EXHIBIT 10.7


                      OSHKOSH B'GOSH, INC.
                    1994 INCENTIVE STOCK PLAN
                  (AS AMENDED THROUGH 11/6/01)

I.   INTRODUCTION

     1.01 Purpose.  This plan shall be known as the Oshkosh B'Gosh,
Inc. 1994 Incentive Stock Plan (the "Plan").  The purpose of  the
Plan  is  to  provide an incentive for key employees  of  Oshkosh
B'Gosh,   Inc.   and   its  Subsidiaries  to  improve   corporate
performance on a long-term basis, and to attract and  retain  key
employees.  It is intended that the Plan and its operation comply
with  the  provisions of Rule 16b-3 under the Securities Exchange
Act of 1934 (or any successor rule).

1.02 Effective Date.  The effective date of the Plan shall be
August 8, 1994, subject to approval of the Plan by shareholders
of the Company.  Any Award granted prior to such shareholder
approval shall be expressly conditioned upon shareholder approval
of the Plan.
II.  PLAN DEFINITIONS

     2.01 Definitions.  For Plan purposes, except where the context
clearly  indicates otherwise, the following terms shall have  the
meanings set forth below:

        (a)  "Award" shall mean the grant of any form of stock option or
               restricted stock.

	(b)  "Board" shall mean the Board of Directors of the Company.

	(c)  (Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

	(d)  "Committee" shall mean the committee described in Section
4.01 or the person or persons to whom the committee has delegated
its power and responsibilities under Section 4.03.

	(e)  "Company" shall mean Oshkosh B'Gosh, Inc., a Wisconsin
corporation.

	(f)  "Company Stock" shall mean the Company's Class A Common
Stock and such other stock and securities as may be substituted
therefor pursuant to Section 3.02.

	(g)  "Eligible Employee" shall mean any regular salaried employee
of the Company or a Subsidiary who satisfies the requirements of
Section 5.01.

	(h)  "Fair Market Value" on any date shall mean, with respect to
Company Stock, if the stock is then listed and traded on a
registered national securities exchange, or is quoted in the
NASDAQ National Market System, the mean of the high and low sale
prices recorded in composite transactions as reported by a
reliable source for such date.  In the absence of reported sales
or if the stock is not so listed or quoted, but is traded in the
over-the-counter market, Fair Market Value shall be the mean of
the closing bid and asked prices for such shares on the relevant
date.

	(i)  "Grantee" shall mean any person who has been granted an
Award under the Plan.

	(j)  "Option Period" shall mean the period of time provided
pursuant to Section 6.04 within which a stock option may be
exercised.

	(k)  "Subsidiary" shall mean any corporation, partnership,
limited liability company, joint venture or other entity now or
hereafter in existence in which at least a 50% voting or profits
interest is owned, directly or indirectly, by the Company, and
any other business venture designated by the Committee in which
the Company has a significant interest, as determined in the
discretion of the Committee.

III. SHARES SUBJECT TO AWARD

	3.01 Available Shares.  The total number of shares of Company
Stock  that  may  be issued under the Plan shall not  exceed  two
million  eight  hundred  thousand  (2,800,000)  shares.    Shares
subject  to  and  not  issued  under  an  option  which  expires,
terminates,  is  canceled or forfeited for any reason  under  the
Plan  and  shares  of restricted Company Stock  which  have  been
forfeited  before  the  Grantee  has  received  any  benefits  of
ownership,  such  as dividends from the forfeited  shares,  shall
again become available for the granting of Awards.

	3.02 Changes in Common Stock.  If any stock dividend is declared
upon the Company Stock, or if there is any stock split, stock
distribution, or other recapitalization of the Company with
respect to the Company Stock, resulting in a split or combination
or exchange of shares, the aggregate number and kind of shares
which may thereafter be granted under the Plan shall be
proportionately and appropriately adjusted and the number and
kind of shares then subject to options granted to employees under
the Plan and the per share option price therefor shall be
proportionately and appropriately adjusted, without any change in
the aggregate purchase prices to be paid therefor.

IV.  ADMINISTRATION

	4.01  Administration by the Committee.  The  Plan  shall  be
administered by a committee designated by the Board to administer
the Plan and shall initially be the Compensation Committee of the
Board.  The Committee shall be constituted to permit the Plan  to
comply  with  the provisions of Rule 16b-3 under  the  Securities
Exchange Act of 1934 (or any successor rule).  A majority of  the
members of the Committee shall constitute a quorum.  The approval
of such a quorum, expressed by a vote at a meeting held either in
person  or by conference telephone call, or the unanimous consent
of all members in writing without a meeting, shall constitute the
action of the Committee and shall be valid and effective for  all
purposes of the Plan.

	4.02 Committee Powers.  The Committee is empowered to adopt such
rules, regulations and procedures and take such other action as
it shall deem necessary or proper for the administration of the
Plan and, in its discretion, may modify, extend or renew any
Award theretofore granted.  The Committee shall also have
authority to interpret the Plan, and the decision of the
Committee on any questions concerning the interpretation of the
Plan shall be final and conclusive.  The Committee may consult
with counsel, who may be counsel for the Company, and shall not
incur any liability for any action taken in good faith in
reliance upon the advice of counsel.

     Subject  to the provisions of the Plan, the Committee  shall

have full and final authority to:

        (a)  designate the persons to whom Awards shall be granted;

	(b)  grant Awards in such form and amount as the Committee shall
determine;

	(c)  impose such limitations, restrictions and conditions upon
any such Award as the Committee shall deem appropriate, and

	(d)  waive in whole or in part any limitations, restrictions or
conditions imposed upon any such Award as the Committee shall
deem appropriate.

     4.03 Delegation by Committee.  The committee designated by the
Board  under  Section 4.01 may delegate all or any  part  of  its
responsibilities and powers to any executive officer or  officers
of  the  Company selected by it, provided that no such delegation
shall  be  made  with respect to the grant of any  Award  to  the
President  or  any Vice President of the Company,  and  any  such
delegation shall comply in all respects with the requirements and
conditions  of  Section 157 of the Delaware  General  Corporation
Law.   Any such delegation may be revoked by the Board or by  the
committee at any time.

V.   PARTICIPATION

     5.01  Eligibility.   Key employees of the  Company  and  its
Subsidiaries (including officers and employees who may be members
of  the  Board)  who,  in  the  sole opinion  of  the  Committee,
contribute significantly to the growth and success of the Company
or  a  Subsidiary  shall be eligible for Awards under  the  Plan.
From  among  all  such  Eligible Employees, the  Committee  shall
determine  from  time to time those Eligible  Employees  to  whom
Awards  shall be granted.  No eligible employees shall be granted
an  Award  or Awards covering more than 50,000 shares of  Company
Stock in any calendar year.  No Eligible Employee shall have  any
right whatsoever to receive an Award unless so determined by  the
Committee.

	5.02 No Employment Rights.  The Plan shall not be construed as
conferring any rights upon any person for a continuation of
employment, nor shall it interfere with the rights of the Company
or any Subsidiary to terminate the employment of any person or to
take any other action affecting such person.

VI.  STOCK OPTIONS

     6.01 General.  Stock options granted under the Plan may be in the
form  of  incentive  stock options (within the  meaning  of  Code
Section  422) or non-qualified stock options; provided,  however,
that  incentive stock options shall only be granted  to  Eligible
Employees  who  are  employed  by the  Company  or  a  parent  or
subsidiary corporation of the Company.  Each option granted under
the  Plan shall be evidenced by a stock option agreement  between
the  Company  and the Grantee which shall contain the  terms  and
conditions required by this Article VI, and such other terms  and
conditions, not inconsistent herewith, as the Committee may  deem
appropriate in each case.  The holder of an option shall not have
any rights as a stockholder with respect to the shares covered by
an option until such shares have been delivered to him or her.

	6.02 Option Price.  The price at which each share of Company
Stock covered by an option may be purchased shall be determined
in each case by the Committee and set forth in each stock option
agreement.  In no event shall such price be less than one hundred
percent (100%) of the Fair Market Value of the Company Stock when
the option is granted.  Employees who own, directly or
indirectly, within the meaning of Code Section 425(d), more than
10% of the voting power of all classes of stock of the Company or
any parent or subsidiary corporation shall not be eligible to
receive an incentive stock option hereunder unless the purchase
price per share under such option is at least 110% of the Fair
Market Value of the stock subject to the option and such option
by its terms is not exercisable after the expiration of 5 years
from the date such option is granted.

	6.03 Date Option Granted.  For purposes of the Plan, a stock
option shall be considered as having been granted on the date on
which the Committee authorized the grant of the option, except
where the Committee has designated a later date, in which event
the later date shall constitute the date of grant of the option;
provided, however, that in either case notice of the grant of the
option shall be given to the employee within a reasonable time.

	6.04 Period for Exercise of Options.  Each stock option agreement
shall state the period or periods of time within which the option
may be exercised by the Grantee, in whole or in part, which shall
be the period or periods of time as may be determined by the
Committee, provided that:  (a) No option granted under this Plan
may be exercised until at least six months from the later of (i)
the date of grant or (ii) shareholder approval of the Plan, (b)
No Option Period for an incentive stock option may exceed ten
(10) years from the date the option is granted, and (c) No option
may be treated as an incentive stock option unless the Grantee
exercises the option while employed by the Company or a
Subsidiary or within three months after termination of
employment, or if termination is caused by death or disability,
within one year after such termination.

	6.05 Special Rule for Incentive Stock Options.  For so long as
Section 422 (or any successor provision) of the Code so provides,
the aggregate Fair Market Value (determined as of the date the
incentive stock option is granted) of the number of shares with
respect to which incentive stock options are exercisable for the
first time by a Grantee during any calendar year shall not exceed
One Hundred Thousand Dollars ($100,000) or such other limit as
may be required by the Code.

	6.06 Method of Exercise.  Subject to Section 6.04, each option
may be exercised in whole or in part from time to time as
specified in the stock option agreement.  Each Grantee may
exercise an option by giving written notice of the exercise to
the Company, specifying the number of shares to be purchased,
accompanied by payment in full of the purchase price therefor.
The purchase price may be paid in cash, by check, or, with the
approval of the Committee, by delivering shares of Company Stock
which have been beneficially owned by the Grantee, the Grantee's
spouse, or both of them for a period of at least six months prior
to the time of exercise ("Delivered Stock) or a combination of
cash and Delivered Stock.  Delivered Stock shall be valued at its
Fair Market Value determined as of the date of exercise of the
option.  No Grantee shall be under any obligation to exercise any
option hereunder.

	6.07 Merger, Consolidation or Reorganization.  In the event of a
merger, consolidation or reorganization with another corporation
in which the Company is not the surviving corporation, the
Committee shall, subject to the approval of the Board of
Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company hereunder,
take action regarding each outstanding and unexercised option
pursuant to either clause (a) or (b) below:

        (a)  Appropriate provision may be made for the protection of such
               option by the substitution on an equitable basis of appropriate
               shares of the surviving corporation, provided that the excess of
               the aggregate Fair Market Value of the shares subject to such
               option immediately before such substitution over the exercise
               price thereof is not more than the excess of the aggregate fair
               market value of the substituted shares made subject to option
               immediately after such substitution over the exercise price
               thereof; or

	(b)  The Committee may cancel such option.  In such event, the
Company, or the corporation assuming the obligations of the
Company hereunder, shall pay the employee an amount of cash (less
normal withholding taxes) equal to the excess of the highest Fair
Market Value per share of the Company Stock during the 60-day
period immediately preceding the merger, consolidation or
reorganization over the option exercise price, multiplied by the
number of shares subject to such option.

     6.08 Dissolution or Liquidation.  Anything contained herein to
the  contrary  notwithstanding, on  the  effective  date  of  any
dissolution  or  liquidation of the Company, the holder  of  each
then  outstanding and unexercised option shall receive  the  cash
amount  described  in  6.07(b) hereof and such  option  shall  be
cancelled.

	6.09 Conditional Cashless Exercise.  In connection with the
Company's tender offer to purchase shares of Company stock to be
dated on or about October 4, 1999 (the "Offer"), a Grantee may
elect a conditional cashless exercise of the Grantee's options
which are then exercisable.  The conditional cashless exercise
will permit a Grantee to exercise the option only if, and to the
extent, the Company will actually purchase the option shares in
the Offer.  If after taking into account any proration, the
Company purchases less than all of the option shares which the
Grantee has tendered in the Offer, the options will be exercised,
and the option shares purchased, in the order designated by the
Grantee in an option election form.  If any of the tendered
option shares are not purchased, the related options will not be
considered to have been exercised and will remain outstanding.
The Grantee will not be required to pay cash for the exercise
price, and the consideration received by the Grantee whose option
shares are purchased in a conditional cashless exercise will be
the difference between the purchase price per share in the Offer
and the exercise price per share relating to the option shares so
purchased (less applicable  tax withholding).

VII. RESTRICTED STOCK.

     7.01 Administration.  Shares of restricted stock may be issued
either  alone  or in addition to other Awards granted  under  the
Plan.   The  Committee shall determine the Eligible Employees  to
whom  and  the time or times at which grants of restricted  stock
will  be  made, the number of shares to be awarded, the  time  or
times  within which such Awards may be subject to forfeiture  and
any  other terms and conditions of the Awards.  The Committee may
condition  the  grant of restricted stock upon the attainment  of
specified  performance goals so that the grant would  qualify  as
"performance-based  compensation" within the meaning  of  Section
162(m) of the Code.  In such case, the performance goals that may
be used by the Committee shall be based on any one or more of the
following,  as  determined  by  the  Committee:  the  amount   of
consolidated  operating income expressed as a percentage  of  net
sales  and  the  return  on net assets of  the  Company  and  any
subsidiary.   The  Committee  may also  condition  the  grant  of
restricted  stock  upon such other conditions,  restrictions  and
contingencies as the Committee may determine.  The provisions  of
restricted stock Awards need not be the same with respect to each
recipient.

	7.02 Awards and Certificates.  Each individual receiving a
restricted stock Award shall be issued a certificate in respect
of such shares of restricted stock.  Such certificate shall be
registered in the name of such individual and shall bear an
appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award, substantially in the
following form:

     "The  transferability of this certificate and the shares  of
     stock  represented  hereby  are subject  to  the  terms  and
     conditions  (including forfeiture) of  the  Oshkosh  B'Gosh,
     Inc.  1994  Incentive  Stock Plan  and  a  Restricted  Stock
     Agreement.  Copies of such Plan and Agreement are on file at
     the offices of Oshkosh B'Gosh, Inc."

     The  Committee may require that the certificates  evidencing
such  shares  be  held  in  custody  by  the  Company  until  the
restrictions thereon shall have lapsed and that, as  a  condition
of any restricted stock Award, the Grantee shall have delivered a
stock  power,  endorsed in blank, relating to the  Company  Stock
covered by such Award.

     7.03 Terms and Conditions.  Shares of restricted stock shall be
subject to the following terms and conditions:

        (a)  Until the applicable restrictions lapse, the Grantee shall
               not be permitted to sell, assign, transfer, pledge or otherwise
               encumber shares of restricted stock.

	(b)  The Grantee shall have, with respect to the shares of
restricted stock, all of the rights of a stockholder of the
Company, including the right to vote the shares and the right to
receive any cash dividends.  Unless otherwise determined by the
Committee, cash dividends shall be automatically paid in cash and
dividends payable in Company Stock shall be paid in the form of
additional restricted stock.

	(c)  Except to the extent otherwise provided in the applicable
Restricted Stock Agreement and (d) below, all shares still
subject to restriction shall be forfeited by the Grantee upon
termination of a Grantee's employment for any reason.

	(d)  In the event of hardship or other special circumstances of a
Grantee whose employment is involuntarily terminated (other than
for cause), the Committee may waive in whole or in part any or
all remaining restrictions with respect to such Grantee's shares
of restricted stock.

	(e)  If and when the applicable restrictions lapse, unlegended
certificates for such shares shall be delivered to the Grantee.

	(f)  Each Award shall be confirmed by, and be subject to the
terms of, a Restricted Stock Agreement.

VIII.     WITHHOLDING TAXES.

     8.01 General Rule.  Pursuant to applicable federal and state
laws,  the  Company is or may be required to collect  withholding
taxes  upon  the  exercise of an option or  the  lapse  of  stock
restrictions.   The Company may require, as a  condition  to  the
exercise  of  an  option or the issuance of a stock  certificate,
that  the Grantee concurrently pay to the Company (either in cash
or,  at  the  request  of Grantee but in the  discretion  of  the
Committee  and  subject  to such rules  and  regulations  as  the
Committee  may  adopt from time to time, in shares  of  Delivered
Stock)  the  entire amount or a portion of any  taxes  which  the
Company  is  required to withhold by reason of such  exercise  or
lapse  of  restrictions, in such amount as the Committee  or  the
Company in its discretion may determine.

	8.02 Withholding from Shares to be Issued.  In lieu of part or
all of any such payment, the Grantee may elect, subject to such
rules and regulations as the Committee may adopt from time to
time, or the Company may require that the Company withhold from
the shares to be issued that number of shares having a Fair
Market Value equal to the amount which the Company is required to
withhold.

	8.03 Special Rule for Insiders.  Any such request or election (to
satisfy a withholding obligation using shares) by an individual
who is subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 shall be made in accordance with the rules
and regulations of the Securities and Exchange Commission
promulgated thereunder.

IX.  GENERAL

     9.01 Nontransferability.  Unless otherwise specified by  the
Committee,  no Award granted under the Plan shall be transferable
or  assignable except by last will and testament or the  laws  of
descent and distribution.  During the Grantee's lifetime, options
shall  be  exercisable only by the Grantee or  by  the  Grantee's
guardian or legal representative.

	9.02 General Restriction.  Each Award shall be subject to the
requirement that if at any time the Board or the Committee shall
determine, in its discretion, that the listing, registration, or
qualification of securities upon any securities exchange or under
any state or federal law, or the consent or approval of any
government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option
or the issue or purchase of securities thereunder, such option
may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Board or the Committee.

	9.03 Expiration and Termination of the Plan.  Awards may be
granted under the Plan at any time and from time to time, prior
to August 8, 2004, the date on which the Plan will expire, except
as to Awards then outstanding under the Plan, which shall remain
in effect until they have been exercised, the restrictions have
lapsed or the Awards have expired or been forfeited.  The Plan
may be abandoned or terminated at any time by the Board of
Directors of the Company, except with respect to any Awards then
outstanding under the Plan.

	9.04 Amendments.  The Board may from time to time amend, modify,
suspend or terminate the Plan; provided, however, that no such
action shall (a) impair without the Grantee's consent any Award
theretofore granted under the Plan or deprive any Grantee of any
shares of Company Stock which he or she may have acquired through
or as a result of the Plan or (b) be made without shareholder
approval where such approval would be required as a condition of
compliance with Rule 16b-3.

	9.05 Construction.  Except as otherwise required by applicable
federal laws, the Plan shall be governed by, and construed in
accordance with, the laws of the State of Wisconsin.