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 September 30, 1996

                                          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)

                                    (414) 231-8800
                           (Registrant's telephone number)

     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 September 30, 1996, there were outstanding 11,094,021 shares of 
     Class A Common Stock and 1,260,654 shares of Class B Common Stock.<PAGE>


                                      FORM 10-Q

                        OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                                        INDEX
                                                                 Page

     Part I.  Financial Information

     Item 1.  Financial Statements

               Condensed Consolidated Balance Sheets -- 
               September 30, 1996 and December 31, 1995

               Unaudited Condensed Consolidated
               Statements of Income -- Three Months and
               Nine Months Ended September 30, 1996 and 1995

               Unaudited Condensed Consolidated Statements
               of Cash Flow -- Nine Months Ended September
               30, 1996 and 1995

               Notes to Condensed Consolidated Financial
               Statements

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

     Part II.  Other Information

     Signatures<PAGE>


                        OSHKOSH B'GOSH, INC. AND SUBSIDIARIES 
                        Condensed Consolidated Balance Sheets 
                               (Dollars in thousands) 
      
                                                                       
                                              September 30,        December 31,
                                                  1996                 1995 *  
                                               (Unaudited) 
     Assets 
     Current assets                                           
      Cash and cash equivalents              $   10,301             $    2,418 
      Accounts receivable                        41,201                 24,691 
      Inventories                                78,424                 95,743 
      Prepaid expenses & other 
       current assets                             4,309                  3,127 
      Deferred income taxes                      11,600                 11,400 
     Total current assets                       145,835                137,379  
      
     Property, plant & equipment                102,459                116,357 
      Less accumulated depreciation 
       and amortization                          51,039                 51,346 
     Net property, plant and equipment           51,420                 65,011 
      
     Other assets                                 4,819                  6,189 
      
     Total assets                            $  202,074             $  208,579 
      
     Liabilities and shareholders' equity 
     Current liabilities 
      Accounts payable                       $    5,431             $   13,910 
      Accrued expenses                           30,900                 28,055 
     Total current liabilities                   36,331                 41,965 
      
     Deferred income taxes                           --                  2,700 
     Employee benefit plan  liabilities          16,173                 13,836 
      
     Shareholders' equity 
      Preferred stock                                --                     -- 
      Common stock: 
       Class A                                      111                    112 
       Class B                                       13                     13 
      Retained earnings                         149,135                149,720 
      Cumulative foreign currency 
       translation adjustments                      311                    233 
     Total shareholders' equity                 149,570                150,078 
      
     Total liabilities and shareholders'
      equity                                 $  202,074             $  208,579 
      
     * Condensed from audited financial statements. 
     See notes to condensed consolidated financial statements.  <PAGE>


       
                             OSHKOSH B'GOSH, INC. AND SUBSIDIARIES 
                          Condensed Consolidated Statements of Income 
                            (In thousands, except per share amounts) 
                                          (Unaudited) 
      
      
                                        Three Months Ended    Nine Months Ended
                                           September 30,        September 30,   
                                          1996       1995       1996     1995  
      
               Net sales               $136,693   $142,952  $ 340,148 $326,372
      
               Cost of products sold     91,587     94,721    232,963  221,603
      
               Gross profit              45,106     48,231    107,185  104,769
      
               Selling, general and  
                administrative                                         
                expenses                 29,356     32,347     90,680   89,171
               Special charges               --      2,700     20,900    2,700 

               Operating income (loss)   15,750     13,184     (4,395)  12,898

               Other income (expense) 
                 Interest expense          (293)      (701)      (819)  (1,252)
                 Interest income            259        308        839      971 
                 Royalty income           1,300      1,561      3,121    2,983 
                Other                       (51)       403        231      605 
      
               Other income -- net        1,215      1,571      3,372    3,307
      
               Income (loss) before  
                taxes                    16,965     14,755     (1,023)  16,205 
      
               Income taxes (benefit)     6,780      6,359     (4,745)   6,968
      
               Net income              $ 10,185  $   8,396  $   3,722 $  9,237 
      
               Average number of shares  
                outstanding              12,431     12,689     12,448   13,003 
      
               Net income per       
                common share           $   0.82   $   0.66  $    0.30 $   0.71
      
               Cash dividend per common  
                share 
                    Class A            $   0.07   $   0.07  $    0.21 $   0.21
                    Class B            $   0.06   $   0.06  $    0.18 $   0.18 
       
               See notes to condensed consolidated financial statements. <PAGE>



                        OSHKOSH B'GOSH, INC. AND SUBSIDIARIES 
                   Condensed Consolidated Statements of Cash Flow 
                               (Dollars in thousands) 
                                     (Unaudited) 
      
                                                        Nine Months Ended 
                                                          September 30,        
                                                       1996           1995   
     Cash flows from operating activities 
        Net income for the period                  $  3,722       $  9,237 
        Depreciation                                  7,910          7,836
        Special charges                              20,900          2,700 
        Deferred income tax provision (benefit)      (2,900)           300
        Items in income not affecting cash            2,385           (749)
        Changes in current assets                    (4,038)       (31,137)
        Changes in current liabilities              (12,798)        10,279
      
     Net cash provided by (used in)
      operating activities                           15,181         (1,534)
                                                     
                  
     Cash flows from investing activities                                      
        Property, plant and equipment additions      (4,815)        (7,700) 
        Other                                          (949)        (1,095)
        Proceeds from disposal of assets              2,773          2,650
      
     Net cash used in investing activities           (2,991)        (6,145)
      
     Cash flows from financing activities 
        Net increase in long-term borrowings            ---         17,454 
        Cash dividends paid                          (2,578)        (2,705) 
        Common stock issued                              45            ---   
        Repurchase of common stock                   (1,774)       (16,606)
      
     Net cash used in financing activities           (4,307)        (1,857)
      
     Net increase (decrease) in cash and cash                         
      equivalents                                  $  7,883       $ (9,536) 
      
       
     See notes to condensed consolidated financial statements. <PAGE>


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


     Note 1.  Basis of Preparation

     The condensed 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 September 30, 1996 and the results of operations
     for the three-month and nine-month periods ended September 30, 1996 and
     1995.

     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 1995
     Annual Report.
      
     Note 2.  Special Charges

     During the second quarter of 1996, the Company recorded special charges of
     $8.0 million ($.64 per share), net of tax benefits, 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, and the closing of its Red Boiling Springs and
     Celina, Tennessee sewing facilities.  These actions will ultimately
     eliminate the underperforming Genuine Kids and European components of the
     Company's business.  The plant closings will accelerate the Company's
     strategic direction to source product based solely on price, quality and
     delivery factors, which has resulted in more of our product being sourced
     outside of the United States.

     These decisions will affect approximately 1,100 employees, including
     approximately 500 retail store employees throughout the United States,
     approximately 550 manufacturing employees from our plants in Tennessee, 
     and approximately 50 employees from our European subsidiaries.  Total 
     severance and related benefits totaling approximately $3.9 million will be
     paid as employee terminations occur during the second half of 1996 and 
     first half of 1997.

     The special charges include approximately $8.9 million related to other
     exit costs, including estimated lease settlements and anticipated costs to
     dispose of certain operating assets, including inventory, as part of the
     exit plan.  The special charges also include approximately $8.1 million of
     impaired assets, recognized in accordance with SFAS No. 121, "Accounting
     for the Impairment of Long-Lived Assets and Long-Lived Assets to be
     Disposed Of."  Of this amount, approximately $6.6 million reduced the
     carrying value of property, plant and equipment on the June 30, 1996
     balance sheet.  The Company's decision to implement these changes will<PAGE>

     result in unamortized retail leasehold improvements and excess
     manufacturing space in Tennessee.  These assets have been written down to
     management's estimate of fair value (approximately $3.5 million, net of
     disposal costs) as part of the special charges.  The Company is actively
     pursuing buyers for certain leasehold improvements and its manufacturing
     facilities.

     The liquidation of the European entities will permit recognition of 
     certain U.S. tax deductions previously unrecognized, resulting in an 
     approximate $4.5 million income tax benefit.  This income tax benefit, 
     along with the $8.4 million income tax credit resulting from the special 
     charges, reduced the net impact on Company earnings by $12.9 million.

     In total, the special charges will require approximately $9.0 million of
     cash outlays.  However, this amount will be more than offset by the cash
     generated from the income tax benefit and asset sales. These restructuring
     decisions should not have a material impact on the Company's ongoing
     results of operations or sales for the remainder of 1996 as the Company
     anticipates licensing its European business effective January 1, 1997 and
     will continue to operate a majority of its Genuine Kids stores through the
     first quarter of 1997.

     These special charges are based on management's best estimates of costs
     related to these decisions.  The actual costs the Company will ultimately
     incur are dependent on certain risks and uncertainties and could differ
     from the amounts used to record the estimated effect of these decisions.

     Note 3.  Inventories

     A summary of inventories follows:

                                             September 30,  December 31,
                                                 1996          1995
                                               (Dollars in thousands)

     Finished goods                          $    61,080    $   70,837
     Work in process                               8,084        15,462
     Raw materials                                 9,260         9,444

     Total                                   $    78,424    $   95,743


     The replacement cost of inventory exceeds the above LIFO costs by $17,688
     and $16,158 at September 30, 1996 and December 31, 1995.<PAGE>


                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                   OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     RESULTS OF OPERATIONS

     Consolidated sales for the three months ended September 30, 1996, were
     $136.7 million, a decrease of $6.3 million (4.4%) from 1995 third quarter
     sales of $143.0 million.  Consolidated net sales for the nine months ended
     September 30, 1996, were $340.1 million, an increase of $13.7 million
     (4.2%) over the first nine months of 1995 net sales of $326.4 million. The
     Company's domestic wholesale business of approximately $75.9 million for
     the third quarter of 1996 was 9.2% less than 1995 third quarter domestic
     wholesale sales of $83.6 million, with a corresponding decrease in unit
     shipments of approximately 4.4%.  For the nine month period ended 
     September 30, 1996, sales of domestic wholesale products were $199.9 
     million, a .8% decrease from the comparable period sales of 1995 of $201.4 
     million.  Year to date unit shipments of domestic wholesale products are 
     approximately 4.4% over the corresponding nine month period of 1995.  

     The decrease in the third quarter wholesale unit shipments was due
     primarily to lower Fall/Back to School order bookings, combined with 
     higher than anticipated order cancellations.  Order cancellations during 
     the third quarter of 1996 resulted from a combination of relatively weak 
     retail "sell-thrus" at the Company's retail customers, along with delivery
     difficulties encountered by the Company due to the transition of its
     sourcing strategy.  In the third quarter of 1996, sales dollars decreased
     by a greater percentage than unit sales due to higher shipments of 
     closeout merchandise at significantly lower unit prices.  Higher 
     year-to-date shipments of closeout merchandise had a similar effect on 
     sales to unit comparisons over the prior year.  The Company currently 
     anticipates that unit shipments for the fourth quarter of 1996 will be 
     down by several percentage points as compared to the fourth quarter of 
     1995.

     A summary of the Company's retail sales at its OshKosh B'Gosh branded
     stores and Genuine Kids stores follows:

                                       (dollars in millions)   
                         Three months ended          Nine months ended
                            September 30,     %         September 30,      %
                          1996       1995   Change   1996         1995   Change
     Sales

      OshKosh B'Gosh     $ 37.4     $ 31.0   20.6%  $ 82.5       $ 64.6  27.7%
      Genuine Kids         12.0       14.1  (14.9)%   28.1         29.2  (3.8)%

     Total               $ 49.4     $ 45.1    9.5%  $110.6       $ 93.8  17.9% 

     Comparable store 
      sales, in  
      percentages

      OshKosh B'Gosh      +8.2%      +2.3%          +11.4%        +8.9%
      Genuine Kids       -16.3%      -7.6%          - 8.6%        -4.2%
      Combined             +.9%      -1.1%          + 5.3%        +4.3%<PAGE>



     During the third quarter of 1996, the Company opened five OshKosh B'Gosh
     stores, converted one Genuine Kids store to an OshKosh store and closed 
     six Genuine Kids stores.  At September 30, 1996, the Company operated 
     ninety-three domestic OshKosh retail stores, including ninety outlet 
     stores and three showcase stores.  At September 30, 1996, the Company was 
     also operating eighty Genuine Kids stores. In connection with the 
     Company's recently announced discontinuance of its Genuine Kids retail 
     store chain, the Company currently anticipates closing ten additional 
     Genuine Kids stores and converting one to an OshKosh store during the 
     remainder of 1996. Additional Genuine Kids stores may be closed in 1996 
     pending negotiations with landlords.  The Company anticipates having all 
     of its Genuine Kids stores closed by March 31, 1997.  The Company also 
     anticipates opening an additional five OshKosh stores during the fourth 
     quarter of 1996.

     Preliminary Company plans for its OshKosh retail store operations in 1997
     include opening an additional sixteen stores, converting thirteen Genuine
     Kids stores and closing three to five stores. The Company will also expand
     its retail product line by offering Genuine Girls (girls sizes 7 to 14) 
     and Genuine Blues (boys sizes 8 to 16) in its OshKosh retail stores during
     the first quarter of 1997.

     The Company's gross profit margin as a percent of sales was 33.0% in the
     third quarter of 1996, compared with 33.7% in the third quarter of 1995. 
     For the nine months ended September 30, 1996, gross margin as a percent of
     sales was 31.5% compared to 32.1% for the first nine months of 1995.  The
     Company's gross profit margins for the three months and nine months ended
     September 30, 1996 were adversely affected by a much higher sales level of
     closeout merchandise. The Company currently anticipates modest improvement
     in its gross profit margin for the fourth quarter of 1996 as compared to
     the fourth quarter of 1995.

     Selling, general and administrative expenses (excluding special charges)
     for the three months ended September 30, 1996 decreased $3.0 million over
     the three month period ended September 30, 1995. For the first nine months
     of 1996, selling, general and administrative expenses increased $1.5
     million over the comparable period of 1995.  As a percent of net sales,
     these expenses were 21.5% and 26.7% for the three month and nine month
     periods ended September 30, 1996 as compared to 22.6% and 27.3% in the
     comparable periods of 1995.  The third quarter decrease in the dollar
     amount of these expenses was due primarily to the reduction in the
     Company's wholesale unit shipments. The Company currently anticipates that
     selling, general and administrative expenses, as a percent of net sales,
     will be stable or down slightly for the fourth quarter of 1996 in
     comparison to the fourth quarter of 1995.

     During the third quarter of 1996, the Company began to execute its plan to
     discontinue the Company's Genuine Kids retail store chain, the wind-down 
     of the Company's European subsidiaries and transfer of the European 
     business to a licensee, and close its manufacturing facilities in Red 
     Boiling Springs and Celina, Tennessee.  As of September 30, 1996, 
     approximately 550 employees, primarily from our manufacturing facilities 
     in Tennessee have been severed, with the total severance cost incurred of 
     approximately $1.0 million.  In addition, the Company has incurred 
     approximately $1.2 million in other exit costs relating primarily to lease
     settlements.  The Company<PAGE>


     is also proceeding with the wind-down of its European subsidiaries, and
     transferring the business to a licensee, which is anticipated to be
     completed by January 1, 1997.

     The Company is on target to substantially complete these strategic changes
     by March 31, 1997 and does not currently anticipate any material changes 
     to the special charge recorded in the second quarter of 1996.

     The Company's net other income for the three month and nine month periods
     ended September 30, 1996 was $1.2 million and $3.4 million, respectively,
     compared to $1.6 million and $3.3 million in the same periods of 1995.

     The Company's effective tax rate for the third quarter of 1996 was 40.0%
     compared to 43.1% for the comparable period in 1995.  The reduction in the
     effective tax rate for the third quarter of 1996 is the result of the
     recognition of the U.S. tax benefit of the operating losses incurred by 
     the Company's European subsidiaries during the quarter. No tax benefit was
     recognized for such operating losses in the third quarter of 1995.  The
     Company's net loss before taxes of $1.0 million for the first nine months
     of 1996 (after recognition of the $20.9 million pre-tax special charges
     recorded in the second quarter) is offset by an approximate $4.7 million
     income tax benefit.  This high tax benefit is a result of the recognition
     of previously unrecorded U.S. tax benefits related to the discontinuance 
     of the Company's European subsidiaries which resulted in an approximate 
     $4.5 million income tax credit.  The Company anticipates that its 
     effective tax rate to be applied against net income in the fourth quarter 
     of 1996 will be approximately 40%.

     The Company's net income of $10.2 million ($.82 per share) for the third
     quarter of 1996 compares to $8.4 million ($.66 per share) in the 
     comparable third quarter of 1995.  The third quarter 1995 net income 
     included a $2.7 million pre-tax plant closing special charge which reduced
     net income by approximately $1.6 million, or $.13 per share, net of income
     tax benefit.

     The Company recently completed a comprehensive strategic planning
     initiative.  Over the past several years, the Company's childrenswear
     products have become widely distributed in the United States.  A strategic
     decision has been reached by management to shrink distribution over the
     next two years.  Company management has undertaken a comprehensive review
     of its wholesale customer list and has begun the process of limiting its
     distribution.

     As a result of this strategic decision, along with the competitive nature
     of the Company's business and relatively weak sell-thru results during
     1996, the Company anticipates a significant reduction in its wholesale
     business for both the first quarter and all of 1997.  Preliminary order
     bookings for the Company's Spring 1997 season indicate that the Company's
     wholesale unit shipments for the first quarter of 1997 could be in the
     range of 25% below the first quarter of 1996.

     SEASONALITY

     The Company's business is increasingly seasonal, with highest sales and
     income in the third quarter, which is the Company's peak wholesale 
     shipping<PAGE>

     period and a major selling season at its retail stores.  The Company's
     second quarter sales and income are lowest, both because of relatively low
     domestic wholesale unit shipments and relatively modest retail store sales
     during this period.  Results of operations for the Company's three months
     and nine months ended September 30, 1996 are not necessarily indicative of
     anticipated fourth quarter 1996 results.

     FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

     Net working capital at September 30, 1996 was $109.5 million as compared 
     to $95.4 million at the end of 1995 and $109.9 million at September 30, 
     1995. The Company's current ratio was 4.0 to 1 at September 30, 1996 
     compared to 3.3 to 1 at the end of 1995 and 3.1 to 1 at September 30, 
     1995.

     The Company's accounts receivable at September 30, 1995 of $41.2 million,
     were $6.8 million less than the accounts receivable balance of $48.0
     million at September 30, 1995.  This decrease relates directly to the
     Company's decreased wholesale shipments during the third quarter of 1996 
     as compared to 1995.  Company inventories were $78.4 million at September 
     30, 1996 as compared to $97.0 million at September 30, 1995. This decrease
     in inventory is primarily attributable to the Company's planned reduction 
     in inventory levels, along with the winding down of its Genuine Kids and
     European operations.

     The Company maintains a revolving credit arrangement to provide seasonal
     working capital borrowings and supports its letter of credit requirements.
     At September 30, 1996, the Company had no long-term debt outstanding under
     this arrangement as compared to $17.8 million outstanding at September 30,
     1995.  This decrease resulted primarily from the decrease in inventory
     levels and cash generated from operations. 

     On August 6, 1996, the Company's Board of Directors authorized a one
     million share repurchase program of the Company's Class A common stock. 
     Through September 30, 1996, the Company had repurchased 104,200 shares of
     its Class A common stock under this program for approximately $1.8 
     million. The Company believes that cash generated from operations, along 
     with available credit facilities, will be sufficient to finance the 
     Company's capital expenditure, seasonal working capital, restructuring and
     business development needs, as well as its share repurchase program.

     Certain information included in this document contains "forward-looking
     statements" within the meaning of the Private Securities Litigation Reform
     Act of 1995.  These forward-looking statements can generally be identified
     as such because the context of the statement will include words such as 
     the Company "believes," "expects," "anticipates," or other such similar 
     words. Statements that describe the Company's future strategic plans, 
     goals or objectives are also forward-looking statements.  Such forward-
     looking statements are subject to certain risks and uncertainties.  Actual
     results could differ materially from those currently anticipated.  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.<PAGE>


     PART II.  OTHER INFORMATION

     Item 6.   Exhibits and Reports on Form 8-K
               (a)  Exhibits
                         None
               (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:  10/22/96          /S/DOUGLAS W. HYDE
                              Chairman of the Board, President
                              Chief Executive Officer and Director


     Date:  10/22/96          /S/DAVID L. OMACHINSKI
                              Vice President-Finance, Treasurer,
                              Chief Financial Officer and Director<PAGE>