EXHIBIT 10.8

                      OSHKOSH B'GOSH, INC.
            1995 OUTSIDE DIRECTORS' STOCK OPTION PLAN
               (INCLUDING AMENDMENTS MADE 2/21/01)

I.   INTRODUCTION

     1.01 Purpose.  This plan shall be known as the Oshkosh B'Gosh,
Inc. 1995 Outside Directors' Stock Option Plan.  The purpose of
the Plan is to provide an incentive for Outside Directors of
Oshkosh B'Gosh, Inc. to improve corporate performance on a long-
term basis.  It is intended that the Plan and its operation
comply with the provisions of Rule 16b-3 under the Securities
Exchange Act of 1934 (or any successor rule).

	1.02 Effective Date.  The Plan shall be effective upon its
approval by shareholders at the Company's 1995 annual meeting.
If the Plan is approved by shareholders, the first option grants
will automatically be made at the Board meeting immediately
following the 1995 annual meeting.
II.  PLAN DEFINITIONS

     2.01 Definitions.  For Plan purposes, except where the context
clearly indicates otherwise, the following terms shall have the
meanings set forth below:

        (a)  "Board" shall mean the Board of Directors of the Company.

	(b)  "Company" shall mean Oshkosh B'Gosh, Inc., a Wisconsin
corporation.

	(c)  "Company Stock" shall mean the Company's Class A Common
Stock and such other stock and securities as may be substituted
therefor pursuant to Section 3.02.

	(d)  "Director" shall mean a director of the Company.

	(e)  "Fair Market Value" on any date shall mean, with respect to
Company Stock, if the stock is then listed and traded on a
registered national securities exchange, or is quoted in the
NASDAQ National Market System, the mean of the high and low sale
prices recorded in composite transactions as reported in the Wall
Street Journal (Midwest Edition) for such date or the preceding
business day if such date is not a business day.  In the absence
of reported sales or if the stock is not so listed or quoted, but
is traded in the over-the-counter market, Fair Market Value shall
be the mean of the closing bid and asked prices for such shares
on the relevant date.

	(f)  "Grantee" shall mean any person who has been granted an
option under the Plan.

	(g)  "Outside Director" shall mean a Director who is not also an
active full-time employee of the Company or a corporation in
which the Company owns, directly or indirectly, a voting stock
interest of more than fifty percent (50%).

III. SHARES SUBJECT TO OPTION

     3.01 Available Shares.  The total number of shares of Company
Stock that may be issued under the Plan shall not exceed Three
Hundred Twenty-five Thousand (325,000) shares.  Shares subject to
and not issued under an option which expires, terminates, or is
canceled for any reason under the Plan shall again become
available for the granting of options.

	3.02 Changes in Common Stock.  If any stock dividend is declared
upon the Company Stock, or if there is any stock split, stock
distribution, or other recapitalization of the Company with
respect to the Company Stock, resulting in a split or combination
or exchange of shares, the aggregate number and kind of shares
which may thereafter be granted under the Plan shall be
proportionately and appropriately adjusted and the number and
kind of shares then subject to options under the Plan and the per
share option price therefor shall be proportionately and
appropriately adjusted, without any change in the aggregate
purchase prices to be paid therefor.

IV.  ADMINISTRATION

     4.01 Administration by the Committee.  The Plan shall be
administered by the Compensation Committee of the Board which
shall have the power, subject to and within the limits of the
express provisions of the Plan, to exercise such powers and to
perform such acts as are deemed necessary or expedient to promote
the best interests of the Company with respect to the Plan.  The
Committee shall have no discretion as to the amount, price or
timing of any option granted under this Plan.

V.   STOCK OPTIONS

     5.01 Option Agreements.  Each option granted under the Plan shall
be evidenced by a stock option agreement between the Company and
the Grantee which shall contain the terms and conditions required
by this Article V, and such other terms and conditions, not
inconsistent herewith, as the Committee may deem appropriate in
each case.  The holder of an option shall not have any rights as
a stockholder with respect to the shares covered by an option
until such shares have been delivered to him or her.

	5.02 Option Grant Size and Grant Date.

		(a)  Annual Grant.  Each year, upon the first meeting of the
               Board following the Company's annual meeting of shareholders,
               each person then serving the Company as an Outside Director shall
               automatically be granted a non-qualified stock option to purchase
               Six Thousand (6,000) shares, subject to adjustment under Section
               3.02 hereof.

		(b)  Special Rule.  If at any time there are not sufficient
available shares under the Plan to grant each Outside Director an
option to purchase the number of shares identified above, each
Outside Director shall receive an option to purchase an equal
number of the remaining available shares, determined by dividing
the remaining available shares by the number of Outside
Directors.

     5.03 Exercise Price.  The price at which each share of Company
Stock covered by an option may be purchased shall be one hundred
percent (100%) of the Fair Market Value of the Company Stock on
the date the option is granted.

	5.04 Period for Exercise of Options.  Each stock option granted
under this Plan shall become exercisable six months from the date
of grant, regardless of whether the Grantee is still a Director
on such date.  All rights to exercise an option shall terminate
upon the earlier of (a) ten (10) years from the date the option
is granted, or (b) two years from the date the Grantee ceases to
be a Director.

	5.05 Method of Exercise.  Subject to Section 5.04, each option
may be exercised in whole or in part from time to time as
specified in the stock option agreement.  Each Grantee may
exercise an option by giving written notice of the exercise to
the Company, specifying the number of shares to be purchased,
accompanied by payment in full of the exercise price therefor.
The exercise price may be paid in cash, by check, or by
delivering shares of Company Stock which have been beneficially
owned by the Grantee, the Grantee's spouse, or both of them for a
period of at least six months prior to the time of exercise
("Delivered Stock") or a combination of cash and Delivered Stock.
Delivered Stock shall be valued at its Fair Market Value
determined as of the date of exercise of the option.  No Grantee
shall be under any obligation to exercise any option hereunder.

	5.06 Merger, Consolidation or Reorganization.  In the event of a
merger, consolidation or reorganization with another corporation
in which the Company is not the surviving corporation, the
Committee shall, subject to the approval of the Board of
Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company hereunder,
take action regarding each outstanding and unexercised option to
protect such option by the substitution on an equitable basis of
appropriate shares of the surviving corporation, provided that
the excess of the aggregate Fair Market Value of the shares
subject to such option immediately before such substitution over
the exercise price thereof is not more than the excess of the
aggregate fair market value of the substituted shares made
subject to option immediately after such substitution over the
exercise price thereof.

	5.07 Dissolution or Liquidation.  Anything contained herein to
the contrary notwithstanding, on the effective date of any
dissolution or liquidation of the Company, the Company shall pay
the holder of each then outstanding and unexercised option an
amount of cash equal to the excess of the highest Fair Market
Value per share of the Company Stock during the 60-day period
immediately preceding the dissolution or liquidation over the
option exercise price, multiplied by the number of shares subject
to such option. Such option shall then be canceled.

VI.  GENERAL

     6.01 Nontransferability.  No option granted under the Plan shall
be transferable or assignable except by last will and testament
or the laws of descent and distribution.  During the Grantee's
lifetime, options shall be exercisable only by the Grantee or by
the Grantee's guardian or legal representative.  In the event of
the Grantee's death, the personal representative of the Grantee's
estate or the person or persons to whom the option is transferred
by will or the laws of descent and distribution may exercise the
option in accordance with its terms.

	6.02 General Restriction.  Each option shall be subject to the
requirement that if at any time the Board shall determine, in its
discretion, that the listing, registration, or qualification of
securities upon any securities exchange or under any state or
federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or
in connection with, the granting of such option or the issue or
purchase of securities thereunder, such option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board.
6.03 Expiration and Termination of the Plan.  Options may be
granted under the Plan at any time and from time to time.  The
Plan may be abandoned or terminated at any time by the Board
except with respect to any options then outstanding under the
Plan.

	6.04 Amendments.  The Board may from time to time amend, modify,
suspend or terminate the Plan; provided, however, that no such
action shall (a) impair without the Grantee's consent any option
theretofore granted under the Plan or (b) be made without
shareholder approval where such approval would be required as a
condition of compliance with Rule 16b-3 under the Securities
Exchange Act of 1934.

	6.05 Withholding Taxes.  If the Company is required to collect
withholding taxes upon exercise of an option, the Company may
require, as a condition to such exercise, that the Grantee
concurrently pay to the Company the entire amount or a portion of
any taxes which the Company is required to withhold by reason of
such exercise.  In lieu of part or all of such payment, the
Grantee may elect, subject to such rules as the Board may adopt
from time to time, to have the Company withhold from the shares
to be issued upon exercise of the option that number of shares
having a Fair Market Value equal to the amount which the Company
is required to withhold.

	6.06 Construction.  Except as otherwise required by applicable
federal laws, the Plan shall be governed by, and construed in
accordance with, the laws of the State of Wisconsin.