U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,

Section 17(a) of the Public Utility Holding Company Act of 1935 or

Section 30(f) of the Investment Company Act of 1940

[_ ] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations

may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* (Last) (First) (Middle) Hodge William W.

1. Name and Address of Reporting Person*

(Last) (First) (Middle)

Warsaw Eugene

Issuer Name and Ticker or Trading Symbol

Hampshire Group, Limited (HAMP)

Relationship of Reporting Person to Issuer
[X] Director
[-] 10% Owner
[X] Officer (give title below)
[-] Other (specify below)

President - Subsidiary

(Street)

16 Parker Avenue, Apt. 14E

Issuer Name and Ticker or Trading Symbol

Hampshire Group, Limited (HAMP)

Relationship of Reporting Person to Issuer [-] Director [-] 10% Owner [X] Officer (give title below) [-] Other (specify below)

Vice President and Chief Financial Officer

(Street)

116 Riverpoint Drive

I.R. S. Identification No. of Reporting Person, if an entity

###-##-####

4. Statement for Month/Year

12/01

(City) (State) (Zip)

~~Clemson SC~~ Ft. Lee NJ ~~29631~~07024

5. If Amendment, Date of Original

(Month/Year)

Individual or Joint/Group Filing (Check applicable line)

[X] Form filed by one Reporting person

[ - ] Form filed by more than one Reporting Person

Table 1 Non-~~derivative~~Derivative Securities Acquired, Disposed of, ofor Beneficially Owned

1. Title of Security

(Instr. 3)

2. Transaction Date

(Month/Day/Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of
Securities
Beneficially
Owned at End
of Month
(Instr. 3 and 4)

6. Ownership
Form: Direct
(D)
or Indirect (I)
(Instr. 4)

7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A) or (D)

Price

~~Purchase~~Common ~~Plan~~Stock, ~~for~~par ~~Directors~~value ~~and~~$0.10 ~~Officers~~per share

12/31/01

~~131~~14,771

$96.~~2817~~86

160,~~815~~680

~~(1)~~Common ~~Right~~Stock, topar ~~receive~~value ~~common~~$0.10 ~~stock~~per ~~in lieu of executive salary and/or bonus; shares held in trust.~~share

Table II Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr.3)

2. Conversion of Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr.5)

9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

250

Shares held

by Children

Table II Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr.3)	2. Conversion of Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Number of Shares	8. Price of Derivative Security (Instr.5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Purchase Plan for Directors and Executives	-	-	-	-	-	-	-	-	Common Stock	-	-	53,511	D (1)	-
Company Sponsored 401(k) Plan	-	-	-	-	-	-	-	-	Common Stock	-	-	9,838	D (2)	-
Incentive Stock Options (Right to Purchase)	-	12/31/01	X	-	-	(14,771)	-	-	Common Stock	(14,771)	$6.86	10,000	D (3)	-

Explanation of Responses:

Right to receive common stock in lieu of executive salary and/or bonus; shares held in trust.
Shares held by Trustee of Hampshire Group, Limited 401(k) Plan.
Incentive stock options granted under the Hampshire Group, Limited 1992 Stock Option Plan at an exercise price of $5.8125-$14.500, exercisable for five years from date of vesting.

/s/ Eugene Warsaw 01/08/02

Signature of Reporting Person Date

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C 78ff (a).

Note File three copies of this Form, one of which must be manually signed.

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