<SUBMISSION>
<ACCESSION-NUMBER>0000887150-03-000012
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20031023
<ITEMS>2
<FILING-DATE>20031023
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HAMPSHIRE GROUP LTD
<CIK>0000887150
<ASSIGNED-SIC>2253
<IRS-NUMBER>060967107
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-20201
<FILM-NUMBER>03953851
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>215 COMMERCE BLVD
<STREET2>PO BOX 2667
<CITY>ANDERSON
<STATE>SC
<ZIP>29625
<PHONE>8642256232
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>215 COMMERCE BLVD
<STREET2>PO BOX 2667
<CITY>ANDERSON
<STATE>SC
<ZIP>29625
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8ksalehil.txt
<DESCRIPTION>MAIN BODY
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 8, 2003




                            HAMPSHIRE GROUP, LIMITED
 ------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




           DELAWARE                   000-20201                 06-0967107
 -----------------------------       -----------           ------------------
  (STATE OR OTHER JURISDICTION       (COMMISSION           (I.R.S. EMPLOYER
        OF INCORPORATION)            FILE NUMBER)          IDENTIFICATION NO.)



          215 Commerce Boulevard,
          Anderson, South Carolina                             29625
    ----------------------------------------                 ----------
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)



                                 (864) 225-6232
               --------------------------------------------------
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE


<PAGE>
Item 2. Acquisition and Disposition of Assets.

On October 8, 2003, Hampshire Investments, Limited ("HIL"), a subsidiary of
Hampshire, Group, Limited ("HGL"), sold certain assets to K Holdings, L. L. C.,
a company controlled by Ludwig Kuttner, Chairman and Chief Executive Officer of
HGL, for a purchase price of 250,000 shares of HGL common stock. Immediately
after this sale, HGL sold all of the outstanding shares of capital stock of HIL
to an investor group including Mr. Kuttner, Peter Woodworth, a Director of HGL,
and Charles Clayton, Treasurer of HGL, for a purchase price of 450,000 shares of
HGL. The assumed fair market value of the HGL common stock received in the two
transactions was $23,905,000 using a price of $34.15 per share, as reported by
NASDAQ at the market close of October 7, 2003, the trading day prior to the date
on which the transactions were consummated.

The transactions referred to above were negotiated on behalf of the Company by a
Special Committee of the Board of Directors of HGL which had been formed to
consider a possible sale of HIL and approved by Board of Directors. The Special
Committee retained independent counsel and Shattuck Hammond Partners L.L.C. as
its independent financial advisor ("Shattuck Hammond"). Shattuck Hammond
rendered an opinion to the Special Committee that the consideration for the
assets and the HIL stock was fair to HGL, from a financial point of view.

Copies of the Asset Purchase Agreement relating to the sale of assets of HIL and
the Stock Purchase Agreement relating to the stock of HIL are filed as Exhibits
10.4 and 10.5 hereto, and are incorporated herein by reference. A copy of the
press release issued by HGL on October 8 is filed as Exhibit 99.2 and
incorporated herein by reference.

Item 7. Financial Statements and Exhibits

(a)  None

(b) Pro forma financial information:
    Pursuant to paragraph (b) (1) of Form 8-K, Hampshire Group, Limited is
    furnishing pro forma financial information in Exhibit 99.1, incorporated
    herein by reference.

(c) Exhibits

     Exhibit 10.4 - Asset Purchase Agreement dated October 8, 2003 by and
     between Hampshire Investments, Limited and K Holdings, L. L. C.

     Exhibit 10.5 - Stock Purchase Agreement dated October 8, 2003 by and
     between Hampshire Group, Limited and Ludwig Kuttner, Peter Woodworth, and
     Charles Clayton.

     Exhibit 99.1 - Hampshire Group, Limited pro forma unaudited condensed
     consolidated financial statements at and for the six months ended June 28,
     2003 and pro forma unaudited condensed consolidated statement of income for
     the year ended December 31, 2002.

     Exhibit 99.2 - Hampshire Group, Limited Press Release dated October 8,
     2003.

                                      -2-

<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 hereunto duly authorized.

                                          Hampshire Group, Limited

Date: October 23, 2003                    By: /s/ William W. Hodge
----------------------                    -------------------------
                                          William W. Hodge
                                          Vice President
                                          and Chief Financial Officer

                                      -3-
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.                               Description
-----------             -----------------------------------------------------
  10.4                  Asset Purchase Agreement dated October 8, 2003 by and
                        between Hampshire Investments, Limited and
                        K Holdings, L. L. C.

  10.5                  Stock Purchase Agreement dated October 8, 2003 by and
                        between Hampshire Group, Limited and Ludwig Kuttner,
                        Peter Woodworth, and Charles Clayton.

  99.1                  Hampshire Group, Limited unaudited consolidated pro
                        forma condensed financial statements at and for the six
                        months ended June 28, 2003 and pro forma unaudited
                        condensed consolidated statement of income for the year
                        ended December 31, 2002.

  99.2                  Hampshire Group, Limited  Press Release dated
                        October 8, 2003





                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>apagree104.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
                                                                  Exhibit 10.4

                            ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October 8,
2003, by and between Hampshire Investments, Limited, a corporation organized
under the laws of the State of Delaware ("Seller"), and K Holdings, LLC, a
limited liability company organized under the laws of the State of Delaware
("Buyer").

                                    RECITALS


     WHEREAS, Seller has determined to dispose of the assets specified on Annex
A hereto (the "Purchased Assets");

     WHEREAS, Seller desires to sell the Purchased Assets to Buyer, and Buyer
desires to purchase the Purchased Assets from Seller, on the terms and subject
to the conditions set forth herein; and

     WHEREAS, Buyer is the owner of 250,000 shares of common stock, par value
$0.10 per share, of Hampshire Group, Limited (the "HGL Shares"), which shares
shall be transferred to Seller as consideration for the Purchased Assets.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

1.       DEFINITIONS

     For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1:

     "Buyer" shall have the meaning given to such term in the first paragraph of
this Agreement.

     "Closing" shall have the meaning given to such term in Section 2.3.

     "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien, security interest, charge, preference,
participation interest, priority or security agreement.

     "Person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union or other entity.

                                      -1-
<PAGE>
     "Seller" has the meaning given to such term in the first paragraph of this
Agreement.

2.   PURCHASE AND SALE; ASSUMED LIABILITIES; CLOSING

     2.1. PURCHASE AND SALE. On the terms and subject to the conditions hereof,
(a) Buyer hereby purchases and accepts from Seller and Seller hereby sells,
assigns, transfers and conveys to Buyer, the Purchased Assets, free and clear of
any Liens; and (b) as consideration for the Purchased Assets, Buyer hereby
sells, assigns, transfers and conveys the HGL Shares to Seller.

     2.2. ASSUMED LIABILITIES. Buyer hereby assumes, and from and after the
Closing, shall perform, pay, satisfy, honor and discharge when due those
liabilities, obligations and commitments of Seller listed on Annex B hereto (the
"Assumed Liabilities"). Buyer shall not assume any other liabilities,
obligations or commitments of Seller other than the Assumed Liabilities.

     2.3. CLOSING. The closing of the purchase and sale of the Purchased Assets
provided for in this Agreement (the "Closing") will take place at the offices of
Kronish Lieb Weiner & Hellman LLP, 1114 Avenue of the Americas, New York, New
York 10036, at such time as:

          (a) Buyer delivers to Seller certificates representing the HGL Shares,
     duly endorsed (or accompanied by duly executed stock powers), for transfer
     to Seller; and

          (b) Each of Seller and Buyer execute and deliver all such instruments,
     documents and certificates as may be reasonably requested by the other
     party to consummate the transactions contemplated by this Agreement.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyer as follows:

     3.1. ORGANIZATION AND GOOD STANDING. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with full corporate power and authority to execute and deliver this
Agreement and perform and consummate the transactions contemplated hereby.

     3.2. AUTHORITY. The execution and delivery of this Agreement by Seller and
the performance by Seller of its obligations hereunder have been duly authorized
by all necessary action by Seller. This Agreement has been duly executed and
delivered by Seller and constitutes a valid and binding obligation of Seller
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

                                      -2-
<PAGE>
     3.3. TRANSFER OF TITLE TO PURCHASED ASSETS. Upon transfer of the HGL Shares
to Seller in accordance with the terms hereof, Seller will have transferred to
Buyer all of its right, title and interest in and to the Purchased Assets and
risk of loss to the Purchased Assets shall pass to Buyer as of 9:00 A.M., New
York time on October 8, 2003.

     3.4. NO CONFLICTS. The execution and delivery of this Agreement by Seller
and the performance by Seller of its obligations hereunder will not (a) result
in a violation of Seller's certificate of incorporation or bylaws, each as
amended to date, (b) result in a violation of any law, judgment or order
applicable to Seller, (c) conflict with, result in a breach of, or constitute a
default, or give rise to any right of termination, acceleration or cancellation,
under any material contract to which Seller is a party or (d) result in the
creation or imposition of any Lien upon the Purchased Assets. Except as set
forth on Schedule 3.4, no consents, waivers or approvals of parties to any
material contract to which Seller is a party are required in connection with the
transactions contemplated hereby.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Seller as follows:

     4.1. ORGANIZATION AND GOOD STANDING. Buyer is a limited liability
corporation duly organized, validly existing and in good standing under the laws
of the state of its organization, with full power and authority to execute and
deliver this Agreement and perform and consummate the transactions contemplated
hereby.

     4.2. AUTHORITY. The execution and delivery of this Agreement by Buyer and
the performance by Buyer of its obligations hereunder have been duly authorized
by all necessary action by Buyer. This Agreement has been duly executed and
delivered by Buyer and constitutes a valid and binding obligation of Buyer
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

     4.3. NO CONFLICTS. The execution and delivery of this Agreement by Buyer
and the performance by Buyer of its obligations hereunder will not (a) result in
a violation of such Buyer's organizational documents, (b) result in a violation
of any law, judgment or order applicable to Buyer, (c) conflict with, result in
a breach of, or constitute a default, or give rise to any right of termination,
acceleration or cancellation, under any material contract to which Buyer is a
party or (d) result in the creation or imposition of any Lien upon the HGL
Shares to be delivered by Buyer to Seller pursuant to this Agreement. No
consents, waivers or approvals of parties to any material contract to which
Buyer is a party are required in connection with the transactions contemplated
hereby.

     4.4. BUYER'S OWNERSHIP OF HGL SHARES. Buyer beneficially owns the HGL
Shares, free and clear of all Liens.

                                      -3-
<PAGE>
5. GENERAL PROVISIONS

     5.1. BUYER ACKNOWLEDGEMENT. Buyer hereby acknowledges that Seller makes no
express or implied representations or warranties whatsoever with respect to (a)
the Purchased Assets, which are being transferred to it on an "AS IS, WHERE IS"
basis, i.e., without representations or warranties regarding value, condition of
use, merchantability or fitness for a particular purpose or (b) the liabilities
relating to the Purchased Assets. Buyer hereby further acknowledges that it is
relying on its own familiarity with the Purchased Assets and the related
liabilities in making its decision to purchase the Purchased Assets and assume
the Assumed Liabilities and Buyer will not have any recourse against Seller
after the Closing by way of indemnification rights or claims for damages or
otherwise for any matter whatsoever relating to the Purchased Assets or the
Assumed Liabilities (other than a breach of the representation made by Seller in
Section 3.3 hereof).

     5.2. EXPENSES. Except as otherwise expressly provided in this Agreement,
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated thereby, including all fees and expenses of
agents, representatives, counsel, and accountants.

     5.3. PUBLIC ANNOUNCEMENTS. Any public announcement or similar publicity
with respect to this Agreement or the transactions contemplated hereby will be
issued at such time and in such manner as Seller determines. Unless consented to
by Seller in advance or required by applicable law, prior to Seller's public
announcement of the Closing, Buyer shall, and shall cause each of its affiliates
to, keep this Agreement strictly confidential and may not make any disclosure of
this Agreement to any Person.

     5.4. NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by fax (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service, in
each case to the appropriate addresses and fax numbers set forth below (or to
such other addresses and fax numbers as a party may designate by notice to the
other parties):

Seller:          Hampshire  Investments,  Limited - Hampshire  Group, Limited
                 Special Committee of the Board of Directors
                 605 Park Avenue
                 Apartment 9D
                 New York, New York 10021
                 Attention:  Irwin Winter
                 Facsimile: (212) 734-4045

                                      -4-
<PAGE>
with a copy to:  Kronish Lieb Weiner & Hellman LLP
                 1114 Avenue of the Americas
                 New York, N.Y. 10036
                 Attention:  Malcolm  I.  Ross,  Esq.  and  Scott  L.
                 Kaufman, Esq.
                 Facsimile No.: (212) 479-6275

Buyer:           Ludwig Kuttner, President
                 627/712 Plank Road
                 Keene, Virginia 22946
                 Facsimile No.: (434) 293-5721

with a copy to:  Willkie Farr & Gallagher LLP
                 767 Seventh Avenue, 39th Floor
                 New York, New York 10019
                 Attention:  Steven J. Gartner, Esq.
                 Facsimile No.: (212) 728-8111

     5.5. GOVERNING LAW. This Agreement will be governed by the laws of the
State of New York without regard to conflicts of laws principles.

     5.6. FURTHER ASSURANCES. The parties agree, to the extent commercially
reasonable, (a) to furnish upon request to each other such further information,
(b) to execute and deliver to each other such other documents, and (c) to do
such other acts and things, as may reasonably be requested for the purpose of
carrying out the intent of this Agreement and the transactions contemplated
hereby.

     5.7. WAIVER. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege.

     5.8. ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of this Agreement
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement executed by the parties.

     5.9. ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. Neither Seller nor
Buyer may assign any of its rights under this Agreement without the prior
consent of the other party. Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement.

                                      -5-
<PAGE>
     5.10. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable through arbitration or otherwise, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

     5.11. SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

     5.12. ARBITRATION. Any dispute or controversy arising under, out of, in
connection with, or in relation to this Agreement or any breach of this
Agreement shall be determined and settled by arbitration in New York, New York,
by a panel of three arbitrators in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. Any award rendered
therein shall be final and binding upon the parties thereto, provided, however,
that each of the parties shall bear its own legal fees and expenses.

     5.13. COUNTERPARTS. This Agreement may be executed via facsimile and in one
or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]
                                      -6-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.



K HOLDINGS, LLC:                      HAMPSHIRE INVESTMENTS, LIMITED:





By:  /s/ Ludwig Kuttner               By:   /s/ Susan C. Chu
----------------------------          ---------------------------------
Name: Ludwig Kuttner                  Name:  Susan C. Chu
Title: Managing Member                Title:  Vice President


                                      -7-
<PAGE>
                                     ANNEX A

                                Purchased Assets

1.   Those certain apartments located at 33 West 67th Street, Apts. 4RE and 4RW,
     New York, NY 10023.

2.   That certain real property (known as the Terraces Building) located at
     100-108 West Main Street, Charlottesville, VA 22902 (Tax Map 28, parcel
     19).

3.   That certain real property (known as the Terraces Building Parking Lot)
     located adjacent to the Terraces Building.

4.   102.200 shares of the common stock of Bonton Music a.s., a corporation
     incorporated under the laws of the Czech Republic.

5.   102.200 shares of the common stock of Bonton Pictures a.s., a corporation
     incorporated under the laws of the Czech Republic.

6.   102.200 shares of the common stock of Bonton Book a.s., a corporation
     incorporated under the laws of the Czech Republic.

7.   204.400 shares of the common stock of Bonton a.s., a corporation
     incorporated under the laws of the Czech Republic.

8.   51.100 shares of the common stock of Bonton Discs a.s., a corporation
     incorporated under the laws of the Czech Republic.

9.   102.200 shares of the common stock of Bonton Film Entertainment a.s., a
     corporation incorporated under the laws of the Czech Republic.

10.  15,938 shares of Einbecker Brauhaus a.g., a corporation incorporated under
     the laws of the Czech Republic.


                                      -8-
<PAGE>

                                     ANNEX B

                               Assumed Liabilities

1.   Security deposits and prepaid rents in the amount of $89,288.00 related to
     the Terraces Building.

2.   All contractual obligations relating to the Purchased Assets.

















                                      -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>spa105.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
                                                                Exhibit 10.5


                            STOCK PURCHASE AGREEMENT


     THIS AGREEMENT ("Agreement") is made as of October 8, 2003, by and between
Hampshire Group, Limited, a corporation organized under the laws of the State of
Delaware ("Seller"), and each individual listed on Annex A to this Agreement
(each a "Buyer" and together, "Buyers").

                                    RECITALS

     WHEREAS, Seller owns all of the issued and outstanding shares of capital
stock (the "HIL Shares") of Hampshire Investments, Limited (the "HIL");

     WHEREAS, HIL primarily holds real estate property and other investments;

     WHEREAS, Seller has determined to dispose of HIL because of its desire to
divest itself of the real estate properties and business conducted by HIL;

     WHEREAS, Seller was represented in the negotiation of such divestiture by a
special committee of its Board of Directors composed entirely of independent
directors;

     WHEREAS, the Board of Directors of the Seller desires for Seller to sell
the HIL Shares to Buyers, and Buyers desire to purchase the HIL Shares from
Seller, on the terms and subject to the conditions set forth herein; and

     WHEREAS, Buyers are the respective owners of the shares of issued and
outstanding common stock, par value $0.10 per share, of Seller (the "Seller
Common Stock") listed after their names on Annex A hereto, representing an
aggregate of 450,000 shares, which shares shall be transferred to Seller in
exchange for the HIL Shares.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

1.   DEFINITIONS

     For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1:

     "Buyer" shall have the meaning given to such term in the first paragraph of
this Agreement.

     "Buyers" shall have the meaning given to such term in the first paragraph
of this Agreement.
<PAGE>
     "Closing" shall have the meaning given to such term in Section 2.2.

     "Closing Date" shall have the meaning given to such term in Section 2.2.

     "HIL Shares" has the meaning given to such term in the Recitals of this
Agreement.

     "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien, security interest, charge, preference,
participation interest, priority or security agreement.

     "Person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union or other entity.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor law, and regulations and rules issued pursuant to the Securities Act
or any successor law.

     "Seller" has the meaning given to such term in the first paragraph of this
Agreement.

2.   PURCHASE AND SALE OF HIL SHARES; CLOSING

     2.1. PURCHASE AND SALE OF HIL SHARES. On the terms and subject to the
conditions hereof, (a) Seller hereby sells, assigns, transfers and conveys the
HIL Shares, free and clear of any Liens, to Buyers in the respective amounts
listed after their names on Annex A hereto, and Buyers hereby purchase and
accept the HIL Shares from Seller; and (b) each Buyer hereby sells, assigns,
transfers and conveys the respective number of shares of Seller Common Stock
listed after such Buyer's name on Annex A hereto.

     2.2. CLOSING. The purchase and sale (the "Closing") provided for in this
Agreement will take place at the offices of Willkie Farr & Gallagher LLP, 787
Seventh Avenue, New York, New York 10019, at such time (the "Closing Date") as:

     (a) Seller delivers to Buyers certificates representing the HIL Shares,
duly endorsed (or accompanied by duly executed stock powers), for transfer to
Buyers, or otherwise in Buyers' names; and

     (b) Each Buyer delivers to Seller the number of shares of Seller Common
Stock listed after such Buyer's name on Annex A hereto, by delivery of
certificates representing such shares, duly endorsed (or accompanied by duly
executed stock powers), for transfer to Seller, or otherwise causes such shares
to be transferred to Seller.

                                      -2-
<PAGE>

3.   REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyers as follows:

     3.1. ORGANIZATION AND GOOD STANDING. Each of Seller and HIL is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Seller has full corporate power and authority to
execute and deliver this Agreement and perform and consummate the transactions
contemplated hereby.

     3.2. AUTHORITY. The execution and delivery of this Agreement by Seller and
the performance of Seller's obligations hereunder have been duly authorized by
all necessary action by Seller. This Agreement has been duly executed and
delivered by Seller and constitutes a valid and binding obligation of Seller
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

     3.3. CAPITALIZATION. Immediately prior to the Closing, the authorized
capital stock of HIL will consist of 1,000 shares of common stock, $0.01 par
value per share, of which 1,000 shares are issued and outstanding. Upon
consummation of the transactions contemplated hereby, Buyers will acquire good
and valid title to all issued and outstanding shares of HIL.

     3.4. OWNERSHIP OF HIL SHARES. Seller beneficially owns the HIL Shares free
and clear of all Liens.

     3.5. NO CONFLICTS. The execution and delivery of this Agreement by Seller
and the performance of Seller's obligations hereunder will not (a) result in a
violation of Seller's certificate of incorporation or bylaws, each as amended to
date, (b) result in a violation of any law, judgment or order applicable to
Seller, (c) conflict with, result in a breach of, or constitute a default, or
give rise to any right of termination, acceleration or cancellation, under any
material contract to which Seller is a party or (d) result in the creation or
imposition of any Lien upon the HIL Shares. No consents, waivers or approvals of
parties to any material contract to which Seller is a party are required in
connection with the transactions contemplated hereby.

4.   REPRESENTATIONS AND WARRANTIES OF BUYERS

     Each Buyer represents and warrants to Seller as follows:

     4.1. AUTHORITY. The execution and delivery of this Agreement by Buyer and
the performance of Buyer's obligations hereunder have been duly authorized by
all necessary action by Buyer. This Agreement has been duly executed and
delivered by Buyer and constitutes a valid and binding obligation of Buyer
enforceable in accordance with its terms, except as may be limited by general
principles of equity and subject to applicable bankruptcy, insolvency,
moratorium or similar laws of general application related to or affecting
creditors' rights.

                                      -3-
<PAGE>

     4.2. SECURITIES ACT REPRESENTATIONS. Buyer understands that the issuance to
Buyer of the HIL Shares as contemplated hereby is intended to be exempt from
registration under the Securities Act. Buyer is not intending to, and will not
offer or distribute the HIL Shares acquired hereunder or any interest therein
except in compliance with the Securities Act. Buyer has sufficient knowledge and
experience in financial and business matters so as to be capable of evaluating
the merits and risks of its investment in the HIL Shares and Buyer is capable of
bearing the economic risks of such investment, including a complete loss
thereof. Buyer has been given the opportunity to ask questions of and receive
answers from Seller concerning Seller, HIL and the HIL Shares. Buyer has been
furnished with all information it deems necessary or desirable to evaluate the
merits and risks of the acquisition of the HIL Shares and Seller has made
available to Buyer or its agents all documents and information relating to an
investment in the HIL Shares requested by or on behalf of Buyer. In evaluating
the suitability of an investment in the HIL Shares, Buyer has not relied upon
any representations (other than the representations and warranties of Seller
contained herein) or other information (other than as contemplated by the
preceding sentences), whether oral or written, made by or on behalf of Seller.
Buyer is an "accredited investor" as such term is defined in Regulation D under
the Securities Act.

     4.3. NO CONFLICTS. The execution and delivery of this Agreement by Buyer
and the performance of Buyer's obligations hereunder will not (a) result in a
violation of such Buyer's organizational documents (if such Buyer is a
corporation, limited liability company, partnership or other entity), (b) result
in a violation of any law, judgment or order applicable to Buyer, (c) conflict
with, result in a breach of, or constitute a default, or give rise to any right
of termination, acceleration or cancellation, under any material contract to
which Buyer is a party or (d) result in the creation or imposition of any Lien
upon the shares of Seller Common Stock to be delivered by Buyer to Seller
pursuant to this Agreement. No consents, waivers or approvals of parties to any
material contract to which Buyer is a party are required in connection with the
transactions contemplated hereby.

     4.4. BUYERS' OWNERSHIP OF SELLER COMMON STOCK. Each Buyer beneficially owns
the number of shares of Seller Common Stock listed after his name on Annex A
hereto, free and clear of all Liens.

5.   GENERAL PROVISIONS

     5.1. TAX INDEMNIFICATION. Seller shall indemnify HIL, its subsidiaries, and
each Buyer, and hold them harmless from and against without duplication, any
loss, claim, liability, expense, or other damage attributable to (i) all income
taxes (or the non-payment thereof) of HIL and its subsidiaries for all taxable
periods ending on or before the Closing Date and the portion through the end of
the Closing Date for any taxable period that includes (but does not end on) the
Closing Date and (ii) all income taxes of any member of an affiliated,
consolidated, combined or unitary group of which HIL or any of its subsidiaries
(or any predecessor of any of the foregoing) is or was a member on or prior to
the Closing Date, including pursuant to Treasury Regulation ss.1.1502-6 or any
analogous or similar state, local, or foreign law or regulation.

                                      -4-
<PAGE>
     5.2. BUYER ACKNOWLEDGEMENT. Each Buyer hereby acknowledges that Seller
makes no express or implied representations or warranties whatsoever (x) with
respect to the business, financial condition, results of operations or prospects
(including probable success or profitability after the Closing) of HIL and its
subsidiaries or (y) the assets, whether real, personal or mixed, owned directly
or indirectly by HIL, which are being indirectly transferred to it on an "AS IS,
WHERE IS" basis, i.e., without representations or warranties regarding value,
condition of use, merchantability or fitness for a particular purpose or (z) the
liabilities of HIL which relate directly or indirectly to such HIL assets. Each
Buyer hereby further acknowledges he or she is relying on his or her own
familiarity with HIL and its direct and indirect assets and liabilities in
making his or her decision to purchase the HIL Shares and no Buyer will have any
recourse against Seller after the Closing, by way of indemnification rights or
claims for damages or otherwise for any matter whatsoever relating to HIL or its
direct or indirect assets or liabilities (other than a breach of the
representation made by Seller in Section 3.4 hereof and as set forth in Section
5.1).

     5.3. EXPENSES. Except as otherwise expressly provided in this Agreement,
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution and performance of this Agreement and
the transactions contemplated thereby, including all fees and expenses of
agents, representatives, counsel, and accountants.

     5.4. PUBLIC ANNOUNCEMENTS. Any public announcement or similar publicity
with respect to this Agreement or the transactions contemplated hereby will be
issued at such time and in such manner as Seller determines. Unless consented to
by Seller in advance or required by applicable law, prior to Seller's public
announcement of the Closing, each Buyer shall, and shall cause each of its
affiliates to, keep this Agreement strictly confidential and may not make any
disclosure of this Agreement to any Person.

     5.5. NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by fax (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service, in
each case to the appropriate addresses and fax numbers set forth below (or to
such other addresses and fax numbers as a party may designate by notice to the
other parties):

Seller:                  Hampshire Group, Limited
                         Special Committee of the Board of Directors
                         605 Park Avenue
                         Apartment 9D
                         New York, New York 10021
                         Attention:  Irwin Winter
                         Facsimile: (212) 734-4045

                                      -5-
<PAGE>
with a copy to:          Kronish Lieb Weiner & Hellman LLP
                         1114 Avenue of the Americas
                         New York, N.Y. 10036
                         Attention:  Malcolm  I.  Ross,  Esq.  and  Scott  L.
                         Kaufman, Esq.
                         Facsimile No.: (212) 479-6275


Buyer:                   Ludwig Kuttner, President
                         627/712 Plank Road
                         Keene, Virginia 22946
                         Facsimile No.: (434) 293-5721


with a copy to:          Willkie Farr & Gallagher LLP
                         767 Seventh Avenue, 39th Floor
                         New York, New York 10019
                         Attention:  Steven J. Gartner, Esq.
                         Facsimile No.: (212) 728-8111

     5.6. GOVERNING LAW. This Agreement will be governed by the laws of the
State of Delaware without regard to conflicts of laws principles.

     5.7. FURTHER ASSURANCES. The parties agree, to the extent commercially
reasonable, (a) to furnish upon request to each other such further information,
(b) to execute and deliver to each other such other documents, and (c) to do
such other acts and things, as may reasonably be requested for the purpose of
carrying out the intent of this Agreement and the transactions contemplated
hereby.

     5.8. WAIVER. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege.

     5.9. ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter and
constitutes a complete and exclusive statement of the terms of this Agreement

                                      -6-
<PAGE>
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement executed by the parties.

     5.10. ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. Neither the
Seller, on the one hand, nor any of the Buyers, on the other hand, may assign
any of its rights under this Agreement without the prior consent of the other
party. Subject to the preceding sentence, this Agreement will apply to, be
binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties. Nothing expressed or referred to in this
Agreement will be construed to give any Person other than the parties to this
Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement.

     5.11. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable through arbitration or otherwise, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

     5.12. SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

     5.13. ARBITRATION. Any dispute or controversy arising under, out of, in
connection with, or in relation to this Agreement or any breach of this
Agreement shall be determined and settled by arbitration in New York, New York,
by a panel of three arbitrators in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect. Any award rendered
therein shall be final and binding upon the parties thereto, provided, however,
that each of the parties shall bear its own legal fees and expenses.

     5.14. DEFENSE OF CLAIMS.

     (a)  Seller shall indemnify, defend and hold harmless Buyers from and
          against any and all losses, damages, amounts paid in settlement,
          judgments and fees and expenses of counsel (including fees and
          expenses relating to defense of any Proceedings) resulting from or
          arising out of any claim, action, suit or proceeding ("Proceedings")
          threatened or commenced by any Person relating to the transactions
          contemplated hereby (other than Proceedings commenced by Seller
          against Buyers for a breach of this Agreement). If any Buyer receives
          notice of any matter which may give rise to a claim for
          indemnification hereunder, such Buyer shall notify Seller promptly

                                      -7-
<PAGE>
          thereafter; provided, however, that no delay on the part of Buyers in
          notifying Seller shall relieve Seller from any obligation hereunder
          unless, and then solely to the extent that, Seller is actually
          prejudiced thereby.

     (b)  Once any Buyer has given notice of the matter to Seller, Seller shall
          assume the defense of such matter and defend against the matter in any
          manner it deems appropriate. Buyers may retain separate counsel at
          their sole cost and expense (except that Seller shall be responsible
          for the fees and expenses of one counsel for Buyers to the extent any
          Buyer is advised, in writing by its counsel, that the counsel Seller
          has selected has a conflict of interest).

     (c)  Seller shall be relieved of its obligations under this Section 5.14 as
          to any Buyer if such Buyer shall consent to the entry of a judgment or
          enter into any settlement with respect to any matter which may give
          rise to a claim for indemnification without the written consent of
          Seller.

     (d)  Notwithstanding anything to the contrary contained herein, the
          provisions of this Section 5.14 shall be subject to the limitations,
          if any, on indemnification set forth in Section 145 of the Delaware
          General Corporation Law ("the GCL") with respect to any Buyer who is
          or was a director, officer, employee or agent of Seller or any
          subsidiary of Seller (it being the intent of the parties hereto to
          provide indemnification to the Buyers to the maximum extent permitted
          by applicable law). Further, any such Buyer hereby agrees to grant to
          the Seller the undertaking contemplated by Section 145 (e) of the GCL
          as a condition to the receipt in advance of any expenses of any
          Proceeding if, in the opinion of counsel to Seller, such undertaking
          is required under applicable law in order to permit Seller to advance
          expenses hereunder.

     5.15. COUNTERPARTS. This Agreement may be executed via facsimile and in one
or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.

                            [SIGNATURE PAGE FOLLOWS]





                                      -8-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.

BUYERS:                                HAMPSHIRE GROUP, LIMITED:
------                                 ------------------------

                                       By: THE SPECIAL COMMITTEE OF THE
                                       BOARD OF DIRECTORS  CONSTITUTED PURSUANT
/s/ Ludwig Kuttner                     TO A RESOLUTION OF THE BOARD OF
-----------------------                DIRECTORS DATED JULY 7, 2003
Ludwig Kuttner

/s/ Peter W. Woodworth                 By: /s/ Irwin Winter
-----------------------                -----------------------------
Peter W. Woodworth                     Name: Irwin Winter
                                       Title: Chairman

/s/ Charles W. Clayton
-----------------------
Charles W. Clayton











                                      -9-
<PAGE>
                                     ANNEX A

                                     Number of shares
                                     of Seller Common      Number of HIL Shares
       Name                          Stock being paid        being purchased
------------------------------------------------------------------------------

Ludwig Kuttner
PO Box 359                                 360,000                800
Keene, VA  22946
Social Security No.: 226 31 5630

------------------------------------------------------------------------------
Peter W. Woodworth
702 Main Street                             76,500                170
Winona, MN  55987
Social Security No.: 470 52 5623

------------------------------------------------------------------------------
Charles W. Clayton
300 Compass Point                           13,500                 30
Anderson, SC  29625
Social Security No.: 249 58 4345

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

















                                      -10-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>eightkexh991.txt
<DESCRIPTION>FINANCIALS
<TEXT>
                                                                  EXHIBIT 99.1
     The following unaudited pro forma condensed consolidated financial
information presented for the balance sheet as of June 28, 2003 and for the
statements of operations for the year ended December 31, 2002 and the six month
period ended June 28, 2003, is based upon the Company's historical results of
operations, adjusted to reflect the pro forma effect as if the sale of certain
assets of HIL and the sale of the common stock of HIL had occurred on January 1,
2002. The historical consolidated financial information presented herein should
be read in conjunction with the audited consolidated financial statements and
notes thereto appearing in the Company's annual report on Form 10-K for the year
ended December 31, 2002, and the unaudited consolidated financial statements and
notes thereto included in the Company's quarterly report on Form 10-Q for the
six months ended June 28, 2003.

     The unaudited pro forma condensed consolidated financial information is
presented for illustrative purposes only and is not necessarily indicative of
any future results of operations or the results that might have occurred had the
disposition actually been completed on the indicated dates.
<TABLE>
                    HAMPSHIRE GROUP, LIMITED AND SUBSIDIARIES
            PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                                 (in thousands)
                                  JUNE 28,2003
<CAPTION>
                                         Historical  Disposition[3]  Pro forma
                                         ----------  -------------   ---------
ASSETS
------
<S>                                      <C>            <C>           <C>
Current assets:
  Cash and cash equivalents              $ 44,433       $ (5,342)     $ 39,091
  Accounts receivable trade-net            16,629            -          16,629
  Notes and other accounts receivable-net   1,283           (284)          999
  Inventories                              29,506            -          29,506
  Other current assets                     10,083         (2,433)        7,650
                                         --------       --------      --------
    Total current assets                  101,934         (8,059)       93,875

Property, plant and equipment-net           2,279           (629)        1,650
Real property investments-net              31,780        (31,780)          -
Long-term investments-net                   3,748         (3,748)          -
Goodwill                                    8,020            -           8,020
Other assets                                1,892            (88)        1,804
                                         --------       --------      --------
    Total assets                         $149,653       $(44,304)     $105,349
                                         ========       ========      ========
LIABILITIES
-----------
Current liabilities:
  Current portion of long-term debt      $  2,798       $   (868)     $  1,930
  Accounts payable                          8,182           (250)        7,932
  Accrued expenses and other liabilities    9,850         (1,956)        7,894
                                         --------       --------      --------
    Total current liabilities              20,830         (3,074)       17,756
Long-term debt                             17,754        (11,136)        6,618
Deferred compensation                       2,286            -           2,286
                                         --------       --------      --------
    Total liabilities                      40,870        (14,210)       26,660
                                         --------       --------      --------
STOCKHOLDERS' EQUITY
--------------------
Common stock                                  475            -             475
Additional paid-in capital                 31,778            -          31,778
Retained earnings                          75,868         (5,358)       70,510
Accumulated other comprehensive gain          831           (831)          -
Treasury stock                               (169)       (23,905)      (24,074)
                                         --------       --------      --------
     Total stockholders' equity           108,783        (30,094)       78,689
                                         --------       --------      --------
     Total liabilities and
        stockholders' equity             $149,653       $(44,304)     $105,349
                                         ========       ========      ========
<FN>
See accompanying notes to the unaudited pro forma condensed consolidated
financial information.
</FN>
</TABLE>
                                      -1-
<PAGE>
<TABLE>
                    HAMPSHIRE GROUP, LIMITED AND SUBSIDIARIES
            PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
                                   OPERATIONS
                      (in thousands, except per share data)
                     FOR THE SIX MONTHS ENDED JUNE 28, 2003
<CAPTION>
                                              Reclassifi-   Disposi-
                                 Historical    cation (2)     tion[3]  Pro forma
                                 ----------   -----------   ---------  ---------
<S>                               <C>           <C>          <C>        <C>
Net sales                         $ 83,128                              $ 83,128
Cost of goods sold                  63,054                                63,054
                                  --------                              --------
  Gross profit                      20,074                                20,074
Rental revenue                       1,711      $ (1,711)                    -
                                  --------      --------                --------
                                    21,785        (1,711)                 20,074
Selling, general and
  administrative expenses           21,869        (1,184)                 20,685
Net investment transactions
  and impairment charges              (382)          382                     -
                                  --------      --------                --------
Income (loss) from operations          298          (909)                   (611)
Other income (expense):
  Interest expense                    (719)          319                    (400)
  Interest income                      556           (18)                    538
  Other                                105           (21)                     84
                                  --------      --------                --------
Income (loss) from continuing
  operations before income taxes       240          (629)                   (389)
Provision (benefit) for income taxes    90          (242)                   (152)
                                  --------      --------                --------
Income (loss) from continuing
  operations                           150          (387)                 $ (237)

Loss from operations and disposal
 of discontinued operations                          387     $(5,358)     (4,971)
                                  --------      --------    --------    --------
Net Income                         $   150       $   -       $(5,358)    $(5,208)
                                  ========      ========    ========    ========

Per Share Information:

Income (loss) from continuing
  operations           Basic         $0.03                                $(0.06)
                                     =====                                ======
                       Diluted       $0.03                                $(0.06)
                                     =====                                ======
Loss from operations and
 disposal of discontinued
 operations            Basic                                              $(1.24)
                                                                          ======
                       Diluted                                            $(1.20)
                                                                          ======
Weighted average number of
  shares outstanding - Basic         4,709                      (700)[4]   4,009
                                     =====                    ======       =====
                       Diluted       4,840                      (700)[4]   4,140
                                     =====                    ======       =====
<FN>
    See accompanying notes to the unaudited pro forma condensed consolidated
financial information.

</FN>
</TABLE>
                                      -2-
<PAGE>
<TABLE>
                    HAMPSHIRE GROUP, LIMITED AND SUBSIDIARIES
            PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
              OPERATIONS (in thousands, except per share data) FOR
                        THE YEAR ENDED DECEMBER 31, 2002
<CAPTION>

                                              Reclassifi-   Disposi-
                                 Historical    cation (2)     tion[3]  Pro forma
                                 ----------   -----------   ---------  ---------
<S>                               <C>          <C>          <C>        <C>
Net sales                         $293,268                             $293,268
Cost of goods sold                 210,336                              210,336
                                  --------                             --------
  Gross profit                      82,932                               82,932
Rental revenue                       3,194     $(3,194)                     -
                                  --------     -------                 --------
                                    86,126      (3,194)                  82,932
Selling, general and
  administrative expenses           54,259      (2,443)                  51,816
Net investment transactions
  and impairment charges             3,277      (3,277)                     -
                                  --------     -------                 --------
Income from operations              28,590       2,526                   31,116
Other income (expense):
  Interest expense                  (2,016)        657                   (1,359)
  Interest income                      476         (56)                     420
  Other                                 98        (369)                    (271)
                                  --------     -------                 --------
Income from continuing operations
  before income taxes               27,148       2,758                   29,906
Provision for income taxes          10,100       1,265                   11,365
                                  --------     -------                 --------
Income from continuing operations   17,048       1,493                   18,541

Loss from operations and disposal
 of discontinued operations            -        (1,493)     $(4,971)     (6,464)
                                  --------     -------      -------    --------
  Net income                       $17,048     $   -        $(4,971)    $12,077
                                  ========     =======      =======    ========
Per Share Information:

Income (loss) from continuing
  operations           Basic         $3.62                               $ 4.62
                                     =====                               ======
                       Diluted       $3.53                               $ 4.49
                                     =====                               ======
Loss from operations and
 disposal of discontinued
 operations            Basic                                             $(1.62)
                                                                         ======
                       Diluted                                           $(1.56)
                                                                         ======
Weighted average number of
  shares outstanding - Basic         4,711                     (700)[4]   4,011
                                     =====                  =======      ======
                       Diluted       4,834                     (700)[4]   4,134
                                     =====                  =======      ======
<FN>
    See accompanying notes to the unaudited pro forma condensed consolidated
financial statements.
</FN>
</TABLE>
                                      -3-
<PAGE>
                    HAMPSHIRE GROUP, LIMITED AND SUBSIDIARIES
        NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

     On October 8, 2003, Hampshire Investments, Limited ("HIL"), a subsidiary of
Hampshire, Group, Limited ("HGL"), sold certain assets to K Holdings, L. L. C.,
a company controlled by Ludwig Kuttner, Chairman and Chief Executive Officer of
HGL, for a purchase price of 250,000 shares of HGL common stock. Immediately
after this sale, HGL sold all of the outstanding shares of capital stock of HIL
to an investor group including Mr. Kuttner, Peter Woodworth, a Director of HGL,
and Charles Clayton, Treasurer of HGL, for a purchase price of 450,000 shares of
HGL. The assumed fair market value of the HGL common stock received in the two
transactions was $23,905,000 using a price of $34.15 per share, as reported by
NASDAQ at the market close of October 7, 2003, the trading day prior to the date
on which the transactions were consummated.

1.   The unaudited pro forma condensed consolidated financial statements are for
     information purposes only and are not necessarily indicative of the results
     of future operations or the actual results that would have been achieved
     had the sale been consummated during the periods indicated. The pro forma
     adjustments are based on the best information available to date, which may
     change as additional information is obtained.

2.   This column reflects the reclassification of all items related to the
     disposition of Hampshire Investments, Limited. The amounts for the pro
     forma condensed consolidated statements of operations reflect only the
     direct revenues and expenses of HIL and do not reflect either an allocation
     of management fees or an allocation of interest on general corporate
     indebtedness of HIL that is not directly affected by the transaction. The
     income of HIL of $387,000 net of tax, for the six months ended June 28,
     2003 and the loss of $1,493,000, net of tax for the year ended December 31,
     2002 would be classified as income and loss respectively, on the operations
     of discontinued operations in the consolidated financial statements of HGL.

3.   Represents the loss net of tax, on the disposition of the HIL discontinued
     operations as:

     a)   The net proceeds of $23,905,000 (as discussed above) for the sale of
          certain HIL assets and its common stock, less

     b)   Costs incurred of $900,000 in connection with the disposition of HIL,
          including the investment advisors and legal counsel engaged by the
          Special Committee of the Board of Directors and accounting fees, less

     c)   The value of the net assets of HIL at June 28, 2003 and December 31,
          2002.

          Advances from HGL were considered as capital contributions as of the
          beginning of the respective reporting period.

          The loss of $5,358,000 at June 28, 2003 and $4,971,000 at December 31,
          2002, presented net of tax benefit of $51,000 and tax provision of
          $191,000, respectively. Substantially the entire amount of the loss is
          classified as a capital loss and since the benefit of HGL's future
          utilization of the capital loss is deemed unlikely, no tax benefit has
          been recognized in the pro forma financial statements.

4.   Reduction of the weighted average basic and diluted shares to reflect the
     700,000 shares of HGL common stock acquired by HGL in connection with the
     transactions.

                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>prexhib992.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                             EXHIBIT 99.2
HAMPSHIRE GROUP, LIMITED
STOCK SYMBOL: HAMP
CONTACT: WILLIAM W. HODGE
PHONE: (864) 225-6232
FACSIMILE: (864) 225-4421



                              FOR IMMEDIATE RELEASE

                   HAMPSHIRE GROUP, LIMITED ANNOUNCES SALE OF
                         HAMPSHIRE INVESTMENTS, LIMITED

     Anderson, SC, October 8, 2003...Hampshire Group, Limited (NASDAQ: HAMP)
today announced that it has sold certain assets of Hampshire Investments,
Limited, a subsidiary of Hampshire Group, to K Holdings, L.L.C., a company
controlled by Ludwig Kuttner, Chairman and Chief Executive Officer of Hampshire
Group, for a purchase price consisting of 250,000 shares of Hampshire Group
Common Stock and that it had sold all of the Common Stock of Hampshire
Investments to an investor group including Mr. Kuttner, Peter Woodworth, a
Director of Hampshire Group, and Charles Clayton, Treasurer of Hampshire Group,
for a purchase price consisting of 450,000 shares of Hampshire Group Common
Stock. The Company had previously announced in August that it was considering
the possible disposition of Hampshire Investments, Limited.

     Hampshire Group said that it would incur a loss from discontinued
operations of approximately $6,500,000 as a result of the two transactions.

     Hampshire Group said that the two transactions had been approved by the
Special Committee of the Hampshire Group Board of Directors, consisting of the
four independent directors, which had been established by the Board of Directors
to dispose of the assets and Hampshire Investments Common Stock. The Special
Committee said that it had retained Shattuck Hammond Partners L.L.C., investment
bankers, to advise the Special Committee with respect to the disposition.
Shattuck Hammond delivered an opinion to the Special Committee that the
consideration for the assets and Hampshire Investments Common Stock was fair to
Hampshire Group from a financial point of view.

     Hampshire Group, Limited is an apparel company whose principal products are
men's and women's sweaters and related separates.
_______________________________________________________________________________

          "Cautionary Disclosure Regarding Forward-Looking Statements"

This press release 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 republish 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 carefully review and consider the various disclosures made by the
Company in its Form 10-K and other Security and Exchange Commission filings
which attempt to advise interested parties of the factors which affect the
Company's business.



</TEXT>
</DOCUMENT>
</SUBMISSION>
