<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 October 2, 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 November 11, 1999, there were outstanding  8,306,544 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 October 2, 1999,
           October 3, 1998 and December 31, 1998...............................1

           Condensed Consolidated Statements of Income and Comprehensive
           Income for the quarters ended October 2, 1999 and October 3, 1998
           and for the nine months ended October 2, 1999 and October 3,1998....2

           Condensed Consolidated Statements of Cash Flows for the nine
           months ended October 2, 1999 and October 3, 1998....................3

           Notes to Condensed Consolidated Financial Statements..............4-7


Item 2 - Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................8-13

Item 3 - Quantitative and Qualitative Disclosures about Market Risk...........14

                           PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K.....................................14

Signatures....................................................................15

Exhibit - Financial Data Schedule.............................................16
</TABLE>

<PAGE>    3

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                           Gerber Childrenswear, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                        (Unaudited)   (Unaudited)      (Note)
                                         October 2,    October 3,   December 31,
                                            1999          1998          1998
                                        -----------   -----------   -----------
                                                     (In thousands)
<S>                                     <C>           <C>           <C>
Assets
Current Assets
    Cash and cash equivalents...........   $  4,824      $  1,701      $  1,780
    Accounts receivable, net............     48,642        42,322        36,621
    Inventories.........................     85,030        99,984        87,020
    Deferred income taxes...............      4,858         2,511         4,806
    Other...............................      1,543         1,113         2,534
                                        -----------   -----------   -----------
          Total current assets..........    144,897       147,631       132,761
                                        -----------   -----------   -----------

Property, plant and equipment...........     36,764        31,721        32,935
    Less accumulated depreciation.......     11,128         6,643         7,711
                                        -----------   -----------   -----------
                                             25,636        25,078        25,224
                                        -----------   -----------   -----------
Other Assets
    Excess of cost over fair value of
      net assets acquired, net..........     19,108        21,378        20,607
    Other...............................      8,138         6,392         7,146
                                        -----------   -----------   -----------
          Total other assets............     27,246        27,770        27,753
                                        -----------   -----------   -----------
                                           $197,779      $200,479      $185,738
                                        ===========   ===========   ===========

Liabilities and Shareholders' Equity
Current Liabilities
    Accounts payable....................   $ 15,339      $ 18,249      $ 11,815
    Accrued expenses....................     18,460        18,131        12,387
    Revolving credit loan payable.......      8,800        24,500        15,300
    Current portion of long-term debt
      and capital leases................      6,605         3,368         4,847
    Income tax payable..................      6,004         2,280         5,666
                                        -----------   -----------   -----------
          Total current liabilities.....     55,208        66,528        50,015
                                        -----------   -----------   -----------
Non-Current Liabilities
    Long-term debt......................     14,593        22,734        19,631
    Other non-current liabilities.......     19,222        16,340        17,166
                                        -----------   -----------   -----------
          Total non-current liabilities.     33,815        39,074        36,797
                                        -----------   -----------   -----------

Shareholders' Equity....................    108,756        94,877        98,926
                                        -----------   -----------   -----------
                                           $197,779      $200,479      $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   For the nine months ended
                              -------------------------------------------------
                              October 2,   October 3,   October 2,   October 3,
                                 1999         1998         1999         1998
                              ----------   ----------   ----------   ----------
                                    (In thousands, except per share data)
<S>                           <C>           <C>          <C>          <C>
Net sales.....................  $ 80,159     $ 73,879     $205,212     $202,405
Cost of  sales................    60,900       56,068      153,315      149,788
                              ----------   ----------   ----------   ----------
    Gross margin..............    19,259       17,811       51,897       52,617
Selling, general and
  administrative expenses.....    11,423       10,442       32,065       29,674
                              ----------   ----------   ----------   ----------
Income before interest and
  income taxes................     7,836        7,369       19,832       22,943
Interest expense, net of
  interest income ............     1,141        1,111        2,339        5,157
                              ----------   ----------   ----------   ----------
Income before income taxes....     6,695        6,258       17,493       17,786
Provision for income taxes....     2,340        1,996        6,154        6,221
                              ----------   ----------   ----------   ----------
Income before extraordinary
  item........................     4,355        4,262       11,339       11,565
Extraordinary item, net.......         -            -            -         (266)
                              ----------   ----------   ----------   ----------
Net income....................     4,355        4,262       11,339       11,299
  Foreign currency translation       749        1,513       (1,497)       1,159
                              ----------   ----------   ----------   ----------
Comprehensive income..........  $  5,104     $  5,775     $  9,842     $ 12,458
                              ==========   ==========   ==========   ==========

Per share amount:
  Earnings per common share:
    Income before
      extraordinary item, net.  $    .26     $    .26     $    .68     $    .81
    Extraordinary item, net...         -            -            -         (.02)
                              ----------   ----------   ----------   ----------
Net income....................  $    .26     $    .26     $    .68     $    .79
                              ==========   ==========   ==========   ==========

  Earnings per common share - diluted:
    Income before
      extraordinary item, net.  $    .22     $    .21     $    .57     $    .64
    Extraordinary item, net...         -            -            -         (.02)
                              ----------   ----------   ----------   ----------
Net income....................  $    .22     $    .21     $    .57     $    .62
                              ==========   ==========   ==========   ==========

Numerator
Income before extraordinary
  item, net...................  $  4,355     $  4,262     $ 11,339     $ 11,565
Preferred stock dividends.....         -            -            -         (774)
                              ----------   ----------   ----------   ----------
Income available to common
  shareholders................     4,355        4,262       11,339       10,791
Extraordinary item, net.......         -            -            -         (266)
                              ----------   ----------   ----------   ----------
Net income available to common
  shareholders................  $  4,355     $  4,262     $ 11,339     $ 10,525
                              ==========   ==========   ==========   ==========

Denominator
Weighted average shares - basic   16,665       16,477       16,621       13,320
Effect of dilutive securities:
  Warrants....................     2,958        2,958        2,958        2,958
  Nonvested stock/stock options      288          527          345          577
                               ---------   ----------   ----------   ----------
Adjusted weighted average
  shares - diluted............    19,911       19,962       19,924       16,855
                               =========   ==========   ==========   ==========
</TABLE>
                             See accompanying notes

                                       2
<PAGE>    5

                           Gerber Childrenswear, Inc.
                 Condensed Consolidated Statements Of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     For the nine months ended
                                                    ---------------------------
                                                     October 2,     October 3,
                                                        1999           1998
                                                    ------------   ------------
                                                            (In thousands)
<S>                                                 <C>            <C>
Operating Activities
    Net income......................................    $ 11,339       $ 11,299
    Adjustments to reconcile net income to net cash
      provided by (used in)operating activities:
      Depreciation and amortization.................       4,595          4,468
      Other.........................................      (1,554)        (3,647)
      Changes in assets and liabilities
          Accounts receivable, net..................     (12,276)        (7,810)
          Inventories...............................       1,799        (28,762)
          Accounts payable..........................       3,571          4,608
          Other assets and liabilities, net.........       9,986          3,356
                                                    ------------   ------------
                                                          17,460        (16,488)
                                                    ------------   ------------
Investing Activities
    Purchases of property, plant and equipment......      (4,486)        (3,528)
    Proceeds from sale of property, plant
      and equipment.................................         142             37
                                                    ------------   ------------
                                                          (4,344)        (3,491)
                                                    ------------   ------------
Financing Activities
    Borrowings under revolving credit agreement.....      57,600         68,240
    Repayments under revolving credit agreement.....     (64,100)       (43,990)
    Principal payments on long-term borrowings and
      capital leases................................      (3,254)       (51,539)
    Proceeds from initial public offering, net
      of expenses...................................           -         48,659
    Other...........................................        (104)          (301)
                                                    ------------   ------------
                                                          (9,858)        21,069
                                                    ------------   ------------

    Effect of exchange rate changes on cash.........        (214)            75
                                                    ------------   ------------

Net increase in cash and cash equivalents...........       3,044          1,165
Cash and cash equivalents at beginning of period....       1,780            536
                                                    ------------   ------------
Cash and cash equivalents at end of period..........    $  4,824      $   1,701
                                                    ============   ============
</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  condensed  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.

     In conjunction with the Company's  accounting for a royalty  contract,  the
Company  previously  lowered  the  estimate of its future  liability  to be paid
related to certain products. This change in estimate is not material to the nine
months ended October 2, 1999.

                                       4

<PAGE>    7

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


5.  INVENTORIES

     A summary  of  inventories,  by major  classification,  at October 2, 1999,
October 3, 1998 and December 31, 1998 is as follows (in thousands):
<TABLE>
<CAPTION>

                       October 2, 1999     October 3, 1998    December 31, 1998
                      -----------------   -----------------   -----------------
<S>                   <C>                 <C>                 <C>

Raw materials                   $11,885             $13,843             $11,863
Work in process                  11,938              17,287              13,515
Finished goods                   61,207              68,854              61,642
                               --------            --------            --------
                                $85,030             $99,984             $87,020
                               ========            ========            ========
</TABLE>

6.  INCOME TAXES

     The Company's  effective income tax rate of 35.0% and 35.2% for the quarter
and the nine  months  ended  October 2, 1999,  respectively,  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, 2000.
Adoption  of FAS  133 is not  anticipated  to  have  a  material  impact  on the
Company's financial statements.


8.  EXTRAORDINARY ITEM

     In June 1998,  the Company repaid senior and junior  subordinated  notes in
the  principal  amount of $22.5  million and $11.0  million,  respectively.  The
write-off of unamortized  discount and loan costs  totaling  $266,000 (net of an
income tax benefit of  $163,000)  is included  as an  extraordinary  item in the
accompanying  condensed  consolidated  statements  of income for the nine months
ended October 3, 1998.

                                       5
<PAGE>    8

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


9.  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 volume retailers,  mid-tier  department stores and specialty retailers 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  brand names 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 31st of the applicable year.

     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   For the nine months ended
                              -------------------------------------------------
                              October 2,   October 3,   October 2,   October 3,
                                 1999         1998         1999         1998
                              ----------   ----------   ----------   ----------
<S>                           <C>          <C>          <C>          <C>
Net sales:
    Apparel...................  $ 62,214     $ 58,560     $152,001     $154,233
    Hosiery...................    17,945       15,319       53,211       48,172
                              ----------   ----------   ----------   ----------
Total net sales...............  $ 80,159     $ 73,879     $205,212     $202,405
                              ==========   ==========   ==========   ==========

Income before interest and income taxes:
    Apparel...................  $  6,013     $  6,345     $ 14,724     $ 19,443
    Hosiery...................     1,823        1,024        5,108        3,500
                              ----------   ----------   ----------   ----------
Total income before interest
  and income taxes............  $  7,836     $  7,369     $ 19,832     $ 22,943
                              ==========   ==========   ==========   ==========

Depreciation and amortization:
    Apparel...................  $    784     $    709     $  2,246     $  2,111
    Hosiery...................       781          726        2,349        2,357
                              ----------   ----------   ----------   ----------
Total depreciation and
  amortization................  $  1,565     $  1,435     $  4,595     $  4,468
                              ==========   ==========   ==========   ==========

Capital additions:
    Apparel...................  $    988     $  1,202     $  3,557     $  2,508
    Hosiery...................       450          346          929        1,020
                              ----------   ----------   ----------   ----------
Total capital additions.......  $  1,438     $  1,548     $  4,486      $ 3,528
                              ==========   ==========   ==========   ==========
</TABLE>
                                       6

<PAGE>    9

                           Gerber Childrenswear, Inc.
        Notes to Condensed Consolidated Financial Statements (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>

                              October 2,   October 3,  December 31,
                                 1999         1998         1998
                              ----------   ----------   ----------
<S>                           <C>          <C>          <C>
Assets:
    Apparel...................  $147,935     $149,307     $136,246
    Hosiery...................    49,844       51,172       49,492
                              ----------   ----------   ----------
Total assets..................  $197,779     $200,479     $185,738
                              ==========   ==========   ==========

Inventories (included in assets):
    Apparel...................  $ 76,972     $ 91,151     $ 79,748
    Hosiery...................     8,058        8,833        7,272
                              ----------   ----------   ----------
Total inventories (included
  in assets)..................  $ 85,030     $ 99,984     $ 87,020
                              ==========   ==========   ==========

Geographic Areas              For the quarter ended   For the nine months ended
                              -------------------------------------------------
                              October 2,   October 3,   October 2,   October 3,
                                 1999         1998         1999         1998
                              ----------   ----------   ----------   ----------
Net sales:
    United States.............  $ 75,157     $ 69,327     $188,521     $187,292
    All other.................     5,002        4,552       16,691       15,113
                              ----------   ----------   ----------   ----------
Total net sales...............  $ 80,159     $ 73,879     $205,212     $202,405
                              ==========   ==========   ==========   ==========

Income before interest and income taxes:
    United States.............  $  7,313     $  6,053     $ 17,999     $ 20,064
    All other.................       523        1,316        1,833        2,879
                              ----------   ----------   ----------   ----------
Total income before interest
  and income taxes............  $  7,836     $  7,369     $ 19,832     $ 22,943
                              ==========   ==========   ==========   ==========

                              October 2,   October 3,  December 31,
                                 1999          1998        1998
                              ----------   ----------   ----------
Assets:
    United States.............  $172,735     $176,340     $161,175
    All other.................    25,044       24,139       24,563
                              ----------   ----------   ----------
Total assets..................  $197,779     $200,479     $185,738
                              ==========   ==========   ==========
</TABLE>

10.  SUBSEQUENT EVENT - REGARDING INSURED CASUALTY LOSS

     In 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  maintained  property damage and
business  interruption  insurance  and  settled a majority of the claim with its
insurance providers in November 1999. The final outcome/settlement of this claim
is expected to be  recorded as a gain in the  statement  of income in the fourth
quarter of 1999.

                                       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 Company does not currently believe that it
faces material adverse issues related to its IT equipment.

     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. As of October 2, 1999 the
Company has  identified  all critical  Non-IT  equipment  and has  contacted the
equipment vendors (via Y2K  questionnaires) to determine the status of their Y2K
readiness.  Based on their responses, the Company has either replaced,  modified
or upgraded the  respective  equipment  or has  developed  contingency  plans to
minimize identified  exposures.  Contingency plans include,  but are not limited
to, using  alternate  vendors,

                                       8

<PAGE>    11

using manual interfaces, and hard copies. 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,  customers,  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 (via Y2K questionnaires) with significant third party businesses.
Completion  of the TP plan is ongoing,  as several of these TP  businesses  have
fourth quarter 1999 target  compliance  dates for their Year 2000 programs.  The
Company is  reviewing  all  questionnaires  as received and is in the process of
assessing its vulnerability  related to any critical  non-remediated third party
Y2K compliance.  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
October  2, 1999  totaled  approximately  $340,000.  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 on a timely basis 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.


CASUALTY EVENT

     For information regarding the Company's insured casualty loss, reference is
made to the  information  presented  in Note 10  "Subsequent  Event -  Regarding
Insured Casualty Loss" to the condensed consolidated financial statements.

                                       9

<PAGE>    12

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 9 "Business  Segments and  Geographic  Areas" to the condensed
consolidated financial statements.


Third Quarter Ended October 2, 1999 Compared to Third Quarter Ended
October 3, 1998

     Net sales.  Apparel net sales were $62.2  million for the third  quarter of
1999,  an increase of $3.7 million or 6.2% above net sales of $58.6  million for
the third quarter of 1998.  The Apparel sales increase was due to an increase in
seasonal products shipped in 1999,  partially as a result of earlier  deliveries
of blanket sleepers than a year ago. Hosiery net sales were $17.9 million in the
third  quarter of 1999,  an increase of $2.6 million or 17.1% above net sales of
$15.3 million for the third quarter of 1998 due to strong sales at retail.

     Gross  margin.  Gross margin as a percentage of net sales was 24.0% in 1999
and 24.1% in 1998.

     Selling,   general  &  administrative   expenses.   Selling,   general  and
administrative  expenses as a percentage of net sales  increased to 14.3% in the
third quarter of 1999,  from 14.1% in 1998. The  percentage  increase was due to
the  Apparel  segment's  higher  costs for  warehousing  and  startup of the new
Mexican production facility.

     Income before interest and income taxes. Apparel income before interest and
income taxes  ("EBIT") was $6.0 million in the third quarter of 1999 compared to
$6.3  million  in the third  quarter of 1998.  The drop in Apparel  EBIT was the
result  of higher  operating  cost as  discussed  above.  Hosiery  EBIT was $1.8
million in the third  quarter of 1999  compared  with $1.0  million in the third
quarter of 1998. The increase in Hosiery EBIT was the result of improved margins
due to lower material cost and a more favorable volume mix of products.

     Interest expense, net of interest income. Interest expense was $1.1 million
in the third quarter of 1999 and 1998. Interest expense for 1999 includes a $0.6
million  provision for possible  interest  charges in connection  with resolving
principally  timing  differences  between the Company and the  Internal  Revenue
Service ("IRS") on the amount of current income taxes due for 1996 and 1997. The
differences arise from ongoing examinations by the IRS.

     Provision for income taxes.  Provision for income taxes was $2.3 million in
the third quarter of 1999 compared to $2.0 million in the third quarter of 1998.
The  effective  tax rate was 35.0%  for 1999  compared  to 31.9%  for 1998.  The
Company's  effective  income tax rate  reflects the 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, net income for the third quarter was
$4.4 million in 1999 and $4.3 million in 1998.

                                       10

<PAGE>    13

Nine Months Ended October 2, 1999 Compared to Nine Months Ended October 3, 1998

     Net sales.  Apparel net sales were $152.0 million for the first nine months
of 1999,  a decrease of $2.2  million or 1.4% below net sales of $154.2  million
for the first  nine  months of 1998.  The  Apparel  sales  decline  was due to a
reduction in  non-seasonal  normal margin products sold in 1999 to key accounts,
offset in part by an increase in closeout sales in 1999.  Hosiery net sales were
$53.2  million in the first nine months of 1999,  an increase of $5.0 million or
10.5% above net sales of $48.2  million for the first nine months of 1998 due to
customer pipe line stocking early in the year and strong sales at retail.

     Gross margin. Gross margin as a percentage of net sales declined from 26.0%
in 1998 to 25.3% in 1999.  The  decrease in gross  margin was due to the Apparel
segment,  which had an increase in closeout  sales, a reduction in  non-seasonal
normal  margin  sales and  higher  manufacturing  cost in the  second  and third
quarter  due to slower than  planned  build up of  production  levels in the new
Mexican facility.

     Selling,   general  &  administrative   expenses.   Selling,   general  and
administrative  expenses as a percentage of net sales  increased to 15.6% in the
first nine months of 1999,  from 14.7% in 1998. The percentage  increase was due
to the  Apparel  segment's  lower  sales and higher  costs for  warehousing  and
startup of the new Mexican production facility.

     Income before interest and income taxes.  Apparel EBIT was $14.7 million in
the first nine months of 1999 compared to $19.4 million in the first nine months
of 1998. The drop in Apparel EBIT was the result of a reduction in  non-seasonal
normal  margin  sales  combined  with an increase  in closeout  sales and higher
operating  cost as discussed  above.  Hosiery EBIT was $5.1 million in the first
nine months of 1999 compared with $3.5 million in the first nine months of 1998.
The  increase in Hosiery  EBIT was the result of  improved  margins due to lower
material cost and a more favorable volume mix of products.

     Interest expense, net of interest income. Interest expense was $2.3 million
in the first nine months of 1999 versus $5.2 million in the first nine months 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  and a  $0.6  million
provision  in the  third  quarter  of 1999  for  possible  interest  charges  in
connection with resolving principally timing differences between the Company and
the IRS on the amount of  current  income  taxes due for 1996 and 1997.  The tax
differences arise from ongoing examinations by the IRS.

     Provision for income taxes.  Provision for income taxes was $6.2 million in
the first nine  months of 1999 and 1998.  The  effective  tax rate was 35.2% for
1999  compared  to 35.0% for 1998.  The  Company's  effective  income  tax rates
reflect  foreign  earnings  generally  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.

     Extraordinary  item, net. The Company repaid senior and junior subordinated
notes in June 1998 resulting in the write-off of  unamortized  discount and loan
costs  of  approximately  $.3  million  (net of an  income  tax  benefit  of $.2
million).

     Net income.  As a result of the above, net income for the first nine months
was $11.3 million in 1999 and in 1998.

                                       11

<PAGE>    14

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  requirements  generally increase 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  requirements  tend to increase  slightly  during the second half of the
year, the variation is small.

     Net cash  provided by (used in)  operating  activities  for the nine months
ended October 2, 1999 and October 3, 1998 was $17.5 million and $(16.5) million,
respectively.  The change was primarily due to variations in accounts receivable
and inventories. Accounts receivable for both years changed due to the timing of
sales and collections and due to an increase in seasonal products shipped in the
third  quarter of 1999,  partially as a result of earlier  deliveries of blanket
sleepers  than a year ago.  During the third  quarter of 1998,  the  Company was
impacted by lower than  anticipated  shipments  of its  weather-related  blanket
sleeper and thermal  product lines due to the  unseasonably  warm weather during
the quarter.  The lower than anticipated sales in 1998 along with inefficiencies
in the Company's  production planning system and inefficiencies  still occurring
at the  Company's  new  distribution  center  resulted in a higher than expected
inventory  balance  at October 3,  1998.  Inventories  decreased  in 1999 due to
higher seasonal sales in the third quarter of 1999 compared to a year ago.

     Capital  expenditures were $4.5 million and $3.5 million for the first nine
months of 1999 and 1998, respectively. These expenditures consisted primarily of
building/leasehold improvements,  normal replacement of manufacturing equipment,
purchases of office  equipment  and  upgrades of  information  systems.  Capital
expenditures  for the  remainder of 1999 are expected to be  approximately  $2.3
million.

     Net cash (used in) provided by financing  activities was $(9.9) million and
$21.1 million for the first nine months of 1999 and 1998, respectively. Based on
the cash provided by operating  activities in 1999, the Company was able to make
repayments  on the Company's  revolving  credit  agreement  and other  long-term
borrowing arrangements.  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.  In addition,  the Company used the net
proceeds received from its initial public offering in June 1998 to repay certain
long-term  indebtedness  of the  Company and to redeem  shares of the  Company's
redeemable preferred stock held by certain of its officers.

     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.

                                       12
<PAGE>    15

CHANGE IN ESTIMATE

     In conjunction with the Company's  accounting for a royalty  contract,  the
Company  previously  lowered  the  estimate of its future  liability  to be paid
related to certain  products.  This change in estimate  was not  material to the
nine months ended October 2, 1999. The Company is uncertain  whether this change
in  estimate  will have a  material  impact on  statements  of income for future
periods; however, the Company does not believe this change in estimate will have
a  material  impact on the  Company's  financial  position  in  future  periods,
although there can be no assurance that this will be the case.


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, 2000.
Adoption  of FAS  133 is not  anticipated  to  have  a  material  impact  on the
Company's financial statements.

                                       13

<PAGE>    16

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  Company  continues  to have no  holdings of  derivative  financial  or
commodity-based  instruments at October 2, 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 nine months of 1999 and
thus believes that the Company's  year-end  assessment is still  appropriate  at
October 2, 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

                                       14

<PAGE>    17

                                   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:   November 16, 1999                      By: /s/  Edward Kittredge
                                               -------------------------
                                               Edward Kittredge
                                               Chairman, Chief Executive Officer
                                               and President
                                               (Principal Executive Officer)




DATE:   November 16, 1999                      By: /s/  Richard L. Solar
                                               -------------------------
                                               Richard L. Solar
                                               Senior Vice President and Chief
                                               Financial Officer
                                               (Principal Financial Officer)




DATE:   November 16, 1999                      By: /s/  David E. Uren
                                               -------------------------
                                               David E. Uren
                                               Vice President of Finance,
                                               Secretary and Treasurer
                                               (Principal Accounting Officer)

















                                       15