UNITED STATES SECURITIES AND EXCHANGE
                                COMMISSION
                         Washington, D.C.  20549
                                FORM 10-Q
(Mark One)

/X/	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
   	SECURITIES	EXCHANGE ACT OF 1934  

               For the quarterly period ended October 3, 1998

                                   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 Number 0-13365

                            OshKosh B'Gosh, Inc.

             (Exact name of registrant as specified in charter)

         Delaware                             39-0519915
(State or other jurisdiction of    	 (IRS Employer Identification No.)
Incorporation or organization)

112 Otter Avenue, Oshkosh, Wisconsin			 		        54901
(Address of principal executive offices)        (Zip Code)

                                (920) 231-8800
                        (Registrant's telephone number)

Effective January 1, 1998, the Company changed its fiscal year 
from a calendar year to a 52/53-week year ending on the Saturday 
closest to December 31 (January 2, 1999 for fiscal 1998).

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

As of October 3, 1998, there were outstanding 15,816,686 shares 
of Class A Common Stock and 2,338,544 shares of Class B Common 
Stock.


                             	FORM 10-Q

               	OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                               	INDEX
                                                         												Page

Part I.  Financial Information

Item 1.  Financial Statements

        	Condensed Consolidated Balance Sheets-October 3, 1998 
		       and December 31, 1997		                          			  		      3

       		Unaudited Condensed Consolidated Statements of 
       		Income-Three Month and Nine Month Periods Ended 
       		October 3, 1998 and September 30, 1997					                   4

       		Unaudited Condensed Consolidated Statements
       		of Cash Flows-Nine Month Periods Ended October 3, 1998
       		and September 30, 1997						                               	  5

       		Notes to Condensed Consolidated Financial
       		Statements		                                         							  6

Item 2.	Management's Discussion and Analysis of Results of 
        Operations and Financial Condition               	       				  7

Part II.	Other Information			                                   						13

Signatures	                                                 										13

               OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
               Condensed Consolidated Balance Sheets 
                       (Dollars in thousands)
						   	                                    October 3,      December 31,
                                                 1998             1997 *    
                                             (Unaudited)
Assets
Current assets
 Cash and cash equivalents                   $   1,084        $    13,779
 Short-term investments                             --              8,700
 Accounts receivable                            37,427             23,278
 Inventories                                    69,362             68,226
 Prepaid expenses and other current assets       2,280              1,265
 Deferred income taxes                          15,100             15,800
Total current assets                           125,253            131,048

Property, plant and equipment                   69,547             62,192
 Less accumulated depreciation and 
 amortization                                   33,090             29,237
Net property, plant and equipment               36,457             32,955

Deferred income taxes                            5,400              5,500
Other assets                                     4,758              5,285

Total assets                                 $ 171,868        $   174,788

Liabilities and shareholders' equity
Current liabilities
 Short-term borrowings                       $   5,450        $        --
 Accounts payable                                4,394             10,273
 Accrued expenses                               47,369             38,013
Total current liabilities                       57,213             48,286

Employee benefit plan liabilities               14,172             13,345

Shareholders' equity
 Preferred stock                                    --                --
 Common stock:
   Class A                                         158               174
   Class B                                          23                24
 Retained earnings                             100,302           112,959
Total shareholders' equity                     100,483           113,157

Total liabilities and shareholders' equity  $  171,868        $  174,788

* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.

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

                                                                 
                        Three month period ended  Nine month period ended
                       October 3,  September 30,    October 3,  September 30, 
                         1998           1997           1998          1997

Net sales              $ 131,046    $ 124,922       $ 315,869    $ 293,429
Cost of products sold     80,242       78,320         194,900      190,751
Gross profit              50,804       46,602         120,969      102,678
Selling, general and 
 administrative expenses  30,767       29,382          91,129       83,041
Royalty income, net       (2,446)      (3,167)         (6,242)      (6,179)
Operating income          22,483       20,387          36,082       25,816
Other income (expense)
 Interest expense           (113)         (75)           (285)        (204)
 Interest income             169          338             666        1,403
 Miscellaneous               (17)           1             (91)        (144)
Other income-net              39          264             290        1,055
Income before income 
 taxes                    22,522       20,651          36,372       26,871
Income taxes               9,008        8,259          14,686       10,749
Net income             $  13,514    $  12,392        $ 21,686    $  16,122
Net income per common 
 share
 Basic                 $    0.71    $    0.58        $   1.12    $    0.71
 Diluted               $    0.70    $    0.58        $   1.10    $    0.71
Weighted average common 
 shares outstanding
 Basic                    18,907       21,344          19,385       22,756
 Diluted (Including 
 share equivalents)       19,228       21,534          19,669       22,850
Cash dividends per 
 common share
  Class A              $    0.05    $   0.035        $   0.12    $   0.105
  Class B              $  0.0425    $    0.03        $ 0.1025    $    0.09

See notes to condensed consolidated financial statements.

                     OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Cash Flows 
                            (Dollars in thousands) 
                                  (Unaudited) 

                                                                 
                                              Nine month period ended  
                                         October 3,           September 30,   
                                            1998                   1997         

Cash flows from operating activities
  Net income                             $   21,686           $   16,122
  Depreciation                                5,939                6,412
  Provision for deferred income taxes           800                1,000
  Items in income not affecting cash          1,471                1,847
  Changes in current assets                 (16,301)              (2,853)
  Changes in current liabilities              3,864                6,466

Net cash provided by operating
 activities                                  17,459               28,994
Cash flows from investing activities
  Additions to property, plant and 
   equipment                                 (9,848)              (5,140)
  Proceeds from disposal of assets              224                2,096
  Sale of short-term investments, net         8,700               10,040
  Other                                          67               (2,248)

Net cash provided by (used in) 
 investing activities                          (857)               4,748

Cash flows from financing activities
  Proceeds from short-term borrowings         5,450                   --
  Cash dividends paid                        (2,292)              (2,305)
  Repurchase of common stock                (33,009)             (40,068)
  Common shares issued, net                     554                   20

Net cash used in financing activities       (29,297)             (42,353)

Net decrease in cash and cash 
 equivalents                             $  (12,695)          $   (8,611)

See notes to condensed consolidated financial statements.

                 OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
         Notes to Condensed Consolidated Financial Statements
                             (Unaudited)

Note 1.  Basis of Preparation

The condensed consolidated financial statements included herein 
have been prepared by the Company without audit.  However, the 
foregoing statements contain all adjustments (consisting only of 
normal recurring adjustments) which are, in the opinion of 
Company management, necessary to present fairly the financial 
position as of October 3, 1998 and the results of operations for 
the three-month and nine-month periods ended October 3, 1998 and 
September 30, 1997 and cash flows for the nine-month periods 
ended October 3, 1998 and September 30, 1997.

Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally 
accepted accounting principles have been condensed or omitted 
pursuant to the rules and regulations of the Securities and 
Exchange Commission.  It is suggested that these condensed 
financial statements be read in conjunction with the financial 
statements and notes thereto included in the Company's 1997 
Annual Report.
 
Effective January 1, 1998, the Company changed its fiscal year 
from a calendar year to a 52/53-week year ending on the Saturday 
closest to December 31 (January 2, 1999 for fiscal 1998).  Each 
quarter will generally consist of a 13-week period ending on a 
Saturday.  Due to the conversion to a 52/53-week year, the three 
month period ended October 3, 1998 was one day shorter than the 
comparative period in fiscal 1997.

Shareholders' equity, share and per share amounts for all periods 
presented have been adjusted for the 2 for 1 stock split declared 
by the Company's Board of Directors on August 10, 1998, effected 
in the form of a stock dividend.

Note 2.  Inventories

A summary of inventories follows:
                         								  October 3,	      December 31,
                       								       1998              1997       
       							                         (Dollars in thousands)

Finished goods			              			$    61,626	      $   49,400
Work in process 						                  6,809	          14,782
Raw materials							                      927	           4,044

Total		          					            $    69,362	      $   68,226

The replacement cost of inventory exceeds the above LIFO costs by 
$14,678 and $14,138 at October 3, 1998 and December 31, 1997, 
respectively.

                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 
                  Three month period ended        Nine month period ended      
                   Oct. 3, 1998  Sept. 30, 1997  Oct. 3, 1998  Sept. 30, 1997   

Net sales               100.0%        100.0%          100.0%        100.0%
Cost of products sold    61.2%         62.7%           61.7%         65.0%
Gross profit             38.8%         37.3%           38.3%         35.0%
Selling, general and 
 administrative expenses 23.5%         23.5%           28.9%         28.3%
Royalty income, net      (1.9%)        (2.5%)          (2.0%)        (2.1%)
Operating income         17.2%         16.3%           11.4%          8.8%
Other income, net          --           0.2%             0.1%          .4%
Income before income 
 taxes                   17.2%         16.5%            11.5%         9.2%
Income taxes              6.9%          6.6%             4.6%         3.7%
Net income               10.3%          9.9%             6.9%         5.5%


Net Sales

Consolidated net sales for the three month period ended October 
3, 1998 were $131.0 million, a $6.1 million increase (4.9%) over 
1997 third quarter net sales of $124.9 million.  Consolidated net 
sales for the nine month period ended October 3, 1998 were $315.9 
million, a $22.5 million increase (7.7%) from net sales of $293.4 
million for the first nine months of 1997.  The Company's net 
sales for the three month and nine month periods ended October 3, 
1998 and September 30, 1997 are summarized as follows:
                                                                 
                                      Net Sales
                                     (in millions)
                           Domestic      
                        Wholesale      Retail    International      Total     
Three month period 
 ended:
  October 3, 1998       $   70.1       $ 59.3      $  1.6          $ 131.0
  September 30, 1997        69.7         53.5         1.7            124.9
 Increase (decrease)          .4          5.8        (0.1)             6.1

Percent increase 
 (decrease)                  0.6%        10.8%       (5.9%)            4.9%

Nine month period 
 ended:
  October 3, 1998       $  175.9       $135.5      $  4.5         $  315.9
  September 30, 1997       165.9        122.0         5.5            293.4
 Increase (decrease)        10.0         13.5        (1.0)            22.5

Percent increase 
 (decrease)                  6.0%        11.1%      (18.2%)            7.7%

The Company's domestic wholesale unit shipments for the three 
month and nine month periods ended October 3, 1998 were up 4.1% 
and 7.5%, respectively, over the corresponding three month and 
nine month periods of 1997.  The Company currently anticipates a 
5% to 7% increase in wholesale unit shipments for the remainder 
of 1998 as compared to 1997.

The Company's third quarter 1998 retail sales increase resulted 
from a combination of an 8.1% comparable store sales gain and 
sales volume from stores opened subsequent to September 30, 1997. 
 The Company's increase in retail sales for the first nine months 
of 1998 resulted from a combination of an 8.8% comparable store 
sales gains and sales volume from newly opened stores.  
Comparable store sales for 1998 were also 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.  For the remainder 
of 1998, the Company currently anticipates comparable store sales 
gains in the middle single digit range.

At October 3, 1998 the Company operated 121 domestic OshKosh 
retail stores, including 113 outlet stores and 8 showcase stores. 
During the third quarter of 1998, the Company opened 1 outlet 
store and closed 1 existing store.  At September 30, 1997, the 
Company operated 116 domestic OshKosh retail stores, including 
108 outlet stores and 8 showcase stores.  Current Company plans 
for the remainder of 1998 call for the addition of 3 retail 
stores.

Gross Profit

The Company's gross profit margin as a percent of net sales 
improved to 38.8% in the third quarter of 1998, compared to 37.3% 
in the third quarter of 1997.  For the nine month period ended 
October 3, 1998, gross profit margin as a percent of net sales 
was 38.3%, compared to 35.0% for the first nine months of 1997.  
This gross profit margin improvement was due primarily to 
continued implementation and execution of the Company's sourcing 
strategy, improved operating efficiencies at the Company's 
domestic sewing facilities and the Company's continuing focus on 
product design and development activities.  The Company's current 
1998 sourcing plan indicates that approximately 40% of units will 
be produced at the Company's domestic facilities as compared to 
47% in 1997.

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

S,G&A expenses for the three month and nine month periods ended 
October 3, 1998 increased $1.4 million and $8.1 million over the 
three and nine month periods ended September 30, 1997, 
respectively.  As a percentage of net sales, S,G&A expenses were 
23.5% and 28.9% for the three month and nine month periods ended 
October 3, 1998 as compared to 23.5% and 28.3% in the comparable 
periods of 1997.  The increase in S,G&A expenses relates 
primarily 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.


Royalty Income

The Company licenses the use of its trade name to selected 
licensees in the U.S. and in foreign countries.  Royalty income 
for the three month period ended October 3, 1998 decreased $.7 
million (22.8%) from the three month period ended September 30, 
1997.  This decrease resulted primarily from the Company's 
decisions to not renew its domestic outerwear license (which 
expired in May 1998) and its Japanese license arrangement (which 
ended in March 1998).  Year to date royalty income of $6.2 
million is flat with 1997 comparable period royalty income.  The 
Company currently anticipates royalty income for the fourth 
quarter of 1998 to be relatively flat compared with the fourth 
quarter of 1997.

Operating Income

As a result of the factors described above, the Company's 
operating income for the three month and nine month periods ended 
October 3, 1998 increased to $22.5 million and $36.1 million as 
compared to $20.4 million and $25.8 million for the comparable 
periods in 1997.

Income Taxes

The Company's effective tax rates for the three month and nine 
month periods ended October 3, 1998 of approximately 40% and 
40.4%, respectively, are comparable with 1997.

Net Income Per Common Share

The computation of net income per common share for the third 
quarter and first nine months of 1998 reflected a lower number of 
weighted average outstanding shares as compared to the same 
periods in 1997 (after retroactive consideration of the Company's 
September 1998 two-for-one stock split), primarily as a result of 
the Company's Dutch auction tender offer which was completed in 
August 1997 along with ongoing open market share repurchases 
under Company announced share repurchase programs.

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 
store sales during this period.  The Company anticipates this 
seasonality trend to continue to impact 1998 quarterly sales and 
income.  Third quarter 1998 operating results are not necessarily 
indicative of anticipated quarterly results throughout the 
balance of the year.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

At October 3, 1998 the Company's cash, cash equivalents and 
short-term investments were $1.1 million, compared to $22.5 
million at December 31, 1997 and $22.6 million at September 30, 
1997.  The Company had short-term borrowings under its credit 
facilities of $5.5 million at October 3, 1998 as compared to no 
short-term borrowings at December 31, 1997 and September 30, 
1997.  Net working capital at October 3, 1998 was $68.0 million 
as compared to $82.8 million at the end of 1997 and $80.1 million 
at September 30, 1997.  The Company's current ratio was 2.2 to 1 
at October 3, 1998 as compared to 2.7 to 1 at the end of 1997 and 
2.6 to 1 at September 30, 1997.  The reduction in cash, cash 
equivalents and short-term investments, net working capital, and 
current ratio at October 3, 1998, along with the increased short-
term borrowings as compared to September 30, 1997 is attributable 
primarily to the Company's stock repurchases, offset in part by 
cash generated from operations.

Accounts receivable at October 3, 1998 were $37.4 million 
compared to $33.5 million at September 30, 1997.  Inventories at 
October 3, 1998 were $69.4 million, compared to $55.0 million at 
September 30, 1997.  The increase in inventory levels reflects 
the earlier receipt of Holiday merchandise in 1998 to provide 
improved complete and on time deliveries to the retail 
marketplace.  Management believes that at October 3, 1998 
inventory levels are generally appropriate for anticipated 
business activities for the remainder of 1998.

The Company's capital expenditures for the first nine months of 
1998 of  $9.8 million compares to $5.1 million for the first nine 
months of 1997.  This increase is primarily due to the Company's 
upgrade of its distribution systems and Whitehouse, Tennessee 
distributing facilities. Capital expenditures for all of 1998 are 
currently planned to be in the range of $12.0 million, including 
approximately $8.0 million related to the distribution system and 
facilities project.

On August 10, 1998, the Company's Board of Directors authorized a 
two year, $60 million share repurchase program of the Company's 
Class A common stock.  During the third quarter  of 1998, the 
Company repurchased 1,087,900 shares of its Class A common stock 
under this program for approximately $22.7 million.  During the 
first nine months of 1998, the Company repurchased 1,632,500 
shares of its Class A common stock under its current and prior 
repurchase programs for approximately $33.0 million. 

At October 3, 1998 and September 30, 1997 the Company had no 
outstanding long-term debt.  The Company believes that its cash 
and cash equivalents at October 3, 1998, credit facilities, along 
with cash generated from operations, will be sufficient to 
finance the Company's seasonal working capital needs and planned 
capital expenditures for the remainder of 1998.

YEAR 2000

The Year 2000 issue involves computer programs and embedded 
microprocessors in computer systems and other equipment that 
utilize two digits rather than four to define the applicable 
year. These systems may be programmed to assume that all two 
digit dates are preceded by "19", causing "00" to be interpreted 
as 1900 versus 2000.  This could result in the possible failure 
of those programs and devices to properly recognize date 
sensitive information when the year changes to 2000.  Systems 
that do not properly recognize date sensitive information could 
generate erroneous data or a system failure.

The Company has a formal Year 2000 compliance project that 
addresses the Company's information technology systems.  The 
Company has identified three phases of its Year 2000 project: 1) 
affected systems inventory, 2) problem assessment, and 3) 
remediation and testing.  As of October 3, 1998, the inventory 
and assessment phases have been completed, and significant 
progress has been made in the remediation and testing phase.  The 
Year 2000 project is currently anticipated to be complete in 
early 1999.  The Company does not expect the costs associated 
with ensuring Year 2000 compliance to have a material impact on 
the Company's business, operations or financial condition.  All 
costs associated with Year 2000 compliance are being funded with 
cash flow generated from operations and are being expensed as 
incurred.

If some or all of the Company's remediated or replaced internal 
computer systems fail the testing phase, or if any software 
applications or embedded microprocessors critical to the 
Company's operations are overlooked in the assessment and 
remediation phases, there could be a material adverse effect on 
the Company's results of operations, liquidity and financial 
condition of a magnitude which the Company has not fully 
analyzed.

The Company has requested written confirmation from what it 
believes to be all of its significant suppliers 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.  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, the electrical power 
and other utilities to sustain its operations, or reliable means 
of obtaining supplies and transporting products to its customers, 
such failures could have a material adverse effect on the results 
of operations, liquidity and financial condition of the Company.

The Company presently believes that the Year 2000 issue will not 
pose significant operational problems for its computer systems.  
However, the Company does not presently have a formal contingency 
plan in the event its Year 2000 compliance program is 
unsuccessful or not completed on a timely basis.

SEGMENT INFORMATION

In June 1997, the Financial Accounting Standards Board issued 
SFAS No. 131, "Disclosures About Segments of an Enterprise and 
Related Information," which will be effective with the Company's 
financial statements for the fiscal year ending January 2, 1999. 
This statement establishes standards for reporting information 
about segments in annual and interim financial statements.  This 
statement introduces a model for segment reporting entitled the 
"Management Approach."  The Company does not believe that this 
statement will have a significant impact on the consolidated 
financial statements.


OTHER FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

This Form 10-Q 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.  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, 
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.


PART II.  OTHER INFORMATION

Item 6.	Exhibits and Reports on Form 8-K
		
		(a)  Exhibits
    				27  Financial Data Schedule-Article 5 of Regulation S-X

		(b)  Reports on Form 8-K

    				None

                           SIGNATURES

Pursuant to the requirements of the Securities and 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.

Date:  10/21/98				              /S/DOUGLAS W. HYDE
                           						Chairman of the Board, President
                           						Chief Executive Officer and Director


Date:  10/21/98				              /S/DAVID L. OMACHINSKI
                           						Vice President-Finance, Treasurer,
                           						Chief Financial Officer and Director