HAMPTON INDUSTRIES INC /NC/
10-Q, 1996-10-24
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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<TABLE>
HAMPTON INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
                                      September 28, September 30, December 30,
                                          1996          1995         1995
                                      ------------  ------------  -----------
<S>                                 <C>           <C>           <C>
ASSETS
Current assets:
  Cash                              $     374,681 $      29,951 $    351,982
  Accounts receivable - net            36,225,590    46,094,696   22,283,271
  Inventories                          41,201,949    64,634,529   46,314,931
  Deferred income tax benefits            613,463     2,349,641    1,106,963
  Other current assets                  1,232,010       673,391    1,290,823
                                      ------------  ------------  -----------
    Total current assets               79,647,693   113,782,208   71,347,970

Property, plant and equipment - net    17,780,584    19,632,704   19,601,188
Assets held for disposal - net          1,087,312     1,399,640      937,916
Investments in and advances to 
    unconsolidated affiliates           1,634,606     1,670,984    1,675,853
Other assets                            1,366,870       666,187      707,998
                                      ------------  ------------  -----------
                                    $ 101,517,065 $ 137,151,723 $ 94,270,925
                                      ============  ============  ===========
LIABILITIES 
  AND STOCKHOLDERS'EQUITY
Current liabilities:
  Notes payable - banks and 
    current maturities of
    long-term debt                  $  22,308,229 $  46,946,374 $ 20,612,673
  Accounts payable                      7,775,586    12,148,358   10,896,560
  Accrued liabilities                   2,011,022     3,628,199    2,289,907
  Income taxes                            539,376        69,709       48,183
                                      ------------  ------------  -----------
    Total current liabilities          32,634,213    62,792,640   33,847,323

Deferred income tax liabilities           791,962     1,631,483      948,662
Long-term debt                         12,685,013    18,471,205    5,304,540
Retirement plan obligations             4,024,899     3,912,069    4,059,287
Stockholders' equity                   51,380,978    50,344,326   50,111,113
                                      ------------  ------------  -----------
                                    $ 101,517,065 $ 137,151,723 $ 94,270,925
                                      ============  ============  ===========
</TABLE>
Note:  The consolidated balance sheet at December 30, 1995 has been taken from
the audited financial statements and condensed.
See notes to consolidated financial statements.
I-1
<TABLE>
HAMPTON INDUSTRIES, INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<CAPTION>
                                                  Thirty-Nine
                                                  Weeks Ended
                                         September 28, September 30,
                                             1996          1995
                                         ------------  ------------
<S>                                     <C>           <C>
Net sales                               $ 115,456,938 $ 129,232,422
                                         ------------  ------------
Costs and expenses:

 Cost of products sold                     90,161,289   105,182,953

 Selling, general and administrative       21,523,875    22,683,262

  Equity in loss (earnings) of                 
    unconsolidated affiliates                   6,453       (93,361)

  Provision for restructuring costs                -      1,211,077

  Gain on disposal of assets                 (795,899)     (142,900)
                                         ------------  ------------
Operating income                            4,561,220       391,391

  Interest                                  2,501,555     2,898,231
                                         ------------  ------------
  Income (loss) before income tax
      provision (benefit)                   2,059,665    (2,506,840)

 Income tax provision (benefit)               789,800      (576,200)
                                         ------------  ------------

    Net income (loss)                   $   1,269,865 $  (1,930,640)
                                         ============  ============

Net income (loss) per common share           $.28         $(.42)
                                             ====          ====
Average common shares outstanding         4,585,629     4,585,629
</TABLE>
See notes to consolidated financial statements.
I-2
<TABLE>
HAMPTON INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
                                                     Thirteen
                                                    Weeks Ended
                                            September 28, September30,
                                                1996          1995
                                            ------------  ------------
<S>                                        <C>           <C>
Net sales                                  $  54,225,688 $  64,094,993
                                            ------------  ------------
Costs and expenses:

  Cost of products sold                       41,195,963    51,759,629

  Selling, general and administrative          7,552,269     8,027,222

  Equity in (earnings) of                        
    unconsolidated affiliates                    (42,613)      (87,748)

  Provision for restructuring costs                  -             -

  Gain on disposal of assets                     (10,809)      (95,683)
                                            ------------  ------------
Operating income                               5,530,878     4,491,573

  Interest                                     1,103,152     1,376,434
                                            ------------  ------------

Income before income tax provision             4,427,726     3,115,139

  Income tax provision                         1,710,000     1,363,600
                                            ------------  ------------

      Net income                           $   2,717,726 $   1,751,539
                                            ============  ============

Net income per common share                     $.59           $.38
                                                ====           ====
Average common shares outstanding             4,585,629     4,585,629
                                              =========     =========
</TABLE>
See notes to consolidated financial statements.
I-3
<TABLE>
HAMPTON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
                                                Thirty-nine Weeks Ended
                                              September 28, September 30,
                                                  1996          1995
                                              ------------  ------------
<S>                                          <C>           <C>
OPERATING ACTIVITIES:
  Net income (loss)                          $   1,269,865 $  (1,930,640)
  Adjustments to reconcile net income
      to net cash used in  operating
      activities:  
    Amortization                                    20,997        39,159
    Depreciation                                 1,808,760     2,031,599
    Deferred income taxes                          336,800      (576,200)
    LIFO charge                                  1,379,783     1,343,600
    Reserve for doubtful accounts and             
      allowances                                  (630,002)      377,651
    Retirement plan obligations                    (34,388)     (279,721)
    Gain on sale of operating assets              (795,899)     (142,900)
    Equity in loss (earnings) of                     
      unconsolidated affiliates                      6,453       (93,361)
    Provision for restructuring costs             (391,959)    1,190,754
  Changes in current assets and  
    current liabilities:
    Accounts receivable                        (13,312,317)  (24,212,260)
    Inventories on a FIFO basis                  3,733,199   (27,005,884)
    Other current assets                            58,813       177,765
    Accounts payable                            (3,120,974)    1,968,601
    Accrued liabilities                            113,074      (238,846)
    Income taxes                                   491,193    (1,045,461)
NET CASH  USED IN                             ------------  ------------
   OPERATING ACTIVITIES                         (9,066,601)  (48,396,144)
                                              ------------  ------------
INVESTING ACTIVITIES:
  Additions to property, plant                    
    and equipment                                 (559,089)     (451,346)
  Net proceeds received from disposition 
    of assets held for sale                      1,193,022       356,292
  Decrease (increase) in investments and 
    advances to unconsolidated affiliates           59,207       (37,918)
  (Increase) Decrease in other assets             (679,869)       76,154
NET CASH PROVIDED BY (USED IN)                ------------  ------------
   INVESTING ACTIVITIES                             13,271       (56,818)
                                              ------------  ------------
FINANCING ACTIVITIES:
  Additions to debt  -Banks                      9,828,389    49,555,000
  Payments on debt   -Banks                              0    (1,390,000)
                     -Other                       (752,360)     (814,292)
NET CASH PROVIDED BY  FINANCING               ------------  ------------
   ACTIVITIES                                    9,076,029    47,350,708
                                              ------------  ------------
INCREASE IN CASH                                    22,699    (1,102,254)
CASH AT BEGINNING OF PERIOD                        351,982     1,132,205
                                              ------------  ------------
CASH AT END OF PERIOD                        $     374,681 $      29,951
                                              ============  ============
Cash paid during the period  -Interest       $   2,480,000 $   2,558,000
                                              ============  ============
                                             $    (463,000)$   1,362,000
                             -Income Taxes    ============  ============
</TABLE>
See notes to consolidated financial statements.
I-4


HAMPTON INDUSTRIES, INC.
NOTES TO  CONSOLIDATED FINANCIAL STATEMENTS

(Information as of September 28, 1996 and September 30, 1995
is unaudited.)

1.  BASIS OF PRESENTATION 

     The consolidated balance sheets as of September 28, 1996
and September 30, 1995 and the consolidated statements of
operations for the thirty-nine and thirteen-week periods then
ended have been prepared by the Company, without audit.  In the
opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at
September 28, 1996 and for all periods presented have been made.

     Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted.  It is suggested that these condensed consolidated
financial statements be read in conjunction with the audited
financial statements and notes thereto included in the Company's
December 30, 1995 annual report to shareholders.  The results of
operations for the period ended September 28, 1996 are not
necessarily indicative of the operating results for the full
year.

     Certain reclassifications have been made to the comparative
period consolidated financial statements to conform to
classifications used at September 28, 1996.
<TABLE>
2.  INVENTORIES  

     Inventories consist of the following:
<CAPTION>
                       September 28,  September 30,  December 30,
                           1996           1995          1995           
<S>                     <C>            <C>           <C>
Finished goods          $31,442,490    $49,203,729   $37,092,349
Work-in-process           4,061,318      7,355,758     4,041,951
Piece goods               4,791,825      6,723,269     4,118,109
Supplies and other          906,316      1,351,773     1,062,522
                        -----------    -----------   -----------
                        $41,201,949    $64,634,529   $46,314,931
                        ===========    ===========   ===========
</TABLE>
    Inventories are stated at the lower-of-cost or market.  Cost
is determined primarily by the last-in, first-out method (LIFO).
The LIFO method results in a better matching of cost and
revenues.  At September 28, 1996, September 30, 1995, and
December 30, 1995, inventories at LIFO were approximately
$6,464,000, $6,633,000 and $5,084,000 lower, respectively, than
they would have been had the first-in, first-out method of
determining cost been used.  For the thirty-nine and thirteen
weeks ending September 28, 1996 the LIFO valuation method had
the approximate effect of decreasing net earnings by $851,000
($.19 per share) and $121,000 ($.03 per share) respectively. 
For the thirty-nine weeks ending September 30, 1995 the net loss
was increased by $872,000 ($.19 per share).  For the thirteen
weeks ending the same date, net earnings were decreased by
$343,000 ($.07 per share).  

I-5

3.  OTHER CURRENT ASSETS

     Included in other current assets are estimated tax refunds
of approximately $950,000 at September 28, 1996, $413,000 at
September 30, 1995 and $1,083,000 at December 30, 1995.                        

4.  BANK AGREEMENT

     On May 3, 1996, Hampton Industries, Inc. entered into a new
credit facility ("New Facility") with BNY Financial Corporation,
as Agent.  The New Facility provides for a maximum line of
credit of $100,000,000, which includes both direct loans and
letters of credit.  The initial proceeds of the New Facility
were used to repay the outstanding indebtedness under the
Company's previously existing bank line of credit.  

     Availability under the New Facility is based on a formula
of eligible accounts receivable and eligible inventory and
provides for a seasonal overadvance of up to $23,000,000 within
the $100,000,000 maximum line of credit.  Direct borrowings bear
interest at the London Interbank Offered Rate or the Prime Rate,
at the option of the Company, plus the applicable margin (as
defined in the New Facility).  Borrowings are collateralized by
accounts receivable, inventory and general intangibles of the
Company and its subsidiaries.  The New Facility expires in May 
1999.

     The New Facility contains financial covenants, including
but not limited to tangible net worth and interest coverage, and
restricts fixed asset purchases.  It does not allow for the
payment of cash dividends.  The Company is not required to
maintain compensating balances, however, it is required to pay a
fee of 1/4% of 1% per annum on the unused portion of the total
facility plus certain other administrative costs.

5.  STOCK OPTIONS

     The Company has a non-qualified stock option plan ("The
Plan"), under which it has reserved 363,000 shares of common
stock.  The Plan was adopted in 1992 and expires in 2002.  The
Plan is administered by a committee designated by the board of
directors.  Options granted to eligible employees are
exercisable in increments of 20% annually.

     On May 30, 1996, options were granted for 279,500 shares
exercisable at $4.50 per share, the fair market value on the
date of grant.  The options expire 61 months from the date of
grant.  The exercise price may be paid in cash, common stock of
the company or a combination thereof.  All of the options were
outstanding at September 28, 1996, however, more are currently
exercisable.

I-6
<TABLE>
     The Company applies APB Opinion 25 and related
Interpretations in accounting for its stock options. 
Accordingly, no compensation cost has been recognized for the
foregoing options.  Had compensation cost for these options been
determined using the Black-Scholes option-pricing model
described in FASB Statement 123, the Company would have recorded
aggregate compensation expense of approximately $490,100 which
would be expensed at the rate of 20% per annum over the option's
vesting period.  The assumptions used in the option-pricing
model include a risk-free interest rate of 6.7%, expected life
of 3 years and ten months and expected volatility of 39.25%.  The
pro forma impact of following the provisions of FASB statement
123 on the Company's operations and income per share would
be as follows:
<CAPTION>
                                Thirty-Nine     Thirteen
                                Weeks Ended    Weeks Ended
                               September 28,  September 28,
                                   1996           1996 
<S>                             <C>            <C>
Net Income  - As Reported       $1,269,865     $2,717,726
            - Pro Forma         $1,235,192     $2,717,726

Net Income
 Per Common - As Reported          $.28           $.59
 Share
            - Pro Forma            $.27           $.59

</TABLE>
     Net income per share has been calculated using the weighted
average shares outstanding and the common stock equivalents
during the periods.                                              

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     Over the past year the Company has implemented several
programs that have had a positive impact on its operations. With
an increasing amount of product being sourced in both the
Caribbean basin, as well as, in lesser developed countries
throughout the world, the Company has been able to reduce its
excess domestic production capacity by closing several domestic
production facilities.  Contracts are negotiated in U. S.
Dollars, which eliminates the exposure to foreign exchange
currency risks.  

     Several major customers have had significant programs with
the Company which were extremely price sensitive.  Due to the
Company's establishment of specific goals which set a minimum
profit margin to be achieved, a number of these programs have
been discontinued.  

     Branded apparel is generally imported and continues to grow
in importance to the Company.  The Company has also become the
licensee for a line of men's loungewear by Ron Chereskin
Studios, as well as, expanded the Rawlings license to include
boys and women's activewear.  These new lines will not
contribute to sales until 1997.

I-7
<TABLE>
     The following table summarizes the operating data for the
periods indicated:
<CAPTION>
                                 Thirty-nine         Thirteen
                                 Weeks Ended        Weeks Ended
                               Sept 28, Sept 30,  Sept 28, Sept 30,
                                 1996     1995      1996     1995 
<S>                             <C>      <C>       <C>      <C>
Net Sales                       100.0%   100.0%    100.0%   100.0%
 Cost of products sold           78.1     81.4      76.0     80.8
 Selling, general and 
  administrative                 18.6     17.4      13.9     12.7
 Equity in loss of
  unconsolidated
  affiliates                       -        -         -        -
 Provision for 
  restructuring cost               -        .9        -        -
 Gain on sale of assets held
  for disposal                    (.7)      -         -        -
                                -----    -----     -----    -----
Operating income                  4.0       .3      10.2      7.1
 Interest                         2.2      2.2       2.0      2.2
                                -----    -----     -----    -----
Income (loss) before income
 tax benefit                      1.8     (1.9)      8.2      4.9
Income tax provision (benefit)     .7      (.4)      3.2      2.1
                                -----    -----     -----    -----
 Net Income (loss)                1.1%    (1.5)%     5.0%     2.7%
</TABLE>

THIRTEEN WEEKS ENDED SEPTEMBER 28, 1996 AS COMPARED TO THE
THIRTEEN WEEKS ENDED SEPTEMBER 30, 1995

     Net sales decreased by 15.4% during the period.  Dozens
shipped declined by 7.2% which was offset by an 7.3% increase in
average price per dozen.  The "Nautica for Boys" and "Rawlings"
line of branded apparel comprised a significant portion of the
increase in average selling prices.  The two lines represented
21.3% of the Company's sales for the period versus 14.2% in the
prior year.  In total sales, these lines sales increased by
$2,402,000 for the period.

     Gross profit increased by $694,000 from the prior year. 
Gross profit margins for the current period increased from 19.2%
to 24.0%.  The increase in margins is attributable to the higher
margins received on the branded apparel sales and the
elimination of certain programs that had low gross margins.  

     Operating expenses declined by $475,000 from the prior year
in spite of higher royalty fees.  The decreases in operating
expenses are primarily related to wages and fringe benefits of
terminated employees.

     The decrease in interest expense of $273,000 was due to
lower average borrowings for the period.

I-8

THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 1996 AS COMPARED TO
THE THIRTY-NINE WEEKS ENDED SEPTEMBER 30, 1995

     Net sales decreased by 10.7% during the period.  Dozens
shipped declined by 16.4% which was offset by a 6.9% increase in
average price per dozen.  The "Nautica for Boys" and "Rawlings"
lines of branded apparel comprised a significant portion of the
increase in the average selling prices.  Also, these two lines
combined for a total of 27.5% of the Company's sales for the
current period versus 14.8% in the prior year.  These lines had
a sales increase of $12,654,000 for the period.

     Gross profit increased by $1,246,000 over the prior year. 
Gross profit margins for the period increased from 18.6% to
21.9%.  The increase in margins is attributed to the higher
margins received on the branded apparel sales and the
elimination of certain programs that had low gross margins.  

     Operating expenses declined by $1,159,000 from the prior
year in spite of higher royalty fees.  The decreases in
operating expenses are primarily related to wages and fringe
benefits of terminated employees.  

     The decrease in interest expense of $397,000 was due to
lower average borrowings for the period.

    For the thirty nine weeks ended September 30, 1995,
restructuring costs of $1,211,000 attributable to the closing of
two domestic manufacturing facilities were incurred.  The
restructuring reduced the work force by approximately 400
associates.  This charge included both the expected cost of
termination of employees and a non-cash charge of $610,000 to
record certain assets at estimated realizable values.  During
the thirty nine weeks ended September 28, 1996, a gain on the
sale of property held for sale of $796,000 was realized. 

Liquidity and Capital Resources

    On May 3, 1996, Hampton Industries, Inc. entered into a new
credit facility ("New Facility") with BNY Financial Corporation,
as Agent.  The New Facility provides for a maximum line of
credit of $100,000,000, which includes both direct loans and
letters of credit.  The initial proceeds of the New Facility
were used to repay the outstanding indebtedness under the
Company's previously existing bank line of credit.  

     Availability under the New Facility is based on a formula
of eligible accounts receivable and eligible inventory and
provides for a seasonal overadvance of up to $23,000,000 within
the $100,000,000 maximum line of credit.  Direct borrowings bear
interest at the London Interbank Offered Rate or the Prime Rate,
at the option of the Company, plus the applicable margin (as
defined in the New Facility).  Borrowings are collateralized by
accounts receivable, inventory and general intangibles of the
Company and its subsidiaries.  The New Facility expires in May 
1999.

I-9

     The New Facility contains financial covenants, including
but not limited to tangible net worth and interest coverage, and
restricts fixed asset purchases.  It does not allow for the
payment of cash dividends.  The Company is not required to
maintain compensating balances, however, it is required to pay a
fee of 1/4% of 1% per annum on the unused portion of the total
facility plus certain other administrative costs.

     Bank borrowings amounted to $29,428,000 at September 28,
1996 as compared to $58,850,000 on September 30, 1995 and
$19,600,000 on December 30, 1995.  Outstanding letters of credit
amounted to $15,878,000 at September 28, 1996 as compared to
$28,877,000 on September 30, 1995 and $27,465,000 on December
30, 1995.

     During the thirty-nine weeks ended September 30, 1995,
inventories were growing at a substantial rate, $27,006,000 for
the period as compared to a decrease of $3,733,000 for the
current period.  The growth in inventories in the prior period
was financed primarily by an increase in bank debt.  The current
periods decrease in inventories combined with a smaller growth
in accounts receivables resulted in the significantly lower bank
borrowings.  The lower growth in accounts receivable for the
current period, as compared to last year is due to lower sales
in the quarter and improved collections.

     Net cash used in operating activities significantly
improved in the current nine month period versus the comparable
period last year.  Due to a lower level of domestic
manufacturing activities, accounts payable have declined since
December 30, 1995.  As a result of the operating loss recorded
for the year ending December 30,1995, there was no requirement
to make substantial tax payments in the current period.  In the
prior period, payments for taxes amounted to $1,362,000 which
related to operating profits reported for the year ending
December 31, 1994.  The reduction in the reserve for doubtful
accounts and allowances relates to the write-off of old
uncollectable accounts,  collection of disputed amounts and a
lower level of disputed amounts with customers.  

     Investing activities include normal replacements of
machinery and equipment and building improvements.  Expenditures
during the period have been financed from the proceeds of the 
sales of assets which were classified as held for resale relating 
to prior plant closings.  There are no major expenditures planned
for the remainder of 1996.  The increase in other assets is 
primarily due to deferred financing costs related to the new 
credit facility and the cost of display fixtures used in department
stores.

     Financing activities report the changes in bank borrowings
and other debt which support inventory and accounts receivable
levels and other investments.

     At September 28, 1996, the Company's working capital
approximated $47,013,000 as compared to $50,990,000 in the prior
year.  The current ratio was 2.44 to 1 in the current period as
compared to 1.81 to 1 in the prior year.

    The Company has a non-qualified stock option plan ("The
Plan"), under which it has reserved 363,000 shares of common
stock.  The Plan was adopted in 1992 and expires in 2002.  The
Plan is administered by a committee designated by the board of
directors.  Options granted to eligible employees are
exercisable in increments of 20% annually.

I-10

     On May 30, 1996, options were granted for 279,500 shares
exercisable at $4.50 per share, the fair market value on the
date of grant.  The options expire 61 months from the date of
grant.  The exercise price may be paid in cash, common stock of
the Company or a combination thereof.  All of the options were
outstanding at September 28, 1996, however, none are currently
exercisable.

     The Company applies APB Opinion 25 and related
Interpretations in accounting for its stock options. 
Accordingly, no compensation cost has been recognized for the
foregoing options.  Had compensation cost for these options been
determined using the Black-Scholes option-pricing model
described in FASB Statement 123, the Company would have recorded
aggregate compensation expense of approximately $490,100 which
would be expensed at the rate of 20% per annum over the option's
vesting period.  The assumptions used in the option-pricing model
include a risk-free interest rate of 6.7%, expected life of 3 years
and ten months and expected volatility of 39.25%.  

     The Company's backlog of orders at October 15, 1996 was
approximately $67,167,000 as compared to $77,670,000 in the
prior year.  A change in the buying patterns of our customers, a
planned reduction in the current year sales of approximately 10%
and a change in product mix have caused this reduction in the
backlog.  Management believes that the sales to date, the order 
backlog and anticipated new orders will be sufficient to meet
the sales goals for the Company.

     Management believes that the credit available under the new
credit facility together with the cash expected to be generated
from operations, is adequate to meet the Company's financing
requirements for the foreseeable future.

Impact of Inflation

     General inflation in the economy has increased operating
expenses of most businesses.  The Company has provided
compensation increases generally in line with the inflation rate
and incurred higher prices for materials , goods and services. 
The Company continuously seeks methods of reducing costs and
streamlining operations while maximizing efficiency through
improved internal operating procedures and controls.  While the
Company is subject to inflation as described above, management
believes that inflation currently does not have a material
effect on the Company's operating results, but there can be no
assurance that this will continue to be so in the future.

Accounting Changes

     In March 1995, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of," which
requires impairment losses to be recorded on long-lived assets
used in operations when indicators of impairment are present and
the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount.  SFAS No. 121
also addresses the accounting for long-lived assets that are
expected to be disposed of.  SFAS No. 121 is effective for
financial statements for fiscal years beginning after December
15, 1995; therefore, the Company adopted SFAS No. 121 in the
first quarter of fiscal 1996 and the effect is not material.

I-11

                          SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of l934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunder duly authorized. 
                                                              
                          HAMPTON INDUSTRIES, INC. 
                          Registrant

                          S/STEVEN FUCHS                                  
                          -----------------------
                          Steven Fuchs, President

                                                              
                          S/ROBERT J. STIEHL, JR.
                          -----------------------                               
                          Robert J. Stiehl, Jr.,
                          Executive Vice President - Operations  
                          and Chief Financial Officer
                                                               
                          Date: October 24, 1996
 
I-12




<PAGE>







<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
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