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)

Warsaw Eugene

Issuer Name and Ticker or Trading Symbol

Hampshire Group, Limited (HAMP)

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

President and CEO-Subsidiary

(Street)

16 Parker Avenue, Apt. 14E

3. I.R. S. Identification No. of Reporting
Person, if an entity (voluntary)

###-##-####

4. Statement for Month/Day/Year

01/21/03

(City) (State) (Zip)

Ft. Lee NJ 07024

5. If Amendment, Date of Original

(Month/Day/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 Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

(Instr. 3)

2. Transaction Date

(Month/Day/Year)

2A. Deemed Execution
Date, if any
(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 follow-
ing reported
transaction(s)
(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

Common Stock, par value $0.10 per share

01/21/03

26,756

$20.00

57,436

Common Stock, par value $0.10 per share

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.Trans- action Date (Month/ Day/ Year)	3A. Deemed Execution Date, if any (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)		Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned following reported transaction(s) (Instr. 4)	10. Ownership Form of Derivative Securities beneficially owned at end of month Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr.5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Purchase Plan for Directors and Executives	-	-	01/21/03	C	-	-	26,756	-	-	Common Stock	26,756	$20.00	26,756	D (1)	-
Incentive Stock Options (Right to Purchase)	-	-	-	-	-	-	-	-	-	Common Stock	-	-	10,000	D (2)	-

Explanation of Responses:

Right to receive common stock in lieu of executive salary and/or bonus; shares held in trust.

Incentive stock options granted under the Hampshire Group, Limited 1992 Stock Option Plan

at an exercise price of $5.813-$18.125, exercisable for five years from date of vesting.

/s/ Eugene Warsaw 01/22/03

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly

Signature of Reporting Person Date

*If the form is filed by more than one reporting person, see instruction 4(b)(v)

** 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.

If space is insufficient, see instruction 6 for procedure.

HAMPSHIRE GROUP LTD 4