<PAGE>    1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended April 3, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                         Commission file number: 1-5256
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                           Gerber Childrenswear, Inc.
             (Exact name of registrant as specified in its charter)

   ---------------------------------------------------------------------------

                               Delaware 62-1624764
                (State or other jurisdiction of (I.R.S. employer
              incorporation or organization) identification number)

   ---------------------------------------------------------------------------

                                7005 Pelham Road
                                     Suite D
                              Greenville, SC 29615
                    (Address of principal executive offices)

                                 (864) 987-5200
              (Registrant's telephone number, including area code)

  ----------------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                [ X ] YES [ ] NO

As of May 7, 1999, there were  outstanding  8,337,481 shares of Common Stock and
8,692,315 shares of Class B Common Stock.
<PAGE>    2

                           Gerber Childrenswear, Inc.
                                      INDEX

<TABLE>
<S>     <C>                                                                  <C>

               PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

          Condensed Consolidated Balance Sheets as of April 3, 1999 and
          December 31, 1998...............................................     1

          Condensed  Consolidated  Statements of Income and Comprehensive
          Income for the quarters ended April 3, 1999 and April 4, 1998...     2

          Condensed Consolidated Statements of Cash Flows for the quarters
          ended April 3, 1999 and April 4, 1998...........................     3

          Notes to Condensed Consolidated Financial Statements Statements.   4-7


Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................  8-12

Item 3 - Quantitative and Qualitative Disclosures about Market Risk.......    13

               PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K.................................    13

Signatures................................................................    14

Exhibit - Financial Data Schedule.........................................    15
</TABLE>
<PAGE>    3

               PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                           Gerber Childrenswear, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                 (Unaudited)          (Note)
                                                   April 3,         December 31,
                                                    1999               1998
                                               --------------     --------------
                                                        (In thousands)
<S>                                            <C>                <C>
Assets
Current Assets
    Cash and cash equivalents..................    $  3,082           $  1,780
    Accounts receivable, net...................      35,989             36,621
    Inventories................................      86,084             87,020
    Deferred income taxes......................       4,746              4,806
    Other......................................       2,348              2,534
                                               --------------     --------------
          Total current assets.................     132,249            132,761
                                               --------------     --------------

Property, plant and equipment..................      33,373             32,935
    Less accumulated depreciation..............       8,840              7,711
                                               --------------     --------------
                                                     24,533             25,224
                                               --------------     --------------
Other Assets
    Excess of cost over fair value of net assets
      acquired, net............................      19,677             20,607
    Other......................................       7,581              7,146
                                               --------------     --------------
          Total other assets...................      27,258             27,753
                                               ==============     ==============
                                                   $184,040           $185,738
                                               ==============     ==============
Liabilities and Shareholders' Equity
Current Liabilities
    Accounts payable...........................    $ 13,688           $ 11,815
    Accrued expenses...........................      14,598             12,387
    Revolving credit loan payable..............       5,200             15,300
    Current portion of long-term debt and
     capital leases............................       6,297              4,847
    Income tax payable.........................       6,517              5,666
                                               --------------     --------------
          Total current liabilities............      46,300             50,015
                                               --------------     --------------

Non-Current Liabilities
    Long-term debt.............................      17,975             19,631
    Other non-current liabilities..............      17,455             17,166
                                               --------------     --------------
          Total non-current liabilities........      35,430             36,797
                                               --------------     --------------

Shareholders' Equity...........................     102,310             98,926
                                               --------------     --------------
                                                   $184,040           $185,738
                                               ==============     ==============
</TABLE>

Note:  The amounts were derived from the audited  financial  statements  at that
date.
                             See accompanying notes

                                        1
<PAGE>    4

                           Gerber Childrenswear, Inc.
      Condensed Consolidated Statements of Income and Comprehensive Income
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     For the quarter ended
                                               ---------------------------------
                                                   April 3,           April 4,
                                                     1999               1998
                                               --------------    ---------------
                                                         (In thousands,
                                                     except per share data)
<S>                                            <C>               <C>
Net sales......................................    $ 66,285           $ 64,647
Cost of  sales.................................      47,841             47,212
                                               --------------    ---------------
    Gross margin...............................      18,444             17,435
Selling, general and administrative expenses...      10,388              9,614
                                               --------------    ---------------
Income before interest and income taxes........       8,056              7,821
Interest expense, net of interest income.......         655              2,262
                                               --------------    ---------------
Income before income taxes.....................       7,401              5,559
Provision for income taxes.....................       2,632              2,139
                                               --------------    ---------------
Net income.....................................       4,769              3,420
    Foreign currency translation...............      (1,419)              (188)
                                               --------------    ---------------
Comprehensive income...........................    $  3,350           $  3,232
                                               ==============    ===============

Earnings per common share......................    $    .29           $    .27
Earnings per common share - diluted............    $    .24           $    .20

Numerator
Net income.....................................    $  4,769           $  3,420
Preferred stock dividends......................           0               (452)
                                               --------------    ---------------
Net income available to common  shareholders...    $  4,769           $  2,968
                                               ==============    ===============

Denominator
Weighted average shares - basic................      16,576             10,991
Effect of dilutive securities:
  Warrants.....................................       2,958              2,958
  Nonvested stock/stock options................         398                601
                                               --------------    ---------------
Adjusted weighted average shares - diluted.....      19,932             14,550
                                               ==============    ===============

</TABLE>












                             See accompanying notes

                                        2
<PAGE>    5

                           Gerber Childrenswear, Inc.
                 Condensed Consolidated Statements Of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     For the quarter ended
                                               ---------------------------------
                                                   April 3,           April 4,
                                                     1999               1998
                                               --------------    ---------------
                                                         (in thousands)
<S>                                            <C>               <C>
Operating Activities
    Net income.................................    $  4,769           $  3,420
    Adjustments to reconcile net income to net
      cash provided by (used in)operating
      activities:
        Depreciation and amortization..........       1,539              1,515
        Other..................................        (547)            (1,181)
        Changes in assets and liabilities
          Accounts receivable, net.............         373             (6,278)
          Inventories..........................         746            (10,413)
          Accounts payable.....................       1,913             (1,620)
          Other assets and liabilities, net....       3,894               (859)
                                               --------------     --------------
                                                     12,687            (15,416)
                                               --------------     --------------
Investing Activities
    Purchases of property, plant and equipment         (886)              (722)
                                               --------------     --------------
Financing Activities
    Borrowings under revolving credit agreement      21,650             32,240
    Repayments under revolving credit agreement     (31,750)           (13,650)
    Principal payments on long-term borrowings
      and capital leases.......................        (181)            (1,629)
    Other......................................           0                262
                                               --------------     --------------
                                                    (10,281)            17,223
                                               --------------     --------------

    Effect of exchange rate changes on cash....        (218)               181
                                               --------------     --------------

Net increase in cash and cash equivalents......       1,302              1,266
Cash and cash equivalents at beginning of period      1,780                536
                                               --------------     --------------
Cash and cash equivalents at end of period.....    $  3,082           $  1,802
                                               ==============     ==============
</TABLE>












                             See accompanying notes

                                        3
<PAGE>    6

                           Gerber Childrenswear, Inc.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by Gerber Childrenswear, Inc. ("the Company") pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and regulations;  however,  the Company believes that the
disclosures are adequate to make the information  presented not misleading.  The
interim  financial  statements  are unaudited and, in the opinion of management,
contain all  adjustments  necessary to present  fairly the  Company's  financial
position  and the  results  of its  operations  and cash  flows for the  interim
periods  presented.  It is suggested that these interim financial  statements be
read in conjunction with the Company's  audited  financial  statements and notes
thereto included in the Company's 1998 Annual Report on Form 10-K.

2.   CONSOLIDATED  FINANCIAL  STATEMENTS

The accompanying  consolidated  financial statements include the accounts of the
Company and its  wholly-owned  subsidiaries.  The  financial  statements  of all
foreign  subsidiaries  were prepared in their  respective  local  currencies and
translated  into U.S.  dollars based on the current  exchange rate at the end of
the period for the balance sheet and a weighted  average rate for the periods on
the  statements  of income.  All  significant  intercompany  balances  have been
eliminated in consolidation.

3.   SEASONALITY  OF BUSINESS

The results of operations for the interim periods  presented are not necessarily
indicative  of the results to be expected  for a full  fiscal  year,  due to the
seasonal nature of the Company's operations.

4.   USE OF  ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


                                        4
<PAGE>    7

                           Gerber Childrenswear, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                   (Unaudited)

5.   INVENTORIES

A summary of inventories, by major classification, at April 3, 1999 and December
31, 1998 is as follows (in thousands):
<TABLE>

                                      April 3, 1999           December 31, 1998
                                     ---------------         -------------------
<S>                                  <C>                     <C>
Raw materials                            $ 13,661                   $ 11,863
Work in process                            15,501                     13,515
Finished goods                             56,922                     61,642
                                     ---------------         -------------------   
                                         $ 86,084                   $ 87,020
                                     ===============         ===================
</TABLE>

6.   INCOME TAXES

The Company's  effective income tax rate of 35.6% for the quarter ended April 3,
1999 was lower  than the  statutory  rates due to the  impact in 1999 of foreign
earnings,  certain of which are taxed at lower rates than in the United  States,
partially offset by goodwill  amortization,  most of which is not deductible for
federal and state income tax purposes.


7.   RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities" ("FAS 133"). This statement  established  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for hedging activities.  It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position  and  measure  those  instruments  at fair  value.  This  statement  is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Adoption  of FAS  133 is not  anticipated  to  have  a  material  impact  on the
Company's financial statements.


8.   BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

The Company operates in two business segments:  Apparel and Hosiery. The Apparel
segment  consists of the production and sale of infant and toddler's  sleepwear,
playwear,  underwear,  bedding,  bath,  cloth diapers and other products to mass
merchandise outlets in the United States under the Gerber, Baby Looney Tunes and
Curity  brand  names,  the Onesies  trademark  and private  labels.  The Hosiery
segment, which was acquired on December 17, 1997, consists of the production and
sale of sport  socks  under the  Wilson,  Coca Cola and  Converse  in the United
States and Europe and under the Dunlop brand name in Europe. The Company's first
three quarters always end on the Saturday  closest to the calendar  quarter end.
The fourth quarter ends on December 31 of the applicable year

                                       5
<PAGE>    8

Net  sales,   income  before  interest  and  income  taxes,   depreciation   and
amortization, and capital additions are reported based on the operations of each
business segment or geographic region.  Assets are those used exclusively in the
operations of each business segment or geographic region, or which are allocated
when used jointly.  The following table sets forth certain  unaudited results of
operations and other financial  information of the Company by business  segments
and geographic areas (in thousands).

Business Segments
<TABLE>

                                                      For the quarter ended
                                                  ------------------------------
                                                     April 3,         April 4,
                                                       1999             1998
                                                  -------------    -------------
<S>                                               <C>              <C>
Net sales:
    Apparel.......................................   $ 49,438         $ 50,109
    Hosiery.......................................     16,847           14,538
                                                  -------------    -------------
    Total net sales...............................   $ 66,285         $ 64,647
                                                  =============    =============

Income before interest and income taxes:
    Apparel.......................................   $  7,007         $  7,042
    Hosiery.......................................      1,049              779
                                                  -------------    -------------
    Total income before interest and income taxes.   $  8,056         $  7,821
                                                  =============    =============

Depreciation and amortization:
    Apparel.......................................   $    747         $    683
    Hosiery.......................................        792              832
                                                  -------------    -------------
    Total depreciation and amortization...........   $  1,539         $  1,515
                                                  =============    =============

Capital additions:
    Apparel.......................................   $    819         $    582
    Hosiery.......................................         67              140
                                                  -------------    -------------
    Total capital additions.......................   $    886         $    722
                                                  =============    =============

                                                     April 3,      December 31,
                                                       1999            1998
                                                  -------------    -------------
Assets:
    Apparel.......................................   $134,617         $136,246
    Hosiery.......................................     49,423           49,492
                                                  -------------    -------------
    Total assets..................................   $184,040         $185,738
                                                  =============    =============

Inventories (included in assets):
    Apparel.......................................   $ 78,984         $ 79,748
    Hosiery.......................................      7,100            7,272
                                                  -------------    -------------
    Total inventories (included in assets)........   $ 86,084         $ 87,020
                                                  =============    =============
</TABLE>








                                        6
<PAGE>    9

Geographic Areas
<TABLE>
<CAPTION>
                                                       For the quarter ended
                                                  ------------------------------
                                                     April 3,         April 4,
                                                       1999             1998
                                                  -------------    -------------
<S>                                               <C>              <C>
Net sales:
    United States.................................   $ 60,005         $ 59,551
    All other.....................................      6,280            5,096
                                                  -------------    -------------
    Total net sales...............................   $ 66,285         $ 64,647
                                                  =============    =============

Income before interest and income taxes:
    United States.................................   $  7,130         $  7,056
    All other.....................................        926              765
                                                  -------------    -------------
    Total income before interest and income taxes.   $  8,056         $  7,821
                                                  =============    =============

                                                     April 3,       December 31,
                                                       1999             1998
                                                  -------------    -------------
Assets:
    United States.................................   $159,694         $161,175
    All other.....................................     24,346           24,563
                                                  -------------    -------------
    Total assets..................................   $184,040         $185,738
                                                  =============    =============
</TABLE>































                                        7
<PAGE>    10

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

SAFE-HARBOR STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

This report includes "forward-looking  statements" within the meaning of Section
21E of the  Securities  Exchange Act of 1934,  as amended,  which  represent the
Company's  expectations or beliefs  concerning  future events that involve known
and  unknown  risks and  uncertainties,  including,  without  limitation,  those
associated  with the effect of national and regional  economic  conditions,  the
overall level of consumer  spending,  the performance of the Company's  products
within  the  prevailing  retail  environment,  customer  acceptance  of both new
designs and newly-introduced product lines, competition,  financial difficulties
encountered  by  customers  and Year 2000  compliance  by the  Company and third
parties.  All statements  other than statements of historical  facts included in
this quarterly  report,  including,  without  limitation,  the statements  under
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations, are forward-looking  statements.  Although the Company believes that
the expectations reflected in such forward-looking  statement are reasonable, it
can give no assurance that such expectations will prove to have been correct and
actual  results,  performance  or events  could  differ  materially  from  those
expressed in such statements.

YEAR 2000 COMPLIANCE

The Year 2000  ("Y2K")  problem is a result of  computer  programs  having  been
written  using two rather than four digits to identify an applicable  year.  Any
equipment that has time sensitive embedded chips may recognize a date using "00"
as the year 1900  rather than the year 2000.  If not  corrected,  many  computer
programs/embedded  chips could cause systems to fail or other errors, leading to
possible  disruptions  in  operations  or creation  of  erroneous  results.  The
Company,  in an  enterprise-wide  effort,  is taking  steps to  ensure  that its
internal systems are secure from such failure and that its current products will
perform.  The Company  created a Y2K  Compliance  Project  that focused on three
primary areas of concern:  the  Company's  Information  Technology  ("IT plan"),
other Non-IT  equipment  ("Non-IT plan") and third party suppliers and customers
("TP plan").

The IT plan was begun in 1997 and  consisted of three  phases:  1)
investigation of the Company's  affected systems;  2) assessment and design of a
remediation  plan;  and 3)  remediation  and testing.  As of April 3, 1999,  the
Company had completed all phases of the IT plan.  The Company  believes that all
internal  IT systems  necessary  to manage the  business  effectively  have been
replaced, modified or upgraded.

The Non-IT plan was begun in 1998 and consists of two phases:  1) identification
and assessment of the Company's  Non-IT  equipment;  and 2)  remediation  and/or
development of contingency plans. The Company's Non-IT equipment used to conduct
business at its business  locations consist  primarily of production  equipment,
fire prevention equipment,  security system equipment, office equipment (besides
computers), and communications equipment. The Company is presently investigating
whether time sensitive  embedded  chips are used in its Non-IT  equipment and if
significant,  are contacting the equipment vendors (via Y2K  questionnaires)  to
determine the status of their Y2K  readiness.  The Company's goal is to have all
significant Non-IT systems compliant by the end of the first half of 1999.


                                        8
<PAGE>    11

Based on the results (as received) from the Y2K  questionnaires,  the Company is
currently in the process of developing  contingency plans to minimize identified
exposures.  Contingency  plans include,  but are not limited to, using alternate
vendors,  using  manual  interfaces,  and  hard  copies.  The  Company  has  not
established a timetable for completing these contingency plans since it is still
in the process of receiving Y2K  questionnaires.  The Company does not currently
believe that it faces material adverse issues related to its Non-IT equipment.

Like every other business, the Company is at risk from potential Y2K failures on
the  part  of its  major  business  partners,  including,  but not  limited  to,
suppliers, vendors, financial institutions, benefit providers, payroll services,
and clients, as well as potential failures in public and private  infrastructure
services, including electricity, water, transportation,  and communications. The
Company  in 1998  began  its TP  plan by  initiating  communications  (with  Y2K
questionnaires)  with  significant  third  party  businesses.   The  Company  is
reviewing the responses as received and is assessing the third parties'  efforts
in  addressing  Y2K issues and is in the process of  determining  the  Company's
vulnerability  if these third  parties  fail to  remediate  their Y2K  problems.
Contingency plans are being developed and include, but are not limited to, using
alternate vendors, using manual interfaces, and hard copies. The Company has not
established a timetable for completing these contingency plans since it is still
in the  process of  receiving  third party Y2K  questionnaires.  There can be no
guarantee  that the  systems of third  parties  will be  remediated  on a timely
basis,  or that such  parties'  failure to remediate Y2K issues would not have a
material adverse effect on the Company.

The total cost of  adapting  the  Company's  systems  to the Y2K  problem is now
estimated at approximately $350,000. Expenses incurred up to and including April
3, 1999 totaled $320,000. The remaining Y2K budget established by the Company is
expected to be adequate to cover costs still to be incurred. Provisions have not
been made for expenses that may arise from problems  occurring  from third party
non-compliance.

The Y2K problem is unique in that it has never previously occurred;  thus, it is
not  possible  to  completely  foresee or quantify  the overall or any  specific
financial  or  operational  impacts  to the  Company or to third  parties  which
provide  significant  services to the  Company.  Factors  which could affect the
Company's  ability to be Y2K compliant by the end of 1999 include the failure of
customers, suppliers, governmental entities and others to achieve compliance and
the  inaccuracy of  certifications  received  from them.  Major  business  risks
associated with the Y2K problem include, but are not limited to,  infrastructure
failures,  disruptions  to the economy in  general,  excessive  cash  withdrawal
activity, closure of government offices, foreign banks, and clearing houses, and
a general slow down in the economy.  The Company believes its reasonably  likely
worst case scenario  related to Y2K issues is the inability to service  customer
orders due to  production/sourcing  interruptions  offshore  which account for a
significant  portion of the  Company's  products  produced.  However,  the risks
indicated  above,  along  with the risk of the  Company  failing  to  adequately
complete the  remaining  parts of its Y2K  Compliance  Project and the resulting
possible  inability to properly  process  core  business  transactions  and meet
contractual  obligations,   could  expose  the  Company  to  loss  of  revenues,
litigation and  fluctuations in the price of the Company's  common stock, any of
which could be material.


                                        9
<PAGE>    12

CASUALTY EVENT

In late  September  1998, the Company's  three plants in the Dominican  Republic
sustained property damage and began to experience  business  interruption losses
associated with Hurricane  Georges.  The Company has maintained  property damage
insurance and is currently  working with its insurance  providers in determining
the estimated proceeds for the loss.

The Company fully  recovered  the  production  levels of its Dominican  Republic
plants during the first  quarter of 1999.  The Company has  maintained  business
interruption  insurance and is currently working with its insurance providers in
determining   the   estimated   loss  value  of   production/sales.   The  final
outcome/settlement  of this claim can not be  presently  determined  and thus no
amounts  have been  recorded in the  statement  of income for the quarter  ended
April 3, 1999.  The final  outcome may or may not have a material  impact on the
statement of income in the year in which an outcome/settlement is made; however,
the  Company  does not  believe  that the final  outcome/settlement  will have a
material impact on the Company's  financial  position,  although there can be no
assurance that this will be the case.


RESULTS OF OPERATIONS

Business Segment Data

For information regarding net sales, income before interest and income taxes and
assets by industry  segment,  reference is made to the information  presented in
Note 8 "Business  Segments and Geographic  Areas" to the condensed  consolidated
financial statements.


First Quarter Ended April 3, 1999 Compared to First Quarter April 4, 1998

Net sales. Apparel net sales were $49.4 million for the first quarter of 1999, a
decrease of $.7  million or 1.3% below net sales of $50.1  million for the first
quarter of 1998 due to  promotional  sales in 1998 and reduced  sales in 1999 to
bankrupt  customers  whose  businesses were  liquidated.  Hosiery net sales were
$16.8 million in the first quarter of 1999, an increase of $2.3 million or 15.9%
above net sales of $14.5  million for the first  quarter of 1998 due to stronger
than  anticipated  1999  shipments to key customers  reflecting  better sales at
retail and increased emphasis on customer pipe line stocking.

Gross margin.  Gross margin as a percentage of net sales increased from 27.0% in
1998 to 27.8% in 1999.  The increase in gross margin was largely due to improved
production efficiencies and reduced raw material cost.

Selling general & administrative  expenses.  Selling, general and administrative
expenses as a percentage of net sales increased to 15.7% in the first quarter of
1999,  from  14.9% in  1998.  The  increase  was due to  costs  associated  with
reorganizing  the sales and  marketing  functions and startup of the new Mexican
production facility for the Apparel segment.




                                       10
<PAGE>    13

Income before  interest and income  taxes.  Apparel  income before  interest and
income taxes as a percentage  of Apparel sales was 14.2% in the first quarter of
1999 versus 14.1% in the first quarter of 1998.  Hosiery income before  interest
and income taxes was 6.2% and 5.4% of Hosiery sales in the first quarter of 1999
and 1998,  respectively.  The  increase  in Hosiery  income as a  percentage  of
Hosiery  sales in 1999  compared to 1998 was due to increased  margins on higher
sales in the first quarter of 1999.

Interest  expense,  net of interest income.  Interest expense was $.7 million in
the first quarter of 1999 versus $2.3 million in the first quarter of 1998.  The
decrease in interest  expense  reflects the lower debt levels resulting from the
use of proceeds  from the  Company's  initial  public  offering on June 11, 1998
partially offset by higher Apparel inventories.

Provision for income  taxes.  Provision for income taxes was $2.6 million in the
first  quarter of 1999,  compared to $2.1 million in the first  quarter of 1998.
The  effective  tax rate was 35.6% for 1999 as compared  to 38.5% for 1998.  The
Company's  effective  income tax rate differed  from the prior period  effective
rate due to a greater impact of foreign earnings,  certain of which are taxed at
lower  rates  than  in  the  United   States,   partially   offset  by  goodwill
amortization,  most of which is not  deductible for federal and state income tax
purposes.

Net income. As a result of the above,  first quarter net income was $4.8 million
in 1999, a 39.4% increase over the $3.4 million in 1998.


LIQUIDITY AND CAPITAL RESOURCES

The Company's primary cash needs are for working capital,  capital  expenditures
and debt  service.  The Company has  financed its cash needs  primarily  through
internally  generated  cash  flow,  in  addition  to funds  borrowed  under  the
Company's credit agreement.

For the Apparel segment,  working capital requirements vary throughout the year.
Working  capital  generally  increases  during  the  first  half of the  year as
inventory,  primarily blanket sleepers, builds to support peak shipping periods.
The  Hosiery  segment is less  seasonal  and,  while  working  capital  tends to
increase slightly during the second half of the year, the variation is small.

Net cash provided by (used in) operating activities for the quarters ended April
3, 1999 and April 4, 1998 was $12.7 million and $(15.4)  million,  respectively.
The  variation  was  primarily  due  to  changes  in  accounts   receivable  and
inventories.  Accounts receivable for 1999 and 1998 changed due to the timing of
sales and collections. Inventories decreased in the first quarter of 1999 due to
higher sales in the quarter and ongoing efforts to reduce excessive  inventories
through improvements in production planning and procurement practices, offset by
the seasonality of the Apparel segment's  business.  To support third and fourth
quarter sales volumes of certain seasonal  products (such as blanket  sleepers),
the  Apparel  segment  builds  inventory  in the first six  months of each year.
Inventory  increased in the first quarter of 1998 due to both the seasonality of
the Apparel segment's business and an increase in build of year-round  inventory
in anticipation of customer orders.


                                       11
<PAGE>    14

Capital  expenditures  were $.9 million and $.7 million for the first quarter of
1999 and 1998,  respectively.  These expenditures  consisted primarily of normal
replacement  of  manufacturing  equipment,  purchases  of office  equipment  and
upgrades of information  systems.  The Company budgeted $9.2 million for capital
expenditures for 1999 ($5.6 million for the Apparel segment and $3.6 million for
the Hosiery segment). Included in the capital expenditure budget is $3.4 million
to replace or upgrade manufacturing equipment, $1.9 million for new knitting/toe
closing machines and $3.4 million to upgrade MIS systems.

Net cash (used in)  provided by  financing  activities  was $(10.2)  million and
$17.2 million for the first quarter of 1999 and 1998, respectively. The decrease
in cash provided by financing  activities for 1999 consisted of repayments under
the  Company's  revolving  credit  agreement,  which was funded by its cash from
operating  activities.  Cash provided by financing  activities in 1998 consisted
principally of borrowings under the Company's revolving credit agreement to fund
the increased working capital needs.

The Company believes that cash generated from operations,  together with amounts
available  under its credit  facilities,  will be  adequate  to meet its working
capital,  capital expenditures and debt service requirements for the next twelve
months.


INFLATION

In general,  costs are affected by inflation and the Company may  experience the
effects of inflation in future periods.  The Company does not currently consider
the impact of  inflation to be  significant  in the  businesses  or countries in
which the Company operates.


RECENT ACCOUNTING STANDARDS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities" ("FAS 133"). This statement  established  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for hedging activities.  It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position  and  measure  those  instruments  at fair  value.  This  statement  is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
Adoption  of FAS  133 is not  anticipated  to  have  a  material  impact  on the
Company's financial statements.









                                       12
<PAGE>    15

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company   continues  to  have  no  holdings  of  derivative   financial  or
commodity-based  instruments  at April 3, 1999. A review of the Company's  other
financial  instruments and risk exposures at that date revealed that the Company
had exposure to interest  rate and foreign  currency  exchange  rate risks.  The
Company  performed  sensitivity  analysis  at  December  31,  1998 to assess the
potential  effect of a change in the  interest  rate and a change to the foreign
currency  exchange rates and concluded  that near-term  changes in either should
not materially affect the Company's financial position, results of operations or
cash  flows.  The  Company  has  experienced  no  significant  changes  in these
financial  instruments  or risk  exposures  during the first quarter of 1999 and
thus believes that the Company's  year-end  assessment is still  appropriate  at
April 3, 1999.

               PART II - OTHER INFORMATION


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         27       Financial Data Schedule.

(b)      Reports on Form 8-K   -   None























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<PAGE>    16

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                                  Gerber Childrenswear, Inc.
                                                         (Registrant)



DATE:   May 14, 1999                              By: /s/  Edward Kittredge
                                                  -------------------------
                                                  Edward Kittredge
                                                  Chairman, Chief Executive
                                                  Officer and President
                                                  (Principal Executive Officer)




DATE:   May 14, 1999                              By: /s/  Richard L. Solar    
                                                  -------------------------     
                                                  Richard L. Solar
                                                  Senior Vice President and
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)




DATE:   May 14, 1999                              By: /s/  David E. Uren        
                                                  ----------------------        
                                                  David E. Uren
                                                  Vice President of Finance,
                                                  Secretary and Treasurer
                                                  (Principal Accounting Officer)
















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