EXHIBIT 10.14

                      OSHKOSH B'GOSH, INC.
            1995 OUTSIDE DIRECTOR'S STOCK OPTION PLAN


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 therefore 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 share of Company
Stock that may be issued under the Plan shall not exceed Seventy
Thousand (70,000) 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 therefore 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 the 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 nonqualified stock option to purchase
Three Thousand (3,000) 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 exerciseable 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 or (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 paying 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 a
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 optioin by the substitution on an equitble
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 Nontrasferability.  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 exerciseable 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 transfered 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 desireable 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, prior
to December 31, 2004, the date on which the Plan will expire,
except as to options then outstanding under the Plan, which shall
remain in effect until they have been exercised or have expired.
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.