
                            HAMPSHIRE GROUP, LIMITED
-------------------------------------------------------------------------------
                   Phone: (864) 225-6232 - Fax: (864) 225-4421
                   215 Commerce Boulevard - Anderson, SC 29625
                                 April 19, 2004


Dear Fellow Stockholder:

     We cordially invite you to attend the Annual Meeting of Stockholders of
Hampshire Group, Limited on Thursday, May 20, 2004. The meeting will be held at
10:00 A.M., at HSBC Bank USA, 452 Fifth Avenue, Floor 11, New York, New York.

     The official Notice of the Annual Meeting, Proxy Statement and the
accompanying Proxy are enclosed with this letter. The Notice of the Annual
Meeting and Proxy Statement describe the formal business to be transacted at the
meeting.

     After the formal part of the meeting, members of management will be making
a presentation regarding the performance of the past year. After the conclusion
of the formal part of the meeting there will be an opportunity for stockholders
to ask questions of the management group or to comment on matters pertaining to
the Company.

     The vote of every stockholder is important. To ensure proper representation
of your shares at the meeting, please complete, sign and date the enclosed proxy
card and return it as soon as possible, even if you currently plan to attend the
Annual Meeting. The advance signing of your proxy card will not prevent you from
voting in person if you attend, but will ensure that your vote will be counted
if you are unable to attend.

     The Proxy Statement and the accompanying Proxy are being mailed to
stockholders on or about April 23, 2004. Your prompt submission of a proxy card
will be greatly appreciated.

                                   Sincerely,
                                   /s/ Ludwig Kuttner
                                   ---------------------------
                                   Ludwig Kuttner
                                   Chairman of the Board, President
                                   and Chief Executive Officer
<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                             215 Commerce Boulevard
                               Anderson, SC 29625

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON MAY 20, 2004

     Notice is hereby given that the Annual Meeting of Stockholders of Hampshire
Group, Limited, a Delaware corporation (the "Company"), will be held at 10:00
A.M. on Thursday, May 20, 2004, at HSBC Bank USA, 452 Fifth Avenue, Floor 11,
New York, New York, to consider and act on the following proposals:

     1.   To elect five Directors to serve until the next Annual Meeting of
          Stockholders; and

     2.   To consider and act upon any other matters that may properly come
          before the meeting, or any and all postponements or adjournments
          thereof.

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

     Stockholders of record at the close of business on April 8, 2004, will be
entitled to receive notice of, and to vote at, the Annual Meeting, or any
postponements or adjournments thereof.

                                 By Order of the Board of Directors
                                 /s/ Charles W. Clayton
                                 -------------------------------------
                                 Charles W. Clayton, Secretary

Anderson, South Carolina
April 19, 2004



TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AS SOON AS POSSIBLE. IF YOU
RETURN YOUR PROXY CARD, YOU RETAIN YOUR RIGHT TO VOTE AT THE MEETING.

<PAGE>
                            HAMPSHIRE GROUP, LIMITED
                             215 Commerce Boulevard
                               Anderson, SC 29625

                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS

     The accompanying proxy is solicited on behalf of the Board of Directors of
Hampshire Group, Limited (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on May 20, 2004, at 10:00 A.M.,
at HSBC Bank USA, 452 Fifth Avenue, Floor 11, New York, New York, or at any and
all postponements or adjournments thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting. This proxy statement and the
accompanying proxy are being mailed on or about April 23, 2004 to Stockholders
of record as of April 8, 2004 (the "Record Date"). All expenses incident to the
preparation and mailing of, or otherwise making available to the stockholders,
the Notice, proxy statement and proxy, are to be paid by the Company. In
addition, arrangements will be made with brokerage houses and other custodians,
nominees and fiduciaries to send materials to their principals and the Company
may reimburse them for their expenses in so doing.

                                PROXY INFORMATION

Properly signed and dated proxies received prior to or at the Annual Meeting
will be voted as instructed thereon, or in the absence of such instructions will
be voted as follows:

     FOR The election as Directors of the Company those five persons designated
as nominees.

     Any stockholder giving the proxy enclosed with this statement may cast a
vote in person by revoking the proxy at the Annual Meeting. However, if your
shares are held in the name of your broker, bank or other nominees, you must
bring an account statement or letter from the nominee indicating that you were
the beneficial owner of the shares on the Record Date. Any proxy may be revoked
by notice in writing to the Secretary prior to the Annual Meeting.

     The Company may only send one copy of the proxy statement to multiple
stockholders that share the same address. Upon written or oral request, the
Company will promptly supply such stockholders with additional copies of the
proxy statement. Such requests should be made by contacting Hampshire Group,
Limited, Attention: Secretary, 215 Commerce Boulevard, Anderson, SC 29625-1303,
or by calling the Company at (864) 225-6232. If stockholders sharing the same
address are receiving multiple copies of the annual reports and proxy
statements, such stockholders can request delivery in the future of only a
single copy of the annual reports and proxy statements by contacting the Company
at the above address.

                                      -1-
<PAGE>
                    SHAREHOLDERS ENTITLED TO VOTE AND QUORUM

     Holders on record of the Common Stock, par value $0.10 (the "Common Stock")
at the close of business on the Record Date (April 8, 2004) are entitled to
notice of and to vote at the Annual Meeting.

     The presence in person or by proxy of holders of record of a majority of
the outstanding shares of Common Stock is required for a quorum to transact
business at the Annual Meeting; but if a quorum should not be present, the
Annual Meeting may be adjourned from time to time until a quorum is obtained.
Under applicable Delaware law, abstentions and broker non-votes will be counted
for purposes of determining the existence of a quorum, but will have no effect
on the election of directors.

                            OUTSTANDING VOTING STOCK

     As of the Record Date, there were 4,081,971 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting of Stockholders. Holders
of Common Stock are entitled to one vote for each share of stock held on the
Record Date.


PROPOSAL NO. 1 - ELECTION OF DIRECTORS

     The Company's directors are elected annually and serve until the next
annual meeting and until their successors have been duly elected and qualified.
We currently have eight directors. Richard V. Romer, who was first elected as a
Director in 2002, has advised the Company that he will not stand for re-election
in 2004. In order for the Board of Directors to consist of a majority of
independent directors, Eugene Warsaw, who was first elected as a Director in
1994, and Peter W. Woodworth, who was first elected as a Director in 1995, will
not stand for re-election. Accordingly, Messrs. Romer, Warsaw and Woodworth will
not continue as directors after the Annual Meeting. Messrs. Warsaw and Woodworth
will continue to attend meetings of the Board of Directors as Directors
Emeritus, although they will not have the right to vote on any matters voted
upon by the Board of Directors.

     The Company's Amended and Restated By-Laws provide that the number of
directors shall be fixed from time to time by resolution of the Board of
Directors. By resolution at the quarterly meeting on March 18, 2004, the Board
of Directors established the number of directors as five effective immediately
after the Annual Meeting. Therefore, at the Annual Meeting, five directors for
the Company will be elected to serve for the ensuing year and until their
successors shall be duly elected and qualified.

                                      -2-
<PAGE>
     The Board of Directors of the Company has nominated Ludwig Kuttner, Joel
Goldberg, Michael C. Jackson, Harvey L. Sperry and Irwin W. Winter for election
as directors at the Annual Meeting. Should any of these nominees not remain a
candidate at the time of the Annual Meeting, proxies solicited hereunder will be
voted in favor of those nominees who do remain as candidates and may be voted
for substituted nominees.

     The following information is furnished as to each nominee for election as a
director and each of the current directors.

Ludwig Kuttner                 Age 57                       Director since 1977

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

Joel Goldberg                  Age 58                      Director since 1998
          Member of the Audit, Compensation and Nominating Committees

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

Michael C. Jackson             Age 64         Director 1986-1996 and since 2001

Mr. Jackson is a founding partner of Ironwood Partners, LLC and Housatonic
Equity Funds, a private equity investment partnership. Mr. Jackson now serves as
an advisor to Lehman Brothers after retiring in February 2003. Prior to his
retirement, he was a Partner and Managing Director at Lehman Brothers for more
than 20 years.

Harvey L. Sperry               Age 74                       Director since 1977
          Member of the Audit, Compensation and Nominating Committees

Mr. Sperry is a retired Partner of the law firm of Willkie Farr & Gallagher LLP,
which provides legal services to the Company.

Irwin W. Winter                Age 70                       Director since 2003
           Member of the Audit, Compensation and Nominating Committees

Mr. Winter retired in 1999, from Phillips-Van Heusen Corporation, a wholesaler
and retailer of branded apparel. From 1987 until retirement, he served as a
member of the Board of Directors of Phillips-Van Heusen and Executive Vice
President and Chief Financial Officer.

------------------------------------------------------------------------------
                                      -3-
<PAGE>
Richard V. Romer               Age 62              Director since November 2002
                         Member of the Audit Committee

Mr. Romer is the founder and President of RVR Associates, a general business
consulting firm. Mr. Romer retired in 2001 from the CIT Group where he served as
Executive Vice President and National Director of Marketing. Prior to assuming
this position in 1997, he was the Northeast Regional Manager.

Eugene Warsaw                  Age 76                       Director since 1994

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

Peter W. Woodworth             Age 57                       Director since 1995

Mr. Woodworth is the President of WKM Properties. He served as President and
Chief Executive Officer of Winona Knitting Mills, a former division of Hampshire
Designers, Inc. from 1995 through 1999. He serves on the Board of Directors of
Merchants Financial Group, Merchants National Bank, and HBC Communications.

     The Board of Directors has determined the Messrs. Goldberg, Romer, Sperry
and Winter qualify as independent members of the Board of Directors under the
definition promulgated by the NASDAQ Stock Market.

     Information about the ownership of the Common Stock of Hampshire Group,
Limited held by each nominee is included in the "Beneficial Ownership Table" on
Page 8 hereof.

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

OTHER MATTERS

     The Company knows of no other business to be acted upon at the Annual
Meeting. However, if any business is properly presented at the Annual Meeting,
the persons named as proxies will vote on them in accordance with their best
judgment on such matters.

                                      -4-
<PAGE>
                            COMPENSATION OF DIRECTORS

     During 2003, Messrs. Goldberg, Jackson, Sperry and Romer each received
annual director and committee fees of $40,000. Mr. Woodworth received annual
director fees of $25,000 and Mr. Winter received partial year director fees of
$23,000. Further, Messrs. Goldberg, Romer, Sperry and Winter each received fees
of $15,000 for serving on the Special Committee which was responsible for
negotiating and approving the terms of the disposal of Hampshire Investments,
Limited. Mr. Kuttner and Eugene Warsaw, executive officers of the Company who
also serve as directors, did not receive director fees. The Company reimburses
the directors for expenses associated with attendance at the meetings of the
Board of Directors and Committees.

             INFORMATION ABOUT COMMITTEES OF THE BOARD OF DIRECTORS

     The Board of Directors has three standing committees:

Audit Committee
---------------
     The Audit Committee currently has four members, Irwin Winter
(Chairman), Joel Goldberg, Richard Romer and Harvey Sperry. The Audit Committee
has the authority to retain and terminate the services of the Company's
independent accountants, reviews annual financial statements, considers matters
relating to accounting policy and internal controls and reviews the scope of
annual audits. All members of the Audit Committee satisfy the current
independence standards promulgated by the Securities and Exchange Commission and
by the NASDAQ Stock Market, as such standards apply specifically to members of
audit committees. The Board of Directors has determined that Mr. Winter is an
"audit committee financial expert," as the Securities and Exchange Commission
has defined that term in Item 401 of Regulation S-K. Please also see the report
of the Audit Committee set forth elsewhere in this proxy statement and the Audit
Committee's Charter attached hereto as Appendix A.

Compensation Committee
----------------------
     The Compensation Committee currently has three members, Joel Goldberg
(Chairman), Harvey Sperry and Irwin Winter. The Compensation Committee, as a
Committee of the Board of Directors, has oversight responsibility relating to
officer and senior management compensation, succession planning for senior
management, and such other duties as directed by the Board of Directors. All
members of the Compensation Committee qualify as independent under the
definition promulgated by the NASDAQ Stock Market. Please also see the report of
the Compensation Committee set forth elsewhere in this proxy statement.

                                      -5-

<PAGE>
Nominating Committee
--------------------
     The Nominating Committee currently has three members, Harvey Sperry
(Chairman), Joel Goldberg and Irwin Winter. The Nominating Committee, as a
Committee of the Board of Directors, is responsible to search for candidates to
serve as directors of the Company and determines the qualification of the
candidates. The Nominating Committee may consider candidates recommended by
stockholders as well as from other sources such as other directors or officers,
third party search firms or other appropriate sources. For all potential
candidates, the Nominating Committee may consider all factors it deems relevant,
such as a candidate's personal integrity and sound judgment, business and
professional skills and experience, independence, knowledge of the industry in
which the Company operates, possible conflicts of interest, diversity, the
extent to which the candidate would fill present needs on the Board of
Directors, and concern for the long-term interest of the stockholders. In
general, persons recommended by stockholders will be considered on the same
basis as candidates from other sources. If a stockholder wishes to nominate a
candidate to be considered for election as a director at the 2005 Annual Meeting
of Stockholders, it must follow the procedures described in "Stockholder
Proposals and Nominations For Directors." If a stockholder wishes simply to
propose a candidate for consideration as a nominee by the Nominating Committee,
it should submit any pertinent information regarding the candidate to the
Chairman of the Nominating Committee by mail c/o Hampshire Group, Limited, 215
Commerce Boulevard, Anderson, South Carolina 29625.

     The Nominating Committee also recommends candidates for committee
membership.

     All members of the Nominating Committee qualify as independent under the
definition promulgated by the NASDAQ Stock Market.

     A copy of the Nominating Committee's Charter is attached hereto as Appendix
B.

                    NUMBER OF MEETINGS AND MEETING ATTENDANCE

     During the fiscal year of 2003, the Board of Directors held five meetings,
the Audit Committee held eight meetings, and the Compensation Committee held
four meetings. The Nominating Committee was only established on March 18, 2004.
Each Director attended at least 75% of the meetings of the Board and Committees
on which he served. The Board of Directors has adopted a policy under which each
director is strongly encouraged to attend each annual meeting of our
stockholders. All of the Company's directors attended the Company's annual
meeting of stockholders held in 2003.

                                      -6-
<PAGE>
                     SHAREHOLDER COMMUNICATIONS TO THE BOARD

     Generally, stockholders who have questions or concerns should contact the
Company's Investor Relations department at (864) 225-6232. However, any
stockholder who wish to address questions regarding the Company's business
directly with the Board of Directors, or any individual director, should direct
his or her questions in writing to the Chairman or individual member of the
Board of Directors, c/o Hampshire Group, Limited, 215 Commerce Boulevard,
Anderson, South Carolina 29625.













                                      -7-
<PAGE>
                               BENEFICAL OWNERSHIP

     The following table sets forth certain information regarding the beneficial
ownership of Common Stock of the Company as of the Record Date by: (a) each
person known to the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock; (b) each director and named executive
officer of the Company designated in the section of the proxy statement
captioned "Executive Officers of the Registrant"; and (c) all directors and
executive officers of the Company as a group. Except as otherwise indicated, all
persons listed herein have sole voting power and investment power with respect
to their shares of Common Stock, except to the extent that authority is shared
by spouses under applicable law, and record and beneficial ownership with
respect to such shares.
<TABLE>
<CAPTION>
                           BENEFICIAL OWNERSHIP TABLE
                           --------------------------
         Stockholder                                                  Shares(1)  Percent
------------------------------------------------------------------  ------------ -------
<S>                                                                 <C>           <C>
Ludwig Kuttner - Estouteville, Keene VA 22946                       1,087,958(2)  26.45%
Fidelity Low-Price Stock Fund - 82 Devonshire St., Boston MA 02109    472,300     11.57%
Heartland Advisors, Inc. - 789 N. Water St., Milwaukee, WI  53202     300,000      7.35%
Royce & Associates LLC - 1414 Avenue of America,  New York, NY        289,900      7.10%
Peter W. Woodworth - 702 Main Street, Winona, MN 55987                220,703(3)   5.41%
Eugene Warsaw                                                          34,505(4)   1.09%
Harvey L. Sperry                                                        5,000        *
Joel Goldberg                                                           2,500        *
Corey Greenberg                                                         3,750(5)     *
Michael Culang                                                          1,500        *
Irwin W. Winter                                                           100        *
H. Edward Hurley                                                          -          -
Michael C. Jackson                                                        -          -
Richard V. Romer                                                          -          -
All directors and executive officers as a group (14 persons)        1,465,323     35.43%

* Represents beneficial ownership of less than 1% of the outstanding shares of
  the Company's Common Stock.

                                      -8-
<PAGE>
<FN>
(1)  The number of shares of Common Stock issued and outstanding on the Record
     Date was 4,081,971. The calculation of percentage ownership for each listed
     beneficial owner is based on the number of shares issued and outstanding on
     the Record Date, plus shares of Common Stock subject to options held by
     such person on the Record Date and exercisable within 60 days thereafter.

(2)  (Ludwig Kuttner) Includes 136,988 shares purchased for the account of Mr.
     Kuttner under the Company's Common Stock Purchase Plan for Directors and
     Executives (the "Common Stock Purchase Plan"), 23,044 shares issuable under
     presently exercisable options and 595,000 shares owned by a company
     controlled by Mr. Kuttner; but does not include 188,864 shares held by his
     spouse nor 80,000 shares held by their son, as to which Mr. Kuttner
     disclaims beneficial ownership.

(3)  (Peter W. Woodworth) Does not include 56,652 shares held by his spouse nor
     3,000 shares held by his children, as to which Mr. Woodworth disclaims
     beneficial ownership.

(4)  (Eugene Warsaw) Includes 10,000 shares of Common Stock issuable under
     presently exercisable options and 250 shares of Common Stock held by his
     children.

(5)  (Corey Greenberg) Represents 3,750 shares of Common Stock issuable under
     presently exercisable options.

</FN>
</TABLE>


                                      -9-
<PAGE>
                        EXECUTIVE OFFICERS OF THE COMPANY

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

     Name            Age                      Office
---------------------------------------------------------------------------
Ludwig Kuttner       57    Chairman of the Board, President and Chief
                           Executive Officer
---------------------------------------------------------------------------
Eugene Warsaw        76    President and Chief Executive Officer,
                           Hampshire Designers, Inc.
---------------------------------------------------------------------------
Corey Greenberg      53    President, Designers Originals and Segue
                           Divisions of Hampshire Designers, Inc.
---------------------------------------------------------------------------
Michael Culang       54    President, Hampshire Brands
                           Division of Hampshire Designers, Inc.
---------------------------------------------------------------------------
H. Edward Hurley     55    Executive Vice President,
                           Hampshire Designers, Inc.
---------------------------------------------------------------------------
Charles W. Clayton   66    Chief Financial Officer, Secretary and Treasurer
                           (Principal Financial Officer)
---------------------------------------------------------------------------
Roger B. Clark       51    Vice President Finance
                           (Principal Accounting Officer)
---------------------------------------------------------------------------
Susan C. Chu         41    Vice President and Counsel
---------------------------------------------------------------------------

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

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

     Corey Greenberg has been President of Designers Originals since 2000 and
President of Segue Limited since 1996, both of which are divisions of Hampshire
Designers, Inc. Previously he was Vice President of Segue from 1994 until 1996.

     Michael Culang has been President of Hampshire Brands, a division of
Hampshire Designers, Inc., since 1997. Prior to joining Hampshire, Mr. Culang
was President of Somerset Knitting Mills, a Division of Phillips-Van Heusen from
1986-1997.

                                      -10-
<PAGE>
     H. Edward Hurley has been Executive Vice President of Hampshire Designers,
Inc. since 1993. He was Vice President of Operations and Controller from 1986 to
1993. Previously, he was Controller of the Finishing Division of Springs
Industries, Inc.

     Charles W. Clayton is presently Chief Financial Officer of the Company. He
has been Secretary and Treasurer since 1984 and was Chief Financial Officer from
1984 through 2000 after serving as Vice President Finance and Controller from
1978 to 1983. Mr. Clayton was previously employed with Price Waterhouse & Co.
(now PricewaterhouseCoopers LLP), an international accounting firm.

     Roger B. Clark, Vice President Finance and Principal Accounting Officer,
joined the Company in 1999 as Vice President Finance. Prior to joining the
Company he was Chief Financial Officer and Executive Vice President of a
privately owned apparel manufacturing company.

     Susan C. Chu has been Vice President and Counsel of the Company since 1999.
Prior to joining the Company, Ms. Chu was employed by Piper & Marbury LLP, a
national law firm.







                                      -11-
<PAGE>
<TABLE>
                    COMPENSATION OF NAMED EXECUTIVE OFFICERS

     The following table sets forth information regarding the compensation of
the Company's Chief Executive Officer and its four next most highly compensated
executive officers (the "Named Executive Officers") for the years 2003, 2002 and
2001.
<CAPTION>
                                      SUMMARY COMPENSATION TABLE
 -----------------------------------------------------------------------------------------------
                                                                     Long-Term     All Other
                                             Annual Compensation   Compensation   Compensation
                                           -----------------------------------------------------
                                                                    Underlying
Name of Principal Position     Year        Salary         Bonus    Options (No.)
 -----------------------------------------------------------------------------------------------
<S>                            <C>        <C>           <C>            <C>        <C>
Ludwig Kuttner                 2003       $400,000      $  850,850       -        $256,302 (1)
Chairman, President and        2002        400,000       1,193,360       -         208,000
Chief Executive Officer        2001        400,000         828,240       -         106,800
------------------------------------------------------------------------------------------------
Eugene Warsaw                  2003        350,000       1,547,899       -          93,186 (2)
President and CEO,             2002        350,000       1,888,395       -         564,814
Hampshire Designers, Inc.      2001        350,000       1,100,026       -         474,214
------------------------------------------------------------------------------------------------
Corey Greenberg                2003        300,000       1,103,327       -           4,000 (3)
President, Designer Originals  2002        300,000         861,497       -           4,000
and Segue, Divisions of        2001        300,000         667,872       -           3,400
Hampshire Designers, Inc.
------------------------------------------------------------------------------------------------
Michael Culang                 2003        300,000         597,111       -           4,000 (3)
President, Hampshire           2002        300,000       1,257,394       -           4,000
Brands, Division of            2001        300,000         757,190     7,500         3,400
Hampshire Designers, Inc.
------------------------------------------------------------------------------------------------
H. Edward Hurley               2003        155,000         371,496       -           4,000 (3)
Executive Vice President,      2002        155,000         453,215       -           4,000
Hampshire Designers, Inc.      2001        147,000         275,293       -           3,400

------------------------------------------------------------------------------------------------
<FN>
(1)  Pursuant to the terms of a deferred compensation plan, Mr. Kuttner was
     awarded a contribution of $200,000 for the year ending 2003 and an
     aggregate of $48,302 interest has been accrued thereon pursuant to the
     Plan. In addition, the Company made contributions to the Company's 401(k)
     Retirement Savings Plan on behalf of Mr. Kuttner in the amount of $8,000
     during 2003.

(2)  Mr. Warsaw's employment agreement provides for payment of post retirement
     benefits in the amount of $1,350,000 over a five-year period. In accordance
     with the terms of this unfunded deferred compensation arrangement, the
     Company has accrued $89,186 during 2003. In addition, the Company made
     contributions to the Company's 401(k) Retirement Savings Plan on behalf of
     Mr. Warsaw in the amount of $4,000.

(3)  The Company made contributions to the Company's 401(k) Retirement Savings
     Plan on behalf of Messrs. Greenberg, Culang and Hurley in the amounts of
     $4,000 each during 2003.
</FN>
</TABLE>
                                      -12-
<PAGE>
<TABLE>
     The following table sets forth information regarding the exercise of
options during 2003 and the number and value of unexercised options held at
year-end by each of the Named Executive Officers.
<CAPTION>
                 AGGREGATED OPTION EXERCISED IN LAST FISCAL YEAR
                       AND DECEMBER 31, 2003 OPTION VALUES
------------------------------------------------------------------------------------------
                                             Number of Securities   Value of Unexercised
                   Number of                Underlying Unexercised  In-the-Money Options
                     Shares                  Options at 12/31/03         at 12/31/03
                   Acquired on     Value         Exercisable/            Exercisable/
         Name       Exercise     Realized       Unexercisable          Unexercisable (1)
------------------------------------------------------------------------------------------
<S>                  <C>        <C>           <C>                      <C>
Ludwig Kuttner       26,100     $550,100      20,000 / 10,000          $464,000 / $229,382
Eugene Warsaw           -            -        10,000 /    -             137,000 /      -
Corey Greenberg       2,625       38,146       3,750 /    -              61,195 /      -
Michael Culang        5,000       96,760       2,500 /    -              54,563 /      -
H. Edward Hurley     10,000      131,188         -   /    -                 -   /      -
-------------------------------------------------------------------------------------------
<FN>
(1)  The averages of the closing bid and ask price of the Company's Common Stock
     as reported by the NASDAQ National Market on December 31, 2003 was $31.825.
</FN>
     No stock option grants were made during 2003 to any of the Named Executive
Officers.

     The following table provides information as of December 31, 2003, with
respect to shares of the Company's Common Stock that may be issued under equity
compensation plans.
<CAPTION>
                              EQUITY COMPENSATION PLAN INFORMATION
                              ------------------------------------
                                                                              Number of securities
                                                                            remaining available for
                           Number of securities to    Weighted-average    future issuance under equity
                           be issued upon exercise    exercise price of       compensation plans
      Plan category        of outstanding options,   outstanding options,  (excluding securities in
                             warrants and rights     warrants and rights          column (a))
-------------------------- -----------------------   -------------------- --------------------------
                                      (a)                      (b)                    (c)
-------------------------- -----------------------   -------------------- --------------------------
<S>                                 <C>                       <C>                    <C>
Equity compensation plans
approved by security                135,775                   $13.18                 460,225
holders
-------------------------- -----------------------   -------------------- --------------------------
Equity compensation plans
not approved by security              None                     N/A                     None
holders
-------------------------- -----------------------   -------------------- --------------------------
      Total                         135,775                   $13.18                 460,225
-------------------------- -----------------------   -------------------- --------------------------
</TABLE>
                                      -13-
<PAGE>
                              EMPLOYMENT AGREEMENTS

     Mr. Kuttner has an employment agreement with the Company effective January
1, 1998, which provides for an annual salary of $400,000; annual incentive
compensation equal to 7% of the net after tax earnings of the Company; and an
annual deferred compensation payment of $200,000. The employment agreement may
be terminated by the Company or Mr. Kuttner at any time. If the Company
terminates the employment agreement without cause, Mr. Kuttner would receive an
amount ("severance payment") equal to: (i) his average annual compensation for
the five calendar years proceeding the year in which the termination occurs;
(ii) multiplied by two; and (iii) paid in 24 equal monthly installments. Mr.
Kuttner would receive an amount equal to the severance payment if he terminates
his employment within 180 days after a change of control, which would include a
merger where the Company did not survive, a sale by the Company of substantially
all of its assets, or the election of a majority of the directors who had not
been nominated by the existing board of directors. Mr. Kuttner's spouse would
receive an amount equal to the severance payment if he were to die while
employed by the Company. The Company carries insurance on the life of Mr.
Kuttner to cover such contingency.

     Mr. Warsaw has an employment agreement with Hampshire Designers, Inc. which
provided for an annual salary of $350,000 and an incentive bonus of 7% of the
adjusted pre-tax income of Hampshire Designers, Inc. The employment agreement
provides for the payment of post retirement benefits to Mr. Warsaw in the amount
of $300,000 per year for the first two years and $250,000 per year for the next
three years.

     Mr. Greenberg has an employment agreement with Hampshire Designers, Inc.,
terminating December 31, 2005, which provides for an annual salary of $300,000
and an incentive bonus based on the pre-tax income of Designers Originals and
Segue, Divisions of Hampshire Designers, Inc.

     Mr. Culang has an employment agreement with Hampshire Designers, Inc.,
terminating December 31, 2004, which provides for an annual salary of $300,000
and an incentive bonus based on the pre-tax income of Hampshire Brands, a
Division of Hampshire Designers, Inc.

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

     The Company assists the directors and executive officers in filing reports
pursuant to Section 16 of the Securities Exchange Act of 1934, including Form 4
transaction reports, for those reporting persons who so requested and who agreed
to advise the Company of changes in the ownership of the Company's equity
securities. To the best of the Company's knowledge and belief, based solely on
the review of reports filed with the Securities and Exchange Commission and upon
written representations by directors and certain executive officers, there were
no delinquent Section 16 reports during the fiscal year ended December 31, 2003.

                                      -14-

<PAGE>
                        COMPENSATION COMMITTEE INTERLOCKS

     Dr. Goldberg and Mr. Sperry have served as members of the Compensation
Committee since 1998 and 2000, respectively, and Mr. Winter was appointed to the
Committee in 2004. Neither member of the Committee is or has been an officer or
an employee of the Company.

                      REPORT OF THE COMPENSATION COMMITTEE
                          OF THE BOARD OF DIRECTORS ON
                             EXECUTIVE COMPENSATION

     The Compensation Committee is responsible for determining executive
compensation. The Committee reviews and recommends to the Board of Directors
cash and other compensation, including stock options, to be paid to the
management.

     Compensation of All Executives. The Committee believes that, in order to
maximize the Company's profitability, the Company must attract, motivate and
retain highly-qualified executives. To this end, the Company provides its
executives with competitive salaries and incentives, including equity-based
compensation, intended to align the interests of executives with that of the
stockholders.

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

     Incentive bonuses for Company officers, including Mr. Kuttner, are based on
annual goals established by the Committee. The incentive bonus is based on the
Company achieving after-tax income goals established by the Committee. The
incentive bonus paid to Mr. Kuttner for 2003 reflected the achievement of the
established goals.

     Chief Executive Officer Compensation. Mr. Kuttner's compensation is based
on his employment agreement with the Company, which provides for an annual
salary of $400,000, annual incentive bonus compensation equal to 7% of net
after-tax income of the Company and an annual deferred compensation payment of
$200,000.

     Long-Term Incentive Compensation. Long-term incentive compensation consists
of grants of stock options. Long-term incentive compensation awards are based on
the individual responsibilities of the executive, Company financial results and
financial performance of particular profit centers. Awards of stock options by
the Committee are made on a subjective basis after the Committee's evaluation of
an executive's performance. No option awards were made in 2003.

                                      -15-
<PAGE>
     Deductibility of Compensation Expense. Section 162(m) of the Internal
Revenue Code generally disallows a federal income tax deduction to publicly held
corporations for compensation over $1 million for its Chief Executive Officer or
any of its four other highest paid executive officers. Certain
"performance-based" compensation is not subject to the deduction limit if
certain requirements are met. The Hampshire Group, Limited Management Incentive
Bonus Plan (the "Bonus Plan") was approved by the Stockholders of the Company at
a Special Meeting on November 21, 2002. The Bonus Plan is designed to allow the
Company to pay "performance-based" compensation that is exempt from the
deduction limitation of Section 162(m). As a result of the adoption of the Bonus
Plan, the Company will be entitled to a tax deduction for all compensation paid
to Messrs. Kuttner, Warsaw, Greenberg and Culang for 2003. The Committee intends
to administer executive compensation programs in such a way that anticipated
compensation would be fully deductible under the Internal Revenue Code,
including submitting plans for stockholder approval when necessary.

                                       COMPENSATION COMMITTEE

                                       DR. JOEL GOLDBERG, CHAIRMAN
                                       HARVEY L. SPERRY
                                       IRWIN W. WINTER











                                      -16-
<PAGE>
                              INDEPENDENT AUDITORS

     Deloitte & Touche LLP has served as independent auditors for the Company
since 1999. A Deloitte & Touche LLP representative will be present at the Annual
Meeting and will have the opportunity to make a statement if he desires to do so
and will be available to respond to questions from stockholders. The Audit
Committee has appointed Deloitte & Touche LLP to audit the Company's financial
statements for the fiscal year ending December 31, 2004.

Audit Fees
----------
     The aggregate fees of Deloitte & Touche LLP for professional services
for the audit of the Company's annual consolidated financial statements as of
and for the year ended December 31, 2003 and for the limited reviews of the
Company's unaudited consolidated financial statements for the first three
quarters of 2003 were $166,725 and expenses related thereto were $7,973. The
aggregate fees for the audit and quarterly reviews for the Company for the year
2002 were $168,800.

Audit Related Services
----------------------
     During 2003, Deloitte & Touche LLP provided audit services relating to
the disposal of Hampshire Investment, Limited for which they were paid fees of
$21,219 and expenses related thereto were $4,911.

Tax Related Services
--------------------
     The aggregate fees billed to the Company during 2003 and 2002 for tax
related services rendered by Deloitte & Touche LLP were $44,709 and $44,600,
respectively, including $2,209 related expenses for 2003.

Other Fees
----------
      There were no other fees billed to the Company during 2003 or 2002 for
services rendered by Deloitte & Touche LLP.

     Commencing with fiscal 2003, the Audit Committee required all services
performed by Deloitte & Touche LLP, including non-audit related services, to be
approved in advance by the Audit Committee. In the opinion of the Audit
Committee, the non-audit services performed by Deloitte & Touche LLP do not
affect their independence.

                                      -17-
<PAGE>
               POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND
             PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

     Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent auditor. In recognition of this responsibility, the
Audit Committee has established a policy to pre-approve all audit and
permissible non-audit services provided by the independent auditor.

     Prior to engagement of the independent auditor for the next year's audit,
management will submit an aggregate of services expected to be rendered during
that year for each of four categories of services to the Audit Committee for
approval.

     1.   Audit services include audit work performed in the preparation of
          financial statements, as well as work that generally only the
          independent auditor can reasonably be expected to provide, including
          comfort letters, statutory audits, and attest services and
          consultation regarding financial accounting and/or reporting
          standards.

     2.   Audit-Related services are for assurance and related services that are
          traditionally performed by the independent auditor, including due
          diligence related to mergers and acquisitions, sales and disposals,
          employee benefit plan audits, and special procedures required to meet
          certain regulatory requirements.

     3.   Tax services include all services performed by the independent
          auditor's tax personnel except those services specifically related to
          the audit of the financial statements, and include fees in the areas
          of tax compliance, tax planning, and tax advice.

     4.   Other Fees are those associated with services not captured in other
          categories. The Company generally does not request such services from
          the independent auditor.

     Prior to engagement, the Audit Committee pre-approves these services by
category of service. The fees are budgeted and the Audit Committee requires the
independent auditor and management to report actual fees versus the budget
periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval.
In those instances, the Audit Committee requires specific pre-approval before
engaging the independent auditor.

     The Audit Committee may delegate pre-approval authority to one or more of
its members. The member to whom such authority is delegated must report any
pre-approval decisions to the Audit Committee at its next scheduled meeting.

                                      -18-
<PAGE>
                          REPORT OF THE AUDIT COMMITTEE

     The Audit Committee of the Board of Directors is comprised solely of
independent Directors complying with the Audit Committee Composition contained
in the Company's Amended and Restated Audit Committee Charter, which takes into
account the need to satisfy the independent criteria as defined by Rule
4200(a)(15) of the National Association of Securities Dealers Marketplace Rules.
In addition, the Board of Directors has determined that Irwin Winter, Chairman
of the Audit Committee, meets the SEC requirements for, and has designated him
as the Audit Committee Financial Expert.

     The Board of Directors has adopted a charter for the Audit Committee that
specifies the Audit Committee's duties and responsibilities.

     With respect to the audited consolidated financial statements for the year
ended December 31, 2003, the Audit Committee has reviewed and discussed the
statements with management and the engagement partner of Deloitte & Touche LLP.
The Audit Committee has discussed with the Deloitte & Touche LLP engagement
partner the matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

     The Audit Committee has received the written disclosures and the letter
from the independent auditors required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), as in effect as of the
date hereof, and the Committee has discussed with the engagement partner of
Deloitte & Touche LLP that firm's independence.

     Based upon the reviews and the discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2003, for filing with the Securities and Exchange Commission.

     The Audit Committee has provided this report.

                                                AUDIT COMMITTEE

                                                IRWIN WINTER, CHAIRMAN
                                                DR. JOEL GOLDBERG
                                                RICHARD V. ROMER
                                                HARVEY L. SPERRY

                                      -19-
<PAGE>
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company's Audit Committee reviews and approves in advance all
related-party transactions.

     The Company leases certain buildings from a company in which Ludwig
Kuttner, Chairman and Chief Executive Officer of the Company, has beneficial
ownership of 58% and Charles W. Clayton, Chief Financial Officer of the Company,
has an ownership of 4%. Rent expense under such leases for 2003 was $251,000.
The Company also leased certain buildings from Peter Woodworth, a Director of
the Company. Rent expense under such lease for 2003 was $59,000. The terms of
these leases were approved by the Board of Directors of the Company based on
independent confirmation that the leases are fair and reasonable and are at
market terms.

     Mr. Kuttner received a fee of $31,000 in 2003 as guarantor of certain of
the Company's debt, primarily related to Hampshire Investments, Limited.

     Michael Jackson, a Director of the Company, is a principal in Ironwood
Partners, LLC, which has provided financial consulting services to the Company
for which it was paid fees in the amount of $150,000 during 2003.

     On October 8, 2003, the Company completed the disposition of Hampshire
Investments, Limited ("HIL"), the investment subsidiary of the Company. A
special committee of the Board of Directors, comprised of the independent
directors, was responsible for negotiating and approving the terms of the
disposal because Ludwig Kuttner, Chairman and Chief Executive Officer, Peter W.
Woodworth, a Director, and Charles W. Clayton, Chief Financial Officer,
Secretary and Treasury of the Company, participated as purchasers of HIL.

     Certain HIL assets were sold to K Holdings, LLC, a company controlled by
Ludwig Kuttner, for a purchase price of 250,000 shares of the Company's Common
Stock. Subsequently, all of the outstanding shares of capital stock of HIL were
exchanged with an investor group consisting of Messrs. Kuttner, Woodworth and
Clayton for 450,000 shares of the Company's Common Stock. The fair market value
of the Company's Common Stock received in the two transactions was $23,905,000
based upon a closing price of $34.15 per share, as reported by NASDAQ at the
market close on October 7, 2003.

                                      -20-
<PAGE>






























                     This page was intentionally left blank.

                                      -21-
<PAGE>
                                PERFORMANCE GRAPH

     The following graph sets forth a comparison of the Company's stock
performance, the S&P 500 Composite Index and the S&P Textiles & Apparel Index,
in each case assuming an investment of $100 on December 31, 1998 and the
accumulation and the reinvestment of dividends, where applicable, paid
thereafter through December 31, 2003. The Company chose the S&P 500 Composite
Index as a measure of the broad equity market and the S&P Textiles & Apparel
Index as a measure of its relative industry performance.

                                 [GRAPH OMITTED]

-----------------------------------------------------------------
                         12/98  12/99  12/00  12/01  12/02  12/03
                         -----  -----  -----  -----  -----  -----
        HAMP              100     66     59     96    164    237
   S&P 500 Index          100    120    107     93     72     90
S&P Textile & Apparel     100     97    117    121    111    146
-----------------------------------------------------------------





                                      -22-
<PAGE>
                                 CODE OF ETHICS

     The Company has adopted a Code of Ethics for its directors and officers
(including its principal executive officer, principal financial officer, chief
accounting officer, controller and treasurer). The Code of Ethics has been filed
as an exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 2003. It is also available at the Company's website at
www.hamp.com; or a copy may be obtained free of charge by submitting a written
request to: Hampshire Group, Limited Attn: Corporate Secretary 215 Commerce
Boulevard Anderson, SC 29625-1303

               STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

     Proposals of stockholders intended to be presented at the 2005 Annual
Meeting must be received by the Company no later than December 26, 2004 to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Such proposals should be addressed to: Hampshire
Group, Limited, Attn.: Secretary, 215 Commerce Boulevard, Anderson, SC
29625-1303. If the Company does not receive notice of any matter to be
considered for presentation at the Annual Meeting by March 9, 2005, management
proxies may confer discretionary authority to vote on matters presented at the
Annual Meeting by a stockholder in accordance with Rule 14a-4 under the
Securities Exchange Act of 1934.

                               By order of the Board of Directors,

                               /s/ Ludwig Kuttner
                               ------------------------------
Anderson, South Carolina       Ludwig Kuttner
April 19, 2004                 Chairman of the Board of Directors,
                               President and Chief Executive Officer

The Company's Annual Report on Form 10-K for the year ended December 31, 2003
(other than exhibits which provides additional information about the Company)
filed with the Securities and Exchange Commission, is available on the internet
at www.hamp.com and is available in paper form to the beneficial owners of the
Company's Common Stock without charge upon written request to Hampshire Group,
Limited, Attention: Secretary, 215 Commerce Boulevard, Anderson, SC 29625-1303.

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

                                 -23-


<PAGE>
                                                                APPENDIX A

                            HAMPSHIRE GROUP, LIMITED
                         AMENDED AUDIT COMMITTEE CHARTER

I.   PURPOSE

     The purpose of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of Hampshire Group, Limited (the "Corporation") is to
oversee the accounting and financial reporting processes and the audits of the
financial statements of the Corporation.

II.  COMPOSITION/MEMBERSHIP

     A.   The Committee shall be comprised of three or more members of the Board
each of whom must:

          1.   Be independent, as defined in NASDAQ's listing requirements and
               meet the criteria for independence set forth in the Securities
               and Exchange Act of 1934 and any regulations promulgated there
               under, each as applicable and each as may be amended from time to
               time;

          2.   Not have participated in the preparation of the financial
               statements of the Corporation or any current subsidiary of the
               Corporation at any time during the past three years; and

          3.   Be able to read and understand fundamental financial statements,
               including a balance sheet, income statement and cash flow
               statement.

     In addition, at least one member must have past employment experience in
finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in the individual's
financial sophistication. Committee members may enhance their familiarity with
finance and accounting by participating in educational programs conducted by the
Corporation or an outside consultant.

     B. The members of the Committee shall be elected by the Board at the annual
meeting of the Board or until their successors shall be duly elected and
qualified. Unless a Chair of the Committee is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.

                                      -24-
<PAGE>
III. MEETINGS

     The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The presence in person or by telephone of a majority
of the Committee's members shall constitute a quorum for any meeting of the
Committee. All actions of the Committee will require the vote of a majority of
the members present at a meeting of the Committee at which a quorum is present.
As part of its job to foster open communication, the Committee should meet at
least annually with the executive management of each reporting segment of the
Corporation in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately.

     The Committee shall maintain and submit to the Board copies of minutes of
each meeting of the Committee, and each written consent to action taken without
a meeting, reflecting the actions so authorized or taken by the Committee since
the preceding meeting of the Board. A copy of the minutes of each meeting shall
be placed in the Audit Committee's minute book.

IV.  CHARTER AMENDMENTS

     Any member of the Committee may submit proposed Charter amendments to the
Board. The Board shall circulate any proposed charter amendment(s) to members of
the Committee immediately upon receipt. By a majority vote, the Board may
approve the amendments to the Charter.

V.   RESPONSIBILITIES, DUTIES AND AUTHORITY

     To fulfill its responsibilities and duties the Committee shall, and has the
authority to:

     A.   Documents/Reports Review

          1.   Review and reassess the adequacy of and update as needed this
               Charter periodically, but at least annually, as conditions
               dictate.

          2.   Review and discuss with management and the independent auditor
               the annual audited financial statements, including disclosures
               made in "Management's Discussion and Analysis of Financial
               Condition and Results of Operations", and recommend to the Board
               whether the audited financial statements should be included in
               the Corporation's Form 10-K.

          3.   Review and discuss with management and the independent auditor
               the Corporation's quarterly financial statements prior to the
               filing of its Form 10-Q, including the results of the independent
               auditor's review of the quarterly financial statements.

                                      -25-
<PAGE>
          4.   Discuss with management and the independent auditor the
               Corporation's earnings press releases, including the use of "pro
               forma" or "adjusted" non-GAAP information, as well as financial
               information and earnings guidance provided to analysts and rating
               agencies. Such discussion may be done generally (consisting of
               discussing the types of information to be disclosed and the types
               of presentations to be made). The Committee need not discuss in
               advance each earnings release or each instance in which the
               Corporation may provide earnings guidance.

          5.   Discuss with management and the independent auditor significant
               financial reporting issues and judgments made in connection with
               the preparation of the Corporation's financial statements,
               including any significant changes in the Corporation's selection
               or application of accounting principles, any major issues as to
               the adequacy of the Corporation's internal controls and any
               special steps adopted in light of material control deficiencies.

          6.   Review disclosures made to the Committee by the Corporation's
               Chief Executive Officer and Chief Financial Officer during their
               certification process for the Form 10-K and Form 10-Q about any
               significant deficiencies in the design or operation of internal
               controls or material weaknesses therein and any fraud involving
               management or other employees who have a significant role in the
               Corporation's internal controls.

     B.   Independent Auditors

          1.   Make the selection of the independent auditors, considering the
               independence and effectiveness of the independent auditors. On at
               least an annual basis, the Committee should obtain and review a
               report from the independent auditor regarding (a) the independent
               auditor's internal quality-control procedures, (b) any material
               issues raised by the most recent internal quality-control review,
               or peer review, of the firm, or by any inquiry or investigation
               by governmental or professional authorities within the preceding
               five years respecting one or more independent audits carried out
               by the firm, (c) any steps taken to deal with any such issues,
               and (d) the relationships between the independent auditor and the
               Corporation and the services provided by the independent auditor
               to the Corporation that may impact the objectivity and
               independence of the auditor. Such reports must include a formal
               written statement consistent with Independence Standards Board
               Standard 1. The Committee must take, or recommend that the full
               Board take, appropriate action to oversee the independence of the
               outside auditor.

          2.   Be responsible for the appointment, compensation, retention and
               oversight of the work of the registered public accounting firm
               engaged (including resolution of disagreements between management
               and the independent accounting firm regarding financial
               reporting) for the purpose of preparing or issuing an audit
               report or performing other audit, review or attest services for
               the corporation. Such accounting firm must report directly to the
               Committee.

                                      -26-
<PAGE>
          3.   Review the performance of the independent auditors and recommend
               or approve any proposed termination, replacement or other
               discharge of the independent auditors when circumstances warrant.

          4.   Periodically consult with the independent auditors out of the
               presence of management about internal controls and procedures and
               the completeness and accuracy of the Corporation's financial
               statements.

          5.   Review and pre-approve all audit and permitted non-audit services
               to be provided by the Corporation's independent auditors,
               including, without limitation the proposed fee structure of such
               proposals.

          6.   Review with the independent auditors for the Corporation the
               audit report provided by the Corporation's independent auditors,
               which should include:

               (a)  All critical accounting policies and practices to be used;

               (b)  All alternative treatments within GAAP for policies and
                    practices related to material items that have been discussed
                    with management of the Corporation, including the
                    ramifications of using the alternative treatments and the
                    treatment preferred by the independent auditors; and

               (c)  Other material written communications between the
                    independent auditors and management such as any management
                    letter or schedule of unadjusted differences.

          7.   Ensure that the lead (or concurring) audit partner serves in that
               capacity with respect to the Corporation for no more than five
               consecutive years. Ensure that any partner other than the lead or
               concurring partner serves no more than seven years at the partner
               level on the Corporation's audits.

          8.   Set clear policies for the Corporation's hiring of employees or
               former employees of the independent auditor.

     C.   Financial Reporting Processes

          1.   Oversee the accounting and financial reporting processes of the
               Corporation and the audits of the financial statements of the
               Corporation.

          2.   In consultation with the independent auditors, review the
               integrity of the Corporation's financial reporting processes,
               both internal and external.

                                      -27-
<PAGE>

          3.   Consider and assess the independent auditors' judgments about the
               quality and appropriateness of the Corporation's accounting
               principles as applied in its financial reporting.

          4.   Consider and approve material changes to the Corporation's
               auditing and accounting principles and practices as suggested by
               the independent auditors and management.

          5.   Review with management and the independent auditors any matters
               required to be discussed by Statement on Auditing Standards No.
               61, as amended, related to the conduct of the audit.

          6.   Discuss with management the Corporation's major financial risk
               exposures and the steps management has taken to monitor and
               control such exposures, including the Corporation's risk
               assessment and risk management policies.

     D.   Process Improvement

          1.   Establish regular and separate systems of reporting to the
               Committee by each of management and independent auditors
               regarding any significant judgments made in management's
               preparation of the financial statements and the view of each as
               to appropriateness of such judgments.

          2.   Following completion of the annual audit, review separately with
               each of management and the independent auditors any significant
               difficulties encountered during the course of the audit,
               including any restrictions on the scope of work or access to
               required information.

          3.   Review any significant disagreement among management and the
               independent auditors in connection with the preparation of the
               financial statements.

          4.   Review with the independent auditors and management the extent to
               which changes or improvements in financial or accounting
               practices, as approved by the Committee, have been implemented.

          5.   Make regular reports to the Board, which shall include a review
               of any issues that arise with respect to the quality or integrity
               of the Corporation's financial statements, the Corporation's
               compliance with legal or regulatory requirements and the
               performance and independence of the Corporation's independent
               auditor.

                                      -28-
<PAGE>
     E.   Ethical and Legal Compliance

          1.   Review and update periodically the Corporation's Code of Ethics
               and ensure that management has established a system to enforce
               this Code.

          2.   Review management's monitoring of the Corporation's compliance
               with its Code of Ethics and ensure that management has the proper
               review system in place to ensure that Corporation's financial
               statements, reports and other financial information disseminated
               to governmental organizations, and the public satisfy legal
               requirements.

          3.   Review, with the Corporation's counsel, legal compliance matters
               including corporate securities trading policies.

          4.   Review, with the Corporation's counsel, any legal matter that
               could have a significant impact on the Corporation's financial
               statements.

          5.   Perform any other activities consistent with this Charter, the
               Corporation's By-laws and governing law, as the Committee or the
               Board deems necessary or appropriate.

          6.   Approve all related party transactions entered into by the
               Corporation with any of the Corporation's directors or executive
               officers.

     F.   Complaints

          1.   Establish procedures for the receipt, retention and treatment of
               complaints received by the Corporation regarding accounting,
               internal accounting controls or auditing matters.

          2.   Establish procedures for the confidential, anonymous submission
               by employees of the Corporation of concerns regarding
               questionable accounting or auditing matters.

     G.   Engage Advisors

          1.   Engage independent counsel and other advisers, as the Committee
               deems necessary to carry out its duties.


                                      -29-
<PAGE>
     H.   Funding

          Determine the appropriate funding needed by the Committee for payment
of:

          1.   Compensation to any registered public accounting firm engaged for
               the purposes of preparing or issuing an audit report or
               performing other audit, review or attest services for the
               Corporation;

          2.   Compensation to any independent counsel and other advisers
               employed by the Committee as it deems necessary to carry out its
               duties; and

          3.   Ordinary administrative expenses of the Committee that are
               necessary or appropriate in carrying out its duties.

     I.   Other

          1.   Review, evaluate and reassess the performance of the Committee
               annually and discuss such annual performance evaluation with the
               Board.

          2.   Do every other act incidental to, arising out of or in connection
               with, the authority granted to the Committee hereby or the
               carrying out of the Committee's duties and responsibilities
               hereunder.

VI.  LIMITATION OF COMMITTEE'S ROLE

     While the Committee has the authority, powers, and responsibilities set
forth in this Charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Corporation's financial statements and
disclosures are complete and accurate and are in accordance with GAAP and
applicable legal, accounting, and other requirements. These are the
responsibilities of the Corporation's management and the independent auditors.


                                      -30-
<PAGE>
                                                                 APPENDIX B

                            HAMPSHIRE GROUP, LIMITED
                          NOMINATING COMMITTEE CHARTER

I.   PURPOSE

     The purpose of the Nominating Committee (the "Committee") of the Board of
Directors (the "Board") of Hampshire Group, Limited (the "Company") is to make
recommendations on the composition of the Board.

II.  COMPOSITION/MEMBERSHIP

     The Committee shall be appointed by the Board and shall consist of three
(3) or more directors, as determined by the Board from time to time, each of
whom shall be an independent director of the Company and shall meet the
applicable independence requirements of NASDAQ and shall be selected and
retained in compliance with all applicable rules, regulations and statutes. Each
Committee member shall serve until a successor to such member is duly elected
and qualified or until such member's resignation or removal from the Board or
the Committee. The Chairman of the Committee shall be designated by the Board.

III. MEETINGS

     The Committee shall hold such regular meetings as may be necessary or
advisable, but no less frequently than annually, and hold such special meetings
as may be called by the Committee's Chairman or the Chairman of the Board. The
presence in person or by telephone of a majority of the Committee's members
shall constitute a quorum for any meeting of the Committee. All actions of the
Committee will require the vote of a majority of its members present at a
meeting of the Committee at which a quorum is present.

     The Chairman of the Committee should consult with Company management in the
process of establishing agendas for Committee meetings.

     The Committee shall maintain and submit to the Board copies of minutes of
each meeting of the Committee, and each written consent to action taken without
a meeting, reflecting the actions so authorized or taken by the Committee at
such meeting of the Committee. A copy of the minutes of each meeting shall be
placed in the Company's minute book.

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IV.  CHARTER AMENDMENT

     Any member of the Committee may submit to the Board proposed amendments to
this Committee Charter. The Board shall circulate any proposed Charter
amendment(s) to members of the Committee promptly upon receipt. By a majority
vote, the Board may approve the amendments to this Charter.

V.   RESPONSIBILITIES, DUTIES AND AUTHORITY

     To fulfill its responsibilities and duties the Committee shall, and has the
authority to:

     A.   Establish criteria and procedures for identifying candidates for the
          Board; periodically review potential candidates, including those
          submitted in accordance with the By-Laws or proxy materials of the
          Company, and recommend to the Board nominees for election as directors
          of the Company; and have the sole authority to hire and terminate the
          services of any search firm used in the identification of director
          candidates and approve such search firm's fees and other terms and
          conditions of such engagement.

     B.   Perform any other activities consistent with this Charter and the
          Company's By-Laws as the Committee, the Board, the Chairman of the
          Board and/or the Chief Executive Officer of the Company, if not the
          Chairman, deems necessary or appropriate.

     C.   Review and reassess, at least annually, the adequacy of this Charter
          and recommend to the Board for its consideration any improvements in
          this Charter that the Committee deems necessary or appropriate.





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 P                 PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
            HAMPSHIRE GROUP, LIMITED FOR ANNUAL MEETING OF STOCKHOLDERS
    ---------------------------------------------------------------------------
 R  The undersigned Stockholder(s) of Hampshire Group, Limited (the "Company"),
    having received Notice of the Annual Meeting of Stockholders to be held on
    May 20, 2004 and the Proxy Statement accompanying such Notice, hereby
 O  constitutes and appoints Ludwig Kuttner and Harvey L. Sperry and each of
    them, with several powers of substitution, for and in the name, place and
    stead of the undersigned, to attend the meeting and vote all shares of
 X  common stock of the Company, which the undersigned would be entitled to
    vote at the Annual Meeting, to be held at HSBC Bank USA, 452 Fifth Avenue,
    New York, New York, on May 20, 2004, at 10:00 A.M. and at any and all
 Y  adjournments thereof, with all power the undersigned would possess if
    personally present.

    In their discretion the proxies are authorized to vote upon such other
    matters as may properly come before the meeting or any and all
    postponements or adjournments thereof.

    Proposal No.1:  Election of five directors.  Nominees: 01 - Ludwig Kuttner;
                    02 - Joel Goldberg; 03 - Michael C. Jackson;
                    04 - Harvey L. Sperry; and 05 - Irwin W. Winter.

    ____  For all nominees listed above  ____ Withhold authority to vote for
                                              all nominees
    ____  Withhold authority to vote for any individual nominee
          ____, ____, ____, ____.
         (write numbers of nominee(s) above).
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     This proxy will be voted as directed; but if no direction is indicated it
     will be voted FOR the election of the five nominees for director listed
     above.

                                 Number of shares: __________
                                 Dated:  _______________, 2004
                                 Signature(s) ______________________________

                                              ______________________________

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