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 April 3, 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 Number 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


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 April 19, 1999, there were outstanding 14,269,908 shares of 
Class A Common Stock and 2,259,708 shares of Class B Common Stock.

                               FORM 10-Q

                 OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                                INDEX

										
Part I.		Financial Information

Item 1.		Financial Statements

       		Condensed Consolidated Balance Sheets-April 3, 1999 
         and January 2, 1999				

       		Unaudited Condensed Consolidated Statements
       		of Income-Three Month Periods ended April 3, 1999 
         and April 4, 1998					   

       		Unaudited Condensed Consolidated Statements
       		of Cash Flow-Three Month Periods Ended 
       		April 3, 1999 and April 4, 1998				   

       		Notes to Condensed Consolidated Financial Statements							   

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

Item 3.		Quantitative and Qualitative Disclosures About Market Risk			   

Part II.		Other Information	

Item 6.		Exhibits and Reports on Form 8-K				
	 

Signatures									 

Part I - Financial Information
Item 1.   Financial Statements

                   OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                   Condensed Consolidated Balance Sheets
                              (In thousands)

                                                                          
                                             April 3,         January 2,
                                              1999              1999   *      
							                                     (unaudited)
Assets
Current assets
  Cash and cash equivalents                 $    3,126       $   14,308
  Short-term investments                           480            2,500
  Accounts receivable                           30,736           24,008
  Inventories                                   47,690           65,584
  Prepaid expenses & other current assets        3,849              862
  Deferred income taxes                         14,200           16,700
Total current assets                           100,081          123,962

Property, plant & equipment                     65,488           65,588
  Less accumulated depreciation 
    and amortization                            34,359           33,208
Net property, plant & equipment                 31,129           32,380

Non-current deferred income taxes                4,100            4,900
Other assets                                     1,245            1,326

Total assets                                 $ 136,555        $ 162,568

Liabilities and shareholders' equity
Current liabilities
  Accounts payable                           $   1,329        $   7,638  
  Accrued expenses                              39,951           39,448
Total current liabilities                       41,280           47,086

Employee benefit plan liabilities               12,714           12,465

Shareholders' equity
  Preferred stock                                   --               --  
  Common stock:
    Class A                                        143              157
    Class B                                         23               23
  Retained earnings                             82,395          102,837
Total shareholders' equity                      82,561          103,017

Total liabilities and shareholders' equity  $  136,555        $ 162,568 

*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        	
                                            April 3        April 4,
                                             1999            1998            	
                
Net sales                               $   101,933     $   102,535

Cost of products sold                        61,791          65,146

Gross profit                                 40,142          37,389

Selling, general and administrative
 expenses                                    31,465          30,662
Royalty income, net                          (1,996)         (2,254)

Operating income                             10,673           8,981

Other income (expense):
  Interest expense                             (233)            (85)
  Interest income                               291             238
  Miscellaneous                                 (57)            (51)

Other income -- net                               1             102

Income before taxes                          10,674           9,083

Income taxes                                  4,166           3,742

Net income                              $     6,508      $    5,341

Net income per common share
  Basic                                 $      0.37      $     0.27
  Diluted                               $      0.36      $     0.27

Weighted average common shares 
  outstanding
  Basic                                      17,687          19,730      
  Diluted (Including share equivalents)      17,878          19,974

Cash dividends per common share
  Class A                               $    0.0500      $   0.0350
  Class B                               $    0.0425      $   0.0300

See notes to condensed consolidated financial statements.


                OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
             Condensed Consolidated Statements of Cash Flow
                           (In thousands)
                             (Unaudited)

                                                                               
                                           Three Month Period Ended         	
                                             April 3,	   	April 4,
                                              1999          1998            	
             
Cash flows from operating activities
  Net income for the period               $    6,508    $    5,341
  Depreciation                                 1,721         2,249
  Deferred income taxes                        3,300         1,000
  Items in net income not affecting 
    cash and cash equivalents                    425           542
  Changes in current assets                    8,179        (7,004)
  Changes in current liabilities              (5,806)       (3,845)

Net cash provided by (used in) 
  operating activities                        14,327        (1,717)

Cash flows from investing activities
  Additions to property, plant and 
    equipment                                   (832)       (5,135)
  Proceeds from disposal of assets               304            43
  Sale of short-term investments, net          2,020         8,700
  Changes in other assets                        (37)          (34)

Net cash provided by investing 
  activities                                   1,455         3,574

Cash flows from financing activities
  Dividends paid                                (880)         (678)
  Net proceeds from issuance of 
   common shares                                 991           400
  Repurchase of common shares                (27,075)           --

Net cash used in financing activities        (26,964)         (278)

Net increase (decrease) in cash and 
  cash equivalents                       $   (11,182)   $    1,579

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 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 April 3, 1999, the results of operations for the three month 
periods ended April 3, 1999 and April 4, 1998, and cash flows for 
the three month periods ended April 3, 1999 and April 4, 1998.

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 1998 
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 1, 2000 for fiscal 1999 and 
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 first quarter of 1998 
consisted of 13 weeks and 3 days, while the first quarter period 
ended April 3, 1999 consisted of 13 weeks.

Note 2.  Inventories

A summary of inventories follows:

                                         April 3,        January 2,    
                                           1999             1999            	
                            			           (Dollars in thousands)

Finished goods                       $    40,445       $    55,005
Work in process                            5,382             9,333
Raw materials                              1,863             1,246

Total                                $    47,690       $    65,584


The replacement cost of inventory exceeds the above LIFO costs by 
$14,049 and $13,899 at April 3, 1999 and January 2,  1999, 
respectively.





Item 2.  	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 First Quarter Ended
                                    April 3, 1999    April 4, 1998

      Net sales                          100.0%           100.0%
      Cost of products sold               60.6%            63.5%
      Gross profit                        39.4%            36.5%
      Selling, general and 
       administrative expenses            30.9%            29.9%
      Royalty income, net                 (2.0%)           (2.2%)
      Operating income                    10.5%             8.8%
      Other income, net                    0.0%             0.1%
      Income for income taxes             10.5%             8.9%
      Income taxes                         4.1%             3.7%
      Net income                           6.4%             5.2%

Net Sales

Consolidated net sales for the first quarter ended April 3, 1999 
were $101.9 million, a $.6 million decrease (.6%) from 1998 first 
quarter net sales of $102.5 million.  The Company's net sales for 
the first quarter periods ended April 3, 1999 and April 4, 1998 
are summarized as follows:
                                                                             
                                        Net Sales
                           					      (in millions)
                               Domestic                   
                          Wholesale    Retail     International      Total     
Three months ended:
  April 3, 1999           $   60.3   $   38.9       $   2.7       $   101.9
  April 4, 1998               64.1       36.6           1.8           102.5
  Increase (decrease)         (3.8)       2.3            .9             (.6)

Percent increase (decrease)   (5.9%)      6.3%         50.0%            (.6%)


The Company's first quarter 1999 domestic wholesale unit 
shipments were flat as compared to 1998.  The decrease in sales 
dollars for the first quarter of 1999 resulted primarily from a 
combination of product mix and lower average unit selling prices. 

The Company's first quarter 1999 retail sales increase resulted 
from a combination of a 5.9% comparable store sales gain and 
sales volume from stores opened subsequent to April 4, 1998.  
First quarter 1999 comparable store sales were favorably impacted 
by an earlier Easter than in 1998.  For the remainder of 1999, 
the Company currently anticipates low single-digit comparable 
store sales gains. 

At April 3, 1999 the Company operated 123 domestic OshKosh retail 
stores, including 118 outlet stores and 5 showcase stores.  
During the first quarter of 1999, the Company opened one retail 
store.   At April 4, 1998 the Company operated a total of 120 
domestic OshKosh retail stores.  Current Company plans for the 
remainder of 1999 call for the addition of 7-10 retail stores.

Gross Profit

The Company's gross profit margin as a percent of sales improved 
to 39.4% in the first quarter of 1999, compared to 36.5% in the 
first quarter of 1998.  This gross profit margin improvement was 
due primarily to continued implementation and execution of the 
Company's global sourcing strategy and continuing focus on 
product design and development activities.  The Company's current 
1999 sourcing plan indicates that approximately 36% of units will 
be produced at the Company's domestic facilities as compared to 
approximately 42% in 1998.  The Company currently anticipates 
further modest improvement in its gross profit margin for the 
remainder of 1999 as compared to 1998.

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

S,G&A expenses for the first quarter of 1999 increased $.8 
million over the first quarter of 1998.  As a percentage of net 
sales, S,G&A expenses were 30.9% for the first quarter of 1999 as 
compared to 29.9% for the first quarter of 1998.  The increase in 
S,G&A expenses relates primarily to costs associated with the 
Company's transition to an updated product distribution system 
and related processes.  

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 
first quarter 1999 net royalty income of $2.0 million decreased 
approximately 11.4% from net royalty income earned in the first 
quarter of 1998 of approximately $2.3 million.  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).

Operating Income

As a result of the factors described above, the Company's 
operating income increased to $10.7 million for the first quarter 
of 1999 as compared to $9.0 million for the first quarter of 
1998.


Income Taxes

The Company's effective tax rate for the first quarter of 1999 
was 39.0% as compared to 41.2% for the first quarter of 1998.  
The decrease in the effective tax rate in the first quarter of 
1999 was a result of the impact of tax planning initiatives to 
support changing business needs. 

Net Income 

Net income for the three months ended April 3, 1999 of $6.5 
million was a $1.2 million (21.8%) increase over net income for 
the three months ended April 4, 1998 of $5.3 million.  The 
Company's ongoing stock repurchase programs resulted in a 
reduction in its weighted-average diluted shares outstanding 
during the first quarter of 1999.  This decrease, combined with 
the 21.8% increase in net income, resulted in a 33.3% increase in 
diluted earnings per share for the first quarter of 1999 of $.36 
as compared to $.27 in 1998.

SEASONALITY OF BUSINESS

The Company's business is 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 1999 quarterly sales and income.  First 
quarter 1999 operating results are not necessarily indicative of 
anticipated quarterly results throughout the balance of the year.

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 April 3, 1999, the systems inventory, problem assessment, 
and over 90% of the remediation and testing have been completed 
as it relates to the Company's computer hardware and application 
software programs.  The Company currently anticipates this 
portion of the project will be substantially completed and all of 
these systems will be Year 2000 compliant by the end of the 
second quarter of 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 $.9 million has been incurred 
through April 3, 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

At April 3, 1999, the Company's cash, cash equivalents and short-
term investments were $3.6 million, compared to $16.8 million at 
the end of 1998 and $15.4 million at April 4, 1998.  This 
reduction is attributable to the Company's stock repurchases, 
offset in part by cash generated from operations.  Net working 
capital at April 3, 1999 was $58.8 million compared to $76.9 
million at January 2, 1999, and $86.0 million at April 4, 1998.  
Accounts receivable at April 3, 1999 were $30.7 million compared 
to $24.0 million at January 2, 1999 and $30.9 million at April 4, 
1998.  Inventories at April 3, 1999 were $47.7 million, compared 
to $65.6 million at January 2, 1999 and $64.1 million at April 4, 
1998.  Management believes that April 3, 1999 inventory levels 
are generally appropriate for anticipated ongoing 1999 business 
activities.  

Cash provided by operations amounted to approximately $14.3 
million in the first quarter of 1999, compared to a use of cash 
of $1.7 million in the first quarter of 1998.  The increase in 
cash provided by operating activities in the first quarter of 
1999 over 1998 is primarily attributable to reduced inventory 
levels.

Cash provided by investing activities totaled $1.5 million in the 
first quarter of 1999, compared to $3.6 million in 1998.  Capital 
expenditures were $.8 million in the first quarter of 1999, 
compared with $5.1 million in 1998 and are currently budgeted at 
$9.6 million for all of 1999. Capital expenditures in 1998 
related primarily to the Company's upgrade of its distribution 
systems and White House, 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 $27.0 million in the 
first quarter of 1999, compared to $.3 million in the first 
quarter of 1998.  The Company's primary financing activities 
consisted of stock repurchase transactions in 1999 and dividends 
in both periods.

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 the first quarter of 1999, the Company 
repurchased 1,469,200 shares of its Class A common stock under 
this program for approximately $27.1 million.  The Company has 
repurchased a total of 2,813,100 shares of its Class A common 
stock under its current repurchase programs for approximately 
$54.4 million.

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 April 3, 1999, 
January 2, 1999 or April 4, 1998.   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 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.  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 3.  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 on page 19 of the 1998 Form 10-K.



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:	4/21/99              				/S/DOUGLAS W. HYDE
                         						Chairman of the Board, President
                         						Chief Executive Officer and Director


Date:	4/21/99	              			/S/DAVID L. OMACHINSKI
                               Vice President-Finance, Treasurer
                               Chief Financial Officer and Director