                                                                      EXHIBIT 14


                            HAMPSHIRE GROUP, LIMITED
                                 & SUBSIDIARIES
                       CODE OF ETHICS AND BUSINESS CONDUCT

I. CODE OF ETHICS

     It is the policy of Hampshire Group, Limited and its Subsidiaries
(collectively "Hampshire Group" or the "Company") that its worldwide operations
are conducted according to the highest standard of business integrity and that
its global associates (as defined below) shall not engage in activities that
might conflict with their responsibilities to the Company. This Code of Ethics
and Business Conduct ("Policy Guide") contains guidelines that are intended to
assist employees in making decisions on behalf of the Company and in avoiding
conflicts of interest. No policy guide can be all-inclusive; therefore
responsibility for proper conduct rests with each employee. There is no
substitute for personal integrity and good judgment. An employee faced with
making a decision in a difficult situation should consider whether he or she
would feel comfortable if the decision became public knowledge. If the decision
could be criticized from a legal or ethical standpoint, the decision probably is
incorrect.

     It is the policy of Hampshire Group to manufacture and sell only products
that are safe, of high quality, and otherwise fully in compliance with all
applicable legal requirements. Further, it is the policy of the Company to
comply fully with all laws, regulations, and standards of conduct that apply to
the Company or its products, in every jurisdiction in which it conducts
business. All Hampshire Group employees shall conduct the business of the
Company in accordance with the highest standards of honesty and integrity.
Hampshire Group employees shall make only true and accurate statements and
representations in the corporate records and to government agencies, suppliers,
customers, the press, and the general public.

II. PERSONS COVERED

     This Code of Ethics and Business Conduct was adopted by the Board of
Directors of Hampshire Group and is effective for all employees, officers and
directors ("associates"). With regard to personal securities trading and certain
other matters, the Policy Guide also applies to spouses, family members and
others who live in their households. In particular, Hampshire Group employees
may not do indirectly through a family member what they are prohibited from
doing directly. Therefore, all references in the Policy Guide to Hampshire Group
employees include such individuals as well as, where appropriate, their
immediate families.

     Because this important Policy Guide applies to all employees, each employee
must read it carefully. In addition, Hampshire Group will periodically circulate
notices reminding all employees of their obligations under the Policy Guide.

     Employees should not hesitate to ask their supervisor or any senior manager
if they have questions concerning this Policy Guide. The President of any
Hampshire Group subsidiary or division ("Division Head") or any corporate
officer may be consulted regarding interpretation or applicability of this
Policy Guide in general, or with regard to a specific situation.

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III. BUSINESS CONDUCT

     While it is not possible to describe every situation that may violate this
Policy Guide, the Company deems the following guidelines to be particularly
important.

A.   Payments to Customers or Suppliers

     No effort may be made, directly or indirectly, to influence improperly a
     customer or supplier. The payment of bribes, payoffs, kickbacks or other
     benefits that may improperly influence business relationships between the
     Company and its customers or suppliers is prohibited. Such conduct is
     illegal and may violate state and federal criminal laws.

B. Payments to Government Officials or Employees

     Corporate funds or other assets may not be paid or furnished, directly or
     indirectly, to a government official, politician or employee for the
     purpose of obtaining or maintaining business on behalf of Hampshire Group
     or any of its subsidiaries or divisions. Such conduct is illegal and may
     violate state and federal criminal laws, including the Foreign Corrupt
     Practices Act (discussed below).

C.   Political Contributions

     No corporate funds or other assets may be paid or furnished, directly or
     indirectly, to a political party or political candidate or incumbent,
     except if legally permissible and if approved in advance by the Company.
     All requests must be presented in writing to the Chief Financial Officer.
     No political contributions by individual employees may be made in the name
     of Hampshire Group or be reimbursed by it, directly or indirectly.

D.   Gifts and Entertainment

     Gifts, favors or entertainment may not be provided by or on behalf of
     Hampshire Group to a customer, supplier, government employee or other
     person or organization, unless all of the following criteria are met:

o    The item is consistent with the normal and accepted business ethics of the
     country in which it is provided;

o    It does not violate the laws of the United States or the country in which
     it is provided (see discussion of Foreign Corrupt Practices Act below);

o    It is reasonable and not excessive;

o    It cannot, in the surrounding circumstances, be reasonably construed as a
     bribe, payoff or kickback; and o Public disclosure of it would not
     embarrass the Company.

     In no circumstances may gifts be made of cash or cash equivalents. Gift
certificates, however, may be given if they are reasonable, comply with the
foregoing standards, and are properly documented and approved in writing by any
two of the following: a Division Head, Executive Vice President, the President,
Chief Financial Officer, or the Chief Executive Officer.

                                       -2-
<PAGE>
E. Payments Outside Recipient's Domicile Or Resident Country

     Payment by Hampshire Group of salaries or amounts for goods or services
     that is to be made outside the domicile or resident country of the
     recipient must be reviewed and approved in advance by Hampshire Group's
     Chief Financial Officer, or Chief Executive Officer.

F.   Agents, Brokers and Consultants

     Payments to agents, brokers, consultants, professionals or other parties
     representing Hampshire Group must be limited to reasonable compensation for
     services rendered plus reimbursement for legitimate expenses incurred.
     Contracts entered into with such parties must disclose fully the fees to be
     paid and the services to be rendered. No such party may be engaged by
     Hampshire Group to make payments or take action that would be in conflict
     with any provisions of this Policy Guide.

G.   Accounting Procedures

     All transactions must be properly recorded on the books and records of
     Hampshire Group. No unrecorded bank accounts, corporate funds or assets of
     any kind may be maintained, and all entries made in any corporate books or
     records must be accurate and comply with Company policies and procedures.
     Corporate funds may not be paid with the intent or understanding that any
     part of such payment is to be used for a purpose other than that described
     by the documents supporting such payment.

H.   Compliance With Laws

     It is Hampshire Group's policy to comply with the laws of all jurisdictions
     in which it does business. Therefore, it is each employee's responsibility
     to ensure that Hampshire Group's business is conducted in a manner that
     complies with governmental regulations; antitrust laws (see discussion
     below); environmental laws; exchange and import/export controls; workplace
     safety laws; equal employment opportunity laws; securities laws (see
     discussion below); tax laws; and all other laws and regulations of the
     United States and other jurisdictions that may be applicable to its
     business.

I.   International Boycotts

     Several United States laws prohibit cooperation with certain international
     country boycotts. Penalties apply even for failure promptly to report any
     requests for boycott-related information or action. The boycott laws are
     extremely complex, and any request received by Hampshire Group that could
     possibly fall within the context of a boycott law (such as a request to
     refrain from doing business in a particular country) should be brought to
     the immediate attention the Chief Financial Officer before any response is
     made to the request.

                                       -3-
<PAGE>
IV. FOREIGN CORRUPT PRACTICES ACT

     The Foreign Corrupt Practices Act (the "FCPA") prohibits any Hampshire
Group employee from, directly or indirectly, paying or giving (or offering or
promising to pay or give) any funds or anything of value to any foreign official
or other "Covered Person" (as defined below) for the purpose of: (a) influencing
any act or decision of the Covered Person in that person's official capacity;
(b) inducing the Covered Person to do or omit to do any act in violation of that
person's lawful duty; or (c) inducing the Covered Person to use his, her or its
influence with a foreign government or instrumentality to affect or influence
any act or decision of that government or instrumentality. The FCPA also
prohibits paying or giving funds or anything of value to any person while
knowing that all or a portion thereof will be forwarded to a Covered Person for
a purpose proscribed by the FCPA.

     For purposes of the FCPA, "foreign" means outside of the United States.
"Covered Person" includes any foreign official (which includes, without
limitation, an officer or employee of any foreign government of any governmental
department, agency or instrumentality or any government owned or controlled
enterprise or any person acting in an official capacity for or on behalf of such
governmental department, agency, instrumentality or enterprise), foreign
political party, foreign party official or candidate for foreign political
office.

     Facilitating payments in nominal amounts may be requested by low-ranking
government employees outside the United States regarding their performance of
routine, non-discretionary functions or services which they are obliged to
perform as part of their responsibilities but which they may delay or refuse to
perform unless compensated. Examples of such services would be the issuing of
visas or customs documents. Such payments are discouraged, but if absolutely
necessary should be made only after consultation with a Division Head, or the
Chief Financial Officer. Any such payments must be accounted for properly in the
corporate books and records.

V. CONFLICTS OF INTEREST

     A.   Gifts and Entertainment

     No employee may accept a gift, favor or entertainment from a customer,
     vendor or other person or organization in connection with business of the
     Company unless all of the following criteria are met:

     o    The item is consistent with the normal and accepted business ethics of
          the country in which it is provided;

     o    It does not violate the laws of the United States or the country in
          which it is provided (see discussion of Foreign Corrupt Practices Act
          above);

     o    It is reasonable and not excessive;

     o    It cannot, in the surrounding circumstances, be reasonably construed
          as a bribe, payoff or kickback; and
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<PAGE>
     o    Public disclosure of it would not embarrass the Company. In no
          circumstances may gifts of cash or cash equivalents be accepted.

Note 1: Tickets to concerts, sporting events, shows, and fund raising events may
     be acceptable by employees and are generally not considered gifts, but must
     be reasonable and are subject to the above criteria. Tickets may not be
     used for resale.

Note 2: Trips and symposiums offered by customers or vendors may be attended by
     employees if such are offered in the context of a group session with other
     similar suppliers or purchasers in attendance as guests, are reasonable and
     meet the above criteria.

     B.   Acting Against Company Interests

     No employee may take personal advantage of, or make available to others,
     any business opportunity in which it is known or could reasonably be known
     that Hampshire Group might be interested, such as a purchase of a company,
     real estate, a license or other property, or any interest in a firm or
     product in which Hampshire Group is known to have an interest in acquiring.
     In no event may an employee deal for his or her own account in products
     sold or services performed by Hampshire Group

     C.   Outside Employment

     An employee serving as a director of, or having a business or financial
     interest in, a firm having current or prospective dealings with Hampshire
     Group (such as a competitor, customer, supplier, landlord, tenant, or
     merger/acquisition candidate) must disclose that fact in writing to the
     Chief Financial Officer so that it may be determined whether the situation
     presents a conflict of interest. The business or financial interests of
     members of an employee's family living with the employee also shall be
     considered to be the financial interests of the employee. Any subsequent
     approval to continue or engage in such outside directorship or investment
     must be made in writing. The Company will presume that ownership of not
     more than one percent (1%) of a publicly traded company's securities (other
     than Hampshire Group) does not involve a conflict of interest and does not
     need to be disclosed.

     D.   Government Service

     While service by employees in government positions is encouraged, in some
     cases such service may present a conflict of interest. If election or
     appointment to such a position is anticipated, the employee must request
     the written approval of his or her President. An employee holding a
     government office should abstain from any vote or decision that involves
     Hampshire Group interests.

                                       -5-
<PAGE>
VI. CONFIDENTIALITY OF INSIDE INFORMATION

     Hampshire Group associates and each person affiliated with Hampshire Group
must maintain the confidentiality of information belonging or relating to
Hampshire Group and its business or relating to others and obtained through a
relationship with Hampshire Group. Adhering to this principle is a condition of
continued employment. Section 10 of this Policy Guide contains a discussion of
"material information" in the context of "insider trading" and "tipping"
provisions of the securities laws.

     The information that must be kept confidential by Hampshire Group
associates is much broader, however. Confidential information also includes any
information not generally known about Hampshire Group business (such as, but not
limited to, unpublished financial data, marketing, financial or other plans,
customer or vendor lists, sales reports, price lists, blueprints, formulas,
manufacturing processes, inventions, product development information or other
proprietary data). Misuse of information entrusted to or made available to an
employee by Hampshire Group or by other persons with whom Hampshire Group has a
relationship is inappropriate as a business practice and could lead to civil and
criminal prosecution of the individuals involved under various state and federal
laws.

     In addition to using your own judgment, you should take the following
actions to preserve the confidentiality of Hampshire Group's information:

     A.   Do not discuss or disclose confidential information in public places
          where you can be overheard such as elevators, hallways, restaurants,
          airplanes or taxicabs. Discussions relating to confidential
          information with persons entitled to that information should be
          confined to closed offices or other secure locations.

     B.   Do not read confidential documents in public places or discard them
          where they can be retrieved by others. Do not leave confidential
          documents in unattended conference rooms or where visitors can see
          them. Confidential information sent to others within or outside should
          be placed in sealed envelopes.

     C.   Be aware that voices carry and that conversations conducted on speaker
          telephones in offices and on car or airplane telephones may be
          overheard.

     D.   Be aware that conversations about where Hampshire Group personnel are
          traveling or the presence of certain visitors in the office may reveal
          confidential information.

     E.   Avoid sending or receiving confidential information by fax machines
          located in hotels, airport lounges, or the offices of third persons.


     F.   Under no circumstances are employees to provide confidential documents
          or information (including documents relating to customers, competitors
          or suppliers) to third parties without the express consent of an
          officer of the Company.

     The above list gives examples of steps designed to insure confidentiality.
In some situations, other steps may be necessary. Each employee is responsible
for taking whatever practical steps are appropriate to preserve the
confidentiality of information.

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<PAGE>
     You agree that you will not, during or after the termination of your
relationship with the Company, disclose (other than in the proper performance of
your duties ) any information, knowledge, data or property that you have
obtained or developed as a Hampshire Group employee concerning Hampshire Group
business. You also agree that all analyses, charts, drawings, reports and other
documents prepared by you or inventions or ideas developed or discovered by you
in the course of your association with Hampshire Group shall be Hampshire
Group's property. Upon termination of your association with Hampshire Group you
will return all documents (including data and documents on computer disks) and
all copies thereof to Hampshire Group.

VII. HONESTY

     No employee shall commit or contribute to acts of dishonesty against
Hampshire Group such as fraud, theft, embezzlement or misappropriation of
corporate assets. Employees are encouraged to report suspected problems to the
Audit Committee and will be protected against retaliation. (See "Complaint
Procedures" attached.) In addition to appropriate disciplinary action, a
criminal complaint will be filed against the offending employee if the evidence
and circumstances so warrant.

VIII. COMPETITION AND COMPETITIVE PRODUCTS

     It is Hampshire Group's policy to sell its products on their merits.
Hampshire Group employees, representatives and agents should not falsely
disparage or make unfair negative comments about its competitors or their
products and services. (See also Section 11: Antitrust Laws).

IX. DISCLOSURE OF COMPANY INFORMATION

     As a "public company," Hampshire Group is committed to timely, consistent,
fair and credible dissemination of information to the public, in keeping with
legal and regulatory requirements, to enable orderly behavior in the capital
markets. Hampshire Group regularly prepares comprehensive reports for filing
with the Securities and Exchange Commission and dissemination to the public. Our
management is often asked, however, to provide additional business and financial
information. It is the policy of Hampshire Group never to release material,
non-public information to any third party except (a) pursuant to signed
confidentiality agreements, or (b) communications made to a person who owes the
Company a duty of trust or confidence, such as an attorney, investment or
commercial banker or accountant. If the Company releases material, non-public
information to an investor or securities market professional other than under
the special circumstances referred to above, in compliance with Regulation FD,
the Company immediately makes public disclosure of such information.

          A.   Authorized Spokespersons

          For various reasons, including ensuring the accuracy and proper
          disclosure of information, it is the Company's policy to limit the
          individuals responding to requests for information to authorized

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<PAGE>
          spokespersons. Employees who are not authorized spokespersons shall
          continue to refer all calls from shareholders, securities market
          professionals, banks and media to persons authorized to speak on
          behalf of the Company. Any request for such business or financial
          information should be directed to the following authorized
          spokespersons:

          o    Chairman, President and Chief Executive Officer ("CEO"),

          o    Chief Financial Officer ("CFO") or Treasurer.

          B.   General Principles and Procedures

          The principles set forth below are designed to permit the fullest
          possible disclosure of corporate news to securities market
          professionals, reporters and other responsible people, while avoiding
          prohibited selective disclosure and potential trading abuses. All
          Company associates are expected to follow these principles and, where
          applicable, the disclosure procedures set forth below. Any questions
          about compliance with these principles and procedures should be
          addressed to the CFO at (864) 225-6232.

          1.   Sensitive information should be disseminated within the Company
               only to those individuals who need to know it.

          2.   Voluntary public disclosure of financial projections prepared for
               internal use are potentially problematic for the Company given
               the inherent unreliability of such information and the possible
               need to update it. Statements about other future events, which
               may or may not occur, also raise similar issues. Accordingly,
               briefings of securities market professionals, reporters or other
               "outsiders" should be limited to historical financial data and
               completed business transactions. "Forecasts," financial or
               otherwise, in these types of circumstances should not be made,
               confirmed or denied.

          3.   Unless the Company is the source of a "market rumor," there is
               generally no duty to respond to the rumor. When asked to respond
               to a "market rumor," members of management should in most
               circumstances respond with a firm "it is the Company's policy not
               to respond to market rumors," and they should do so consistently,
               without regard to whether the particular rumor may be good or
               bad, true or false. Such inquiries should be reported immediately
               to the CFO.

          4.   Special rules apply to disclosures proposed to be made if the
               Company were to take substantial steps to commence a "tender
               offer." In that context, no one in the Company may respond to any
               inquiry for sensitive information without the prior approval of
               the CFO.

          5.   While it is indeed the Company's policy to provide helpful
               information to the extent possible, it is not our policy to edit
               or revise written work produced by others. The Company cannot
               assume responsibility for the contents of reports of securities
               analysts or other third parties concerning the Company.
               Accordingly, none of our associates should review "drafts" of
               reports produced by others concerning the Company; however, any
               of the persons designated above as authorized spokespersons may
               review a draft report for misstatements of history or fact only.

                                       -8-
<PAGE>
          C.   Inquiries on Value of Company's Stock

          From time to time, investors or individuals representing investment
          banks, commercial banks, and other financial institutions with an
          interest in determining facts relevant to the value of the Company's
          securities, make inquiries. Subject to the General Principles and
          Procedures stated above, it is appropriate to respond to such
          inquiries with reliable information, but only in accordance with the
          following additional procedures:

          1.   Determine whether or not you are the right person (the "Contact
               Person") to talk to the individual who is making the inquiry. If
               someone else in the Company would be in a better position to
               respond, refer the inquirer to that person.

          2.   The Contact Person should make and keep legible notes of his or
               her conversations with the individual seeking Company
               information, especially as it relates to any information that may
               be conveyed.

          3.   The Contact Person should satisfy himself or herself that he or
               she would not be providing the inquirer with any information that
               he or she could not or would not provide under these guidelines
               to any other qualified inquirer.

          4.   Never release material, non-public information to any third party
               unless such release is approved by the CFO, and either (i) the
               communication is made pursuant to a signed confidentiality
               agreement, or (ii) the communication is made to a person who owes
               the Company a duty of trust or confidence such as the Company's
               attorney, investment or commercial banker or accountant. (Refer
               to Section 10 for definitions of "material" and "non-public"
               information.)

          5.   If a Contact Person or senior official of the Company (i.e., a
               Company executive officer or a member of the Company's Board of
               Directors) should disclose material, non-public information
               during any communication with an investor or securities market
               professional, the Company's CFO should be immediately notified
               and immediate public disclosure should be made.

     These procedures should be repeated at the time of each inquiry, even if
the particular caller has made prior inquiries.

          D.   Planned Disclosures

          From time to time, meetings may be scheduled by the Company's senior
     financial executives with outside financial analysts, security holders
     and/or other securities market professionals and responsible interested
     persons to provide a forum for distribution of information to the investing
     public of previously non-public information relating to recent corporate
     developments or the Company's performance since the last quarterly earnings
     release. If such non-public information is deemed to be material in nature,
     the Company will disclose such information to the public, at least
     concurrently, in a press release. Additionally, when the Company makes
     planned disclosures of material information, such as a scheduled earnings
     release, the following model should be used:

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          1.   Provide adequate notice, by a press release and/or website
               posting, of a scheduled conference call to discuss the announced
               results, giving investors both the time and date of the
               conference call, and instructions on how to access the call.

          2.   Issue a press release, distributed through regular channels,
               containing the information.

          3.   File Form 8-K incorporating the press release containing the
               information to the extent required.

          4.   Hold the conference call in an open manner, permitting investors
               to listen in, either by telephonic means or through internet
               webcasting.

          5.   Such conference calls will be taped and will generally be
               available for replay for one week after the call by means
               indicated in the announcing press release and/or website posting.

     E.   Press Releases

          It should be expected that any statement made to the press, whether
     written or oral, would be disseminated promptly and simultaneously to all
     elements of the investing public. As a result, you need not fear that any
     such statement could assist an "insider trading" violation. Liability may
     be incurred, nevertheless, with statements emanating from the Company
     concerning "future events" such as financial results for periods not yet
     ended. Therefore, when dealing with the press, take care to observe the
     General Principles and Procedures stated above, particularly the limitation
     on disclosure of forward-looking information. In addition,

     1.   Inquiries made on behalf of a "wire service" (such as Dow Jones, AP or
          Reuters) or other national or international institution should be
          directed at once to the CFO.

     2.   All requests for financial data should be answered by or under the
          direction of the CFO or Treasurer.

X. INSIDER TRADING OF COMPANY SECURITIES

     Hampshire Group seeks to foster a reputation for integrity and honesty. The
confidence and trust placed in us by our stockholders is something we value and
want to protect. Accordingly, the Company has adopted a policy governing insider
trading in Hampshire Group securities (this "Policy Statement"), which
implements procedures designed to avoid the misuse of material, nonpublic
information about the Company and the market for its securities in the purchase
and sale of Company securities.

     Material, nonpublic information about the Company and the market for its
stock is the Company's property. Any misuse of such information by any associate
of the Company for personal gain, or the gain of others, is theft. Consequently,
unauthorized insider trading or the unauthorized "tipping" of inside information
are grounds for the Company to sue you. In addition, purchasing or selling

                                      -10-
<PAGE>
Company securities while in the possession of material, nonpublic information,
or improperly communicating that information to others, can expose you to
criminal and civil penalties. The Securities and Exchange Commission can recover
from you all profits or losses avoided by you through trading or by those whom
you tipped -- even if you did not directly benefit -- and can impose penalties
against you. You can also be sued by stockholders of the Company seeking
damages.

     This Policy Statement is drafted broadly and will be applied and
interpreted in a similar manner. It applies to the purchase and sale of Company
stock, and the handling of information about the Company, by all associates of
the Company, as well as their spouses, minor children and adult members of their
households.

     Since the insider trading laws are sometimes confusing, asking questions in
advance can help prevent problems from arising. Direct any questions concerning
this Policy Statement to the CFO at (864) 225-6232. Also, notify the CFO if you
believe that a violation of this Policy Statement has occurred or is about to
occur.

     A.   Policy

     No person to whom this Policy Statement applies, including you, may
purchase or sell Company securities while in possession of material, nonpublic
information about the Company or the market for its securities; nor may any such
person communicate any such information to anyone else in violation of the law.

     "Material" Information. "Material" information is any information that a
reasonable investor would consider important in deciding whether to buy, hold or
sell Company securities. In other words, it is any information that could
reasonably affect the price of Company securities. While it is impossible to
list all types of information that would be material under particular
circumstances, information dealing with the following subjects often is regarded
as "material": sales and earnings estimates; purchases and sales of substantial
assets or businesses; mergers; tender offers; significant changes in credit
arrangements; significant write-downs and write-offs; the resolution of
significant contingent liabilities; liquidity problems; unexpected management
developments; stock and bond offerings; major price and marketing changes; the
loss or gain of a major contract; significant litigation and government
investigations.

     "Nonpublic" Information. Information that has not yet been disclosed to the
public generally is "nonpublic." Therefore, it would be improper for any person
to whom this Policy Statement applies to purchase or sell Company securities the
day after an announcement of material information by the Company (as well as the
days before such an announcement) because more time than that is necessary for
the information to become generally known. Markets and investors need time to
obtain material information, understand it and act upon it. To demonstrate that
a particular piece of information is "public," you must be able to point to some
evidence that the information was widely disseminated or broadcast. Information
would be considered widely disseminated after a period of time following
disclosure by, for example, the Dow Jones ticker tape, news wire services (such
as AP, UPI, Reuters or Bloomberg), radio, television, other electronic media,
newspapers, magazines or public filings with the SEC.

                                      -11-
<PAGE>
     B.   Procedures

     The following procedures have been established by the Company to help the
associates of the Company, as well as their spouses, minor children and adult
members of their households, in avoiding insider trading and to help the Company
in preventing, detecting and imposing sanctions against insider trading. Every
associate of the Company must comply with these procedures and must assure
compliance by their spouses, minor children and adult members of their
households, or else risk serious sanctions, including personal liability and
criminal penalties. If you have questions, consult the CFO.

     Report. All directors and officers of the Company (including those titled
CEO, President and Vice President of the Company or any business unit or
subsidiary) must submit to the CFO a report of every purchase or sale of, or
other transaction in, Company stock, options or other securities in which they
or their families (including spouses, minor children and adult members of their
households), directly or indirectly, shall participate, no later than one (1)
day after each transaction. The report should include the date of the
transaction, the quantity and, if applicable, the price of the securities and
the name of the broker-dealer that effected the transaction.

     Trading. During the period beginning two (2) business days following the
issuance of the Company's quarterly earnings press release until fifteen (15)
days before the last day of that quarter (a "Quarterly Trading Period") all
associates of the Company may, except as otherwise provided below, purchase or
sell Company stock owned directly, and may permit the purchase or sale of
Company securities owned indirectly, by themselves and their families (including
their spouses, minor children and adult members of their households) (but, in
the case of directors and officers, only after obtaining clearance from the CFO
or, in his absence, from the Treasurer at (864) 225-6232). Options to purchase
Company stock granted under a Company stock option plan may be exercised for
cash at any time without obtaining clearance (although a report under subsection
1 above must still be provided).

     Developments constituting material, nonpublic information may arise or
become known to the Company at any time, including during a Quarterly Trading
Period. Consequently, even during a Quarterly Trading Period, the ability of
associates (and their families) to purchase or sell Company securities shall be
suspended if they are so notified by the Company. No explanation for such notice
need be given.

     At all times outside the Quarterly Trading Periods, the associates of the
Company, as well as their families (including spouses, minor children and adults
members of their households), are not permitted directly or indirectly to
purchase or sell Company securities, unless clearance has been obtained from the
CFO.

     A "business day" is any day, other than a Saturday or Sunday, that the
Company is open for business in Anderson, South Carolina. Individuals who
request clearance will be notified promptly of clearance or denial. Such notice
may be given orally and must be kept confidential. Clearance or denial for a
particular trade is within the discretion of the Company. No explanation for a
denial need be given.

                                      -12-
<PAGE>
     C. Confidential Treatment of Sensitive Information

     The Company's associates must not disclose nonpublic information (whether
or not material) relating to the Company, or to the market for its securities,
to any person outside the Company, unless the Company has authorized the
particular disclosure. Moreover, material, nonpublic information shall not be
communicated to anyone, including persons within the Company, except as provided
in this Section 10. Such information must be kept confidential. For example,
access to files containing material, nonpublic information and computer files
containing such information should be restricted to persons who need to know
such information, and conversations including or concerning such information, to
the extent that they are appropriate at all, should be conducted in private
(e.g., not in public elevators or restaurants).

     If someone outside the Company (such as the news media or a securities
analyst or investor) asks you questions, either directly or through another
person, do not attempt to answer them. You should obtain the name of the person
making the inquiry and immediately notify the Chief Financial Officer. If you
have any questions regarding this policy, you should contact the Chief Financial
Officer for clarification.

     Do not discuss confidential information or acknowledge its existence, even
to persons from governmental or self-regulatory bodies, unless there is a legal
obligation to do so. Simply and politely inform the inquirer that Company policy
requires that he or she be referred to the Chief Financial Officer.

XI. ANTITRUST LAWS

     The discussion that follows is designed to familiarize you with United
States antitrust laws. You should be aware that many foreign countries
(including the European Community and most of its member countries, and others)
have their own antitrust laws, which must be complied with when their markets
would be affected. This presentation is, of necessity, only a general guide.

     It is important to be sensitive to the types of issues that may be
violations of the antitrust laws. Should you become aware of any situation that
may raise questions under the antitrust laws, contact Hampshire Group's Chief
Financial Officer immediately.

     A.   Overview

     Among other things, the antitrust laws prohibit contracts, combinations or
agreements that unreasonably restrain trade. Agreements among competitors with
respect to prices and other terms and conditions of sale may be unlawful "per
se," that is they may be considered to be illegal without regard to the business
purpose for that agreement. To be unlawful, there does not necessarily have to
be a formal agreement. Informal, oral agreements and understandings have been
found to be agreements prohibited by the antitrust laws.

                                      -13-
<PAGE>
     B. Specific Practices Prohibited by the Antitrust Laws

     o    Price-fixing. Agreements between competitors to raise, lower or
          stabilize prices, or to set maximum or minimum prices, or agreements
          concerning terms and conditions of sale that affect price, may be
          unlawful per se. Negotiations and agreements between buyer and seller
          or between supplier and customer that are part of a bona fide
          transaction do not violate the antitrust laws. Agreements setting or
          restricting the prices at which a purchaser may resell can involve a
          violation of the prohibition against price fixing.

     o    Market Allocation. Agreements among competitors to allocate markets,
          customers or business opportunities likely will violate the antitrust
          laws.

     o    Boycotts/Concerted Refusals to Deal. The antitrust laws permit a
          company, acting alone, to select the persons with whom it will and
          will not do business. However, when two or more companies agree not to
          do business with another person, that agreement may violate the
          antitrust laws.

     o    Monopolization and Attempts and Conspiracies to Monopolize. The
          antitrust laws prohibit monopolizing (or attempting or conspiring to
          monopolize) the market for a particular product. Defining a product
          market for purposes of the antitrust laws is a complex issue. Merely
          possessing significant market power or market share is not illegal; a
          violation may occur, however, when a person with monopoly or
          near-monopoly power engages in unfair or predatory conduct with the
          purpose or effect of maintaining or increasing that market power.

     o    Tying. A tying arrangement is an agreement by a party to sell one
          product or service but only on the condition that the buyer also
          purchase a different product or service. Such an arrangement may
          violate the antitrust laws, and may be unlawful per se.

     o    Reciprocity. It also may violate the antitrust laws for a buyer to
          condition his or her purchases from another person on that person
          making purchases from the first person. It is not unlawful, however,
          for a person to transact business with a present or potential
          customer, even if done for the purpose of inducing that customer to
          transact other business. What can make the conduct unlawful is the
          attempt to coerce the customer to engage in reciprocal business.

     o    Restrictions on Resale. Restrictions on resale raise antitrust
          concerns. Restrictions, particularly those that relate to price terms,
          may be illegal.

     C.   Enforcement of the Antitrust Laws

     In the United States, the antitrust laws constitute both civil and criminal
laws. Their violation could expose you, and perhaps the Company, to criminal
penalties. Furthermore, any person or class of persons injured by reason of a

                                      -14-
<PAGE>
violation of the antitrust laws may recover three times the amount of their
actual damages, plus costs and attorneys fees. Antitrust suits have often
resulted in multi-million dollar judgments or settlements.

     Violations also may result in court orders that will restrict the way you
and the Company can do business. Violations also may cause agreements entered
into unlawfully to be unenforceable in court.

XII. IMPLEMENTATION

     All managers shall, within their areas of responsibility, be responsible
for explanation of this Policy Guide so as to assure employee knowledge and
compliance. Managers are also responsible for enforcement of this Policy Guide
within their areas of responsibility. Written certification concerning Policy
Guide compliance will be periodically required from those employees so
designated by the Chairman of the Board, the Chief Executive Officer or the
Chief Financial Officer of Hampshire Group.

     An actual or contemplated conduct that an employee discovers and which he
or she reasonably believes may constitute a violation of this Policy Guide must
be promptly reported to a Division Head or a corporate officer.

XIII. WAIVER PROCEDURES

     If any situation should arise where a course of action would likely result
in a violation of this Policy Guide but for which the associate thinks that a
valid reason for the course of action exists, the associate should contact the
Chief Financial Officer ("CFO") to obtain a waiver prior to the time the action
is taken. No waivers will be granted after the fact for actions already taken.
Except as noted below, the will review all the facts surrounding the proposed
course of action and will determine whether a waiver from any policy in this
Policy Guide should be granted.

     Waiver Procedures for Executive Officers and Directors. Waiver requests by
an executive officer or member of the Board of Directors shall be referred by
the CFO, with his recommendation, to the Board of Directors for consideration.
If either (i) a majority of the independent directors on the Board of Directors,
or (ii) a committee comprised solely of independent directors agrees that the
waiver should be granted, it will be granted. Hampshire Group will disclose the
nature and reasons for the waiver on a Form 8-K to be filed promptly with the
Securities and Exchange Commission or otherwise as required by the Securities
and Exchange Commission or The NASDAQ Stock Market. If the Board denies the
request for a waiver, the waiver will not be granted and the associate may not
pursue the intended course of action.

XIV. REPORTING VIOLATIONS UNDER THE CODE

     Any associate having any information or knowledge regarding the existence
of any violation or suspected violation of this Policy Guide has a duty to
report the violation or suspected violation to a Division Head or corporate
officer. Failure to report suspected or actual violations is itself a violation

                                      -15-
<PAGE>
of this Policy Guide and may subject the associate to disciplinary action, up to
and including termination of employment or legal action. Hampshire Group will
endeavor to keep reports confidential to the fullest extent practicable under
the circumstances.

     Any associate who reports a suspected violation under this Policy Guide by
Hampshire Group, or its agents acting on behalf of Hampshire Group, to a
Division Head or corporate officer, may not be fired, demoted, reprimanded or
otherwise harmed for, or because of, the reporting of the suspected violation.

     In addition, any associate who reports a suspected violation under this
Policy Guide that the associate reasonably believes constitutes a violation of a
local, state or federal statute by Hampshire Group, or its agents acting on
behalf of Hampshire Group, to a local, state or federal regulatory or law
enforcement agency, may not be reprimanded, discharged, demoted, suspended,
threatened, harassed or in any manner discriminated against in the terms and
conditions of the associate's employment for, or because of, the reporting of
the suspected violation. For additional information concerning Hampshire Group's
non-retaliation policy as it relates to the disclosure of accounting and legal
violations, associates should refer to Hampshire Group's Complaint Procedures, a
copy of which was previously distributed and is available from the Office of
Treasure or on the Company's website www.hamp.com.

XV   ENFORCEMENT

     Violation of this Policy Guide may result in disciplinary action, including
termination of employment. Legal proceedings may also be commenced, if
necessary, to recover the amount of any improper expenditures, any profits
realized by the offending employee, and any financial detriment sustained by
Hampshire Group. In appropriate circumstances, violations of this Policy Guide
will be reported to the applicable authority.

XVI  APPLICATION

     This Policy Guide applies to all employees, officers and directors of
Hampshire Group and its subsidiaries.







                                      -16-

<PAGE>

                            HAMPSHIRE GROUP, LIMITED
                                 & SUBSIDIARIES
                            COMPLAINT PROCEDURES FOR
                         ACCOUNTING AND AUDITING MATTERS

     Pursuant to the provisions of Section 301 of the Sarbanes-Oxley Act of 2002
and Rule 10A-3 under the Securities Exchange Act of 1934, the Audit Committee of
the Board of Directors of Hampshire Group, Limited (the "Committee") has
established the procedures set forth below for the receipt, retention and
treatment of complaints regarding accounting, internal accounting controls and
auditing matters and for the confidential, anonymous submissions by employees or
shareholders of Hampshire Group, Limited and its subsidiaries (the "Company") of
concerns regarding questional accounting or auditing matters.

I.   RESPONSIBILITIES OF COMMITTEE WITH RESPECT TO COMPLAINTS

     A.   The Committee shall receive, retain, investigate and act on complaints
          and concerns ("Reports") of employees and shareholders ("Associates")
          regarding:

          1.   Questionable accounting, internal accounting controls and
               auditing matters, including those regarding the circumvention or
               attempted circumvention of internal accounting controls or that
               would otherwise constitute a violation of the Company's
               accounting policies (an "Accounting Allegation");

          2.   Compliance with legal and regulatory requirements (a "Legal
               Allegation"); and

          3.   Retaliation against employees who make Accounting Allegations or
               Legal Allegations (a "Retaliatory Act").

     B.   In the discretion of the Committee, responsibilities of the Committee
          created by these procedures may be delegated to the Chair of the
          Committee or to a subcommittee of the Committee.

II.  PROCEDURES FOR RECEIVING REPORTS

     A.   Any Report that is made directly to management, whether openly,
          confidentially or anonymously, shall be promptly reported to the
          Committee.

     B.   Each Report forwarded to the Committee by management and each Report
          that is made directly to the Committee, whether openly, confidentially
          or anonymously, shall be reviewed by the Committee, who may, in their
          discretion, consult with any member of management who is not the
          subject of the allegation and who may have appropriate expertise to
          assist the Committee. The Committee shall determine whether the
          Committee or management should investigate the Report, taking into
          account the considerations set forth in Section C below.

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<PAGE>
     C.   If the Committee determines that management should investigate the
          Report, the Committee shall notify the Chief Executive Officer in
          writing of that conclusion. Management shall thereafter promptly
          investigate the Report and shall report the results of its
          investigation, in writing, to the Committee. Management shall be free
          in its discretion to engage outside auditors, counsel or other experts
          to assist in the investigation and in the analysis of results.

     D.   If the Committee determines that it should investigate the Report, the
          Committee shall promptly determine what professional assistance, if
          any, it needs in order to conduct the investigation. The Committee
          shall be free in its discretion to engage outside auditors, counsel or
          other experts to assist in the investigation and in the analysis of
          results.

III. SCOPE OF MATTERS COVERED BY THESE PROCEDURES

These procedures relate to complaints made by Associates relating to any
questionable accounting or auditing matters. The following is a non-exclusive
list of the matters that may be reported:

     A.   Fraud or deliberate error in the preparation, evaluation, review or
          audit of any financial statement of the Company;

     B.   Fraud or deliberate error in the recording and maintaining of
          financial records of the Company;

     C.   Deficiencies in or noncompliance with the Company's internal
          accounting controls;

     D.   Misrepresentation or false statement to or by a senior officer or
          accountant regarding a matter contained in the financial records,
          financial reports or audit reports of the Company; or

     E.   Deviation from full and fair reporting of the Company's financial
          condition.

IV.  CONSIDERATIONS RELATIVE TO WHO SHOULD INVESTIGATE A REPORT

In determining whether management or the Committee should investigate a Report,
the Committee shall consider, among any other factors that are appropriate under
the circumstances, the following:

     A.   Who is the alleged wrongdoer? If an executive officer, senior
          financial officer or other high management official is alleged to have
          engaged in wrongdoing, that factor alone may militate in favor of the
          Committee conducting the investigation.

     B.   How serious is the alleged wrongdoing? The more serious the alleged
          wrongdoing, the more appropriate that the Committee should undertake
          the investigation. If the alleged wrongdoing would constitute a crime
          involving the integrity of the financial statements of the Company,
          that factor alone may militate in favor of the Committee conducting
          the investigation.

                                       2
<PAGE>
     C.   How credible is the allegation of wrongdoing? The more credible the
          allegation, the more appropriate that the Committee should undertake
          the investigation. In assessing credibility, the Committee should
          consider all facts surrounding the allegation, including but not
          limited to whether similar allegations have been made in the press or
          by analysts.

V.   TREATMENT OF COMPLAINTS

Upon receipt of a complaint, the Chairman of the Committee will (i) determine
whether the complaint actually pertains to accounting or auditing matters and
(ii) when possible, acknowledge receipt of the complaint to the sender. Copies
of all complaints will be provided to the members of the Committee, along with
the determination of whether or not an accounting or auditing matter has been
raised.

     A.   Complaints relating to accounting and auditing matters will be
          reviewed under Committee direction and oversight by the Chairman,
          internal auditor or such other persons as the Committee determines to
          be appropriate. Confidentiality will be maintained to the fullest
          extent possible, consistent with the need to conduct an adequate
          review.

     B.   Prompt and appropriate corrective action will be taken when and as
          warranted in the judgment of the Committee.

     C.   The Company will not discharge, demote, suspend, threaten, harass or
          in any manner discriminate against any Associate in the terms and
          conditions of employment based upon any lawful actions of such
          Associate with respect to good faith reporting of complaints regarding
          Accounting Matters or otherwise as specified in Section 806 of the
          Sarbanes-Oxley Act of 2002.

VI.  PROTECTION OF ASSOCIATES

Consistent with the policies of the Company, the Committee shall not retaliate,
and shall not tolerate any retaliation by management or any other person or
group, directly or indirectly, against anyone who, in good faith, makes an
Accounting Allegation or Legal Allegation, reports a Retaliatory Act or provides
assistance to the Committee, management or any other person or group, including
any governmental, regulatory or law enforcement body, investigating a Report.
The Committee shall not, unless compelled by judicial or other legal process,
reveal the identity of any person who makes an Accounting Allegation or Legal
Allegation or reports a Retaliatory Act and who asks that his or her identity as
the person who made such Report remain confidential and shall not make any
effort, or tolerate any effort made by any other person or group, to ascertain
the identity of any person who makes a Report anonymously.

                                       3
<PAGE>
VII. RECORDS

The Committee shall retain for a period of five years all records relating to
any Accounting Allegation or Legal Allegation or report of a Retaliatory Act and
to the investigation of any such Report.

VIII. PROCEDURES FOR MAKING COMPLAINTS

In addition to any other avenue available to an Associate, any employee or
shareholder may report to the Committee openly, confidentially or anonymously
any Accounting Allegation or Legal Allegation or report of a Retaliatory Act.
Accounting Allegations, Legal Allegations and reports of a Retaliatory Act may
be made in writing to Mr. Irwin Winter, Chairman of the Committee, 149 West 40th
Street, New York, NY 10010, or by Email to iwinter007@aol.com. Reports may be
made orally by calling the Ethics Hotline at (212) 737-0214 at any time. The
line is managed by the Chairman of the Committee and allows anyone to make a
Report without divulging his or her name if so desired. Such Reports can also be
made directly to management either (a) confidentially by contacting the Chief
Executive Officer in writing or in person at the Company's offices or by phone
at (864) 225-6232. Management is required to share the information provided in
the Report with the Committee, if requested by the individual making the Report,
as promptly as practicable













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