SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                     FORM 10-K/A

Mark One

    X              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                       OF
                        THE SECURITIES EXCHANGE ACT OF 1934            
                   For the fiscal year ended DECEMBER 31, 1996
                                       OR
             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
             For the transition period from____________to____________

                          Commission File No. 0-13365

                              OshKosh B'Gosh, Inc.

A DELAWARE Corporation      IRS EMPLOYER IDENTIFICATION NO 39-0519915
                            112 Otter Avenue
                       Oshkosh, Wisconsin 54901
                   Telephone number:  (414) 231-8800

      Securities registered pursuant to Section 12(b) of the Act:
                                NONE

      Securities registered pursuant to Section 12(g) of the Act:
          Class A Common Stock, Par Value $.01 per share
          Class B Common Stock, Par Value $.01 per share

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.

        Yes       X                                  No

[X]  Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

As of March 17, 1997, there were outstanding 10,535,571 shares of Class A
Common Stock and 1,260,704 shares of Class B Common Stock, of which 8,712,383
shares and 225,049 shares, respectively, were held by non-affiliates of the 
registrant.  Based upon the closing sales prices as of March 17, 1997, the 
aggregate market value of the Class A Common Stock and Class B Common Stock
held by non-affiliates was $147,021,463.13 and $4,388,455.50, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

OshKosh B'Gosh, Inc. definitive Proxy Statement for its annual meeting to be
held on May 2, 1997 (or such later date as the diretors may determine), 
incorporated into Part III.


                           SIGNATURES
                                
Date:  May 8, 1997

Pursuant to the requirements of Section 13 of 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                      OSHKOSH B'GOSH, INC.
                                
                     By: /S/ DOUGLAS W. HYDE
  Chairman of the Board, President and Chief Executive Officer
                                
                   By: /S/ DAVID L. OMACHINSKI
      Vice President, Treasurer and Chief Financial Officer
                                
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.

Signature                                    Title

/S/ DOUGLAS W. HYDE                Chairman of the Board,
                                   President and Chief Executive Officer

/S/ MICHAEL D. WACHTEL             Executive Vice President,
                                   Chief Operating Officer

/S/ DAVID L. OMACHINSKI            Vice President Finance,
                                   Treasurer and Chief Financial Officer

/S/ STEVE R. DUBACK                Secretary and Director

/S/ WILLIAM F. WYMAN               Vice President Domestic Licensing

Date:  May 8, 1997