UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                              FORM 10-K

    Mark One

      [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended JANUARY 2, 1999
                                 OR
      [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to ___________

                      Commission File No. 0-13365

                          OshKosh B'Gosh, Inc.

                 A DELAWARE Corporation	    		39-0519915
								 	                                    (I.R.S. ID)

                           112 Otter Avenue
                        Oshkosh, Wisconsin 54901
                    Telephone number: (920) 231-8800

        Securities registered pursuant to Section 12(b) of the Act:
                                 NONE
						
        Securities registered pursuant to Section 12(g) of the Act:
            Class A Common Stock, Par Value $.01 per share

Indicate by check mark whether the 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 definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-K or any amendment to this 
Form 10-K.   [X]

As of March 19, 1999, there were outstanding 15,685,346 shares of 
Class A Common Stock and 2,260,078 shares of Class B Common 
Stock, of which 14,996,585 shares and 1,162,140 shares, 
respectively, were held by non-affiliates of the registrant.  
Based upon the closing sales price as of  March 19, 1999, the 
aggregate market value of the Class A Common Stock held by non-
affiliates was $273,687,676.  The Class B Common Stock is no 
longer listed or quoted on any established trading market, but it 
is convertible into Class A Common Stock on a share-for-share 
basis.  Based on that conversion right, the value of Class B 
Common Stock held by non-affiliates was $21,209,055.

DOCUMENTS INCORPORATED BY REFERENCE

OshKosh B'Gosh, Inc. definitive Proxy Statement for its annual 
meeting to be held on May 7, 1999 (or such later date as the 
directors may determine), incorporated into Part III



                               INDEX

PART I		                                          								     PAGE
Item 1.		Business								                                        5
       		(a)	General Development of Business				                 5
       		(b)	Financial Information About Industry Segments	      6
       		(c)	Narrative Description of Business				               7
        			  Products	                            						         7
        			  Raw Materials, Manufacturing and Sourcing		         8
        			  Sales and Marketing						                          10
        			  International Licensing and Distribution		    	    11
        			  Trademarks							                                  11
        			  Seasonality							                                 11
        			  Working Capital						                              12
        			  Backlog		                                 					    12
        			  Competitive Conditions	                    				    12
        			  Environmental Matters	                     				    13
        			  Employees	                               						    13

Item 2.		Properties					                                        14

Item 3.		Legal Proceedings							                               15

Item 4.		Submission of Matters to a Vote of Security Holders		  15

PART II
Item 5.		Market for the Registrant's Common Stock and 
 		      Related Stockholder Matters						                      15

Item 6.		Selected Financial Data						                          16

Item 7.		Management's Discussion and Analysis of Results 
       		of Operations and Financial Conditions				             17

Item 7A.	Quantitative and Qualitative Disclosures About 
         Market Risk	                                           26

Item 8.		Financial Statements and Supplemenatary		          		  27

Item 9.		Disagreements on Accounting and Financial Disclosure	  49

PART III
Item 10.	Directors and Executive Officers of the Registrant			  49

Item 11.	Executive Compensation	                         					  49

Item 12.	Security Ownership of Certain Beneficial Owners 
       		and Management							                                  49

Item 13.	Certain Relationships and Related Transactions		    	  49

PART IV
Item 14.	Exhibits, Financial Statement Schedule, and Reports
 		      on Form 8-K							                                     49


PART I

ITEM 1.  BUSINESS

(a)  General Development of Business

OshKosh B'Gosh, Inc. (together with its subsidiaries, the 
"Company") was founded in 1895 and was incorporated in the state 
of Delaware in 1929.  The Company designs, manufactures, sources 
and markets apparel primarily for the children's wear and youth 
wear markets.  The Company also offers a children's footwear 
collection.  While its heritage began in the men's work wear 
market, the Company is currently best known for its line of high 
quality children's wear.  It is the Company's vision to become 
the dominant global marketer of branded products for children 
ages newborn to ten through leverage of the existing brand 
franchise in OshKosh B'Gosh and Baby B'Gosh and utilization of 
the Company's core competencies to supply the market with all 
appropriate product for children where quality, durability, and 
fashion innovation are important. The Company is also pursuing 
niche opportunities in adult apparel, where the Company's century 
old heritage can provide meaningful differential advantage to 
address the needs of the marketplace.  

The success of the children's wear business can be attributed to 
the Company's core themes: quality, durability, style, trust and 
Americana.  These themes have propelled the Company to the 
position of a market leader in the branded children's wear 
industry.  The Company strategically extends the product line and 
also leverages the economic value of the OshKosh B'Gosh name via 
both domestic and international licensing agreements.

In addition to the Company's wholesale business, the Company also 
operates a chain of  122 domestic OshKosh B'Gosh branded stores, 
including 117 factory outlet stores and five specialty stores.  
The Company operates an OshKosh B'Gosh showcase store in New York 
City to feature a full line of OshKosh product in a signature 
environment designed to reinforce brand awareness among 
consumers. During 1997, the Company expanded its retail product 
line in its OshKosh B'Gosh branded stores by offering youth wear 
sizes for girls and boys under the trade names Genuine Girl 
(girls sizes 7-16) and Genuine Blues (boys sizes 8-16).  Based on 
the sales performance of the Genuine Girl line in the OshKosh 
B'Gosh operated retail stores, the Company expanded the 
distribution of this product line to wholesale customers 
beginning with the Spring 1998 season.

The Company completed a comprehensive strategic planning 
initiative in 1996.  As part of this initiative and combined with 
management's commitment to more efficient utilization of working 
capital, the Company continues to take steps to improve product 
marketability, streamline operations, reduce its capital base and 
cost structure and improve delivery performance.  These actions 
included an analysis of product extensions, commitment to 
wholesale customer base, periodic review of significant licensee 
arrangements, and development of an effective sourcing strategy, 
which has resulted in the closing of certain domestic 
manufacturing facilities.

The Company designs and arranges for the manufacture of  
substantially all of its apparel and footwear.  Company designers 
develop fabrication, trim accessories, and detailed manufacturing 
specifications.  The product is then manufactured according to 
detailed Company specifications and production schedules in 
Company-owned manufacturing facilities or at third party 
contractor locations worldwide.  Product sourcing is based on 
manufacturing capacity, quality, and lead times, in addition to 
capabilities of specific manufacturing facilities.

The Company leverages its name and brand equity into a wide 
variety of children's products including sleep wear, socks, eye 
wear, educational toys, bedding, and other juvenile products.  
The Company regularly reviews the seasonal offerings of all 
related products both locally and internationally for 
consistency, brand image and quality.  The Company earns 
royalties for use of its name on children's and men's wear 
products throughout the world, and from related accessories 
distributed in the United States and worldwide.

(b)  Financial Information About Industry Segments

The Company is engaged in only one line of business, namely, the 
apparel industry.

(c)  Narrative Description of Business

Products

The Company designs, manufactures, sources and markets a broad 
range of children's clothing as well as lines of youth wear and 
footwear under the OshKosh (copyright), OshKosh B'Gosh (copyright), 
Baby B'Gosh (copyright), Genuine Girl (copyright) and Genuine
Blues (copyright) labels.  The products are distributed primarily 
through better quality department and specialty stores, 122 Company
owned domestic stores, and foreign retailers. 

The children's wear and youth wear business is targeted to reach 
the middle to upper middle segment of the sportswear market, 
through the use of innovative designs, quality fabrics and 
classic styling.  The Company believes that its trade name is a 
valuable asset in the marketing of its apparel, signifying 
apparel that is classic in design and of high quality 
construction.  The Company tradename and trademarks are generally 
displayed prominently on OshKosh product.  Children's wear is 
marketed in size ranges from layette/newborn and infant/toddler 
to girls 6X and boys 7.  Youth wear is in size ranges girls 7 to 
16 and boys 8 to 16.

The Company's children's wear and youth wear business includes a 
broad range of product categories, which are offered in two main 
groups:  Fashion and Classics.  The Fashion group is organized 
primarily in a collection format of seasonal themes, developed by 
an in-house product development staff.  The products in a 
collection share a primary design theme which is carried out 
through fabric design and the distinctive use of colors, 
screenprint, embroidery, and trim applications.  These 
collections are generally presented as three to five small groups 
within each merchandising season.  

The Company also offers a Classics product line, consisting 
primarily of staple denim products with multiple wash treatments.  
The Classics product offerings for each season will typically 
consist of a variety of clothing items including bib overalls, 
pants, jeans, shorts and shortalls (overalls with short pant 
legs), shirts, blouses and knit tops, skirts, jumpers, sweaters, 
dresses, playwear and fleece.  This product line is developed to 
be relatively seasonless, with signature OshKosh B'Gosh classic 
styling.  These styles are available to retail customers for 
replenishment throughout the year.  Some Classics items are also 
designed to serve as a foundation for the Fashion group, with 
seasonal colors and styles to complement the Company's Fashion 
product offering. 

Most products are designed by an in-house staff.  Product design 
requires long lead times, with products generally being designed 
a year in advance of the time they actually reach the retail 
market. While the Company's products are generally traditional in 
nature and not intended to be "designer" items, the Company 
attempts to incorporate current trends and consumer preferences 
in its designs.

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

Raw Materials, Manufacturing, and Sourcing

All raw materials used in the manufacture of Company products are 
purchased from unaffiliated suppliers.  The Company purchases its 
raw materials directly for its owned manufacturing facilities and 
may also procure and retain ownership of fabric related to 
garments cut and assembled by contract manufacturers.  In other 
circumstances, fabric is procured by the contract manufacturer 
directly but in accordance with the Company's specifications.  In 
1998, approximately 77% of the Company's direct expenditures for 
raw materials (fabric) were from its five largest suppliers, with 
the largest such supplier accounting for approximately 63% of 
total raw material expenditures.  Fabric and various non-fabric 
items, such as thread, zippers, rivets, buckles and snaps, are 
purchased from a variety of domestic and foreign sources, based 
on quality, pricing, and availability.  The fabric and accessory 
market in which OshKosh B'Gosh purchases its raw materials is 
composed of a substantial number of  suppliers with similar 
products and capabilities, and is characterized by a high degree 
of competition.  As is customary in its industry, the Company has 
no long-term contracts with its suppliers.  To date, the Company 
has experienced little difficulty in satisfying its requirements 
for raw materials, considers its sources of supply to be 
adequate, and believes that it would be able to obtain sufficient 
raw materials should any one of its product suppliers become 
unavailable.

Product development and administration are primarily coordinated 
from the Company's headquarters facility in Oshkosh, WI or its 
design studio in New York City.  The majority of the product 
engineering and sample making, allocation of production among 
plants and independent contractors, material purchases and 
invoice payments is done through the Company's Oshkosh 
headquarters.  Substantially all designs and specifications 
utilized by independent manufacturers are provided by the 
Company.  

In 1998, approximately 42% of the Company's product line 
(excluding footwear) was produced at Company-owned facilities, 
with the remainder produced by numerous third party contractors 
throughout the world, in accordance with the Company's 
specifications.  Most domestic production takes place in the 
Company's three Tennessee and two Kentucky plants. The Company 
also leases a sewing plant in Honduras, where cut apparel pieces 
are received from the United States and are reimported by OshKosh 
B'Gosh as finished goods under Section 9802 (previously Section 
807).  In 1997 and 1998, as part of the Company's review of 
manufacturing capacity and utilization, the Company completed the 
closure of certain domestic manufacturing facilities and 
continued to expand its use of offshore manufacturing 
capabilities.  These actions were part of the Company's on-going 
effort to improve its product cost structure.  The Company has 
established guidelines for each of its third party manufacturers 
in order to monitor product quality, labor practices and 
financial viability.  It also employs agents, based in regional 
locations abroad, to monitor compliance with design 
specifications and quality standards.  The Company believes that 
its overall global manufacturing strategy gives the Company 
maximum flexibility to properly balance the need for timely 
shipments, high quality products and competitive pricing.    

While no long-term, formal arrangements exist with its third-
party manufacturers, the Company considers these relationships to 
be satisfactory.  The Company believes it could, over a period of 
time, obtain adequate alternative production capacity if any of 
its independent manufacturers become unavailable.  As part of the 
Company's product sourcing strategy, it routinely contracts for 
apparel products produced by contractors in Asia.  If the current 
financial and related difficulties were to adversely impact the 
Company's contractors in Asia, it could disrupt the supply of 
products contracted for by the Company.  A sustained disruption 
of such sources of supply could, particularly on a short-term 
basis, have an adverse impact on the Company's operations.

Because higher quality apparel manufacturing is generally labor 
intensive (sewing, pressing, finishing and quality control), the 
Company has continually sought to take advantage of time saving 
technical advances in areas like computer-assisted design, 
computer-controlled fabric cutting, computer evaluation and 
matching of fabric colors, automated sewing processes, and 
computer-assisted inventory control and shipping.  In order to 
realize economies of operation within the domestic production 
facilities, cutting operations are located in one of the 
Company's five plants, with all domestic product washing, 
pressing and finishing done in one facility in Tennessee and all 
screenprint and embroidery done in one facility in Kentucky.  
Quality control inspections of both semi-finished and finished 
products are required at each plant, including those of 
independent manufacturers, to assure compliance.

Customer orders for Fashion products are booked from three to six 
months in advance of shipping.  Because most Company production 
of styled products is scheduled to fill orders already booked, 
the Company believes that it is better able to plan its 
production and delivery schedules than would be the case if 
production were in advance of actual orders.  In order to secure 
necessary fabrics on a timely basis and to obtain manufacturing 
capacity from independent suppliers, the Company must make 
substantial advance commitments, sometimes as much as five to 
seven months prior to receipt of customer orders.  Inventory 
levels therefore depend on Company judgment of market demand.

Sales and Marketing

In order to meet the diverse needs of its broad customer base, 
the Company uses a wide variety of distribution channels to 
market its products. Wholesale distribution is made primarily 
through better quality department and specialty stores, although 
sales are also made through direct mail catalog companies, 
foreign retailers and other outlets.  In 1998, the Company's 
products were sold to approximately 2,300 wholesale customers 
(approximately 7,500 stores) throughout the United States, and a 
sizable number of international accounts.

Product sales to better quality department and specialty stores 
are made primarily by an employee sales force with the balance of 
sales made by manufacturer's representatives or through 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.  

In addition to its wholesale activities, OshKosh B'Gosh products 
are also sold through 122 Company-owned domestic retail stores, 
operating under two formats: factory outlet stores and mall-based 
specialty stores.   The Company operates 117 domestic factory 
outlet stores, which carry a large selection of first quality 
Company branded apparel at a discount to conventional retail 
prices. The factory outlet stores also provide a means of 
distributing excess and out-of-season product, reducing the 
amount of such product sold to discounters at excessively low 
prices.   In addition, the Company operates four regional mall-
based stores and one showcase store.  These full price, full 
service stores feature a full line of OshKosh B'Gosh product in a 
signature environment designed to convey the total OshKosh image 
and build brand recognition among customers.  The stores are also 
used to test new styles and merchandising strategies.  

The Company's broad distribution base insulates the Company from 
reliance on any one customer.  The Company's largest wholesale 
customer accounted for 12% of the Company's 1998 sales, while the 
Company's largest ten and largest 100 customers accounted for 
approximately 45% and 56% of 1998 sales, respectively.

Domestic marketing programs are aimed at both the Company's 
retail accounts and ultimate consumers, with a main goal of 
increasing overall brand awareness.  A national marketing program 
includes advertising in both consumer and trade publications, 
local cooperative advertising, promotions and in-store 
merchandising.   The Company also offers a cooperative 
advertising program to its retail customers, paying a portion of 
its retail customers' advertising expenditures up to a maximum 
percentage of qualifying sales. 

International Licensing and Distribution

The Company's products are distributed worldwide through 
approximately 40 licensees and distributors in over 80 countries.  
Licensing and distribution agreements allow the Company to 
develop international markets without the need to maintain a 
capital commitment in localized warehousing, offices, personnel 
and inventory. 

The Company provides design assistance to its licensees to insure 
products are appropriate to each foreign market and consistent 
with the Company's brand image.  The licensees and distributors 
either purchase fabric or finished product directly from the 
Company, manufacture their own product, or contract the 
production of the product from third-party manufacturers.  Each 
licensee and distributor is responsible for the marketing and 
distribution of specific product categories within defined 
regions specified in the licensing or distribution agreement.  
Distribution must be through marketing channels consistent with 
the Company's domestic operations and as approved by the Company.  
The Company also provides advertising guidelines and support in 
the development of localized marketing programs.

Trademarks

The Company utilizes the OshKoshr, OshKosh B'Goshr, Baby B'Goshr,  
Genuine Girlr or Genuine Bluesr trademarks on most of its 
products.  Other significant trademarks include a white 
triangular patch on the back of bib garments and the Genuine 
Articler.  The Company currently has approximately 43 trademark 
registrations and 1 pending trademark application in the United 
States and has trademark registrations in approximately 100 
countries outside the U.S.  These trademarks and universal 
awareness of the OshKosh B'Gosh name are significant in marketing 
the products.  Therefore, it is the Company's policy to 
vigorously defend its trademarks against infringement under the 
laws of the U.S. and other countries.  The Company is not aware 
of any material infringing uses.

Seasonality

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

                         	 			PRIMARY
RETAIL SALES SEASON	       BOOKING PERIOD	       	SHIPPING PERIOD
	
Spring/Summer		            August-September     		January-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 stores.  The Company's second quarter sales and income 
are the lowest because of both relatively low domestic wholesale 
unit shipments and relatively modest retail store sales during 
this period.  The Company anticipates this seasonality trend to 
continue to impact 1999 quarterly sales and income.

Working Capital

Working capital needs are affected primarily by inventory levels, 
outstanding accounts receivable and trade payables.  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, 2001.  There were no outstanding 
borrowings against these credit arrangements at January 2, 1999.  
Letters of credit of approximately $21 million were outstanding 
at January 2, 1999.

Inventory levels are affected by order backlog and anticipated 
sales.  Accounts receivable are affected by payment terms 
offered.  It is general practice in the apparel industry to offer 
payment terms of ten to sixty days from date of shipment.  The 
Company offers net 30 days terms only.

The Company believes that its working capital requirements and 
financing resources are comparable with those of other major, 
financially sound apparel companies.

Backlog

The dollar amount of backlog of orders believed to be firm as of 
the end of the Company's fiscal year and as of the preceding 
fiscal year end is not material for an understanding of the 
business of the Company taken as a whole.

Competitive Conditions

The apparel industry is highly competitive and consists of a 
number of domestic and foreign companies.  Some competitors have 
assets and sales greater than those of the Company.  In addition, 
the Company competes with a number of firms that produce and 
distribute only a limited number of products similar to those 
sold by the Company or sell only in certain geographic areas 
being supplied by the Company.

A characteristic of the apparel industry is the requirement that 
a marketer recognize fashion trends and adequately provide 
products to meet such trends.  Competition within the apparel 
industry is generally in terms of quality, price, service, style 
and, with respect to branded product lines, consumer recognition 
and to a lesser extent on the basis of service and price.  The 
Company is focusing attention on the issues of price and service 
and has taken and will continue to take steps to reduce costs, 
become more competitive in the eyes of value conscious consumers 
and deliver the service expected by its customers.

The Company's share of the overall children's wear market is 
quite small.  This is due to the diverse structure of the market 
where there is no truly dominant producer of children's garments 
across all size ranges and garment types.  The Company believes 
that in its primary channel of distribution, department and 
specialty stores, it holds the largest share of the branded 
children's wear market.

Environmental Matters

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

Employees

At January 2, 1999, the Company employed approximately 3,800 
persons.  Approximately 22% of the Company's personnel are 
covered by collective bargaining agreements with the United 
Garment Workers of America.

ITEM 2.  PROPERTIES

                         Approximate
		                      Floor Area in
Location                	Square Feet     Principal Use           
  
Albany, KY	                20,000       	Manufacturing	          
Byrdstown, TN	             32,000       	Manufacturing
Celina, TN                 38,250       	Laundering/Pressing
Dallas, TX (1)	             1,995       	Sales Offices/Showroom
Gainesboro, TN 	           61,000       	Sample Production
Jamestown, TN	             43,000       	Manufacturing
Liberty, KY              	218,000        Manufacturing/Warehousing
New York City, NY (2)	     18,255        Sales Offices/Showroom/Design Studio
Oshkosh, WI	               99,000       	Exec. & Operating Offices
Oshkosh, WI	               88,000       	Leased to Outside Party
Oshkosh, WI              	128,000	       Distribution/Warehousing
Red Boiling Springs, TN	   41,000       	Leased to Outside Party
White House, TN          	284,000       	Distribution/Warehousing

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

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

The Company believes that its properties are well maintained and 
its manufacturing equipment is in good operating condition and 
adequate for current production.  Substantially all of the 
Company's retail stores occupy leased premises, with lease terms 
generally in the range of 5 - 7 years.  These leasehold interests 
are generally well suited for the Company's retail operations. 
For information regarding the terms of the leases and rental 
payments thereunder, refer to the "Leases" note to the 
consolidated financial statements on of this Form 10-K.

ITEM 3.  LEGAL PROCEEDINGS

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

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

None.

PART II

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

Quarterly Common Stock Data 1

                              1998                              1997           	

          
                         Stock price    Dividends    Stock price    Dividends
                        High     Low    per share   High      Low   per share
Class A Common Stock
1st                    $20-1/4 $14-1/2   $0.035   $ 8-9/16  $ 6-7/8  $0.035 
2nd                     23      17-3/4    0.035    10-7/8     7-3/4   0.035
3rd                     24-9/16 18-1/4    0.05     14-1/16   10-9/16  0.035
4th                     24-1/4  17-7/8    0.05     17-13/16  13-3/8   0.035

Class B Common Stock   
1st                    $---    $---      $0.03    $ 9-3/4   $ 9-9/16 $0.03
2nd                     ---     ---       0.03      9-9/16    9-9/16  0.03
3rd                     ---     ---       0.0425    ---       ---     0.03
4th                     ---     ---       0.0425    ---       ---     0.03


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

The Company's Class A common stock trades on the Over-The-Counter 
market and is quoted on NASDAQ under the symbol GOSHA.  The table 
reflects the "last" price quotation on the NASDAQ National Market 
System and does not reflect mark-ups, mark-downs, or commissions 
and may not represent actual transactions.  Prior to June 30, 
1997, the Company's Class B common stock traded on the Over-The-
Counter market and was quoted on NASDAQ under the symbol GOSHB.

As of February 10, 1999, there were 1,306 Class A common stock 
shareholders of record and  145 Class B common stock shareholders 
of record.


ITEM 6.  SELECTED FINANCIAL DATA

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

                                       For the Year Ended                     
               January 2, December 31, December 31, December 31, December 31,
                  1999        1997        1996         1995         1994
Financial results
 Net sales       $423,232    $395,196     $444,766     $432,266    $363,363
 Net income        29,335      22,558        1,119       10,947       7,039
 Return on sales     6.9%        5.7%         0.3%         2.5%        1.9%
Financial condition
 Working capital $ 76,876     $ 82,762     $104,641     $ 95,414    $101,946
 Total assets     162,568      174,788      196,033      208,579     217,211
 Shareholders' 
 equity           103,017      113,157      138,077      150,078     158,814
Data per common share
 Net income
  Basic          $   1.54     $   1.02     $    .05     $    .43    $    .25
  Diluted            1.52         1.02          .05          .43         .25
 Cash dividends 
 declared
  Class A             .17          .14          .14          .14         .19
  Class B            .145          .12          .12          .12         .17
 Shareholders' 
 equity              5.75         5.74         5.86         6.03        5.88


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF 
         OPERATIONS AND FINANCIAL CONDITION

Results of Operations

The following table sets forth, for the periods indicated, 
selected Company income statement data expressed as a percentage 
of net sales.

				                                          As a Percentage of Net Sales
 				                                             for the Year Ended           
                                         January 2,*          December 31,     
                                           1999             1997      1996
Net sales                                 100.0%           100.0%    100.0%
Cost of products sold                      60.9%            63.5%     67.6%
Gross profit                               39.1%            36.5%     32.4%
Selling, general and 
 administrative expenses                   29.5%            29.2%     27.4%
Special charges                             --               --        7.4%
Royalty income, net                        (2.0%)           (2.0%)    (1.4%)
Operating income (loss)                    11.6%             9.3%     (1.0%)
Other income--net                           0.1%             0.3%      0.1%
Income (loss) before income taxes          11.7%             9.6%     (0.9%)
Income taxes (benefit)                      4.8%             3.9%     (1.2%)
Net income                                  6.9%             5.7%      0.3%

* Effective January 1, 1998, the Company changed its fiscal year 
to a 52/53 week period ending on the Saturday closest to December 
31.  Accordingly, the Company's fiscal year 1998 ended January 2, 
1999.  This change did not have a material impact on the 
comparability of the Company's 1998 results of operations with 
1997 and 1996.

1998 Compared to 1997

Net Sales

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

                                    Net Sales
                                  (in millions)                                
                                                                  
                          Domestic             	
                   Wholesale      Retail    International    Total

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

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

The Company's 1998 domestic wholesale unit shipments were up 
approximately 7.8% over 1997.  The increases in unit shipments 
and sales dollars were the result of increased demand for the 
Company's fashion and classics product offerings.  The Company 
currently anticipates relatively flat unit shipments for the 
first half of 1999 and a 3% to 5% increase in unit shipments for 
the remainder of the year.

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

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

Current Company plans for 1999 call for the addition of 
approximately 9 new OshKosh B'Gosh retail stores.  For 1999, the 
Company currently anticipates low single digit comparable store 
sales gains.

Gross Profit

The Company's gross profit margin as a percent of net sales 
increased to 39.1% in 1998 compared with 36.5% in 1997.  This 
gross profit margin improvement was due primarily to continued 
implementation and execution of the Company's global sourcing 
strategy, improved operating efficiencies at the Company's 
domestic sewing facilities, and the Company's continuing focus on 
product design and development activities.  During 1998, 
approximately 42% of units sourced were in the Company's domestic 
facilities as compared to 47% in 1997.  The Company's current 
1999 sourcing plan indicates that approximately 36% of units will 
be produced at the Company's domestic facilities.

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

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

Special Charges

The Company recorded special charges in 1996 related to the 
discontinuance of the Genuine Kids retail store chain, wind-down 
of the Company's European subsidiaries and transfer of the 
European business to a licensee, closing of three domestic sewing 
facilities, and the write-down of the Company's remaining 
manufacturing facilities and related assets to management's 
estimate of fair value.  By January 2, 1999 the Company has 
substantially completed the execution of its plan to eliminate 
the underperforming elements of the Company's business and the 
adjustment of its domestic manufacturing capacity to improve 
efficiency.  The reserve balance at January 2, 1999 is considered 
adequate for the remaining plans and related contingencies.

Royalty Income

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

The Company currently anticipates an increase in its net royalty 
income from licensees in 1999 of approximately 6 to 8%.

Operating Income

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

Other Income-Net

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

Income Taxes

The Company's 1998 effective income tax rate was approximately 
40.5% as compared to approximately 41% in 1997.  The Company 
currently anticipates an effective income tax rate of 
approximately 39% for 1999.  This anticipated reduction is due 
primarily to the implementation of certain planned income 
taxation strategies.

Net Income

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

1997 Compared to 1996

Net Sales

Net sales in 1997 were $395.2 million, a $49.6 million (11.2%) 
decrease as compared to 1996 net sales of $444.8 million.  The 
Company's 1997 domestic wholesale business of approximately 
$214.1 million was $43.0 million (16.7%) less than 1996 sales of 
approximately $257.1 million.
Wholesale unit shipments were down approximately 19.2% from 1996 
unit shipments.  This decrease in unit shipments for 1997 
resulted primarily from a combination of the Company's strategic 
decision to reduce distribution and a significant reduction in 
unit shipments of close-out merchandise.  Shipments of first 
quality garments during 1997 were down approximately 14.7% as 
compared to 1996.

The Company's retail sales at its OshKosh B'Gosh stores of 
approximately $173.9 million increased $47.3 million (37.4%) over 
1996 sales of $126.6 million.  Retail sales in 1996 included 
$33.9 million from its Genuine Kids stores.  The Company's 1997 
increased retail sales at its OshKosh B'Gosh stores resulted from 
both the conversion and combination of a total of 22 Genuine Kids 
stores in early January 1997, as well as comparable store sales 
gains.  The 24.5% comparable store sales gain reported in 1997 
reflected both an increase in sales of OshKosh B'Gosh branded 
products, along with the introduction of an expanded retail 
product line to include bigger sizes under the labels Genuine 
Girl (girls sizes 7-16) and Genuine Blues (boys sizes 8-16).  Net 
sales of Genuine labeled products were approximately $22.1 
million during 1997, representing approximately 12.7% of total 
Company retail sales at Company operated stores.

During 1997, the Company opened 10 OshKosh B'Gosh stores, 
converted 15 Genuine Kids stores to OshKosh stores, combined 7 
Genuine Kids stores into an existing OshKosh store (the Genuine 
Kids store was immediately adjacent to the OshKosh store), closed 
6 OshKosh stores and closed the remaining 36 Genuine Kids stores 
(all Genuine Kids stores were closed in early January).  At 
December 31, 1997, the Company operated 119 domestic OshKosh 
retail stores, including 111 factory outlet stores and 8 showcase 
stores.

Gross Profit

The Company's gross profit margin as a percent of net sales 
increased to 36.5% in 1997 compared with 32.4% in 1996.  This 
gross profit margin improvement was primarily due to continued 
implementation and execution of the Company's sourcing strategy, 
improved operating efficiencies at the Company's domestic sewing 
facilities, and a substantial reduction in the sale of close-out 
merchandise during 1997.  During 1997, approximately 47% of units 
sourced were in the Company's domestic facilities as compared to 
65% in 1996.

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

The Company's S,G&A expenses for 1997 of $115.4 million were $6.7 
million less than 1996 S,G&A expenses of $122.1 million 
(excluding special charges).  This decrease was directly 
attributable to the discontinuance of the Company's direct 
operations in Europe, elimination of the Genuine Kids retail 
store chain, and decreased volume in the Company's wholesale 
business.  As a percent of net sales, S,G&A expenses were 29.2% 
in 1997 as compared to 27.4% in 1996 (excluding special charges).  
The primary reasons for the increased S,G&A expenses as a percent 
of net sales were the decrease in 1997 net sales without a 
proportionate decrease in the fixed element of the Company's 
S,G&A cost structure, combined with the impact of the Company's 
increased retail volume and related higher S,G&A costs as 
compared to the wholesale business.

Special Charges

During 1996, the Company recorded special charges related to the 
discontinuance of the Genuine Kids retail store chain, wind-down 
of the Company's European subsidiaries and transfer of the 
European business to a licensee, closing of three domestic sewing 
facilities, and write-down of the Company's remaining 
manufacturing facilities and related assets to management's 
estimate of fair value.  During 1997, the Company continued to 
execute its plan to eliminate underperforming elements of the 
Company's business and to adjust its domestic manufacturing 
capacity to improve efficiency. 

Royalty Income

The Company licenses the use of its trade name to selected 
licensees in the U.S. and in foreign countries.  The Company's 
net royalty income was $7.9 million in 1997, a $1.8 million 
increase over 1996 net royalty income of $6.1 million.  Royalty 
income from domestic licensees was approximately $2.6 million in 
1997 as compared to $2.8 million in 1996.  Royalty income from 
foreign licensees was approximately $5.3 million in 1997 as 
compared to $3.3 million in 1996.  The Company's 1997 increase in 
royalty income related to foreign licensees was due primarily to 
the Company's conversion of its European business to a licensee, 
along with growth in other foreign markets.

Operating Income

The Company's 1997 operating income of $36.9 million compares to 
a 1996 operating loss of $4.6 million.  Excluding the impact of 
the special charges recorded in 1996, the Company's operating 
income was $28.3 million in 1996.

Other Income--Net

The Company's 1997 interest expense decreased to $0.3 million as 
compared to $1.1 million in 1996.  Interest income increased to 
$1.8 million in 1997 as compared to $1.3 million in 1996.  The 
decrease in interest expense and increase in interest income both 
relate to the significantly higher level of cash and short-term 
investments carried by the Company throughout the first ten 
months of 1997 as compared to 1996.

Income Taxes

The Company's 1997 effective tax rate was approximately 41%.  For 
1996, the Company recorded a $5.2 million income tax benefit, 
which included an approximate $4.5 million income tax benefit 
resulting from the recognition of previously unrecorded U.S. tax 
benefits related to the discontinuance of the Company's European 
subsidiaries.  The remaining 1996 tax benefit related to the 
Company's net loss from operations.

Net Income

Net income for the year ended December 31, 1997 of $22.6 million 
was a $21.5 million increase over net income for the year ended 
December 31, 1996 of $1.1 million.  Excluding the special charges 
recorded by the Company in 1996, the Company's 1997 net income 
increase was $6.3 million (38.7%) over 1996.  1997 diluted 
earnings per share of $1.02 compares to $.05 per share in 1996.  

Seasonality of Business

The Company's business is increasingly seasonal, with highest 
sales and income in the third quarter, which is the Company's 
peak wholesale shipping period and a major retail selling season 
at its retail 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 1999 quarterly sales and 
income.

Year 2000 Considerations

General

The Year 2000 issue involves computer programs and imbedded 
microprocessors in computer systems and other equipment that 
utilize two digits rather than four digits to define the 
applicable year.  These systems need to be modified to process 
and properly recognize date sensitive information before, on, or 
after December 31, 1999.  Without modification, these systems may 
not properly recognize date sensitive information when the year 
changes to 2000 and could generate erroneous data or a system 
failure.  

State of Readiness

To assess the business risk associated with the Year 2000 issue, 
the Company has divided its review into four major areas.  These 
areas include:

     1. Computer hardware and application software programs that 
        comprise the Company's primary business systems.
     2. PC hardware and software, including LANS and servers that 
        comprise various aspects of the Company's business.
     3. Communications with what the Company believes to be all of 
        its significant customers and vendors regarding the status 
        of their Year 2000 compliance programs.
     4. Other non-information technology aspects of the Company's 
        business.

The Company has identified three phases of its Year 2000 project 
applicable to various portions of the above major areas, which 
include a systems inventory of all hardware and programs, problem 
assessment, and remediation and testing.

The Company has established a formal Year 2000 compliance project 
that addresses the Company's significant business systems.  This 
project has an internal project leader to coordinate the 
inventory, problem assessment, and remediation and testing of the 
Year 2000 issues affecting the Company's information and other 
business systems.

As of February 1999, the systems inventory, problem assessment, 
and approximately 90% of the remediation and testing have been 
completed as it relates to the Company's computer hardware and 
application software programs.  We currently anticipate this 
portion of the project will be substantially completed and all of 
these systems will be Year 2000 compliant by April 1999.

All the Company's personal computers have been inventoried and 
problem assessment has been completed.  Based on this assessment, 
significant remediation is not necessary, as we do not anticipate 
any major problems with our PC based hardware or software as a 
result of the Year 2000.

The Company has received confirmation from what it believes to be 
all of its significant vendors and customers as to their Year 
2000 compliance status and has taken steps to determine the 
extent to which the Company's interface systems are vulnerable to 
those third parties' failure to remedy their own Year 2000 
issues. 

The Company has completed the systems inventory and problem 
assessment related to all other essential non-information 
technology systems, and has initiated appropriate remediation and 
testing which is expected to be completed by mid-1999.

Costs

The Company is executing the Year 2000 program primarily with 
existing internal resources and some outside consultants.  The 
Company has and will spend an aggregate of approximately $1 
million, of which approximately $.8 million has been incurred 
through January 2, 1999, on its remediation efforts.  All costs 
associated with the Year 2000 compliance are being funded with 
cash flow generated from operations and are being expensed as 
incurred.  These amounts do not have a material impact on the 
Company's business, operations, or financial condition.  

Risks

At this time, the Company believes that it is adequately 
addressing the Year 2000 issues, but there can be no assurance 
that the Year 2000 issues will not have a material adverse affect 
on the business, financial condition, or results of operations of 
the Company.  Additionally, disruptions in the economy generally 
resulting from the Year 2000 problem could have a material 
adverse effect on the Company.

There can be no assurance that the systems of other companies 
with which the Company does business will be timely converted, or 
that any such failure to upgrade or convert would not have an 
adverse effect on the Company's systems and operations.

If the vendors of the Company's most important goods and 
services, or suppliers of the Company's necessary energy, 
telecommunications and transportation needs fail to provide the 
Company with the materials and services which are necessary to 
produce, distribute, and sell its products, such failures could 
have a materially adverse effect on the result of operations, 
liquidity and financial condition of the Company.

Contingency Plans

The Company presently believes that the Year 2000 issue will not 
pose significant operational problems for its computer systems.  
The Company does plan to have its personnel "standing by" at the 
end of the year to resolve any potential problems as rapidly as 
possible.  These problems are expected to be minimal.

Financial Position, Capital Resources and Liquidity

The Company's financial position remains strong, as demonstrated 
by its balance sheet.  At January 2, 1999, the Company's cash, 
cash equivalents and short-term investments were $16.8 million, 
compared to $22.5 million at the end of 1997.  This reduction is 
attributable to the Company's stock repurchases, offset in part 
by cash generated from operations.  Net working capital at 
January 2, 1999 was $76.9 million compared to $82.8 million at 
December 31, 1997, and $104.6 million at December 31, 1996.  
Accounts receivable at January 2, 1999 were $24.0 million 
compared to $23.3 million at December 31, 1997.  Inventories at 
January 2, 1999 were $65.6 million, compared to $68.2 million at 
the end of 1997.  Management believes that January 2, 1999 
inventory levels are generally appropriate for anticipated 1999 
business activities.  

Cash provided by operations amounted to approximately $42.2 
million in 1998, compared to $35.9 million in 1997 and $55.6 
million in 1996.  The increase in cash provided by operating 
activities in 1998 over 1997 is primarily attributable to 
improved net income.  The decrease in cash provided by operating 
activities in 1997 compared to 1996 is primarily attributable to 
decreased inventory levels during 1996.

Cash used in investing activities totaled $2.2 million in 1998, 
compared to $6.5 million in 1997, and $13.3 million in 1996.  
Capital expenditures were $11.4 million in 1998, compared with 
$6.6 million in 1997 and $7.3 million in 1996 and are currently 
budgeted at $9.6 million for 1999.   The increase in capital 
expenditures in 1998 over 1997 and 1996 is primarily due to the 
Company's upgrade of its distribution systems and Whitehouse, 
Tennessee distribution facilities.  These capital expenditures 
were offset by reductions in the levels of short-term 
investments. Depreciation and amortization are currently budgeted 
at $9.0 million for 1999.

Cash used in financing activities totaled $39.5 million in 1998, 
compared to $46.9 million in 1997, and $13.5 million in 1996.  
The Company's primary financing activities consisted of stock 
repurchase transactions and dividends.

On August 10, 1998, the Company's Board of Directors authorized a 
two-year, $60 million repurchase program of the Company's Class A 
common stock.  During 1998, the Company repurchased 1,343,900 
shares of its Class A common stock under this program for 
approximately $27.3 million.  For all of 1998, the Company 
repurchased 1,888,500 shares of its Class A common stock under 
its current and prior repurchase programs for approximately $37.6 
million.

In August 1997 the Company purchased approximately 3,313,000 
shares of its Class A common stock and approximately 84,000 
shares of its Class B common stock under the terms of its Dutch 
auction tender offer for approximately $37.7 million.  Under the 
terms of the Dutch auction tender offer, all shares were 
purchased at $11 per share.  For all of 1997, the Company 
repurchased approximately 3,796,000 shares of its Class A common 
stock and approximately 84,000 shares of its Class B common stock 
under all of its authorized repurchase programs for approximately 
$44 million.

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

Dividends on the Company's Class A and Class B common stock 
totaled $.17 per share and $.145 per share, respectively, in 1998 
and $.14 per share and $.12 per share, respectively, in 1997.

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 Company had no outstanding long-term debt at January 2, 1999 
or December 31, 1997.   The agreement expires in June, 2001.  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 special charges, and business development 
needs.

Inflation

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

FORWARD-LOOKING STATEMENTS

This report contains certain "forward-looking statements" within 
the meaning of Section 27A of the Securities Act of 1933, as 
amended, and Section 21E of the Securities Exchange Act of 1934, 
as amended.  In addition, from time to time the Company may issue 
press releases and other written communications, and 
representatives of the Company may make oral statements, which 
contain forward-looking information.  Except for historical 
information, matters discussed in such oral and written 
communications, including this report, are forward-looking 
statements.  Such forward-looking statements are based on current 
assumptions and expectations that involve risks and 
uncertainties.  Actual results may differ materially.

The Company's future results of operations and financial position 
can be influenced by such factors as the level of consumer 
spending for apparel, particularly in the children's wear 
segment, overall consumer acceptance of the Company's product 
styling, the financial strength of the retail industry, 
including, but not limited to, business conditions and the 
general economy, natural disasters, competitive factors, risk of 
non-payment of accounts receivable, the unanticipated loss of a 
major customer, failure of Company suppliers to timely deliver 
needed raw materials, Year 2000 issues, particularly with respect 
to the Company's vendors and customers, as well as risk 
associated with foreign operations.  In addition, the inability 
to ship Company products within agreed timeframes due to 
unanticipated manufacturing delays or the failure of Company 
contractors to deliver products within scheduled timeframes, are 
risk factors in ongoing business.  As a part of the Company's 
product sourcing strategy, it routinely contracts for apparel 
products produced by contractors in Asia.  If the current 
financial and related difficulties were to adversely impact the 
Company's contractors in the Asian region, it could disrupt the 
supply of products contracted for by the Company.

The forward-looking statements included herein are only made as 
of the date of this report.  The Company undertakes no obligation 
to publicly update such forward-looking statements to reflect 
subsequent events or circumstances.

ITEM 7A. Qualitative and Quantitative Disclosures about Market Risk

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

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                										Page
Financial Statements:
Report of Independent Auditors                     						  27
Consolidated Balance Sheets - January 2, 1999 and 
   December 31, 1997                                    	  28
Consolidated Statements of Income - year ended 
   January 2, 1999 and	years ended December 31, 1997 
   and 1996                                          				  29
Consolidated Statements of Changes in Shareholders' 
   Equity -	year ended January 2, 1999 
   and years ended	December 31, 1997 and 1996      						  30
Consolidated Statements of Cash Flows - year ended 
   January 2, 1999 	and years ended December 31, 1997 
   and 1996                                           			  31
Notes to Consolidated Financial Statements					            32


REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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

We have audited the accompanying consolidated balance sheets of 
OshKosh B'Gosh, Inc. and subsidiaries (the Company) as of January 
2, 1999 and December 31, 1997 and the related consolidated 
statements of income, changes in shareholders' equity and cash 
flows for each of the three years in the period ended January 2, 
1999.  Our audits also included the financial statement schedule 
listed in the Index at Item 14(a).  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 believe that 
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the consolidated 
financial position of the Company at January 2, 1999 and December 
31, 1997, and the consolidated results of its operations and its 
cash flows for each of the three years in the period ended 
January 2, 1999, 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.

                     						ERNST & YOUNG LLP
						
Milwaukee, Wisconsin			
January 29, 1999


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

					
                                        January 2, 1999    December 31, 1997
ASSETS
Current assets
  Cash and cash equivalents                $  14,308         $  13,779
  Short-term investments                       2,500             8,700
  Accounts receivable, less allowances
   of $4,240 in 1998 and $4,225 in 1997       24,008            23,278
  Inventories                                 65,584            68,226
  Prepaid expenses and other current assets      862             1,265
  Deferred income taxes                       16,700            15,800
Total current assets                         123,962           131,048
Property, plant and equipment, net            32,380            32,955
Deferred income taxes                          4,900             5,500
Other assets                                   1,326             5,285

Total assets                               $ 162,568         $ 174,788

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                         $   7,638         $  10,273
  Accrued liabilities                         39,448            38,013
Total current liabilities                     47,086            48,286
Employee benefit plan liabilities             12,465            13,345
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-
      15,668,859 shares
      in 1998, 17,345,806 shares 
      in 1997                                    157              173
    Class B, authorized-3,750,000 
     shares;
     Issued and outstanding-
      2,260,522 shares
      in 1998, 2,364,564 shares in 1997           23               24
  Retained earnings                          102,837          112,960
Total shareholders' equity                   103,017          113,157

Total liabilities and shareholders' equity $ 162,568        $ 174,788

See notes to consolidated financial statements.


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

                                                                               
                                              For the Year Ended               
                                       January 2, December 31, December 31,
                                         1999         1997        1996        

Net sales                             $ 423,232    $ 395,196    $ 444,766
Cost of products sold                   257,700      250,815      300,495
     
Gross profit                            165,532      144,381      144,271

Selling, general and administrative 
  expenses                              124,798      115,439      122,055
Special charges and plant closings         --           --         32,900
Royalty income, net                      (8,186)      (7,945)      (6,100)

Operating income (loss)                  48,920       36,887       (4,584)

Other income (expense):
  Interest expense                         (399)        (305)      (1,088)
  Interest income                           871        1,797        1,326
  Miscellaneous                             (67)        (192)         249

Other income - net                          405        1,300          487

Income (loss) before income taxes        49,325       38,187       (4,097)

Income taxes (benefit)                   19,990       15,629       (5,216)

Net income                            $  29,335    $  22,558    $   1,119

Net income per common share
  Basic                               $    1.54    $    1.02    $     .05
  Diluted                                  1.52         1.02          .05

See notes to consolidated financial statements.


<TABLE>

                  OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
         Consolidated Statements of Changes in Shareholders' Equity
         (Dollars and shares in thousands, except per share amounts)
 										              
<CAPTION>
                                                                                       Accumulated
                                       Common Stock            Additional                 Other
                                  Class A        Class B         Paid-In    Retained   Comprehensive  
                              Shares  Amount  Shares  Amount     Capital    Earnings      Income    
<S>                          <C>     <C>     <C>     <C>        <C>       <C>            <C>  
Balance - December 31, 1995   22,380   $224    2,532  $ 25     $   --      $ 149,596      $ 233

  Net income                      --     --       --    --         --          1,119         --
  Dividends
   -Class A ($.14 per share)      --     --       --    --         --         (3,091)        --
   -Class B ($.12 per share)      --     --       --    --         --           (303)        --
  Foreign currency translation
   adjustments                    --     --       --    --         --             --        377
  Conversions of common shares    10     --      (10)   --         --             --         --
  Stock options exercised          6     --       --    --         45             --         --
  Repurchase and retirement of    
   common shares,net          (1,346)   (13)      --    --        (45)       (10,090)        --     

Balance - December 31, 1996   21,050    211    2,522    25         --        137,231        610

  Net income                      --     --       --    --         --         22,558         --
  Dividends
   - Class A ($.14 per share)     --     --       --    --         --         (2,698)        --
   - Class B ($.12 per share)     --     --       --    --         --           (293)        --
  Foreign currency translation
   adjustments                    --     --       --    --         --             --       (610)
  Conversions of common shares    74     --      (74)   --         --             --         --
  Stock options exercised         18     --       --    --        126             --         --
  Repurchase and retirement of 
   common shares              (3,796)   (38)     (84)   (1)      (126)       (43,838)        --

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

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

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

</TABLE>

See notes to consolidated financial statements.


                     OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                           (Dollars in thousands)
						                                  
                                                For the Year Ended 		
                                         January 2, December 31, December 31,
                                           1999         1997        1996       
Cash flows from operating activities
  Net income                             $  29,335   $  22,558    $   1,119
  Adjustments to reconcile net income
  to net cash provided by operating 
  activities:
     Depreciation                            8,776      12,301       10,998
     Amortization                              630         707          712
     Loss on disposal of assets                160         275          242
     Deferred income taxes                    (300)        600      (13,200)
     Benefit plan expense, net of 
      contributions                           (880)       (318)       1,827
     Special charges and plant closings         --          --       32,900
     Changes in operating assets 
      and liabilities:
        Accounts receivable                   (730)     (2,774)       4,187
        Inventories                          2,642      (1,427)      28,944
        Prepaid expenses and other 
         current assets                        403         625        1,237
        Accounts payable                    (2,635)      4,865       (8,502)
        Accrued liabilities                  4,840      (1,482)      (4,847)
Net cash provided by operating activities   42,241      35,930       55,617

Cash flows from investing activities
  Additions to property, plant and 
   equipment                               (11,420)     (6,602)      (7,274)
  Proceeds from disposal of assets           3,054       2,853        3,246
  Sale (purchase) of short-term 
   investments, net                          6,200       1,340      (10,040)
  Changes in other assets                      (71)     (4,075)         731
Net cash used in investing activities       (2,237)     (6,484)     (13,337)

Cash flows from financing activities
  Dividends paid                            (3,187)     (2,991)      (3,394)
  Net proceeds from issuance of 
   common shares                             1,330         126           45
  Repurchase of common shares              (37,618)    (44,003)     (10,148)
Net cash used in financing activities      (39,475)    (46,868)     (13,497)

Net increase (decrease) in cash 
 and cash equivalents                          529     (17,422)      28,783

Cash and cash equivalents at 
 beginning of year                          13,779      31,201        2,418

Cash and cash equivalents at end 
 of year                                 $  14,308   $  13,779    $  31,201

Supplementary disclosures
  Cash paid for interest                 $     224   $     178    $     948     
  Cash paid for income taxes             $  20,112   $  13,565    $   5,213

See notes to consolidated financial statements.


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

Note 1.	Significant accounting policies

Business - OshKosh B'Gosh, Inc. and its wholly-owned 
subsidiaries (the Company) are engaged primarily in the  
design, sourcing, and marketing of apparel to wholesale 
customers and through Company owned retail stores.

Principles of consolidation - The consolidated financial 
statements include the 	accounts of all wholly-owned subsidiaries.  
All significant intercompany accounts and 	
transactions have been eliminated in consolidation.
	
Cash equivalents - Cash equivalents consist of highly 
liquid debt instruments such as money market accounts and 
commercial paper with original maturities of three months 
or less.  The Company's policy is to invest cash in 
conservative instruments as part of its cash management 
program and to evaluate the credit exposure of any 
investment.  Cash equivalents are stated at cost, which 
approximates market value.

Short-term investments - Short-term investments are 
classified as available-for-sale securities and are highly 
liquid debt instruments.  These securities have a put 
option feature that allows the Company to liquidate the 
investments at their discretion and are backed by a letter 
of credit from financial institutions.  These investments 
are stated at cost, which approximates market value.

Inventories - Inventories are stated at the lower of cost 
or market.  Inventories stated on the last-in, first-out 
(LIFO) basis represent 99.1% of total 1998 and 99.8% of 
total 1997 inventories.  Remaining inventories are valued 
using the first-in, first-out (FIFO) method.

Property, plant, and equipment - Property, plant, and 
equipment are carried at cost or at management's estimate 
of fair market value if considered impaired under the 
provisions of  Statement of Financial Accounting Standards 
(SFAS) No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of."  
Depreciation and amortization for financial reporting 
purposes are calculated using the straight-line method 
based on the following useful lives:
	
                                            Years
        Land improvements                 10 to 15
        Buildings                         10 to 40
        Leasehold improvements             5 to 10
        Machinery and equipment            3 to 10

Revenue recognition - Revenue within wholesale operations 
is recognized at the time merchandise is shipped to 
customers.  Retail store revenues are recognized at the 
time of sale.

Use of estimates - The preparation of financial statements 
in conformity with generally accepted accounting 
principles requires management to make estimates and 
assumptions that affect the amounts reported in the 
financial statements and accompanying notes.  Actual 
results could differ from those estimates.

Advertising - Advertising costs are expensed as incurred 
and totaled $12,377, $11,165, and $11,448, in 1998, 1997, 
and 1996, respectively.

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

                                             1998     1997     1996

Denominator for basic earnings per share-
 weighted average shares                    19,072   22,033   24,678
Employee stock options (treasury 
 stock method)                                 289      151       16
Denominator for diluted earnings per share  19,361   22,184   24,694

Fiscal year - Beginning in 1998, the Company adopted a 
change in its fiscal year from a calendar year to a 52/53 
week year ending on the Saturday closest to December 31.  
Fiscal 1998, which included 52 weeks and three days, ended 
on January 2, 1999.  Fiscal 1997 and 1996 were calendar 
years ended on December 31. All references to years in 
this report refer to the fiscal years described above.

Impact of recently issued accounting standards - In 
February 1998, the FASB issued SFAS No. 132, "Employers' 
Disclosures about Pensions and Other Postretirement 
Benefits" which revises employers' disclosures about 
pension and other postretirement benefit plans.  SFAS No. 
132 does not change the measurement or recognition of 
those plans.  For the year ended January 2, 1999, the 
Company adopted SFAS No. 132 and its disclosures for all 
periods included herein.

In June 1997, the FASB issued SFAS No. 130 "Reporting 
Comprehensive Income," which establishes standards for 
reporting and display of comprehensive income and its 
components in a full set of general purpose financial 
statements.  The Company has adopted SFAS No. 130 
effective January 1, 1998.  However, adoption of SFAS No. 
130 had no impact on the Company's net income or 
shareholders' equity in 1998.  Comprehensive income 
equaled net income in 1998.  Comprehensive income totaled 
$21,948 and $1,496 in 1997 and 1996, respectively.  The 
difference between net income and comprehensive income 
represents foreign currency translation adjustments.

Reclassifications - Certain prior year amounts have been 
reclassified to conform with the current year 
presentation.

Note 2.	Special charges
		
In 1996, the Company recorded special charges related to 
the discontinuance of the Company's Genuine Kids retail 
store chain, wind-down of the Company's European 
subsidiaries and transfer of the European business to a 
licensee, closing its Red Boiling Springs, Tennessee, 
Celina, Tennessee, and Columbia, Kentucky sewing 
facilities and asset impairments related to excess 
manufacturing capacity.  These special charges totaled 
$32,900, which amounted to $15,200 ($.62 per share) net of 
tax benefits.

These special charges include $6,400 in severance and 
related benefits for the 1,600 affected employees, $2,000 
related to inventory disposals, $6,900 related to other 
exit costs including lease settlements and costs to 
dispose of other operating assets, and $17,600 in asset 
impairments related to unamortized retail leasehold 
improvements and excess manufacturing space.  The Company 
has sold substantially all of its excess manufacturing 
space.

The wind-down of the European entities permitted the 
recognition of certain U.S. tax deductions previously 
unrecognized, resulting in an approximate $4,500 income 
tax benefit.  This income tax benefit, along with the 
$13,200 income tax benefit resulting from the special 
charges, reduced the net impact on Company earnings in 
1996 by $17,700.

Through 1998, approximately $10,900 of severance and other 
exit costs have been incurred to complete substantially 
all of the strategic changes related to these special 
charges.  The reserve at January 2, 1999 is considered 
adequate for remaining plans and related contingencies.

Note 3.    Inventories

A summary of inventories follows:		

                           January 2,    December 31,
                             1999           1997

Finished goods             $  55,005     $  49,400
Work in process                9,333        14,782
Raw materials                  1,246         4,044

Total                      $  65,584     $  68,226

The replacement cost of inventory exceeds the above LIFO costs by 
$13,899 and $14,138 at January 2, 1999 and December 31, 1997, respectively. 
Partial liquidation of certain LIFO layers in 1998, 1997 and 1996 
increased net income by approximately $391, $577 and $660, respectively.

Note 4.	Property, plant and equipment

A summary of property, plant, and equipment follows:

                                                  January 2,   December 31, 
                                                     1999          1997

Land and improvements                             $  3,246       $  3,677
Buildings                                           13,822         15,035
Leasehold improvements                              14,659         14,036
Machinery and equipment                             33,861         27,630
Construction in progress                                --          1,814
Total                                               65,588         62,192
Less: accumulated depreciation and amortization     33,208         29,237
Property, plant and equipment, net                $ 32,380       $ 32,955

Note 5.	Lines of credit

The Company maintains an unsecured 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, 2001.

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.

There were no outstanding borrowings against these credit 
arrangements at January 2, 1999.  Letters of credit of 
approximately $21,000 were outstanding at January 2, 1999, 
with $79,000 of the unused credit facilities available for 
borrowing.

Note 6.	Accrued liabilities

A summary of accrued liabilities follows:

                                   January 2,    December 31,
                                     1999           1997

Compensation                        $  5,051       $  4,526
Workers' compensation                 10,250         10,250
Income taxes                           6,627          6,936
Restructuring costs                    4,032          7,938
Other                                 13,488          8,363
Total                               $ 39,448       $ 38,013
			
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:
		
Fiscal Year                                                     

1999                              $ 11,458
2000                                 9,365
2001                                 6,869
2002                                 5,288
2003                                 3,632
Thereafter                           4,129

Total minimum lease payments      $ 40,741
	
Total rent expense charged to operations for all operating 
leases is as follows:
                                                    
                                 1998      1997      1996

Minimum rentals               $ 16,352  $ 15,005  $ 17,691
Contingent rentals                 961       800       493
Total rent expense            $ 17,313  $ 15,805  $ 18,184

Note 8.	Income taxes

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


                                 1998       1997       1996
Current:
  Federal                     $ 16,666   $ 12,396   $  7,224
  State and local                3,624      2,633        760
                                20,290     15,029      7,984
Deferred                          (300)       600    (13,200)

Total                         $ 19,990   $ 15,629   $ (5,216)

Deferred tax assets and liabilities relate to temporary 
differences between the financial reporting and income tax 
basis of Company assets and liabilities, and include the 
following components:


                                       January 2,   December 31,
                                         1999          1997
                                        [Assets (Liabilities)]
Current deferred taxes
  Accounts receivable allowances       $  1,225       $  1,026
  Inventory valuation                     4,964          5,112
  Accrued liabilities                     6,584          5,412
  Restructuring costs                     2,052          3,670
  Valuation reserves and other            1,875            580

Total net current deferred tax assets  $ 16,700       $ 15,800

Non-current deferred taxes
  Depreciation                         $     61       $   (115)
  Deferred employee benefits              4,940          5,259
  Trademark                                 501            498
  Other                                    (602)          (142)

Total net non-current deferred tax 
  assets                               $  4,900       $  5,500

For financial reporting purposes, income (loss) before 
income taxes includes the following components:
	
                                          1998      1997      1996
Income (loss) before income  taxes:
  United States                        $ 48,265  $ 37,263  $  6,308
  Foreign                                 1,060       924   (10,405)

Total                                  $ 49,325  $ 38,187  $ (4,097)


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

                                                 1998      1997      1996

Federal statutory tax rate                       35.0%     35.0%    (35.0)%

Differences resulting from:
  State and local income taxes, net of federal 
   income tax benefit                             4.6       4.7      (4.6)
  Tax effect of foreign losses                     --        --      13.6
  U.S. tax deductions related to European
    subsidiaries                                   --        --    (109.8)
  Other                                            .9       1.2       8.5      
Total                                            40.5%     40.9%   (127.3)%

As discussed in Note 2, the wind down of the Company's 
European subsidiaries permitted the recognition of certain U.S. tax 
deductions previously unrecognized, resulting in a 1996 income tax benefit of 
approximately $4,500.

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 plans 
totaled $3,017, $2,950, and $3,795 for 1998, 1997, and 
1996, respectively.

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

The actuarial computations utilized the following 
assumptions as applicable for each plan:
				                                                        
                                                  1998      1997       1996

Discount rate                                     6.5%      7.0%       7.5%
Expected long-term rate of return on  assets      9.0%      9.0%       8.0%
Rates of increase in compensation levels        0-4.5%    0-4.5%     0-4.5%

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.

Net periodic pension cost was comprised of:
                                                                               
                                         1998          1997           1996
Service cost                          $ 2,052       $ 1,685        $ 2,315
Interest cost                           2,006         2,004          2,230
Expected return on plan assets         (2,531)       (2,123)        (1,950)
Amortization of prior service cost        347           457            587
Amortization of transition obligation    (156)         (156)          (164)
Recognized actuarial (gain) loss         (401)         (165)             2
Net periodic pension cost             $ 1,317       $ 1,702        $ 3,020

In conjunction with the special charges discussed in Note 
2, the Company curtailed defined benefit plans for the 
affected plants in 1996 and settled the plan obligations 
in 1997.  Curtailment and settlement costs of 
approximately $655 are included in the special charges 
originally recorded in 1996.

Net periodic postretirement benefit cost was comprised of:
                                                                                
                                              1998         1997       1996
Service cost                                 $  12        $ 117      $  78
Interest cost                                   25           90         84 
Net amortization and deferral                  (98)          (4)        (8)
Net periodic postretirement (benefit) cost   $ (61)       $ 203      $ 154

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

                                  Pension Benefits    Postretirement Benefits
                                    1998     1997        1998        1997
Change in benefit obligation
 Benefit obligation at 
  beginning of year              $ 31,252  $ 31,338    $  1,448    $  1,217
 Service cost                       2,052     1,685          12         117
 Interest cost                      2,006     2,004          25          90
 Amendments                            30        --          --          --
 Actuarial (gain) loss                764     1,207      (1,068)         66
 Pension settlement                    --       455          --          --
 Benefits paid                     (1,603)   (5,437)        (34)        (42)
 Benefit obligation at 
  end of year                      34,501    31,252         383       1,448

Change in plan assets
 Fair value of plan assets at 
  beginning of year                27,864    26,074          --         --
 Actual return on plan assets       2,188     4,444          --         --
 Company contributions                416     2,783          34         42
 Benefits paid                     (1,603)   (5,437)        (34)       (42)
 Fair value of plan assets at 
  end of year                      28,865    27,864          --         --  

Funded status
 Funded status of plan 
  (underfunded)                    (5,636)   (3,388)       (383)    (1,448)
 Unrecognized net actuarial loss   (4,599)   (6,106)     (1,149)      (180)
 Unrecognized prior service cost    2,514     2,831          --         --
 Unrecognized transition 
  obligation                         (771)     (927)         --         --   
 Prepaid accrued benefit cost    $ (8,492) $ (7,590)   $ (1,532)  $ (1,628)

Amounts recognized in the consolidated balance sheets:
                                                                      
                                 Pension Benefits     Postretirement Benefits
                                 1998       1997         1998        1997

Accrued benefit liability     $ (8,940)  $ (8,684)     $ (1,532)   $ (1,628)
Prepaid benefit cost               448      1,094            --          --
                              $ (8,492)  $ (7,590)     $ (1,532)   $ (1,628)

Amounts applicable to the Company's pension plans with projected 
benefit obligations in excess of plan assets are as follows:

                                     January 2,        December 31, 
                                       1999               1997        
Projected benefit obligations        $ 33,244           $ 26,604
Accumulated benefit obligations      $ 24,600           $ 16,604
Fair value of plan assets            $ 27,582           $ 22,940

Amounts applicable to the Company's pension plans with accumulated 
benefit obligations in excess of plan assets are as follows:
		                                                             
                                     January 2,        December 31, 
                                       1999               1997       
Projected benefit obligations        $  6,744           $  2,156
Accumulated benefit obligations      $  5,768           $  1,247
Fair value of plan assets            $  4,134           $    --

The assumed health care cost trend rate has a significant 
effect on the amounts reported.  A one-percentage-point 
change in the assumed health care cost trend rate would 
have the following effects:

                                      1-Percentage      1-Percentage 
                                     Point Increase    Point Decrease
Effect on total of service and 
 interest cost components for 1998      $    229          $   (182)
Effect on postretirement benefit 
 obligation as of January 2, 1999       $  1,438          $ (1,522)

Defined contribution plans

The Company maintains a defined contribution retirement 
plan covering certain salaried employees.  Annual 
contributions are discretionary and are determined by the 
Company's Executive Committee.  Charges to operations by 
the Company for contributions under this plan totaled 
$1,179, $828, and $627 for 1998, 1997, and 1996, 
respectively.

In 1996, the Company initiated a profit-sharing plan 
covering certain salaried and hourly employees pursuant to 
Section 401(k) of the Internal Revenue Code, whereby 
participants may contribute a percentage of compensation, 
but not in excess of the maximum allowed under the Code.  
The plan provides for a matching contribution by the 
Company which amounted to approximately $413, $376 and $89 
for 1998, 1997, and 1996, 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 $108, $44 
and $59 for 1998, 1997, and 1996, respectively.

Deferred employee benefit plans

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

Note 10.	Common stock

The Company maintains a stock conversion plan whereby 
shares of Class B common stock may be converted to an 
equal number of Class A common shares.

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

The Class A common stock shareholders are entitled to 
receive a liquidation preference of $1.875 per share 
before any payment or distribution to holders of  the 
Class B common stock.  Thereafter, holders of the Class B 
common stock are entitled to receive $1.875 per share 
before any further payment or distribution to holders of 
the Class A common stock.  Thereafter, holders of the 
Class A common stock and Class B common stock share on a 
pro rata basis in all payments or distributions upon 
liquidation, dissolution, or winding up of the Company.

The Class A common stock shareholders have the right to 
elect or remove, as a class, 25% of the entire board of 
directors of the Company.  Class B common stock 
shareholders are entitled to elect or remove, as a class, 
the other 75% of the directors (subject to any rights 
granted to any series of preferred stock) and are 
entitled to one vote per share on all matters (including 
an increase or decrease in the unissued authorized 
capital stock of any class) presented to the shareholders 
for vote.

On August 10, 1998, the Company's Board of Directors 
authorized a two-year, $60,000 repurchase program of the 
Company's Class A common stock.  During 1998, the Company 
repurchased 1,343,900 shares of its Class A common stock 
under this program for approximately $27,300.  For all of 
1998, the Company repurchased 1,888,500 shares of its 
Class A common stock under its current and prior 
repurchase programs for approximately $37,600.

In August, 1997 the Company purchased approximately 
3,313,000 shares of its Class A common stock and 
approximately 84,000 shares of its Class B common stock 
under the terms of its Dutch auction tender offer for 
approximately $37,700.  Under the terms of the Dutch 
auction tender offer, all shares were purchased at $11 
per share.  For all of 1997, the Company repurchased 
approximately 3,796,000 shares of its Class A common 
stock and approximately 84,000 shares of its Class B 
common stock under all of its authorized repurchase 
programs for approximately $44,000.
 
For all of 1996, the Company repurchased approximately 
1,346,000 shares of its Class A common stock under 
authorized repurchase programs for approximately $10,100.

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

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

The Company's 1994 Incentive Stock Option Plan has 
authorized the grant of options to management personnel 
and directors for up to 2,940,000 shares of the Company's Class 
A common stock.  As of January 2, 1999, 1,605,400 shares 
are available for grant.  Options granted generally have 
10 year terms and vest ratably over a four year period 
following date of grant.

The following pro forma information regarding net income 
and net income per share required by SFAS No. 123, 
"Accounting for Stock Based Compensation," has been 
determined as if the Company had accounted for its 
employee stock options under the fair value method of 
that statement.  The fair value for these options was 
estimated at the date of grant using a Black-Scholes 
option pricing model with the following weighted-average 
assumptions for 1998, 1997, and 1996, respectively: risk-
free interest rates of  5.57%, 6.42%, and 5.81%; 
dividends of $.20 in 1998 and $.14 in 1997 and 1996; 
volatility factors of the expected market price of the 
Company's common stock of  .472, .406, and .409; and a 
weighted-average expected life of the option of 
approximately 8 years.  Changes in these subjective 
assumptions can significantly affect the fair value 
calculations.

The estimated fair value of the options is amortized to 
expense over the options' vesting period:


                                        1998        1997        1996

Net income as reported               $ 29,335    $ 22,558    $  1,119
Pro forma net income                   28,560      22,230         880
Net income per share as reported
  Basic                                  1.54        1.02         .05
  Diluted                                1.52        1.02         .05
Pro forma net income per share
  Basic                                  1.50        1.01         .04
  Diluted                                1.48        1.00         .04

			
A summary of the Company's stock option activity and 
related information follows:
	
                                                                  
                        1998               1997                 1996          
                 Options  Weighted-  Options   Weighted-  Options   Weighted-
                  (000)    average    (000)     average    (000)     average
                          exercise             exercise             exercise 
                            price                price               price

Outstanding-
 beginning 
 of year           864    $    8       604     $    7       312     $    7

Granted            347        19       340          8       324          8

Exercised         (110)        8       (18)         8        (6)         7

Forfeited          (19)       13       (62)         8       (26)         7

Outstanding-
 end of 
 year            1,082    $   11       864     $    8       604     $    7

Exerciseable
 at end 
 of year          370     $    8       206     $    8        90     $    7

Weighted-average 
 fair value 
 of options
 granted 
 during year              $ 7.25               $ 2.47               $ 2.56

                                                                                
                                 Options outstanding    Options exerciseable  
                                Weighted-   Weighted-            Weighted-
                                 average     average              average
  Range of           Number     remaining   exercise    Number   exercise
exercise prices   outstanding contract life   price  outstanding   price

$  7 to $  9          744          7.3        $  8       370       $  8
$ 18 to $ 20          338          9.1          19        --         --
                    1,082                                370


Note 11.	Business and credit concentrations

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

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

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

Note 12.	Litigation

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


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE 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 7, 1999.

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 7, 1999.

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 7, 1999.

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 7, 1999.


PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON 
          FORM 8-K

(a)	(1)	Financial Statements

Financial statements for OshKosh B'Gosh, Inc. listed in 
the Index to Financial Statements and Supplementary 
Data are filed as part of this Annual Report.		

(2)	Financial Statement Schedule:

Schedule II - Valuation and Qualifying Accounts

Schedules not included have been omitted because they 
are not applicable, 	immaterial, or the required 
information is included in the consolidated 	financial 
statements or notes thereto.

(3)	Index to Exhibits

(b)	Reports on Form 8-K

None

(c)	Exhibits

3.1   	Certificate of Incorporation of OshKosh B'Gosh, 
       Inc., as restated, May 7, 			1993, previously 
       filed as Exhibit 99.3 to the Registrant's Current Report 	
     		on Form 8-K dated October 25, 1995, Commission File 
       Number 0-13365, 			is incorporated herein by 
       reference.

3.22   By-laws of OshKosh B'Gosh, Inc., as amended, 
       previously filed as exhibit 3.2 to the Registrant's 
       Annual Report on Form 10-K for the fiscal year ended 
       December 31, 1997, Commission File Number 0-13365, 
       is incorporated herein by reference.

*10.1	 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 the 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, previously filed as Exhibit 10.3 to the 
       Registrant's Annual Report on Form 10-K for the 
       fiscal year ended December 31, 1997, is incorporated 
       herein be reference.

	*10.4	OshKosh B'Gosh, Inc. Restated Excess Benefit Plan, 
       as amended, previously filed as Exhibit 10.4 to the 
       Registrant's Annual Report on Form 10-K for the 
       fiscal year ended December 31, 1997, is incorporated 
       herein be reference. 				

	*10.5	OshKosh B'Gosh, Inc. Executive Deferred Compensation 
       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, 1997, is 
       incorporated herein be 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 0-13365, is 
       incorporated herein by reference.

	 10.7	Acknowledgment of 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.

	 10.8	Indemnity Agreement between OshKosh B'Gosh, Inc. and 
       William P. Jacobsen (former 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:  Douglas W. Hyde, Michael D. 
       Wachtel and Kenneth H. Masters).

	*10.9	OshKosh B'Gosh, Inc. Executive Non-Qualified Profit 
       Sharing Plan, as amended, previously filed as 
       Exhibit 10.9 to the Registrant's Annual Report on 
       Form 10-K for the fiscal year ended December 31, 
       1997, is incorporated herein be 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 0-13365, 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 0-13365, 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 December 31, 1998.

	*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 
       	0-13365, is incorporated herein by reference.

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

	*10.15	OshKosh B'Gosh, Inc. Flexible Nonstandardized 401(k) 
        Adoption Agreement and Smith Barney 
        Prototype Defined Contribution Plan 			
       	Document #05 previously filed as Exhibit 10.15 to the 
        Registrant's Annual Report on Form 10-K for 
        the fiscal year ended December 31, 1996, 
        Commission File Number 0-13365, is incorporated herein by 	
     			reference.

 	 21.	The following is a list of subsidiaries of the 
       Company as of January 2, 1999.  The consolidated 
       financial statements reflect the operations of all 
       subsidiaries as they existed on January 2, 1999.

                                                       State or Other
                                                      Jurisdiction of
                                                     Incorporation or
       Name of Subsidiary                              Organization

       Grove Industries, Inc.                            Delaware
       Manufacturera International Apparel, S.A.         Honduras
       OshKosh B'Gosh International Sales, Inc.       Virgin Islands
       OshKosh B'Gosh Asia/Pacific Ltd. (Inactive)       Hong Kong
       OshKosh B'Gosh U.K. Ltd. (Inactive)            United Kingdom
       OshKosh B'Gosh Deutschland GmbH (Inactive)         Germany
       OshKosh B'Gosh Investments, Inc.                   Nevada

	
	23.	Consent of Ernst & Young LLP, Independent Auditors
 
	27.	Financial Data Schedule

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


                              SIGNATURES

Date:  March 31, 1999

Pursuant to the requirements of Section 13 of 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-Finance, Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons on behalf of the 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

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

/S/ STEVEN R. DUBACK		        		      Secretary and Director

/S/ WILLIAM F. WYMAN	      	        		Vice President Domestic Licensing

Date:  March 31, 1999


                   OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                              Schedule II

Valuation and Qualifying Accounts
(Dollars in Thousands)

                                           1998       1997       1996
Accounts receivable - allowances:
 Balance at beginning of period         $  4,225   $  5,474   $  3,970
 Charged to costs and expenses            15,997     11,836     10,392
 Deductions - bad debts written off,
   net of recoveries and other
   allowances                            (15,982)   (13,085)    (8,888)

 Balance at end of period               $  4,240   $  4,225   $  5,474


                                           1998       1997       1996
Restructuring costs - allowances:
  Balance at beginning of period        $  7,938   $ 10,694   $    334
  Charged to cost and expenses                --         --     15,300
  Actual restructuring costs incurred     (3,906)    (2,756)    (4,940)

  Balance at end of period              $  4,032   $  7,938   $ 10,694
                                

                                                               EXHIBIT 23

           Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration 
Statements (Forms S-8 No. 333-01051 and No. 333-01053) of OshKosh 
B'Gosh, Inc. of our report dated January 29, 1999, with respect 
to the consolidated financial statements and schedule of OshKosh 
B'Gosh, Inc. and Subsidiaries included in this Annual Report 
(Form 10-K) for the year ended January 2, 1999.

                     						ERNST & YOUNG LLP

Milwaukee, Wisconsin
March 29, 1999