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

                X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                          THE SECURITIES EXCHANGE ACT OF 1934
                       For the fiscal year ended DECEMBER 31, 1995
                                                OR
                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from ________ to _________

                              Commission File No. 0-13365

                                  OshKosh B'Gosh, Inc.

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

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

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

             Indicate by check mark whether the registrant (1) has filed
             all reports required to be filed by Section 13 or 15(d) of the
             Securities Exchange Act of 1934 during the preceding 12 months
             (or for such shorter period that the Registrant was required
             to file such reports), and (2) has been subject to such filing
             requirements for the past 90 days.
                               Yes    X            No---

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

             As of March 15, 1996, there were outstanding 11,189,387 shares
             of Class A Common Stock and 1,266,413 shares of Class B Common
             Stock, of which 9,239,201 shares and 226,039 shares,
             respectively, were held by non-affiliates of the registrant. 
             Based upon the closing sales prices as of March 15, 1996, the
             aggregate market value of the Class A Common Stock and Class B
             Common Stock held by non-affiliates was $143,207,615.50 and
             $4,337,123.31, respectively.

                          DOCUMENTS INCORPORATED BY REFERENCE

             OshKosh B'Gosh, Inc definitive Proxy Statement for its annual
             meeting to be held on May 3, 1996 (or such later date as the
             directors may determine), incorporated into Part III.



                                         INDEX

             PART I                                                    PAGE
             Item 1.   Business                                         1  
                       (a) General Development of Business              1  
                       (b) Financial Information About Industry Segments2  
                       (c) Narrative Description of Business            2  
                            Products                                    2  
                            Raw Materials, Manufacturing and Sourcing   3  
                            Trademarks                                  4  
                            Seasonality                                 5  
                            Working Capital                             5  
                            Sales and Marketing                         5  
                            Backlog                                     6  
                            Competitive Conditions                      6  
                            Environmental Matters                       7  
                            Employees                                   7  

             Item 2.   Properties                                       7  

             Item 3.   Legal Proceedings                                8  

             Item 4.   Submission of Matters to a Vote of Security Holders8


             PART II

             Item 5.   Market for the Registrant's Common Stock and Related
                       Stockholder Matters                              9  

             Item 6.   Selected Financial Data                         10  

             Item 7.   Management's Discussion and Analysis of Results
                       of Operations and Financial Condition           10  

             Item 8.   Financial Statements and Supplementary Data     16  

             Item 9.   Disagreements  on  Accounting   and  Financial
                       Disclosure                                      32  

             PART III
             Item 10.  Directors and Executive Officers of the Registrant32


             Item 11.  Executive Compensation                          32  

             Item 12.  Security Ownership of Certain Beneficial Owners 33  
                       and Management

             Item 13.  Certain Relationships and Related Transactions  33  

             PART IV

             Item 14.  Exhibits, Financial Statement Schedules, and
                       Reports on Form 8-K                             33  





             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 sells apparel for the children's wear, youth wear,
             and men's wear markets.  While its heritage is in the men's
             workwear market, the Company is currently best known for its
             line of high quality children's wear.  The children's wear and
             youth wear business represented approximately 92% of
             consolidated Company revenues for 1995.  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 also leverages the economic value of the OshKosh
             B'Gosh name via both domestic and international licensing
             agreements.

                  The Company's long-term strategy is to provide high
             quality, high value clothing for the entire family.  Toward
             this end the Company continues to expand its business lines
             and avenues for marketing its products.  In 1990, the Company
             acquired Essex Outfitters, Inc. ("Essex"), a vertically
             integrated children's  and youth wear retailer marketed under
             the Boston Trader label through a licensing agreement with
             Boston Trader Ltd.  In 1994, the Company merged the operations
             of Essex into OshKosh B'Gosh, Inc. and created a new brand
             name, Genuine Kids , for the line of children's and youth wear
             formerly marketed under the Boston Trader label.  The Genuine
             Kids line of apparel is sourced from third party
             manufacturers, primarily offshore, and sold primarily through
             a chain of 92 domestic retail stores.  

                  OshKosh B'Gosh International Sales, Inc. was created in
             1985 for the sale of OshKosh B'Gosh products to foreign
             distributors.  In 1990, the Company formed OshKosh B'Gosh
             Europe, S.A. in conjunction with a joint venture with Poron
             Diffusion, S.A. to provide further access to European markets.

             In 1992 the Company acquired Poron's 49% interest in OshKosh
             B'Gosh Europe, S.A.  During 1993 OshKosh B'Gosh made moves to
             strategically position itself for international expansion. 
             OshKosh B'Gosh/Asia Pacific Ltd. was created in Hong Kong to
             oversee licensees and distributors in the Pacific Rim, to
             assist international licensees with the sourcing of product,
             and to expand the Company's presence in that region.  OshKosh
             B'Gosh U.K. Ltd. and OshKosh B'Gosh Deutschland GmbH,
             incorporated in the United Kingdom and Germany respectively,
             were established to increase sales emphasis in those
             countries. 

                  The Company's chain of 80 domestic OshKosh B'Gosh factory
             outlet stores sells irregular and first quality OshKosh B'Gosh
             merchandise throughout the United States.  In 1994, the

                                           1
<PAGE>


             Company opened an OshKosh B'Gosh showcase store in New York
             City bringing total domestic stores to 81.  In addition,
             Oshkosh B'Gosh Europe opened showcase stores in London and
             Paris during 1994.  The showcase stores are designed to
             reinforce awareness and demand for OshKosh B'Gosh as a global
             brand.  In 1993, the Company distributed its first children's
             wear mail order catalog.  Due to low sales volume the decision
             was made to discontinue the catalog sales as of December 31,
             1995. 

                  The Company has been expanding its utilization of off-
             shore sourcing as a cost-effective means to produce its
             products and to this end leased a production facility in
             Honduras in 1990 through its wholly owned subsidiary
             Manufacturera International Apparel S.A.  As a part of the
             Company's ongoing review of its internal manufacturing
             capacity, operational effectiveness, and alternative sourcing
             opportunities, during 1995 the Company decided to close two of
             its operating facilities and downsize an operating facility.

                  For the last nine years the Company has licensed its name
             for use on footwear.  In 1995, the Company began sourcing
             footwear itself and distributed its first footwear line in the
             fall of 1995.

             (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 men's casual and work wear clothing under the
             OshKosh, OshKosh B'Gosh, Baby B'Gosh , Genuine Kids  or
             OshKosh  Men's Wear labels.  The products are distributed
             primarily through better quality department and specialty
             stores, 173 Company owned domestic stores, direct mail
             catalogs and foreign retailers.  The children's wear and youth
             wear business, which is the largest segment of the business,
             accounted for approximately 92% of 1995 sales compared to
             approximately 94% of such sales in both 1994 and 1993.

                  The children's wear and youth wear business is targeted
             to reach the middle to upper middle segment of the sportswear
             market.  Children's wear is in size ranges from newborn/infant
             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 organized
             primarily in a collection format whereby the products in that
             collection share a primary design theme which is carried out
             through fabric design, screenprint, embroidery, and trim
             applications.  The Company also offers basic denim products

                                           2


             with multiple wash treatments.  The 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.

                  The men's wear line is the original business that started
             the Company in 1895.  The current line comprises the
             traditional bib overalls, several styles of waistband-work,
             carpenter, and painters-pants, five pocket jeans, work shirts
             and flannel shirts as well as coats and jackets.  The line is
             designed with a full array of sizes up to and including size
             60 inch waists and 5x size shirts.

                  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.  In general, the Company's products are
             traditional in nature and not intended to be "designer" items.

             In designing new products and styles, the Company attempts to
             incorporate current trends and consumer preferences in its
             traditional product offerings.

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

             Raw Materials, Manufacturing, and Sourcing

                  All raw materials used in the manufacture of Company
             products are purchased from unaffiliated suppliers.  The
             Company procures and purchases its raw materials directly for
             its owned manufacturing facilities and may also procure and
             retain ownership of fabric relating 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 1995,
             approximately 74% of the Company's direct expenditures for raw
             materials (fabric) were from its five largest suppliers, with
             the largest such supplier accounting for approximately 24% 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 independent suppliers. 
             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.



                                           3


                  Production administration is primarily coordinated from
             the Company's headquarters facility in Oshkosh with most
             production taking place in its one Wisconsin, six Tennessee,
             and four Kentucky plants.  Overseas labor is also accessed
             through a leased sewing plant in Honduras, where cut apparel
             pieces are received from the United States and are reimported
             by OshKosh B'Gosh as finished goods.  In addition, product is
             produced by contractors in 16 countries and imported into the
             United States.

                  The majority of the product engineering and sample
             making, allocation of production among plants and independent
             suppliers, material purchases and invoice payments is done
             through the Company's Oshkosh headquarters.  All designs and
             specifications utilized by independent manufacturers are
             provided by the Company.  While no long-term, formal
             arrangements exist with these manufacturers, the Company
             considers these relationships to be satisfactory.  The Company
             believes it could obtain adequate alternative production
             capacity if any of its independent manufacturers become
             unavailable.

                  Because higher quality apparel manufacturing is generally
             labor intensive (sewing, pressing, finishing and quality
             control), the Company has continually sought to upgrade its
             manufacturing and distribution facilities.  Economies are
             therefore realized by 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 two of the Company's eleven plants, with all
             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.

             Trademarks

                  The Company utilizes the OshKosh , OshKosh B'Gosh , Baby
             B'Gosh  or Genuine Kids  trademarks on most of its products,
             either alone or in conjunction with a white triangular

                                           4


             background.  In addition, "The Genuine Article " is
             embroidered on the small OshKosh B'Gosh  patch to signify
             apparel that is classic in design and all-but-indestructible
             in quality construction.  The Company currently uses
             approximately 24 registered and 22 unregistered trademarks in
             the United States and has registered trademarks in 84 other
             countries.  These trademarks and universal awareness of the
             OshKosh B'Gosh name are significant in marketing the products.



             Seasonality

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

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

                  The Company's business is increasingly seasonal, with
             highest sales and income in the third quarter which is the
             Company's peak wholesale shipping period and a major retail
             selling season at its retail outlet 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 outlet store sales during this
             period.  The Company anticipates this seasonality trend to
             continue to impact 1996 quarterly sales and income.

             Working Capital

                  Working capital needs are affected primarily by inventory
             levels, outstanding accounts receivable and trades payable. 
             The Company maintains a credit agreement with a number of
             banks which provides a $60 million revolving credit facility
             and a $40 million revocable demand line of credit for cash
             borrowings, issuance of commercial paper and letters of
             credit.  The agreement expires in June 1997.  There were no
             outstanding borrowings against these credit arrangements at
             December 31, 1995.  Letters of credit of approximately $19
             million were outstanding at December 31, 1995.

                  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 manufacturers.

             Sales and Marketing

                  Company products are sold primarily through better
             quality department and specialty stores, although sales are
             also made through direct mail catalog companies, foreign

                                           5


             retailers and other outlets, including 172 Company operated
             domestic retail and factory outlet stores and one retail
             showcase store.  No one customer accounted for more than 10%
             of the Company's 1995 sales.  The Company's largest ten and
             largest 100 customers accounted for approximately 42% and 62%
             of 1995 sales, respectively.  In 1995, the Company's products
             were sold to approximately 3,200 wholesale customers
             (approximately 9,600 stores) throughout the United States, and
             a sizeable number of international accounts.

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

                  Direct advertising in consumer and trade publications is
             the primary method of advertising used.  The Company also
             offers a cooperative advertising program, paying half of its
             customers' advertising expenditures for their products,
             generally up to two percent of the higher of the customer's
             prior or current year's gross purchases from the Company.  

             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 preference.  The Company
             believes that it competes primarily on the basis of quality,
             style, and consumer recognition and to a lesser extent on the
             basis of service and price.  The Company is focusing attention
             on the issue of price and service and has taken and will
             continue to take steps to reduce costs, become more


                                           6

             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.  In the
             Company's primary channel of distribution, department and
             specialty stores, it holds the largest share of the branded
             children's wear market.

             Environmental Matters

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

             Employees

                  At December 31, 1995, the Company employed approximately
             6,500 persons.  Approximately 41% of the Company's personnel
             are covered by collective bargaining agreements with the
             United Garment Workers of America.

                  The Company considers its relations with its personnel to
             be good.


             ITEM 2. PROPERTIES

                  The Company's principal executive and administrative
             offices are located in Oshkosh, Wisconsin.  Its principal
             office, manufacturing and distribution operations are
             conducted at the following locations:

                                      Approximate
                                      Floor Area in       Principal
             Location                 Square Feet         Use       

             Albany, KY                   20,000          Manufacturing
             Byrdstown, TN                32,000          Manufacturing
             Celina, TN                  100,000          Manufacturing
             Celina, TN                   90,000
             Laundering/Pressing
             Columbia, KY                 78,000          Manufacturing
             Columbia, KY                 23,000          Manufacturing
             Dallas, TX (1)                1,995          Sales
                                                          Offices/Showroom
             Gainesboro, TN               61,000          Manufacturing
             Gainesboro, TN               29,000          Warehousing
             Jamestown, TN                43,000          Manufacturing
             Liberty, KY                 218,000          Manufacturing/
                                                          Warehousing
             Liberty, KY (2)              32,000          Warehousing


                                           7


             New York City, NY (3)        18,255          Sales
                                                          Offices/Showrooms
             Oshkosh, WI                  99,000          Exec. & Operating
                                                          Co. Offices
             Oshkosh, WI                  88,000          Manufacturing
             Oshkosh, WI                 128,000          Distribution/
                                                          Warehousing
             Red Boiling Springs,TN       41,000          Manufacturing
             White House, TN             284,000          Distribution/
                                                          Warehousing

             All properties are owned by the Registrant with the exception
             of:
             (1) Lease expiration date - 1998 , (2) Lease expiration date -
             1999, (3) Lease expiration date - 2007.

                  The Company believes that its properties are well
             maintained and its manufacturing equipment is in good
             operating condition and sufficient for current production.

                  Substantially all of the Company's retail stores occupy
             leased premises.  For information regarding the terms of the
             leases and rental payments thereunder, refer to the "Leases"
             note to the consolidated financial statements on page 26 of
             this Form 10-K.



             ITEM 3. LEGAL PROCEEDINGS

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



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

             None.



                                           8


             PART II

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

               STOCKHOLDER MATTERS.


                                       Quarterly Common Stock Data


                                    1995                        1994
                          Stock Price     Dividends   Stock Price    Dividends
                          High    Low     Per Share   High    Low    Per Share

Class A Common Stock
  1st                    $15     $13-1/2  $ 0.07    $21-3/4 $14-1/2 $  0.1025
  2nd                     16-3/4  14        0.07     15      12-1/4    0.1025
  3rd                     18      15-1/2    0.07     15-1/2  13-1/2    0.1025
  4th                     17-1/2  11-1/2    0.07     15-1/4  13        0.07

Class B Common Stock
  1st                    $15     $13-1/2  $ 0.06    $22     $16-3/4 $  0.09
  2nd                     16-1/2  14-1/4    0.06     17      13-3/4    0.09
  3rd                     18      16-1/4    0.06     15-1/2  14        0.09
  4th                     18-3/4  17-1/4    0.06     15-1/4  13-1/2    0.06


                  The Company's Class A common stock and Class B common
             stock trade on the Over-The-Counter market and are quoted on
             NASDAQ under the symbols GOSHA and GOSHB, respectively.  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 has paid cash dividends on its common stock
             each year since 1936.  The Company's Certificate of
             Incorporation requires that when any dividend (other than a
             dividend payable solely in shares of the Company's stock) is
             paid on the Company's Class B Common Stock, a dividend equal
             to 115% of such amount per share must concurrently be paid on
             each outstanding share of Class A Common Stock.  Company
             management currently expects that quarterly dividends
             comparable to dividends paid in 1995 will continue.

                  As of February 16, 1996, there were 1,721 Class A common
             stock shareholders of record and 176 Class B common stock
             shareholders of record.













                                           9
<PAGE>

             ITEM 6. SELECTED FINANCIAL DATA

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

                                        Year Ended December 31, 
                                 1995       1994     1993    1992      1991
Financial Results                                             

Net  Sales                   $ 432,266 $  363,363 $ 340,186 $346,206 $ 365,173
Net  Income                     10,947      7,039     4,523   15,135*   23,576
Return on Sales                    2.5%       1.9%      1.3%     4.4%      6.5%

Financial Condition                                           

Working Capital              $  95,414 $  101,946 $ 111,794 $111,075 $ 106,803
Total Assets                   208,579    217,211   229,131  226,195   214,963
Shareholders' Equity           150,078    158,814   171,998  175,153   167,380

Data per Common Share

Net  Income                  $     .85 $      .50 $     .31 $   1.04* $   1.62
Cash Dividends Declared                                      
  Class A                          .28      .3775     .5125    .5125     .5125
  Class B                          .24        .33       .45      .45       .45
Shareholders' Equity             12.05      11.76     11.79    12.01     11.48


             * After a charge of $601 or $.04 per share to reflect
             cummulative effect of change in accounting for nonpension
             postretirement benefits.  



             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 and the percentage change in dollar
             amounts compared to the previous years.

                     As  a Percentage  of Net  Sales   Percentage Change in
                      For  the Years  Ended                Dollar Amounts
                            December 31,                  from Fiscal Year  
                         1995   1994    1993        1995 to 1994  1994 to 1993
Net sales                100.0% 100.0% 100.0%       19.0%              6.8%
Cost of products sold     68.2%  71.4%  72.0%       13.6%              5.9%
Gross profit              31.8%  28.6%  28.0%       32.3%              9.1%
Selling, general, and 
 administrative expenses  27.6%  26.1%  23.1%       25.6%              21.0%
Restructuring & plant 
 closings                  0.6%   ---    3.2%         ---            -100.0%
Operating income           3.6%   2.5%   1.7%       73.0%              51.0%
Other income - net         1.1%   1.1%   1.0%       17.2%              19.0%
Income before income taxes 4.7%   3.6%   2.7%       55.8%              39.5%
Income taxes               2.2%   1.7%   1.4%       56.1%              24.1%
Net income                 2.5%   1.9%   1.3%       55.5%              55.6%

                                                  10


             Year Ended December 31, 1995 Compared to Year Ended December
             31, 1994

             Net sales in 1995 were $432.3 million, an increase of $68.9
             million (19%) over 1994 sales of $363.4 million.  The
             Company's 1995 domestic wholesale business of approximately
             $255 million was 9% more than 1994 sales of approximately $234
             million, with a corresponding increase in unit shipments of
             approximately 11.7%.  The average unit selling price during
             1995 was down slightly due primarily to product mix (i.e.,
             consumer preference towards garments with lighter weight
             fabrics).  The increase in domestic wholesale unit shipments
             was the result of a number of factors.  Improved product
             design during 1994 contributed to better "sell-thrus" and
             margins for a majority of our wholesale customers, and
             resulted in significantly higher spring 1995 (shipped
             primarily during the Company's first quarter) and fall back-
             to-school (shipped primarily during the Company's third
             quarter) children's fashion shipments.  In addition, Company
             initiatives undertaken during 1994, and continuing during
             1995, resulted in significantly improved shipping performance
             to customers on spring and fall back-to-school orders. 
             Difficulties experienced by the Company in coordinating the
             transition of its sourcing strategy (which calls for
             increasing sourcing of its product from offshore contractors)
             resulted in the inability of the Company to make timely
             deliveries on certain holiday orders to customers.  This
             resulted in a slowdown in the rate of unit shipment growth
             during the fourth quarter of 1995.  Company management is
             implementing adjustments to its sourcing plan and anticipates
             improved shipping performance in 1996.

             With a relatively weak apparel market in general, the Company
             does not anticipate the unit shipment growth experienced
             during 1995 to continue in 1996.  The Company's preliminary
             outlook for 1996 indicates that unit shipments of domestic
             wholesale products will be generally flat as compared with
             1995.

             Company retail sales at its OshKosh B'Gosh branded outlet
             stores and Genuine Kids stores were approximately $138.4
             million for 1995, a 39.2% increase over 1994 retail sales of
             approximately $99.4 million.  This retail sales increase was
             primarily driven by the opening of an additional 35 retail
             stores during 1995.  In addition, the Company's comparable
             store sales for 1995 were up approximately 3.6%.  At year end,
             the Company operated 81 OshKosh B'Gosh branded stores and 92
             Genuine Kids stores.  Current Company plans for 1996 call for
             the opening of approximately 14 new retail stores and the
             closing of 8 to 10 unprofitable stores.  Accordingly, the
             Company anticipates a slowdown in its retail sales growth for
             1996 as compared to 1995 and 1994.

             The Company's gross profit margin as a percent of sales
             increased to 31.8% in 1995 compared with 28.6% in 1994.  This
             gross profit margin improvement was due to the impact of the
             Company's increased retail sales at higher gross margins
             relative to its domestic wholesale business, as well as

                                           11



             improvement in the wholesale business gross profit margin. 
             The Company's restructuring and plant closing initiatives over
             the past two years, including redirection to a higher volume
             of product sourced offshore, improved internal manufacturing
             efficiencies, as well as more focused attention to product
             design, have also contributed to the Company's increased gross
             profit margin experienced during 1995.  With the anticipated
             growth of the Company's retail business during 1996, along
             with the continuing effects of its internal manufacturing
             capacity reduction initiatives, the Company anticipates
             further improvement in its gross profit margins during 1996.

             Selling, general, and administrative expenses for 1995
             (excluding the $2.7 million charge for plant closures recorded
             during the third quarter) increased $24.3 million over 1994. 
             As a percent of net sales, these costs increased to 27.6% as
             compared to 26.1% in 1994.  The primary reason for the
             increase in the Company's selling, general, and administrative
             expenses is the Company's expansion of its retail business. 
             In addition, the Company's expansion of its international
             operations have added to these costs.

             During the third quarter of 1995, the Company recorded a
             pretax charge for plant closings of $2.7 million.  This plant
             closing charge (net of income tax benefit) reduced net income
             by $1.6 million ($.13 per share) in 1995.  As a part of the
             Company's ongoing review of its manufacturing capacity,
             operational effectiveness, and alternative sourcing
             opportunities, the Company decided to close its Hermitage
             Springs and McEwen, Tennessee facilities and downsize its
             Oshkosh, Wisconsin sewing facility.

             During the fourth quarter of 1995, the Company substantially
             completed its downsizing of the Oshkosh sewing facility.  The
             Hermitage Springs and McEwen facilities were closed in
             January, 1996.  The Hermitage Springs facility was also sold
             in early 1996.

             The $2.7 million pretax charge for plant closings included
             approximately $1.9 million of severance and related costs
             pertaining to workforce reductions, as well as $750,000 for
             facility closings and the write-down of the related assets. 
             The Company anticipates that the plant closings (net of income
             tax benefit) will require cash expenditures of approximately
             $1.1 million.  Of this amount, $375,000 was expended in the
             fourth quarter of 1995.  The Company believes that these plant
             closings, along with its other restructuring initiatives
             carried out over the past two years, will result in reduced
             cost of products and improved gross profit margins.
             During 1993, the Company recorded a pretax restructuring
             charge of $10.8 million.  The restructuring charge including
             approximately $3.3 million for facility closings, write-down
             of the related assets, and severance costs pertaining to
             workforce reductions.  The restructuring charge also reflected
             the Company's decision to market its Trader Kids line of
             children's apparel under the new name of Genuine Kids and the
             resulting costs of the Company's decision not to renew its
             Boston Trader license arrangement beyond 1994, as well as

                                           12



             expenses to consolidate its retail operations.  Accordingly,
             the restructuring charge included approximately $7.5 million
             for write-off of unamortized trademark rights and expenses
             related to consolidating the Company s retail operations.

             During 1994, the Company implemented its restructuring plan. 
             The Company closed its McKenzie, Tennessee facility and
             reached satisfactory agreements with all affected workforce
             concerning severance arrangements.  The Company began to
             market a portion of its children's wear line under the Genuine
             Kids label, discontinuing the Trader Kids line of children's
             apparel.  The Company also successfully consolidated the
             operations of its retail business into its Oshkosh office.

             During 1995, the Company finalized its 1993 restructuring plan
             by closing its Marrowbone, Kentucky and Dover, Tennessee
             facilities.  The Dover facility has been sold, and the Company
             reached satisfactory agreements with the workforce concerning
             severance arrangements.

             There were no material changes in cost to fully implement the
             Company's 1993 restructuring plan.  The Company's cash
             expenditures (net of income tax benefit) to carry out this
             restructuring plan were approximately $4.4 million.

             Interest expense for 1995 was $1.8 million compared to $1.0
             million in 1994.  This increase is the result of additional
             Company borrowings to finance the Company's stock repurchase
             program.

             The Company licenses the use of its trade names to selected
             licensees in the U.S. and in foreign countries.  The Company's
             net royalty income was $4.4 million in 1995, a $1.0 million
             increase over 1994 net royalty income of $3.4 million.  Net
             royalty income from domestic licensees was approximately $2.3
             million in 1995 as compared to $2.4 million in 1994.  Net
             royalty income from foreign licensees was approximately $2.1
             million in 1995 as compared to $1.0 million in 1994.  The
             increase in royalty income from foreign licensees is the
             result of both the addition of new licensees during 1994 and
             1995 as well as the increased royalties from existing
             licensees.

             The Company's effective tax rate for 1995 was 45.8% compared
             to 45.7% in 1994.  The relatively high effective tax rates for
             both years result primarily from the Company's foreign
             operating losses (principally in Europe), which provide no tax
             benefit.  Company management believes that the $11.4 million
             deferred tax asset at December 31, 1995 can be fully realized
             through reversals of existing taxable, temporary differences,
             and the Company's history of substantial taxable income which
             allows the opportunity for carrybacks of current or future
             losses.

             Net income per share of $.85 in 1995 was a 70% increase over
             1994 net income per share of $.50.  While the Company's
             domestic wholesale and retail operations demonstrated progress
             during 1995, its European subsidiaries continued to struggle. 
             The Company incurred a loss from its European subsidiaries of

                                           13


             approximately $4.6 million in 1995 as compared to an
             approximate $1.7 million loss in 1994.  Management is
             currently instituting a number of changes including
             elimination of independent European design and sourcing
             functions.  Beginning with the fall 1996 product line, the
             European subsidiaries will function primarily as distributors
             of U.S. designed and sourced products.  Management believes
             that these changes will serve to improve European operating
             results primarily during the second half of 1996.  Management
             is also evaluating alternative product sales and marketing
             options for Europe.

             In March, 1995, the Financial Accounting Standards Board
             issued its Statement No. 121 entitled "Accounting for the
             Impairment of Long-Lived Assets and for Long-Lived Assets to
             Be Disposed Of".  This standard requires impairment losses to
             be recorded on long-lived assets used in operations when
             indicators of impairment are present and the undiscounted cash
             flows estimated to be generated by those assets are less than
             the assets' carrying amount.  Statement No. 121 also addresses
             the accounting for long-lived assets that are expected to be
             disposed of.  The Company will adopt Statement No. 121 during
             1996.  The effect of applying this new standard has not yet
             been fully determined.


             Year Ended December 31, 1994 Compared to Year Ended December
             31, 1993

             Net sales in 1994 were $363.4 million, an increase of $23.2
             million (6.8%) over 1993 sales of $340.2 million.  The
             Company's 1994 domestic wholesale business of approximately
             $234 million was 9% less than 1993 sales of approximately $257
             million, with a corresponding decline in unit shipments of
             approximately 6.7%.  The decrease in domestic wholesale unit
             shipments related primarily to the effects of the competitive
             environment in the children's wear business combined with the
             effects of prior years' poor shipping performance and
             perceived weakness in product design.

             Company retail sales at its OshKosh B'Gosh branded outlet
             stores and Genuine Kids stores were approximately $99.4
             million for 1994, a 52.5% increase over 1993 retail sales of
             approximately $65.2 million.  This retail sales increase was
             primarily driven by the opening of an additional 46 retail
             stores during 1994.  In addition, the Company's comparable
             store sales for 1994 were up approximately 3.6%.  At December
             31, 1994, the Company operated 61 OshKosh B'Gosh branded
             stores and 77 Genuine Kids stores.

             The Company's gross profit margin as a percent of sales
             improved to 28.6% in 1994 compared with 28.0% in 1993.  This
             gross profit margin improvement was due primarily to the
             impact of the Company's increased retail sales at higher gross
             margins relative to its domestic wholesale business.  The
             favorable impact of the Company's retail gross margins was
             offset in part by the domestic wholesale gross margin, which
             was down in 1994 primarily as a result of the adverse impact


                                           14


             of reduced unit volume on our manufacturing operations and
             slightly lower pricing to wholesale customers.

             Selling, general, and administrative expenses for 1994
             increased $16.5 million over 1993.  As a percent of net sales,
             selling, general, and administrative expenses were 26.1% in
             1994, up from 23.1% in 1993.  The primary reason for the
             increased selling, general, and administrative expenses is the
             Company's aggressive expansion of its retail business.  In
             addition, the Company's increasing focus on its international
             operations resulted in an increase in 1994's selling, general,
             and administrative expenses of approximately $2.7 million. 
             Also, the Company's catalog division, initiated in the second
             half of 1993, added approximately $1.6 million to selling,
             general, and administrative expenses in 1994.

             During the fourth quarter of 1993, the Company recorded a
             pretax restructuring charge of $10.8 million.  Restructuring
             costs (net of income tax benefit) reduced net income by $7.1
             million ($.49 per share) in 1993.

             The Company's effective tax rate for 1994 was 45.7% compared
             to 51.3% in 1993.  The relatively high effective tax rates for
             both years result primarily from the Company's foreign
             operating losses, which provide no tax benefit.  In addition,
             the high 1993 effective tax rate was the result of
             substantially lower U.S. income before income taxes in 1993
             (which resulted in part from the restructuring charge).


             Seasonality

             The Company's business is increasingly seasonal, with highest
             sales and income in the third quarter, which is the Company's
             peak wholsesale shipping period and a major retail selling
             season at its retail outlet stores.  The Company's second
             quarter sales and income are the lowest both because of
             relatively low domestic wholesale unit shipments and
             relatively modest retail outlet store sales during this
             period.  The Company anticipates this seasonality trend to
             continue to impact 1996 quarterly sales and income.

             Financial Position, Capital Resources, and Liquidity

             The Company's financial strength is demonstrated by its
             balance sheet.  At December 31, 1995 and 1994, the Company did
             not have any outstanding long-term debt.

             At December 31, 1995, the Company's cash and cash equivalents
             were $2.4 million compared to $10.5 million at the end of 1994
             and $17.9 million at the end of 1993.  The decrease in cash
             and cash equivalents is primarily due to the Company s stock
             repurchase program which was completed in 1995.  Net working
             capital at the end of 1995 was $95.4 million, compared to
             $101.9 million at 1994 year end and $111.8 million at 1993
             year end.  Cash provided by operations was approximately $19.5
             million in 1995, compared to $22.1 million in 1994, and $21.6
             million in 1993.


                                           15


             Accounts receivable at December 31, 1995 were $24.7 million
             compared to $23.9 million at December 31, 1994.  Inventories
             at the end of 1995 were $95.7 million, up $1.8 million from
             1994.  Management believes that year end 1995 inventory levels
             are generally appropriate for anticipated 1996 business
             activity.

             Capital expenditures were approximately $9.7 million in 1995
             and $9.9 million in 1994.  Capital expenditures for 1996 are
             currently budgeted at approximately $10 million.

             The Company's stock repurchase program announced in 1994 was
             completed in 1995.  A total of 2,150,000 shares of Class A
             common stock were acquired under the repurchase program,
             requiring a cash outlay of approximately $16.8 million in 1995
             and $15.0 million in 1994.

             The Company has a credit agreement with participating banks. 
             This arrangement provides a $60 million revolving credit
             facility and a $40 million revocable demand line of credit for
             cash borrowings, issuance of commercial paper, and letters of
             credit.  The agreement expires in June, 1997.  The Company
             believes that these credit facilities, along with cash
             generated from operations, will be sufficient to finance the
             Company's seasonal working capital needs as well as its
             capital expenditures, remaining plant closing costs, and
             business development needs.

             Dividends on the Company's Class A and Class B common stock
             totaled $.28 per share and $.24 per share, respectively, in
             1995 compared to $.3775 per share and $.33 per share on the
             Company's Class A and Class B common stock, respectively, in
             1994.   The dividend payout rate was 33% of net income in 1995
             and 75% in 1994.


             Inflation

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


             ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                                                    Page   
             Financial Statements:
             Reports of Independent Auditors                          17
             Consolidated Balance Sheets - December 31, 1995 and 1994 18
             Consolidated Statements of Income - years ended 
               December 31, 1995, 1994, and 1993                      19
             Consolidated Statements of Changes in Shareholders' Equity -
               years ended December 31, 1995, 1994, and 1993          20
             Consolidated Statements of Cash Flows - years ended
               December 31, 1995, 1994, and 1993                      21
             Notes to Consolidated Financial Statements               22






                                           16


                   REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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

               We have audited the accompanying consolidated balance
             sheets of OshKosh B'Gosh, Inc. and subsidiaries (the Company)
             as of December 31, 1995 and 1994, and the related consolidated
             statements of income, changes in shareholders' equity and cash
             flows for each of the three years in the period ended December
             31, 1995.  Our audits also included the financial statement
             schedule listed in the Index at Item 14.  These financial
             statements and schedule are the responsibility of the
             Company's management.  Our responsibility is to express an
             opinion on these financial statements and schedule based on
             our audits.

               We conducted our audits in accordance with generally
             accepted auditing standards.  Those standards require that we
             plan and perform the audit to obtain reasonable assurance
             about whether the financial statements are free of material
             misstatement.  An audit includes examining on a test basis,
             evidence supporting the amounts and disclosures in the
             financial statements.  An audit also includes assessing the
             accounting principles used and significant estimates made by
             management, as well as evaluating the overall financial
             statement presentation.  We beleive 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 December 31, 1995 and
             1994, and the consolidated results of its operations and its
             cash flows for each of the three years in the period ended
             December 31, 1995, in conformity with generally accepted
             accounting principles.  Also in our opinion, the related
             financial statement schedule, when considered in relation to
             the basic financial statements taken as a whole, presents
             fairly, in all material respects, the information set forth
             therein.


                                        /S/ ERNST & YOUNG LLP

             Milwaukee, Wisconsin            ERNST & YOUNG LLP
             February 2, 1996














                                           17


                         OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

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



                                                        December 31,    
                                                       1995     1994  
                                         ASSETS
         Current assets
           Cash and cash equivalents              $    2,418$  10,514
           Accounts receivable, less allowances of
            $3,970 in 1995 and $3,700 in 1994         24,691   23,857
           Inventories                                95,743   93,916
           Prepaid expenses and other current assets   3,127    2,510
           Deferred income taxes                      11,400   11,510
         Total current assets                        137,379  142,307
         Property, plant, and equipment, net          65,011   69,829
         Other assets                                  6,189    5,075

         Total assets                               $208,579 $217,211

                          LIABILITIES AND SHAREHOLDERS' EQUITY

         Current liabilities
           Accounts payable                        $  13,910$   9,436
           Accrued liabilities                        28,055   30,925
         Total current liabilities                    41,965   40,361
         Deferred income taxes                         2,700    2,869
         Employee benefit plan liabilities            13,836   15,167
         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 - 11,189,387 shares
                in 1995, 12,233,787 shares in 1994       112      122
             Class B, authorized - 3,750,000 shares;
               Issued and outstanding - 1,266,413 shares
                in 1995, 1,267,713 shares in 1994         13       13
           Retained earnings                         149,720  158,933
           Cumulative foreign currency 
            translation adjustments                      233     (254)
         Total shareholders' equity                  150,078  158,814

         Total liabilities and shareholders' equity $208,579 $217,211




             See notes to consolidated financial statements.








                                           18


                         OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

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



                                             Year Ended December 31,        
                                            1995        1994      1993   

           Net sales                     $432,266    $363,363  $340,186
           Cost of products sold          294,770     259,416   244,926

           Gross profit                   137,496     103,947    95,260

           Selling, general, and 
             administrative expenses      119,295      94,988    78,492
           Restructuring and plant closings 2,700         -      10,836

           Operating income                15,501       8,959     5,932

           Other income (expense):
             Interest expense              (1,772)     (1,034)     (626)
             Interest income                1,383       1,048     1,114
             Royalty income, net of expenses4,443       3,442     3,417
             Miscellaneous                    633         543      (545)

           Other income - net               4,687       3,999     3,360

           Income before income taxes      20,188      12,958     9,292

           Income taxes                     9,241       5,919     4,769

           Net income                   $  10,947   $   7,039 $   4,523


           Weighted average common 
             shares outstanding            12,865      14,144    14,586


           Net income per common share       $.85        $.50      $.31




             See notes to consolidated financial statements.









                                           19
<TABLE>

                            OSHKOSH B'GOSH,INC. AND SUBSIDIARIES

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

<CAPTION>
                                                                               Cumulative
                                                                               Foreign  
                                      Common Stock          Additional         Currency 
                                  Class A       Class B     Paid-In   Retained Translation
                              Shares   Amount Shares Amount Capital   Earnings Adjustments
<S>                            <C>      <C>    <C>   <C>    <C>       <C>      <C>    
Balance  - December 31,  1992  12,777   $128   1,809 $18    $2,971    $172,036 $  - 

  Net income                      -       -     -      -       -         4,523    -  
  Dividends
    - Class A ($.5125 per share)  -       -     -      -       -        (6,667)   -  
    - Class B ($.45 per share)    -       -     -      -       -          (710)   -  
  Foreign currency translation
    adjustments                   -       -     -      -       -            -    (301)
  Conversions  of common shares   504      5    (504) (5)      -            -     -  

Balance - December  31, 1993   13,281    133   1,305  13     2,971     169,182   (301)

  Net income                      -       -     -      -       -         7,039    -  
  Dividends
    - Class A ($.3775 per share)  -       -     -      -       -        (4,886)   -  
    - Class B ($.33 per share)    -       -     -      -       -          (425)   -  
  Foreign currency translation
    adjustments                   -       -     -      -       -            -      47
  Conversions of common shares     37     -      (37)  -       -            -     -   
  Repurchase of common shares  (1,084)   (11)   -      -    (2,971)    (11,977)   -   

Balance - December 31,  1994   12,234    122   1,268  13       -       158,933   (254)

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

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

                      See notes to consolidated financial statements.










                                                               20



                        OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                         Consolidated Statements of Cash Flows
                                 (Dollars in thousands)



                                                                      
                                                  Year Ended December 31,
                                                   1995    1994    1993  
             Cash flows from operating activities
              Net income                          $10,947 $ 7,039 $ 4,523
              Adjustments to reconcile net income to
                net cash provided by operating activities:
                 Depreciation                      10,591   9,972   8,425
                 Amortization                         765     720     808
                 (Gain) loss on disposal of assets     79    (185)     63
                 Provision for deferred income taxes  (59)   (965) (5,537)
                 Pension expense, net
                  of contributions                 (1,331)    979   1,852
                 Restructuring                      -       -      10,836
                 Changes in operating assets and liabilities:
                   Accounts receivable               (834) (4,380)  4,948
                   Inventories                     (1,827)  6,083  (7,247)
                   Prepaid expenses and other 
                     current assets                  (617)  1,300  (1,624)
                   Accounts payable                 4,474    (284) (1,376)
                   Accrued liabilities             (2,716)  1,863   5,940
             Net cash provided by 
              operating activities                 19,472  22,142  21,611

             Cash flows from investing activities
              Additions to property, plant, 
                and equipment                      (9,728) (9,914) (8,990)
              Proceeds from disposal of assets      3,722   1,425   1,159
              Additions to other assets            (1,392)   (186) (1,783)
             Net cash used in investing activities (7,398) (8,675) (9,614)

             Cash flows from financing activities
              Payments of long-term debt            -        (536) (7,896)
              Dividends paid                       (3,564) (5,311) (7,377)
              Repurchase of common shares, net    (16,606)(14,959)   -    
             Net cash used in financing activities(20,170)(20,806)(15,273)

             Net decrease in cash and 
              cash equivalents                     (8,096) (7,339) (3,276)

             Cash and cash equivalents at
              beginning of year                    10,514  17,853  21,129

             Cash and cash equivalents at 
              end of year                        $  2,418 $10,514 $17,853

             Supplementary disclosures
              Cash paid for interest             $  1,547 $   638 $ 1,030
              Cash paid for income taxes         $  8,544 $ 3,937 $12,194

             See notes to consolidated financial statements.




                                           21
<PAGE>



                  OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                Notes to Consolidated Financial Statements

             Note 1.  Significant accounting policies

               Business - OshKosh B'Gosh, Inc. and its wholly-owned
               subsidiaries (the Company) are engaged primarily in the
               design, manufacture, and marketing of apparel to wholesale
               customers and through Company owned retail stores.  The
               Company provides credit,  in the normal course of business,
               to department and specialty stores which are not
               concentrated in any geographic region.  The Company performs
               ongoing credit evaluations of its customers and maintains
               allowances for potential credit losses.

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

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

               Inventories - Inventories are stated at the lower of cost or
               market.  Inventories stated on the last-in, first-out (LIFO)
               basis represent 95.3% of total 1995 and 95.7% of total 1994
               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.  Depreciation and
               amortization for financial reporting purposes is calculated
               using the straight-line method based on the following useful
               lives:

                                                        Years  

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

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



                                           22




               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.

               Deferred rent - Many of the Company's retail operating
               leases contain predetermined fixed increases of the minimum
               rental rate during the initial lease term.  The Company
               recognizes the related rental expense for these leases on a
               straight-line basis and records the difference between the
               amount charged to expense and the rent paid as deferred
               rent.

               Advertising - Advertising costs are expensed as incurred and
               totaled $12,213, $9,858, and $11,209 in 1995, 1994, and
               1993, respectively.

               Income per common share - Income per common share amounts
               are computed by dividing income by the weighted average
               number of shares of common stock outstanding.  The dilutive
               effect of stock options on net income per share is
               immaterial.

               Recent accounting pronouncements - In March, 1995, the FASB
               issued Statement No. 121,  Accounting for the Impairment of
               Long-Lived Assets and for Long-Lived Assets to Be Disposed
               Of,  which requires impairment losses to be recorded on
               long-lived assets used in operations when indicators of
               impairment are present and the undiscounted cash flows
               estimated to be generated by those assets are less than the
               assets' carrying amount.  Statement 121 also addresses the
               accounting for long-lived assets that are expected to be
               disposed of.  The Company will adopt Statement 121 in the
               first quarter of 1996.  The effect of applying this new
               standard has not yet been fully determined.


             Note 2.  Restructuring and Plant Closings

               During the third quarter of 1995, the Company recorded a
               pretax charge for plant closings of $2,700.  This plant
               closing charge (net of income tax benefit) reduced net
               income by $1,600 ($.13 per share) in 1995.  As a part of the
               Company's ongoing review of its manufacturing capacity,
               operational effectiveness, and alternative sourcing
               opportunities, the Company decided to close its Hermitage
               Springs and McEwen, Tennessee facilities and downsize its
               Oshkosh, Wisconsin sewing facility.

               During the fourth quarter of 1995, the Company substantially
               completed its downsizing of the Oshkosh sewing facility. 

                                           23





               The Hermitage Springs and McEwen facilities were closed in
               January, 1996.  The Hermitage Springs facility was also sold
               in early 1996.

               The $2,700 pretax charge for plant closings included
               approximately $1,900 of severance and related costs
               pertaining to workforce reductions as well as $750 for
               facility closings and the write-down of the related assets. 
               The Company anticipates that the plant closings (net of
               income tax benefit) will require cash expenditures of
               approximately $1,100.  Of this amount, $375 was expended in
               the fourth quarter of 1995.

               During 1993, the Company recorded a pretax restructuring
               charge of $10,836.  The restructuring charge included
               approximately $3,300 for facility closings, write-downs of
               the related assets, and severance costs pertaining to work
               force reductions.  The restructuring charge also reflected
               the Company's decision to market its Trader Kids line of
               children's apparel under the new name Genuine Kids and the
               resulting costs of the Company's decision not to renew its
               Boston Trader license arrangement beyond 1994, as well as
               expenses to consolidate its retail operations.  Accordingly,
               the restructuring charge included approximately $7,500 for
               write-off of unamortized trademark rights and expenses
               related to consolidating the Company's retail operations. 
               Restructuring costs (net of income tax benefit) reduced net
               income by $7,100 ($.49 per share) in 1993.

               During 1994, the Company implemented its restructuring plan.

               The Company closed its McKenzie, Tennessee facility and
               reached satisfactory agreements with all affected workforce
               concerning severance arrangements.  The Company began to
               market a portion of its children's wear line under the
               Genuine Kids label, discontinuing the Trader Kids line of
               childrens' apparel.  The Company also successfully
               consolidated the operations of its retail business into its
               Oshkosh office. 

               During 1995, the Company finalized its restructuring plan by
               closing its Marrowbone, Kentucky and Dover, Tennessee
               facilities.  The Dover facility has been sold, and the
               Company reached satisfactory agreements with the workforce
               concerning severance arrangements.

               There were no material changes in cost to fully implement
               the Company s 1993 restructuring plan.  The Company s cash
               expenditures (net of income tax benefit) to carry out this
               restructuring plan were approximately $4,400.









                                           24




             Note 3.  Inventories 

               A summary of inventories follows:

                                                            December 31,   
                                                            1995     1994 

                      Finished goods                      $70,837  $75,187
                      Work in process                      15,462   10,803
                      Raw materials                         9,444    7,926

                      Total                               $95,743  $93,916

               The replacement cost of inventory exceeds the above LIFO
               costs by $16,158 and $16,122 at December 31, 1995 and 1994,
               respectively.


             Note 4.  Property, plant, and equipment

               A summary of property, plant, and equipment follows:

                                                            December 31,    
                                                           1995     1994  

                      Land and improvements           $     4,123$   4,139
                      Buildings                            35,478   37,442
                      Leasehold improvements               11,964    7,862
                      Machinery and equipment              64,759   70,498
                      Construction in progress                 33        9
                      Total                               116,357  119,950
                      Less:  accumulated depreciation 
                        and amortization                   51,346   50,121

                      Property, plant, and 
                        equipment, net                   $  65,011$  69,829


             Note 5.  Lines of Credit

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

               All borrowing and commercial paper issues under this
               agreement are supported by the revolving credit facility
               which expires in June, 1997.

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


                                           25





               There were no outstanding borrowings against these credit
               arrangements at December 31, 1995.  Letters of credit of
               approximately $19,000 were outstanding at December 31, 1995,
               with $81,000 of the unused credit facilities available for
               borrowing.


             Note 6.  Accrued liabilities

               A summary of accrued liabilities follows:

                                                    December 31,   
                                                    1995    1994  

                      Compensation               $  5,893$  8,491
                      Worker's compensation        10,400  10,800
                      Income taxes                  2,288   1,729
                      Restructuring costs             334   2,381
                      Other                         9,140   7,524

                      Total                       $28,055 $30,925


             Note 7.  Leases

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

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

                      Year ending
                      December 31,
                        1996                      $13,208
                        1997                       12,344
                        1998                       11,053
                        1999                        9,591
                        2000                        6,756
                      Thereafter                   14,469

                      Total minimum lease payments$67,421

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

                                                   Year Ended December 31,   
                                                    1995    1994      1993

                      Minimum rentals             $15,760 $11,139   $7,718
                      Contingent rentals              279     196      167

                      Total rent expense          $16,039 $11,335   $7,885


                                           26
 



          Note 8.  Income taxes

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

                                                    Year Ended December 31,    
                                                    1995    1994     1993 
                      Current:
                        Federal                    $7,440  $5,653 $  8,571
                        State and local             1,860   1,231    1,735
                                                    9,300   6,884   10,306

                      Deferred                        (59)   (965)  (5,537)

                      Total                        $9,241  $5,919  $ 4,769

               Deferred tax assets and liabilities relate to temporary
               differences between the financial reporting and income tax
               basis of Company assets and liabilities, and include the
               following components:
                                                             December 31,      
                                                            1995     1994 
                                                      [Assets (Liabilities)] 
                      Current deferred taxes
                        Accounts receivable allowances    $ 1,398 $  1,402
                        Inventory valuation                 3,778    2,835
                        Accrued liabilities                 5,685    5,994
                        Restructuring costs                   134      834
                        Other                                 405      445

                      Total net current deferred tax assets$11,400 $11,510

                      Non-current deferred taxes
                        Depreciation                      $(7,881) $(8,497)
                        Deferred employee benefits          4,734    5,234
                        Trademark                             447      394
                        Foreign loss carryforwards          3,971    2,418
                        Valuation allowance                (3,971)  (2,418)

                      Total net non-current deferred 
                        tax liabilities                   $(2,700) $(2,869)

               The valuation allowance in each year relates to foreign loss
               carryforwards for which utilization is uncertain.  The
               majority of the foreign loss carryforward is in France. 
               This French loss carryforward expires beginning in 1999.
               For financial reporting purposes, income before income taxes
               includes the following components:

                                                  Year Ended December 31,    
                                                   1995    1994     1993  
                      Pretax income (loss):
                      United States               $24,513 $14,319  $11,704
                      Foreign                      (4,325) (1,361)  (2,412)

                      Total                       $20,188 $12,958  $ 9,292


                                           27




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

                                                    Year Ended December 31, 
                                                     1995    1994     1993

                      Federal statutory tax rate     35.0%   35.0%    35.0%
                      Differences resulting from:
                        State and local income taxes, net
                        of federal income tax benefit 4.7     4.5      4.1
                        Foreign losses with no 
                          tax benefit                 7.5     3.7      9.1
                        Other                        (1.4)    2.5      3.1

                      Total                          45.8%   45.7%    51.3%


             Note 9.  Retirement plans

               The Company has defined contribution and defined benefit
               pension plans covering substantially all employees.  Charges
               to operations by the Company for these pension plans totaled
               $4,002, $4,309, and $4,621 for 1995, 1994 and 1993,
               respectively.

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

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

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

               The actuarial computations utilized the following
               assumptions.
                                                         December 31,       
                                                     1995   1994     1993 

                      Discount rate                   7.0%    7.5%     7.0%

                      Expected long-term rate
                        of return on assets           8.0%    8.0%     7.0%


                                           28



                      Rates of increase in
                        compensation levels         0-4.5%  0-4.5%   0-4.5%

               Net periodic pension cost was comprised of:

                                                   Year Ended December 31,   
                                                    1995    1994     1993 

                      Service cost - benefits
                        earned during the period   $1,923  $2,212   $2,318
                      Interest cost on projected
                        benefit obligations         1,947   1,888    1,808
                      Actual return on plan assets (4,818) (1,118)  (1,708)
                      Net amortization and deferral 3,982     552    1,259

                      Net periodic pension cost    $3,034  $3,534   $3,677

               In conjunction with the plant closings discussed in Note 2,
               the Company curtailed its defined benefit plans for the
               affected plants.  A curtailment cost of approximately $389
               is included in the plant closing cost of $2,700.

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

                                                                           
                                                   December 31,                
                                             1995               1994       
                                       Assets     ABO     Assets     ABO  
                                        Exceed  Exceeds    Exceed  Exceeds
                                          ABO   Assets       ABO   Assets 
               Actuarial present value of
                 benefit obligations:
                   Vested benefits     $11,957  $ 8,293   $ 9,365  $ 6,599
                   Nonvested benefits      740      211       916      313
                   Total accumulated benefit
                     obligation        $12,697  $ 8,504   $10,281  $ 6,912
                   Projected benefit 
                     obligation        $22,791  $ 8,864   $19,334  $ 7,244
               Plan net assets at 
                 fair value             18,184    5,761    12,451    2,980
               Projected benefit 
                 obligation in excess of
                 plan net assets        (4,607)  (3,103)   (6,883)  (4,264)
               Unamortized transition 
                   asset                (1,245)     (58)   (1,382)     (20)
               Unrecognized prior service
                   cost                  2,264    2,447     2,586    3,022
               Unrecognized net
                   (gain)loss           (2,012)    (100)     (604)    (679)
               Adjustment to recognize
                   minimum liability      -      (2,000)      -     (2,000)

               Accrued pension liability
                   at December 31      $(5,600) $(2,814)  $(6,283) $(3,941)


                                           29





               Defined contribution plan - The Company maintains a defined
               contribution retirement plan covering certain salaried
               employees.  Annual contributions are discretionary and are
               determined by the Company's Executive Committee.  Charges to
               operations by the Company for contributions under this plan
               totaled $923, $531 and $565 for 1995, 1994 and 1993,
               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 $45, $244 and $379 for
               1995, 1994 and 1993, respectively.

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

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

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

                                                             December 31,     
                                                            1995     1994 
               Accumulated postretirement benefit obligation:
                 Retirees                                 $   189  $   159
                 Fully eligible active plan participants      157      169
                 Other active plan participants               404      523
                 Total                                        750      851
               Plan assets                                     -       -  
               Unrecognized net gain                          630      497

               Accrued postretirement benefit cost         $1,380   $1,348



                                           30




               Net periodic postretirement benefit cost was comprised of:

                                                   Year Ended December 31,   
                                                   1995      1994     1993
               Service cost - benefits attributed
                 to employee service during 
                   the year                        $ 42      $ 67     $ 98
               Interest cost on accumulated
                 postretirement benefit obligation   48        53       61
               Net amortization and deferral        (34)      (38)     (18)

               Net periodic postretirement 
                 benefit cost                      $ 56      $ 82     $141

               The discount rate used in determining the accumulated
               postretirement benefit obligation was 7% in 1995, 1994 and
               1993.  The assumed health care cost trend rate used in
               measuring the accumulated postretirement benefit obligation
               was 12%, declining gradually to 6% by 2012 and then
               declining further to an ultimate rate of 4% by 2022.

               The health care cost trend rate assumption has a significant
               impact on the amounts reported.  Increasing the assumed
               health care cost trend rate by one percentage point would
               increase the accumulated postretirement benefit obligation
               at December 31, 1995 by approximately $58 and the aggregate
               of the service and interest cost components of net periodic
               postretirement benefit cost for 1995 by approximately $3.


             Note 10.  Common stock

               In May, 1993, shareholders of the Company approved a stock
               conversion plan whereby shares of Class B common stock may
               be converted to an equal number of Class A common shares.

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

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



                                           31



               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 February, 1995, the Company initiated stock option plans
               for certain employees and directors.  A total of 1,470,000
               shares have been authorized for these option programs.  As
               of December 31, 1995, 155,800 options have been granted to
               purchase Company Class A common stock at the fair market
               value at date of grant issuance, primarily $14.50 per share.

               Rights to exercise these options vest over a four year
               period.  At December 31, 1995, no options have vested.

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

             ITEM 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

               None


             PART III

             ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               The information required by this item is incorporated by
             reference to the definitive Proxy Statement of OshKosh B'Gosh,
             Inc. for its annual meeting to be held on May 3, 1996.


             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 3, 1996.

             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 3, 1996.





                                           32



             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 3, 1996.


              PART IV
              
              ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, 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 on page 16 are filed as part of this Annual
                    Report.
              
                    (2)     Financial Statement Schedules:
              
                    Schedule II - Valuation and Qualifying Accounts     F-1
              
                    Schedules not included have been omitted because they
                    are not applicable or the required information is
                    included in the consolidated financial statements and
                    notes thereto.
              
                    (3)     Index to Exhibits
              
               (b)  Reports on Form 8-K

                    A Form 8-K covering Item 5.  Other Events - an updated
                    description of capital stock - was filed on October
                    25, 1995.




                                           33


             (c)  Exhibits

            3.1     Certificate of Incorporation of OshKosh B'Gosh, Inc.,
                    as restated, May 7, 1993, previously filed as Exhibit
                    99.3 to the Registrant's Current Report on Form 8-K
                    dated October 25, 1995, Commission File Number 000-
                    13365, is incorporated herein by reference.

            3.2     By-laws of OshKosh B'Gosh, Inc., as amended through
                    March 31, 1995, previously filed as Exhibit 3.2 to the
                    Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1994, Commission File Number
                    000-13365, is incorporated herein by reference.

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

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

          *10.3     OshKosh B'Gosh, Inc. Profit Sharing Plan, as amended
                    on February 19, 1996

          *10.4     OshKosh B'Gosh, Inc. Restated Excess Benefit Plan as
                    amended, previously filed as Exhibit 10.5 to the
                    Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1992, Commission File Number
                    0-13365, is incorporated herein by reference.

          *10.5     OshKosh B'Gosh, Inc. Executive Deferred Compensation
                    Plan as amended, previously filed as Exhibit 10.6 to
                    the Registrant's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1992, Commission File
                    Number 0-13365, is incorporated herein by reference.

          *10.6     OshKosh B'Gosh, Inc. Officers Medical and Dental
                    Reimbursement Plan, as amended previously filed as
                    Exhibit 10.18 to the Registrant's Annual Report on
                    Form 10-K for the fiscal year ended December 31,1994,
                    Commission File Number 000-13365, is incorporated
                    herein by reference.

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


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


                                    34


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

          *10.9     OshKosh B'Gosh, Inc. Executive Non-Qualified Profit
                    Sharing Plan effective as of January 1, 1989,
                    previously filed as Exhibit 10.18 to the Registrant's
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 1990, Commission File Number 0-13365, is
                    incorporated herein by reference.

          10.10     Employment agreement dated and effective May 1, 1994,
                    by and among OshKosh B'Gosh, Inc., Essex Outfitters,
                    Inc. and Barbara Widder-Lowry previously filed as
                    Exhibit 10.14 to the Registrant's Annual Report on
                    Form 10-K for the fiscal year ended December 31,1994,
                    Commission File Number 000-13365, is incorporated
                    herein by reference.

          10.11     Employment agreement dated and effective May 1, 1994
                    by and among OshKosh B'Gosh, Inc., Essex Outfitters,
                    Inc. and Paul A. Lowry previously filed as Exhibit
                    10.15 to the Registrant's Annual Report on Form 10-K
                    for the fiscal year ended December 31,1994, Commission
                    File Number 000-13365, is incorporated herein by
                    reference.

          10.12     Credit agreement between Oshkosh B'Gosh, Inc. and
                    Firstar Bank Milwaukee, N.A. and participating banks
                    as amended, dated as of January 30, 1996. 

          *10.13    OshKosh B'Gosh, Inc. 1994 Incentive Stock Plan
                    previously filed as Exhibit 10.17 to the Registrant's
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31,1994, Commission File Number 000-13365, is
                    incorporated herein by reference.

          10.14     OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock
                    Option Plan previously filed as Exhibit 10.18 to the
                    Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31,1994, Commission File Number
                    000-13365, is incorporated herein by reference.


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


                                       35



            21.     The following is a list of the subsidiaries of the
                    Company as of December 31, 1995.  The consolidated
                    financial statements reflect the operations of all
                    subsidiaries as they existed on December 31, 1995.

                                                          State or Other
                                                          Jurisdiction of
                    Name of                               Incorporation or
                    Subsidiary                            Organization

                    Term Co. (formerly Absorba, Inc.)     Delaware

                    Grove Industries, Inc.                Delaware

                    Manufacturera International 
                      Apparel, S.A.                       Honduras

                    OshKosh B'Gosh Europe, S.A.           France

                    OshKosh B'Gosh International 
                      Sales, Inc.                         Virgin Islands

                    OshKosh B'Gosh Asia/Pacific Ltd.      Hong Kong

                    OshKosh B'Gosh U.K. Ltd.              United Kingdom

                    OshKosh B'Gosh Deutschland GmbH       Germany


             23.    Consent of Ernst & Young LLP, Independent Auditors

             27.    Financial Data Schedule


                                           36



                                       SIGNATURES


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


                                  OSHKOSH B'GOSH, INC.


             By: /s/ DOUGLAS W. HYDE 
             Chairman of the Board, President and Chief Executive Officer


             By: /s/ DAVID L. OMACHINSKI
             Vice President, Treasurer and Chief Financial Officer


             Pursuant to the requirements of the Securities Exchange Act of
             1934, this report has been signed below by the following
             persons on behalf of the Registrant and in the capacities and
             on the dates indicated.


             Signature               Title

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

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

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

             /S/ STEVEN R. DUBACK    Secretary and Director

             /S/ ORREN J. BRADLEY    Director

             /S/ JERRY M. HIEGEL     Director

             /S/  JUDITH D. PYLE     Director






                                           37



             (d)
                         OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                                      Schedule II

             Valuation and Qualifying Accounts
             (Dollars in Thousands)

                                             Years Ended December 31,    
                                               1995     1994    1993 


             Accounts Receivable - Allowances:
              Balance at Beginning of Period $ 3,700   $3,310  $2,265
              Charged to Costs and Expenses    8,084    6,508   5,979
              Deductions - Bad Debts Written off,
                Net of Recoveries and Other
                Allowances                    (7,814)  (6,118) (4,934)

              Balance at End of Period       $ 3,970   $3,700  $3,310


                                              Years Ended December 31,    
                                               1994     1993    1992 


             Restructuring Costs - Allowances:
              Balance at Beginning of Period $ 2,381  $ 8,186 $   422
              Charged to Cost and Expenses      -         -    10,836
              Actual Restructuring Costs
                Incurred                      (2,047)  (5,805) (3,072)

              Balance at End of Period       $   334  $ 2,381 $ 8,186




                                          F-1

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