UNITED STATES
                     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 JANUARY 1, 2000
                                     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	    		39-0519915
								 	                                   (I.R.S. ID)

                             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 Company (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 Company was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   	    No

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 Company'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.   [X]

As of March 13, 2000, there were outstanding 10,361,239 shares of
Class A Common Stock and 2,240,555 shares of Class B Common
Stock, of which 9,898,898 shares and 1,136,317 shares,
respectively, were held by non-affiliates of the Company.  Based
upon the closing sales price as of March 13, 2000, the aggregate
market value of the Class A Common Stock held by non-affiliates
was $176,936,546.  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 $20,311,666.

DOCUMENTS INCORPORATED BY REFERENCE

OshKosh B'Gosh, Inc. definitive Proxy Statement for its annual
meeting to be held on May 5, 2000 (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				                 6
        		 	   Product                                     					    6
          			  Raw Materials, Manufacturing and Sourcing		          7
          			  Sales and Marketing						                            9
          			  International Licensing and Distribution		          10
          			  Trademarks							                                   10
			            Seasonality							                                  10
			            Working Capital						                               11
			            Backlog							                                      11
          			  Competitive Conditions					                         11
          			  Environmental Matters					                          12
          			  Employees							                                    12

Item 2.		 Properties								                                       12

Item 3.		 Legal Proceedings							                                 13

Item 4.		 Submission of Matters to a Vote of Security Holders	  	  13

PART II
Item 5.		 Market for the Company's Common Stock and
        		Related Stockholder Matters						                        13

Item 6.		 Selected Financial Data						                            14

Item 7.		Management's Discussion and Analysis of Results
       		of Operations and Financial Conditions				                14

Item 7A.	Quantitative and Qualitative Disclosures About
         Market Ris	                                            	  22

Item 8.		Financial Statements and Supplementary Data		          	  23

Item 9.		Disagreements on Accounting and Financial Disclosure		    39

PART III
Item 10.	Directors and Executive Officers of the Company		      	  40

Item 11.	Executive Compensation						                              40

Item 12.	Security Ownership of Certain Beneficial Owners
       		and Management							                                     40

Item 13.	Certain Relationships and Related Transactions		       	  40

PART IV
Item 14.	Exhibits, Financial Statement Schedule, and
         Reports on Form 8-K							                                41

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 primarily for the children's wear and youth
wear markets.  The Company also offers a children's footwear
collection.  While its heritage began 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 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 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 130 domestic OshKosh B'Gosh branded stores,
including 124 factory outlet stores, four showcase stores, and
two stripmall stores.  The Company operates 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.  The Company's retail product line in
its OshKosh B'Gosh branded stores includes OshKosh B'Gosh branded
product in sizes from newborn to girls 6X and boys 7 and youth
wear 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 expanded the distribution of
this product line to wholesale customers beginning with the
Spring 1998 season.  The Company is also currently distributing
to wholesale customers, on a test basis, the Genuine Blues line.

The Company's comprehensive strategic planning initiative guides
the Company's business focus.  Under this initiative, combined
with management's commitment to more efficiently utilize working
capital, the Company continues to take steps to improve product
marketability, streamline operations, reduce its capital base and
cost structure, and improve delivery performance.  These actions
included an analysis of product extensions, commitment to
the wholesale customer base, periodic review of significant licensee
arrangements, and continued development of an effective global
sourcing strategy.

The Company designs and closely manages the manufacture of
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 children's apparel
accessory items such as hats, socks and eyewear, bedding and
other nursery decor, juvenile products including car seats and
strollers, and developmental toys.  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 and
footwear under the OshKosh, OshKosh B'Gosh, Genuine
Girl, and Genuine Blues labels.  The products are
distributed primarily through better quality department and
specialty stores, 130 Company owned domestic stores, and foreign
retailers.

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 generally 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
and coordinating garments.  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 somewhat less seasonal, 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.

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 unique fabric
designs 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
1999, approximately 88% of the Company's direct expenditures for
raw materials (fabric) were from its five largest suppliers, with
the largest such supplier accounting for approximately 48% 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
design studio 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.

In 1999, approximately 64% of the Company's product line
(excluding footwear) was sourced from off-shore Company-operated
facilities and numerous third party contractors throughout the
world, in accordance with the Company's specifications.  Most
domestic production takes place in the Company's three Tennessee
and two Kentucky plants. The Company also leases sewing plants in
Honduras and Mexico, 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
recent years, as part of the Company's review of manufacturing
capacity and utilization, the Company closed or downsized 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 financial,
political or other 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 five 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 1999, the Company's
products were sold to approximately 1,000 wholesale customers
(approximately 6,500 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 the Company's sales force.  In addition to
the central sales office in Oshkosh, the Company maintains a
regional sales office in New York and Dallas.  A portion of the
Company's sales force is assigned specific large national accounts,
while others are assigned to defined geographic territories.  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 130 Company-owned domestic retail stores,
operating under three formats: factory outlet stores, four
showcase stores, and two strip mall stores.   The Company
operates 124 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.  The four showcase stores are full price,
full service stores featuring 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 also began testing a new strip center
retail prototype by opening two strip mall stores in 1999.  These
strip mall stores will feature a large selection of OshKosh
B'Gosh products that are consistently value priced.

The Company's broad distribution base insulates the Company from
reliance on any one customer.  The Company's largest wholesale
customer, Kids "R" Us, accounted for 12% of the Company's 1999
sales, while the Company's largest ten and largest 100 customers
accounted for approximately 46% and 55% of 1999 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 is partnering with department store customers to
enhance brand presentation and availability of the OshKosh B'Gosh
brand through the creation of "showcase" environments.  The
showcase environment is a focused merchandising strategy that
creates a highly impactful retail presentation of the OshKosh
brand.  By the use of custom fixtures, comprehensive in-store
merchandising support, focused advertising, and promotions, the
Company, along with its key customers, is able to communicate a
powerful and consistent brand presence to the consumer.

International Licensing and Distribution

The Company's products are distributed worldwide through
approximately 36 licensees and distributors in over 75 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 ensure
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 OshKosh, OshKosh B'Gosh, Genuine
Girl, or Genuine Blues trademarks on most of its
products.  Other significant trademarks include a white
triangular patch on the back of bib garments and the Genuine
Article.  The Company currently has approximately 47 trademark
registrations and four pending trademark applications in the
United States and has trademark registrations in approximately
110 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-May
Fall/Back-to-School		      January-February		 	June-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 2000 quarterly sales and income.

Working Capital

Working capital needs are affected primarily by inventory levels,
outstanding accounts receivable, and trade payables.  In
November, 1999, the Company entered into a new unsecured credit
agreement with a number of banks that provides for a five year
$125 million term loan for the repurchase of shares of its common
stock through May, 2000, and a three year $75 million revolving
credit facility available for general corporate purposes,
including cash borrowings and issuances of letters of credit.
The revolving credit facility expires November 3, 2002.  There
were no outstanding borrowings against the revolving credit
arrangement at January 1, 2000, with $44 million outstanding on
the term loan.

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 January 1, 2000, the Company employed approximately 3,600
persons.  Approximately 17% of the Company's personnel are
covered by collective bargaining agreements with the United
Food and Commercial Workers Union.

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         Laundering/Pressing
Choloma, Honduras (2)     47,000         Manufacturing
Gainesboro, TN            61,000         Sample Production/Distribution
Jamestown, TN             43,000         Manufacturing
Liberty, KY              218,000         Manufacturing/Warehousing
New York City, NY (1)     18,255         Sales Offices/Showroom Design Studio
Oshkosh, WI               99,000         Exec. & Operating Offices
Oshkosh, WI               88,000         Leased to Outside Party
Oshkosh, WI              128,000         Distribution/Warehousing
Uman, Mexico (3)         134,000         Manufacturing
White House, TN          284,000         Distribution/Warehousing

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

(1) Lease expiration date--2007, (2) Lease expiration date--2001,
(3) Lease expiration date--2006.

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's retail stores
occupy leased premises, with lease terms generally in the range
of 5 - 7 years.  These leasehold interests are generally well
suited for the Company's retail operations. For information
regarding the terms of the leases and rental payments thereunder,
refer to Note 6 to the consolidated financial statements of this
Form 10-K.

ITEM 3.  LEGAL PROCEEDINGS

The Company is involved in various claims and lawsuits incidental
to its business.  In the opinion of management, these claims and
lawsuits will not have a material adverse effect on the Company's
financial position or results of operations.

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

None.

PART II

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

	                        Quarterly Common Stock Data 1
                                      1999                        1998
                           Stock price     Dividends    Stock price  Dividends
                         High       Low    per share   High     Low  Per share
Class A Common Stock
1st                   $ 20-1/4  $14-15/16  $0.05    $20-1/4  $14-1/2  $0.035
2nd                     22-3/4   17-1/8     0.05     23       17-3/4   0.035
3rd                     20-7/8   14-1/4     0.05     24-9/16  18-1/4   0.05
4th                     22-3/8   18-7/8     0.05     24-1/4   17-7/8   0.05

Class B Common Stock
1st                        -        -      $0.0425      -        -    $0.03
2nd                        -        -       0.0425      -        -     0.03
3rd                        -        -       0.0425      -        -     0.0425
4th                        -        -       0.0425      -        -     0.0425

	1 Adjusted for the two-for-one stock split in September 1998.

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.  The Company's Class B
common stock is not currently traded on the Over-The-Counter
market.

As of February 15, 2000, there were 1,202 Class A common stock
shareholders of record and 131 Class B common stock shareholders
of record.

ITEM 6.  SELECTED FINANCIAL DATA

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

                                                Year Ended
                   January 1, January 2, December 31, December 31, December 31,
                      2000      1999         1997        1996         1995
Financial results
 Net sales           $429,786  $423,232    $395,196     $444,766    $432,266
 Net income            32,448    29,335      22,558        1,119      10,947
 Return on sales         7.5%      6.9%        5.7%         0.3%        2.5%

Financial condition
 Working capital     $ 27,342  $ 76,876    $ 82,762     $104,641    $ 95,414
 Total assets         129,699   162,568     174,788      196,033     208,579
 Shareholders'equity   23,439   103,017     113,157      138,077     150,078

Data per common share
 Net income
  Basic              $   2.01  $   1.54    $   1.02     $    .05    $    .43
  Diluted                1.99      1.52        1.02          .05         .43
 Cash dividends declared
  Class A                 .20       .17         .14          .14         .14
  Class B                 .17      .145         .12          .12         .12
 Shareholders'equity     1.86      5.75        5.74         5.86        6.03


 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 Year Ended
                                    January 1,*   January 2,*  December 31,
                                       2000          1999         1997

Net sales                            100.0%        100.0%       100.0%
Cost of products sold                 58.1%         60.9%        63.5%
Gross profit                          41.9%         39.1%        36.5%
Selling, general and
  administrative expenses             31.2%         29.5%        29.2%
Royalty income, net                   (1.7%)        (2.0%)       (2.0%)
Operating income                      12.4%         11.6%         9.3%
Other income (expense) - net          (0.1%)         0.1%         0.3%
Income before income taxes            12.3%         11.7%         9.6%
Income taxes                           4.8%          4.8%         3.9%
Net income                             7.5%          6.9%         5.7%

*	Effective January 1, 1998, the Company changed its fiscal year
to a 52/53 week period ending on the Saturday closest to
December 31.  Accordingly, the Company's fiscal year 1998
ended January 2, 1999, while the Company's 1999 fiscal year
ended January 1, 2000.  This change did not have a material
impact on the comparability of the Company's annual results of
operations.


1999 COMPARED TO 1998

Net Sales

Net sales in 1999 were $429.8 million, a $6.6 million (1.5%)
increase over 1998 net sales of $423.2 million.  A summary of the
Company's net sales for the years ended January 1, 2000 and
January 2, 1999 follows:

                                            Net Sales
                                   							(in millions)
                                     Domestic
                              Wholesale    Retail  International  Total

1999                           $212.3      $ 210.4   $  7.1   $ 429.8
1998                            226.1        191.4      5.7     423.2
Increase (decrease)             (13.8)        19.0      1.4       6.6

Percent increase (decrease)      (6.1%)        9.9%    24.6%      1.5%

The Company's 1999 domestic wholesale unit shipments were down
approximately 0.3% compared to 1998.  The decrease in unit
shipments resulted from a combination of less closeout
merchandise sold during the year and lower demand for the
Company's classics product offering.  The decrease in wholesale
sales dollars resulted from a combination of lower average
selling prices, increased promotional programs, and product mix
(a higher mix of lighter weight, lower unit cost garments).  The
Company currently anticipates wholesale unit shipments for the
first half of 2000 to be down approximately 3-5% as compared to
the first half of 1999.

The Company's 1999 increased retail sales resulted from a
combination of a 4.5% comparable store sales gain and sales
volume from newly opened stores.  During 1999, the Company opened
11 factory outlet stores, closed 4 factory outlet stores, and
closed 1 showcase store.  The Company also began testing a new
store concept by opening 2 strip mall stores in 1999.  At January
1, 2000, the Company operated 130 domestic OshKosh B'Gosh retail
stores, including 124 factory outlet stores, 4 showcase stores
and 2 strip mall stores.

Current Company plans for 2000 call for the addition of
approximately 14 new OshKosh B'Gosh retail stores including 6
strip mall stores, and the closing of 8 to 11 factory outlet
stores.  For 2000, the Company currently anticipates low single
digit comparable store sales gains.

Gross Profit

The Company's gross profit margin as a percentage of net sales
increased to 41.9% in 1999 compared with 39.1% in 1998.  This
gross profit margin improvement was due primarily to continued
implementation and execution of the Company's global sourcing
strategy, operating efficiencies at the Company's domestic sewing
facilities, the Company's ongoing focus on product design and
development activities, and the favorable impact of liquidation
of certain LIFO inventory layers.  During 1999, approximately 64%
of units sourced were from off-shore venues as compared to 58% in
1998.  The Company's current 2000 sourcing plan indicates that
approximately 79% of units will be sourced outside of the United
States.

Substantially all of the Company's inventories are stated at the
lower of cost or market using the last-in, first-out (LIFO)
basis.  As a result of a substantial reduction of the Company's
inventory levels at January 1, 2000, the 1999 gross profit margin
was favorably impacted by an approximate $2.2 million benefit
related to the liquidation of certain LIFO layers.  This compares
with an approximate $.6 million benefit in 1998.  The Company
does not currently anticipate further significant liquidation of
LIFO layers in the foreseeable future.

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

The Company's S,G&A expenses for 1999 of $134.0 million were $9.2
million over 1998 S,G&A expenses of $124.8 million.  As a percent
of net sales, S,G&A expenses were 31.2% in 1999 as compared to
29.5% in 1998.  The primary reasons for these increased expenses
relate to a combination of continued expansion of the Company's
retail operations, costs associated with the Company's transition
to an updated product distribution system and related processes,
and expansion of the Company's brand enhancing activities.

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 $7.4 million in 1999, a $.8 million
decrease compared to 1998 net royalty income of $8.2 million.
Royalty income from domestic licensees was approximately $2.3
million in 1999 as compared to $2.8 million in 1998 and reflects
the Company's decision not to renew its domestic outerwear
license (which expired in May, 1998).  Royalty income from
foreign licensees was approximately $5.1 million in 1999 as
compared to $5.4 million in 1998.  The Company's 1999 foreign
licensee royalty income was negatively impacted by adverse
economic conditions in Latin America and the Company's decision
not to renew the Japanese license agreement (which ended in
March, 1998).

The Company currently anticipates modest growth in its net
royalty income from licensees in 2000.

Operating Income

As a result of the factors described above, the Company's 1999
operating income improved to $53.7 million.  This represents a
9.7% increase over 1998 operating income of $48.9 million.

Other Income (Expense) -Net

The Company's 1999 net other income (expense) was a $.5 million
expense compared to $.4 million income in 1998.  Interest expense
increased by approximately $1.1 million in 1999 as a result of
borrowings to help finance the Company's Dutch Auction tender
offer in November, 1999 and other stock repurchase transactions.

Income Taxes

The Company's 1999 effective income tax rate was approximately
39.0% as compared to approximately 40.5% in 1998.  The Company
currently anticipates an effective income tax rate of
approximately 39.0% for 2000.  The rate reduction in 1999
compared to 1998 is due primarily to the implementation of
certain income taxation strategies.

Net Income

Net income for the year ended January 1, 2000 of $32.4 million
represented a $3.1 million (10.6%) increase over net income for
the year ended January 2, 1999 of $29.3 million.  The Company's
ongoing stock repurchase programs and Dutch Auction tender offer
resulted in a significant reduction in its weighted-average
diluted shares outstanding during 1999.  This decrease, combined
with the 10.6% increase in net income, resulted in a 30.9%
increase in diluted earnings per share for 1999 of $1.99 as
compared to $1.52 in 1998.

1998 COMPARED TO 1997

Net Sales

Net sales in 1998 were $423.2 million, a $28.0 million (7.1%)
increase over 1997 net sales of $395.2 million.  A summary of the
Company's net sales for the years ended January 2, 1999 and
December 31, 1997 follows:

                                        Net Sales
                                      (in millions)
                                Domestic
                          Wholesale   Retail   International   Total

1998                       $ 226.1   $ 191.4    $   5.7       $ 423.2
1997                         214.1     173.9        7.2         395.2
Increase (decrease)           12.0      17.5       (1.5)         28.0

Percent increase (decrease)    5.6%     10.1%     (20.8%)         7.1%

The Company's 1998 domestic wholesale unit shipments were up
approximately 7.8% over 1997. The increases in unit shipments and
sales dollars were the result of increased demand for the
Company's fashion and classics product offerings.

The Company's 1998 increased retail sales resulted from a
combination of a 4.9% comparable store sales gain and sales
volume from newly opened stores.  Comparable store sales for 1998
were favorably impacted by increased sales of Genuine Girl and
Genuine Blues branded products for the entire period.  These
bigger sizes were introduced during the first quarter of 1997.

During 1998, the Company opened 10 factory outlet stores, closed
4 factory outlet stores, and closed 3 showcase stores.  At
January 2, 1999, the Company operated 122 domestic OshKosh B'Gosh
retail stores, including 117 factory outlet stores and 5 showcase
stores.

Gross Profit

The Company's gross profit margin as a percent of net sales
increased to 39.1% in 1998 compared with 36.5% in 1997.  This
gross profit margin improvement was due primarily to continued
implementation and execution of the Company's global sourcing
strategy, improved operating efficiencies at the Company's
domestic sewing facilities, and the Company's continuing focus on
product design and development activities.  During 1998,
approximately 58% of units sourced were outside of the United
States as compared to 53% in 1997.

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

The Company's S,G&A expenses for 1998 of $124.8 million were $9.4
million over 1997 S,G&A expenses of $115.4 million.  As a percent
of net sales, S,G&A expenses were 29.5% in 1998 as compared to
29.2% in 1997.  The primary reasons for these increased expenses
relate to a combination of continued expansion of the Company's
retail operations, increased volume of wholesale unit shipments,
and expansion of the Company's brand enhancing activities.

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 $8.2 million in 1998, a $.3 million
increase over 1997 net royalty income of $7.9 million.  Royalty
income from domestic licensees was approximately $2.8 million in
1998 as compared to $2.6 million in 1997.  Royalty income from
foreign licensees was approximately $5.4 million in 1998 as
compared to $5.3 million in 1997.  The Company's 1998 foreign
licensee royalty income was negatively impacted by adverse
economic conditions in Asia and the Company's decision not to
renew its Japanese license arrangement (which ended in March,
1998).  These adverse conditions were offset by increased royalty
income from the Company's Canadian and European licensees.

Operating Income

As a result of the factors described above, the Company's 1998
operating income improved to $48.9 million.  This represents a
32.6% improvement over 1997 operating income of $36.9 million.

Other Income (Expense) -Net

The Company's 1998 net other income decreased to $.4 million as
compared to $1.3 million in 1997.  The Company's interest income
in 1998 was approximately $.9 million lower than in 1997 as a
result of significantly lower cash and short-term investments
carried by the Company in 1998.

Income Taxes

The Company's 1998 effective income tax rate was approximately
40.5% as compared to approximately 41% in 1997.

Net Income

Net income for the year ended January 2, 1999 of $29.3 million
represented a $6.7 million (30%) increase over net income for the
year ended December 31, 1997 of $22.6 million.  The Company's
ongoing stock repurchase programs resulted in a reduction in its
weighted-average diluted shares outstanding during 1998.  This
decrease, combined with the 30% increase in net income, resulted
in a 49% increase in diluted earnings per share for 1998 of $1.52
as compared to $1.02 in 1997.

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 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 store sales
during this period.  The Company anticipates this seasonality
trend to continue to impact 2000 quarterly sales and income.

YEAR 2000 CONSIDERATIONS

The Company did not experience any significant operating problems
as a result of Year 2000.  The Company executed its Year 2000
program primarily with existing internal resources and some
outside consultants.  The Company spent an aggregate of
approximately $1 million on its remediation efforts.  All costs
associated with the Year 2000 compliance were funded with cash
flow generated from operations and were expensed as incurred.
These amounts did not have a material impact on the Company's
business, operations, or financial condition.

FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY

At January 1, 2000, the Company's cash, cash equivalents, and
investments were $9.6 million, compared to $16.8 million at the
end of 1998.  This reduction is attributable to the Company's
stock repurchases, offset in part by cash generated from
operations.  Net working capital at January 1, 2000 was $27.3
million compared to $76.9 million at January 2, 1999, and $82.8
million at December 31, 1997.  Accounts receivable at January 1,
2000 were $16.5 million compared to $24.0 million at January 2,
1999.  The decrease in accounts receivable is attributable to
reduced wholesale shipments in the fourth quarter of 1999.
Inventories at January 1, 2000 were $48.5 million, compared to
$65.6 million at the end of 1998 as part of a planned reduction
in inventory levels.  Management believes that January 1, 2000
inventory levels are generally appropriate for anticipated 2000
business activities.  The reduction in working capital is
attributable to reductions in accounts receivable and
inventories, and reflecting the current portion of long term debt
related to the Company's stock repurchases.

Cash provided by operations amounted to approximately $70.0
million in 1999, compared to $42.2 million in 1998 and $35.9
million in 1997.  The increase in cash provided by operating
activities in 1999 over 1998 is primarily attributable to reduced
accounts receivable and inventory levels.  The increase in cash
provided by operating activities in 1998 compared to 1997 is
primarily attributable to improved net income in 1998.

Cash used in investing activities totaled $6.2 million in 1999,
compared to $2.2 million in 1998, and $6.5 million in 1997.
Capital expenditures were $7.1 million in 1999, compared with
$11.4 million in 1998, and $6.6 million in 1997, and are
currently budgeted at $10.0 million for 2000.   Capital
expenditures in 1999 related primarily to retail store expansions
and remodeling, while capital expenditures in 1998 related
primarily to the Company's upgrade of its distribution systems
and Whitehouse, Tennessee distribution facilities.  These capital
expenditures were offset by reductions in the levels of
investments. Depreciation and amortization are currently budgeted
at $8.0 million for 2000.

Cash used in financing activities totaled $69.0 million in 1999,
compared to $39.5 million in 1998, and $46.9 million in 1997.
The Company's primary financing activities consisted of stock
repurchase transactions, dividends, and borrowings under the
Company's new credit agreement.

In November, 1999, the Company acquired 3,498,300 shares of its
Class A common stock and 6,805 shares of its Class B common stock
in conjunction with its Dutch Auction tender offer. Under the
term of the Dutch Auction tender offer, all shares purchased were
at $21 per share, which totals approximately $72.9 million.

On December 6, 1999 the Company's Board of Directors authorized a
repurchase program for up to 1.5 million shares of its Class A
common stock.  During 1999, the Company repurchased 253,900
shares of its Class A common stock under this program for
approximately $4.8 million.  For all of 1999, the Company
repurchased 5,446,642 shares of its Class A common stock and
6,805 shares of its Class B common stock under its current and
prior repurchase programs and Dutch Auction tender offer for
approximately $110.4 million.

During 1998, the Company repurchased 1,888,500 shares of its
Class A common stock under its current and prior repurchase
programs for approximately $37.6 million and during 1997, the
Company repurchased approximately 3,796,000 shares of its Class A
common stock and approximately 84,000 shares of its Class B
common stock for approximately $44 million.

On August 10, 1998, the Company's Board of Directors declared a
two-for-one stock split for Class A and Class B common stock,
effected in the form of a stock dividend.

Dividends on the Company's Class A and Class B common stock
totaled $.20 per share and $.17 per share, respectively, in 1999
and $.17 per share and $.145 per share, respectively, in 1998.

In November, 1999, the Company entered into a new unsecured
credit agreement with a number of banks that provides for a five
year $125 million term loan for the repurchase of shares of its
common stock through May, 2000 and a three year $75 million
revolving credit facility available for general corporate
purposes, including cash borrowings and issuances of letters of
credit.  The revolving credit facility expires November 3, 2002.

There were no outstanding borrowings against the revolving credit
arrangement at January 1, 2000, with $44 million outstanding on
the term loan.  The Company believes that the new 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, required payments on
long term debt, and business development needs.

FORWARD-LOOKING STATEMENTS

This report contains certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding future unit shipments,
planned store expansions and store closings, future comparable
store net sales, future inventory levels and valuation
implications, future growth in royalty income, future effective
income tax rate, planned capital expenditures and depreciation
and amortization expenses, and future cash needs.  In addition,
from time to time, the Company may issue press releases and other
written communications, and representatives of the Company may
make oral statements which contain forward-looking information.
Except for historical information, matters discussed in such oral
and written communications, including this report, are forward-
looking statements.  Such forward-looking statements are based on
current assumptions and expectations that involve risks and
uncertainties. Actual results may differ materially.

The Company's future results of operations and financial position
can be influenced by such factors as the level of consumer
spending for apparel, particularly in the children's wear
segment, overall consumer acceptance of the Company's product
styling, the financial strength of the retail industry,
including, but not limited to, business conditions and the
general economy, natural disasters, competitive factors, risk of
non-payment of accounts receivable, the unanticipated loss of a
major customer, failure of Company suppliers to timely deliver
needed raw materials, as well as risk associated with foreign
operations.  In addition, the inability to ship Company products
within agreed timeframes due to unanticipated manufacturing
delays or the failure of Company contractors to deliver products
within scheduled timeframes 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 financial, political or other related difficulties
were to adversely impact the Company's contractors in the Asian
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Interest Rate Risk

The credit agreement entered into by the Company in November,
1999 provides for $125 million to finance repurchases of the
Company's common stock and a $75 million revolving credit
facility available for general corporate purposes.  Borrowings
under this agreement bear interest at a variable rate, based on
the London Interbank Offered Rates.  Accordingly, the Company is
affected by interest rate changes on its long-term debt.
Management monitors this risk by carefully analyzing the short-
term rates on its long-term debt portfolio and comparable long-
term interest rates.  The Company does not presently hedge its
interest rate risk.  With respect to this debt, a 1% change in
interest rates would not have a material impact on the Company's
interest expense for fiscal 2000.

Foreign Currency Risk

The Company contracts for the manufacture of apparel with
contractors in Asia, Central America, and Mexico.  While these
contracts are stated in terms of U.S. dollars, there can be no
assurance that the cost for the production of the Company's
products will not be affected by exchange fluctuations between
the United States and the local currencies of these contractors.
 Due to the number of currencies involved, the Company cannot
quantify the potential impact of future currency fluctuations on
net income in future years.  The Company does not hedge its
exchange rate risk.

Inflation Risk

The Company manages its inflation risks by ongoing review of
product selling prices and production costs.  Management does not
believe that inflation risks are material to the Company's
business, its consolidated financial position, results of
operations, or cash flows.

Investment Risk

The Company does not believe it has material exposure to market
risk with respect to any of its investments; the Company does not
utilize market rate sensitive instruments for trading or other
purposes.  For information regarding the Company's investments,
refer to the "Cash equivalents" and "Investments" notes to the
consolidated financial statements on page 19 of this Form 10-K.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                 Page

Financial Statements:
Report of Independent Auditors							                            	24
Consolidated Balance Sheets - January 1, 2000 and
  January 2, 1999                                           		   	25
Consolidated Statements of Income - years ended
  January 1, 2000, January 2, 1999 and December 31, 199					      26
Consolidated Statements of Changes in Shareholders' Equity -
  years ended January 1, 2000, 	January 2, 1999 and
  December 31, 1997		                                             27
Consolidated Statements of Cash Flows - years ended
  January 1, 2000, January 2, 1999 and December 31, 1997					    	28
Notes to Consolidated Financial Statements					                  	29


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
January 1, 2000 and January 2, 1999 and the related consolidated
statements of income, changes in shareholders' equity and cash
flows for each of the three years in the period ended January 1,
2000.  Our audits also included the financial statement schedule
listed in the Index at Item 14(a).  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

	We conducted our audits in accordance with auditing
standards generally accepted in the United States.  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 overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for 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 January 1, 2000 and January
2, 1999, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended
January 1, 2000, in conformity with accounting principles
generally accepted in the United States.  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.

Milwaukee, Wisconsin
January 28, 2000


                   OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets
               (Dollars in thousands, except per share amounts)


                                                     January 1,    January 2,
                                                        2000          1999
ASSETS
Current assets
 Cash and cash equivalents                           $   9,093    $   14,308
 Investments                                               511         2,500
 Accounts receivable, less allowances of $3,790
  in 1999 and $4,240 in 1998                            16,514        24,008
 Inventories                                            48,495        65,584
  Prepaid expenses and other current assets                774           862
  Deferred income taxes                                 14,200        16,700
Total current assets                                    89,587       123,962
Property, plant and equipment, net                      31,648        32,380
Deferred income taxes                                    5,400         4,900
Other assets                                             3,064         1,326

Total assets                                         $ 129,699     $ 162,568

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
 Current portion of long-term debt                   $  15,000     $      --
 Accounts payable                                       10,269         7,638
 Accrued liabilities                                    36,976        39,448
Total current liabilities                               62,245        47,086
Long-term debt                                          29,000            --
Employee benefit plan liabilities                       15,015        12,465
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- 10,361,189 shares
   in 1999, 15,668,859 shares in 1998                      104           157
 Class B, authorized-3,750,000 shares;
 Issued and outstanding-2,240,605 shares
  in 1999, 2,260,522 shares in 1998                         23            23
 Retained earnings                                      23,312       102,837
Total shareholders' equity                              23,439       103,017

Total liabilities and shareholders' equity           $ 129,699     $ 162,568

See notes to consolidated financial statements.


                   OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                     Consolidated Statements of Income
             (Dollars in thousands, except per share amounts)

                                                   For the Year Ended

                                           January 1,  January 2,  December 31,
                                              2000        1999         1997

Net sales                                  $ 429,786   $ 423,232   $ 395,196
Cost of products sold                        249,592     257,700     250,815

Gross profit                                 180,194     165,532     144,381

Selling, general and administrative
expenses                                     133,977     124,798     115,439
Royalty income, net                           (7,435)     (8,186)     (7,945)

Operating income                              53,652      48,920      36,887

Other income (expense):
 Interest expense                             (1,469)       (399)       (305)
 Interest income                               1,092         871       1,797
 Miscellaneous                                   (88)        (67)       (192)

Other income (expense) - net                    (465)        405       1,300

Income before income taxes                    53,187      49,325      38,187

Income taxes                                  20,739      19,990      15,629

Net income                                 $  32,448    $ 29,335    $ 22,558

Net income per common share
 Basic                                     $    2.01    $   1.54    $   1.02
 Diluted                                        1.99        1.52        1.02

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)

                                          Common Stock           Additional                 Other
                                    Class A         Class B       Paid-In    Retained  Comprehensive
                                Shares  Amount   Shares  Amount   Capital    Earnings      Income
<S>                             <C>      <C>     <C>      <C>      <C>       <C>            <C>
Balance - December 31, 1996     21,050   $211    2,522    $25      $  --     $137,231       $610
 Net income                         --     --       --     --         --       22,558         --
 Dividends
  - Class A ($.14 per share)        --     --       --     --         --       (2,698)        --
  - Class B ($.12 per share)        --     --       --     --         --         (293)        --
 Foreign currency translation
  Adjustments                       --     --       --     --         --           --        (610)
  Conversions of common shares      74     --      (74)    --         --           --          --
  Stock options exercised           18     --       --     --        126           --          --
  Repurchase and retirement of
   common shares, net           (3,796)   (38)     (84)    (1)      (126)     (43,838)         --

Balance - December 31, 1997     17,346    173    2,364     24         --      112,960          --

 Net income                         --     --       --     --         --       29,335          --
 Dividends
  - Class A ($.17 per share)        --     --       --     --         --       (2,850)         --
  - Class B ($.145 per share)       --     --       --     --         --         (337)         --
 Conversions of common shares      104      1     (104)    (1)        --           --          --
 Stock options exercised           110      1       --     --        779           --          --
 Income tax benefit from stock
  options exercised                 (2)    --       --     --        550           --          --
 Repurchase and retirement of
  common shares, net            (1,889)   (18)      --     --     (1,329)     (36,271)         --

Balance - January 2, 1999       15,669    157    2,260     23         --      102,837          --

 Net Income                         --     --       --     --         --       32,448          --
 Dividends
  - Class A ($.20 per share)        --     --       --     --         --       (2,730)         --
  - Class B ($.17 per share)        --     --       --     --         --         (383)         --
 Conversions of common shares       13     --      (13)    --         --           --          --
 Stock options exercised           126      1       --     --        812           --
 Income tax benefit from stock
   options exercised                --     --       --     --        650           --          --
 Repurchase and retirement of
   common shares,net            (5,447)   (54)      (6)    --     (1,462)    (108,860)         --
Balance - January 1, 2000       10,361   $104    2,241    $23     $   --     $ 23,312         $--

See notes to consolidated financial statements.
</TABLE>

                  OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                  Consolidated Statements of Cash Flows
                         (Dollars in thousands)

                                                    For the Year Ended
                                            January 1, January 2, December 31,
                                               2000       1999        1997
Cash flows from operating activities
 Net income                                  $ 32,448   $ 29,335   $ 22,558
 Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation                                  7,093      8,776     12,301
  Amortization                                    965        630        707
  Loss on disposal of assets                       96        160        275
  Deferred income taxes                         2,000       (300)       600
  Benefit plan expense, net of contributions    2,550       (880)      (318)
  Changes in operating assets and liabilities:
   Accounts receivable                          7,494       (730)    (2,774)
   Inventories                                 17,089      2,642     (1,427)
   Prepaid expenses and other current assets       88        403        625
   Accounts payable                             2,631     (2,635)     4,865
   Accrued liabilities                         (2,472)     4,840     (1,482)
Net cash provided by operating activities      69,982     42,241     35,930

Cash flows from investing activities
 Additions to property, plant and equipment    (7,148)   (11,420)    (6,602)
 Proceeds from disposal of assets                 691      3,054      2,853
 Sale of investments, net                       1,989      6,200      1,340
 Changes in other assets                       (1,703)       (71)    (4,075)
Net cash used in investing activities          (6,171)    (2,237)    (6,484)

Cash flows from financing activities
 Principal from long-term borrowings           44,000         --         --
 Dividends paid                                (3,113)    (3,187)    (2,991)
 Net proceeds from issuance of common shares    1,463      1,330        126
 Repurchase of common shares                 (110,376)   (37,618)   (44,003)
 Other                                         (1,000)        --         --
Net cash used in financing activities         (69,026)   (39,475)   (46,868)

Net increase (decrease) in cash and
 cash equivalents                              (5,215)       529    (17,422)
Cash and cash equivalents at beginning
 of year                                       14,308     13,779     31,201
Cash and cash equivalents at end of year     $  9,093   $ 14,308   $ 13,779
Supplementary disclosures
 Cash paid for interest                      $    512   $    224   $    178
 Cash paid for income taxes                  $ 19,182   $ 20,112   $ 13,565

See notes to consolidated financial statements.


                 	OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
               	Notes to Consolidated Financial Statements
            	(Dollars in thousands, except 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
equivalents are stated at cost, which approximates market
value.

Investments

Investments are classified as available-for-sale
securities and are highly liquid debt instruments. 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 99.5% of total 1999 and 99.1% of total 1998
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, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of."  Depreciation and amortization for
financial reporting purposes are 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

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
$13,803, $12,377, and $11,165, in 1999, 1998, and 1997,
respectively.

Earnings per share

The numerator for the calculation of basic and diluted
earnings per share is net income.  The denominator is
computed as follows (in thousands):

                                                  1999     1998     1997
Denominator for basic earnings per share-
weighted average shares                          16,112   19,072   22,033
Employee stock options (treasury stock method)      208      289      151
Denominator for diluted earnings per share       16,320   19,361   22,184


In 1999, the Company had 361,000 employee stock options
that are antidilutive and, accordingly, are not included
in the diluted earnings per share calculations.  No
options were antidilutive in 1998 or 1997.

Fiscal year

The Company adopted a change in its fiscal year during
1998 from a calendar year to a 52/53 week year ending on
the Saturday closest to December 31.  Fiscal 1999 included
52 weeks and ended on January 1, 2000.  Fiscal 1998
included 52 weeks plus three days and ended on January 2,
1999.  Fiscal 1997 was a calendar year ended on December
31. All references to years in this report refer to the
fiscal years described above.

Comprehensive income

Comprehensive income equaled net income in 1999 and 1998,
and amounted to $21,948 in 1997.  The difference between
net income and comprehensive income in 1997 represents
foreign currency translation adjustments.

NOTE 2.    INVENTORIES

A summary of inventories follows:

                            January 1,     January 2,
                              2000           1999

Finished goods              $ 37,262       $ 55,005
Work in process                9,352          9,333
Raw materials                  1,881          1,246
Total                       $ 48,495       $ 65,584


The replacement cost of inventory exceeds the above LIFO
costs by $11,381 and $13,899 at January 1, 2000
and January 2, 1999, respectively.

Partial liquidation of certain LIFO layers in 1999,
1998, and 1997 increased net income by
approximately $1,338, $391, and $577, respectively.

NOTE 3.		PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment follows:

                                                January 1,     January 2,
                                                  2000            1999

Land and improvements                           $  3,191       $  3,246
Buildings                                         13,972         13,822
Leasehold improvements                            15,613         14,659
Machinery and equipment                           34,342         33,861
Total                                             67,118         65,588
Less: accumulated depreciation and amortization   35,470         33,208
Property, plant and equipment, net              $ 31,648       $ 32,380


NOTE 4.	CREDIT AGREEMENTS

 	In November, 1999, the Company entered into a new
unsecured credit agreement with a number of banks that
provides for a five year $125,000 term loan for the
repurchase of shares of its common stock through May,
2000, and a three year $75,000 revolving credit facility
available for general corporate purposes, including cash
borrowings and issuances of letters of credit.  The
revolving credit facility expires November 3, 2002.

Under the terms of the agreement, interest rates are
determined at the time of borrowing and are based on
London Interbank Offered Rates plus additional basis
points based on the Company's financial ratios
(effectively 8.0% at January 1, 2000).  Commitment fees of
 .275% are required on the unused revolving credit facility
and term loan.  The Company is required to maintain
certain financial ratios in connection with this
agreement.

There were no outstanding borrowings against the revolving
credit arrangement at January 1, 2000, with $44,000
outstanding on the term loan which is payable in annual
installments of $15,000.  Letters of credit of
approximately $22,509 were outstanding at January 1, 2000,
with $52,491 of the unused revolving credit facility
available for borrowing.

Annual maturities of principal on long-term debt are as
follows:

Fiscal Year
 2000                    $ 15,000
 2001                      15,000
 2002                      14,000
Total                    $ 44,000


NOTE 5.	ACCRUED LIABILITIES

A summary of accrued liabilities follows:


                                 January 1,     January 2,
                                    2000           1999

Compensation                     $  5,780       $  5,051
Workers' compensation               9,550         10,250
Income taxes                        5,468          6,627
Restructuring costs                 2,976          4,032
Other                              13,202         13,488
Total                            $ 36,976       $ 39,448


In 1996, the Company recorded special charges related to
the discontinuance of the Company's Genuine Kids retail
store chain, wind down of the Company's European
subsidiary and closing certain manufacturing facilities.
The restructuring reserve at January 1, 2000 is considered
adequate for remaining plans and related contingencies.

NOTE 6.	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:

Fiscal Year
 2000                            $ 12,706
 2001                              10,698
 2002                               9,003
 2003                               7,402
 2004                               4,643
 Thereafter                         3,857
Total minimum lease payments     $ 48,309

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

                                1999        1998       1997
 Minimum rentals              $ 15,754   $ 16,352   $ 15,005
Contingent rentals               1,191        961        800
Total rent expense            $ 16,945   $ 17,313   $ 15,805


NOTE 7.	INCOME TAXES

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

                                1999         1998       1997
Current:
 Federal                     $ 15,322     $ 16,666    $ 12,396
 State and local                3,417        3,624       2,633
Deferred                        2,000         (300)        600
Total                        $ 20,739     $ 19,990    $ 15,629


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:
                                           January 1,     January 2,
                                             2000           1999
                                            [Assets (Liabilities)]
Current deferred taxes
 Accounts receivable allowances            $  1,274       $  1,225
 Inventory valuation                          3,841          4,964
 Accrued liabilities                          6,169          6,584
 Restructuring costs                          1,153          2,052
 Valuation reserves and other                 1,763          1,875
Total net current deferred tax assets      $ 14,200       $ 16,700
Non-current deferred taxes
 Depreciation                              $   (195)      $     61
 Deferred employee benefits                   5,758          4,940
 Trademark                                      478            501
 Other                                         (641)          (602)
Total net non-current deferred tax assets  $  5,400       $  4,900


Substantially all income is subject to United States
taxation.  A reconciliation of the federal statutory
income tax rate to the effective tax rates reflected in
the consolidated statements of income follows:

                                            1999     1998     1997
Federal statutory tax rate                  35.0%    35.0%    35.0%
Differences resulting from:
 State and local income taxes, net of
 federal income tax benefit                  4.5      4.6      4.7
 Other                                       (.5)      .9      1.2
Total                                       39.0%    40.5%    40.9%


NOTE 8.  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 $3,454, $3,017, and $2,950 for 1999, 1998, and
1997, respectively.

Defined benefit plans

The Company sponsors several defined benefit pension
plans covering certain hourly and salaried employees.
The Company also sponsors an unfunded defined benefit
postretirement life and health insurance plan that covers
qualifying salaried employees.

The actuarial computations utilized the following
assumptions as applicable for the most significant plans:

                                                  1999    1998     1997
Discount rate                                      7.5%    6.5%     7.0%
Expected long-term rate of return on  assets       9.0%    9.0%     9.0%
Rates of increase in compensation levels         0-4.5%  0-4.5%   0-4.5%

Net periodic pension cost was comprised of:

                                                 1999     1998      1997
Service cost                                   $ 2,276  $ 2,052   $ 1,685
Interest cost                                    2,248    2,006     2,004
Expected return on plan assets                  (2,841)  (2,531)   (2,123)
Amortization of prior service cost                 468      347       457
Amortization of transition obligation             (156)    (156)     (156)
Recognized actuarial gain                         (313)    (401)     (165)
Net periodic pension cost                      $ 1,682  $ 1,317   $ 1,702

A reconciliation of changes in pension benefit obligation
and plan assets follows:

                                                  1999      1998
Change in benefit obligation
 Benefit obligation at beginning of year       $ 34,501   $ 31,252
 Service cost                                     2,276      2,052
 Interest cost                                    2,248      2,006
 Amendments                                         270         30
 Actuarial (gain) loss                           (5,850)       764
 Benefits paid                                   (1,171)    (1,603)
 Benefit obligation at end of year               32,274     34,501

Change in plan assets
 Fair value of plan assets at beginning of year  28,865     27,864
 Actual return on plan assets                     4,592      2,188
 Company contributions                            2,534        416
 Benefits paid                                   (1,171)    (1,603)
 Fair value of plan assets at end of year        34,820     28,865

Funded status
 Funded status of plan (underfunded)              2,546     (5,636)
 Unrecognized net actuarial loss                (12,944)    (4,599)
 Unrecognized prior service cost                  2,316      2,514
 Unrecognized transition obligation                (615)      (771)
Prepaid (accrued) benefit cost                 $ (8,697)  $ (8,492)


Amounts recognized in the Consolidated Balance Sheets:

                                                  1999       1998
Accrued benefit liability                      $ (9,217)  $ (8,940)
Prepaid benefit cost                                520        448
                                               $ (8,697)  $ (8,492)


Amounts applicable to the Company's pension plans with
projected benefit obligations  (PBO) or accumulated
benefit obligation (ABO) in excess of plan assets are as
follows:
                                        PBO and        PBO >        ABO >
                                     ABO > Assets     Assets       Assets
                                       January 1,   January 2,   January 2,
                                         2000          1999         1999
Projected benefit obligations         $  5,293     $  33,244     $  6,744
Accumulated benefit obligations          4,524        24,600        5,768
Fair value of plan assets                2,523        27,582        4,134

Defined contribution plans

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
$1,125, $1,179, and $828, for 1999, 1998, and 1997,
respectively.

The Company maintains a retirement 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 $427, $413, and $376, for 1999,
1998, and 1997, 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 $220,
$108, and $44 for 1999, 1998, and 1997, respectively.

Deferred employee benefit plans

The Company has deferred compensation and supplemental
retirement arrangements with certain key officers.

NOTE 9.	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 $1.875 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 $1.875 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 November, 1999, the Company acquired 3,498,300 shares
of its Class A common stock and 6,805 shares of its Class
B common stock in conjunction with its Dutch Auction
tender offer.  Under the term of the Dutch Auction tender
offer, all shares purchased were at $21 per share, which
totals approximately $72,900.

On December 6, 1999, the Company's Board of Directors
authorized a repurchase program for up to 1.5 million
shares of its Class A common stock.  During 1999, the
Company repurchased 253,900 shares of its Class A common
stock under this program for approximately $4,800.  For
all of 1999, the Company repurchased 5,446,642 shares of
its Class A common stock and 6,805 shares of its Class B
common stock under its current and prior repurchase
programs and Dutch Auction tender offer for approximately
$110,400.

During 1998, the Company repurchased 1,888,500 shares of
its Class A common stock under its current and prior
repurchase programs for approximately $37,600 and during
1997, the Company repurchased approximately 3,796,000
shares of its Class A common stock and approximately
84,000 shares of its Class B common stock for
approximately $44,000.

On August 10, 1998, the Company's Board of Directors
declared a two-for-one stock split for Class A and Class
B common stock, effected in the form of a stock dividend.
 Shareholders' equity and all share and per share data
have been restated to reflect this dividend.

Options

The Company has elected to follow Accounting Principles
Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees," in accounting for its employee stock
options.  Under APB No. 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 and
the number of shares granted is fixed, 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 2,940,000 of the Company's Class
A common stock.  As of January 1, 2000, 1,263,100 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 1999, 1998, and 1997, respectively: risk-
free interest rates of  5.10%, 5.57%, and 6.42%;
dividends of $.20 in 1999 and 1998, and $.14 in 1997;
volatility factors of the expected market price of the
Company's common stock of  .575, .472, and .406; 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:

                                                1999       1998       1997
Net income as reported                       $ 32,448   $ 29,335   $ 22,558
Pro forma net income                           31,947     28,560     22,230
Net income per common share as reported
 Basic                                           2.01       1.54       1.02
 Diluted                                         1.99       1.52       1.02
Pro forma net income per common share
 Basic                                           1.98       1.50       1.01
 Diluted                                         1.97       1.48       1.00


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

<TABLE>
                               1999                         1998                        1997
                                    Weighted-                     Weighted-                   Weighted-
                      Options        average       Options         average      Options        average
                       (000)     exercise price     (000)      exercise price    (000)     exercise price
<S>                    <C>           <C>            <C>            <C>            <C>          <C>
Outstanding-
 beginning of year     1,082         $   11          864           $    8         604          $     7
Granted                  342             19          347               19         340                8
Exercised               (207)             8         (110)               8         (18)               8
Forfeited                (24)            14          (19)              13         (62)               8
Outstanding-
 end of year           1,193         $   14        1,082           $   11          864         $     8
Exerciseable
 at end of year          448         $   11          370           $    8          206         $     8
Weighted-average
 fair value of options
 granted during year                  $7.70                        $ 7.25                      $  2.47
</TABLE>

<TABLE>
                                  Options outstanding               	      Options exerciseable
                                          Weighted-
                                           average        Weighted-                 Weighted-
               Range of       Number      remaining       average         Number    Average
          exercise prices  outstanding  contract life  exercise price  outstanding  exercise
           <S>                <C>             <C>           <C>            <C>        <C>
           $  7 to  $  9        530           6.4           $  8           330        $  8
           $ 18 to  $ 21        663           8.7           $ 19           118        $ 19
                              1,193                                        448
</TABLE>


NOTE 10.	BUSINESS AND CREDIT CONCENTRATIONS

The Company operates principally in one segment: the
design, sourcing, and marketing of apparel.  Operations
of the Company occur primarily within the United States
and its customers are not concentrated in any geographic
region.

The Company provides credit, in the normal course of
business, to department and specialty stores.  The
Company performs ongoing credit evaluations of its
customers and maintains allowances for potential credit
losses.

In 1999, 1998, and 1997, sales to a wholesale customer,
as a percentage of net sales, amounted to approximately
12%, 12%, and 11%, respectively.

NOTE 11.	LITIGATION

The Company is subject to various legal actions and
proceedings in the normal course of business.  Although
litigation is subject to many uncertainties and the
ultimate exposure with respect to these matters cannot be
ascertained, management does not believe the final
outcome will have a significant effect on the
consolidated financial statements.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

	     None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

      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 5, 2000.

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 5, 2000.

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 5, 2000.

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 5, 2000.


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

         	None

(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 Company'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, previously
               filed as exhibit 3.2 to the Company's Annual Report on
               Form 10-K for the fiscal year ended December 31, 1997,
               Commission File Number 0-13365, is incorporated herein
               by reference.

	      *10.1	  OshKosh B'Gosh, Inc. Profit Sharing Plan, as amended.

       *10.2	 	OshKosh B'Gosh, Inc. Pension Plan, as amended.

      	*10.3	  OshKosh B'Gosh, Inc. Executive Non-Qualified Profit
               Sharing Plan, as amended.

       *10.4	  OshKosh B'Gosh, Inc. Excess Benefit Plan, as amended.

      	*10.5	  OshKosh B'Gosh, Inc. Executive Deferred Compensation
               Plan, as amended.

      	*10.6	  OshKosh B'Gosh, Inc. Officers Medical and Dental
               Reimbursement Plan, as amended, previously filed as
               Exhibit 10.18 to the Company'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	  OshKosh B'Gosh, Inc. 1994 Incentive Stock Plan, as amended.

       	10.8	  OshKosh B'Gosh, Inc. 1995 Outside Director's Stock Option
               Plan, as amended, previously filed as Exhibit 10.14 to
               the Company's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1997, Commission File Number
               0-13365, is incorporated herein by reference.

      	*10.9	  OshKosh B'Gosh, Inc. Flexible Nonstandardized 401(k)
               Adoption Agreement and Smith Barney Prototype Defined
               Contribution Plan Document #05, as amended.

       10.10	  Credit agreement between OshKosh B'Gosh, Inc. and
               Firstar Bank Milwaukee, N.A. and participating banks,
               dated as of November 3, 1999.

       	 21.	  The following is a list of subsidiaries of the Company
               as of January 1, 2000.  The consolidated financial
               statements reflect the operations of all subsidiaries
               as they existed on January 1, 2000.

                                                              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 Asia/Pacific Ltd. (Inactive)     Hong Kong
               OshKosh B'Gosh Deutschland GmbH (Inactive)      Germany
               OshKosh B'Gosh Investments, Inc.                Nevada
               Oshkosh B'Gosh Retail, Inc.                     Delaware
               Millennia Manufacturing SRL de CV               Mexico


 	       23.  	Consent of Ernst & Young LLP, Independent Auditors

	        27.	  Financial Data Schedule

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


                                 SIGNATURES

Date:  March 28, 2000

Pursuant to the requirements of Section 13 of 15(d) of the
Securities Exchange Act of 1934, the Company 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 Company 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

/S/ ORREN J. BRADLEY		         		Chairman, Audit Committee

Date:  March 28, 200


                 OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                               Schedule II


Valuation and Qualifying Accounts
(Dollars in Thousands)

                                                 1999       1998       1997
Accounts receivable - allowances:
 Balance at beginning of period               $  4,240   $  4,225   $  5,474
 Charged to costs and expenses                  17,437     15,997     11,836
 Deductions - bad debts written off,
  net of recoveries and other allowances       (17,887)   (15,982)   (13,085)

 Balance at end of period                     $  3,790   $  4,240   $  4,225

                                                 1999       1998       1997
Restructuring costs:
 Balance at beginning of period               $  4,032   $  7,938   $ 10,694
 Actual restructuring costs incurred            (1,056)    (3,906)    (2,756)

 Balance at end of period                     $  2,976   $  4,032   $  7,938


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 28, 2000, 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 January 1, 2000.

                                 						ERNST & YOUNG LLP

Milwaukee, Wisconsin
March 28, 2000