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 29, 2001
                               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
                 (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 October 15, 2001, there were outstanding 9,755,847 shares
of Class A Common Stock and 2,214,548 shares of Class B Common
Stock.

                            FORM 10-Q

              OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                              INDEX

				                           Page

Part I.   Financial Information                              3

Item 1.   Financial Statements                               3

          Condensed Consolidated Balance Sheets-
          September 29, 2001 and December 30, 2000           3

          Unaudited Condensed Consolidated Statements
          of Income-Three Month and Nine Month Periods
          Ended September 29, 2001 and September 30, 2000    4

          Unaudited Condensed Consolidated Statements
          of Cash Flow- Nine Month Periods Ended
          September 29, 2001 and September 30, 2000          5

          Notes to Condensed Consolidated Financial
          Statements                                         6

Item 2.   Management's Discussion and Analysis of
          Results of Operations and Financial Condition      9

Item 3.   Quantitative and Qualitative Disclosures
          About Market Risk                                 15

Part II.  Other Information                                 15

Item 6.   Exhibits and Reports on Form 8-K                  16

Signatures


Part I - FINANCIAL INFORMATION
Item 1.   FINANCIAL STATEMENTS


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

                                     September 29,   December 30,
                                          2001          2000*
                                      (unaudited)
<S>                                  <C>            <C>
Assets
Current assets
  Cash and cash equivalents          $      22,043  $     19,839
  Investments                                   --           511
  Accounts receivable                       33,698        30,166
  Inventories                               63,663        53,185
  Prepaid expenses and
   other current assets                      1,797         1,882
  Deferred income taxes                     12,450        13,800
Total current assets                       133,651       119,383

Property, plant and equipment               68,896        68,295
Less accumulated depreciation and
 amortization                               39,129        36,010
Net property, plant and equipment           29,767        32,285

Non-current deferred income taxes            4,800         4,950
Other assets                                 2,169         1,638

Total assets                         $     170,387  $    158,256

Liabilities and shareholders' equity
Current liabilities
  Current portion of long-term debt  $       3,000  $     10,000
  Accounts payable                          10,459        14,840
  Accrued liabilities                       47,696        39,942
Total current liabilities                   61,155        64,782

Long-term debt                              34,000        34,000
Employee benefit plan liabilities           14,830        15,001

Shareholders' equity
  Preferred stock                               --            --
  Common stock:
    Class A                                     97            99
    Class B                                     22            22
  Additional paid-in capital                    --            --
  Retained earnings                         60,757        45,054
  Unearned compensation under
   restricted stock plan                      (474)         (702)
Total shareholders' equity                  60,402        44,473

Total liabilities and shareholders'
 equity                               $    170,387  $    158,256

*Condensed from audited financial statements.
See notes to condensed consolidated financial statements.
</TABLE>


<TABLE>
              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
                            September  September  September September
                             29, 2001  30, 2000   29, 2001  30, 2000
<S>                         <C>        <C>        <C>       <C>
Net sales                   $147,488   $142,339   $337,878  $324,890

Cost of products sold         83,824     81,360    194,983   185,887

Gross profit                  63,664     60,979    142,895   139,003

Selling, general and
administrative expenses       38,061     36,461    109,267   104,707
Royalty income, net           (2,945)    (2,668)    (7,128)   (6,344)

Operating income              28,548     27,186     40,756    40,640

Other income (expense):
  Interest expense              (628)    (1,697)    (2,022)   (4,102)
  Interest income                176        131        648       554
  Miscellaneous                   35      1,105         69     1,160

Other income (expense)-net      (417)      (461)    (1,305)   (2,388)

Income before income taxes    28,131     26,725     39,451    38,252

Income taxes                  10,802     10,423     15,149    14,918

Net income                  $ 17,329   $ 16,302   $ 24,302  $ 23,334

Net income per common share
  Basic                     $   1.42   $   1.34   $   1.99  $   1.89
  Diluted                   $   1.37   $   1.33   $   1.93  $   1.86

Weighted average common
shares outstanding
  Basic                       12,226     12,169     12,226    12,369
  Diluted (including share
   equivalents)               12,643     12,304     12,598    12,526

Cash dividends per common
share
  Class A                   $ 0.0600   $ 0.0500   $ 0.1600  $ 0.1500
  Class B                   $ 0.0525   $ 0.0425   $ 0.1375  $ 0.1275

See notes to condensed consolidated financial statements.
</TABLE>


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

                                    Nine  Month Period Ended
                                  September 29,  September 30,
                                       2001           2000
<S>                               <C>            <C>
Cash flows from operating
activities
  Net income for the period       $     24,302   $     23,334
  Depreciation and amortization          5,987          5,978
  Deferred income taxes                  1,500          1,000
  Income tax benefit from stock
   option exercises                      1,023            325
  Items in net income not
   affecting cash and
   cash equivalents                         46           (503)
  Changes in current assets            (13,925)       (31,219)
  Changes in current liabilities         3,373          6,805

Net cash provided by operating
activities                              22,306          5,720

Cash flows from investing
activities
  Additions to property, plant
   and equipment                        (3,024)        (4,896)
  Proceeds from disposal of
   assets                                   84          1,591
  Sale of short-term investments,
   net                                     511             --
  Changes in other assets               (1,049)           428

Net cash used in investing
activities                              (3,478)        (2,877)

Cash flows from financing
activities
  Borrowings under revolving
   credit agreement                         --            125
  Payment on long-term debt             (7,000)            --
  Dividends paid                        (1,907)        (1,805)
  Net proceeds from issuance of
   common shares                         2,627            579
  Repurchase of common shares          (10,344)        (9,863)

Net cash used in financing
activities                             (16,624)       (10,964)

Net increase (decrease) in cash
and cash equivalents                     2,204         (8,121)

Cash and cash equivalents at
beginning of period                     19,839          9,093

Cash and cash equivalents at end
of period                         $     22,043   $        972

See notes to condensed consolidated financial statements.
</TABLE>


              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 September 29, 2001, and the results of operations
and cash flows for the nine-month periods ended September 29,
2001 and September 30, 2000.

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
consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's
2000 Annual Report.

Note 2.  Inventories

A summary of inventories follows:

<TABLE>
                     September 29, 2001    December 30, 2000
                              (Dollars in thousands)
<S>                   <C>                  <C>
Finished goods        $       52,519       $        37,398
Work in process               10,069                12,595
Raw materials                  1,075                 3,192

Total                 $       63,663       $        53,185
</TABLE>

The replacement cost of inventory exceeds the above LIFO costs by
$11,983 at September 29, 2001 and December 30, 2000,
respectively.

Note 3.  Segment Reporting

The Company designs, sources, and markets apparel products using
primarily the OshKosh B'Gosh brand.  The apparel products are
primarily marketed in two distinct distribution channels:
domestic wholesale and through Company owned retail stores.  The
Company designs and sources product to meet the needs of these
distribution channels through a single procurement business unit.

Certain operations are classified as segments as defined by SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related
Information."  The Company manages its business operations by
periodic analysis of business unit operating results.  For this
purpose, domestic wholesale, retail, and procurement are
separately identified for management reporting and are considered
segments as defined by SFAS No. 131.

Management evaluates the operating performance of each of its
business units based on income from operations as well as return
on net assets.  For this purpose, product is transferred from
procurement to the domestic wholesale and retail business units
at cost.  However, procurement receives a markup on product sold
by the Company's wholesale and retail business units.  Accounting
policies used for segment reporting are consistent with the
Company's overall accounting policies, except that inventories
are valued on a FIFO basis.  In addition, interest income,
interest expense, certain corporate office expenses, and the
effects of the LIFO inventory valuation method are not allocated
to individual business units, and are included in the All
Other/Corporate column below.

Segment assets include all assets used in the operation of each
business unit, including accounts receivable, inventories, and
property, plant and equipment.  Certain other corporate assets
that cannot be specifically identified with the operation of a
business unit are not allocated.  Financial information for the
Company's reportable segments follows:

<TABLE>
                                                      All
                  Domestic                           Other/
                  Wholesale  Retail   Procurement  Corporate    Total
<S>               <C>       <C>       <C>          <C>        <C>
For the three
months ended
September 29,
2001
Net sales         $ 69,561  $ 76,623  $        3   $  1,301   $147,488
Income before
income taxes        10,909    12,975       2,949      1,298     28,131
Assets              68,950    46,530      21,543     33,364    170,387
Depreciation
expense                407       895         280        217      1,799

For the three
months ended
September 30,
2000
Net sales         $ 70,107  $ 71,140  $       --   $  1,092   $142,339
Income before
income taxes        12,109    11,848       1,120      1,648     26,725
Assets              71,330    40,795      23,068     14,526    149,719
Depreciation
expense                410       888         281        192      1,771

For the nine
months ended
September 29,
2001
Net sales         $162,554  $171,528  $        3   $  3,793   $337,878
Income before
income taxes        17,186    16,517       3,073      2,675     39,451
Assets              68,950    46,530      21,543     33,364    170,387
Depreciation
expense              1,260     2,721         841        647      5,469

For the nine
months ended
September 30,
2000
Net sales         $156,291  $163,215  $       --   $  5,384   $324,890
Income before
income taxes        18,147    16,215         945      2,945     38,252
Assets              71,330    40,795      23,068     14,526    149,719
Depreciation
expense              1,206    2,369        1,013        664      5,252

For the year
ended December
30, 2000
Net sales         $215,982  $230,774  $       --   $  6,306   $453,062
Income before
income taxes        22,794    25,505         824      3,670     52,793
Assets              62,140    36,216      25,160     34,740    158,256
Depreciation
expense              1,612     3,319       1,357        866      7,154
</TABLE>


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.

<TABLE>
                            As a Percentage of Net Sales for the
                      Three Month Period Ended   Nine Month Period Ended
                       September     September     September  September
                       29, 2001      30, 2000      29, 2001   30, 2000
  <S>                   <C>           <C>           <C>        <C>
  Net sales             100.0%        100.0%        100.0%     100.0%
  Cost of products
  sold                   56.8%         57.2%         57.7%      57.2%
  Gross profit           43.2%         42.8%         42.3%      42.8%
  Selling, general
  and Administrative
  expenses               25.8%         25.6%         32.3%      32.2%
  Royalty income,
  net                    (2.0%)        (1.9%)        (2.1%)     (1.9%)
  Operating income       19.4%         19.1%         12.1%      12.5%
  Other income
  (expense) - net         (.3%)         (.3%)         (.4%)      (.7%)
  Income before
  income taxes           19.1%         18.8%         11.7%      11.8%
  Income taxes            7.3%          7.3%          4.5%       4.6%
  Net income             11.8%         11.5%          7.2%       7.2%
</TABLE>

Net Sales

Consolidated net sales for the three month period ended September
29, 2001 were $147.5 million, a $5.2 million increase (3.7%) over
2000 third quarter net sales of $142.3 million.  Consolidated net
sales for the nine month period ended September 29, 2001 were
$337.9 million, a $13.0 million increase (4.0%) from net sales of
$324.9 million for the first nine months of 2000.  The Company's
net sales for the three month and nine month periods ended
September 29, 2001 and September 30, 2000 are summarized as
follows:

<TABLE>
                                      Net Sales
                                    (in millions)
                            Domestic
                      Wholesale    Retail    Other     Total
<S>                   <C>        <C>        <C>       <C>
Three month period
ended:
  September 29, 2001  $  69.6    $  76.6    $  1.3    $ 147.5
  September 30, 2000     70.1       71.1       1.1      142.3
  Increase (decrease) $   (.5)   $   5.5    $   .2    $   5.2

Percent increase
(decrease)                (.7%)      7.7%     18.2%       3.7%

Nine month period
ended:
  September 29, 2001  $ 162.6    $ 171.5    $  3.8    $ 337.9
  September 30, 2000    156.3      163.2       5.4      324.9
  Increase (decrease) $   6.3    $   8.3    $ (1.6)   $  13.0

Percent increase
(decrease)                4.0%       5.1%    (29.6)%      4.0%
</TABLE>

The Company's domestic wholesale unit shipments from continuing
businesses (footwear and outerwear were licensed effective May 1,
2001) for the three month period ended September 29, 2001
increased approximately 5.1% as compared to the corresponding
three month period of 2000. Wholesale net sales for the third
quarter of 2001 of $69.6 million were approximately 6.9% over
third quarter 2000 net wholesale sales of $65.1 million (which
excludes approximately $5.0 million of footwear and outerwear net
sales).  These increases resulted from a combination of higher
booked orders for the Fall back-to-school season along with more
timely shipment of late Fall orders to the Company's wholesale
customers.  For the first nine months of 2001, wholesale unit
shipments from continuing businesses were approximately 9.5%
ahead of the corresponding period in 2000.  Net sales for the
first three quarters of 2001 of $162.6 million were approximately
7.5% over 2000 net sales of approximately $151.3 million
exclusive of footwear and outerwear.  Year-to-date increases in
unit shipments and net sales dollars are primarily the result of
higher booked orders for the period.

The Company's booked orders for the 2001 Holiday season (shipped
primarily in the fourth quarter) were below orders booked for the
Holiday 2000 season.  The Company believes that this reduction is
due primarily to the significant economic slowdown experienced in
the U.S. and the cautious approach to inventory management by
many of the Company's wholesale customers.  The Company currently
anticipates that its fourth quarter 2001 wholesale net sales will
be approximately $12 to $14 million below the fourth quarter of
2000.  Of this amount, approximately $3 million represents net
sales of footwear and outerwear in the fourth quarter of 2000
which are now licensed products.  Included in the Company's
estimate of fourth quarter 2001 wholesale net sales is
approximately $3-$4 million of sales of Spring 2002 product to a
new customer, Kohl's Department Stores.

Beginning with the Spring 2002 season, the Company will be
selling its product offering to Kohl's Department Stores.  The
Company currently believes its net sales to Kohl's in 2002 will
approximate $40 to $45 million.  The Company currently
anticipates its first quarter 2002 net wholesale sales to be up
approximately 12%-18% over the first quarter of 2001.

The Company's third quarter 2001 retail sales increase resulted
from a comparable store sales increase of 5.0% and from sales
volume from stores opened subsequent to September 30, 2000.  (For
the period July 1 through September 10, 2001, the Company
experienced a comparable store sales increase of 6.7%.  For the
period September 11 through September 29, 2001, comparable store
sales decreased 1.8%).  The third quarter 2001 comparable store
sales increase was favorably impacted by more aggressive
promotional pricing, which had an adverse impact on gross profit
margins.  The Company's increase in retail sales for the first
nine months of 2001 resulted from sales volume from newly opened
stores and a comparable store sales increase of 1.0% (as compared
to a .7% increase in 2000).  Company management believes that the
year to date comparable store sales were impacted by lower
customer store traffic during the first quarter, due in part to
adverse weather conditions, a generally negative economic
environment and current events in the U.S. creating economic
uncertainty.  For the remainder of 2001, the Company currently
anticipates a comparable store sales gain in the low single digit
range.

At September 29, 2001 the Company operated 137 domestic OshKosh
retail stores, including 130 outlet stores, two showcase stores,
and five strip mall stores.  During the third quarter of 2001,
the Company opened two new outlet stores.  At September 30, 2000
the Company operated a total of 130 domestic OshKosh retail
stores.  Current Company plans for the remainder of 2001 call for
the addition of four outlet stores.  Preliminary plans for 2002
call for the opening of ten new outlet stores.

Gross Profit

The Company's gross profit margin as a percent of net sales was
43.2% in the third quarter of 2001, compared to 42.8% in the
third quarter of 2000.  For the three month period ended
September 29, 2001, the increase in gross margin percentage is
primarily attributable to an increased proportion of sales from
the Company's retail stores.  For the nine month period ended
September 29, 2001 gross profit margin as a percent of net sales
was 42.3%, compared to 42.8% for the first nine months of 2000.
The modest decrease in gross margin percentage for the nine month
period was due to increased wholesale customer sales allowances
and a more aggressive promotional pricing strategy at the
Company's retail stores.

The Company currently anticipates a modest increase in its gross
profit margin in the fourth quarter of 2001 as compared to 2000,
which should result from an increased proportion of sales from
the Company's retail stores relative to its wholesale net sales
which are projected to be lower than the fourth quarter of 2000.
Fourth quarter 2001 gross profit margins will be adversely
impacted by a more aggressive pricing strategy at Company retail
stores and increased sales allowances and related support to the
Company's wholesale customers.  The Company is currently on
target with its 2001 sourcing plan which calls for approximately
90% of units to be produced in off-shore venues as compared to
approximately 75% in 2000.

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

S,G&A expenses for the three month and nine month periods ended
September 29, 2001 increased $1.6 million and $4.6 million over
the three and nine month periods ended September 30, 2000,
respectively.  As a percentage of net sales, S,G&A expenses were
25.8% and 32.3% for the three month and nine month periods ended
September 29, 2001 as compared to 25.6% and 32.2% in the
comparable periods of 2000.  The increase in S,G&A expenses in
dollars relates primarily to continued expansion of the Company's
retail operations.

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 September 29, 2001 was $2.9
million compared to $2.7 million in the third quarter of 2000.
Royalty income for the nine month period ended September 29, 2001
was $7.1 million compared with $6.3 million in the comparable
period of 2000.  The increase is primarily attributable to
increased business levels by the Company's Japanese licensees for
the nine month period ending September 29, 2001, and royalty
income from new licenses for outerwear and footwear.

Operating Income

As a result of the factors described above, the Company's
operating income for the three month and nine month periods ended
September 29, 2001 amounted to $28.5 million and $40.8 million as
compared to $27.2 million and $40.6 million for the comparable
periods in 2000.

Other Income (Expense) - Net

The Company's third quarter 2001 net other income (expense) was a
$.4 million expense compared to $.5 million in 2000.  Interest
expense was lower for the third quarter and nine month period
ending September 29, 2001 compared to 2000 due to lower interest
rates and prepayment of $7 million of the Company's long-term
debt in the first quarter.  Net other income (expense) in the
third quarter of 2000 included a $1.1 million gain on sale of a
previously closed manufacturing facility.

Income Taxes

The Company's effective tax rate for the three month and nine
month periods ended September 29, 2001, was approximately 38.4%
compared to 39.0% in 2000.  The Company currently anticipates an
effective income tax rate of approximately 38.4% for the
remainder of 2001.

Net Income

Net income for the three months ended September 29, 2001 of $17.3
was a $1.0 million increase (6.1%) compared to net income for the
three months ended September 30, 2000 of $16.3 million. Net
income for the nine months ended September 29, 2001 of $24.3
million was a $1.0 million increase compared with net income for
the nine months ended September 30, 2000 of $23.3 million.
Diluted earnings per share for the quarter ended September 29,
2001 was $1.37, a $.04 (3.0%) increase over the comparable period
in 2000.

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
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 2001 quarterly sales and income.  Third
quarter 2001 operating results are not necessarily indicative of
anticipated quarterly results throughout the balance of the year.

FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY

At September 29, 2001, the Company's cash, cash equivalents and
short-term investments were $22.0 million, compared to $20.4
million at the end of 2000 and $1.5 million at September 30,
2000. Net working capital at September 29, 2001 was $72.5 million
compared to $54.6 million at December 30, 2000, and $57.0 million
at September 30, 2000. The increase in cash and working capital
compared to September 30, 2000 is primarily attributable to net
income for the period.

Cash provided by operations amounted to approximately $22.3
million in the first nine months of 2001, compared to $5.7
million in the first nine months of 2000. Accounts receivable at
September 29, 2001 were $33.7 million compared to $30.2 million
at December 30, 2000, and $39.4 million at September 30, 2000.
Inventories at September 29, 2001, were $63.7 million, compared
to $53.2 million at December 30, 2000, and $55.1 million at
September 30, 2000. The increases in inventory levels over 2000
are the result of a management decision to accelerate production
to help ensure the Company's ability to timely deliver customer
orders and maintain fully merchandised Company retail stores.
Management believes that September 29, 2001, inventory levels are
generally appropriate for anticipated ongoing 2001 business
activities.

Investing activities used $3.5 million of cash in the first nine
months of 2001, compared to $2.9 million in 2000.  Capital
expenditures were $3.0 million in the first nine months of 2001,
compared with $4.9 million in 2000 and are currently estimated to
be $7.0 million for all of 2001. Capital expenditures in both
years relate primarily to expansions and upgrades of the
Company's retail stores.  Depreciation and amortization are
currently budgeted at $8.0 million for 2001.

Cash used in financing activities totaled $16.6 million in the
first nine months of 2001, compared to $11.0 million in the first
nine months of 2000.  In 2001, cash generated by the Company was
sufficient to finance all working capital needs and to prepay
$7.0 million of the Company's long-term debt.  Financing
activities also included stock repurchase transactions and
dividends in both periods.

On December 6, 1999, the Company's Board of Directors authorized
a 1.5 million share repurchase program of the Company's Class A
common stock.  On December 11, 2000, the Company's Board of
Directors authorized an additional 1.0 million shares to this
repurchase program.  During the first nine months of 2001, the
Company repurchased 397,300 shares of its Class A common stock
under this program for approximately $10.3 million.  The Company
has repurchased a total of 1,236,400 shares of its Class A common
stock under its current repurchase programs for approximately
$25.3 million.

The Company's unsecured credit agreement, as amended, with a
number of banks provided for $44 million in borrowings for the
repurchase of shares of its common stock, and provides a $75
million revolving credit facility available for general corporate
purposes, including cash borrowings and issuances of letters of
credit.  The revolving credit facility expires November 3, 2002.
The Company had $37 million of outstanding long-term debt at
September 29, 2001 and $44 million at December 30, 2000 and
September 30, 2000 under the share repurchase component of the
credit agreement.  The term loan is due in annual installments of
$10.0 million and cannot be reborrowed.  At September 29, 2001,
the Company had no outstanding borrowings on the revolving credit
facility.

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, required payments on long-term debt, and business
development needs.

INFLATION

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

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement No. 141, "Business Combinations" and Statement
No. 142, "Goodwill and Other Intangible Assets" effective for
fiscal years beginning after December 31, 2001.  Under these
Statements, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject
to periodic impairment tests and all business combinations
initiated after June 30, 2001 must be accounted for using the
purchase method of accounting.  The Company currently believes
that these Statements will not have an impact on the Company's
results of operations or financial position.

In 2001, the Emerging Issues Task Force (EITF) issued EITF No. 00-
14 "Accounting for Certain Sales Incentives" and EITF No. 00-25
"Vendor Income Statement Characterization of Consideration Paid
to a Reseller of the Vendor's Products," which are effective for
the first quarter beginning after December 15, 2001.  These
EITF's prescribe guidance regarding the timing of recognition and
income statement classification of costs incurred for certain
sales incentive programs to retailers and end consumers.  These
EITF's had no impact on the Company as the Company currently
recognizes these costs and classifies them in accordance with the
prescribed rules.

FORWARD-LOOKING STATEMENTS

This report contains certain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including statements regarding future sales, gross
profit expectations, planned store expansions and store closings,
future comparable store net sales, future product sourcing plans,
inventory levels and valuation implications, future growth in
royalty income, future effective income tax rate, planned capital
expenditures and depreciation and amortization expenses, and
future cash needs.  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 introduction of new products or pricing changes by
the Company's competitors or other competitive factors, the
financial strength of the retail industry, including, but not
limited to, business conditions and the general economy, natural
disasters, risk of non-payment of accounts receivable, the
unanticipated loss of a major customer, failure of Company
suppliers to timely deliver needed raw materials, the Company's
ability to correctly balance the level of its commitments with
actual orders, risks associated with terrorist activities, as
well as risk associated with foreign operations.  In addition,
the inability to ship Company products within agreed timeframes
due to unanticipated manufacturing and/or distribution system
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, Mexico, and Central America.  If financial, political,
or other related difficulties were to adversely impact the
Company's contractors in these regions, 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 or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

Interest Rate Risk

The credit agreement entered into by the Company in November,
1999, as amended, provided for $44 million to finance repurchases
of the Company's common stock (of which $37 million is
outstanding) and a $75 million revolving credit facility
available for general corporate purposes.  Borrowings under this
agreement bear interest at a variable rate, based on the London
Interbank Offered Rates.  Accordingly, the Company is affected by
interest rate changes on its long-term debt.  Management monitors
this risk by carefully analyzing the short-term rates on its long-
term debt portfolio and comparable long-term interest rates.  The
Company does not presently hedge its interest rate risk.  With
respect to this debt, a 1% change in interest rates would not
have a material impact on the Company's interest expense for
fiscal 2001.

Foreign Currency Risk

The Company contracts for the manufacture of apparel with
contractors in Asia, Central America, and Mexico.  While these
contracts are stated in terms of U.S. dollars, there can be no
assurance that the cost for the production of the Company's
products will not be affected by exchange fluctuations between
the United States and the local currencies of these contractors.
Due to the number of currencies involved, the Company cannot
quantify the potential impact of future currency fluctuations on
net income in future years.  The Company does not hedge its
exchange rate risk.

Inflation Risk

The Company manages its inflation risks by ongoing review of
product selling prices and production costs.  Management does not
believe that inflation risks are material to the Company's
business, its consolidated financial position, results of
operations, or cash flows.

Investment Risk

The Company does not believe it has material exposure to market
risk with respect to any of its investments as the Company does
not utilize market rate sensitive instruments for trading or
other purposes.

Part II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits
           None

     (b)  Reports on Form 8-K
          On August 8, 2001, the Company filed an 8-K to disclose
          a change in the Company's Certifying Accountant.


                           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:     10/24/2001     /s/DOUGLAS W. HYDE
                         Chairman of the Board, President
                         Chief Executive Officer and Director


Date:     10/24/2001     /s/DAVID L. OMACHINSKI
                         Vice President-Finance, Treasurer
                         Chief Financial Officer and Director