SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12

HAMPSHIRE GROUP, LIMITED
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) and
0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amounts previously paid:

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2) Form, Schedule or Registration Statement No.:

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HAMPSHIRE GROUP, LIMITED
215 Commerce Boulevard
Anderson, SC 29625
April 8, 2002

Dear Fellow Stockholders:

The 2002 Annual Meeting of Stockholders will be held on Thursday, May
16, 2002 at 10:00 o'clock A.M. at The University Club, 1 West 54th Street, New
York, New York. All Stockholders are welcome and encouraged to attend this
meeting. An official Notice of Annual Meeting, which includes information about
the matters scheduled for consideration at the Meeting, appears on the first
page of the Proxy.

After the formal part of the Meeting, members of management will be
making a presentation about significant achievements of the past year, including
our successful transition from a fully integrated company to a merchandising/
marketing company.

An opportunity to ask question of the management group, or to comment
on matters pertaining to Hampshire Group, Limited, will follow.

I sincerely hope that you will be able to attend the Annual Meeting,
but in any event, please mark and sign your Proxy and return it to the Secretary
of the Company. If you attend the meeting in person and wish to change your
vote, you may do so at that time.

Sincerely,

/s/ Ludwig Kuttner

-----------------------
Ludwig Kuttner
Chairman of the Board, President
and Chief Executive Officer

HAMPSHIRE GROUP, LIMITED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of
Hampshire Group, Limited, a Delaware corporation (the "Company"), will be held
at 10:00 A.M. on Thursday, May 16, 2002, at The University Club, 1 West 54th
Street, New York, New York to consider and act on the following proposals:

1. To elect six Directors to serve until the next Annual Meeting of
Stockholders;
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for the fiscal year ending December 31, 2002; and
3. To consider and act upon any other matters which may properly come before
the meeting, or any and all adjournments thereof.

Information regarding the matters to be considered and voted upon at
the Annual Meeting is set forth in the Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on April 3,
2002, as the Record Date for the determination of the holders of Common Stock
entitled to notice of and to vote at the Annual Meeting.

A copy of the Company's Annual Report to Stockholders for the fiscal
year ended December 31, 2001 and Form of Proxy are being mailed together with
this Notice.

Please complete and return to the Company the enclosed Proxy, whether
or not you plan to be present at the meeting. If you attend the meeting, you may
revoke your Proxy if you choose to cast your vote in person.

By Order of the Board of Directors,

/s/ Charles W. Clayton
----------------------------
Anderson, South Carolina Charles W. Clayton
April 8, 2002 Secretary

HAMPSHIRE GROUP, LIMITED
215 Commerce Boulevard
Anderson, SC 29625

PROXY STATEMENT

The accompanying Proxy is solicited on behalf of the Board of Directors
of Hampshire Group, Limited (the "Company") for use at the Annual Meeting of
Stockholders to be held on May 16, 2002, at 10:00 A.M., at The University Club,
1 West 54th Street, New York, New York, or at any and all adjournments thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting. This Proxy Statement and the accompanying Proxy are being mailed on or
about April 17, 2002 to Stockholders of record as of April 3, 2002 (the "Record
Date"). All expenses incident to the preparation and mailing of, or otherwise
making available to the Stockholders the Notice, Proxy Statement and Proxy, are
to be paid by the Company. In addition to solicitation by mail, arrangements
will be made with brokerage houses and other custodians, nominees and
fiduciaries to send material to their principals and the Company may reimburse
them for their expenses in so doing.

Please complete, date and sign the enclosed Proxy and return it to the
principal executive office of Hampshire Group, Limited, at 215 Commerce
Boulevard, Anderson, South Carolina 29625, Attn: Secretary.

Properly signed and dated Proxies received by the Company's Secretary
prior to or at the Annual Meeting will be voted as instructed thereon, or in the
absence of such instructions will be voted as follows:

(1) FOR the election as Directors of the Company those six persons designated
as nominees;

(2) FOR the ratification of the appointment of Deloitte & Touche LLP as the
Company's independent accountants for the fiscal year 2002.

Any Stockholder giving the Proxy enclosed with this statement may cast
a vote in person by revoking the Proxy at the Annual Meeting. Any Proxy may be
revoked by notice in writing to the Secretary at any time prior to the Annual
Meeting.

OUTSTANDING VOTING STOCK

As of the Record Date, there were 4,663,000 shares of Common Stock,
par value $0.10 per share, (the "Common Stock") eligible to vote at the 2002
Annual Meeting of Stockholders. Holders of Common Stock are entitled to one vote
for each share of stock held on the Record Date.

Quorum Requirements
- -------------------
The presence in person or by proxy of holders of record of a majority
of the outstanding shares of Common Stock is required for a quorum to transact
business at the Annual Meeting; but if a quorum should not be present, the
Annual Meeting may be adjourned from time to time until a quorum is obtained.
Under applicable Delaware law, abstentions will be counted for purposes of
determining the existence of a quorum, but broker non-votes will not.

Beneficial Ownership
- --------------------

The table on the following page sets forth certain information regarding
the ownership of Common Stock of the Company as of the Record Date by: (a) each
person known to the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock; (b) each director and named executive
officer of the Company designated in the section of the Proxy Statement
captioned "Executive Officers of the Registrant"; and (c) all directors and
executive officers of the Company as a group. Except as otherwise indicated, all
persons listed therein have: sole voting power and investment power with respect
to their shares of Common Stock, except to the extent that authority is shared
by spouses under applicable law; and record and beneficial ownership with
respect to their shares of Common Stock of the Company.

BENEFICIAL OWNERSHIP TABLE

- -------------------------------------------------------------------------------
Stockholder Shares Percent
- -------------------------------------------------------------------------------

Ludwig Kuttner-Estouteville, Keene VA 22946 1,654,528 (1) 35.41%
Hans W. Schmidig
Bleicherweg 39, CH-8027, Zurich, Switzerland 481,386 10.32%
Fidelity Low-Price Stock Fund
82 Devonshire St., Boston MA 02109 464,200 9.95%
Peter W. Woodworth
702 Main Street, Winona MN 55987 327,203 (2) 7.02%
Heartland Advisors, Inc.
789 N. Water St., Milwaukee, WI 53202 286,200 6.14%
Charles W. Clayton 152,885 (3) 3.26%
Eugene Warsaw 121,891 (4) 2.61%
H. Edward Hurley 30,187 (5) *
Harvey L. Sperry 24,239 (5) *
William W. Hodge 7,481 (5) *
Joel Goldberg 5,143 (5) *
All directors and executive officers as a group
(nine persons) 2,323,557 49.22%
- -------------------------------------------------------------------------------
<FN>
(1) (Ludwig Kuttner) Includes 170,018 shares purchased for the account of Mr.
Kuttner under the Company's Common Stock Purchase Plan for Directors and
Executives (the "Common Stock Purchase Plan"), 9,701 shares issuable under
presently exercisable options and 825,298 shares owned by a company
controlled by Mr. Kuttner; but does not include 188,864 shares held by his
spouse nor 100,000 shares held by their sons, as to which Mr. Kuttner
disclaims beneficial ownership.

(2) (Peter W. Woodworth) Does not include 71,652 shares held by his spouse and
1,000 shares held by his children, as to which Mr. Woodworth disclaims
beneficial ownership.

(3) (Charles W. Clayton) Includes 64,058 shares of Common Stock purchased for
the account of Mr. Clayton under the Common Stock Purchase Plan, 30,125
shares of Common Stock issuable under presently exercisable options and
4,300 shares of Common Stock held by his spouse.

(4) (Eugene Warsaw) Includes 53,511 shares of Common Stock purchased for the
account of Mr. Warsaw under the Common Stock Purchase Plan, 7,500 shares of
Common Stock issuable under presently exercisable options and 250 shares of
Common Stock held by his children.

(5) Includes shares of Common Stock purchased under the Common Stock Purchase
Plan for the account of Mr. Hurley-14,157, Mr. Sperry-19,876, Mr. Hodge-
4,181 and Dr. Goldberg-5,143; and shares of Common Stock issuable under
presently exercisable options by Mr. Hurley-7,500 and Mr. Hodge 3,000.

(*) Less than 1%.
</FN>

PROPOSALS

Item 1. ELECTION OF DIRECTORS
- -------------------------------
At the Annual Meeting, six directors for the Company will be elected to
serve for the ensuing year and until their successors shall be duly elected and
qualified. The Board of Directors of the Company is soliciting Proxies for the
election of the persons named below. Should any of these nominees not remain a
candidate at the time of the Annual Meeting, Proxies solicited hereunder will be
voted in favor of those nominees who do remain as candidates and may be voted
for substituted nominees.

Nominees
- --------
The six persons listed below have been nominated for election as directors
of Hampshire Group, Limited, each currently being an active Director of the
Company.

Ludwig Kuttner Age 55 Director since 1977
- -------------------------------------------------------------------------------
Mr. Kuttner was elected Chairman of the Board in 1979 and has served as
President and Chief Executive Officer of the Company from 1979 to 1992 and 1994
through the present. Previously, he served in various capacities in the textile
industry and as an owner and developer of real property.

Joel Goldberg Age 56 Director since 1998
- -------------------------------------------------------------------------------
Dr. Goldberg is a licensed Organizational Consultant and has been a human
resources consultant for thirty years. He is the founder and President of Career
Consultants, Inc., an international human resources consulting firm, and the
President of SKA Associates, an employment search firm. Dr. Goldberg serves on
the Board of Directors of Phillips-Van Heusen Corporation, Merrimac Industries,
Inc., Marcal Paper Company and Modell's Inc.

Michael C. Jackson Age 62 Director 1986-1996 and since 2001
- -------------------------------------------------------------------------------
Mr. Jackson has been an employee of Lehman Brothers since 1968 and
currently serves as an Advisory Director. He is the founder and Managing
Director of the Housatonic Equity Funds, a private equity investment
partnership.

Harvey L. Sperry Age 72 Director since 1977
- -------------------------------------------------------------------------------
Mr. Sperry is a retired Partner of the law firm of Willkie Farr &
Gallagher, a law firm that provides legal services to the Company.

Eugene Warsaw Age 74 Director since 1994
- -------------------------------------------------------------------------------
Mr. Warsaw has served as President and Chief Executive Officer of Hampshire
Designers, Inc., a subsidiary of Hampshire Group, Limited, since 1987.
Previously, he served as President and Chief Executive Officer of the Private
Label Sportswear division of Phillips-Van Heusen and President of Sommerset
Knitting Mills.

Peter W. Woodworth Age 55 Director since 1995
- -------------------------------------------------------------------------------
Mr. Woodworth served as President and Chief Executive Officer of Winona
Knitting Mills, a division of Hampshire Designers, Inc. from 1995 through 1999.
He was the majority stockholder and President of The Winona Knitting Mills, Inc.
from 1983 until 1995 when it merged into Hampshire Group, Limited.

Information about the beneficial ownership of the Company's Common Stock
held by each nominee is included in the "Beneficial Ownership Table" on Page 3.

VOTING AND RECOMMENDATION. Each nominee for director must be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors. Abstentions
will not be included in the vote totals with the result that an abstention will
not have an effect on the vote. The Board of Directors unanimously recommends a
vote "for" each of the persons nominated for election to the Board of Directors.

Item 2. APPOINTMENT OF INDEPENDENT ACCOUNTANTS
- -----------------------------------------------
It is proposed that the Stockholders ratify the appointment of Deloitte
& Touche LLP as independent accountants of the Company for the year ending
December 31, 2002. Deloitte and Touche has served as independent accountants
since 1999. A Deloitte & Touche representative will be present at the annual
meeting and will have the opportunity to make a statement if he desires to do so
and will be available to respond to appropriate questions.

VOTING AND RECOMMENDATION. The appointment of the independent
accountants shall be ratified by the holders of a majority of the stock present
in person or represented by proxy at the meeting. Abstentions will be included
in the vote totals with the result that an abstention will have the effect of a
negative vote. The Board of Directors unanimously recommends a vote "for" the
ratification of the appointment of the independent accountants.

Item 3. MISCELLANEOUS
- ----------------------
The Board of Directors of the Company is not aware of any other matters
that may come before the meeting. If any other matters are properly presented to
the meeting for action, it is the intention of the persons named as Proxies in
the enclosed form of Proxy to vote such Proxies in accordance with the best
judgment of a majority of the Proxies on such matters.

NAMED EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of Hampshire Group, Limited, who are elected by and
serve at the discretion of the named Board of Directors of the Company, are as
follows:

- --------------------------------------------------------------------------
Name Age Office
- --------------------------------------------------------------------------
Ludwig Kuttner 55 Chairman of the Board, President and
Chief Executive Officer
Eugene Warsaw 74 President and Chief Executive Officer,
Hampshire Designers, Inc.
Charles W. Clayton 64 Secretary and Treasurer
H. Edward Hurley 53 Executive Vice President, Hampshire Designers, Inc.
William W. Hodge 49 Vice President and Chief Financial Officer
- --------------------------------------------------------------------------

Ludwig Kuttner has been Chairman of the Board of Directors of the Company
since 1979 and has served as President and Chief Executive Officer of the
Company from 1979 to 1992 and 1994 through the present. Previously, he served in
various capacities in the textile industry and as an owner and developer of real
property.

Eugene Warsaw has been President and Chief Executive Officer of Hampshire
Designers, Inc., a subsidiary of Hampshire Group, Limited, since 1987. Prior to
joining the Company, Mr. Warsaw served as President and Chief Executive Officer
of the Private Label Sportswear Division of Phillips-Van Heusen and President of
Sommerset Knitting Mills from 1982 to 1986.

Charles W. Clayton has been Secretary and Treasurer of the Company since
1984. He served as Vice President of Finance and Controller from 1978 to 1983
and Chief Financial Officer from 1984 to 2000. Mr. Clayton was employed
previously as an audit manager with PricewaterhouseCoopers, an international
accounting firm.

H. Edward Hurley has been Executive Vice President of Hampshire Designers,
Inc. since 1993. He served as Vice President of Operations and Controller from
1986 to 1993. Formerly, he served as Controller of the Finishing Division of
Springs Industries, Inc.

William W. Hodge has been the Vice President and Chief Financial Officer of
the Company since January 1, 2001. Prior to joining the Company, he served as
Vice President and Chief Financial Officer of American Fast Print, Limited from
1986 to 2000 and previously as an audit manager with Ernst & Young, an
international accounting firm.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information regarding the compensation
of the Company's Chief Executive Officer and its four next most highly
compensated executive officers (the "Named Executive Officers") for the years
2001, 2000 and 1999.

SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------

Annual Compensation
--------------------------------
Other Annual
Compensation
Name and Principal Office Year Salary Bonus (1)
- -----------------------------------------------------------------

Ludwig Kuttner 2001 400,000 828,240 -
Chairman, President and 2000 400,000 666,260 26,652
Chief Executive Officer 1999 400,000 416,418 18,325
- -----------------------------------------------------------------
Eugene Warsaw 2001 350,000 1,100,026 -
President and CEO, 2000 350,000 199,590 2,217
Hampshire Designers, Inc. 1999 350,000 171,891 1,910
- -----------------------------------------------------------------
Charles W. Clayton 2001 72,000 107,000 5,556
Secretary and Treasurer 2000 144,000 180,860 9,439
(VP and CFO through 2000) 1999 149,500 98,877 6,057
- -----------------------------------------------------------------
H. Edward Hurley 2001 147,000 275,293 -
Executive Vice President, 2000 132,500 57,100 634
Hampshire Designers, Inc. 1999 117,500 41,254 458
- -----------------------------------------------------------------
William W. Hodge 2001 120,000 78,400 4,177
Vice President and
Chief Financial Officer
- -----------------------------------------------------------------

(Summary Compensation Table Continued)

SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------

Long-Term
Compensation
------------
Awards
------------
Securities
Underlying All Other
Name and Principal Office Options Compensation
- ------------------------------------------------------------------------

Ludwig Kuttner - 106,800 (2)
Chairman, President and - 106,800
Chief Executive Officer 50,000 106,400
- ------------------------------------------------------------------------
Eugene Warsaw - 474,214 (2)(3)
President and CEO, - 243,400
Hampshire Designers, Inc. - 3,200
- ------------------------------------------------------------------------
Charles W. Clayton - 9,300 (2)
Secretary and Treasurer 5,000 16,800
(VP and CFO through 2000) 15,000 16,400
- ------------------------------------------------------------------------
H. Edward Hurley - 3,400 (2)
Executive Vice President, 5,000 3,400
Hampshire Designers, Inc. - 3,200
- ------------------------------------------------------------------------
William W. Hodge 24,000 -
Vice President and
Chief Financial Officer
- ------------------------------------------------------------------------
<FN>
(1) The amounts reported represent discounts on stock purchased under the
Common Stock Purchase Plan.

(2) Pursuant to the terms of a deferred compensation plan, Messrs. Kuttner and
Clayton were awarded contributions of $100,000 and $2,500, respectively. In
addition, the Company made contributions to the Company's 401(k) Retirement
Savings Plan on behalf of Messers. Kuttner, Warsaw, Clayton and Hurley in
the amounts of $6,800, $3,400, $6,800 and $3,400, respectively.

(3) Mr. Warsaw's employment agreement provides for the payment of deferred
compensation, after retirement, in the amount of $1,350,000. In accordance
with this unfunded deferred compensation arrangement, the Company has
accrued $470,814 during 2001 and $240,000 in 2000.
</FN>

The following table sets forth information regarding grants of stock
options made during 2001 to each of the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR
- -------------------------------------------------------------------------------------------
Number of Percent of Total
Securities (1) Options Granted Exercise or Grant Date
Underlying to Employees in Base Price Expiration Present
Name Options Granted Fiscal Year (Per Share) Date Value (2)
- -------------------------------------------------------------------------------------------

William W. Hodge 3,000 $8.00 12/31/06 $ 7,825
4,500 8.00 12/31/07 12,847
5,000 8.00 12/31/08 16,152
5,500 8.00 12/31/09 21,926
6,000 8.00 12/31/10 25,234
- -------------------------------------------------------------------------------------------
Total 24,000 39% $8.00 $83,984
- -------------------------------------------------------------------------------------------
<FN>
(1) The options were granted on March 1, 2001, under the Company's 1992 Stock
Option Plan at the fair market value on the date of grant. The options
vest and become exercisable as follows: 3,000, 4,500, 5,000, 5,500 and
6,000 on December 31, 2001, 2002, 2003, 2004 and 2005.

(2) A variant of the Black-Scholes option-pricing model was used to determine
the grant date present value. In applying the model, the Company assumed a
5.12% risk-free rate of return, a 0% dividend yield, an average annualized
volatility of 21.65% and an expected term from vest of 8.32 years.

The following table sets forth information regarding the exercise of
options during 2001 and the number and value of unexercised options held at
year-end by each of the Named Executive Officers.
</FN>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 2001 OPTION VALUES

- -------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Number of Underlying Unexercised In-the-Money Options
Shares Options at 12/31/01 at 12/31/01
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable (1)
- -------------------------------------------------------------------------------------------

Ludwig Kuttner 476 $ 2,285 9,701/50,000 $ 6,703/172,233
Eugene Warsaw 14,771 85,891 7,500/ 2,500 - / -
Charles W. Clayton 4,513 25,036 30,125/ 2,500 88,409/ -
H. Edward Hurley 3,500 18,095 7,500/ 2,500 - / -
William W. Hodge - - 3,000/21,000 14,010/ 98,070
- -------------------------------------------------------------------------------------------
<FN>
(1) The average of the closing bid and ask price of the Company's Common Stock
as reported by the NASDAQ National Market at December 31, 2001 was $12.67.
</FN>

EMPLOYMENT AGREEMENTS

Mr. Kuttner has an employment agreement with the Company effective January
1, 1998, which provides for an annual salary of $400,000; annual incentive
compensation equal to 7% of the net after tax earnings of the Company; and an
annual deferred compensation payment of $100,000. The employment agreement may
be terminated by the Company or Mr. Kuttner at any time. If the Company
terminates the employment agreement without cause, Mr. Kuttner would receive an
amount ("severance payment") equal to: (i) his average compensation for the five
calendar years preceding the year in which the termination occurs; (ii)
multiplied by two; and (iii) paid in 24 equal monthly installments. Mr. Kuttner
would receive an amount equal to the severance payment if he terminates his
employment within 180 days after a change of control, which would include a
merger where the Company did not survive, a sale by the Company of substantially
all of its assets, or the election of a majority of the directors who had not
been nominated by the existing board of directors. Mr. Kuttner's spouse would
receive an amount equal to the severance payment if he were to die while
employed by the Company. The Company carries insurance on the life of Mr.
Kuttner to cover such contingency.

Mr. Warsaw has an employment agreement with Hampshire Designers, Inc.
through December 31, 2002, pursuant to which he receives a salary of $350,000
per year, plus an incentive bonus of 7% of the adjusted pre-tax income of
Hampshire Designers, Inc. The employment agreement provides for the payment of
deferred compensation after Mr. Warsaw retires in the amount of $300,000 per
year for the first two years and $250,000 per year for the next three years.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors held four meetings during the year ended December
31, 2001, and each Director attended at least 75% of the aggregate number of
meetings held and of the total number of meetings held by all committees of the
Board on which he served.

The Company has a Compensation Committee, which reviews and recommends to
the Board of Directors the cash or other compensation, including any stock
options, to be paid to management. The Compensation Committee currently consists
of Mr. Sperry and Dr. Goldberg, neither of whom are officers or employees of the
Company. The Compensation Committee held three meetings during fiscal year 2001.

The Company has an Investment Committee, which reviews with management all
significant investment opportunities. The Investment Committee currently is
composed of Messrs. Kuttner, Jackson and Sperry. The Investment Committee held
four meetings during fiscal year 2001.

The Company has an Audit Committee which consults with management regarding
selection of the independent public accountants, reviews with management all
significant accounting and disclosure matters and reviews the scope and findings
of such accountant's examination. The Audit Committee also meets with the
independent accountants, without the participation of management, to inquire as
to the adequacy of the Company's internal controls and the cooperation of
management and company personnel in respect to the accountant's examination. The
Audit Committee consists of Messrs. Goldberg, Jackson and Sperry, none of whom
are officers or employees of the Company. The Audit Committee held five meetings
during fiscal year 2001.

As additional guidance for the Board of Directors and the Audit Committee,
the Company adopted in the year 2000 an "Audit Committee Charter" which
encompasses all of the recommendations of the Securities and Exchange Commission
and the AICPA.

COMPENSATION OF DIRECTORS

During 2001, the outside Directors received annual director's fees of
$15,000 each. During 2001, outside Directors serving on the Audit Committee or
the Investment Committee also received $15,000 and $10,000, respectively, as
compensation for serving on each respective Committee. The executive officers
who also serve as Directors do not receive director's fees. The Company
reimburses the directors for expenses associated with attendance at the meetings
of the Board of Directors and Committees.

COMPENSATION COMMITTEE INTERLOCKS

Dr. Goldberg has served as a member of the Compensation Committee since
1998 and Mr. Sperry has served as a member of the Committee since March 2000.
Neither member of the Committee is or has been an officer or an employee of the
Company. Both Mr. Sperry and Dr. Goldberg provided consulting services to the
Company during 2001.

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

The Compensation Committee of the Board of Directors (the "Committee") is
responsible for determining executive compensation.

COMPENSATION OF ALL EXECUTIVES. The Committee believes that, in order to
maximize the Company's profitability, the Company must attract, motivate and
retain high quality executives. To this end, the Company provides its executives
with competitive salaries and incentives, including equity-based compensation,
intended to align the interests of executives with that of the Stockholders.

ANNUAL COMPENSATION. Annual compensation for executives consists of a
salary and an incentive bonus with emphasis on lower base salary and higher
incentive bonuses. Incentive bonuses for executives of Hampshire Designers are
provided by a profit incentive plan, whereby approximately 15% of pre-tax
profits are allocated to the executives of Hampshire Designers, Inc., either in
accordance with employment agreements, or by management with the approval of the
Committee.

Incentive bonuses for Company officers, including Mr. Kuttner, are based on
annual goals established by the Committee. A major portion of the incentive
bonus is based on the Company achieving profit goals established by the
Committee. The incentive bonus paid to Mr. Kuttner for 2001 reflected the
achievement of both financial and subjective goals.

CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Kuttner's compensation is based
on his employment agreement with the Company, which provides for an annual
salary of $400,000, annual incentive bonus compensation equal to 7% of net
after-tax earnings of the Company and an annual deferred compensation payment of
$100,000.

LONG-TERM INCENTIVE COMPENSATION. Long-term incentive compensation consists
of grants of stock options and the opportunity for key executives to use a
portion of their incentive bonuses to purchase Common Stock of the Company, at a
discount, pursuant to the Company's Common Stock Purchase Plan for Directors and
Executives. Long-term incentive compensation awards are based on the individual
responsibilities of the executive, Company financial results and financial
performance of particular profit centers. Awards of stock options by the
Committee are made on a subjective basis after the Committee's evaluation of an
executive's performance.

POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT. Section 162(m) of
the Internal Revenue Code denies a publicly held corporation a federal income
tax deduction for compensation in excess of $1 million per year paid to or
accrued for each of its Chief Executive Officers and four other most highly
compensated executive officers. Certain "performance-based" compensation is not
subject to these limitations, provided certain conditions are satisfied. While
the Committee considers the limits on deductibility imposed by Section 162(m) in
making compensation decisions, the Committee believes that the benefits of
having flexibility in awarding cash compensation can sometimes outweigh the lack
of deductibility.

COMPENSATION COMMITTEE

DR. JOEL GOLDBERG, CHAIRMAN
HARVEY L. SPERRY

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

Mr. Harvey Sperry and Dr. Joel Goldberg have served as members of the Audit
Committee of the Board of Directors since 2000. Mr. Jackson became a Director on
March 1, 2001 and was appointed as a member of the Audit Committee at that time.
No member of the Audit Committee is an employee of the Company and all members
are independent as defined by Rule 4200(a)(15) of the National Association of
Securities Dealers Listing Standards. The Board of Directors has adopted a
charter for the Audit Committee, included as Appendix A to this Proxy Statement
that outlines the Audit Committee's responsibilities and how it carries out
those responsibilities.

With respect to the consolidated audited financial statements for the year
ended December 31, 2001, the Audit Committee has reviewed and discussed the
audited financial statements with management and the independent accountants.
The Audit Committee has discussed with the independent accountants the matters
required to be discussed by Statement on Auditing Standards Number 61
(Communication with Audit Committees), as in effect as of the date hereof.

The Audit Committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board
Standard Number 1 (Independence Discussions with Audit Committees), as in effect
as of the date hereof, and the Committee has discussed with the independent
accountants that firm's independence.

Based upon the reviews and the discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001, for filing with the Securities and Exchange Commission.

The audit committee has provided this report.

AUDIT COMMITTEE

HARVEY L. SPERRY, CHAIRMAN
DR. JOEL GOLDBERG
MICHAEL C. JACKSON

CERTAIN RELATIONSHIPS AND TRANSACTIONS

The Company leases certain buildings from an affiliated company. Ludwig
Kuttner, Chief Executive Officer of the Company, and his wife together own
approximately 18% of the voting stock of the affiliate. Rent expense under such
leases was $234,000 in 2001. The Company also leases certain buildings from Mr.
Peter Woodworth, a Director of the Company. Rent expense under such leases was
$158,000 for 2001. The terms of these leases were approved by the Board of
Directors of the Company based on independent confirmation that the leases are
fair and reasonable and are at market terms.

Mr. Kuttner received a fee of $59,000 in 2001 for guaranteeing certain of
the Company's debt.

Mr. Harvey L. Sperry, a Director of the Company, provided consulting
services to the Company and was paid $12,000 in fees during 2001.

Dr. Joel Goldberg, a Director of the Company, is a principal in Career
Consultants, Inc., which has provided human resource consulting services to the
Company since 1997 and in such capacity was paid fees in the amount of $5,000
during 2001.

A son of Mr. Kuttner, Chairman and Chief Executive Officer of the Company,
was the independent contractor managing certain renovations on the real property
owned by the Company located in Charlottesville, Virginia. The Company paid Mr.
Kuttner's son $34,000 during 2001. Mr. Kuttner's son will also receive as
additional consideration, 30% of the net cash flow of the property after the
Company has received a 10% return on its investment. Another son of Mr. Kuttner
was a subcontractor working on the renovations and his company was paid $70,000
in 2001.

INDEPENDENT ACCOUNTANTS

Deloitte & Touche LLP served as the Company's independent accountants for
the fiscal year ended December 31, 2001. The appointment of the independent
accountants was approved by the Board of Directors and ratified by the
shareholders of the Company.

Audit Fees
----------
The aggregate fees of Deloitte & Touche LLP for professional services for
the audit of the Company's annual consolidated financial statements for 2001 and
the review of the consolidated financial statements included on the Reports on
Form 10-Q for 2001 were $180,200.

Financial Information System Design and Implementation Fees
-----------------------------------------------------------
There were no fees billed by Deloitte & Touche LLP to the Company for
financial system design and implementation services during 2001.

All Other Fees
--------------
The aggregate fees billed to the Company during 2001 for all other services
rendered by Deloitte & Touche LLP were $80,300. These services included tax
services, employee benefit plan audits and research.

The Audit Committee considers the provision of non-audit services by
Deloitte & Touche LLP to be compatible with maintaining the principal
accountant's independence.

There have been no disagreements between the Company and the independent
accountant on any matter of accounting principles or practices or financial
statement disclosure during the three fiscal years ended December 31, 2001, 2000
and 1999, during the subsequent interim period through April 3, 2002.

COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

The Company assists the directors and executives in filing reports pursuant
to Section 16 of the Securities Exchange Act of 1934, including Form 4 monthly
transaction reports, for those reporting persons who so requested and who agreed
to advise the Company of changes in the ownership of the Company's equity
securities. To the best of the Company's knowledge and belief, based solely on
the review of reports filed with the Securities and Exchange Commission and upon
written representations by directors and certain executives, there were no
delinquent Section 16 reports during the fiscal year ended December 31, 2001.

PERFORMANCE GRAPH

The following graph sets forth a comparison of the Company's stock
performance, the S&P 500 Composite Index and the S&P 500 Textile and Apparel
Index, in each case assuming an investment of $100 on December 31, 1996 and the
accumulation and the reinvestment of dividends paid thereafter through December
31, 2001. The Company chose the S&P 500 Composite Index as a measure of the
broad equity market and the S&P 500 Textile and Apparel Index as a measure of
its relative industry performance.

[GRAPHIC OMITTED]

- ----------------------------------------------------------------

12/96 12/97 12/98 12/99 12/00 12/01
HAMP 100 138 98 65 58 95
S&P 500 100 158 200 239 214 155
Textile & Apparel 100 81 75 74 88 91
- -----------------------------------------------------------------

DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

Proposals of Stockholders intended to be presented at the 2003 Annual
Meeting must be received by the Company no later than December 18, 2002 to be
considered for inclusion in the Company's Proxy Statement and Form of Proxy
relating to that meeting. Such proposals should be addressed to: Hampshire
Group, Limited, Attn.: Secretary, 215 Commerce Boulevard, Anderson, SC 29625.

INFORMATION AVAILABLE TO STOCKHOLDERS

The Company's 2001 Annual Report to Stockholders on Form 10-K are being
mailed with this Proxy Statement. Additional copies of the 2001 Annual Report on
Form 10-K as filed with the United States Securities and Exchange Commission may
be obtained by Stockholders, without charge, from the Company, or write to:
Hampshire Group, Limited, 215 Commerce Boulevard, Anderson, SC 29625, Attn:
Secretary; or by request at Hampshire's e-mail address: ltaylor@hamp.com.

Financial statements are also on file with the United States Securities and
Exchange Commission, Washington, DC 20549 and can be obtained directly at
www.sec.gov or may be obtained from the Company's website at www.hamp.com.

By order of the Board of Directors,

/s/ Ludwig Kuttner
--------------------------------
Anderson, South Carolina Ludwig Kuttner
April 8, 2002 Chairman of the Board of Directors,
President and Chief Executive Officer

==============================================================================

STOCKHOLDERS ARE URGED TO PROMPTLY COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY.
YOUR COOPERATION IS GREATLY APPRECIATED.

Appendix A

AUDIT COMMITTEE CHARTER

The Audit Committee of the Board of Directors of Hampshire Group, Limited
(the "Company") has been established to assist the Board of Directors (the
"Board") in fulfilling its responsibility to oversee management's conduct of the
financial reporting process, the system of internal, financial, and
administrative controls, and the annual independent audit of the Company's
financial statements.

The Audit Committee's role is one of oversight, and recognizes that
management is responsible for preparing the Company's financial statements and
that the external auditor is responsible for auditing those financial
statements.

The Audit Committee is empowered to investigate any matter brought to its
attention with full access to Company records, personnel, facilities, and
outside experts as needed and requested.

MEMBERSHIP
- ----------
- - The Audit Committee will be comprised of at least three directors who are
independent and financially literate as required by SEC Release NASDAQ
34-42331.
- - At least one member must have significant past employment experience in
finance or accounting, relevant professional certification or comparable
experience or background with financial oversight responsibilities, such as
having been a chief financial officer or chief executive officer.

RESPONSIBILITIES
- ----------------
The Audit Committee will fulfill its responsibilities to the Board by:

- - Ensuring accountability of the external auditor to the Board and Audit
Committee by interviewing and recommending to the Board the firm of
external auditors to be appointed as independent auditors of the Company,
and reviewing their qualifications, scope of work, performance, and
professional fees;
- - Approving the external auditor's annual audit plans for the Company;
- - Ensuring receipt from the external auditor of a formal written statement
delineating all relationships between the auditor and the Company, its
directors and management consistent with Independence Standards Board
Standard Number 1;

A-1

- - Discussing any disclosed relationships and their impact on the external
auditor's independence, and recommending any actions to the Board necessary
to satisfy itself of the auditor's independence;
- - Reviewing the results of internal and external audit work performed, the
quality and adequacy of internal controls, and focusing on material and
significant controls issues resulting from audit activities;
- - Follow-up of management's implementation of recommendations made by the
external auditors;
- - Reviewing and approving major changes in accounting policies and practices;
- - Meeting periodically with management to review the Company's major
financial risk exposures;
- - Reviewing the annual audited financial statements, and interim financial
statements, prior to submission to the Board. This includes review,
understanding and approval of significant adjustments, estimates, and
accounting policy changes per the Statement on Audit Standards Number 61
(SAS 61);
- - Provide an independent, direct communication between the Board and external
auditors;
- - Oversee legal and regulatory compliance, and compliance with the Company's
Business Ethics Policy; and

DISCLOSURES
- -----------
The Audit Committee will conform to external disclosure requirements by:

- - Certifying to the National Association Security Dealers as required
regarding the independence and financial literacy of all Audit Committee
members; and
- - Preparing for inclusion in the annual proxy statement, per the Securities
and Exchange Commission requirements, a statement certifying that the
Committee has reviewed and discussed the audited financial statements, and
SAS 61 items as described above.

- -------------------------------------------------------------------------------
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
HAMPSHIRE GROUP, LIMITED FOR ANNUAL MEETING OF STOCKHOLDERS
- -------------------------------------------------------------------------------

The undersigned Stockholder(s) of Hampshire Group, Limited (the "Company"),
having received Notice of the Annual Meeting of Stockholders to be held on May
16, 2002 and the Proxy Statement accompanying such Notice, hereby constitutes
and appoints Ludwig Kuttner and Harvey L. Sperry and each of them, with several
powers of substitution, for and in the name, place and stead of the undersigned,
to attend and vote all shares of common stock of the Company, which the
undersigned would be entitled to vote at the Annual Meeting, to be held at The
University Club, 1 West 54th Street, New York, New York, on May 16, 2002, at
10:00 A.M. and at any and all adjournments thereof, with all power the
undersigned would possess if personally present.

Item 1: Election of six Directors. Nominees: 01 - Ludwig Kuttner; 02 -
Joel Goldberg; 03 - Michael Jackson; 04 - Harvey L. Sperry; 05 -
Eugene Warsaw; and 06 - Peter W. Woodworth.

|_| For all nominees listed above. |_| Withhold authority to vote
for all nominees.
|_| Withhold authority to vote for any individual
nominee _______, _______, _______, _______, _______.
(write numbers of nominee(s) above)

- - - - - - - - - - - - - - - - - (FOLD ON DOTTED LINE) - - - - - - - - - - - - -

Item 2: To ratify the appointment of Deloitte & Touche LLP as the Company's
independent accountants for the fiscal year ending December 31, 2002.

|_| For |_| Against |_| Abstain

This proxy will be voted as directed; but if no direction is indicated
it will be voted FOR the election of the six nominees listed above and
FOR the other proposal.

Number of shares:
---------------------
Dated: , 2002
-----------------
Signature(s)
-----------------------------

-----------------------------
Please sign exactly as name(s) appear(s) on the
stock certificate. For joint accounts, all co-
owners must sign and Executor, Administrators,
Trustees, etc. should so indicate when signing.