EXHIBIT 10.9


                      OSHKOSH B'GOSH, INC.

           EXECUTIVE NON-QUALIFIED PROFIT SHARING PLAN
          (As Amended and Restated As Of March 1, 1997)


     WHEREAS, Oshkosh B'Gosh, Inc. (the "Company") maintains the
Oshkosh B'Gosh, Inc. Profit Sharing Plan (the "Profit Sharing
Plan"), a tax-qualified deferred profit sharing plan, and amended
such Profit Sharing Plan effective as of January 1, 1989 to
exclude certain classes of employees formerly eligible from
continuing participation therein including the President, all
Vice Presidents and any employee whose title includes designation
as a director of a particular aspect of the Company's business
(the "Excluded Key Employee Group"), and

     WHEREAS, the members of the Excluded Key Employee Group will
continue to have their account balances held in the Profit
Sharing Plan pending ultimate distribution upon their separation
of service from the Company or otherwise in accordance with the
terms of such Plan and such accounts will continue to share in
the investment experience of the Plan until such distribution,
but after January 1, 1989, will no longer receive any further
allocations of Company contributions or forfeitures, and

     WHEREAS, the Company wishes to provide by means of this
document both (i) a "make whole" non-qualified plan that will
provide for payments to certain identified members of the
Excluded Key Employee Group equivalent to the additional sums
they would have been able to accrue under the Profit Sharing Plan
but for their exclusion from continuing participation as of
January 1, 1989, or beginning participation at any later date;
and (ii) a non-qualified profit sharing plan for certain
identified key management or highly compensated employees who are
not otherwise eligible for participation in the Profit Sharing
Plan,

     NOW, THEREFORE, the Company hereby establishes such a "make
whole" program, to be known as the Oshkosh B'Gosh, Inc. Executive
Non-Qualified Profit Sharing Plan (the "Non-Qualified Plan"), as
follows:

     1.  Objectives.  This Non-Qualified Plan is intended to
provide for a "make whole" payment to certain members of the
Excluded Key Employee Group and to certain other key management
or highly compensated employees who are not otherwise eligible
for participation in the Profit Sharing Plan identified on
Exhibit A attached hereto, including such executives and key
employees as the Board of Directors or Executive Committee may
determine to add from time to time (the "Participants").

     2.   Bookkeeping Accounts.  The Company shall cause
bookkeeping reserve accounts (the "Account") to be established
for each participant which shall be established solely as a
device for determining the amounts which may become payable to a
Participant hereunder.  Such Account shall not constitute or be
treated as a trust fund of any kind, it being expressly provided
that the amounts credited to the Account shall at all times be
and remain the sole property of the Company.  The Participant
shall have no proprietary rights of any nature with respect
thereto, unless and until such time as a payment thereof is made
to the Participant (or beneficiary) as provided herein.  Amounts
shall be credited (or debited, as the case may be) to each
Participant's Account as follows:

                    (a)  For each Plan Year from and after
               January 1, 1989, for which a Participant would
               have received an allocation of Company
               contribution or forfeiture or both under the terms
               of the Profit Sharing Plan if such Participant had
               not been excluded therefrom (the "Prevented
               Allocations"), such Participant's Account shall be
               credited with a dollar amount equal to such
               Prevented Allocations.

                    (b)  For each Plan Year from and after
               January 1, 1989, for which a Participant's Account
               has been credited with Prevented Allocations such
               Account shall also be adjusted to reflect the
               additions or subtractions that would have resulted
               from actual investment experience under the Profit
               Sharing Plan had the Prevented Allocations been
               made under that Plan (the "Prevented Investment
               Adjustments").

The intent hereof is that the balance in each Participant's
Account under this Non-Qualified Plan from time to time shall be
equal to the balance that would have existed in the Profit
Sharing Plan from time to time reflecting post-January 1, 1989
Company contributions, forfeitures and investment adjustments
thereon that would have occurred under the terms of the Profit
Sharing Plan if the Participant had been able to continue
thereunder or, as the case may be, begin participation thereunder
at any later date and continue until the date of termination of
service with the Company.

     3.  Vesting.  All individuals who are Participants as of
December 31, 1996 shall at all times have a 100% vested interest
in the Account balance established for them under this Non-
Qualified Plan.  All individuals who become Participants on or
after January 1, 1997 shall become vested in their Account
balances established hereunder on the same terms and conditions
as apply in the Profit Sharing Plan, all of which are hereby
incorporated by reference."

     4.   Incorporation by Reference of Profit Sharing Plan.  The
terms and conditions of the Profit Sharing Plan, as amended from
time to time, are hereby incorporated by reference into this Non-
Qualified Plan (subject however to the 100% vesting provision for
accounts as set forth in paragraph 3 above).  It is intended that
the Accounts in this Non-Qualified Plan be subject to all of the
terms and conditions of the Profit Sharing Plan, subject only to
the following special limitations:

                    (a)  Prevented Allocations and Prevented
               Investment Adjustments shall be determined and
               credited or debited to Accounts hereunder, as the
               case may be, at the same time and in like amount
               as if the Account were held under the Profit
               Sharing Plan.

                    (b)  The Company shall commence payments of
               the vested Account balances under this Non-
               Qualified Plan on or about March 15th of the year
               following the year in which the Participant's
               service terminates, in accordance with (c) below.

                    (c)  Account balances under the Non-Qualified
               Plan shall be paid to the Participant (or
               Beneficiary, as the case may be), in one of the
               following methods:

                              (i)  In annual installments, to
                    commence on or about March 15th of the year
                    following the year of termination of service,
                    with one-tenth of the balance in the Account
                    becoming then payable and with the remaining
                    installments being paid on each anniversary
                    thereof according to the following schedule:

                      Anniversary of     Portion of Participant's
                    First Payment Date      Account to Be Paid
                            1st                     1/9
                            2nd                     1/8
                            3rd                     1/7
                            4th                     1/6
                            5th                     1/5
                            6th                     1/4
                            7th                     1/3
                            8th                     1/2
                            9th                  Remainder

                              (ii) Any other payment plan
                    approved by the Company on its sole
                    discretion."

                    (d)  Participants may designate any person or
               persons (including, but not limited to, a trust)
               to be the "Beneficiary" hereunder.  Such
               designation shall be effected by filing written
               notification with the Company in the form
               prescribed by it and may be changed from time to
               time by similar action.  If no Beneficiary is
               designated, the benefits shall be distributed to
               the Participant's estate.

     5.   Claims Procedure.  The claims procedure in the Profit
Sharing Plan shall apply in full to this Non-Qualified Plan.

     6.   Company or Committee to Administer.  The Company or the
Committee (as defined under the Profit Sharing Plan) shall have
full and complete discretionary power and authority to construe
and interpret this Non-Qualified Plan and to resolve all
questions hereunder.  Neither the Company nor any member of the
Committee or any other person shall be liable for any act or
failure to act hereunder, except for gross negligence or fraud.

     7.   Unsecured Creditor.  To the extent that any person
acquires a right to receive payments from the Company under this
Plan, such right shall be no greater than the right of an
unsecured creditor.

     8.   Amendment or Termination.  The Board of Directors of
the Company reserves the right to amend, terminate or discontinue
this Non-Qualified Plan at any time; provided, however, no such
action shall reduce or eliminate any amounts accrued in any
Accounts hereunder prior to the date of such action and which
also would otherwise ultimately have become payable hereunder.

                            EXHIBIT A


     The following is a listing of employees currently (as of
3/1/97) participating in the Oshkosh B'Gosh, Inc. Executive Non-
Qualified Profit Sharing Plan.

Participants as of                       Participants Added On
 December 31, 1996                      Or After January 1, 1997


     (LIST)                                       (LIST)