EXHIBIT 10.5




                      OSHKOSH B'GOSH, INC.
              EXECUTIVE DEFERRED COMPENSATION PLAN
          (As Amended and Restated as of March 1, 1997)



     WHEREAS, Oshkosh B'Gosh, Inc., a Delaware corporation (the
"Company") wishes to establish a deferred compensation program
for certain of its key management employees in order to aid the
Company in attracting and retaining qualified personnel upon
whose efforts the continued successful operation of the Company
will depend,

     NOW, THEREFORE, the Company hereby establishes such a
program, to be known as the Oshkosh B'Gosh, Inc. Executive
Deferred Compensation Plan (the "Plan"), upon the following terms
and conditions:


                            ARTICLE I
                           Definitions

          1.1  "Account" means the bookkeeping reserve account
          for each Participant which shall be established by the
          Company solely as a device for determining the amounts
          which may become payable to the 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 such Account shall at all
          times be and remain the sole property of the Company.
          The Participant shall have no proprietary rights of any
          nature whatsoever with respect thereto, unless and
          until such time as a payment thereof is made to the
          Participant (or his beneficiaries) as provided in this
          Plan.

          1.2  "Deferred Compensation" means the portion of a
          Participant's compensation for any Fiscal Year, or part
          thereof that has been deferred pursuant to this Plan.

          1.3  "Officer" means an employee of the Company who is
          either an elected or appointed officer of the Company.

          1.4  "Fiscal Year" means the fiscal year of the
          Company.

          1.5  "Interest Equivalent Credits" means such amounts
          as shall have been credited to a Participant's Account
          pursuant to Article III hereof.

          1.6  "Participant" means an Officer participating in
          this Plan whose Deferred Compensation amounts,
          Supplemental Contributions (as defined in Section 2.2
          hereof) and Interest Equivalent Credits have not been
          wholly distributed.

          1.7  "Early Retirement Date" and "Disability" shall
          have the same meanings as used in the Company's
          qualified pension plan covering Participants, as the
          same exists from time to time.


                           ARTICLE II
                 Deferred Compensation Election

     2.1  Each Officer may elect to have a designated amount or a
percentage (subject to Company approval) of his total
compensation, including bonuses, if any, otherwise receivable by
him or paid to him on account of services performed, during any
Fiscal Year commencing on or after January 1, 1984 deferred in
accordance with the terms of this Plan.  An Officer desiring to
exercise such election as to any such Fiscal Year shall, prior to
the beginning of such Fiscal Year (or prior to the beginning of
the Officer's initial employment if such employment is to
commence other than at the beginning of a Fiscal Year), notify
the Company in writing of his election of the amount or
percentage of such total compensation for such Fiscal Year that
he elects to be so deferred by completing, signing and delivering
to the Company a deferral election form substantially in the form
attached hereto as Exhibit A.  The Officer may revoke or change
any prior deferral election form by giving at least 30 days prior
written notice of such revocation or change to the Company.  Any
such revocation or change will be given prospective effect only
and will not affect prior deferrals.

     2.2  The Company shall make a contribution for each Fiscal
Year, which shall be credited to each Participant's Account, of
an amount equal to the decrease, if any, in the amount of
contributions and forfeitures allocable to the Participant's
account under any defined contribution plan (e.g., a profit
sharing plan) of the Company (or which would have been allocated
as a contribution or forfeiture but for the fact that the
Participant is excluded from continuing or commencing
participation in such defined contribution plan because of the
exclusions in the definition of the eligible class of employees
made by the Company in 1989), resulting from the fact that
compensation which the Participant elects to defer under this
plan is not taken into account as "wages," "salary" or
"compensation" in determining the amount of the Company's
contribution under such a defined contribution plan and the
allocation of that contribution to the Participant's account
under such plan.  The amount to be so credited is hereinafter
referred to as a "Supplemental Contribution."  Such Supplemental
Contribution shall become nonforfeitable pursuant to the vesting
schedule, if any, provided under the Company's defined
contribution plan for which the Supplemental Contribution is
made.

     2.3  The amount of a Participant's Deferred Compensation
shall be credited to his Account as of the date, absent an
election under this Plan, on which he would have received such
amount.  The amount of any Supplemental Contribution for a
Participant shall be credited to his Account once a year as of
the end of the quarter during which the proper amount of such
Supplemental Contribution can be determined.


                           ARTICLE III
                   Interest Equivalent Credits

     3.1  Any and all amounts of Deferred Compensation,
Supplemental Contributions and previously credited interest
standing to the credit of each Participant's Account as of the
end of each quarter of the Fiscal Year shall receive an Interest
Equivalent Credit based upon the average Firstar Bank Milwaukee,
N.A. prime rate of interest in effect during such quarter.  In
calculating such quarterly Interest Equivalent Credit, the
amounts which comprise Participant's Account balance as of the
end of such quarter shall earn interest commencing with the date
such amounts were credited to the Participant's Account (but in
no event earlier than the first day of such quarter).  By way of
illustration, if a Participant's Account had been credited with
Deferred Compensation on January 15 of a Fiscal Year, such
Deferred Compensation would be entitled to be credited with
interest on March 31 of such year based on the period between
January 15 and March 31 of such year.  The phrase "average
Firstar Bank Milwaukee, N.A. prime rate of interest in effect
during each quarter" means the weighted average rate of interest
adopted by the Firstar Bank Milwaukee, N.A., from time to time
during such quarter, as the base rate for interest rate
determinations.


                           ARTICLE IV
                      Payments From Account

     4.1  The Participant shall become entitled to commence
receiving the nonforfeitable amounts credited to his Account upon
his termination of employment with the Company at or after his
Early Retirement Date or because of his death or Disability.

     4.2  The nonforfeitable amounts credited to a Participant's
Account shall be paid to him in one of the following methods:

                    (a)  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 his Account becoming then payable and
               with the remaining installments being paid on each
               anniversary thereof according to the following
               schedule:

                Anniversary of First    Portion of Participant's
                    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

                    (b)  Any other payment plan approved by the
               Company in it sole discretion.

     4.3  Should the Participant's employment with the Company
terminate for reasons other than specified in Section 4.1 above
or other than because of death while in the employ of the
Company, the Participant shall become entitled to commence
receiving the nonforfeitable amounts credited to his Account on
or after his attainment of age 65 in the manner described in
Section 4.2 above.  Notwithstanding the foregoing, the Company,
in its sole discretion, may commence an earlier payout of such
Participant's Account.  It shall be the obligation of any
Participant under this Section 4.3 to keep the Company advised of
his current address and the Company shall have no obligation to
commence payout of such Participant's Account unless and until it
shall have received the written request therefor specifying his
current address.

     4.4  Interest Equivalent Credits shall continue to be
applied on the balance in the Participant's Account in accordance
with Section 3.1 until the Participant or his designated
beneficiary or beneficiaries have received the final payment of
such balance.

     4.5  The Participant shall have the right to designate a
beneficiary or beneficiaries to receive any portion of his
Account remaining unpaid at his death.  Such designation shall be
effected by filing a written notification with the Company in the
form prescribed by it and may be changed from time to time by
similar action.  If the Participant fails to make such
designation, any such unpaid portion of his Account shall be paid
to his estate.  The nonforfeitable balance in a Participant's
Account shall become distributable in accordance with this
Section 4.5 upon a Participant's death while in the Company's
employ or upon his death after termination of employment with the
Company.

     4.6  The Company may, in its sole discretion, on request of
a Participant who remains in the Company's employ, determine to
make a distribution and the manner of the distribution to such
Participant of a portion or all of his nonforfeitable Account, on
the basis of personal financial hardship.  In the case of
personal financial hardship, distribution may be made only when
such Participant has established to the satisfaction of the
Company that a severe personal financial hardship exists
necessitating his request.  Without limitation, such a personal
financial hardship may arise from unusual or extraordinary
medical expenses not covered by insurance of the Participant, of
other persons who rely upon the Participant for financial support
or education expenses.  The purchase or maintenance of a
principal residence for the Participant, or other investment
opportunities will not be considered financial hardship.


                            ARTICLE V
                      Supplemental Payments

     5.1  By way of a payment supplemental to the payments
provided for by Article IV hereof, the Company agrees to also pay
to a Participant (or to anyone else entitled thereto as a
beneficiary of the Participant under the terms of any defined
benefit plan (e.g., a pension plan of the Company) an amount or
amounts equal to the decrease, if any, in the amounts payable
under any such defined benefit plan, resulting from the fact that
compensation which the Participant elects to defer under this
Plan is not taken into account as "wages," "salary" or
"compensation" in determining the amount of any benefit payment
under such a defined benefit plan.  The Company shall determine,
in its sole discretion, the method of payment under this Section
5.1.  The purpose of this provision is to assure to a Participant
that he receive the same total pension benefits that he would
have received had he not elected to defer any of his compensation
under this Plan.

                           ARTICLE VI
                          Miscellaneous

     6.1  Any amount payable from the Participant's Account shall
not be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment, garnishment or encumbrance of any
kind, by will, or by inter vivos instrument (other than permitted
beneficiary designations under Section 4.5 hereof).  Any attempt
to alienate, sell, transfer, assign, pledge or otherwise encumber
any such payment, whether presently or thereafter payable, shall
not be recognized by the Company.  Any payment due hereunder
shall not in any manner be subject to the debts or liabilities of
the Participant.  If the Participant shall attempt to alienate,
sell, transfer, assign, pledge or otherwise encumber his payments
under this Plan or any part thereof, or if by reason of his
bankruptcy or other event happening at any time, such payments
would devolve upon anyone else or would not be enjoyed by him,
then the Company, in its sole discretion, may terminate his
interest in any such benefit, and hold or apply it to or for the
benefit of the Participant, his spouse, children, or other
dependents, or any of them, in such manner as the Company may
deem proper.  Notwithstanding the foregoing, the Plan shall
recognize an ownership interest on the part of the Participant's
spouse in any portion of the Participant's Account, if such
ownership interest is created under any marital or community
property law or similar law, or any marital or community property
agreement executed pursuant to such law.

     6.2  Every person receiving or claiming payments under this
Plan shall be conclusively presumed to be mentally competent
until the date on which the Company receives a written notice, in
form and manner acceptable to it, that such person is incompetent
and that a guardian, conservator, or other person legally vested
with the care of his estate has been appointed.  In the event a
guardian or conservator of the estate of any person receiving or
claiming payments under the Plan shall be appointed by a court of
competent jurisdiction, payments may be made to such guardian or
conservator provided that proper proof of appointment and
continuing qualification is furnished in a form and manner
acceptable to the Company.  Any such payment so made shall be a
complete discharge of any liability therefor.

     6.3  Participation in this Plan, or any modifications
thereof, or the payments of any benefits hereunder, shall not be
construed as giving to the Participant any right to be retained
in the service of the Company, limiting in any way the right of
the Company to terminate the Participant's employment at any
time, evidencing any agreement or understanding, express or
implied, that the Company will employ the Participant in any
particular position or at any particular rate of compensation
and/or guaranteeing the Participant any right to receive a salary
increase in any Fiscal Year, such increase being granted only at
the sole discretion of the Board of Directors of the Company.

     6.4  By electing to participate in this Plan, the Officer
agrees that any of his compensation which he elects to defer
under this Plan will not be taken into account as "wages,"
"salary" or "compensation" in determining the amount of any
payment or allocation, or for any other purpose, under any
pension, retirement or deferred profit sharing plan of the
Company.

     6.5  The Plan shall be construed, administered and governed
in all respects under and by the laws of the State of Wisconsin.

     6.6  Neither the Company nor any officer or director of the
Company or any other person shall be liable for any act or
failure to act hereunder, except for gross negligence or fraud.

     6.7  The Board of Directors of the Company reserves the
right to amend, modify, terminate, or discontinue this Plan at
any time; provided, however, no such action shall reduce the
amount then credited to the Participant's Account or change the
time and manner of payment of such amount, without the consent of
the Participant, if living, or his designated beneficiary or
beneficiaries, if the Participant is not living.

     6.8  The claims procedure provided in the Oshkosh B'Gosh,
Inc. Profit Sharing Plan shall apply in full to this Plan.

                            EXHIBIT A

    OSHKOSH B'GOSH, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

                        DEFERRAL ELECTION


     In accordance with the terms and conditions of the Oshkosh
B'Gosh, Inc. Executive Deferred Compensation Plan I hereby elect
that the following percentages (or amount) of any salary and
bonuses which may become payable to me on account of services
performed for Oshkosh B'Gosh, Inc. during the calendar year
19____ and future calendar years, shall be deferred for payment
at a later time, and credited to the Account established in my
name, in accordance with and subject to the terms and conditions
of such Plan:

          ______% or $_____* of regular gross salary to be taken
          out of each monthly paycheck.

          _____% or $_____** of any bonus which may be declared
          by Oshkosh B'Gosh, Inc. and which is payable to me.

     I understand that this deferral election shall remain in
full force and effect until I revoke and/or change it by properly
executing the filing a new deferral election in accordance with
the terms and conditions of the Plan.

     I hereby expressly revoke all prior deferral elections by me
and reserve the right to revoke and/or change this deferral
election in the manner provided under the terms and conditions of
the Plan.


     Date

Received by Oshkosh B'Gosh, Inc. on                     , 19____.


                              By:

_______________________________
*You may choose either a % or a specific dollar amount to be
withheld from each paycheck.

**You may choose either a % or a specific dollar amount of any
bonus that may de declared; if you choose a dollar amount it
will, of course, be subject to a top limit of the actual total
amount of any bonuses declared to you on account of services
performed by you during the calendar year.