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

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, 1997
                               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: (920) 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

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 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 13, 1998, there were outstanding 8,702,429 shares of
Class A Common Stock and 1,177,357 shares of Class B Common
Stock, of which 8,317,695 shares and 687,696 shares,
respectively, were held by non-affiliates of the registrant.
Based upon the closing sales price as of March 13, 1998, the
aggregate market value of the Class A Common Stock held by non-
affiliates was $328,548,953.  The Class B Common Stock is no
longer listed or quoted on any established trading market, but it
is convertible into Class A Common Stock on a share-for-share
basis.  Based on that conversion right, the value of Class B
Common Stock held by non-affiliates was $27,163,992.

DOCUMENTS INCORPORATED BY REFERENCE

OshKosh B'Gosh, Inc. definitive Proxy Statement for its annual
meeting to be held on May 1, 1998 (or such later date as the
directors may determine), incorporated into Part III.



                              INDEX

PART I                                                        PAGE
Item 1.        Business                                         5
          (a)  General Development of Business                  5
          (b)  Financial Information About Industry Segments    6
          (c)  Narrative Description of Business                7
                 Products                                       7
                 Raw Materials, Manufacturing and Sourcing      8
                 Sales and Marketing                           10
                 International Licensing and Distribution      11
                 Trademarks                                    11
                 Seasonality                                   11
                 Working Capital                               12
                 Backlog                                       12
                 Competitive Conditions                        12
                 Environmental Matters                         13
                 Employees                                     13

Item 2.        Properties                                      14

Item 3.        Legal Proceedings                               15

Item 4.        Submission of Matters to a Vote of Security
               Holders                                         15

PART II
Item 5.        Market for the Registrant's Common Stock and
               Related Stockholder Matters                     15

Item 6.        Selected Financial Data                         16

Item 7.        Management's Discussion and Analysis of Results
               of Operations and Financial Conditions          17

Item 8.        Financial Statements and Supplemenatary         27

Item 9.        Disagreements on Accounting and Financial
               Disclosure                                      49

PART III
Item 10.  Directors and Executive Officers of the Registrant   49

Item 11.  Executive Compensation                               49


Item 12.  Security Ownership of Certain Beneficial Owners
          and Management                                       49

Item 13.  Certain Relationships and Related Transactions       49

PART IV
Item 14.  Exhibits, Financial Statement Schedule, and Reports
          on Form 8-K                                          49
PART I

ITEM 1.  BUSINESS

(a)  General Development of Business

     OshKosh B'Gosh, Inc. (together with its subsidiaries, the
"Company") was founded in 1895 and was incorporated in the state
of Delaware in 1929.  The Company designs, manufactures, sources
and markets apparel for the children's wear, youth wear, and
men's wear markets.  The Company also offers a children's
footwear collection.  While its heritage is in the men's work
wear market, the Company is currently best known for its line of
high quality children's wear.  It is the Company's vision to
become the dominant global marketer of branded products for
children ages newborn to ten through leverage of the existing
brand franchise in OshKosh B'Gosh and Baby B'Gosh and utilization
of the Company's core competencies to supply the market with all
appropriate product for children where quality, durability, and
fashion innovation are important. The Company is also pursuing
niche opportunities in adult apparel, where the Company's century
old heritage can provide meaningful differential advantage to
address the needs of the marketplace.

     The children's wear and youth wear business represented
approximately 95% of consolidated Company revenues for 1997.  The
success of the children's wear business can be attributed to the
Company's core themes: quality, durability, style, trust and
Americana.  These themes have propelled the Company to the
position of market leader in the branded children's wear
industry.  The Company strategically extends the product line and
also leverages the economic value of the OshKosh B'Gosh name via
both domestic and international licensing agreements.

     In addition to the Company's wholesale business, the Company
also operates a chain of  119 domestic OshKosh B'Gosh branded
stores, including 111 factory outlet stores and eight specialty
stores.  In 1994, the Company opened an OshKosh B'Gosh showcase
store in New York City to feature a full line of OshKosh product
in a signature environment designed to reinforce brand awareness
among consumers.  In the past two years, the Company opened seven
first quality retail stores in regional mall locations.  During
1997, the Company expanded its retail product line in its OshKosh
B'Gosh branded stores by offering youth wear sizes for girls and
boys under the trade names Genuine Girl (girls sizes 7-16) and
Genuine Blues (boys sizes 8-16).  Based on the sales performance
of the Genuine Girl line in the OshKosh B'Gosh operated retail
stores, the Company is expanding the distribution of this product
line by including it as part of the product offering to wholesale
customers beginning with the Spring 1998 season.

     During 1996, the Company completed a comprehensive strategic
planning initiative.  As part of this initiative and combined
with management's commitment to more efficient utilization of
working capital, the Company has taken steps to improve product
marketability, streamline operations, reduce its capital base and
cost structure and improve delivery performance.  These actions
included limiting distribution of its children's wear product by
narrowing the distribution channels in which the Company's
products are sold, discontinuing under-performing business units
and closing certain domestic manufacturing facilities based on an
on-going review of the Company's  manufacturing capacity and
alternative sourcing opportunities.

     In accordance with the strategic planning initiative,  the
Company discontinued the Genuine Kids brand which was used to
market a line of children's and youth apparel through a chain of
Company owned Genuine Kids retail stores.   The wind-down of the
Genuine Kids store chain was completed in January 1997.   See
Item 7, "Management's Discussion and Analysis of Results of
Operations and Financial Conditions" and "Special Charges" in the
Notes to the Consolidated Financial Statements, included in Item
8.

     The Company expanded into the European market in the early
1990's by establishing subsidiaries in France, Germany, and the
United Kingdom.  While the operation of these subsidiaries
increased the distribution of the Company's product in the
European marketplace, they were unprofitable, and were closed in
1996.  The Company entered into a licensing arrangement for the
European marketplace on January 1, 1997.  The Company transferred
the operation of its businesses in Europe to the licensee in
conjunction with the license agreement.  The Company also
operates a foreign sales corporation to expand the distribution
of the Company's product through exporting.

     The Company designs and arranges for the manufacture of
substantially all of its apparel and footwear.  Company designers
develop fabrication, trim accessories, and detailed manufacturing
specifications.  The product is then manufactured according to
detailed Company specifications and production schedules in
Company-owned manufacturing facilities or at third party
contractor locations worldwide.  Product sourcing is based on
manufacturing capacity, quality, and lead times, in addition to
capabilities of specific manufacturing facilities.

     The Company leverages its name and brand equity into a wide
variety of children's products including sleep wear, outerwear,
socks, eye wear, educational toys, bedding, and other juvenile
products.  The Company regularly reviews the seasonal offerings
of all related products both locally and internationally for
consistency, brand image and quality.  The Company earns
royalties for use of its name on children's and men's wear
products throughout the world, and from related accessories
distributed in the United States and worldwide.


(b)  Financial Information About Industry Segments

     The Company is engaged in only one line of business, namely,
the apparel industry.


(c)  Narrative Description of Business

Products

     The Company designs, manufactures, sources and markets a
broad range of children's clothing as well as lines of youth
wear, footwear and men's casual clothing under the OshKoshr,
OshKosh B'Goshr, Baby B'Goshr, Genuine Girlr and Genuine Bluesr
labels.  The products are distributed primarily through better
quality department and specialty stores, 119 Company owned
domestic stores, and foreign retailers.  The children's wear and
youth wear business, which is the largest segment of the
business, accounted for approximately 95% of 1997 sales compared
to approximately 93% of such sales in 1996 and 92% in 1995.

     The children's wear and youth wear business is targeted to
reach the middle to upper middle segment of the sportswear
market, through the use of innovative designs, quality fabrics
and classic styling.  The Company believes that its trade name is
a valuable asset in the marketing of its apparel, signifying
apparel that is classic in design and of high quality
construction.  The Company tradename and trademarks are generally
displayed prominently on OshKosh product.  Children's wear is
marketed in size ranges from layette/newborn and infant/toddler
to girls 6X and boys 7.  Youth wear is in size ranges girls 7 to
16 and boys 8 to 16.

     The Company's children's wear and youth wear business
includes a broad range of product categories, which are offered
in two main groups:  Fashion and Classics.  The Fashion group is
organized primarily in a collection format of seasonal themes,
developed by an in-house product development staff.  The products
in a collection share a primary design theme which is carried out
through fabric design and the distinctive use of colors,
screenprint, embroidery, and trim applications.  These
collections are presented as three to five small groups within
each merchandising season.

     The Company also offers a Classics product line, consisting
primarily of staple denim products with multiple wash treatments.
The Classics product offerings for each season will typically
consist of a variety of clothing items including bib overalls,
pants, jeans, shorts and shortalls (overalls with short pant
legs), shirts, blouses and knit tops, skirts, jumpers, sweaters,
dresses, playwear and fleece.  This product line is developed to
be relatively seasonless, with signature OshKosh B'Gosh classic
styling.  These styles are available to retail customers for
replenishment throughout the year.  Some Classics items are also
designed to serve as a foundation for the Fashion group, with
seasonal colors and styles to complement the Company's Fashion
product offering.

     The men's wear line is the original business that started
the Company in 1895.  The original line focused primarily on work
wear products.  During 1997, the Company repositioned the men's
wear product line to better align it with the attributes and
distribution channels of the children's wear line.  This approach
also closely mirrors the men's wear product lines offered by the
Company's licensees in Europe and Japan, where the focus of the
line is casual or sportswear.  By transitioning out of the
traditional work wear channels, refining the product offering and
upgrading packaging, the Company's goal is to maintain and
promote the heritage of OshKosh B'Gosh men's wear, while
positioning it for future profitable growth.

     Most products are designed by an in-house staff.  Product
design requires long lead times, with products generally being
designed a year in advance of the time they actually reach the
retail market. While the Company's products are generally
traditional in nature and not intended to be "designer" items,
the Company attempts to incorporate current trends and consumer
preferences in its designs.

     In selecting fabric and prints for its products, the Company
seeks, where possible, to obtain exclusive rights to the fabric
design from its suppliers in order to provide the Company, for a
limited period of time, with some protection from imitation by
competitors.

Raw Materials, Manufacturing, and Sourcing

     All raw materials used in the manufacture of Company
products are purchased from unaffiliated suppliers.  The Company
purchases its raw materials directly for its owned manufacturing
facilities and may also procure and retain ownership of fabric
related to garments cut and assembled by contract manufacturers.
In other circumstances, fabric is procured by the contract
manufacturer directly but in accordance with the Company's
specifications.  In 1997, approximately 74% of the Company's
direct expenditures for raw materials (fabric) were from its five
largest suppliers, with the largest such supplier accounting for
approximately 34% of total raw material expenditures.  Fabric and
various non-fabric items, such as thread, zippers, rivets,
buckles and snaps, are purchased from a variety of domestic and
foreign sources, based on quality, pricing, and availability.
The fabric and accessory market in which OshKosh B'Gosh purchases
its raw materials is composed of a substantial number of
suppliers with similar products and capabilities, and is
characterized by a high degree of competition.  As is customary
in its industry, the Company has no long-term contracts with its
suppliers.  To date, the Company has experienced little
difficulty in satisfying its requirements for raw materials,
considers its sources of supply to be adequate, and believes that
it would be able to obtain sufficient raw materials should any
one of its product suppliers become unavailable.

     Product development and administration are primarily
coordinated from the Company's headquarters facility in Oshkosh,
WI or its regional office in New York City. The majority of the
product engineering and sample making, allocation of production
among plants and independent contractors, material purchases and
invoice payments is done through the Company's Oshkosh
headquarters.  Substantially all designs and specifications
utilized by independent manufacturers are provided by the
Company.

     Approximately 47% of the Company's product line (excluding
footwear) is produced at Company-owned facilities, with the
remainder produced by numerous third party contractors throughout
the world, in accordance with the Company's specifications.  Most
domestic production takes place in the Company's four Tennessee
and two Kentucky plants. The Company also leases a sewing plant
in Honduras, where cut apparel pieces are received from the
United States and are reimported by OshKosh B'Gosh as finished
goods under Section 9802 (previously Section 807).  In 1997, as
part of the Company's review of manufacturing capacity and
utilization, the Company completed the closure of certain
domestic manufacturing facilities and continued to expand its use
of offshore manufacturing capabilities.  These actions were part
of the Company's on-going effort to improve its product cost
structure.  The Company has established guidelines for each of
its third party manufacturers in order to monitor product
quality, labor practices and financial viability.  It also
employs agents, based in regional locations abroad, to monitor
compliance with design specifications and quality standards.  The
Company believes that its overall global manufacturing strategy
gives the Company maximum flexibility to properly balance the
need for timely shipments, high quality products and competitive
pricing.

     While no long-term, formal arrangements exist with its third-
party manufacturers, the Company considers these relationships to
be satisfactory.  The Company believes it could, over a period of
time, obtain adequate alternative production capacity if any of
its independent manufacturers become unavailable.  As part of the
Company's product sourcing strategy, it routinely contracts for
apparel products produced by contractors in Asia.  If the current
financial and related difficulties were to adversely impact the
Company's contractors in Asia, it could disrupt the supply of
products contracted for by the Company.  A sustained disruption
of such sources of supply could, particularly on a short-term
basis, have an adverse impact on the Company's operations.

     Because higher quality apparel manufacturing is generally
labor intensive (sewing, pressing, finishing and quality
control), the Company has continually sought to take advantage of
time saving technical advances in areas like computer-assisted
design, computer-controlled fabric cutting, computer evaluation
and matching of fabric colors, automated sewing processes, and
computer-assisted inventory control and shipping.  In order to
realize economies of operation within the domestic production
facilities, cutting operations are located in one of the
Company's six plants, with all domestic product washing, pressing
and finishing done in one facility in Tennessee and all
screenprint and embroidery done in one facility in Kentucky.
Quality control inspections of both semi-finished and finished
products are required at each plant, including those of
independent manufacturers, to assure compliance.

     Customer orders for Fashion products are booked from three
to six months in advance of shipping.  Because most Company
production of styled products is scheduled to fill orders already
booked, the Company believes that it is better able to plan its
production and delivery schedules than would be the case if
production were in advance of actual orders.  In order to secure
necessary fabrics on a timely basis and to obtain manufacturing
capacity from independent suppliers, the Company must make
substantial advance commitments, sometimes as much as five to
seven months prior to receipt of customer orders.  Inventory
levels therefore depend on Company judgment of market demand.

Sales and Marketing

     In order to meet the diverse needs of its broad customer
base, the Company uses a wide variety of distribution channels to
market its products. Wholesale distribution is made primarily
through better quality department and specialty stores, although
sales are also made through direct mail catalog companies,
foreign retailers and other outlets.  In 1997, the Company's
products were sold to approximately 2,400 wholesale customers
(approximately 9,900 stores) throughout the United States, and a
sizable number of international accounts.

     Product sales to better quality department and specialty
stores are made primarily by an employee sales force with the
balance of sales made by manufacturer's representatives or
through in-house accounts.  In addition to the central sales
office in Oshkosh, the Company maintains regional sales offices
and product showrooms in Dallas and New York.  Most members of
the Company's sales force are assigned to defined geographic
territories, with some assigned to specific large national
accounts.  In sparsely populated areas and new markets,
manufacturer's representatives represent the Company on a non-
exclusive basis.

     In addition to its wholesale activities, OshKosh B'Gosh
products are also sold through 119 Company-owned domestic retail
stores, operating under two formats: factory outlet stores and
mall-based specialty stores.   The Company operates 111 domestic
factory outlet stores, which carry a large selection of first
quality Company branded apparel at a discount to conventional
retail prices. The factory outlet stores also provide a means of
distributing excess and out-of-season product, reducing the
amount of such product sold to discounters at excessively low
prices.   In addition, the Company operates seven regional mall-
based stores and one showcase store.  These full price, full
service stores feature a full line of OshKosh B'Gosh product in a
signature environment designed to convey the total OshKosh image
and build brand recognition among customers.  The stores are also
used to test new styles and merchandising strategies.

     The Company's broad distribution base insulates the Company
from reliance on any one customer.  The Company's largest
wholesale customer accounted for 11% of the Company's 1997 sales,
while the Company's largest ten and largest 100 customers
accounted for approximately 41% and 56% of 1997 sales,
respectively.

     Domestic marketing programs are aimed at both the Company's
retail accounts and ultimate consumers, with a main goal of
increasing overall brand awareness.  A national marketing program
includes advertising in both consumer and trade publications,
local cooperative advertising, promotions and in-store
merchandising.   The Company also offers a cooperative
advertising program to its retail customers, paying a portion of
its retail customers' advertising expenditures up to a maximum
percentage of qualifying sales.

International Licensing and Distribution

     The Company's products are distributed worldwide through
approximately 40 licensees and distributors in over 80 countries.
Licensing and distribution agreements allow the Company to
develop international markets without the need to maintain a
capital commitment in localized warehousing, offices, personnel
and inventory.

     The Company provides design assistance to its licensees to
insure products are appropriate to each foreign market and
consistent with the Company's brand image.  The licensees and
distributors either purchase fabric or finished product directly
from the Company, manufacture their own product, or contract the
production of the product from third-party manufacturers.  Each
licensee and distributor is responsible for the marketing and
distribution of specific product categories within defined
regions specified in the licensing or distribution agreement.
Distribution must be through marketing channels consistent with
the Company's domestic operations and as approved by the Company.
The Company also provides advertising guidelines and support in
the development of localized marketing programs.

Trademarks

     The Company utilizes the OshKoshr, OshKosh B'Goshr, Baby
B'Goshr,  Genuine Girlr or Genuine Bluesr trademarks on most of
its products.  Other significant trademarks include a white
triangular patch on the back of bib garments and the Genuine
Articler.  The Company currently has approximately 40 trademark
registrations and 6 pending trademark applications in the United
States and has trademark registrations in 94 countries outside
the U.S.  These trademarks and universal awareness of the OshKosh
B'Gosh name are significant in marketing the products.
Therefore, it is the Company's policy to vigorously defend its
trademarks against infringement under the laws of the U.S. and
other countries.  The Company is not aware of any material
infringing uses.

Seasonality

     Products are designed and marketed primarily for three
principal selling seasons:

                           PRIMARY
RETAIL SALES SEASON        BOOKING PERIOD         SHIPPING PERIOD
Spring/Summer             August-September        January-April
Fall/Back-to-School       January-February        May-August
Winter/Holiday            April-May               September-December

     The Company's business is increasingly seasonal, with
highest sales and income in the third quarter which is the
Company's peak wholesale shipping period and a major retail
selling season at its retail stores.  The Company's second
quarter sales and income are the lowest because of both
relatively low domestic wholesale unit shipments and relatively
modest retail store sales during this period.  The Company
anticipates this seasonality trend to continue to impact 1998
quarterly sales and income.

Working Capital

     Working capital needs are affected primarily by inventory
levels, outstanding accounts receivable and trade payables.  The
Company maintains a credit agreement with a number of banks which
provides a $60 million revolving credit facility and a $40
million revocable demand line of credit for cash borrowings,
issuance of commercial paper and letters of credit.  The
agreement expires in June, 2000.  There were no outstanding
borrowings against these credit arrangements at December 31,
1997.  Letters of credit of approximately $28 million were
outstanding at December 31, 1997.

     Inventory levels are affected by order backlog and
anticipated sales.  Accounts receivable are affected by payment
terms offered.  It is general practice in the apparel industry to
offer payment terms of ten to sixty days from date of shipment.
The Company offers net 30 days terms only.

     The Company believes that its working capital requirements
and financing resources are comparable with those of other major,
financially sound apparel companies.

Backlog

     The dollar amount of backlog of orders believed to be firm
as of the end of the Company's fiscal year and as of the
preceding fiscal year end is not material for an understanding of
the business of the Company taken as a whole.

Competitive Conditions

     The apparel industry is highly competitive and consists of a
number of domestic and foreign companies.  Some competitors have
assets and sales greater than those of the Company.  In addition,
the Company competes with a number of firms that produce and
distribute only a limited number of products similar to those
sold by the Company or sell only in certain geographic areas
being supplied by the Company.

     A characteristic of the apparel industry is the requirement
that a marketer recognize fashion trends and adequately provide
products to meet such trends.  Competition within the apparel
industry is generally in terms of quality, price, service, style
and, with respect to branded product lines, consumer recognition
and to a lesser extent on the basis of service and price.  The
Company is focusing attention on the issues of price and service
and has taken and will continue to take steps to reduce costs,
become more competitive in the eyes of value conscious consumers
and deliver the service expected by its customers.

     The Company's share of the overall children's wear market is
quite small.  This is due to the diverse structure of the market
where there is no truly dominant producer of children's garments
across all size ranges and garment types.  The Company believes
that in its primary channel of distribution, department and
specialty stores, it holds the largest share of the branded
children's wear market.

Environmental Matters

     The Company's compliance with Federal, State, and local
environmental laws and regulations had no material effect upon
its capital expenditures, earnings, or competitive position.  The
Company does not anticipate any material capital expenditures for
environmental control in either the current or succeeding fiscal
years.

Employees

     At December 31, 1997, the Company employed approximately
4,000 persons.  Approximately 22% of the Company's personnel are
covered by collective bargaining agreements with the United
Garment Workers of America.

ITEM 2.  PROPERTIES

                         Approximate
                         Floor Area in
Location                 Square Feet         Principal Use
Albany, KY                 20,000            Manufacturing
Byrdstown, TN              32,000            Manufacturing
Celina, TN                 38,250            Vacant
Celina, TN                 90,000            Laundering/Pressing
Dallas, TX (1)              1,995            Sales Offices/Showroom
Gainesboro, TN             61,000            Manufacturing
Jamestown, TN              43,000            Manufacturing
Liberty, KY               218,000            Manufacturing/Warehousing
Liberty, KY (2)            32,000            Sub-leased to Outside Party
New York City, NY (3)      18,255            Sales Offices/Showroom
Oshkosh, WI                99,000            Exec. & Operating Offices
Oshkosh, WI                88,000            Leased to Outside Party
Oshkosh, WI               128,000            Distribution/Warehousing
Red Boiling Springs, TN    41,000            Leased to Outside Party
White House, TN           284,000            Distribution/Warehousing

All properties are owned by the Registrant with the exception of:

(1) Lease expiration date--1998, (2) Lease expiration date--1999,
(3) Lease expiration date--2007.

     The Company believes that its properties are well maintained
and its manufacturing equipment is in good operating condition
and adequate for current production.  The Company determined that
it no longer required the manufacturing capacity of its plants in
Celina TN, Columbia KY, Oshkosh WI and Red Boiling Springs TN.
These facilities were closed in 1996 or early 1997.  In 1996, the
carrying value of  these facilities was written down to their net
realizable value.  In 1997, the Columbia, KY facility and a
portion of the Celina, TN facility were sold to outside parties.

     During 1996, the Company experienced increasing difficulties
in selling its idle manufacturing facilities and equipment,
necessitating that the Company reevaluate the fair market value
of its remaining manufacturing property and equipment.  The
Company recorded significant special charges during the fourth
quarter of 1996 related to the impairment of assets.  All
impacted manufacturing assets being used in production have been
written down to management's estimate of fair value. See Item 7,
" Management's Discussion and Analysis of Results of Operations
and Financial Conditions" and "Special Charges" in the Notes to
the Consolidated Financial Statements included in Item 8.

     Substantially all of the Company's retail stores occupy
leased premises, with lease terms generally in the range of 5 - 7
years.  During 1996, the Company reached agreements concerning
the termination of substantially all Genuine Kids retail store
leases.  Costs incurred to settle the remaining lease obligations
were included in the special charges recorded by the Company in
1996.  For further information regarding the terms of the leases
and rental payments thereunder, refer to "Leases"  in the Notes
to the Consolidated Financial Statements included in Item 8 of
this filing.

ITEM 3.  LEGAL PROCEEDINGS

     The Company and its subsidiaries are not parties to any
material pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

                   Quarterly Common Stock Data


                               1997                       1996
                                      Dividends                  Dividends
                       High     Low   per share    High    Low   per share
Class A Common Stock
1st                   $17-1/8 $13-3/4 $ 0.07      $17-1/2 $14-1/8 $0.07
2nd                    21-3/4  15-1/2   0.07       18-1/4  14-1/8  0.07
3rd                    28-1/8  21-1/8   0.07       18-1/4  15-1/2  0.07
4th                    35-9/16 26-3/4   0.07       17      14      0.07

Class B Common Stock
1st                   $19-1/2 $19-1/8  $0.06      $19-1/2 $18-1/2 $0.06
2nd                    19-1/8  19-1/8   0.06       19-3/8  18-3/4  0.06
3rd                      ---     ---    0.06       19-1/4  18-3/4  0.06
4th                      ---     ---    0.06       19      18-7/8  0.06

The Company's Class A common stock trades on the Over-The-Counter
market and is quoted on NASDAQ under the symbol GOSHA.  The table
reflects the "last" price quotation on the NASDAQ National Market
System and does not reflect mark-ups, mark-downs, or commissions
and may not represent actual transactions.  Prior to June 30,
1997, the Company's Class B common stock traded on the Over-The-
Counter market and was quoted on NASDAQ under the symbol GOSHB.

As of February 10, 1998, there were 1,322 Class A common stock
shareholders of record and 157 Class B common stock shareholders
of record.

ITEM 6. SELECTED FINANCIAL DATA


                      Financial Highlights
        (Dollars in thousands, except per share amounts)


                                 Year ended December 31,
                         1997     1996      1995      1994     1993
Financial results
 Net sales            $395,196  $444,766 $432,266  $363,363 $340,186
 Net income             22,558     1,119   10,947     7,039    4,523
 Return on sales          5.7%      0.3%     2.5%      1.9%     1.3%
Financial condition
 Working capital      $ 82,762  $104,641 $ 95,414  $101,946 $111,794
 Total assets          174,788  196,033   208,579   217,211  229,131
 Shareholders' equity  113,157  138,077   150,078   158,814  171,998
Data per common share
 Net income
  Basic               $   2.05  $   .09  $    .85  $    .50 $    .31
  Diluted                 2.03      .09       .85       .50      .31
 Cash dividends
 declared
  Class A                  .28      .28       .28       .3775    .5125
  Class B                  .24      .24       .24       .33      .45
 Shareholders' equity    11.48    11.72     12.05     11.76    11.79

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION

Results of Operations

The following table sets forth, for the periods indicated,
selected Company income statement data expressed as a percentage
of net sales.

                                           As a Percentage of Net Sales
                                                for the Years Ended
                                                    December 31,
                                                 1997   1996  1995

Net sales                                       100.0% 100.0% 100.0%
Cost of products sold                            63.5%  67.6%  68.2%
Gross profit                                     36.5%  32.4%  31.8%
Selling, general and administrative expenses     29.2%  27.4%  27.9%
Special charges                                    --    7.4%   0.6%
Royalty income, net                              (2.0%) (1.4%) (1.3%)
Operating income (loss)                           9.3%  (1.0%)  4.6%
Other income--net                                 0.3%   0.1%   0.1%
Income (loss) before income taxes                 9.6%  (0.9%)  4.7%
Income taxes (benefit)                            3.9%  (1.2%)  2.2%
Net income                                        5.7%   0.3%   2.5%

1997 Compared to 1996

Net Sales

Net sales in 1997 were $395.2 million, a $49.6 million (11.2%)
decrease as compared to 1996 net sales of $444.8 million.  A
summary of the Company's net sales for the years ended December
31, 1997 and 1996 follows:

                                   Net Sales
                                 (in millions)
                        Domestic
                  Wholesale  Retail  International  Other    Total


1997               $214.1    $173.9    $    7.2       --    $395.2
1996                257.1     160.5        24.5       2.7    444.8
Increase decrease)  (43.0)     13.4       (17.3)     (2.7)   (49.6)

Percent increase
(decrease)          (16.7%)     8.3%      (70.6%)     --     (11.2%)

The Company's 1997 domestic wholesale unit shipments were down
approximately 19.2% from 1996.  This decrease in unit shipments
for 1997 resulted primarily from a combination of the Company's
strategic decision to reduce distribution and a significant
reduction in unit shipments of close-out merchandise.  Shipments
of first quality garments during 1997 were down approximately
14.7% as compared to 1996.

The Company's retail sales for the years ended December 31, 1997
and 1996 are summarized as follows:
                              Retail Net Sales Summary
                                   (in millions)

                        OshKosh     Genuine Kids     Total
                        Stores         Stores

1997                  $ 173.9       $    --        $  173.9
1996                    126.6           33.9          160.5
Increase (decrease)      47.3          (33.9)          13.4

Percent increase         37.4%           --             8.3%
Comparable store
sales increase           24.5%           --

The Company's 1997 increased retail sales at its OshKosh B'Gosh
stores resulted from both the conversion and combination of a
total of 22 Genuine Kids stores in early January 1997, as well as
comparable store sales gains.  The 24.5% comparable store sales
gain reported in 1997 reflected both an increase in sales of
OshKosh B'Gosh branded products, along with the introduction of
an expanded retail product line to include bigger sizes under the
labels Genuine Girl (girls sizes 7-16) and Genuine Blues (boys
sizes 8-16).  Net sales of Genuine labeled products were
approximately $22.1 million during 1997, representing
approximately 12.7% of total Company retail sales at Company
operated stores.

During 1997, the Company opened 10 OshKosh B'Gosh stores,
converted 15 Genuine Kids stores to OshKosh stores, combined 7
Genuine Kids stores into an existing OshKosh store (the Genuine
Kids store was immediately adjacent to the OshKosh store), closed
6 OshKosh stores and closed the remaining 36 Genuine Kids stores
(all Genuine Kids stores were closed in early January).  At
December 31, 1997, the Company operated 119 domestic OshKosh
retail stores, including 111 outlet stores and 8 showcase stores.

Gross Profit

The Company's gross profit margin as a percent of net sales
increased to 36.5% in 1997 compared with 32.4% in 1996.  This
gross profit margin improvement was due to continued
implementation and execution of the Company's sourcing strategy,
improved operating efficiencies at the Company's five remaining
domestic sewing facilities, a substantial reduction in the sale
of close-out merchandise during 1997, and the impact of the
Company's increased retail sales at higher gross margins as
compared to the wholesale business.  During 1997, approximately
47% of units sourced were in the Company's domestic facilities as
compared to 65% in 1996.

Selling, General & Administrative Expenses (S,G&A)

The Company's S,G&A expenses for 1997 of $115.4 million were $6.7
million less than 1996 S,G&A expenses of $122.1 million
(excluding special charges).  This decrease was directly
attributable to the discontinuance of the Company's direct
operations in Europe, elimination of the Genuine Kids retail
store chain, and decreased volume in the Company's wholesale
business.  As a percent of net sales, S,G&A expenses were 29.2%
in 1997 as compared to 27.4% in 1996 (excluding special charges).
The primary reasons for the increased S,G&A expenses as a percent
of net sales were the decrease in 1997 net sales without a
proportionate decrease in the fixed element of the Company's
S,G&A cost structure, combined with the impact of the Company's
increased retail volume and related higher S,G&A costs as
compared to the wholesale business.

Special Charges

During 1996, the Company recorded special charges related to the
discontinuance of the Genuine Kids retail store chain and
European subsidiaries, the closing of three domestic sewing
facilities, and the write-down of the Company's remaining
manufacturing facilities and related assets to management's
estimate of fair value.  During 1997, the Company continued to
execute its plan to eliminate underperforming elements of the
Company's business and to adjust its domestic manufacturing
capacity to improve manufacturing efficiency.  The Company has
completed substantially all strategic changes related to the
special charges, and is not currently anticipating any increase
in the amount of special charges recorded during 1996.

In total, cash outlays of approximately $7.2 million related to
these 1996 special charges were more than offset by the cash
generated from the corresponding income tax benefit and asset
sales. No additional material cash outlays are anticipated
related to the 1996 special charges.

Royalty Income

The Company licenses the use of its trade name to selected
licensees in the U.S. and in foreign countries.  The Company's
net royalty income was $7.9 million in 1997, a $1.8 million
increase over 1996 net royalty income of $6.1 million.  Royalty
income from domestic licensees was approximately $2.6 million in
1997 as compared to $2.8 million in 1996.  Royalty income from
foreign licensees was approximately $5.3 million in 1997 as
compared to $3.3 million in 1996.  The Company's 1997 increase in
royalty income related to foreign licensees was due primarily to
the Company's conversion of its European business to a licensee,
along with growth in other foreign markets.

Operating Income

The Company's 1997 operating income of $36.9 million compares to
a 1996 operating loss of $4.6 million.  Excluding the impact of
the special charges recorded in 1996, the Company's operating
income was $28.3 million in 1996.

Other Income--Net

The Company's 1997 interest expense decreased to $0.3 million as
compared to $1.1 million in 1996.  Interest income increased to
$1.8 million in 1997 as compared to $1.3 million in 1996.  The
decrease in interest expense and increase in interest income both
relate to the significantly higher level of cash and short-term
investments carried by the Company throughout the first ten
months of 1997 as compared to 1996.

Income Taxes

The Company's 1997 effective tax rate was approximately 41%.  For
1996, the Company recorded a $5.2 million income tax benefit,
which included an approximate $4.5 million income tax benefit
resulting from the recognition of previously unrecorded U.S. tax
benefits related to the discontinuance of the Company's European
subsidiaries.  The remaining 1996 tax benefit related to the
Company's net loss from operations.

Net Income

Net income for the year ended December 31, 1997 of $22.6 million
was a $21.5 million increase over net income for the year ended
December 31, 1996 of $1.1 million.  Excluding the special charges
recorded by the Company in 1996, the Company's 1997 net income
increase was $6.3 million (38.7%) over 1996.  1997 diluted
earnings per share of $2.03 compares to $.09 per share in 1996.

1996 Compared to 1995

Net Sales

Net sales in 1996 were $444.8 million, an increase of $12.5
million (2.9%) over 1995 net sales of $432.3 million.  The
Company's 1996 domestic wholesale business of approximately
$250.5 million was 1.8% less than 1995 sales of approximately
$255 million.  Shipments for 1996 were up 1.9% over 1995 unit
shipments.  The decrease in dollar sales in 1996 was due
primarily to lower fall back-to-school (shipped primarily during
the Company's third quarter) and holiday (shipped during the
Company's third and fourth quarters) season order bookings,
combined with higher than anticipated order cancellations.  Order
cancellations during the second half of 1996 resulted from a
combination of relatively weak retail "sell-thrus" at the
Company's retail customers (which occurred during the first half
of 1996), along with the implementation of the Company's
strategic direction to limit wholesale distribution.  Actual unit
shipments during 1996 were slightly higher than in 1995 due to
higher shipments of close-out merchandise at significantly lower
prices.

The Company experienced a 29.8% increase in retail sales at its
OshKosh B'Gosh branded stores in 1996 over 1995 amounts due to a
combination of new store openings, conversion of and combination
with certain Genuine Kids stores into OshKosh stores, as well as
a 13.1% increase in comparable store sales.

During 1996, the Company opened 15 OshKosh B'Gosh stores,
converted 4 Genuine Kids stores to OshKosh stores, combined 1
Genuine Kids store into an OshKosh store (the Genuine Kids store
was immediately adjacent to the OshKosh store), and closed 29
Genuine Kids stores.  At December 31, 1996, the Company operated
100 domestic OshKosh retail stores, including 95 outlet stores
and 5 showcase stores.  At December 31, 1996, the Company was
also operating 58 Genuine Kids stores.

Gross Profit

The Company's gross profit margin as a percent of net sales
increased to 32.4% in 1996 compared with 31.8% in 1995.  This
gross profit margin improvement was due to the impact of the
Company's increased retail sales at higher gross margins relative
to its domestic wholesale business, offset in part by lower
domestic wholesale business gross profit margins.  The Company's
gross profit margins for its domestic wholesale business during
1996 were adversely affected by a much higher sales level of
close-out merchandise.

Selling, General & Administrative Expenses

Selling, general and administrative expenses (excluding special
charges) for 1996 increased $1.5 million over 1995.  As a percent
of net sales, these costs decreased to 27.4% as compared to 27.9%
in 1995 due to increased sales.  The increase in selling, general
and administrative expenses in dollars relates primarily to
continued expansion of the Company's retail operations, offset in
part by the discontinuance of the Company's catalog business in
late 1995.

Special Charges

During the second quarter of 1996, the Company recorded pre-tax
special charges of $20.9 million which, net of income tax
benefits, reduced net income by $8 million ($.65 per share).  The
special charges related to the discontinuance of the Company's
Genuine Kids retail store chain, the wind-down of the Company's
European subsidiaries and transfer of the European business to a
licensee, and the closing of the Red Boiling Springs and Celina,
Tennessee sewing facilities. These actions eliminated the under
performing Genuine Kids and European components of the Company's
business.  The plant closings are a part of the Company's on-
going review of its manufacturing capacity, operational
effectiveness, and alternative sourcing opportunities.

During the second half of 1996, the Company began to execute its
plan to discontinue the Company's Genuine Kids retail store
chain, wind-down the Company's European subsidiaries and transfer
the European business to a licensee, and close its manufacturing
facilities in Red Boiling Springs and Celina, Tennessee.
Severance and related benefits for approximately 1,100 affected
employees total approximately $3.9 million.

The second quarter 1996 special charges included approximately
$6.9 million related to other exit costs, including estimated
lease settlements and anticipated costs to dispose of certain
operating assets as part of the exit plan, and $2.0 million
related to anticipated losses on inventory disposals. The second
quarter 1996 special charges also included approximately $8.1
million related to impaired assets, recognized in accordance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and Long-Lived Assets to be Disposed Of."  The Company's decision
to implement the aforementioned changes resulted in unamortized
retail leasehold improvements and excess manufacturing space in
Tennessee.  All assets held for sale but not disposed of were
written down to management's estimate of fair value as part of
the special charges.

The wind-down of the European entities permitted the recognition
of certain U.S. tax deductions previously unrecognized, resulting
in an approximate $4.5 million income tax benefit.  This income
tax benefit, along with the $8.4 million income tax credit
resulting from the special charges, reduced the net impact on
Company earnings by $12.9 million.

During the second half of 1996, the Company experienced
increasing difficulties in selling its idle manufacturing
facilities and equipment.  In addition, in October 1996 a long-
standing customer contract for apparel finishing services was not
renewed, creating significant excess capacity in the Company's
garment finishing facility.  These events along with related
adverse changes in the economic environment affecting U.S.
apparel manufacturers necessitated that the Company reevaluate
the fair market value of its remaining manufacturing property and
equipment in the fourth quarter of 1996.

As a result of this analysis, and a decision to close the
Company's Columbia, Kentucky sewing facility, the Company
recorded pre-tax special charges of $12 million in the fourth
quarter which, net of income tax benefits, reduced net income by
$7.2 million ($.58 per share).  The special charge included asset
impairments of approximately $9.5 million and severance and
related benefits for approximately 500 manufacturing employees
totaling approximately $2.5 million.  All impacted manufacturing
assets being used in production were written down to management's
estimate of fair value as part of this special charge.

During the third quarter of 1995, the Company recorded a pre-tax
charge for plant closings of $2.7 million.  This plant closing
charge (net of income tax benefit) reduced net income by $1.6
million ($.13 per share) in 1995.  The $2.7 million pre-tax
charge for plant closings included approximately $1.9 million of
severance and related costs pertaining to work force reductions
as well as $0.8 million for facility closings and the write-down
of related assets.

These plant closings were completed in early 1996, with no
material changes in cost to fully effect these actions.  The
Company's cash expenditures (net of income tax benefit) to carry
out these plant closings were approximately $1 million.

Royalty Income

The Company licenses the use of its trade name to selected
licensees in the U.S. and in foreign countries.  The Company's
net royalty income was $6.1 million in 1996, a $0.4 million
increase over 1995 net royalty income of $5.7 million.  Royalty
income from domestic licensees was approximately $2.8 million in
both 1996 and 1995.  Royalty income from foreign licensees was
approximately $3.3 million in 1996 as compared to $2.9 million in
1995.

Operating Income

The Company's 1996 operating loss of $4.6 million was $24.5
million lower than 1995 operating income.  Excluding the impact
of the special charges recorded in 1996 and 1995, the Company's
operating income increased to $28.3 million as compared to $22.6
million in 1995.

Income Taxes

The Company recorded a $5.2 million income tax benefit during
1996, which includes an approximate $4.5 million income tax
benefit resulting from the recognition of previously unrecorded
U.S. tax benefits related to the discontinuance of the Company's
European subsidiaries.  The remaining 1996 tax benefit relates to
the Company's net loss from operations during 1996.  The
Company's effective tax rate for 1995 was 45.8%.  This relatively
high effective tax rate resulted primarily from the Company's
foreign operating losses (principally in Europe) which provided
no tax benefit.

Seasonality of Business

The Company's business is increasingly seasonal, with highest
sales and income in the third quarter, which is the Company's
peak wholesale shipping period and a major retail selling season
at its retail outlet stores.  The Company's second quarter sales
and income are the lowest both because of relatively low domestic
wholesale unit shipments and relatively modest retail outlet
store sales during this period.  The Company anticipates this
seasonality trend to continue to impact 1998 quarterly sales and
income.

Change in Fiscal Year

Effective January 1, 1998, the Company has changed its fiscal
year to a 52/53 week period ending on the Saturday closest to
December 31.  Accordingly, for 1998 the quarter end dates will be
April 4, July 4, October 3 and January 2, 1999.  The Company does
not currently anticipate that this change will have any material
impact on the comparability of its quarterly and full year
earnings in 1998 as compared to 1997.

Year 2000 Considerations

The Company is undertaking actions to determine that its computer
related systems are capable of processing periods for the year
2000 and beyond.  The Company has assessed and continues to
assess the impact of Year 2000 considerations on its operations.
To date, the Company has determined that costs related to
programming and related changes will not have a material impact
on its ongoing results of operations.  The Company is also in the
process of assessing the impact of its vendors' and customers'
compliance to Year 2000 issues and the potential impact on the
Company's ongoing results of operation.

Financial Position, Capital Resources and Liquidity

The Company's financial position remains strong, as demonstrated
by its balance sheet.  The Company had no outstanding long-term
debt at December 31, 1997 or 1996.  At December 31, 1997, the
Company's cash, cash equivalents and short-term investments were
$22.5 million, compared to $41.2 million at the end of 1996.
This reduction is attributable to the Company's stock
repurchases, offset in part by cash generated from operations
combined with modest capital expenditures and proceeds from the
disposal of assets.  Net working capital at the end of 1997 was
$82.8 million compared to $104.6 million at December 31, 1996,
and $95.4 million at 1995 year end.  Cash provided by operations
amounted to approximately $35.9 million in 1997, compared to
$55.6 million in 1996 and $19.5 million in 1995.

Accounts receivable at December 31, 1997 were $23.3 million
compared to $20.5 million at December 31, 1996.  This increase is
primarily attributable to increased wholesale shipments in
December 1997 as compared to December 1996.  Inventories at
December 31, 1997 were $68.2 million, compared to $66.8 million
at the end of 1996.  Management believes that year end 1997
inventory levels are generally appropriate for anticipated 1998
business activities.  Capital expenditures were $6.6 million in
1997, compared with $7.3 million in 1996 and $9.7 million in
1995.

In August, 1997 the Company purchased approximately 1,657,000
shares of its Class A common stock and approximately 42,000
shares of its Class B common stock under the terms of its Dutch
auction tender offer for approximately $37.7 million.  Under the
terms of the Dutch auction tender offer, all shares were
purchased at $22 per share.

On August 25, 1997, the Company's Board of Directors authorized
an additional 500,000 share repurchase program of the Company's
Class A common stock.  Through December 31, 1997, the Company
repurchased 141,500 shares of its Class A common stock under this
program for approximately $4.6 million.

The Company has a credit agreement with participating banks.
This arrangement provides a $60 million revolving credit facility
and a $40 million revocable demand line of credit for cash
borrowings, issuance of commercial paper and letters of credit.
The agreement expires in June, 2000.  The Company believes that
these credit facilities, along with cash generated from
operations, will be sufficient to finance the Company's seasonal
working capital needs as well as its capital expenditures,
remaining special charges, and business development needs.

Dividends on the Company's Class A and Class B common stock
totaled $.28 per share and $.24 per share, respectively, in 1997
and 1996.

Inflation

The effects of inflation on the Company's operating results and
financial condition were not significant.

Outlook

The information contained in this outlook section is based on
current assumptions and expectations.  This information is
forward-looking and as such, is subject to certain risks and
uncertainties.  Actual results may differ materially.

The Company's 1996 comprehensive strategic planning initiative
identified, among other things, that the Company's children's
wear products had become widely distributed in the United States.
Management then reached a strategic decision to shrink
distribution over a two year period and continues to complete the
process of reducing its distribution.  As a result, the Company
anticipates a slight reduction in its wholesale business for the
first quarter of 1998.  Preliminary order bookings for the
Company's fall back-to-school season indicate that the Company's
wholesale unit shipments for the third quarter of 1998 are
estimated to be up approximately 4% over the third quarter of
1997.  Actual unit shipments during these periods are contingent
on a number of factors, including the Company's ability to
manufacture or source products in a time frame which permits on-
time shipments, the financial strength of the retail industry,
the level of consumer spending for apparel, particularly in the
children's wear segment, as well as overall consumer acceptance
of the Company's product styling.

Current Company plans for 1998 call for the addition of
approximately 8 new OshKosh B'Gosh retail stores.  For 1998, the
Company currently anticipates comparable store sales gains in the
middle single digit range.

The Company's gross profit margin is impacted by a number of
factors, including product mix, the competitive pricing
environment within the children's wear segment of the apparel
industry, unit volume of products "closed out" at significantly
reduced prices, and the Company's ability to successfully move
labor intensive segments of the manufacturing process offshore.
The Company currently anticipates continued modest improvement in
its gross profit margin during 1998 as compared to 1997.

The Company licenses the use of its trade name to selected
licensees in the U.S. and in foreign countries.  The Company
currently anticipates an increase in its net royalty income from
licensees of approximately 15%.

The Company currently expects its effective tax rate to be
approximately 40% for 1998.  This estimate is based on current
tax law and is subject to change.

Capital expenditures for 1998 are currently budgeted at
approximately $13.0 million, including an approximate $8.0
million related to an upgrade of the Company's distribution
systems and White House, Tennessee distribution facilities.
Depreciation and amortization expense is currently estimated to
be approximately $9.0 million.

The Company's future results of operations and the other forward-
looking statements contained in this outlook section involve a
number of risks and uncertainties.  In addition to the factors
discussed above, other factors could cause actual results to
differ materially. Such factors include, but are not limited to,
business conditions and the general economy, competitive factors,
risk of non-payment of accounts receivable, failure of Company
suppliers to timely deliver needed raw materials, as well as
risks associated with foreign operations.  In addition, the
inability to ship Company products within agreed time frames due
to unanticipated manufacturing delays or the failure of Company
contractors to deliver products within scheduled time frames, are
risk factors in ongoing business.  As a part of the Company's
product sourcing strategy, it routinely contracts for apparel
products produced by contractors in Asia.  If the current
financial and related difficulties were to adversely impact the
Company's contractors in the Asia region, it could disrupt the
supply of products contracted for by the Company.

The forward-looking statements included herein are only made as
of the date of this report.  The Company undertakes no obligation
to publicly update such forward-looking statements to reflect
subsequent events or circumstances.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                     Page
Financial Statements:
Report of Independent Auditors                                        28
Consolidated Balance Sheets - December 31, 1997 and 1996              29
Consolidated Statements of Income - years ended December 31,
     1997, 1996 and 1995                                              30
Consolidated Statements of Changes in Shareholders' Equity -
     years ended December 31, 1997, 1996 and 1995                     31
Consolidated Statements of Cash Flows - years ended December 31,
     1997, 1996 and 1995                                              32
Notes to Consolidated Financial Statements                            33


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors
OshKosh B'Gosh, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of
OshKosh B'Gosh, Inc. and Subsidiaries (the Company) as of
December 31, 1997 and 1996, and the related consolidated
statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended December
31, 1997.  Our audits also included the financial statement
schedule listed in the Index at Item 14(a).  These financial
statements and schedule are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overal financial statement presentation.  We believe that our
audits provide a reasonable basis of our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of the Company at December 31, 1997 and 1996,
and the consolidated results of  its operations and its cash
flows for each of the three years in the period ended December
31, 1997, in conformity with generally accepted accounting
principles.  Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

                              ERNST & YOUNG LLP

Milwaukee, Wisconsin
January 30, 1998


              OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                 Consolidated Balance Sheets
 (Dollars in thousands, except share and per share amounts)


                                                     December 31,
                                                   1997       1996
ASSETS
Current assets
  Cash and cash equivalents                      $ 13,779   $ 31,201
  Short-term investments                            8,700     10,040
  Accounts receivable, less allowances of
   $4,225 in 1997 and $5,474 in 1996               23,278     20,504
  Inventories                                      68,226     66,799
  Prepaid expenses and other current assets         1,265      1,890
  Deferred income taxes                            15,800     18,500
Total current assets                              131,048    148,934
Property, plant and equipment, net                 32,955     41,782
Deferred income taxes                               5,500      3,400
Other assets                                        5,285      1,917

Total assets                                     $174,788   $196,033

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                               $ 10,273   $  5,408
  Accrued liabilities                              38,013     38,885
Total current liabilities                          48,286     44,293
Employee benefit plan liabilities                  13,345     13,663
Commitments                                           --         --
Shareholders' equity
 Preferred stock, par value $.01 per share:
    Authorized -- 1,000,000 shares;
    Issued and outstanding -- None                    --         --
 Common stock, par value $.01 per share:
    Class A, authorized -- 30,000,000 shares;
     Issued and outstanding -- 8,672,903 shares
      in 1997, 10,525,571 shares in 1996               87        105
    Class B, authorized -- 3,750,000 shares;
     Issued and outstanding -- 1,182,282 shares
      in 1997, 1,260,704 shares in 1996                12         13
  Retained earnings                               113,058    137,349
  Cumulative foreign currency
  ranslation adjustments                              --         610
Total shareholders' equity                        113,157    138,077

Total liabilities and shareholders' equity       $174,788   $196,033

See notes to consolidated financial statements.

            OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

              Consolidated Statements of Income
      (Dollars in thousands, except per share amounts)

                                        Year ended December 31,
                                       1997      1996       1995

Net sales                            $395,196  $444,766   $432,266
Cost of products sold                 250,815   300,495    294,770
Gross profit                          144,381   144,271    137,496
Selling, general and administrative
 expenses                             115,439   122,055    120,589
Special charges and plant closings         --    32,900      2,700
Royalty income, net                    (7,945)   (6,100)    (5,737)

Operating income (loss)                36,887    (4,584)    19,944

Other income (expense):
  Interest expense                       (305)   (1,088)    (1,772)
  Interest income                       1,797     1,326      1,383
  Miscellaneous                          (192)      249        633

Other income - net                      1,300       487        244

Income (loss) before income taxes      38,187    (4,097)    20,188

Income taxes (benefit)                 15,629    (5,216)     9,241

Net income                           $ 22,558   $ 1,119   $ 10,947

Net income per common share
  Basic                              $   2.05   $   .09   $    .85
  Diluted                                2.03       .09        .85

See notes to consolidated financial statements.
<TABLE>
              OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

   Consolidated Statements of Changes in Shareholders' Equity
   (Dollars and shares in thousands, except per share amounts)

<CAPTION>
                                                                                  Cumulative
                                                                                   Foreign
                                        Common Stock        Additional             Currency
                                 Class A         Class B      Paid-In   Retained  Translation
                              Shares  Amount  Shares  Amount  Capital   Earnings  Adjustments
<S>                           <C>      <C>    <C>       <C>  <C>        <C>        <C>
Balance-December 31,  1994     12,234   $122   1,268     $13    $   --   $158,933    $(254)

  Net income                       --     --      --      --        --     10,947       --
  Dividends
    - Class A ($.28 per share)     --     --      --      --        --     (3,260)      --        )
    - Class B ($.24 per share)     --     --      --      --        --       (304)      --
  Foreign currency translation
   adjustments                     --     --      --      --        --         --      487
  Conversions of common shares      2     --      (2)     --        --         --       --
  Repurchase of common shares,
    net                        (1,046)   (10)     --      --        --    (16,596)      --

Balance-December 31, 1995      11,190    112   1,266      13        --    149,720      233

  Net income                       --     --      --      --        --      1,119       --
  Dividends
    - Class A ($.28 per share)     --     --      --      --        --     (3,091)      --
    - Class B ($.24 per share)     --     --      --      --        --       (303)      --
  Foreign currency translation
   adjustments                     --     --      --      --        --         --      377
  Conversions of common shares      5     --      (5)     --        --         --       --
  Stock options exercised           3     --      --      --        45         --       --
  Repurchase of common shares,
    net                          (673)    (7)     --      --       (45)   (10,096)      --

Balance-December 31, 1996      10,525    105   1,261      13        --    137,349      610

  Net income                       --     --      --      --        --     22,558       --
  Dividends
    - Class A ($.28 per share)     --     --      --      --        --     (2,698)      --
    - Class B ($.24 per share)     --     --      --      --        --       (293)      --
  Foreign currency translation
   adjustments                     --     --      --      --        --         --     (610)
  Conversions of common shares     37     --     (37)     --        --         --       --
  Stock options exercised           9     --      --      --       126         --       --
  Repurchase of common shares  (1,898)   (18)    (42)     (1)     (126)   (43,858)      --

Balance-December 31, 1997      $8,673  $  87   $1,182    $12     $--     $113,058    $  --
</TABLE>

See notes to consolidated financial statements



              OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

              Consolidated Statements of Cash Flows
                     (Dollars in thousands)

                                      Year Ended December 31,
                                      1997      1996       1995
Cash flows from operating activities
  Net income                        $ 22,558  $ 1,119   $ 10,947
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
     Depreciation                     12,301   10,998     10,591
     Amortization                        707      712        765
     Loss on disposal of assets          275      242         79
     Provision for deferred
      income taxes                       600  (13,200)       (59)
     Benefit plan expense, net of
      contributions                     (318)   1,827     (1,331)
     Special charges and plant
      closings                            --   32,900      2,700
     Changes in operating assets
      and liabilities:
        Accounts receivable           (2,774)   4,187       (834)
        Inventories                   (1,427)  28,944     (1,827)
        Prepaid expenses and other
         current assets                  625    1,237       (617)
        Accounts payable               4,865   (8,502)     4,474
        Accrued liabilities           (1,482)  (4,847)    (5,416)
Net cash provided by operating
 activities                           35,930   55,617     19,472

Cash flows from investing activities
  Additions to property, plant
   and equipment                      (6,602)  (7,274)    (9,728)
  Proceeds from disposal of assets     2,853    3,246      3,722
  Sale (purchase) of short-term
   investments, net                    1,340  (10,040)        --
  Changes in other assets             (4,075)     731     (1,392)
Net cash used in investing activities (6,484) (13,337)    (7,398)

Cash flows from financing activities
  Dividends paid                      (2,991)  (3,394)    (3,564)
  Repurchase of common shares, net   (43,877) (10,103)   (16,606)
Net cash used in financing
 activities                          (46,868) (13,497)   (20,170)

Net increase (decrease) in cash
 and cash equivalents                (17,422)  28,783     (8,096)
Cash and cash equivalents at
 beginning of year                    31,201    2,418     10,514
Cash and cash equivalents at end
 of year                            $ 13,779 $ 31,201    $ 2,418
Supplementary disclosures
  Cash paid for interest            $    178 $    948    $ 1,547
  Cash paid for income taxes        $ 13,565 $  5,213    $ 8,544

See notes to consolidated financial statements.


              OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements
   (Dollars in thousands, except share and per share amounts)

Note 1. Significant accounting policies

      Business - OshKosh B'Gosh, Inc. and its wholly-owned
      subsidiaries (the Company) are engaged primarily in the
      design, sourcing, and marketing of apparel to wholesale
      customers and through Company owned retail stores.

      Principles of consolidation - The consolidated financial
      statements include the accounts of all wholly-owned subsidiaries.
      All significant intercompany accounts and
      transactions have been eliminated in consolidation.

      Cash equivalents - Cash equivalents consist of highly
      liquid debt instruments such as money market accounts and
      commercial paper with original maturities of three months
      or less.  The Company's policy is to invest cash in
      conservative instruments as part of its cash management
      program and to evaluate the credit exposure of any
      investment.  Cash and cash equivalents are stated at cost,
      which approximates market value.

      Short-term investments - Short-term investments are
      classified as available-for-sale securities and are highly
      liquid debt instruments.  These securities have a put
      option feature that allows the Company to liquidate the
      investments at their discretion and are backed by a letter
      of credit from financial institutions.  These investments
      are stated at cost, which approximates market value.

      Inventories - Inventories are stated at the lower of cost
      or market.  Inventories stated on the last-in, first-out
      (LIFO) basis represent 99.8% of total 1997 and 99.0% of
      total 1996 inventories.  Remaining inventories are valued
      using the first-in, first-out (FIFO) method.

      Property, plant and equipment - Property, plant, and
      equipment are carried at cost or at management's estimate
      of fair market value if considered impaired under the
      provisions of  Statement of Financial Accounting Standards
      (SFAS) No. 121.  Depreciation and amortization for
      financial reporting purposes is calculated using the
      straight-line method based on the following useful lives:

                                           Years
       Land improvements                  10 to 15
       Buildings                          10 to 40
       Leasehold improvements              5 to 10
       Machinery and equipment             3 to 10

      Foreign currency translation - The functional currency for
      certain foreign subsidiaries was the local currency.
      Accordingly, assets and liabilities were translated at
      year end exchange rates, and income statement items were
      translated at average exchange rates prevailing during the
      year.  Such translation adjustments were recorded as a
      separate component of shareholders' equity.

      Revenue recognition - Revenue within wholesale operations
      is recognized at the time merchandise is shipped to
      customers.  Retail store revenues are recognized at the
      time of sale.

      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 amounts reported in the
      financial statements and accompanying notes.  Actual
      results could differ from those estimates.

      Advertising - Advertising costs are expensed as incurred
      and totaled $11,165, $11,448, and $12,213 in 1997, 1996,
      and 1995, respectively.

      Earnings per share - In February, 1997 the Financial
      Accounting Standards Board (FASB) issued SFAS No. 128,
      "Earnings per Share," which specifies the computation,
      presentation and disclosure requirements of earnings per
      share. All earnings per share amounts for all periods have
      been presented to conform to SFAS No. 128 disclosure
      requirements.  The numerator for the calculation of basic
      and diluted earnings per share is net income.  The
      denominator is computed as follows (in thousands):

                                               1997    1996     1995

       Denominator for basic earnings
       per share--weighted average shares    11,017  12,339   12,865
       Employee stock options (treasury
       stock method)                             75       8        4
       Denominator for diluted earnings
       per share                             11,092  12,347   12,869


      Fiscal year - In November, 1997 the Company approved a
      change in its fiscal year from a calendar year to a 52/53
      week year ending on the Saturday closest to December 31,
      beginning in 1998.

      Pending accounting standard - In June, 1997 the FASB
      issued SFAS No. 131, "Disclosures about Segments of an
      Enterprise and Related Information."  SFAS No. 131
      establishes the standards for the manner in which public
      enterprises are required to report financial and
      descriptive information about their operating segments.
      The statement defines operating segments as components of
      an enterprise for which separate financial information is
      available and evaluated regularly as a means for assessing
      segment performance and allocating resources to segments.
      A measure of profit or loss, total assets and other
      related information are required to be disclosed for each
      operating segment.  In addition, this statement requires
      the annual disclosure of information concerning revenues
      derived from the enterprise's products or services,
      countries in which it earns revenue or holds assets, and
      major customers.  SFAS No. 131 is effective for fiscal
      years beginning after December 15, 1997.  The adoption of
      SFAS No. 131 will not affect the Company's results of
      operations or financial position, but may affect the
      disclosure of segment information.

Note 2. Special charges

      During the second half of 1996, the Company experienced
      increasing difficulties in selling its idle manufacturing
      facilities and equipment.  In addition, in October 1996 a
      long standing customer contract for apparel finishing
      services was not renewed, creating significant excess
      capacity in the Company's garment finishing facility.
      These events along with related adverse changes in the
      economic environment affecting U.S. apparel manufacturers
      necessitated that the Company reevaluate the fair market
      value of its remaining manufacturing property and
      equipment in the fourth quarter of 1996.

      As a result of this analysis, and a decision to close the
      Company's Columbia, Kentucky sewing facility, the Company
      recorded pre-tax special charges of $12,000 in the fourth
      quarter of 1996 which, net of income tax benefits, reduced
      net income by $7,200 ($.58 per share).  The special charge
      included asset impairments of approximately $9,500 and
      severance and related benefits for approximately 500
      manufacturing employees totaling approximately $2,500.
      All impacted manufacturing assets being used in production
      were written down to management's estimate of fair value
      (approximately $10,900) as part of this special charge.

      During the second quarter of 1996, the Company recorded
      special charges of $20,900 which amounted to $8,000 ($.65
      per share), net of tax benefits, related to the
      discontinuance of the Company's Genuine Kids retail store
      chain, wind-down of the Company's European subsidiaries
      and transfer of the European business to a licensee, and
      the closing of its Red Boiling Springs and Celina,
      Tennessee sewing facilities.  These actions eliminate the
      underperforming Genuine Kids and European components of
      the Company's business.  The plant closings accelerated
      the Company's strategic direction to source product based
      solely on price, quality and delivery factors, which has
      resulted in more product being sourced outside of the
      United States.

      These decisions affected approximately 1,100 employees,
      including approximately 500 retail store employees
      throughout the United States, approximately 550
      manufacturing employees from the Company's plants in
      Tennessee, and approximately 50 employees from the
      Company's European subsidiaries.  This special charge
      included severance and related benefits totaling
      approximately $3,900.

      The second quarter special charges included approximately
      $6,900 related to other exit costs, including estimated
      lease settlements and anticipated costs to dispose of
      certain operating assets as part of the exit plan and
      $2,000 related to anticipated losses on inventory
      disposals.  Through December 31, 1997, approximately
      $5,500 of these other exit costs have been incurred.  The
      special charges also included approximately $8,100 related
      to impaired assets, recognized in accordance with SFAS No.
      121.  The Company's decision to implement the
      aforementioned changes resulted in unamortized retail
      leasehold improvements and excess manufacturing space in
      Tennessee.  In 1997, the Company sold or entered into
      agreements to sell its excess manufacturing space.

      The wind-down of the European entities permitted the
      recognition of certain U.S. tax deductions previously
      unrecognized, resulting in an approximate $4,500 income
      tax benefit.  This income tax benefit, along with the
      $8,400 income tax credit resulting from the special
      charges, reduced the net impact on Company earnings in
      1996 by $12,900.

      The Company has completed substantially all of the
      strategic changes related to these special charges,
      and is not currently anticipating any increase in
      the amount of special charges recorded in 1996.

      In total, all 1996 special charges cash outlays of $7,200
      were more than offset by the cash generated from the
      income tax benefit and asset sales.  No additional
      material cash outlays are anticipated related to the 1996
      special charges.

      During the third quarter of 1995, the Company recorded a
      pre-tax charge for plant closings of $2,700.  This plant
      closing charge (net of income tax benefit) reduced net
      income by $1,600 ($.13 per share) in 1995.  As a part of
      the Company's ongoing review of its manufacturing
      capacity, operational effectiveness, and alternative
      sourcing opportunities, the Company decided to close its
      Hermitage Springs and McEwen, Tennessee facilities and
      downsize its Oshkosh, Wisconsin sewing facility.  The
      $2,700 pre-tax charge for plant closings included
      approximately $1,900 of severance and related costs
      pertaining to workforce reductions as well as $800 for
      facility closings and the write-down of the related
      assets.

      These plant closings were completed in early 1996, with no
      material changes in previously estimated costs to fully
      effect these plant closings.  The Company's cash
      expenditures (net of income tax benefit) to carry out
      these plant closings were approximately $1,000.  The
      remaining reserve at December 31, 1997 of approximately
      $500 is expected to be settled in cash.

      These special charges and plant closings are based on
      management's best estimates of costs related to these
      decisions.  The actual costs the Company will ultimately
      incur are dependent on certain risks and uncertainties and
      could differ from the amounts used to record the estimated
      effect of these decisions.

Note 3.    Inventories

          A summary of inventories follows:


                              December 31,
                             1997     1996

       Finished goods      $49,400   $51,584
       Work in process      14,782    10,698
       Raw materials         4,044     4,517
       Total               $68,226   $66,799

      The replacement cost of inventory exceeds the above LIFO
      costs by $14,138 and $15,100 at December 31, 1997 and
      1996, respectively.

      Partial liquidation of certain LIFO layers in 1997 and
      1996 increased net income by approximately $577 and $660,
      respectively.

Note 4.  Property, plant and equipment

        A summary of property, plant and equipment follows:

                                              December 31,
                                               1997     1996
        Land and improvements                $ 3,677  $ 3,910
        Buildings                             15,035   17,999
        Leasehold improvements                14,036   15,231
        Machinery and equipment               27,630   30,607
        Construction in progress               1,814       --
        Total                                 62,192   67,747
        Less: accumulated depreciation and
        amortization                          29,237   25,965
        Property, plant and equipment, net   $32,955  $41,782

Note 5. Lines of credit

      The Company maintains an unsecured credit agreement with
      a number of banks which provides a $60,000 revolving
      credit facility and a $40,000 revocable demand line of
      credit for cash borrowings, issuance of commercial paper,
      and letters of credit.

      All borrowing and commercial paper issues under this
      agreement are supported by the revolving credit facility
      which expires in June, 2000.

      Under the terms of the agreement, interest rates are
      determined at the time of borrowing and are based on
      London Interbank Offered Rates plus .625% or the prime
      rate.  Commitment fees of .125% are required on the
      revolving credit facility.  The Company is required to
      maintain certain financial ratios in connection with this
      agreement.

      There were no outstanding borrowings against these credit
      arrangements at December 31, 1997.  Letters of credit of
      approximately $28,000 were outstanding at December 31,
      1997, with $72,000 of the unused credit facilities
      available for borrowing.

Note 6. Accrued liabilities

       A summary of accrued liabilities follows:


                                        December 31,
                                      1997        1996

       Compensation                $ 4,526     $ 5,063
       Workers' compensation        10,250      10,750
       Income taxes                  6,936       5,292
       Restructuring costs           7,938      10,694
       Other                         8,363       7,086
       Total                       $38,013     $38,885

Note 7. Leases

      The Company leases certain property and equipment
      including retail sales facilities and regional sales
      offices under operating leases.  Certain leases provide
      the Company with renewal options.  Leases for retail sales
      facilities provide for minimum rentals plus contingent
      rentals based on sales volume.

      Minimum future rental payments under noncancellable
      operating leases are as follows:

          Year Ending
          December 31,
           1998                            $ 11,611
           1999                              10,498
           2000                               8,339
           2001                               5,966
           2002                               4,743
          Thereafter                          8,230

          Total minimum lease payments       49,387

      Total rent expense charged to operations for all operating
      leases is as follows:


                                       Year Ended December 31,
                                      1997      1996      1995

          Minimum rentals           $15,005   $17,691   $15,760
          Contingent rentals            800       493       279
          Total rent expense        $15,805   $18,184   $16,039

Note 8. Income taxes

      Income tax expense (benefit) is comprised of the
      following:

                           Year Ended December 31,
                            1997     1996    1995
       Current:
         Federal         $12,396  $ 7,224  $ 7,440
         State and local   2,633      760    1,860
                          15,029    7,984    9,300
       Deferred              600  (13,200)     (59)

       Total             $15,629  $(5,216) $ 9,241

      Deferred tax assets and liabilities relate to temporary
      differences between the financial reporting and income tax
      basis of Company assets and liabilities, and include the
      following components:


                                               December 31,
                                             1997       1996
                                         [Assets (Liabilities)]
       Current deferred taxes
         Accounts receivable allowances  $  1,026     $ 1,552
         Inventory valuation                5,112       5,562
         Accrued liabilities                5,412       5,595
         Restructuring costs                3,670       5,188
         Other                                580         603

       Total net current deferred tax
       assets                            $ 15,800    $ 18,500

       Non-current deferred taxes
         Depreciation                    $   (115)   $ (2,583)
         Deferred employee benefits         5,259       5,438
         Trademark                            498         545
         Other                               (142)         --

       Total net non-current deferred tax
       assets                            $  5,500    $  3,400


      For financial reporting purposes, income (loss) before
      income taxes includes the following components:


                                   Year Ended December 31,
                                 1997        1996        1995
       Income (loss) before
       income taxes:
         United States        $ 37,263    $  6,308     $ 24,513
         Foreign                   924     (10,405)      (4,325)

       Total                  $ 38,187    $ (4,097)    $ 20,188

      A reconciliation of the federal statutory income tax rate
      to the effective tax rates reflected in the consolidated
      statements of income follows:


                                        Year Ended December 31,
                                         1997     1996     1995

       Federal statutory tax rate       35.0%    (35.0%)  35.0%

       Differences resulting from:
         State and local income
          taxes, net of federal
          income tax benefit             4.7      (4.6)    4.7
         Tax effect of foreign losses     --      13.6     7.5
         U.S. tax deductions related
          to European subsidiaries        --    (109.8)     --
         Other                           1.2       8.5    (1.4)
       Total                            40.9%   (127.3%)  45.8%


      As discussed in Note 2, the wind-down of the Company's
      European subsidiaries permitted the recognition of certain
      U.S. tax deductions previously unrecognized, resulting in
      a 1996 income tax benefit of approximately $4,500.

Note 9. Retirement plans

      The Company has defined contribution and defined benefit
      pension plans covering substantially all employees.
      Charges to operations by the Company for these plans
      totaled $2,950, $3,795, and $4,002 for 1997, 1996, and
      1995, respectively.

      Defined benefit pension plans - The Company sponsors
      several qualified defined benefit pension plans covering
      certain hourly and salaried employees.  In addition, the
      Company maintains a supplemental unfunded salaried pension
      plan to provide those benefits otherwise due employees
      under the salaried plan's benefit formulas, but which are
      in excess of benefits permitted by the Internal Revenue
      Service.

      The benefits provided are based primarily on years of
      service and average compensation.  The pension plans'
      assets are comprised primarily of listed securities,
      bonds, treasury securities, commingled equity and fixed
      income investment funds and cash equivalents.

      The Company's funding policy for qualified plans is to
      contribute amounts which are actuarially determined to
      provide the plans with sufficient assets to meet future
      benefit payment requirements consistent with the funding
      requirements of federal laws and regulations.

      The actuarial computations utilized the following
      assumptions:


                                             December 31,
                                        1997     1996      1995

       Discount rate                    7.0%     7.5%      7.0%
       Expected long-term rate of
       return on assets                 9.0%     8.0%      8.0%
       Rates of increase in
       compensation levels             0-4.5%   0-4.5%     0-4.5%


      Net periodic pension cost was comprised of:


                                          Year Ended December 31,
                                           1997    1996    1995

       Service cost - benefits earned
       during the period                  $1,685   $2,315  $1,923
       Interest cost on projected
       benefit obligations                 2,004    2,230   1,947
       Actual return on plan assets       (4,444)  (2,572) (4,818)
       Net amortization and deferral       2,457    1,047   3,982

       Net periodic pension cost          $1,702   $3,020  $3,034


      In conjunction with the special charges discussed in Note
      2, the Company curtailed defined benefit plans for the
      affected plants in 1996 and settled the plan obligations
      in 1997.  Curtailment and settlement costs of
      approximately $655 are included in the special charges
      originally recorded in 1996.

      The following table sets forth the funded status of the
      Company's defined benefit plans and the amount recognized
      in the Company's consolidated balance sheets.  The funded
      status of plans with assets exceeding the accumulated
      benefit obligation (ABO) is segregated by column, from
      that of plans with the ABO exceeding assets.


                                              December 31,
                                         1997             1996
                                   Assets    ABO     Assets   ABO
                                   Exceed  Exceeds   Exceed  Exceeds
                                    ABO     Assets    ABO    Assets
       Actuarial present value of
       benefit obligations:
          Vested benefits          $19,215 $ 1,247  $ 16,397 $ 4,686
          Nonvested benefits           788      --       633      86
          Total accumulated
           benefit obligation      $20,003   1,247    17,030   4,772
       Projected benefit
       obligation                  $29,096 $ 2,156  $ 25,974 $ 5,364
       Plan net assets at fair
       value                        27,864      --    22,888   3,186
       Projected benefit
       obligation in excess
        of plan net assets          (1,232) (2,156)   (3,086) (2,178)
       Unamortized transition
       asset                          (927)     --    (1,125)    (13)
       Unrecognized prior service
       cost                          2,751      80     2,336     941
       Unrecognized net (gain)
       loss                         (6,291)    185    (4,883)   (193)

       Accrued pension liability
       at December 31              $(5,699)$(1,891) $ (6,758)$(1,443)

      Defined contribution plan - The Company maintains a
      defined contribution retirement plan covering certain
      salaried employees.  Annual contributions are
      discretionary and are determined by the Company's
      Executive Committee.  Charges to operations by the Company
      for contributions under this plan totaled $828, $627, and
      $923 for 1997, 1996, and 1995, respectively.

      In 1996, the Company initiated a profit-sharing plan
      covering certain salaried and hourly employees pursuant to
      Section 401(k) of the Internal Revenue Code, whereby
      participants may contribute a percentage of compensation,
      but not in excess of the maximum allowed under the Code.
      The plan provides for a matching contribution by the
      Company which amounted to approximately $376 and $89 for
      1997 and 1996, respectively.

      The Company also has a supplemental retirement program for
      designated employees.  Annual provisions to this unfunded
      plan are discretionary and are determined by the Company's
      Executive Committee.  Charges to operations by the Company
      for additions to this plan totaled $44, $59, and $45 for
      1997, 1996, and 1995, respectively.

      Deferred employee benefit plans - The Company has deferred
      compensation and supplemental retirement arrangements with
      certain key officers.

      Postretirement health and life insurance plan - The
      Company sponsors an unfunded defined benefit
      postretirement health insurance plan that covers eligible
      salaried employees.  Life insurance benefits are provided
      under the plan to qualifying retired employees.  The
      postretirement health insurance plan is offered, on a
      shared cost basis, only to employees electing early
      retirement.  This coverage ceases when the employee
      reaches age 65 and becomes eligible for Medicare.  Retiree
      contributions are adjusted periodically.

      The following table sets forth the funded status of the
      plan and the postretirement benefit cost recognized in the
      Company's consolidated balance sheets:


                                             December 31,
                                            1997      1996
       Accumulated postretirement
       benefit obligation:
         Retirees                         $  159      $  112
         Fully eligible active plan
          participants                       226         297
         Other active plan participants    1,063         808
                                           1,448       1,217
         Plan assets                          --          --
         Unrecognized net gain               180         249
         Accrued postretirement benefit
          cost                            $1,628      $1,466


       Net periodic postretirement benefit cost was comprised
       of:


                                         Year Ended December 31,
                                         1997     1996     1995
        Service cost-benefits
        attributed to employee
         service during the year        $ 117    $  78   $   42
        Interest cost on accumulated
        postretirement
         benefit obligation                90       84       48
        Net amortization and deferral      (4)      (8)     (34)
        Net periodic postretirement
        benefit cost                    $ 203    $ 154   $   56

       The discount rate used in determining the accumulated
       postretirement benefit obligation was 7.0% in 1997, 7.5%
       in 1996, and 7.0% in 1995.  The assumed health care cost
       trend rate used in measuring the accumulated
       postretirement benefit obligation was 12%, declining
       gradually to 6% by 2012 and then declining further to an
       ultimate rate of 4% by 2022.

       The health care cost trend rate assumption has a
       significant impact on the amounts reported.  Increasing
       the assumed health care cost trend rate by one percentage
       point would increase the accumulated postretirement
       benefit obligation at December 31, 1997 by approximately
       $67 and the aggregate of the service and interest cost
       components of net periodic postretirement benefit cost
       for 1997 by approximately
       $11.

Note 10. Common stock

       The Company maintains a stock conversion plan whereby
       shares of Class B common stock may be converted to an
       equal number of Class A common shares.

       The Company's common stock authorization provides that
       dividends be paid on both the Class A and Class B common
       stock at any time that dividends are paid on either.
       Whenever dividends (other than dividends of Company
       stock) are paid on the common stock, each share of Class
       A common stock is entitled to receive 115% of the
       dividend paid on each share of Class B common stock.

       The Class A common stock shareholders are entitled to
       receive a liquidation preference of $3.75 per share
       before any payment or distribution to holders of  the
       Class B common stock.  Thereafter, holders of the Class B
       common stock are entitled to receive $3.75 per share
       before any further payment or distribution to holders of
       the Class A common stock.  Thereafter, holders of the
       Class A common stock and Class B common stock share on a
       pro-rata basis in all payments or distributions upon
       liquidation, dissolution, or winding up of the Company.

       The Class A common stock shareholders have the right to
       elect or remove, as a class, 25% of the entire board of
       directors of the Company.  Class B common stock
       shareholders are entitled to elect or remove, as a class,
       the other 75% of the directors (subject to any rights
       granted to any series of preferred stock) and are
       entitled to one vote per share on all matters (including
       an increase or decrease in the unissued authorized
       capital stock of any class) presented to the shareholders
       for vote.

       In August, 1997 the Company purchased approximately
       1,657,000 shares of its Class A common stock and
       approximately 42,000 shares of its Class B common stock
       under the terms of its Dutch auction tender offer for
       approximately $37.7 million.  Under the terms of the
       Dutch auction tender offer, all shares were purchased at
       $22 per share.

       On August 25, 1997, the Company's Board of Directors
       authorized an additional 500,000 share repurchase program
       of the Company's Class A common stock.  Through December
       31, 1997, the Company repurchased 141,500 shares of its
       Class A common stock under this program for approximately
       $4.6 million.  On August 6, 1996, the Company's Board of
       Directors authorized a one million share repurchase
       program of the Company's Class A common stock. The
       Company repurchased 772,600 shares of its Class A common
       stock under this program for approximately $11.7 million
       during 1996 and 1997 to conclude this program.

       The Company has elected to follow Accounting Principles
       Board Opinion No. 25, "Accounting for Stock Issued to
       Employees" (APB 25), in accounting for its employee stock
       options.  Under APB 25, because the exercise price of the
       Company's employee stock options equals the market price
       of the underlying stock on the date of grant, no
       compensation expense is recognized.

       The Company's 1994 Incentive Stock Option Plan has
       authorized the grant of options to management personnel
       and directors for up to 1,470,000 shares of the Company's
       common stock.  As of December 31, 1997, 976,400 shares
       are available for grant.  Options granted generally have
       10 year terms and vest ratably over a four year period
       following date of grant.

       The following pro forma information regarding net income
       and net income per share required by SFAS No. 123,
       "Accounting for Stock Based Compensation," has been
       determined as if the Company had accounted for its
       employee stock options under the fair value method of
       that statement.  The fair value for these options was
       estimated at the date of grant using a Black-Scholes
       option pricing model with the following weighted-average
       assumptions for 1997, 1996, and 1995, respectively: risk-
       free interest rates of  6.42%, 5.81%, and 7.47%;
       dividends of $.28 per share in all years; volatility
       factors of the expected market price of the Company's
       common stock of .406, .409, and .415; and a weighted-
       average expected life of the option of approximately 8
       years.  Changes in these subjective assumptions can
       significantly affect the fair value calculations.

       The estimated fair value of the options is amortized to
       expense over the options' vesting period:


                                         Year Ended December 31,
                                       1997       1996       1995

        Net income as reported       $ 22,558  $  1,119  $  10,947
        Pro forma net income           22,230       880     10,814
        Net income per share as
        reported
          Basic                          2.05       .09        .85
          Diluted                        2.03       .09        .85
        Pro forma net income per
         share
          Basic                          2.02       .07        .84
          Diluted                        2.01       .07        .84


       A summary of the Company's stock option activity and
       related information follows:

<TABLE>
<CAPTION>
                                                 Year Ended December 31,
                                         1997                        1996                         1995
                                Options   Weighted-average   Options   Weighted-average   Options   Weighted-average
                                 (000)     exercise price     (000)     exercise price     (000)     exercise price
<S>                             <C>        <C>              <C>         <C>                <C>        <C>
Outstanding-beginning of year     302        $    15           156        $   15             --        $   --

Granted                           170             15           162            16            161            15

Exercised                          (9)            15            (3)           15             --            --

Forfeited                         (31)            15           (13)           15             (5)           15

Outstanding-end of year           432             15           302            15            156            15

Exerciseable at end of year       103             15            45            15             --            --

Weighted-average fair value
 of options granted during year              $  4.94                      $ 5.12                       $ 5.01

</TABLE>


       Exercise prices for options outstanding as of December
       31, 1997 ranged from $14 to $17.  The weighted-average
       remaining contractual life of those options is
       approximately 8.1 years.


Note 11. Business and credit concentrations

       The Company provides credit, in the normal course of
       business, to department and specialty stores which are
       not concentrated in any geographic region.  The Company
       performs ongoing credit evaluations of its customers and
       maintains allowances for potential credit losses.

       In 1997, sales to a customer, as a percentage of net
       sales, amounted to approximately 11%.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
     None

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated by
reference to the definitive Proxy Statement of OshKosh B'Gosh,
Inc. for its annual meeting to be held on May 1, 1998.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is incorporated by
reference to the definitive Proxy Statement of OshKosh B'Gosh,
Inc. for its annual meeting to be held on May 1, 1998.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     The information required by this item is incorporated by
reference to the definitive Proxy Statement of OshKosh B'Gosh,
Inc. for its annual meeting to be held on May 1, 1998.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated by
reference to the definitive Proxy Statement of OshKosh B'Gosh,
Inc. for its annual meeting to be held on May 1, 1998.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
FORM 8-K

     (a)  (1)  Financial Statements

               Financial statements for OshKosh B'Gosh, Inc.
               listed in the Index to Financial Statements and
               Supplementary Data are filed as part of this
               Annual Report.

          (2)  Financial Statement Schedule:

               Schedule II - Valuation and Qualifying Accounts

               Schedules not included have been omitted because
               they are not applicable, immaterial, or the
               required information is included in the consolidated
               financial statements or notes thereto.

          (3)  Index to Exhibits

     (b)  Reports on Form 8-K
               A Form 8-K was filed on November 12, 1997 to
               disclose the Company's change to a 52/53
               week fiscal year.

     (c)  Exhibits

              3.1   Certificate of Incorporation of OshKosh
                    B'Gosh, Inc., as restated, May 7, 1993,
                    previously filed as Exhibit 99.3 to the
                    Registrant's Current Report on Form 8-K
                    dated October 25, 1995, Commission File
                    Number 0-13365, is incorporated herein by
                    reference.

              3.2   By-laws of OshKosh B'Gosh, Inc., as amended
                    through the date hereof.

          *10.1     Employment Agreement dated July 7, 1980,
                    between OshKosh B'Gosh, Inc. and Charles F. Hyde
                    as extended by "Request For Later Retirement"
                    dated April 15, 1986 and accepted by the Board
                    of Directors' resolution on May 2, 1986,
                    previously filed as Exhibit 10.1 to the
                    Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1986, Commission
                    File Number 0-13365, is incorporated herein by
                    reference.

          *10.2     Employment Agreement dated July 7, 1980,
                    between OshKosh B'Gosh, Inc. and Thomas R. Wyman,
                    previously filed as Exhibit 10.2 to the
                    Registrant's Registration Statement No. 2-96586
                    on Form S-1, is incorporated herein by reference.

          *10.3     OshKosh B'Gosh, Inc. Profit Sharing Plan, as
                    amended on November 4, 1997.

          *10.4     OshKosh B'Gosh, Inc. Restated Excess Benefit
                    Plan, as amended on March 1, 1997.

          *10.5     OshKosh B'Gosh, Inc. Executive Deferred
                    Compensation Plan, as amended on March 1, 1997.

          *10.6     OshKosh B'Gosh, Inc. Officers Medical and
                    Dental Reimbursement Plan, as amended,
                    previously filed as Exhibit 10.18 to the
                    Registrant's Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1994,
                    Commission File Number 0-13365, is
                    incorporated herein by reference.

           10.7     Acknowledgment of Guaranty Agreement between
                    City of Liberty, Casey County, Kentucky and
                    OshKosh B'Gosh, Inc., dated October 4, 1984, and
                    related Contract of Lease and Rent dated as of
                    November 26, 1968, previously filed as Exhibit
                    10.14 to the Registrant's Registration
                    Statement No. 2-96586 on Form S-1, is incorporated
                    herein by reference.

           10.8     Indemnity Agreement between OshKosh B'Gosh,
                    Inc. and William P. Jacobsen (former Vice
                    President and Treasurer of OshKosh B'Gosh, Inc.)
                    dated as of June 8, 1987, previously filed as
                    Exhibit 10.16 to the Registrant's Annual Report on Form
                    10-K for the fiscal year ended December 31, 1987,
                    Commission File Number 0-13365, is incorporated
                    herein by reference.  (Note: Identical agreements
                    have been entered into by the Company with each of the
                    following officers:  Douglas W. Hyde, Michael D.
                    Wachtel and Kenneth H. Masters).

          *10.9     OshKosh B'Gosh, Inc. Executive Non-Qualified
                    Profit Sharing Plan, as amended on March 1, 1997.

           10.10    Employment agreement dated and effective May
                    1, 1994, by and among OshKosh B'Gosh, Inc.,
                    Essex Outfitters, Inc. and Barbara Widder-Lowry
                    previously filed as Exhibit 10.14 to the
                    Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1994, Commission File
                    Number 0-13365, is incorporated herein by reference.

           10.11    Employment agreement dated and effective May
                    1, 1994 by and among OshKosh B'Gosh, Inc.,
                    Essex Outfitters, Inc. and Paul A. Lowry
                    previously filed as Exhibit 10.15 to the
                    Registrant's Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1994,
                    Commission File Number 0-13365, is incorporated
                    herein by reference.

           10.12    Credit agreement between OshKosh B'Gosh, Inc.
                    and Firstar Bank Milwaukee, N.A. and
                    participating banks as amended, dated as of
                    November 21, 1997.

          *10.13    OshKosh B'Gosh, Inc. 1994 Incentive Stock
                    Plan previously filed as Exhibit 10.17 to the
                    Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1994, Commission
                    File Number 0-13365, is incorporated herein by
                    reference.

           10.14    OshKosh B'Gosh, Inc. 1995 Outside Director's
                    Stock Option Plan, as amended February 26,
                    1997.

          *10.15    OshKosh B'Gosh, Inc. Flexible Nonstandardized
                    401(k) Adoption Agreement and Smith
                    Barney Prototype Defined Contribution Plan
                    Document #05 previously filed as Exhibit 10.15 to the
                    Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1996,
                    Commission File Number 0-13365, is incorporated
                    herein by reference.

          * Represents a plan that covers compensation, benefits
            and/or related arrangements for executive management.

           21. The following is a list of subsidiaries of the
               Company as of December 31, 1997.  The
               consolidated financial statements reflect the
               operations of all subsidiaries as they existed
               on December 31, 1997.

                                                            State or Other
                                                           Jurisdiction of
                                                           Incorporation or
               Name of Subsidiary                            Organization

               Grove Industries, Inc.                          Delaware

               Manufacturera International Apparel, S.A.       Honduras

               OshKosh B'Gosh International Sales, Inc.        Virgin Islands

               OshKosh B'Gosh Europe, SNC (Inactive)           France

               OshKosh B'Gosh Asia/Pacific Ltd. (Inactive)     Hong Kong

               OshKosh B'Gosh U.K. Ltd. (Inactive)             United Kingdom

               OshKosh B'Gosh Deutschland GmbH (Inactive)      Germany


          23.  Consent of Ernst & Young LLP, Independent Auditors

          27.  Financial Data Schedule



                           SIGNATURES

     Date:  March 31, 1998

     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-Finance, 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/ STEVEN R. DUBACK               Secretary and Director


     /S/ WILLIAM F. WYMAN               Vice President Domestic Licensing

     Date:  March 31, 1998
              OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                           Schedule II


     Valuation and Qualifying Accounts
     (Dollars in Thousands)


                                                  Year Ended December 31,
                                                1997        1996       1995
    Accounts receivable - allowances:
     Balance at beginning of period         $  5,474    $  3,970   $  3,700
     Charged to costs and expenses            11,836      10,392      8,084
     Deductions - bad debts written off,
       net of recoveries and other
       allowances                            (13,085)     (8,088)    (7,814)

                                                  Year Ended December 31,
                                                1997        1996       1995
    Restructuring costs - allowances:
      Balance at beginning of period        $ 10,694    $    334   $  2,381
      Charged to cost and expenses                 -      15,300          -
      Actual restructuring costs incurred     (2,756)     (4,940)    (2,047)

      Balance at end of period              $  7,938    $ 10,694   $    334


                                                       EXHIBIT 23

       Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration
Statements (Forms S-8 No. 333-01051 and No. 333-01053) of OshKosh
B'Gosh, Inc. of our report dated January 30, 1998, with respect
to the consolidated financial statements and schedule of OshKosh
B'Gosh, Inc. and Subsidiaries included in this Annual Report
(Form 10-K) for the year ended December 31, 1997.

                              ERNST & YOUNG LLP

Milwaukee, Wisconsin
March 24, 1998