

                            HAMPSHIRE GROUP, LIMITED
                       Incorporated Under the Laws of the
                                State of Delaware

                              AMENDED AND RESTATED
                                     BY-LAWS
                                    ARTICLE I
                                     OFFICES

     The registered office of the Corporation in Delaware shall be at 1209
Orange Street, in the City of Wilmington, County of New Castle, in the State of
Delaware, and The Corporation Trust Company shall be the resident agent of this
Corporation in charge thereof. The Corporation may also have such other offices
at such other places, within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the Corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS.

Section 1. Annual Meeting: The annual meeting of stockholders for the election
of directors and the transaction of any other business shall be held on the last
Thursday in July of each year, or as soon after such date as may be practicable,
in such City and State and at such time and place as may be designated by the
Board of Directors, and set forth in the notice of such meeting. If said day be
a legal holiday, said meeting shall be held on the next succeeding business day.
At the annual meeting any business may be transacted and any corporate action
may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute or the Certificate of Incorporation.

Section 2. Special Meetings: Special meetings of the stockholders for any
purpose may be called at any time by the Board of Directors, or by the
President, and shall be called by the President at the request of the
stockholders of a majority of the outstanding shares of capital stock entitled
to vote. Special meetings shall be held at such place or places within or
without the State of Delaware as shall from time to time be designated by the
Board of Directors and stated in the notice of such meeting. At a special
meeting no business shall be transacted and no corporate action shall be taken
other than that stated in the notice of the meeting.

Section 3. Notice of Meetings: Written notice of the time and place of any
stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address as the same appears upon the records of the
Corporation at least ten (10) days but not more than sixty (60) days before the
day of the meeting. Notice of any adjourned meeting need not be given other than
by announcement at the meeting so adjourned, unless otherwise ordered in
connection with such adjournment. Such further notice, if any, shall be given as
may be required by law. Section 4. Quorum: Any number of stockholders, together
holding at least a majority of the capital stock of the Corporation issued and
outstanding and entitled to vote, who shall be present in person or represented
by proxy at any meeting duly called, shall constitute a quorum for the
transaction of all business, except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws.

Section 5. Adjournment of Meetings: If less than a quorum shall attend at the
time for which a meeting shall have been called, the meeting may adjourn from
time to time by a majority vote of the stockholders present or represented by
proxy and entitled to vote, without notice other than by announcement at the
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meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.

Section 6. Voting List: The Secretary shall prepare and make, at least ten days
before every election of directors, a complete list of the stockholders entitled
to vote, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each stockholder. Such list shall be
open at the place where the election is to be held for said ten days, to the
examination of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.

Section 7. Voting: Each stockholder entitled to vote at any meeting may vote
either in person or by proxy, but no proxy shall be voted on after three years
from its date, unless said proxy provides for a longer period. Each stockholder
entitled to vote shall at every meeting of the stockholders be entitled to one
vote for each share of stock registered in his name on the record of
stockholders. At all meetings of stockholders all matters, except as otherwise
provided by statute, shall be determined by a majority vote of the stockholders
present or represented by proxy and entitled to vote. All voting shall be by
ballot.

Section 8. Record Date of Stockholders: The Board of Directors is authorized to
fix in advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose as
a record date for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and, in such case, such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting, and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation, after such record date is fixed as aforesaid.

Section 9. Action Without Meeting: Any action required or permitted to be taken
at any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.
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Section 10. Conduct of Meetings: The Chairman of the Board of Directors or, in
his absence the President or any Vice-President designated by the Chairman of
the Board, shall preside at all regular or special meetings of stockholders. To
the maximum extent permitted by law, such presiding person shall have the power
to set procedural rules, including but not limited to rules respecting the time
allotted to stockholders to speak, governing all aspects of the conduct of such
meetings.

                                   ARTICLE III

                                   DIRECTORS.

Section 1. Number and Qualifications: The directors shall initially be four in
number, and thereafter shall consist of such number as may be fixed from time to
time by resolution of the Board. The directors need not be stockholders.

Section 2. Election of Directors: The directors shall be elected by the
stockholders at the annual meeting of stockholders. If the election of directors
shall not be held on the day designated by the by-laws, the directors shall
cause the same to be held as soon thereafter as may be convenient.

Section 3. Duration of Office: The directors chosen at any annual meeting shall,
except as hereinafter provided, hold office until the next annual election and
until their successors are elected and qualify.

Section 4. Removal and Resignation of Directors: Any director may be removed
from the Board of Directors, with or without cause, by the holders of a majority
of the shares of capital stock entitled to vote, either by written consent or at
any special meeting of the stockholders called for that purpose, and the office
of such director shall forthwith become vacant.

Any director may resign at any time. Such resignation shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless so specified therein.

Section 5. Filing of Vacancies: Any vacancy among the directors, occurring from
any cause whatsoever, may be filled by a majority of the remaining directors,
though less than a quorum, provided, however that the stockholders removing any
director may at the same meeting fill the vacancy caused by such removal, and
provided further, that if the directors fail to fill any such vacancy, the
stockholders may at any special meeting called for that purpose fill such
vacancy. In case of any increase in the number of directors, the additional
directors may be elected by the directors in office prior to such increase.

Any person elected to full a vacancy shall hold office, subject to the right of
removal as hereinbefore provided, until the next annual election and until his
successor is elected and qualifies.

Section 6. Regular Meetings: The Board of Directors shall hold an annual meeting
for the purpose of organization and the transaction of any business immediately
after the annual meeting of the stockholders, provided a quorum of directors is
present. Other regular meetings may be held at such times as may be determined
from time to time by resolution of the Board of Directors.

Section 7. Special Meetings: Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or by the President or by any
two directors at any time.
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Section 8. Notice and Place of Meetings: Meetings of the Board of Directors may
be held at the principal office of the Corporation, or at such place as shall be
stated in the notice of such meeting. Notice of any special meeting, and, except
as the Board of Directors may otherwise determine by resolution, notice of any
regular meeting also, shall be mailed to each director addressed to him at his
residence or usual place of business at least two days before the day on which
the meeting is to be held, or if sent to him at such place by telegraph or
cable, or delivered personally or by telephone, not later than the day before
the day on which the meeting is to be held. No notice of the annual meeting of
directors shall be required if held immediately after the annual meeting of the
stockholders and if a quorum is present.

Section 9. Business Transacted at Meetings, etc.: Any business may be transacted
and any corporate action may be taken at any regular or special meeting of the
Board of Directors at which a quorum shall be present, whether such business or
proposed action be stated in the notice of such meeting or not, unless special
notice of such business or proposed action shall be required by statute.

Section 10. Action Without a Meeting: Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the Board or committee.

Section II. Meetings Through Use of Communications: Equipment: Members of the
Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate of Incorporation or
these By-laws, have the power to participate in a meeting of the Board of
Directors, or any committee, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at the meeting.

Section 13. Quorum: A majority of the Board of Directors at any time in office,
shall constitute a quorum. At any meeting at which a quorum is present, the vote
of a majority of the members present shall be the act of the Board of Directors
unless the act of a greater number is required by law or be the Certificate of
Incorporation or by these By-laws. The members of the Board shall act only as
the Board and the individual members thereof shall not have any powers as such.

Section 14. Compensation: The directors shall not receive any stated salary for
their services as directors, but by resolution of the Board of Directors a fixed
fee and expenses of attendance may be allowed for attendance at each meeting.
Nothing herein contained shall preclude any director from serving the
Corporation in any other capacity, as an officer, agent or otherwise, and
receiving compensation therefor.

Section 15. Liability: No director shall be personally liable to the Corporation
or any stockholder for monetary damages for breach of fiduciary duty as a
director, except for any matter in respect of which such director (A) shall be
liable under Section 174 of the General Corporation Law of the State of Delaware
or any amendment thereto or successor provision thereto, or (B) shall be liable
by reason that, in addition to any and all other requirements for liability, he:

     (i) shall have breached his duty of loyalty to the Corporation or its
stockholders;

     (ii) shall not have acted in good faith or, in failing to act, shall not
have acted in good faith;

     (iii) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law;
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     (iv) shall have derived an improper personal benefit; or

     (v) shall have paid dividends or approved stock purchases or redemptions
that are unlawful under Delaware law.

                                   ARTICLE IV

                                   COMMITTEES.

Section 1. Executive Committee: The Board of Directors may, by resolution passed
by a majority of the whole Board, designate two or more of their number to
constitute an Executive Committee to hold office at the pleasure of the Board,
which Committee shall, during the intervals between meetings of the Board of
Directors, have and exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, subject only to such
restrictions or limitations as the Board of Directors may from time to time
specify, or as limited by the Delaware Corporation Law, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.

Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.

Any person ceasing to be a director shall ipso facto cease to be a member of the
Executive Committee.

Any vacancy in the Executive Committee occurring from any cause whatsoever may
be filled from among the directors by a resolution of a majority of the whole
Board of Directors.

Section 2. Other Committees: Other committees, whose members need not be
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee.

Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.

Section 3. Resignation: Any member of a committee may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified
therein, or, if no time be specified, at the time of its receipt by the
President or Secretary. The acceptance of a resignation shall not be necessary
to make it effective unless so specified therein.

Section 4. Quorum: A majority of the members of a committee shall constitute a
quorum. The act of a majority of the members of a committee present at any
meeting at which a quorum is present shall be the act of such committee. The
members of a committee shall act only as a committee, and the individual members
thereof shall have no powers as such.

Section 5. Record of Proceedings, etc.: Each committee shall keep a record of
its acts and proceedings, and shall report the same to the Board of Directors
when and as required by the Board of Directors.

Section 6. Organization, Meetings, Notices, etc.: A committee may hold its
meetings at the principal office of the Corporation, or at any other place which
a majority of the committee may at any time agree upon. Each committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings. Unless otherwise ordered by the Executive Committee,
any notice of a meeting of such committee may be given by the Secretary or by
the Chairman of the committee and shall be sufficiently given if mailed to each
member at his residence or usual place of business at least two days before the
day on which the meeting is to be held, or if sent to him at such place by
telegraph or cable, or delivered personally or by telephone not later than 24
hours prior to the time at which the meeting is to be held.
<PAGE>
Section 7. Compensation: The members of any committee shall be entitled to such
compensation as may be allowed them by resolution of the Board of Directors,

                                    ARTICLE V

                                    OFFICERS.

Section 1. Number: The officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice-Presidents, a Secretary and a Treasurer,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V.

Section 2. Election, Term of Office and Qualifications: The officers, except as
provided in Section 3 of this Article V, shall be chosen annually by the Board
of Directors. Each such officer shall, except as herein otherwise provided, hold
office until his successor shall have been chosen and shall qualify. The
Chairman of the Board of Directors shall be a director of the Corporation, and
should the Chairman of the Board of Directors cease to be a director, he shall
ipso facto cease to be such officer. Except as otherwise provided by law, any
number of offices may be held by the same person.

Section 3. Other Officers: Other officers, including, but not limited to, one or
more additional vice-presidents, assistant secretaries or assistant treasurers,
may from time to time be appointed by the Board of Directors, which other
officers shall have such powers and perform such duties as may be assigned to
them by the Board of Directors or the officer or committee appointing them.

Section 4. Removal of Officers: Any officer of the Corporation may be removed
from office, with or without cause, by a vote of a majority of the Board of
Directors.

Section 5. Resignation: Any officer of the Corporation may resign at any time.
Such resignation shall be in writing and shall take effect at the time specified
therein, and if no time be specified, at the time of its receipt by the
President or Secretary. The acceptance of a resignation shall not be necessary
in order to make it effective, unless so specified therein.

Section 6. Filling of Vacancies: A vacancy in any office shall be filled by the
Board of Directors or by the authority appointing the predecessor in such
office.

Section 7. Compensation: The compensation of the officers shall be fixed by the
Board of Directors, or by any committee upon whom power in that regard may be
conferred by the Board of Directors.

Section 8. Chairman of the Board of Directors: The Chairman of the Board of
Directors shall be a director and shall preside at all meetings of the Board of
Directors at which he shall be present, and shall have such power and perform
such duties as may from time to time be assigned to him by the Board of
Directors. He shall have power to call special meetings of the stockholders or
of the Board of Directors or of the Executive Committee at any time. The
Chairman of the Board of Directors shall, at the request of the President or in
his absence, or in case of his inability to perform his duties from any cause,
perform the duties of the President, and, when so acting, shall have all the
powers of, and be subject to all restrictions upon, the President, and shall
have the power to execute documents in the name of and on behalf of the
Corporation.

Section 9. President: The President shall, when present, preside at all meetings
of the stockholders, and, in the absence of the Chairman of the Board of
Directors, at meetings of the Board of Directors. He shall be the chief
executive officer of the Corporation, and shall have the general direction of
the business, affairs and property of the Corporation, and of its several
officers, and shall have and exercise all such powers and discharge such duties
as usually pertain to the office of President.
<PAGE>
Section 10 Vice-Presidents: The Vice-Presidents, or any of them, shall, subject
to the direction of the Board of Directors, at the request of the President or
in his absence, or in case of his inability to perform his duties from any
cause, perform the duties of the President, and, when so acting, shall have all
the powers of, and be subject to all restrictions upon, the President. The
Vice-Presidents shall also perform such other duties as may be assigned to them
by the Board of Directors, and the Board of Directors may determine the order of
priority among them.

Section 11. Secretary: The Secretary shall perform such duties as are incident
to the office of Secretary, or as may from time to time be assigned to him by
the Board of Directors, or as are prescribed by these By-laws.

Section 12. Treasurer: The Treasurer shall perform such duties and have powers
as are usually incident to the office of Treasurer or which may be assigned to
him by the Board of Directors.

                                   ARTICLE VI

                                 CAPITAL STOCK.

Section 1. Issue of Certificates of Stock: Certificates of capital stock shall
be in such form as shall be approved by the Board of Directors. They shall be
numbered in the order of their issued and shall be signed by the Chairman of the
Board of Directors, the President or one of the Vice-Presidents, and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and the seal of the Corporation or a facsimile thereof shall be impressed or
affixed or reproduced thereon, provided, however, that where such certificates
are signed by a transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the Corporation and a registrar, the signature of any
such Chairman of the Board of Directors, President, Vice-President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer may be facsimile. In case
any officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon have not ceased
to be such officer or officers of the Corporation.

Section 2. Registration and Transfer of Shares: The name of each person owning a
share of the capital stock of the Corporation shall be entered on the books of
the Corporation together with the number of shares held by him, the numbers of
the certificates covering such shares and the date of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment of power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer.

The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.

Section 3. Lost, Destroyed and Mutilated: Certificates: The holder of any stock
of the Corporation shall immediately notify the Corporation of any loss, theft,
destruction or mutilation of the certificates therefor. The Corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
<PAGE>
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.

                                   ARTICLE VII

                            DIVIDENDS, SURPLUS, ETC.

Section 1. General Discretion of Directors: The Board of Directors shall have
power to fix and vary the amount to be set aside or reserved as working capital
of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared in dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends.


                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS.

Section 1. Fiscal Year: The fiscal year of the Corporation shall commence on the
first day of January and end on the thirty-first day of December.

Section 2. Corporate Seal: The corporate seal shall be in such form as approved
by the Board of Directors and may be altered at their pleasure. The corporate
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.

Section 3. Notices: Except as otherwise expressly provided any notice required
by these By-laws to be given shall be sufficient if given by depositing the same
in a post-office or letter box in a sealed post-paid wrapper addressed to the
person entitled thereto at his address, as the same appears upon the books of
the Corporation, or by telegraphing or cabling the same to such person at such
addresses; and such notice shall be deemed to be given at the time it is mailed,
telegraphed or cabled.

Section 4. Waiver of Notice: Any stockholder or director may at any time, by
writing or by telegraph or by cable, waive any notice required to be given under
these By-laws, and if any stockholder or director shall be present at any
meeting his presence shall constitute a waiver of such notice.

Section 5. Checks, Drafts, etc.: All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner, as shall from time to time be designated by
resolution of the Board of Directors.

Section 6. Deposits: All funds of the Corporation shall be deposited from time
to time to the credit of the Corporation in such bank or banks, trust companies
or other depositories as the Board of Directors may select, and, for the purpose
of such deposit, checks, drafts, warrants and other orders for the payment of
money which are payable to the order of the Corporation, may be endorsed for
deposit, assigned and delivered by any officer of the Corporation, or by such
agents of the Corporation as the Board of Directors or the President may
authorize for that purpose.

Section 7. Voting Stock of Other Corporations: Except as otherwise ordered by
the Board of Directors or the Executive Committee, the President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend and to act and to vote at any meeting of the stockholders of any
Corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting, and at any
such meeting the President or the Treasurer or the holder of any such proxy, as
the case may be, shall possess and may exercise any and all rights and powers
incident to ownership of such stock and which, as owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors or the
Executive Committee may from time to time confer like powers upon any other
person or persons.
<PAGE>
Section 8. Indemnification of Officers and Directors: The Corporation shall
indemnify any and all of its directors or officers, including former directors
or officers, and any employee, who shall serve as an officer or director of any
Corporation at the request of this Corporation, to the fullest extent permitted
under and in accordance with the laws of the State of Delaware.

                                   ARTICLE IX

                                   AMENDMENTS.

The Board of Directors shall have the power to make, rescind, alter, amend and
repeal these By-laws, provided, however, that the stockholders shall have power
to rescind, alter, amend or repeal any by-laws made by the Board of Directors,
and to enact by-laws which if so expressed shall not be rescinded, altered,
amended or repealed by the Board of Directors. No change of the time or place
for the annual meeting of the stockholders for the election of directors shall
be made except in accordance with the laws of the State of Delaware.


DATED:           May 5, 1992

