Company was advised that certain of its
suppliers would not be able to deliver finished product as agreed. In connection
with  this  situation,  the  Company  established  a  reserve  in the  amount of
$7,540,000  for costs of  inventory  purchases  arising  from these  events.  At
October 1, 2005, these matters remain unresolved.

Note 9 - Subsequent Event

On October  3, 2005,  the  Company,  through  its  wholly  owned  subsidiary  SB
Corporation,  consummated the  acquisition of the David Brooks(R)  business from
the Kellwood Company.  The assets  purchased,  consisting of inventory and trade
name,  were  acquired for  $2,460,000  in cash.  Under the terms of the purchase
agreement,  the Company will make  additional  payments to the Kellwood  Company
through 2008 based on the net sales of products bearing the name David Brooks.

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

Forward-Looking Statements
This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995,  that
reflect  the  Company's  current  views  with  respect  to future  events.  Such
statements  are  subject to certain  risks and  uncertainties  which could cause
actual results to differ materially from those projected.  Readers are cautioned
not to place undue reliance on these forward-looking statements which speak only
as of the date hereof.  The Company  undertakes no obligation to publish revised
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrences of unanticipated  events.  Readers are also
urged to review and  consider  carefully  the  various  disclosures  made by the
Company  in its Annual  Report on Form 10-K and other  Securities  and  Exchange
Commission  filings,  which advise interested parties of the factors that affect
the Company's business.

Executive Overview
The  Company  is  engaged  exclusively  in  the  apparel  business  through  two
wholly-owned  subsidiaries - Hampshire  Designers,  which primarily  designs and
sell women's and men's sweaters, and Item-Eyes,  which designs and sells a broad
line of  women's  woven  and  knit  related  separates.  The  Company  sells  to
approximately  250  retail  customers  (excluding  customers  of David  Brooks),
primarily  in  the  United  States,  including  major  department  stores,  mass
merchants, specialty retail stores and catalog companies. The Company's business
is highly  seasonal with the majority of sales occurring in the third and fourth
quarters of the year.

                                      -11-
<PAGE>
The Company out sources the  manufacture  of its  products,  principally  due to
lower labor costs. The Company's established  international  sourcing network of
manufacturers  are  located  throughout  the  world,  with the  majority  of the
manufacturers being located in South East Asia. With the Company's dependence on
international  sources,  the  failure  of any of  these  manufacturers  to  ship
products to the Company in a timely manner, failure of the manufacturers to meet
required  quality  standards or delays in the shipments  clearing  United States
Customs could cause the Company to miss  delivery  dates to its  customers.  The
failure to make timely  deliveries  could expose the Company to liability to its
customers or cause  customers to cancel orders or demand reduced prices for late
delivery.

The Company  continues  to believe  that one of its  greatest  exposures  is the
uncertainty  arising  from the  elimination  of quotas  (the right to import the
products)  as of January 1, 2005 on imported  products  and the impact this will
have  on  international  trade,  particularly  in  the  apparel  industry.  This
uncertainty  includes  any  action  that  might be taken  by the  United  States
government  as it  monitors  the  effect of  increased  quantities,  if any,  of
imported  apparel in the retail market. A coalition of United States textile and
apparel  industry  trade groups has requested  the United  States  government to
protect product  categories  including products which the Company purchases from
manufacturers  in  foreign  markets.  The  government  has yet to respond to the
request.

The  Company,  however,  does not believe  that the  elimination  of quotas will
reduce the Company's cost to purchase its products.  A portion of the price paid
for quotas was used by foreign  governments to subsidize the  manufacture of the
products. The elimination of quotas may result in manufacturers requiring higher
prices for their  products.  Further,  each  participant in the supply chain may
view the  expiration of the quotas as an opportunity to increase the prices they
charge.  At the same time,  the  Company's  customers  continue to put  downward
pressure  on  prices.  As a  result  of the  foregoing,  the  Company  does  not
anticipate an effect on near term gross profit or earnings from the  elimination
of quotas.

In a highly competitive retail climate,  the Company continues to remain focused
on its customers' needs in terms of quality, value and service. The Company will
attempt to minimize  its  exposure  from  foreign  manufacturing  by placing its
contracts  for  production  as far in  advance  as  reasonably  possible  and by
scheduling delivery of products in advance of the dates on which products are to
be delivered to customers.  The Company,  however,  is not able to forecast with
any  certainty  its sales for the  remainder of the year due to the  competitive
retail environment and uncertain outlook for retail sales.

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

The Company reached a settlement prior to the commencement of legal proceedings.
Pursuant to the  settlement,  the Company  received  $4,622,000  net of expenses
incurred in connection with the investigation and settlement of the matter.  The
settlement,  exclusive of the recoupment,  has been included in the consolidated
statement of income for the nine months ended October 1, 2005 as  "non-recurring
income",  due to the  unusual  nature  of the item.  In  addition,  the  Company
recouped from one of the former employees  $1,391,000  relating to an employment
contract termination settlement recorded in the fourth quarter of 2004.

                                      -12-
<PAGE>
Acquisition of the David Brooks(R)
On October  3, 2005,  the  Company,  through  its  wholly  owned  subsidiary  SB
Corporation,  consummated the  acquisition of the David Brooks(R)  business from
the Kellwood Company.  David Brooks has a longstanding  reputation for supplying
comfort  and  fashion  in  the  women's   "better"   priced  market  and  is  an
implementation of Hampshire's  diversification and expansion strategy. Net sales
for the business for 2006 are projected to be $12 range.  David Brooks' products
are sold through upscale  department stores and over 800 specialty stores in the
United States.

The assets, consisting of inventory and trade name, were acquired for $2,460,000
in cash.  Under the terms of the  purchase  agreement,  the  Company  will pay a
royalty  to the  Kellwood  Company on the net sales of  products  using the name
David Brooks(R) through 2008.

RESULTS OF OPERATIONS

Nine Months Ended October 1, 2005 and October 2, 2004

Net Sales
Net sales for the nine months ended October 1, 2005 were $220,305,000,  compared
with  $196,753,000  for the same period last year, an increase of $23,552,000 or
12.0%.  The  increase  resulted  from  additional  net sales of women's  related
separates,  offset in part by a decrease in net sales of  sweaters.  The Company
shipped approximately 177,000 dozen more units, or 10.1%, during the nine months
ended October 1, 2005,  compared with the same period last year. The average net
sales price per unit for the nine months ended October 1, 2005  increased  1.7%,
compared with the same period last year, primarily due to the product mix.

Gross Profit
Gross profit for the nine months ended October 1, 2005 was $52,872,000, compared
with $49,351,000 for the same period last year. The $3,521,000 increase resulted
primarily from the increased net sales during the current  nine-month period. As
a  percentage  of net sales,  gross profit  margin was 24.0% for the  nine-month
period of 2005,  compared with 25.1% for the same period last year. The decrease
in gross profit margin  resulted  primarily  from higher  allowances  granted to
customers in the current period and the product mix.

Selling, General and Administrative Expenses
Selling,  general and administrative  ("SG&A") expenses were $43,403,000 for the
nine months ended October 1, 2005, compared with $40,441,000 for the same period
last year.  The increase of $2,962,000  resulted  primarily from the increase in
expenses incurred from the higher net sales in the current nine-month period. As
a percentage of net sales,  however,  SG&A expenses for the nine-month period of
2005 were 19.7%, compared with 20.6% for the same period last year.

Interest Income
Interest  income  for the nine  months  ended  October  1, 2005 was  $1,102,000,
compared with $634,000 for the same period last year. The increase resulted from
higher average  returns on  investments  and slightly  higher  amounts  invested
during the current nine-month period.

Interest Expense
Interest  expense  for the nine  months  ended  October  1,  2005 was  $365,000,
compared with $496,000 for the same period last year. The decrease resulted from
lower  average  borrowings  during the  period  ended  October 1, 2005.  Average

                                      -13-
<PAGE>
borrowings  during the nine-month  period ended October 1, 2005 were $5,321,000,
compared with $7,241,000 for the same period last year.

Non-Recurring Income
As  previously  described,  during the nine months  ended  October 1, 2005,  the
Company reported  non-recurring  income of $4,622,000,  net of expenses.

Income Taxes
The Company's provision for income tax for the nine months ended October 1, 2005
was $6,250,000  compared with  $3,675,000 for the same period last year. For the
nine months  ended  October 1, 2005,  $1,867,000  of the tax  provision  for the
period  relates  specifically  to  the  non-recurring  income  described  above,
resulting  in an income tax  provision  of  $4,383,000  for income  exclusive of
non-recurring  income.  The  effective  income  tax rate was  41.9% for the nine
months ended October 1, 2005,  compared  with 40.9% for the year ended  December
31, 2004. The increase in the effective tax rate primarily resulted from a shift
in the applicable  state income taxes.

Net Income
As a result of the  foregoing,  the  Company  had net income for the nine months
ended October 1, 2005 of $8,659,000,  or $1.05 per diluted share,  compared with
$5,393,000,  or $0.65 per diluted  share for the same period last year.  For the
nine months ended October 1, 2005, exclusive of the non-recurring income, net of
related income taxes,  the Company had a net income of $5,904,000,  or $0.72 per
diluted share.

Three Months Ended October 1, 2005 and October 2, 2004

Net Sales
Net sales for the three months ended October 1, 2005 were $123,592,000, compared
with  $116,104,000  for the same period last year,  an increase of $7,488,000 or
6.5%. The increase  resulted from  additional net sales of both women's  related
separates  and sweaters.  The Company  shipped  approximately  53,000 dozen more
units, or 5.4%,  during the three months ended October 1, 2005 compared with the
same period last year. The average net sales price per unit for the three months
ended October 1, 2005 increased  1.0%,  compared with the same period last year,
primarily due to the product mix.

Gross Profit
Gross  profit  for the three  months  ended  October  1,  2005 was  $29,933,000,
compared with  $29,333,000 for the same period last year. The $600,000  increase
resulted  primarily from the increased net sales during the current  three-month
period.  As a percentage  of net sales,  gross  profit  margin was 24.2% for the
three-month  period of 2005,  compared with 25.3% for the same period last year.
The decrease in gross profit margin  resulted  primarily from higher  allowances
granted to customers in the current period and the product mix.

Selling, General and Administrative Expenses
Selling,  general and administrative  ("SG&A") expenses were $18,031,000 for the
three months  ended  October 1, 2005,  compared  with  $17,618,000  for the same
period last year. The increase of $413,000 resulted  primarily from the increase
in  expenses  incurred  from the  higher  net sales in the  current  three-month
period. As a percentage of net sales, however, SG&A expenses for the three-month
period of 2005 were 14.6%, compared with 15.2% for the same period last year.

Interest Income
Interest  income  for the three  months  ended  October  1,  2005 was  $153,000,
compared with $119,000 for the same period last year. The increase resulted from
higher average  returns on  investments  and slightly  higher  amounts  invested
during the current three-month period.

                                      -14-
<PAGE>
Interest Expense
Interest  expense  for the three  months  ended  October  1, 2005 was  $106,000,
compared with $169,000 for the same period last year. The decrease resulted from
lower  average  borrowings  during the  period  ended  October 1, 2005.  Average
borrowings during the three-month  period ended October 1, 2005 were $4,812,000,
compared with $6,744,000 for the same period last year.

Income Taxes
The  Company's  provision  for income tax for the three months ended  October 1,
2005 was  $5,075,000  compared with a benefit of $4,725,000  for the same period
last year.  The  effective  income tax rate was 42.3% for the three months ended
October 1, 2005,  compared with 40.9% for the year ended  December 31, 2004. The
increase  in the  effective  tax  rate  primarily  resulted  from a shift in the
applicable state income taxes.

Net Income
As a result of the  foregoing,  the Company had net income for the three  months
ended October 1, 2005 of $6,927,000,  or $0.85 per diluted share,  compared with
net income of  $6,940,000,  or $0.84 per diluted  share for the same period last
year.

LIQUIDITY AND CAPITAL RESOURCES

The  primary  liquidity  and  capital  requirements  of the  Company are to fund
working capital for current  operations,  which consists of funding the seasonal
buildup in inventories  and accounts  receivable and servicing  long-term  debt.
Long-term  debt service  principally  consists of annual  principal  payments of
approximately $1.9 million. Due to the seasonality of the business,  the Company
generally  reaches  its maximum  working  capital  requirement  during the third
quarter of the year.  The  primary  sources to meet the  liquidity  and  capital
requirements include funds generated from operations, borrowings under revolving
credit lines and long-term debt.

Net cash used in operating  activities was $68,771,000 for the nine months ended
October 1, 2005,  as  compared  with net cash used in  operating  activities  of
$62,963,000 for the same period last year. Net cash used in operating activities
during the nine months ended October 1, 2005 resulted primarily from an increase
in  inventory  of  $37,934,000  and  an  increase  in  accounts   receivable  of
$54,887,000  offset by an increase in accounts  payable,  accrued  expenses  and
other liabilities of $12,956,000.

Net cash used in operating  activities for the nine months ended October 1, 2004
resulted  primarily from increase in inventory of $23,037,000 and an increase in
accounts  receivable of $59,377,000  offset by an increase in accounts  payable,
accrued  expenses and other  liabilities of $14,639,000.  This activity for both
periods  resulted  primarily  from  the  normal  seasonality  of  the  Company's
business.

Net cash provided by investing  activities was  $46,459,000  for the nine months
ended  October  1,  2005,  as  compared  with net  cash  provided  by  investing
activities  of  $4,559,000  for the same period last year.  For the period ended
October  1,  2005  the  Company  had net  sales  of  short-term  investments  of
$49,440,000 as compared to $5,010,000 for the same period the prior year. During
the  nine-month  periods  ended  October 1, 2005 and October 2, 2004 the Company
used  $1,185,000  and  $451,000,  respectively,  on  net  capital  expenditures.
Additionally,  during the  nine-month  period ended October 1, 2005, the Company
purchased securities in a deferred compensation fund for $1,796,000.

Net cash used in financing  activities  was $3,404,000 for the nine months ended
October 1, 2005, as compared  with net cash provided by financing  activities of
$216,000 for the same period last year.  During the nine months ended October 1,
2005 and October 2, 2004,  the Company  repaid  long-term  debt of $985,000  and

                                      -15-
<PAGE>
$981,000, respectively, purchased treasury stock in the amount of $2,858,000 and
$1,045,000,  respectively,  and had proceeds from the issuance of treasury stock
of $439,000  and  $542,000,  respectively.  Additionally  during the nine months
ended October 2, 2004, the Company had net  borrowings  under its line of credit
in the amount of $1,700,000.

On March 17, 2005, the Board of Directors of the Company  approved a two-for-one
stock split of issued  common  stock  payable June 28, 2005 to  stockholders  of
record at the close of  business  as on May 31,  2005.  As a result of the stock
split,  stockholders of record received one additional share of common stock for
each share of common stock held on the record date. To complete the distribution
the Company elected to use approximately 640,000 shares of treasury stock, which
was relieved at weighted  average costs with the difference  off-set in retained
earnings.   Distribution   of  the  stock  split  resulted  in  distribution  of
approximately  4,120,000  additional  shares of common stock. Upon completion of
the stock split,  the number of shares of common stock issued was  approximately
8,240,000.

On March 17,  2005,  the Board of  Directors  of the Company  also  approved the
repurchase of up to 400,000  shares  (post-split)  of the Company's  outstanding
common stock. The repurchase will be conducted  through open market or privately
negotiated transactions over an indefinite period.

The Company maintains a Revolving Credit Agreement ("Credit  Facility") with six
participating  commercial  banks,  with  HSBC  Bank  USA as  agent.  The  Credit
Facility, which matures on April 30, 2007, provides for secured borrowings up to
$100  million in  revolving  line of credit  borrowings  and  letters of credit.
Advances under the line of credit are limited to the lesser of: (1) $100 million
less outstanding  letters of credit;  or (2) the sum of 85% of eligible accounts
receivable;  cash  deposited  in a pledged  account;  50% of eligible  inventory
(subject to seasonal  limits);  50% of  outstanding  eligible  letters of credit
issued  pursuant to the Credit  Facility,  plus  seasonal  over  advances in the
periods of highest requirements.

Advances under the Credit Facility bear interest at either the bank's prime rate
less 0.25% or, at the option of the  Company,  a fixed rate of LIBOR plus 1.80%,
for a fixed  term.  The loan is  collateralized,  pari passu with the  Company's
Senior Notes ("Senior  Notes"),  principally  by the trade accounts  receivable;
cash deposited in a pledged account;  inventory and a pledge of the common stock
of the  subsidiaries.  At  October  1,  2005,  the  Company  had no  outstanding
borrowings,  had no cash  deposited  in a pledged  account,  and  $30.9  million
outstanding under letters of credit,  which includes  approximately $4.2 million
related to finished goods in-transit that have been included in accounts payable
in the  accompanying  balance  sheet.  At  October  1,  2005,  the  Company  had
availability  under the Revolving Credit Facility for borrowing of approximately
$69.1  million.  At October  2,  2004,  there was $1.7  million  outstanding  in
borrowings under its Credit Facility.

Both the Credit  Facility and the Senior Notes contain  financial  covenants and
covenants  that  restrict  certain  payments  by  the  Company.   The  financial
performance  covenants  require,  among other things,  that the Company maintain
specified   levels  of  consolidated  net  worth,  not  to  exceed  a  specified
consolidated  leverage ratio,  achieve a specified fixed charge ratio and limits
capital expenditures and restricted payments to a specified maximum amount.

Both the Credit Agreement and the Senior Notes contain an aggreagte limit on the
repurchase of the Company's common stock. As of October 1, 2005, the Company had
repurchased  a net  amount  of  $2,516,000  of its  common  stock  and had  made
commitments  to repurchase an additional of  $1,500,000.  As of October l, 2005,
the Company had  repurchased  a net amount of $2,516,000 of its common stock and
had made  commitments  to  repurchase  an  additional  amount of $351,000.  Upon
request of the Company,  the banks party to the Credit Agreement have provided a
waiver of the  default  and have  amended  the  Credit  Agreement  to permit the
Company to repurchase an aggregated $10,000,000 of its common stock. The holders
of the Senior Notes have not waived the default.  In the absence of such waiver,
the Company has elected to prepay the  remaining  balance of  $4,687,500  Senior
Notes  outstanding,  which  amount  will be subject to a  prepayment  penalty of
approximately  $160,000.  Since the Company  will be making full  payment of the
outstanding  balance of the Senior Notes on November 14, 2005, the total balance
outstanding has been  classified as a current  liability in the balance sheet as
of October 1, 2005.

                                      -16-
<PAGE>
Management believes that cash flow from operations,  available  borrowings under
the credit facility and long-term  borrowings will provide adequate resources to
meet  the  Company's   capital   requirements  and  operational  needs  for  the
foreseeable future.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no changes to the Company's significant  accounting policies and
estimates  as set forth in the  Annual  Report  on Form 10-K for the year  ended
December 31, 2004.


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact the financial  position,
results of  operations  or cash flows of the Company  due to adverse  changes in
financial and product market prices and rates.  The Company is exposed to market
risks including reduction in the value of the dollar,  changes in interest rates
and increased costs for its products.

The  long-term  debt of the  Company is at fixed  interest  rates,  which was at
market when the debt was issued,  but was above  market on October 1, 2005.  The
short-term  debt of the Company is at variable rates based on the prime interest
rate of the lending  institutions or, at the option of the Company, a fixed rate
based on LIBOR, for a fixed term.

In purchasing  apparel from foreign  manufacturers,  the Company uses letters of
credit that require the payment in U.S. currency upon receipt of bills of lading
for the  products.  Prices are fixed in U.S.  dollars at the time the letters of
credit are issued.


Item 4 - Controls and Procedures

Disclosure Controls and Procedures
As  of  October  1,  2005  (the  "Evaluation  Date"),  the  Company,  under  the
supervision and with the  participation of the Company's Chief Executive Officer
and Chief Financial  Officer,  carried out an evaluation of the effectiveness of
its  disclosure  controls  and  procedures,  as such  term is  defined  in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act"). Based on the evaluation performed,  the Company's Chief Executive Officer
and Chief Financial  Officer have concluded that, as of the Evaluation Date, the
Company's  disclosure  controls and  procedures  were effective in recording and
reporting the information required by the Exchange Act for the period indicated.

Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial
reporting  during the nine  months  ended  October 1, 2005 that have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


                                      -17-
<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.  Management  of the Company  believes that no currently
pending litigation to which it is a party will have a material adverse effect on
its consolidated financial condition, results of operations, or cash flow.

Item 2 - Unregistered Sale of Equity Securities and Use of Proceeds
<TABLE>
                    ISSUER PURCHASES OF EQUITY SECURITIES
                        COMMON STOCK, $0.10 PAR VALUE
<CAPTION>
                                                   Total Number of    Max Number of Shares
                   Total Number   Average Price   Shares Purchased       that May Yet Be
                    Of Net Shares   Price Per    as Part of Publicly   Purchased Under the
    Period           Purchased        Share       Announced Plans (1)         Plans
------------------------------------------------------------------------------------------
<S>                   <C>            <C>             <C>                  <C>
Month No. 1
July 3 - July 30       1,100         $19.90           1,100                   -
Month No. 2
July 31 - Aug. 27        -              -               -                     -
Month No. 3
Aug. 27 - Oct. 1      42,675          24.00          42,675                   -
------------------------------------------------------------------------------------------
    Total             43,775         $23.90          43,775               320,513
==========================================================================================
<FN>
(1)  These  repurchases  were made under a plan announced on May 9, 2005 for the
     purchase of up to 400,000 shares of common stock. The plan does not have an
     expiration date.
</FN>
</TABLE>
Item 6 - Exhibits

Exhibit No.                             Description
------------ -----------------------------------------------------------------
   31.1         Certification of Chief Executive Officer pursuant to Item
                601(b)(31) of Regulation S-K as adopted pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

   31.2         Certification of Chief Financial Officer pursuant to Item
                601(b)(31) of Regulation S-K as adopted pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

   32.1         Certification of Chief Executive Officer and Chief Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







                                      -18-

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


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


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



                                      -19-