Registration No. 33-______


    As filed with the Securities and Exchange Commission on January 16, 2001.
       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               FORM S-8 / FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                            HAMPSHIRE GROUP, LIMITED
                            ------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                           06-0967107
   ----------------------                                -----------------
  (State of Incorporation)                              (I.R.S. EIN Number)

                             215 Commerce Boulevard
                         Anderson, South Carolina 29625
                    (Address of Principal Executive Offices)


                 HAMPSHIRE GROUP, LIMITED 1992 STOCK OPTION PLAN
                                       and
HAMPSHIRE GROUP, LIMITED COMMON STOCK PURCHASE PLAN FOR DIRECTORS AND EXECUTIVES

                       Charles W. Clayton, Vice President,
                             Secretary and Treasurer
                            Hampshire Group, Limited
                             215 Commerce Boulevard
                         Anderson, South Carolina 29625
                           Telephone: (864) 225-6232
                          (Name, Address and Telephone
                          Number of Agent for Service)

                                 With a copy to:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                            New York, New York 10019
                            Telephone: (212) 728-8000

<PAGE>
                         CALCULATION OF REGISTRATION FEE


--------------- -------------- ---------------- ----------------- -------------
                                  Proposed          Proposed        Amount of
   Title of       Number of        Maximum          Maximum      Registration
 Securities to   Shares to be   Offering Price      Aggregate          Fee
 be Registered    Registered      Per Share      Offering Price
--------------- -------------- ---------------- ----------------- -------------

Common Stock,     750,000 (1)     $7.50 (2)       $5,625,000 (2)    $1,485.00
par value
$0.10 per share


(1)  Represents (i) 500,000  additional shares of common stock issuable upon the
     exercise of options granted pursuant to the Hampshire  Group,  Limited 1992
     Stock Option Plan,  as amended (the "Option  Plan");  (ii) 76,359 shares of
     common stock  allocated to participant  accounts  pursuant to the Hampshire
     Group, Limited Common Stock Purchase Plan for Directors and Executives (the
     "Purchase Plan" and together with the Option Plan, the "Plans");  and (iii)
     173,641  additional  shares  of common  stock  which  may be  allocated  to
     participant  accounts and issued under the Purchase Plan (the "Stock").  In
     addition,  this Registration  Statement covers an indeterminable  number of
     additional  shares as may  hereafter be offered or issued,  pursuant to the
     Plans, to prevent dilution resulting from stock splits,  stock dividends or
     similar transactions effected without the receipt of consideration.

(2)  Estimated  solely  for  calculating  the  amount  of the  registration  fee
     pursuant to  paragraphs  (c) and (h) of Rule 457 of the  Securities  Act of
     1933,  as amended (the  "Securities  Act") based on the average of the high
     and low price per  share of the  common  stock as  reported  on NASDAQ  for
     January 11, 2001.




                                   - ii -
<PAGE>

                                EXPLANATORY NOTE

     The documents  containing the  information  specified in Part I of Form S-8
sent or given to intended  recipients as specified by Rule  428(b)(1)  under the
Securities Act, together with the documents  incorporated by reference into this
Registration  Statement pursuant to Part II, Item 3 of Form S-8,  constitute the
requisite  prospectus  that  meets  the  requirements  of  Section  10(a) of the
Securities Act. The prospectus filed as part of this Registration  Statement has
been prepared  pursuant to Instruction C of Form S-8, and in accordance with the
requirements of Part I of Form S-3 and may be used in connection with offers for
resale of certain  shares of common stock  acquired by the selling  stockholders
(as defined therein).













                                 - iii -

<PAGE>
                                   PROSPECTUS
                                   ----------
                            HAMPSHIRE GROUP, LIMITED

            76,359 Shares of Common Stock, par value $0.10 per share

     This  prospectus  may be used by  certain  stockholders,  named  under  the
caption "Selling  Stockholders"  herein, in connection with their sales of up to
76,359  shares of  common  stock of  Hampshire  Group,  Limited,  issued to them
pursuant  to the  Hampshire  Group,  Limited  Common  Stock  Purchase  Plan  for
Directors  and  Executives.  We expect that selling  stockholders  who choose to
offer and sell  their  shares  will do so from time to time in  ordinary  market
transactions at then-current market prices for shares of our common stock, or in
other  transactions  at  negotiated  prices.  We will pay the  expenses  of this
prospectus  but will  receive no part of the  proceeds  of any such  sales.  The
selling  stockholders  will receive all of the net proceeds from the sale of the
shares of common stock offered hereby.

     The selling  stockholders  and brokers  through  whom sales are made may be
deemed  "underwriters"  within the  meaning of the  Securities  Act of 1933,  as
amended (the  "Securities  Act") and any profits or commissions  received by the
selling  stockholders  or such  brokers may be deemed  underwriting  commissions
under the Securities Act. See "Plan of Distribution."

     Our common stock is currently  traded on the Nasdaq  National  Market under
the symbol  "HAMP." On January 11, 2001,  the closing  price of our common stock
was $7.875 per share.

     Our  principal  executive  offices are located at 215  Commerce  Boulevard,
Anderson, SC 29625, and our telephone number is (864) 225-6232.

     The date of this prospectus is January 16, 2001.

                            ________________________

 INVESTING IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CONSIDER CAREFULLY THE
RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS BEFORE MAKING A DECISION TO
                           PURCHASE OUR COMMON STOCK.

                            ________________________

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
 COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                             ______________________


                                      - 1 -
<PAGE>
                                TABLE OF CONTENTS

                                                                         Page

Risk Factors     -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -   3

Special Statement Regarding Forward-Looking Statements  -  -  -  -  -  -   5

About This Prospectus    -  -  -  -  -  -  -  -  -  -   -  -  -  -  -  -   5

The Company -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  6

Use of Proceeds -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 6

Selling Stockholders -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  7

Plan of Distribution   -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -   8

Interests of Named Experts and Counsel   -  -  -  -  -  -  -  -  -  -  -   9

Material Changes  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 10

About This Prospectus and Where You May Find More Information -  -  -  -  10

Experts -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  12

Commission's Position on Indemnification of Securities Act Liability  -   12


PART II - Information required in the Registration Statement

    Item 3. - Incorporation of Certain Documents by Reference  -  -  -  - 13

    Item 5. - Interests of Named Experts and Counsel -  -  -  -  -  -  -  14

    Item 8. - Exhibits  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 14

    Signatures    -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 15


                                      - 2 -
<PAGE>
                                  RISK FACTORS

     Investing  in our common stock  involves a high degree of risk.  You should
carefully  consider the following risk factors and all other information in this
prospectus  before  purchasing  our common  stock.  The risks and  uncertainties
described  below  are  not  the  only  ones  facing  us.  Additional  risks  and
uncertainties that we are unaware of, or that we currently deem immaterial, also
may become important factors that affect us.

     If any of the following risks occur, our business,  financial  condition or
results of operations could be materially and adversely affected.  In that case,
the trading  price of our common stock could  decline,  and you may lose some or
all of your investment.

We face intense competition.
---------------------------
     Competition  in the  apparel  industry  is  intense  and is based on price,
quality and service.  While we face  competition  from a large number of apparel
manufacturers  located in the United States, our primary  competition comes from
manufacturers located in Hong Kong, Taiwan, South Korea, Bangladesh,  India, Sri
Lanka,  Malaysia and Singapore.  The foreign competitors benefit from production
cost  advantages,  which are offset in part by United  States  import  quota and
tariff protection.

We may not continue to benefit from certain import quota and tariff protection.
------------------------------------------------------------------------------
     As a result of bilateral  agreements  between the United States and certain
foreign countries negotiated under the framework  established by the Arrangement
Regarding  International  Trade in  Textiles,  we benefit  from import quota and
tariff  protection  in  certain   categories  of  its  apparel   business.   Our
profitability could be adversely affected if the quotas and tariffs were reduced
or eliminated.

We may lose one or more of our major customers.
----------------------------------------------
     Our business is highly dependent on the continued  relationship  with major
retailers.  The  loss of one or more of  these  retailers  as a  customer  could
adversely affect the Company's business.

The bankruptcy of certain  customers may have an adverse affect on our financial
condition.
-------------------------------------------------------------------------------
     In the past  several  years,  a number  of  retail  stores  have  filed for
bankruptcy protection, including certain of our customers. Through management of
our accounts  receivable,  however,  we have ensured that such bankruptcies have
not had a material adverse effect on our financial condition. However, there can
be  no  assurance  that  additional  customers  will  not  file  for  bankruptcy
protection in the future and that such  bankruptcies  will not adversely  affect
our financial condition.

                                       -3-
<PAGE>
We may be subject to additional costs due to the unionization of our employees.
------------------------------------------------------------------------------
     The Company and its employees are not parties to any collective  bargaining
agreements  except with the UNITE Labor Union which represents  approximately 13
employees  of the  Company's  wholly-owned  subsidiary,  Item-Eyes,  Inc. If our
employees  should elect to be  represented  by a union in the future,  increased
costs may be incurred and our financial results could be adversely affected.

We may lose one or more of our key employees.
--------------------------------------------
     Our business is highly dependent on our senior management.  The loss of the
services of one or more of these senior managers,  if adequate replacements were
not found, could adversely affect the Company's business.

We may not be able to realize the benefits of recent acquisitions.
-----------------------------------------------------------------
     We  purchased  substantially  all of  the  assets  of  Item-Eyes,  Inc.,  a
privately  held  sportswear  company,  effective  as of August  20,  2000.  This
acquisition may not be as beneficial to us as we expect.

Our investments made through Hampshire  Investments,  Inc. are subject to market
risk with respect to foreign currencies.
-------------------------------------------------------------------------------
     Through Hampshire  Investments,  we purchase foreign based assets with U.S.
dollars or foreign currency purchased with U.S. dollars.  The real property that
we own outside of the United States is leased for either U.S. dollars,  or other
stable  currency.  Our primary  exposure to market risk with  respect to foreign
currencies is the impact that  fluctuations  in such  currencies may have on the
business of the lessees of our real property.

Our officers and directors have significant  control over us and their interests
may differ from yours.
-------------------------------------------------------------------------------
     Our directors and officers beneficially own or control approximately 36% of
our common stock. Individually and in the aggregate,  these stockholders will be
able  to  significantly  influence  our  management,  affairs  and  all  matters
requiring shareholder  approval. In particular,  this concentration of ownership
may have the effect of delaying,  deferring or preventing an  acquisition  of us
and may adversely affect the market price of our common stock.

                                      - 4 -

<PAGE>
             SPECIAL STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  You can identify these statements
by  forward-looking  words  such  as  "may,"  "will,"  "expect,"   "anticipate,"
"believe,"  "estimate,"  and  "continue"  or  similar  words.  You  should  read
statements  that contain these words  carefully  because they discuss our future
expectations, contain projections of our future results of operations, or of our
financial condition, or state other 'forward-looking" information.

     We believe that it is important to communicate  our future  expectations to
our investors.  However,  there may be events in the future that we are not able
to accurately predict or control and that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.

     Investors are cautioned that all  forward-looking  statements involve risks
and uncertainties, and actual results may differ materially from those discussed
as a result of various factors,  including those factors  described in the "Risk
Factors" section of this prospectus.  Readers should not place undue reliance on
our  forward-looking  statements.  Before you invest in our  common  stock,  you
should  be aware  that the  occurrence  of the  events  described  in the  "Risk
Factors"  section and  elsewhere  in this  prospectus  could harm our  business,
prospects, operating results and financial condition.


                              ABOUT THIS PROSPECTUS

     No  person  has  been  authorized  to give any  information  or to make any
representations  in connection  with this offering other than those contained in
this prospectus.  If given or made, such information or representations must not
be  relied  upon as having  been  authorized  by us.  This  prospectus  does not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  any
securities other than the registered securities to which it relates, or an offer
to, or  solicitation  of any person in any  jurisdiction  in which such offer or
solicitation would be unlawful. The delivery of this prospectus at any time does
not imply that the  information  herein is correct as of any time  subsequent to
its date.



                                      - 5 -
<PAGE>
                                   THE COMPANY

     We operate  two  business  segments  - Apparel  and  Investments.  Jointly,
Hampshire  Designers,  Inc.  and  Item-Eyes,  Inc, the Apparel  Segment,  is the
largest designer and manufacturer of sweaters in North America and a significant
supplier of assorted apparel.  Hampshire  Investments,  Limited was organized in
March  1997,  for the  purpose  of making  long-term,  diversified  investments,
primarily in real estate, both domestically and international.

     Information with respect to sales and operating income  attributable to the
business segments,  appears in Management's Discussion and Analysis of Financial
Condition and Results of Operations  included in our report on Form 10-K for the
year ended  December 31,  1999,  which  report is  incorporated  in its entirety
herein by reference.


                                 USE OF PROCEEDS

     This  prospectus  relates to shares of common stock being  offered and sold
for the accounts of certain selling stockholders. We will not receive any of the
proceeds from the sale of the shares of our common stock offered hereby,  all of
which  will  be  received  by such  selling  stockholders;  but we will  pay all
expenses related to the registration of the shares.


                                      - 6 -
<PAGE>
                              SELLING STOCKHOLDERS

     This prospectus relates to offers and sales by certain selling stockholders
of shares of common stock acquired or to be acquired by them under the Hampshire
Group,  Limited  Common Stock Purchase Plan for Directors and Executives and the
Hampshire Group,  Limited 1992 Stock Option Plan. The following table sets forth
the  names  and  positions  held  within  the past  three  years  with us or our
affiliates of the selling stockholders, the number of shares of our common stock
beneficially  owned by each of them as of  December 31, 2000 and the  number of
shares of our common  stock  covered by this  prospectus.  Because  the  selling
stockholders  may sell all or some  part of our  common  stock  which  they hold
pursuant  to this  prospectus  and the fact  that  this  offering  is not  being
underwritten  on a firm  commitment  basis,  no estimate  can be given as to the
amount  of  common  stock  that will be held by the  selling  stockholders  upon
termination  of this  Offering.  See "Plan of  Distribution."  Our common  stock
offered  by this  prospectus  may be offered  from time to time,  in whole or in
part, by the persons named below or by their transferees,  as to whom applicable
information  will,  to  the  extent  required,  be  set  forth  in a  prospectus
supplement.


                                      Beneficial      Shares        Shares
                       Position      ownership of   available for   owned
 Selling               with the      shares before   sale in the    after
Stockholder            Company      the Offering (1) Offering (2)  Offering
------------------- --------------- ---------------- ------------ ----------
Charles W. Clayton  Chief Financial
                    Officer, Vice
                    President,
                    Secretary, and
                    Treasurer           160,148         40,916     119,232

Eugene Warsaw       President and
                    Chief Executive
                    Officer of          132,395         35,443      96,952
                    Hampshire Designers,
                    Inc


                       Percent
                        Owned
 Selling              after the
Stockholder           Offering
------------------- ---------------
Charles W. Clayton      2.57%  (3)

Eugene Warsaw           2.09%  (3)


(1)  Includes  shares  previously  credited  to  the  accounts  of  the  selling
     stockholders  and held in trust under the Hampshire  Group,  Limited Common
     Stock  Purchase  Plan,  over which shares the selling  stockholders  do not
     exercise voting and/or  investment  power until after  distribution of such
     shares.

(2)  The table  assumes that each of the selling  stockholders  will sell all of
     the shares of our common  stock  offered  under this  prospectus,  although
     there can be no assurance that any Selling Stockholder will sell all or any
     of the  shares  of  common  stock  offered  by  such  selling  stockholders
     hereunder.

(3)  Based on 4,644,993 shares outstanding December 31, 2000.


                                      - 7 -
<PAGE>
                              PLAN OF DISTRIBUTION

     Since the  selling  stockholders  may  offer  all or part of the  shares of
common stock and since this offering is not being  underwritten
on a firm commitment  basis, no estimate can be given as to the amount of shares
of common stock to be offered for sale by the selling stockholders.

     The  selling  stockholders  may,  from time to time and  subject to certain
conditions,  effect sales of common stock owned by such selling  stockholders in
any of the following ways: (i) through  dealers;  (ii) through agents;  or (iii)
directly to one or more  purchasers.  The  distribution  of the shares of common
stock  may be  effected  from  time to time in one or more  transactions  in the
over-the-counter market,  transactions other than in the over-the-counter market
or a combination of such transactions.  Any such transactions may be effected at
prices and at terms then  prevailing,  or at prices  related to the then current
market price, or in negotiated  transactions,  by gift or otherwise. The selling
stockholders may effect such transactions by selling common stock to, or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the selling  stockholders and/or the
purchasers of common stock for whom they may act as agent.  In effecting  sales,
brokers  or dealers  engaged  by a selling  stockholder  may  arrange  for other
brokers  or  dealers  to   participate.   The  selling   stockholders   and  any
broker-dealers  or agents that  participate in the distribution of shares of the
common  stock by them  might be deemed to be  underwriters,  and any  discounts,
commissions  or  concessions  might be deemed to be  underwriting  discounts and
commissions,  within the meaning of the  Securities Act of 1933, as amended.

     We have been advised by the selling  stockholders  that they intend to sell
all or a portion of the shares of common stock offered  hereby from time to time
in the Nasdaq National  Market and that sales will be made at prices  prevailing
in  the  Nasdaq  National  Market  at the  times  of  such  sales.  The  selling
stockholders  may also  make  private  sales  directly  or  through  a broker or
brokers, who may act as agent or as principal. Further, the selling stockholders
may choose to dispose of the shares offered hereby by gift to a third party,  or
as a donation to a charitable or other non-profit entity. In connection with any
sales, the selling stockholders and any brokers  participating in such sales may
be deemed to be underwriters within the meaning of the Securities Act.

     Any  broker-dealer  participating in such transactions as agent may receive
commission from the selling  stockholders (and, if such broker acts as agent for
the  purchaser  of such  shares,  from  such  purchaser).  Usual  and  customary
brokerage  fees shall be paid by the selling  stockholders.  Broker-dealers  may
agree with the selling  stockholders  to sell a specified  number of shares at a
stipulated  price per share and to the extent such a broker-dealer  is unable to
do so acting as agent for the selling  stockholders,  to purchase as  principal,
any unsold shares at the price required to fulfill the broker-dealer  commitment
to the selling stockholders. Broker- dealers who acquire shares as principal may
thereafter  resell  such  shares  from time to time in  transactions  (which may
involve  crosses  and block  transactions  and which  may  involve  sales to and
through other  broker-dealers,  including  transactions of the nature  described
above) in the over-the-counter market, in negotiated transactions,  or otherwise
at market prices prevailing at the time of sale or at negotiated  prices, and in
connection  with such resales may pay to, or receive from the purchasers of such
shares commissions computed as described above.

                                      - 8 -
<PAGE>
     We have advised the selling  stockholders  that  Regulation  M  promulgated
under the Exchange Act may apply to sales in the market and have  informed  them
of the  possible  need for  delivery of copies of this  prospectus.  The selling
stockholders may indemnify any  broker-dealer  that participates in transactions
involving  the  sale  of  the  shares  against  certain  liabilities,  including
liabilities  arising  under the  Securities  Act.  Any  commissions  paid or any
discounts or concessions  allowed to any such  broker-dealers,  and, if any such
broker-dealers purchase shares as principal,  any profits received on the resale
of such shares, may be deemed to be underwriting discounts and commissions under
the Securities Act.

     Upon our being  notified  by the  selling  stockholders  that any  material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a cross or block trade,  a supplemental  prospectus  will be filed under
Rule  424(c)  under  the  Securities   Act,   setting  forth  the  name  of  the
participating  broker-dealer(s),  the  number of shares  involved,  the price at
which such shares were sold by the selling stockholders, the commissions paid or
discounts  or  concessions   allowed  by  the  selling   stockholders   to  such
broker-dealer(s),  and  where  applicable,  that such  broker-dealer(s)  did not
conduct any investigation to verify the information set out in this prospectus.

     Any securities  covered by this prospectus  which qualify for sale pursuant
to Rules 144 and 701 under the  Securities Act may be sold under Rule 144 rather
than  pursuant to this  prospectus.  In general,  under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated),  including any person
who may be deemed to be our  "affiliate",  is  entitled to sell within any three
month period "restricted  shares"  beneficially owned by him or her in an amount
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock or (ii) the average  weekly  trading volume in shares of our common
stock during the four calendar weeks preceding such sale, provided that at least
one year has elapsed since such shares were  acquired from us or our  affiliate.
Sales are also subject to certain  requirements as to the manner of sale, notice
and availability of current public  information  regarding us. However, a person
who has not been our  "affiliate"  at any time within  three months prior to the
sale  is  entitled  to sell  his or her  shares  without  regard  to the  volume
limitations or other  requirements of Rule 144,  provided that at least one year
has elapsed since such shares were acquired from us or our affiliate.

     There can be no assurance  that the selling  stockholders  will sell any or
all of the shares of common stock offered hereunder.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Willkie  Farr & Gallagher  are passing  upon the  validity of the shares of
common stock offered hereby for the Company.  As of the date of this prospectus,
Harvey L. Sperry,  a retired partner of Willkie Farr & Gallagher,  is a director
of the Company.


                                      - 9 -
<PAGE>
                                MATERIAL CHANGES

     There have been no material  changes in the  Company's  affairs  which have
occurred  since  December  31,  1999,  the end of the latest  fiscal year of the
Company for which certified financial  statements were included in the Company's
Annual Report to Stockholders,  and which have not been described in a report on
Form 10-Q or Form 8-K filed under the Exchange Act.



          ABOUT THIS PROSPECTUS AND WHERE YOU MAY FIND MORE INFORMATION

     We have filed with the  Securities  and Exchange  Commission a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, with respect
to the shares of our common stock offered under this prospectus. This prospectus
is part of the registration  statement.  This prospectus does not contain all of
the information contained in the registration  statement because we have omitted
parts of the registration statement in accordance with the rules and regulations
of the Securities and Exchange Commission. For further information, we refer you
to the  registration  statement,  which  you may  read  and  copy at the  public
reference  facilities  maintained by the Securities  and Exchange  Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and
at the Securities and Exchange  Commission's  Regional  Offices at 7 World Trade
Center,  13th Floor,  New York,  New York 10048,  and  Citicorp  Center,  500 W.
Madison Street, Suite 1400, Chicago,  Illinois 60661. You may also obtain copies
at the prescribed rates from the Public Reference  Section of the Securities and
Exchange Commission at its principal office in Washington, D.C. You may call the
Securities and Exchange  Commission at  1-800-SEC-0330  for further  information
about the  public  reference  rooms.  The  Securities  and  Exchange  Commission
maintains a web site that contains reports, proxy and information statements and
other information  regarding  registrants,  including Hampshire Group,  Limited,
that file  electronically with the Securities and Exchange  Commission.  You may
access the Securities and Exchange Commission's web site at http://www.sec.gov.

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended,  and we are required to file reports,  proxy statements
and other information with the Securities and Exchange Commission. Such reports,
proxy  statements  and other  information  can be  inspected  and  copied at the
locations described above. Our Securities and Exchange Commission File Number is
000-20201.  Copies of these  materials  can be  obtained by mail from the Public
Reference Section of the Securities and Exchange  Commission at Judiciary Plaza,
450 Fifth Street, N.W. Room 1024,  Washington,  D.C. 20549, at prescribed rates.
Our  common  stock is listed on the  Nasdaq  National  Market  under the  symbol
"HAMP."

     The  Securities  and  Exchange  Commission  allows  us  to  incorporate  by
reference the  information  that we file with them.  Incorporation  by reference
means that we can disclose  important  information  to you by  referring  you to
other documents that are legally  considered to be part of this prospectus,  and
later information that we file with the Securities and Exchange  Commission will
automatically  update and supersede the  information in this  prospectus and the
documents  listed below.  We  incorporate  by reference  the specific  documents
listed below and any


                                     - 10 -
<PAGE>
future filings we make with the Securities and Exchange Commission under Section
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 until all of
the shares of common stock offered under the prospectus are sold:

(a)  Hampshire's  Annual  Report  filed on Form 10-K for the  fiscal  year ended
     December 31, 1999, pursuant to the Exchange Act.

(b)  Hampshire's  Quarterly  Reports on Form 10-Q for the fiscal  quarters ended
     April 1,  2000,  July 1,  2000,  and  September  30,  2000,  filed with the
     Commission pursuant to the Exchange Act.

(c)  Hampshire's  Registration  Statement  on Form S-8 / S-3  (Registration  No.
     33-86312), filed on November 14, 1994 pursuant to the Exchange Act.

(d)  Hampshire's Current Reports on Form 8-K, filed with the Commission pursuant
     to the Exchange Act on May 11, 2000, July 10, 2000, and September 15, 2000,
     respectively,  and Current  Reports on Form 8-K/A filed with the Commission
     on July 10, 2000, and November 9, 2000, respectively; and

(e)  The   description  of  shares  of  our  common  stock,   contained  in  the
     Registration  Statement filed by the Registrant with the Commission on Form
     8-A, on May 13, 1992, pursuant to the Exchange Act.

     In addition,  all reports filed by the Company  pursuant to Sections 13(a),
13(c),  14 or  15(d)  of the  Exchange  Act,  subsequent  to the  date  of  this
prospectus  and prior to the  termination  of the offering  hereunder,  shall be
deemed to be  incorporated  in this  prospectus by reference and to be a part of
this  prospectus  from the date of the  filing of such  reports.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
in this prospectus  shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  in  this  prospectus  modifies  or  supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this prospectus.

     We will furnish  without  charge to each person,  including any  beneficial
owner,  to whom a copy of this  prospectus  is  delivered,  upon written or oral
request of such person, a copy of any and all of the information described above
that has been or may be incorporated herein by reference (other than exhibits to
such documents unless such exhibits are  specifically  incorporated by reference
into  such  documents).  Requests  for  such  information  may be  directed  to:
Hampshire  Group,  Limited,   Attention:   Corporate  Secretary,   215  Commerce
Boulevard, Anderson, South Carolina 29625, Telephone: (864) 225-6232.


                                     - 11 -
<PAGE>
                                     EXPERTS

     The  financial   statements  and  related  financial   statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  December  31, 1999 have been audited by Deloitte &
Touche  LLP,  independent  auditors,  as  included  in  their  report,  which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

     The  financial  statements  and schedules of the Company as of December 31,
1998 and for each of the two years then ended,  incorporated  in this prospectus
by  reference  to the  Company's  Annual  Report on Form 10-K for the year ended
December  31,  1999,  have been so  incorporated  in  reliance  on the report of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.


     DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                  LIABILITIES

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended,  may be permitted to directors,  officers and  controlling
persons of the Company  pursuant to the  foregoing  provisions,  the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in such act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the Company of expenses  incurred or paid by a director,  or
officer,  or controlling  person of the Company in the successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer,  or
controlling  person in connection  with the  securities  being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in such act and will be  governed by the final  adjudication  of such
issue.




                                     - 12 -
<PAGE>
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents,  filed with the Securities and Exchange Commission
(the  "Commission") by Hampshire  Group,  Limited,  a Delaware  corporation (the
"Company"), are incorporated by reference into the Registration Statement:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1999,  pursuant to the Securities Exchange Act of 1934, as amended (the
     "Exchange Act");

(b)  The Company's  Quarterly  Reports on Form 10-Q for the quarters ended April
     1, 2000,  July 1, 2000,  and September  30, 2000,  pursuant to the Exchange
     Act.

(c)  The Company's  Registration  Statement on Form S-8 / S-3  (Registration No.
     33-86312), filed on November 14, 1994, pursuant to the Securities Act;

(d)  The Company's  Current Reports on Form 8-K filed with the Commission on May
     11, 2000,  July 10, 2000,  and  September 15, 2000,  respectively,  and the
     Company's  Current  Reports on Form 8-K/A filed with the Commission on July
     10, 2000, and November 9, 2000, respectively;

(e)  The description of the common stock contained in the Company's Registration
     Statement on Form 8-A, filed on May 13, 1992, pursuant to the Exchange Act.

In addition,  all documents filed by the Company with the Commission pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment, which indicates that all the securities offered hereby have been sold
or which  deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents with the Commission. Any statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified,  or  superseded  for  purposes  hereof to the extent  that a statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated by reference  herein)  modifies or supersedes  such statement.  Any
statement so modified,  or  superseded  shall not be deemed to constitute a part
hereof except as so modified, or superseded.



                                     - 13 -
<PAGE>
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Willkie  Farr & Gallagher  are passing  upon the  validity of the shares of
common stock offered hereby for the Company. As of the date of this Registration
Statement, Harvey L. Sperry, a retired partner of Willkie Farr & Gallagher, is a
director of the Company.


ITEM 8.  EXHIBITS

Exhibit No.                 Exhibits incorporated by reference
----------  ------------------------------------------------------------
            Item-Eyes, Inc. Interim Unaudited Financial Statements for
            the Six Months Ended June 30, 2000                              (1)

            Item-Eyes, Inc. Financial Statements for the Year Ended
            December 31, 1999                                               (1)

            Item-Eyes, Inc. Financial Statements for the Year Ended
            December 31, 1998                                               (1)

            Item-Eyes, Inc. Financial Statements for the Year Ended
            December 31, 1997                                               (1)

            Hampshire Group Limited Unaudited Pro Forma Financial
            Statements                                                      (1)

            (1)  Incorporated by reference to the Company's
            November 9, 2000, Current Report on Form 8K/A


                             Exhibit filed herewith

  5         Opinion of Willkie Farr & Gallagher regarding the legality of
              the securities to be newly issued under the Plans.

 23.1       Consent of Deloitte & Touche LLP.

 23.2       Consent of Willkie Farr & Gallagher (included in Exhibit 5).

 23.3       Consent of PricewaterhouseCoopers LLP

 23.4       Consent of Berenson & Company LLP

 24         Power of Attorney


                                     - 14 -
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form  S-8/S-3 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Anderson, South Carolina, on this 16th day of January
2001. HAMPSHIRE GROUP, LIMITED

                                        By:  /s/ Ludwig Kuttner
                                             ------------------
                                        Ludwig Kuttner
                                        Chairman of the Board, President
                                        and Chief Executive Officer
-------------------------------------------------------------------------------
Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

    Signature                     Title                          Date
    ---------                  ------------               ------------------

/s/ Ludwig Kuttner
-----------------------       Chairman of the Board,          January 16, 2001
   Ludwig Kuttner             President and Chief Executive
                              Officer
                              (Principle Executive Officer)

/s/ Joel Goldberg
-----------------------         Director                      January 16, 2001
   Joel Goldberg

/s/ Harvey L. Sperry
-----------------------         Director                      January 16, 2001
   Harvey L. Sperry

/s/ Eugene Warsaw
-----------------------         Director                      January 16, 2001
   Eugene Warsaw

/s/ Peter W. Woodworth
-----------------------         Director                      January 16, 2001
  Peter W. Woodworth

/s/ Charles W. Clayton
-----------------------         Vice President,               January 16, 2001
  Charles W. Clayton            Secretary and Treasurer
                                (Principle Accounting Officer)

/s/ William W. Hodge
-----------------------         Vice President and            January 16, 2001
  William W. Hodge              Chief Financial Officer
                                (Principle Financial Officer)


                                     - 15 -
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 / FORM S-3", "secsgml_size_bytes": 44267}]
{"company-data": {"conformed-name": "HAMPSHIRE GROUP LTD", "cik": "0000887150", "assigned-sic": "2253", "irs-number": "060967107", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53750", "film-number": "1509533"}, "business-address": {"street1": "215 COMMERCE BLVD", "street2": "PO BOX 2667", "city": "ANDERSON", "state": "SC", "zip": "29625", "phone": "8642256232"}, "mail-address": {"street1": "215 COMMERCE BLVD", "street2": "PO BOX 2667", "city": "ANDERSON", "state": "SC", "zip": "29625"}}
Registration No. 33-______

    As filed with the Securities and Exchange Commission on January 16, 2001.
       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               FORM S-8 / FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            HAMPSHIRE GROUP, LIMITED
                            ------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                           06-0967107
   ----------------------                                -----------------
  (State of Incorporation)                              (I.R.S. EIN Number)

                             215 Commerce Boulevard
                         Anderson, South Carolina 29625
                    (Address of Principal Executive Offices)

                 HAMPSHIRE GROUP, LIMITED 1992 STOCK OPTION PLAN
                                       and
HAMPSHIRE GROUP, LIMITED COMMON STOCK PURCHASE PLAN FOR DIRECTORS AND EXECUTIVES

                       Charles W. Clayton, Vice President,
                             Secretary and Treasurer
                            Hampshire Group, Limited
                             215 Commerce Boulevard
                         Anderson, South Carolina 29625
                           Telephone: (864) 225-6232
                          (Name, Address and Telephone
                          Number of Agent for Service)

                                 With a copy to:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                            New York, New York 10019
                            Telephone: (212) 728-8000
CALCULATION OF REGISTRATION FEE

--------------- -------------- ---------------- ----------------- -------------
                                  Proposed          Proposed        Amount of
   Title of       Number of        Maximum          Maximum      Registration
 Securities to   Shares to be   Offering Price      Aggregate          Fee
 be Registered    Registered      Per Share      Offering Price
--------------- -------------- ---------------- ----------------- -------------

Common Stock,     750,000 (1)     $7.50 (2)       $5,625,000 (2)    $1,485.00
par value
$0.10 per share

(1)  Represents (i) 500,000  additional shares of common stock issuable upon the
     exercise of options granted pursuant to the Hampshire  Group,  Limited 1992
     Stock Option Plan,  as amended (the "Option  Plan");  (ii) 76,359 shares of
     common stock  allocated to participant  accounts  pursuant to the Hampshire
     Group, Limited Common Stock Purchase Plan for Directors and Executives (the
     "Purchase Plan" and together with the Option Plan, the "Plans");  and (iii)
     173,641  additional  shares  of common  stock  which  may be  allocated  to
     participant  accounts and issued under the Purchase Plan (the "Stock").  In
     addition,  this Registration  Statement covers an indeterminable  number of
     additional  shares as may  hereafter be offered or issued,  pursuant to the
     Plans, to prevent dilution resulting from stock splits,  stock dividends or
     similar transactions effected without the receipt of consideration.

(2)  Estimated  solely  for  calculating  the  amount  of the  registration  fee
     pursuant to  paragraphs  (c) and (h) of Rule 457 of the  Securities  Act of
     1933,  as amended (the  "Securities  Act") based on the average of the high
     and low price per  share of the  common  stock as  reported  on NASDAQ  for
     January 11, 2001.

                                   - ii -
EXPLANATORY NOTE

     The documents  containing the  information  specified in Part I of Form S-8
sent or given to intended  recipients as specified by Rule  428(b)(1)  under the
Securities Act, together with the documents  incorporated by reference into this
Registration  Statement pursuant to Part II, Item 3 of Form S-8,  constitute the
requisite  prospectus  that  meets  the  requirements  of  Section  10(a) of the
Securities Act. The prospectus filed as part of this Registration  Statement has
been prepared  pursuant to Instruction C of Form S-8, and in accordance with the
requirements of Part I of Form S-3 and may be used in connection with offers for
resale of certain  shares of common stock  acquired by the selling  stockholders
(as defined therein).

                                 - iii -
PROSPECTUS
                                   ----------
                            HAMPSHIRE GROUP, LIMITED

            76,359 Shares of Common Stock, par value $0.10 per share

     This  prospectus  may be used by  certain  stockholders,  named  under  the
caption "Selling  Stockholders"  herein, in connection with their sales of up to
76,359  shares of  common  stock of  Hampshire  Group,  Limited,  issued to them
pursuant  to the  Hampshire  Group,  Limited  Common  Stock  Purchase  Plan  for
Directors  and  Executives.  We expect that selling  stockholders  who choose to
offer and sell  their  shares  will do so from time to time in  ordinary  market
transactions at then-current market prices for shares of our common stock, or in
other  transactions  at  negotiated  prices.  We will pay the  expenses  of this
prospectus  but will  receive no part of the  proceeds  of any such  sales.  The
selling  stockholders  will receive all of the net proceeds from the sale of the
shares of common stock offered hereby.

     The selling  stockholders  and brokers  through  whom sales are made may be
deemed  "underwriters"  within the  meaning of the  Securities  Act of 1933,  as
amended (the  "Securities  Act") and any profits or commissions  received by the
selling  stockholders  or such  brokers may be deemed  underwriting  commissions
under the Securities Act. See "Plan of Distribution."

     Our common stock is currently  traded on the Nasdaq  National  Market under
the symbol  "HAMP." On January 11, 2001,  the closing  price of our common stock
was $7.875 per share.

     Our  principal  executive  offices are located at 215  Commerce  Boulevard,
Anderson, SC 29625, and our telephone number is (864) 225-6232.

     The date of this prospectus is January 16, 2001.

                            ________________________

 INVESTING IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CONSIDER CAREFULLY THE
RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS BEFORE MAKING A DECISION TO
                           PURCHASE OUR COMMON STOCK.

                            ________________________

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
 COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
                             ______________________

                                      - 1 -
TABLE OF CONTENTS

                                                                         Page

Risk Factors     -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -   3

Special Statement Regarding Forward-Looking Statements  -  -  -  -  -  -   5

About This Prospectus    -  -  -  -  -  -  -  -  -  -   -  -  -  -  -  -   5

The Company -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  6

Use of Proceeds -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 6

Selling Stockholders -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  7

Plan of Distribution   -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -   8

Interests of Named Experts and Counsel   -  -  -  -  -  -  -  -  -  -  -   9

Material Changes  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 10

About This Prospectus and Where You May Find More Information -  -  -  -  10

Experts -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  12

Commission's Position on Indemnification of Securities Act Liability  -   12

PART II - Information required in the Registration Statement

    Item 3. - Incorporation of Certain Documents by Reference  -  -  -  - 13

    Item 5. - Interests of Named Experts and Counsel -  -  -  -  -  -  -  14

    Item 8. - Exhibits  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 14

    Signatures    -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  -  - 15

                                      - 2 -
RISK FACTORS

     Investing  in our common stock  involves a high degree of risk.  You should
carefully  consider the following risk factors and all other information in this
prospectus  before  purchasing  our common  stock.  The risks and  uncertainties
described  below  are  not  the  only  ones  facing  us.  Additional  risks  and
uncertainties that we are unaware of, or that we currently deem immaterial, also
may become important factors that affect us.

     If any of the following risks occur, our business,  financial  condition or
results of operations could be materially and adversely affected.  In that case,
the trading  price of our common stock could  decline,  and you may lose some or
all of your investment.

We face intense competition.
---------------------------
     Competition  in the  apparel  industry  is  intense  and is based on price,
quality and service.  While we face  competition  from a large number of apparel
manufacturers  located in the United States, our primary  competition comes from
manufacturers located in Hong Kong, Taiwan, South Korea, Bangladesh,  India, Sri
Lanka,  Malaysia and Singapore.  The foreign competitors benefit from production
cost  advantages,  which are offset in part by United  States  import  quota and
tariff protection.

We may not continue to benefit from certain import quota and tariff protection.
------------------------------------------------------------------------------
     As a result of bilateral  agreements  between the United States and certain
foreign countries negotiated under the framework  established by the Arrangement
Regarding  International  Trade in  Textiles,  we benefit  from import quota and
tariff  protection  in  certain   categories  of  its  apparel   business.   Our
profitability could be adversely affected if the quotas and tariffs were reduced
or eliminated.

We may lose one or more of our major customers.
----------------------------------------------
     Our business is highly dependent on the continued  relationship  with major
retailers.  The  loss of one or more of  these  retailers  as a  customer  could
adversely affect the Company's business.

The bankruptcy of certain  customers may have an adverse affect on our financial
condition.
-------------------------------------------------------------------------------
     In the past  several  years,  a number  of  retail  stores  have  filed for
bankruptcy protection, including certain of our customers. Through management of
our accounts  receivable,  however,  we have ensured that such bankruptcies have
not had a material adverse effect on our financial condition. However, there can
be  no  assurance  that  additional  customers  will  not  file  for  bankruptcy
protection in the future and that such  bankruptcies  will not adversely  affect
our financial condition.

                                       -3-
We may be subject to additional costs due to the unionization of our employees.
------------------------------------------------------------------------------
     The Company and its employees are not parties to any collective  bargaining
agreements  except with the UNITE Labor Union which represents  approximately 13
employees  of the  Company's  wholly-owned  subsidiary,  Item-Eyes,  Inc. If our
employees  should elect to be  represented  by a union in the future,  increased
costs may be incurred and our financial results could be adversely affected.

We may lose one or more of our key employees.
--------------------------------------------
     Our business is highly dependent on our senior management.  The loss of the
services of one or more of these senior managers,  if adequate replacements were
not found, could adversely affect the Company's business.

We may not be able to realize the benefits of recent acquisitions.
-----------------------------------------------------------------
     We  purchased  substantially  all of  the  assets  of  Item-Eyes,  Inc.,  a
privately  held  sportswear  company,  effective  as of August  20,  2000.  This
acquisition may not be as beneficial to us as we expect.

Our investments made through Hampshire  Investments,  Inc. are subject to market
risk with respect to foreign currencies.
-------------------------------------------------------------------------------
     Through Hampshire  Investments,  we purchase foreign based assets with U.S.
dollars or foreign currency purchased with U.S. dollars.  The real property that
we own outside of the United States is leased for either U.S. dollars,  or other
stable  currency.  Our primary  exposure to market risk with  respect to foreign
currencies is the impact that  fluctuations  in such  currencies may have on the
business of the lessees of our real property.

Our officers and directors have significant  control over us and their interests
may differ from yours.
-------------------------------------------------------------------------------
     Our directors and officers beneficially own or control approximately 36% of
our common stock. Individually and in the aggregate,  these stockholders will be
able  to  significantly  influence  our  management,  affairs  and  all  matters
requiring shareholder  approval. In particular,  this concentration of ownership
may have the effect of delaying,  deferring or preventing an  acquisition  of us
and may adversely affect the market price of our common stock.

                                      - 4 -
SPECIAL STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  You can identify these statements
by  forward-looking  words  such  as  "may,"  "will,"  "expect,"   "anticipate,"
"believe,"  "estimate,"  and  "continue"  or  similar  words.  You  should  read
statements  that contain these words  carefully  because they discuss our future
expectations, contain projections of our future results of operations, or of our
financial condition, or state other 'forward-looking" information.

     We believe that it is important to communicate  our future  expectations to
our investors.  However,  there may be events in the future that we are not able
to accurately predict or control and that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.

     Investors are cautioned that all  forward-looking  statements involve risks
and uncertainties, and actual results may differ materially from those discussed
as a result of various factors,  including those factors  described in the "Risk
Factors" section of this prospectus.  Readers should not place undue reliance on
our  forward-looking  statements.  Before you invest in our  common  stock,  you
should  be aware  that the  occurrence  of the  events  described  in the  "Risk
Factors"  section and  elsewhere  in this  prospectus  could harm our  business,
prospects, operating results and financial condition.

                              ABOUT THIS PROSPECTUS

     No  person  has  been  authorized  to give any  information  or to make any
representations  in connection  with this offering other than those contained in
this prospectus.  If given or made, such information or representations must not
be  relied  upon as having  been  authorized  by us.  This  prospectus  does not
constitute  an  offer  to  sell,  or a  solicitation  of an  offer  to buy,  any
securities other than the registered securities to which it relates, or an offer
to, or  solicitation  of any person in any  jurisdiction  in which such offer or
solicitation would be unlawful. The delivery of this prospectus at any time does
not imply that the  information  herein is correct as of any time  subsequent to
its date.

                                      - 5 -
THE COMPANY

     We operate  two  business  segments  - Apparel  and  Investments.  Jointly,
Hampshire  Designers,  Inc.  and  Item-Eyes,  Inc, the Apparel  Segment,  is the
largest designer and manufacturer of sweaters in North America and a significant
supplier of assorted apparel.  Hampshire  Investments,  Limited was organized in
March  1997,  for the  purpose  of making  long-term,  diversified  investments,
primarily in real estate, both domestically and international.

     Information with respect to sales and operating income  attributable to the
business segments,  appears in Management's Discussion and Analysis of Financial
Condition and Results of Operations  included in our report on Form 10-K for the
year ended  December 31,  1999,  which  report is  incorporated  in its entirety
herein by reference.

                                 USE OF PROCEEDS

     This  prospectus  relates to shares of common stock being  offered and sold
for the accounts of certain selling stockholders. We will not receive any of the
proceeds from the sale of the shares of our common stock offered hereby,  all of
which  will  be  received  by such  selling  stockholders;  but we will  pay all
expenses related to the registration of the shares.

                                      - 6 -
SELLING STOCKHOLDERS

     This prospectus relates to offers and sales by certain selling stockholders
of shares of common stock acquired or to be acquired by them under the Hampshire
Group,  Limited  Common Stock Purchase Plan for Directors and Executives and the
Hampshire Group,  Limited 1992 Stock Option Plan. The following table sets forth
the  names  and  positions  held  within  the past  three  years  with us or our
affiliates of the selling stockholders, the number of shares of our common stock
beneficially  owned by each of them as of  December 31, 2000 and the  number of
shares of our common  stock  covered by this  prospectus.  Because  the  selling
stockholders  may sell all or some  part of our  common  stock  which  they hold
pursuant  to this  prospectus  and the fact  that  this  offering  is not  being
underwritten  on a firm  commitment  basis,  no estimate  can be given as to the
amount  of  common  stock  that will be held by the  selling  stockholders  upon
termination  of this  Offering.  See "Plan of  Distribution."  Our common  stock
offered  by this  prospectus  may be offered  from time to time,  in whole or in
part, by the persons named below or by their transferees,  as to whom applicable
information  will,  to  the  extent  required,  be  set  forth  in a  prospectus
supplement.

                                      Beneficial      Shares        Shares
                       Position      ownership of   available for   owned
 Selling               with the      shares before   sale in the    after
Stockholder            Company      the Offering (1) Offering (2)  Offering
------------------- --------------- ---------------- ------------ ----------
Charles W. Clayton  Chief Financial
                    Officer, Vice
                    President,
                    Secretary, and
                    Treasurer           160,148         40,916     119,232

Eugene Warsaw       President and
                    Chief Executive
                    Officer of          132,395         35,443      96,952
                    Hampshire Designers,
                    Inc

                       Percent
                        Owned
 Selling              after the
Stockholder           Offering
------------------- ---------------
Charles W. Clayton      2.57%  (3)

Eugene Warsaw           2.09%  (3)

(1)  Includes  shares  previously  credited  to  the  accounts  of  the  selling
     stockholders  and held in trust under the Hampshire  Group,  Limited Common
     Stock  Purchase  Plan,  over which shares the selling  stockholders  do not
     exercise voting and/or  investment  power until after  distribution of such
     shares.

(2)  The table  assumes that each of the selling  stockholders  will sell all of
     the shares of our common  stock  offered  under this  prospectus,  although
     there can be no assurance that any Selling Stockholder will sell all or any
     of the  shares  of  common  stock  offered  by  such  selling  stockholders
     hereunder.

(3)  Based on 4,644,993 shares outstanding December 31, 2000.

                                      - 7 -
PLAN OF DISTRIBUTION

     Since the  selling  stockholders  may  offer  all or part of the  shares of
common stock and since this offering is not being  underwritten
on a firm commitment  basis, no estimate can be given as to the amount of shares
of common stock to be offered for sale by the selling stockholders.

     The  selling  stockholders  may,  from time to time and  subject to certain
conditions,  effect sales of common stock owned by such selling  stockholders in
any of the following ways: (i) through  dealers;  (ii) through agents;  or (iii)
directly to one or more  purchasers.  The  distribution  of the shares of common
stock  may be  effected  from  time to time in one or more  transactions  in the
over-the-counter market,  transactions other than in the over-the-counter market
or a combination of such transactions.  Any such transactions may be effected at
prices and at terms then  prevailing,  or at prices  related to the then current
market price, or in negotiated  transactions,  by gift or otherwise. The selling
stockholders may effect such transactions by selling common stock to, or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions from the selling  stockholders and/or the
purchasers of common stock for whom they may act as agent.  In effecting  sales,
brokers  or dealers  engaged  by a selling  stockholder  may  arrange  for other
brokers  or  dealers  to   participate.   The  selling   stockholders   and  any
broker-dealers  or agents that  participate in the distribution of shares of the
common  stock by them  might be deemed to be  underwriters,  and any  discounts,
commissions  or  concessions  might be deemed to be  underwriting  discounts and
commissions,  within the meaning of the  Securities Act of 1933, as amended.

     We have been advised by the selling  stockholders  that they intend to sell
all or a portion of the shares of common stock offered  hereby from time to time
in the Nasdaq National  Market and that sales will be made at prices  prevailing
in  the  Nasdaq  National  Market  at the  times  of  such  sales.  The  selling
stockholders  may also  make  private  sales  directly  or  through  a broker or
brokers, who may act as agent or as principal. Further, the selling stockholders
may choose to dispose of the shares offered hereby by gift to a third party,  or
as a donation to a charitable or other non-profit entity. In connection with any
sales, the selling stockholders and any brokers  participating in such sales may
be deemed to be underwriters within the meaning of the Securities Act.

     Any  broker-dealer  participating in such transactions as agent may receive
commission from the selling  stockholders (and, if such broker acts as agent for
the  purchaser  of such  shares,  from  such  purchaser).  Usual  and  customary
brokerage  fees shall be paid by the selling  stockholders.  Broker-dealers  may
agree with the selling  stockholders  to sell a specified  number of shares at a
stipulated  price per share and to the extent such a broker-dealer  is unable to
do so acting as agent for the selling  stockholders,  to purchase as  principal,
any unsold shares at the price required to fulfill the broker-dealer  commitment
to the selling stockholders. Broker- dealers who acquire shares as principal may
thereafter  resell  such  shares  from time to time in  transactions  (which may
involve  crosses  and block  transactions  and which  may  involve  sales to and
through other  broker-dealers,  including  transactions of the nature  described
above) in the over-the-counter market, in negotiated transactions,  or otherwise
at market prices prevailing at the time of sale or at negotiated  prices, and in
connection  with such resales may pay to, or receive from the purchasers of such
shares commissions computed as described above.

                                      - 8 -
We have advised the selling  stockholders  that  Regulation  M  promulgated
under the Exchange Act may apply to sales in the market and have  informed  them
of the  possible  need for  delivery of copies of this  prospectus.  The selling
stockholders may indemnify any  broker-dealer  that participates in transactions
involving  the  sale  of  the  shares  against  certain  liabilities,  including
liabilities  arising  under the  Securities  Act.  Any  commissions  paid or any
discounts or concessions  allowed to any such  broker-dealers,  and, if any such
broker-dealers purchase shares as principal,  any profits received on the resale
of such shares, may be deemed to be underwriting discounts and commissions under
the Securities Act.

     Upon our being  notified  by the  selling  stockholders  that any  material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a cross or block trade,  a supplemental  prospectus  will be filed under
Rule  424(c)  under  the  Securities   Act,   setting  forth  the  name  of  the
participating  broker-dealer(s),  the  number of shares  involved,  the price at
which such shares were sold by the selling stockholders, the commissions paid or
discounts  or  concessions   allowed  by  the  selling   stockholders   to  such
broker-dealer(s),  and  where  applicable,  that such  broker-dealer(s)  did not
conduct any investigation to verify the information set out in this prospectus.

     Any securities  covered by this prospectus  which qualify for sale pursuant
to Rules 144 and 701 under the  Securities Act may be sold under Rule 144 rather
than  pursuant to this  prospectus.  In general,  under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated),  including any person
who may be deemed to be our  "affiliate",  is  entitled to sell within any three
month period "restricted  shares"  beneficially owned by him or her in an amount
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock or (ii) the average  weekly  trading volume in shares of our common
stock during the four calendar weeks preceding such sale, provided that at least
one year has elapsed since such shares were  acquired from us or our  affiliate.
Sales are also subject to certain  requirements as to the manner of sale, notice
and availability of current public  information  regarding us. However, a person
who has not been our  "affiliate"  at any time within  three months prior to the
sale  is  entitled  to sell  his or her  shares  without  regard  to the  volume
limitations or other  requirements of Rule 144,  provided that at least one year
has elapsed since such shares were acquired from us or our affiliate.

     There can be no assurance  that the selling  stockholders  will sell any or
all of the shares of common stock offered hereunder.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Willkie  Farr & Gallagher  are passing  upon the  validity of the shares of
common stock offered hereby for the Company.  As of the date of this prospectus,
Harvey L. Sperry,  a retired partner of Willkie Farr & Gallagher,  is a director
of the Company.

                                      - 9 -
MATERIAL CHANGES

     There have been no material  changes in the  Company's  affairs  which have
occurred  since  December  31,  1999,  the end of the latest  fiscal year of the
Company for which certified financial  statements were included in the Company's
Annual Report to Stockholders,  and which have not been described in a report on
Form 10-Q or Form 8-K filed under the Exchange Act.

          ABOUT THIS PROSPECTUS AND WHERE YOU MAY FIND MORE INFORMATION

     We have filed with the  Securities  and Exchange  Commission a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, with respect
to the shares of our common stock offered under this prospectus. This prospectus
is part of the registration  statement.  This prospectus does not contain all of
the information contained in the registration  statement because we have omitted
parts of the registration statement in accordance with the rules and regulations
of the Securities and Exchange Commission. For further information, we refer you
to the  registration  statement,  which  you may  read  and  copy at the  public
reference  facilities  maintained by the Securities  and Exchange  Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,  D.C. 20549, and
at the Securities and Exchange  Commission's  Regional  Offices at 7 World Trade
Center,  13th Floor,  New York,  New York 10048,  and  Citicorp  Center,  500 W.
Madison Street, Suite 1400, Chicago,  Illinois 60661. You may also obtain copies
at the prescribed rates from the Public Reference  Section of the Securities and
Exchange Commission at its principal office in Washington, D.C. You may call the
Securities and Exchange  Commission at  1-800-SEC-0330  for further  information
about the  public  reference  rooms.  The  Securities  and  Exchange  Commission
maintains a web site that contains reports, proxy and information statements and
other information  regarding  registrants,  including Hampshire Group,  Limited,
that file  electronically with the Securities and Exchange  Commission.  You may
access the Securities and Exchange Commission's web site at http://www.sec.gov.

     We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended,  and we are required to file reports,  proxy statements
and other information with the Securities and Exchange Commission. Such reports,
proxy  statements  and other  information  can be  inspected  and  copied at the
locations described above. Our Securities and Exchange Commission File Number is
000-20201.  Copies of these  materials  can be  obtained by mail from the Public
Reference Section of the Securities and Exchange  Commission at Judiciary Plaza,
450 Fifth Street, N.W. Room 1024,  Washington,  D.C. 20549, at prescribed rates.
Our  common  stock is listed on the  Nasdaq  National  Market  under the  symbol
"HAMP."

     The  Securities  and  Exchange  Commission  allows  us  to  incorporate  by
reference the  information  that we file with them.  Incorporation  by reference
means that we can disclose  important  information  to you by  referring  you to
other documents that are legally  considered to be part of this prospectus,  and
later information that we file with the Securities and Exchange  Commission will
automatically  update and supersede the  information in this  prospectus and the
documents  listed below.  We  incorporate  by reference  the specific  documents
listed below and any

                                     - 10 -
future filings we make with the Securities and Exchange Commission under Section
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 until all of
the shares of common stock offered under the prospectus are sold:

(a)  Hampshire's  Annual  Report  filed on Form 10-K for the  fiscal  year ended
     December 31, 1999, pursuant to the Exchange Act.

(b)  Hampshire's  Quarterly  Reports on Form 10-Q for the fiscal  quarters ended
     April 1,  2000,  July 1,  2000,  and  September  30,  2000,  filed with the
     Commission pursuant to the Exchange Act.

(c)  Hampshire's  Registration  Statement  on Form S-8 / S-3  (Registration  No.
     33-86312), filed on November 14, 1994 pursuant to the Exchange Act.

(d)  Hampshire's Current Reports on Form 8-K, filed with the Commission pursuant
     to the Exchange Act on May 11, 2000, July 10, 2000, and September 15, 2000,
     respectively,  and Current  Reports on Form 8-K/A filed with the Commission
     on July 10, 2000, and November 9, 2000, respectively; and

(e)  The   description  of  shares  of  our  common  stock,   contained  in  the
     Registration  Statement filed by the Registrant with the Commission on Form
     8-A, on May 13, 1992, pursuant to the Exchange Act.

     In addition,  all reports filed by the Company  pursuant to Sections 13(a),
13(c),  14 or  15(d)  of the  Exchange  Act,  subsequent  to the  date  of  this
prospectus  and prior to the  termination  of the offering  hereunder,  shall be
deemed to be  incorporated  in this  prospectus by reference and to be a part of
this  prospectus  from the date of the  filing of such  reports.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
in this prospectus  shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  in  this  prospectus  modifies  or  supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this prospectus.

     We will furnish  without  charge to each person,  including any  beneficial
owner,  to whom a copy of this  prospectus  is  delivered,  upon written or oral
request of such person, a copy of any and all of the information described above
that has been or may be incorporated herein by reference (other than exhibits to
such documents unless such exhibits are  specifically  incorporated by reference
into  such  documents).  Requests  for  such  information  may be  directed  to:
Hampshire  Group,  Limited,   Attention:   Corporate  Secretary,   215  Commerce
Boulevard, Anderson, South Carolina 29625, Telephone: (864) 225-6232.

                                     - 11 -
EXPERTS

     The  financial   statements  and  related  financial   statement  schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  December  31, 1999 have been audited by Deloitte &
Touche  LLP,  independent  auditors,  as  included  in  their  report,  which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their  authority as experts in accounting and
auditing.

     The  financial  statements  and schedules of the Company as of December 31,
1998 and for each of the two years then ended,  incorporated  in this prospectus
by  reference  to the  Company's  Annual  Report on Form 10-K for the year ended
December  31,  1999,  have been so  incorporated  in  reliance  on the report of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in auditing and accounting.

     DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                  LIABILITIES

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended,  may be permitted to directors,  officers and  controlling
persons of the Company  pursuant to the  foregoing  provisions,  the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in such act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the Company of expenses  incurred or paid by a director,  or
officer,  or controlling  person of the Company in the successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer,  or
controlling  person in connection  with the  securities  being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of whether  such  indemnification  by it is against  public  policy as
expressed  in such act and will be  governed by the final  adjudication  of such
issue.

                                     - 12 -
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents,  filed with the Securities and Exchange Commission
(the  "Commission") by Hampshire  Group,  Limited,  a Delaware  corporation (the
"Company"), are incorporated by reference into the Registration Statement:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1999,  pursuant to the Securities Exchange Act of 1934, as amended (the
     "Exchange Act");

(b)  The Company's  Quarterly  Reports on Form 10-Q for the quarters ended April
     1, 2000,  July 1, 2000,  and September  30, 2000,  pursuant to the Exchange
     Act.

(c)  The Company's  Registration  Statement on Form S-8 / S-3  (Registration No.
     33-86312), filed on November 14, 1994, pursuant to the Securities Act;

(d)  The Company's  Current Reports on Form 8-K filed with the Commission on May
     11, 2000,  July 10, 2000,  and  September 15, 2000,  respectively,  and the
     Company's  Current  Reports on Form 8-K/A filed with the Commission on July
     10, 2000, and November 9, 2000, respectively;

(e)  The description of the common stock contained in the Company's Registration
     Statement on Form 8-A, filed on May 13, 1992, pursuant to the Exchange Act.

In addition,  all documents filed by the Company with the Commission pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment, which indicates that all the securities offered hereby have been sold
or which  deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents with the Commission. Any statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified,  or  superseded  for  purposes  hereof to the extent  that a statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated by reference  herein)  modifies or supersedes  such statement.  Any
statement so modified,  or  superseded  shall not be deemed to constitute a part
hereof except as so modified, or superseded.

                                     - 13 -
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Willkie  Farr & Gallagher  are passing  upon the  validity of the shares of
common stock offered hereby for the Company. As of the date of this Registration
Statement, Harvey L. Sperry, a retired partner of Willkie Farr & Gallagher, is a
director of the Company.

ITEM 8.  EXHIBITS

Exhibit No.                 Exhibits incorporated by reference
----------  ------------------------------------------------------------
            Item-Eyes, Inc. Interim Unaudited Financial Statements for
            the Six Months Ended June 30, 2000                              (1)

            Item-Eyes, Inc. Financial Statements for the Year Ended
            December 31, 1999                                               (1)

            Item-Eyes, Inc. Financial Statements for the Year Ended
            December 31, 1998                                               (1)

            Item-Eyes, Inc. Financial Statements for the Year Ended
            December 31, 1997                                               (1)

            Hampshire Group Limited Unaudited Pro Forma Financial
            Statements                                                      (1)

            (1)  Incorporated by reference to the Company's
            November 9, 2000, Current Report on Form 8K/A

                             Exhibit filed herewith

  5         Opinion of Willkie Farr & Gallagher regarding the legality of
              the securities to be newly issued under the Plans.

 23.1       Consent of Deloitte & Touche LLP.

 23.2       Consent of Willkie Farr & Gallagher (included in Exhibit 5).

 23.3       Consent of PricewaterhouseCoopers LLP

 23.4       Consent of Berenson & Company LLP

 24         Power of Attorney

                                     - 14 -
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form  S-8/S-3 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Anderson, South Carolina, on this 16th day of January
2001. HAMPSHIRE GROUP, LIMITED

                                        By:  /s/ Ludwig Kuttner
                                             ------------------
                                        Ludwig Kuttner
                                        Chairman of the Board, President
                                        and Chief Executive Officer
-------------------------------------------------------------------------------
Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

    Signature                     Title                          Date
    ---------                  ------------               ------------------

/s/ Ludwig Kuttner
-----------------------       Chairman of the Board,          January 16, 2001
   Ludwig Kuttner             President and Chief Executive
                              Officer
                              (Principle Executive Officer)

/s/ Joel Goldberg
-----------------------         Director                      January 16, 2001
   Joel Goldberg

/s/ Harvey L. Sperry
-----------------------         Director                      January 16, 2001
   Harvey L. Sperry

/s/ Eugene Warsaw
-----------------------         Director                      January 16, 2001
   Eugene Warsaw

/s/ Peter W. Woodworth
-----------------------         Director                      January 16, 2001
  Peter W. Woodworth

/s/ Charles W. Clayton
-----------------------         Vice President,               January 16, 2001
  Charles W. Clayton            Secretary and Treasurer
                                (Principle Accounting Officer)

/s/ William W. Hodge
-----------------------         Vice President and            January 16, 2001
  William W. Hodge              Chief Financial Officer
                                (Principle Financial Officer)

                                     - 15 -