UNITED STATES
SECURITIES AND EXCHANGE COMMISSION





FORM 10-Q





|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
|--- | ------------------------------------------------
|    | OF THE SECURITIES EXCHANGE ACT OF 1934          



For the Quarterly Period Ended October 4, 2003





|[  ] | 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.





|Delaware(State or other jurisdiction of
incorporation or organization)             |  | 39-0519915(IRS Employer
Identification Number)
|---------------------------------------------------------------------------------- |  | ----------------------------------------------
|                                                                                   |  |                                               
|112 Otter Avenue
Oshkosh, Wisconsin  54901(Address of principal executive offices)



(920) 231-8800(Registrant's telephone number, including area code)



NOT APPLICABLE(Former name, former address and former fiscal year, if changed since last report)



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  .

Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes X   	No

As of October 15, 2003, there were outstanding 9,655,944 shares of Class A Common Stock and 2,192,411 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 - 
October 4, 2003 and December 28, 2002                                                          |  | 3   
|        |  |                                                                                                                                         |  |     
|        |  | Unaudited Condensed Consolidated Statements of Income - Three-Month and Nine-Month Periods Ended October 4, 2003 and September 28, 2002 |  | 4   
|        |  |                                                                                                                                         |  |     
|        |  | Unaudited Condensed Consolidated Statements of Cash Flows -
Nine-Month Periods Ended October 4, 2003 and September 28, 2002             |  | 5   
|        |  |                                                                                                                                         |  |     
|        |  | Notes to Condensed Consolidated Financial Statements                                                                                    |  | 6   
|        |  |                                                                                                                                         |  |     
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                   |  | 9   
|        |  |                                                                                                                                         |  |     
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                                                              |  | 22  
|        |  |                                                                                                                                         |  |     
|Item 4. |  | Controls and Procedures                                                                                                                 |  | 23  
|        |  |                                                                                                                                         |  |     
|PART II |  | OTHER INFORMATION                                                                                                                       |  | 23  
|        |  |                                                                                                                                         |  |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                        |  | 23  
|        |  |                                                                                                                                         |  |     
|        |  | Signatures                                                                                                                              |  | 24  
|        |  |                                                                                                                                         |  |     
|        |  |                                                                                                                                         |  |     
|        |  |                                                                                                                                         |  |     



PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

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

|                                                                                                        |                                                   |             |         | October 4,
2003 |    | December 28,
 2002 |        
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ----------- | ------- | --------------- | -- | ------------------ | -------
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|                                                                                                        |                                                   | (unaudited) |         |                 |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|ASSETS                                                                                                  |                                                   |             |         |                 |    |                    |        
|Current assets                                                                                          |                                                   |             |         |                 |    |                    |        
|                                                                                                        | Cash and cash equivalents                         |             | $       | 7,067           |    |                    | $      
|                                                                                                        | Accounts receivable, net                          |             |         | 31,785          |    |                    |        
|                                                                                                        | Inventories                                       |             |         | 74,374          |    |                    |        
|                                                                                                        | Prepaid expenses and other current assets         |             |         | 3,922           |    |                    |        
|                                                                                                        | Deferred income taxes                             |             |         | 9,200           |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Total current assets                                                                                    |                                                   |             | 126,348 |                 |    |                    | 121,326
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Property, plant and equipment                                                                           |                                                   |             | 71,819  |                 |    |                    | 71,198 
|                                                                                                        | Less accumulated depreciation and amortization    |             |         | 46,252          |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Net property, plant and equipment                                                                       |                                                   |             | 25,567  |                 |    |                    | 27,777 
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Non-current deferred income taxes                                                                       |                                                   |             | 2,800   |                 |    |                    | 2,300  
|Other assets                                                                                            |                                                   |             | 4,366   |                 |    |                    | 4,351  
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Total assets                                                                                            |                                                   | $           | 159,081 |                 |    | $                  | 155,754
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                    |                                                   |             |         |                 |    |                    |        
|Current liabilities                                                                                     |                                                   |             |         |                 |    |                    |        
|                                                                                                        | Accounts payable                                  |             | $       | 16,115          |    |                    | $      
|                                                                                                        | Accrued liabilities                               |             |         | 36,782          |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Total current liabilities                                                                               |                                                   |             | 52,897  |                 |    |                    | 50,303 
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Employee benefit plan liabilities                                                                       |                                                   |             | 13,169  |                 |    |                    | 13,062 
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Shareholders' equity                                                                                    |                                                   |             |         |                 |    |                    |        
|                                                                                                        | Preferred stock                                   |             |         | --              |    |                    |        
|                                                                                                        | Common stock:                                     |             |         |                 |    |                    |        
|                                                                                                        |                                                   | Class A     |         |                 | 97 |                    |        
|                                                                                                        |                                                   | Class B     |         |                 | 22 |                    |        
|                                                                                                        | Retained earnings                                 |             |         | 92,987          |    |                    |        
|                                                                                                        | Unearned compensation under restricted stock plan |             |         | (91             | )  |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Total shareholders' equity                                                                              |                                                   |             | 93,015  |                 |    |                    | 92,389 
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|Total liabilities and shareholders' equity                                                              |                                                   | $           | 159,081 |                 |    | $                  | 155,754
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|                                                                                                        |                                                   |             |         |                 |    |                    |        
|*Condensed from audited financial statements.
See notes to condensed consolidated financial statements.





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

|                                                          |                  |   |         | Three-Month Period Ended |   | Nine-Month Period Ended
|--------------------------------------------------------- | ---------------- | - | ------- | ------------------------ | - | -----------------------
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         | October 4,
2003          |   | September 28, 2002     
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Net Sales                                                 |                  | $ | 124,097 |                          |   | $                      
|                                                          |                  |   |         |                          |   |                        
|Cost of products sold                                     |                  |   | 79,441  |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Gross profit                                              |                  |   | 44,656  |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Selling, general and administrative
expenses              |                  |   | 37,400  |                          |   |                        
|Royalty income, net                                       |                  |   | (3,679  | )                        |   |                        
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Operating income                                          |                  |   | 10,935  |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Other income (expense):                                   |                  |   |         |                          |   |                        
|                                                          | Interest expense |   |         | (216                     | ) |                        
|                                                          | Interest income  |   |         | 60                       |   |                        
|                                                          | Miscellaneous    |   |         | (12                      | ) |                        
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Other income (expense) -- net                             |                  |   | (168    | )                        |   |                        
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Income before income taxes                                |                  |   | 10,767  |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Income taxes                                              |                  |   | 3,984   |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Net income                                                |                  | $ | 6,783   |                          |   | $                      
|                                                          |                  |   |         |                          |   |                        
|                                                          |                  |   |         |                          |   |                        
|Net income per common share                               |                  |   |         |                          |   |                        
|                                                          | Basic            |   | $       | 0.57                     |   |                        
|                                                          | Diluted          |   | $       | 0.57                     |   |                        
|                                                          |                  |   |         |                          |   |                        
|Weighted average common shares outstanding                |                  |   |         |                          |   |                        
|                                                          | Basic            |   |         | 11,856                   |   |                        
|                                                          | Diluted          |   |         | 11,968                   |   |                        
|                                                          |                  |   |         |                          |   |                        
|Cash dividends per common share                           |                  |   |         |                          |   |                        
|                                                          | Class A          |   | $       | 0.110                    |   |                        
|                                                          | Class B          |   | $       | 0.095                    |   |                        
|                                                          |                  |   |         |                          |   |                        
|See notes to condensed consolidated financial statements.





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

|                                                          |                                                             |   |         | Nine-Month Period Ended |  
|--------------------------------------------------------- | ----------------------------------------------------------- | - | ------- | ----------------------- | -
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         | October 4,
2003         |  
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Cash flows from operating activities                      |                                                             |   |         |                         |  
|                                                          | Net income                                                  |   | $       | 6,190                   |  
|                                                          | Depreciation and amortization                               |   |         | 5,266                   |  
|                                                          | Deferred income taxes                                       |   |         | (100                    | )
|                                                          | Income tax benefit from stock options exercised             |   |         | 302                     |  
|                                                          | Items in net income not affecting cash and cash equivalents |   |         | 326                     |  
|                                                          | Changes in current assets                                   |   |         | (34,553                 | )
|                                                          | Changes in current liabilities                              |   |         | 2,594                   |  
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Net cash provided by (used in) operating activities       |                                                             |   | (19,975 | )                       |  
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Cash flows from investing activities                      |                                                             |   |         |                         |  
|                                                          | Additions to property, plant and equipment                  |   |         | (2,780                  | )
|                                                          | Proceeds from disposal of assets                            |   |         | 129                     |  
|                                                          | Changes in other assets                                     |   |         | (445                    | )
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Net cash used in investing activities                     |                                                             |   | (3,096  | )                       |  
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Cash flows from financing activities                      |                                                             |   |         |                         |  
|                                                          | Payment on long-term debt                                   |   |         | --                      |  
|                                                          | Dividends paid                                              |   |         | (2,893                  | )
|                                                          | Net proceeds from issuance of common shares                 |   |         | 678                     |  
|                                                          | Repurchase of common shares                                 |   |         | (3,845                  | )
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Net cash used in financing activities                     |                                                             |   | (6,060  | )                       |  
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Net decrease in cash and cash equivalents                 |                                                             |   | (29,131 | )                       |  
|                                                          |                                                             |   |         |                         |  
|Cash and cash equivalents at beginning of period          |                                                             |   | 36,198  |                         |  
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|Cash and cash equivalents at end of period                |                                                             | $ | 7,067   |                         |  
|                                                          |                                                             |   |         |                         |  
|                                                          |                                                             |   |         |                         |  
|See notes to condensed consolidated financial statements.





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



NOTE 1.  BASIS OF PREPARATION

The condensed consolidated financial statements included herein have been prepared by the Company without audit.  However, the foregoing statements contain all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of Company management, necessary to present fairly the financial position as of October 4, 2003, and the results of operations and cash flows for the nine-month periods ended October 4, 2003 and September 28, 2002.

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 2002 Annual Report.

NOTE 2.  INVENTORIES

A summary of inventories follows (in thousands):



|                |  | October 4, 2003 |        | December 28, 2002 | 
|--------------- |  | --------------- | ------ | ----------------- | 
|                |  |                 |        |                   | 
|                |  |                 |        |                   | 
|Finished goods  |  | $               | 66,173 |                   | 
|Work in process |  |                 | 5,431  |                   | 
|Raw materials   |  |                 | 2,770  |                   | 
|                |  |                 |        |                   | 
|Total           |  | $               | 74,374 |                   | 
|                |  |                 |        |                   | 



The replacement cost of inventory exceeds the above LIFO costs by $10,600 at October 4, 2003 and December 28, 2002.

NOTE 3.  COMMON STOCK

The Company has elected to follow Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its employee stock options.  Under APB No. 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant and the number of shares granted is fixed, no compensation expense is recognized.

The Company's Incentive Stock Option Plans have authorized the grant of options to management personnel and directors for up to 3,125,000 of the Company's Class A common stock.  As of October 4, 2003, 508,000 shares are available for grant.  Options granted generally have ten-year terms and vest ratably over a four-year period following date of grant.

The following pro forma information regarding net income and net income per share required by SFAS No. 123, "Accounting for Stock Based Compensation," has been determined as if the Company had accounted for its employee stock options under the fair value method of that statement.  The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2003 and 2002, respectively: risk-free interest rates of 3.90% and 4.91%; annual dividends of $.28; volatility factors of the expected market price of the Company's common stock of .364 and .514; and a weighted-average expected life of the option of approximately eight years.  Changes in these subjective assumptions can significantly affect the fair value calculations.

The estimated fair values of the options are amortized to expense over the options' vesting periods:

|                                        | Three Months Ended                                                                   |                    |      | Nine Months Ended
|--------------------------------------- | ------------------------------------------------------------------------------------ | ------------------ | ---- | -----------------
|                                        |                                                                                      |                    |      |                  
|                                        | October 4,
2003                                                                      | September 28,
2002 |      | October 4,
2003  
|                                        |                                                                                      |                    |      |                  
|Net income as reported                  | $                                                                                    | 6,783              |      | $                
|Add: Stock based compensation included  |                                                                                      |                    |      |                  
|                                        | in net income as reported, net of related tax effects                                |                    | 45   |                  
|Deduct: Stock based compensation        |                                                                                      |                    |      |                  
|                                        | determined under fair value based methods for all awards, net of related tax effects |                    | (422 | )                
|                                        |                                                                                      |                    |      |                  
|Pro forma net income                    |                                                                                      | 6,406              |      |                  
|Net income per common share as reported |                                                                                      |                    |      |                  
|Basic                                   |                                                                                      | 0.57               |      |                  
|Diluted                                 |                                                                                      | 0.57               |      |                  
|Pro forma net income per common share   |                                                                                      |                    |      |                  
|Basic                                   |                                                                                      | 0.54               |      |                  
|Diluted                                 |                                                                                      | 0.54               |      |                  
|                                        |                                                                                      |                    |      |                  

Restricted Stock

On February 15, 2000, the Company issued 55,000 shares of restricted stock to certain key employees.  The restrictions lapse over four years based on attainment of certain financial performance targets and continued employment.  Under APB No. 25, compensation expense is reflected over the period in which services are performed and when the financial performance targets have been met.



NOTE 4.  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 have been segregated into 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 (in thousands):



|                                              |           |   | Domestic
Wholesale |     |  |   | Retail  |       |  |   | Procurement |     |  |   | All Other/
Corporate |    |  |   | Total   |      
|--------------------------------------------- | --------- | - | ------------------ | --- |  | - | ------- | ----- |  | - | ----------- | --- |  | - | -------------------- | -- |  | - | ------- | -----
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|For the three months
ended October 4, 2003    |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|Net sales                                     |           | $ | 50,023             |     |  | $ | 73,283  |       |  | $ | 33          |     |  | $ | 758                  |    |  | $ | 124,097 |      
|Income (loss) before income taxes             |           |   | 2,841              |     |  |   | 8,090   |       |  |   | (1,784      | )   |  |   | 1,620                |    |  |   | 10,767  |      
|Assets                                        |           |   | 56,016             |     |  |   | 74,690  |       |  |   | 14,622      |     |  |   | 13,753               |    |  |   | 159,081 |      
|Depreciation expense                          |           |   | 335                |     |  |   | 1,071   |       |  |   | 135         |     |  |   | 144                  |    |  |   | 1,685   |      
|Property, plant and equipment                 |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              | additions |   |                    | 57  |  |   |         | 1,302 |  |   |             | 28  |  |   |                      | 2  |  |   |         | 1,389
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|For the three months
ended September 28, 2002 |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|Net sales                                     |           | $ | 57,931             |     |  | $ | 75,127  |       |  | $ | 60          |     |  | $ | 821                  |    |  | $ | 133,939 |      
|Income before income taxes                    |           |   | 9,216              |     |  |   | 10,044  |       |  |   | 2,589       |     |  |   | 450                  |    |  |   | 22,299  |      
|Assets                                        |           |   | 55,226             |     |  |   | 56,456  |       |  |   | 11,298      |     |  |   | 34,890               |    |  |   | 157,870 |      
|Depreciation expense                          |           |   | 356                |     |  |   | 939     |       |  |   | 105         |     |  |   | 165                  |    |  |   | 1,565   |      
|Property, plant and equipment                 |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              | additions |   |                    | 66  |  |   |         | 792   |  |   |             | 63  |  |   |                      | 14 |  |   |         | 935  
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|For the nine months
ended October 4, 2003     |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|Net sales                                     |           | $ | 133,193            |     |  | $ | 172,421 |       |  | $ | 96          |     |  | $ | 2,220                |    |  | $ | 307,930 |      
|Income (loss) before income taxes             |           |   | 6,438              |     |  |   | 6,206   |       |  |   | (1,392      | )   |  |   | (1,426               | )  |  |   | 9,826   |      
|Assets                                        |           |   | 56,016             |     |  |   | 74,690  |       |  |   | 14,622      |     |  |   | 13,753               |    |  |   | 159,081 |      
|Depreciation expense                          |           |   | 1,011              |     |  |   | 2,986   |       |  |   | 359         |     |  |   | 480                  |    |  |   | 4,836   |      
|Property, plant and equipment                 |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              | additions |   |                    | 360 |  |   |         | 2,197 |  |   |             | 161 |  |   |                      | 62 |  |   |         | 2,780
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|For the nine months
ended September 28, 2002  |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|Net sales                                     |           | $ | 140,164            |     |  | $ | 175,583 |       |  | $ | 135         |     |  | $ | 2,962                |    |  | $ | 318,844 |      
|Income before income taxes                    |           |   | 14,150             |     |  |   | 12,085  |       |  |   | 6,265       |     |  |   | 1,087                |    |  |   | 33,587  |      
|Assets                                        |           |   | 55,226             |     |  |   | 56,456  |       |  |   | 11,298      |     |  |   | 34,890               |    |  |   | 157,870 |      
|Depreciation expense                          |           |   | 1,285              |     |  |   | 2,920   |       |  |   | 457         |     |  |   | 533                  |    |  |   | 5,195   |      
|Property, plant and equipment                 |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      
|                                              | additions |   |                    | 92  |  |   |         | 3,571 |  |   |             | 150 |  |   |                      | 20 |  |   |         | 3,833
|                                              |           |   |                    |     |  |   |         |       |  |   |             |     |  |   |                      |    |  |   |         |      

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



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
|-------------------------------------------- |  | ------------------------------------
|                                             |  |                                     
|                                             |  |                                     
|                                             |  |                                     
|                                             |  |                                     
|                                             |  |                                     
|Net Sales                                    |  | 100.0                               
|Cost of products sold                        |  | 64.0                                
|                                             |  |                                     
|Gross profit                                 |  | 36.0                                
|Selling, general and administrative expenses |  | 30.1                                
|Royalty income, net                          |  | (2.9                                
|                                             |  |                                     
|Operating income                             |  | 8.8                                 
|Other income (expense) -- net                |  | (0.1                                
|                                             |  |                                     
|Income before income taxes                   |  | 8.7                                 
|Income taxes                                 |  | 3.2                                 
|                                             |  |                                     
|Net income                                   |  | 5.5                                 
|                                             |  |                                     

The Company's net sales for the three-month and nine-month periods ended October 4, 2003 and September 28, 2002 are summarized as follows:

|                            |                     | Net Sales(in millions)
|--------------------------- | ------------------- | ----------------------
|                            |                     |                       
|                            |                     | Domestic              
|                            |                     |                       
|                            |                     |                       
|                            |                     |                       
|Three months ended:         |                     |                       
|                            | October 4, 2003     |                       
|                            | September 28, 2002  |                       
|                            |                     |                       
|                            | Increase (decrease) |                       
|                            |                     |                       
|                            |                     |                       
|Percent increase (decrease) |                     |                       
|                            |                     |                       
|Nine months ended:          |                     |                       
|                            | October 4, 2003     |                       
|                            | September 28, 2002  |                       
|                            |                     |                       
|                            |                     |                       
|                            | Increase (decrease) |                       
|                            |                     |                       
|                            |                     |                       
|Percent increase (decrease) |                     |                       

THIRD QUARTER RESULTS

Net Sales

Consolidated net sales for the three-month period ended October 4, 2003 which included the important Fall Back-to-School season were $124.1 million, a $9.8 million decrease (7.3%) compared to 2002 third quarter net sales of $133.9 million.

The Company's domestic wholesale unit shipments for the three-month period ended October 4, 2003 decreased approximately 3.3% compared to the corresponding three-month period of 2002. Wholesale net sales for the third quarter of 2003 of $50.0 million were approximately $7.9 million (13.6%) less than third quarter 2002 net wholesale sales of $57.9 million.  These decreases resulted from a combination of lower booked orders for the Fall Back-to-School season, an increased amount of "close-out" sales at discounted selling prices, and higher margin support allowances to our retail customers to assist in more effective flow of Company products through the retail channels.

The Company's third quarter 2003 retail sales decrease resulted from a comparable store sales decrease of 6.1%, offset in part by sales volume from stores opened subsequent to September 28, 2002. Third quarter comparable store sales were impacted by a deflationary pricing environment for apparel.  The Company instituted pricing reductions for its Fall Back-to-School line in 2002. The full impact of the price decreases on comparable store sales was not realized until the end of the third quarter of 2003.  In addition, comparable store sales were unfavorably impacted by lower customer store traffic in outlet malls, including the Company's outlet stores, and a generally sluggish economic environment that continues to be highly promotional, particularly in apparel retail sales.

At October 4, 2003 the Company operated 162 domestic OshKosh retail stores, including 155 outlet stores, two showcase stores, and five strip mall stores.  During the third quarter of 2003, the Company opened four new outlet stores.  At September 28, 2002 the Company operated a total of 153 domestic OshKosh retail stores.

Gross Profit

The Company's gross profit margin as a percent of net sales was 36.0% in the third quarter of 2003, compared to 43.6% in the third quarter of 2002.  The decrease in gross margin percentage is primarily attributable to increased margin support to our wholesale customers, deflationary pressures on product pricing that could not be fully offset by product cost reductions, an increased amount of "close-out" sales at lower gross margins and a highly promotional retail apparel market.

Selling, General, and Administrative Expenses (SG&A)

SG&A expenses for the three-month period ended October 4, 2003 were $1.7 million less than the three-month period ended September 28, 2002.  As a percentage of net sales, SG&A expenses were 30.1% for the three-month period ended October 4, 2003 as compared to 29.2% in 2002.  The decrease in SG&A expenses in dollars relates primarily to cost containment efforts across the Company to better align our corporate support functions with current business activities, partially offset by an expansion in the number of retail stores.  During the third quarter of 2003 the Company invested approximately $.7 million in developing its Family Lifestyle Store concept.  SG&A expenses, as a percentage of sales, increased over 2002 amounts due to the lower sales levels.

Royalty Income

The Company licenses the use of OshKosh B'Gosh and related trademarks to selected licensees in the U.S. and in foreign countries.  Royalty income from the OshKosh B'Gosh and related trademarks for the three-month period ended October 4, 2003 was $2.4 million compared to $3.1 million in the third quarter of 2002. The decrease is primarily attributable to a reduction in domestic royalty income from a variety of product extensions in the U.S. as well as a number of international licensees.  The Company's licensees continue to be impacted by the same economic environment as our direct businesses.

The third quarter 2003 royalty income includes approximately $1.3 million in royalty income from the Company's successful launch of the Genuine Kids from OshKosh(Registered) label in Target Stores across the country during the quarter.  (Approximately $.4 million in design and related costs were included in third quarter SG&A expenses.)

Operating Income

Primarily as a result of reduced sales and a compressed gross margin, the Company's operating income for the three-month period ended October 4, 2003 amounted to $10.9 million as compared to $22.4 million in 2002.

Other Income (Expense) -- Net

The Company's third quarter 2003 net other income (expense) was a $.2 million expense compared to $.1 million of expense in 2002.  Interest expense for the third quarter period ending October 4, 2003 includes commitment fees and interest on short-term loans used during the quarter to finance seasonal working capital needs.

Income Taxes

The Company's effective tax rate for the three-month period ended October 4, 2003, was approximately 37.0% compared to 37.5% in 2002.

Net Income

Net income for the three months ended October 4, 2003 of $6.8 million was a $7.2 million decrease (51.5%) compared to net income for the three months ended September 28, 2002 of $14.0 million.  Diluted earnings per share for the quarter ended October 4, 2003 was $.57, a $.54 (48.7%) decrease over the comparable period in 2002.

YEAR-TO-DATE RESULTS

Net Sales

Consolidated net sales for the nine-month period ended October 4, 2003 were $307.9 million, a $10.9 million decrease (3.4%) from net sales of $318.8 million for the first nine months of 2002.

The Company's domestic wholesale unit shipments for the nine-month period ending October 4, 2003 increased approximately 7.8% as compared to 2002.  The increase in unit shipments resulted from a combination of slightly higher booked orders for Spring and Summer 2003, the timing of shipment of Spring 2003 season merchandise (a higher level shipped in January 2003 versus December 2002), the inclusion of an additional week of sales due to our 52/53 week fiscal year and an increase in the number of "close-out" units sold.  While unit shipments increased, net year-to-date domestic wholesale sales dollars decreased, primarily as a result of lower average unit selling prices and higher margin support to our wholesale customers to assist in more effective flow of Company products through the retail channels, and an increase in the amount of "close-outs" sold at reduced selling prices.

The Company's decrease in retail sales for the first nine months of 2003 resulted from a comparable store sales decline of 9.0%, offset in part by sales volume from newly opened stores and the inclusion of an additional week of sales in 2003 due to the Company's 52/53 week fiscal year.  The comparable store sales decline is attributable to price reductions in our product line, lower store traffic and a highly promotional retail environment.

Gross Profit

The Company's year-to-date gross profit margin as a percent of net sales was 37.7%, compared to 43.5% for the first nine months of 2002. The Company's gross profit margin decrease from 2002 levels is due to a combination of the impact of selling price decreases that could not be fully offset by product cost reductions, an increase in "close-out" sales and sharply higher margin support for our wholesale customers.

Selling, General, and Administrative Expenses (SG&A)

Year-to-date SG&A expenses increased $1.3 million over the nine-month period ended September 28, 2002.  As a percentage of net sales, SG&A expenses were 36.9% as compared to 35.3% in the comparable period of 2002.  The increase in expense relates primarily to approximately $5.0 million of costs incurred to develop our Family Lifestyle Store concept and design costs for the Target Stores licensing arrangement, along with growth in the Company's retail operation compared to 2002.  These cost increases were partially offset by reduced advertising expenses, reductions in retail operating costs and the effects of cost cutting measures taken to align our corporate support functions with current business activities.

Royalty Income

Royalty income from domestic licensees of the OshKosh B'Gosh and related trademarks was approximately $2.2 million in the nine-month period ending October 4, 2003, as compared with $3.0 million for the same period in 2002.  The decrease is primarily attributable to reduced sales of licensed products.  Royalty income from international licensees was approximately $4.3 million for the nine-month period ending October 4, 2003 as compared with $5.0 for the same period in 2002.  The decrease is primarily attributable to a strategic change in the Company's menswear licensee in Japan to better align the licensee with the Company's long-term growth objectives.

Royalty income for the year includes $1.3 million from the Genuine Kids from OshKosh(Registered) label, distributed exclusively in Target Stores.

Operating Income

The Company's operating income for the nine-month period ended October 4, 2003 amounted to $10.2 million as compared to $34.2 million for the comparable period in 2002.  The primary reasons for this decrease are the reduction in wholesale sales and a compressed gross margin percentage.

Other Income (Expense) -- Net

The Company's net other income (expense) for the nine-month period ended October 4, 2003 was a $.3 million expense compared to a $.6 million expense in 2002.  Interest expense decreased in 2003 due to prepayment of the Company's long-term debt during 2002.

Income Taxes

The Company's effective tax rate for the nine-month period ended October 4, 2003, was approximately 37.0% compared to 37.5% in 2002.

Net Income

Net income for the nine months ended October 4, 2003 of $6.2 million was a $14.8 million decrease (70.5%) compared to net income for the nine months ended September 28, 2002 of $21.0 million.  Diluted earnings per share for the quarter ended October 4, 2003 was $.52, a $1.13 (68.5%) decrease over the comparable period in 2002.

SEASONALITY OF BUSINESS

The Company's business continues to be seasonal, with highest sales and income in the second half of the year, which includes significant wholesale shipping periods and a major retail selling season at its retail stores.  The Company's second quarter sales and income are the lowest of the year  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 2003 quarterly sales and income.

Financial Position, Capital Resources and Liquidity

At October 4, 2003, the Company's cash and cash equivalents were $7.1 million, compared to $36.2 million at the end of 2002 and $24.8 million at September 28, 2002. Net working capital at October 4, 2003 was $73.5 million compared to $71.0 million at December 28, 2002, and $70.9 million at September 28, 2002.

Cash used in operations amounted to approximately $20.0 million in the first nine months of 2003, compared to cash provided of $31.7 million in the first nine months of 2002. A reduced level of net income, combined with a significant increase in inventory levels at October 4, 2003, account for the reduction in cash provided by operations.  Accounts receivable at October 4, 2003 were $31.8 million compared to $16.7 million at December 28, 2002, and $28.6 million at September 28, 2002. Accounts receivable at October 4, 2003 exceeded September 28, 2002 levels primarily due to the timing of wholesale shipments in the later portion of the quarter in 2003.  Inventories at October 4, 2003, were $74.4 million, compared to $57.1 million at December 28, 2002, and $58.2 million at September 28, 2002. The inventory increase over September 2002 levels reflects a build up of classic replenishment product, additional inventory in transit from Far East production facilities, and to a lesser degree, remaining prior season product.

The Company continues to modify its production schedule to gradually reduce inventory levels of replenishment product. The Company will monitor its retail inventory position in the fourth quarter and anticipates a reduction in out-of-season product by year end.

Cash used in investing activities totaled $3.1 million in the first nine months of 2003, compared to $3.8 million in 2002.  Capital expenditures were $2.8 million in the first nine months of 2003, compared with $3.8 million in 2002.  Capital expenditures in both years relate primarily to expansions and upgrades of the Company's retail stores.

Cash used in financing activities totaled $6.1 million in the first nine months of 2003, compared to $32.3 million in the first nine months of 2002.   The Company's primary financing activities in 2003 consisted of cash dividends and stock repurchases.  In 2002, primary financing activities consisted of a prepayment of long-term debt, dividends, common stock issuance in connection with the exercise of stock options and stock repurchases.

On December 6, 1999, the Company's Board of Directors authorized a repurchase program for up to 1.5 million shares of its Class A common stock.  On December 11, 2000, the Company's Board of Directors authorized an addition of 1.0 million shares to this repurchase program. During 2003, the Company repurchased 161,900 shares of its Class A common stock under these programs for approximately $3.8 million (an average of $23.75 per share).  The Company has 389,700 shares of its Class A common stock available to be repurchased under its current repurchase program.

The Company has an unsecured credit agreement with a number of banks that provides a $75 million credit facility available for general corporate purposes, including cash borrowings and issuances of letters of credit.  The original credit facility expires October 30, 2003.  The Company intends to finalize the renewal of this credit agreement for an additional 364 day period under similar terms before its expiration.

There were no outstanding borrowings on existing credit facilities at October 4, 2003, December 28, 2002 or September 28, 2002. The Company continues to rely on this credit facility to support its acquisition of inventory under letters of credit.

The Company believes that this credit facility, along with cash generated from operations will be sufficient to finance the Company's seasonal working capital needs as well as its capital expenditures and business development needs.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The Company's contractual obligations disclosure in its Annual Report on Form 10-K for the year ended December 28, 2002 has not materially changed since that report was filed.  The addition of three-year computer leases and additions and renewals of Retail store leases, generally over five-year terms, were offset by payments made on existing operating leases during the first three quarters of 2003.

As of October 4, 2003, the Company remains obligated under commercial commitments for merchandise letters of credit of $25.5 million and standby letters of credit of $.7 million.  All of these commitments expire within one year.



NEW ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure," which is effective for fiscal years ending after December 15, 2002.  This statement provides alternative methods for a transition to the fair value method of accounting for stock-based compensation.  The statement also amends the disclosure provision of Statement 123, "Accounting for Stock-Based Compensation" by requiring disclosure in the summary of significant accounting policies of the entity's accounting policy, and additional disclosure of the impact on net income of the Company's existing method and fair value method of accounting for stock-based compensation.  While the Company has not elected to adopt fair value accounting for its stock-based compensation, it has complied with the new disclosure requirements under Statement 148.  As adopted, this statement does not have any impact on the Company's results of operations or financial position.



USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, and revenues and expenses during the period.  Significant accounting policies employed by the Company, including the use of estimates, are presented in the Notes to Consolidated Financial Statements of the Company's Annual Report.

Critical accounting policies are those that are most important to the presentation of the Company's financial condition and the results of operations, require management's most difficult, subjective and complex judgments, and involve uncertainties.  The Company's most critical accounting policies, discussed below, pertain to revenue recognition, accounts receivable, net, inventories and accrued expenses.  Management must use informed judgments and best estimates to properly apply these critical accounting policies.  Because of the uncertainty in these estimates, actual results could differ from estimates used in applying the critical accounting policies. The Company is not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect its financial condition or results of operations.

Revenue Recognition

Retail store revenue is recognized at the time of sale and is net of returns.

Revenue within the Company's wholesale business is recognized at the time merchandise is shipped from the Company's distribution centers, as this is when title and risk of loss passes to the customer. Revenue is reduced by provision for returns when the return is authorized by the Company. A provision for promotional support, allowances and co-op advertising claims recorded as a reduction of revenue is recognized when revenue from the related shipment of product is recognized.

Wholesale revenue is recorded net of returns, promotional support, allowances and the portion of co-op advertising program support that is not correlated with a specific acquisition of advertising material as described below.





|Returns
The Company determines the amount of potential returns of unsaleable products, and reduces sales for the full amount of the credit that is anticipated will be issued or has been issued to its wholesale customers.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Promotional Support
In accordance with long-standing programs with many of the Company's wholesale customers, the Company provides allowances to effectively flow products through the retail channels.  The Company periodically performs a review of its outstanding customer support obligations for all product shipped through the date of the financial statements.  These amounts are evaluated on a customer by customer basis based on an evaluation of product sell-through results, retailer performance and current market conditions and consider any unauthorized deductions taken by the customer.  Settlements of promotional support arrangements are periodically compared to the Company's original estimates to enhance the Company's ability to predict support levels in subsequent seasons.  Promotional support arrangements are recorded as a reduction of sales.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Co-op Advertising
In accordance with the Financial Accounting Standard Board's Emerging Issues Task Force issue number 01-09 (EITF 01-09, "Accounting for Consideration Given by a Vendor to a Customer"), the Company carefully evaluates the substance of any co-op advertising support.  To the extent that the co-op advertising support relates to the acquisition of advertising material which the Company could obtain independently, these costs are considered advertising expense.  To the extent that they relate to promotional support for the Company's customers' advertising activities, they are considered reductions of revenue, in accordance with the EITF 01-09.  The Company evaluates co-op advertising commitments on a customer by customer basis considering actions taken throughout the course of the year, and the Company's prior history in dealing with customer co-op advertising issues.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Accounts Receivable, Net

In the normal course of business, the Company extends credit to customers.  Accounts receivable, as shown on the Consolidated Balance Sheets, is net of allowances for doubtful accounts and other allowances.

An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the financial statements, assessments of collectibility based on historic trends and an evaluation of the impact of economic conditions.

The Company regularly receives unauthorized charge backs from its customers for a variety of operational reasons.  The Company periodically evaluates the adequacy of its reserve for such amounts by reviewing the historical collection of operational charge backs.  The Company also considers likely charge backs that are anticipated to be taken in the foreseeable future based on historical charge back rates to properly match subsequent charge back activity with the revenue reflected in the Company's financial statements.

Allowances for returns of unsaleable products and promotional support which reduce net sales are also reflected as a reduction to accounts receivable as they are generally settled upon payment of customer invoices.

Inventories

Inventories are stated at lower of cost (using the last-in, first-out method) or market.  The Company continually evaluates the composition of its inventories assessing slow-turning, ongoing product as well as prior season fashion product.  Market value of aged inventory is determined based on historical sales trends for this category of inventory, the impact of market trends and economic conditions and current sales negotiations for this type of inventory.

Accrued Expenses

Accrued expenses for employee health insurance, workers' compensation, profit sharing, contracted advertising, professional fees and other outstanding Company obligations are assessed based on statistical trends and estimates based on projections and current expectations, and are updated periodically as additional information becomes available.



FORWARD OUTLOOK

The retail climate, particularly in many of the channels in which the Company's products are sold, remains challenging. The Company's booked orders in dollars for the 2003 Holiday season were below orders booked in dollars for the comparable 2002 seasons.  We anticipate that our wholesale customers will experience sluggish consumer spending on apparel, and will take a cautious approach to inventory management.  We also believe the promotional environment that exists in our wholesale business is likely to continue throughout 2003.

We are currently planning comparable store sales decreases in our retail business unit in the mid-single digit range for the remainder of 2003, primarily as a result of lower store traffic and a continuing promotional environment. We are also planning for three additional new retail stores by year end 2003, including the first kids only Lifestyle store.

The Company expects contraction of its gross margin percentage of 550 to 600 basis points for the entire year over prior year amounts, due to deflationary pressures on product pricing that could not be fully offset by product cost reductions, anticipated margin support to our wholesale customers and the existing promotional environment at all retail channels.

The Company continues to make financial investments in the Family Lifestyle retail store concept.  This initiative is expected to add $.4-$.6 million to the SG&A costs for the remainder of the year.

We anticipate that our royalty income for the year will be approximately $1.2-$1.4 million higher than the 2002 amounts, primarily due to the Target license. The Genuine Kids from OshKosh(Registered) product debuted in Target Stores in early July 2003 and began generating royalty income in the Third Quarter.

For the entire year 2003, we are currently estimating net sales of $415-$425 million:



|Wholesale | $168-175 million
|--------- | ----------------
|Retail    | $242-247 million

We are currently projecting diluted earnings per share to be in the range of $.90 to $.98 for 2003.

For the entire year 2003, we are planning capital expenditures of $4.5-$5.0 million.  We are currently budgeting depreciation and amortization for 2003 of $7.0 million.

The Company remains committed to its retail Family Lifestyle Store concept.  The Company intends to open 12 to 15 Family Lifestyle Stores during 2004.

The foregoing forward-looking statements are qualified in their entirety by the reference to the risks and uncertainties set forth under the heading "Forward-Looking Statements" below.



Forward-Looking Statements

Statements contained herein and in future filings by the Company with the Securities and Exchange Commission (the "SEC"), in Company press releases and in oral statements made by, or with the approval of, authorized personnel that relate to the Company's future performance, including, without limitation, statements with respect to the Company's anticipated financial position, results of operations and level of business for 2003 or any other future period, are forward-looking statements within the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.  Such statements, which are generally indicated by words or phrases such as "plan", "estimate", "project", "anticipate", "the Company believes", "management expects", "currently anticipates", "intends" and similar phrases are based on current expectations only and are subject to certain risks, uncertainties and assumptions.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, projected or estimated.

The following discussion highlights some of the risks that affect the financial success of the Company.  Because it is not possible to determine the impact of these factors or changes in these factors, these risks and uncertainties may affect the Company's operating results in future periods.

There are deflationary pressures on the selling price of apparel products in the United States.

The highly competitive nature of the apparel industry has heightened deflationary pressure on selling prices over the past several years.  If this trend persists, it will continue to put pressure on the Company's ability to increase its sales and operating margin. The maintenance of the Company's gross margin is dependent upon the Company's ability to resist deflationary price pressures and its ability to reduce apparel costs which include raw materials costs, especially cotton, and the cost of manufacturing throughout the world.  If raw material costs increased or if the Company was not successful in negotiating low manufacturing costs, the Company would experience a reduction in gross profit margin in the future.

Wholesale customer and consumer tastes and preferences, along with fashion trends, will affect the acceptance of our product in the market place.

The OshKosh B'Gosh brand has represented quality, style and a proper value proposition to its consumers for over a century.  We believe that continued success depends on our ability to deliver trend-relevant merchandise that embodies the OshKosh brand essence, and provides a unique and compelling value proposition for our consumers in the Company's distribution channels.  Substantially all design activities are now managed from the Company's design studio in New York.  There can be no assurance that the demand for OshKosh B'Gosh product will not decline, or that we will be able to successfully evaluate and adapt our product to be aware of fashion trends in addition to wholesale customer and consumer preferences.  A decline in the demand for our product would have a material adverse affect on our business, financial position and results of operations.

The children's wear apparel business is highly competitive.

The children's apparel segment of the retail business is highly competitive.  There are a number of brands, including Baby Gap, Gap Kids, The Children's Place, Gymboree, Carters, Healthtex, Old Navy, Disney licensed apparel products and a variety of private label brands that compete with our product offering in the higher quality department store market.  There are also a number of competitors in the private label and discount channels that indirectly compete with the Company's product.  Increased competition may reduce our sales and gross margins, therefore impacting our Company's operating results.

Our business is sensitive to overall levels of consumer spending, particularly in the apparel segment.

The Company believes that spending on children's apparel is somewhat discretionary.  While certain apparel purchases are less discretionary due to size changes as children grow, the amount of clothing consumers desire to purchase, specifically name brand apparel products, is impacted by the overall level of consumer spending.  Overall economic conditions that affect discretionary consumer spending include employment levels, business conditions, tax rates, interest rates, overall levels of consumer indebtedness and other factors that affect consumer spending.  Reductions in the level of discretionary spending or shifts in consumer spending to other products may have a material adverse affect on the Company's sales and results of operations.

The Company's sales are seasonal with the Fall/Back-to-School season as the key selling season.

Historically, a disproportionate amount of our retail sales and shipments to wholesale customers related to the Fall/Back-to-School season for retail sales occur in the months of July, August and September.  Since the Company's product is impacted by the season in which it is offered, changes in consumer spending or buying habits during key marketing periods could have a major impact on the Company's profitability.  Consumer spending during any season may be influenced by weather conditions.  For example, if the country were to experience unseasonably warm weather during the Fall/Back-to-School season, consumers may reduce their purchases of heavier and long-sleeve apparel.  If the Company's product offering for a particular season was not well received due to consumer spending factors unforeseen by the Company, the Company would have a substantial increase in obsolete product which would require significant markdowns out of season.  If the Company was unable to meet its forecasted sales levels for the Fall/Back-to-School season, this would have a material affect on the Company's sales, gross margin and results of operations for the year.

The majority of the Company's products are sourced outside of the United States. This sourcing matrix creates risks associated with international business.

The Company routinely sources its product in Asia, Mexico, Central America, and to a lesser degree, other areas of the world.  Due to the inability of the Company to forecast or control these countries' political environments, labor climates or infrastructures, there is inherent risk associated with this product sourcing plan.  Our business is subject to risks associated with foreign international business, including foreign governmental regulation and intervention, foreign currency fluctuation, social or political unrest, natural disasters, health and disease management, shipping and customs clearance in foreign countries and in the U.S., local business practices and economic conditions in countries outside of the United States. If any of these factors hinder the Company's ability to obtain products on a timely basis, there could be a significant disruption in the Company's operations.

The Company's products are imported into the United States in accordance with international trade and U.S. customs procedures.

The Company is dependent upon a variety of seaports for the importation of the Company's products, and is responsible for compliance with procedures established by U.S. customs for the importing of products.  Changes in U.S. customs procedures concerning the importation of apparel products could have a material adverse impact on the Company's ability to utilize its global sourcing matrix.  Further, the complications and stringent regulations that may be developed as part of the Homeland Security Program may result in delays or further costs in importing the Company's products.  Unforeseen delays in customs clearance of any goods could have material adverse impact on our ability to deliver shipments in accordance with customer shipping specifications, resulting in material adverse affects on the Company's sales and profitability.

The Company is dependent upon a global transportation network to import its products.

Since the majority of the Company's products are imported, the Company is dependent upon a fleet of international ocean carriers to deliver product on a timely basis.  If this global transportation matrix were to be disrupted by factors such as a port strike, world trade restrictions or imposition of war, the Company would be unable to timely receive product sourced overseas.  This could have a material adverse affect on the Company's sales and results of operations.

The Company's reputation may be severely harmed if contractors used to manufacture its clothing engage in practices that our consumers believe are unethical.

The Company regularly uses contractors located outside the United States.  Accordingly, the labor laws and business practices in these countries may vary from those generally accepted in the United States.  The Company requires its independent manufacturers to operate their businesses in compliance with local laws and regulations. However, due to their status as independent manufacturers, the Company cannot assure compliance with applicable local laws and cannot be certain that these laws are not different than those generally accepted in the United States.  The Company could experience negative publicity as a result of media attention focused on international apparel manufacturing operations.  Any negative publicity received by the Company could have a detrimental impact on its net sales and results of operations.

The Company's wholesale distribution channel is dependent upon a number of key wholesale accounts.

The Company sells its products to a number of department stores, including Kohl's, Kids R Us, JC Penney, May Co. and Federated Department Stores.  The success of the Company's wholesale business is, in part, aligned with the success of these retailers and the levels of customer traffic in these department stores.  While the Company believes that its target consumers will stay aligned with target customers of these department stores, further prospects for growth of the Company's wholesale business depend upon the success of these companies. The inability of these distribution channels to grow or achieve sales targets for the Company's products may have a significant material adverse affect on the Company's sales and results of operations.

The Company's retail success and future growth is dependent upon identifying and negotiating appropriate lease terms at factory outlet centers.

Substantially all of the Company's retail stores are located in factory outlet centers across the country.  Successful operation of a retail outlet store depends in part on the overall acceptance of the factory outlet center to attract a customer base sufficient to make store sales volume profitable.  If the Company is unable to identify new outlet centers with anticipated consumer traffic sufficient to support a profitable sales level, retail growth may consequently be limited.  Further, if existing outlet centers do not attract a sufficient customer base to obtain a reasonable sales volume, that could have a material adverse impact on the Company's sales, gross margin and results of operations.  Further, the Company invests in an initial build out at these outlet centers. If the Company determined that a certain retail store was not successful, additional impairment of the retail build out and related fixtures may be necessary to reflect the reduced ongoing market value of these improvements.  This would have an adverse affect on the Company's results of operations and financial position.

The Company's success is dependent upon retaining key individuals within the organization to execute the Company's strategic direction.

The Company's ability to attract and retain qualified design, sourcing and sales personnel, executive management and support function staff is key to the Company's success.  If the Company were unable to attract and retain qualified individuals in these areas, an adverse impact on the Company's growth and results of operations may result.

The Company's licensing income, including anticipated licensing income from the Genuine Kids from OshKosh(Registered) license agreement from Target stores, is greatly impacted by the Company's brand reputation.

The Company's brand image as a consumer product with outstanding quality and name recognition makes it valuable as a license source.  The Company is able to license complementary products and obtain license income from use of the OshKosh, OshKosh B'Gosh and related trademarks.  The Company is able to obtain substantial amounts of foreign license income as the OshKosh label carries an international reputation for quality and American style.  While the Company takes significant steps to ensure the reputation of its brand is maintained through its license agreements, there can be no guarantee the Company's brand image will be enhanced or potentially be deteriorated through its association with products outside of the core OshKosh B'Gosh apparel products.

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 Company has a $75 million credit agreement 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 could be affected by interest rate changes.  Management monitors this risk by carefully analyzing the short-term rates before borrowing on the credit facility.

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.

Investment Risk

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

ITEM  4.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis.  The Company's principal executive officer and principal financial officer have reviewed and evaluated the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report (the "Evaluation Date").  Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Company required to be included in the Company's periodic filings under the Exchange Act.

There have not been any changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.



Part II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

1. Exhibits
2. Reports on Form 8-K

On August 7, 2003, the Registrant filed a report on Form 8-K to accompany its press release announcing an increase in the quarterly cash dividend rates.

On August 25, 2003, the Registrant filed a report on Form 8-K announcing the Company's Senior Vice President of Product Development's retirement in December 2003.

On October 9, 2003, the Registrant filed a report on Form 8-K to accompany its press release announcing that James J. Martin will assume the position of Senior Vice President of Merchandising and Special Markets and Rich Kaplan has been promoted to Vice President of Wholesale.  Both moves are related to the retirement of the Company's Senior Vice President of Product Development.

On October 22, 2003, the Registrant filed a report on Form 8-K to accompany its press release announcing certain financial results for the third quarter ended October 4, 2003.



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.

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|                        | OSHKOSH B'GOSH, INC.
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|Date:  October 22, 2003 | By:                 
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|Date:	October 22, 2003  | By:                 
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