UNITED STATES SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

(Mark One)

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

                  For the quarterly period ended July 3, 1999
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

   	For the transition period from __________ to __________

                          Commission File Number 0-13365

                               OshKosh B'Gosh, Inc.


	        A Delaware Corporation				                  	39-0519915
                                       				   	 			 	 (I.R.S. ID)

                                 112 Otter Avenue
                             Oshkosh, Wisconsin 54901
                         Telephone number: (920) 231-8800
                          (Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.	Yes [X]	No [ ]


As of  July 3, 1999, there were outstanding 14,052,063 shares of
Class A Common Stock and 2,257,278 shares of Class B Common
Stock.

                                    FORM 10-Q

                     OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                                      INDEX

Part I.		Financial Information

Item 1.		Financial Statements

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

       		Unaudited Condensed Consolidated Statements
       		of Income-Three Month and Six Month Periods
         Ended July 3, 1999 and July 4, 1998

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

       		Notes to Condensed Consolidated Financial 	Statements

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

Item 3.		Quantitative and Qualitative Disclosures About Market Risk


Part II.	Other Information

Item 4.		Submission of Matters to a Vote of Security Holders

Item 6.		Exhibits and Reports on Form 8-K

Signatures

Part 1.	 Financial Information
Item 1.  Financial Statements
                     OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                                 (In thousands)

                                                July 3,        January 2,
                                                 1999             1999   *
                                              (unaudited)
Assets
Current assets
  Cash and cash equivalents                   $        740     $    14,308
  Short-term investments                               486           2,500
  Accounts receivable                               26,065          24,008
  Inventories                                       57,975          65,584
  Prepaid expenses & other current assets            2,621             862
  Deferred income taxes                             15,200          16,700
Total current assets                               103,087         123,962

Property, plant & equipment                         66,373          65,588
  Less accumulated depreciation
    and amortization                                34,806          33,208
Net property, plant & equipment                     31,567          32,380

Non-current deferred income taxes                    4,800           4,900
Other assets                                         1,336           1,326

Total assets                                  $    140,790     $   162,568

Liabilities and shareholders' equity
Current liabilities
  Accounts payable                            $      1,967     $     7,638
  Accrued expenses                                  46,173          39,448
Total current liabilities                           48,140          47,086

Employee benefit plan liabilities                   12,856          12,465

Shareholders' equity
  Preferred stock                                       --              --
  Common stock:
    Class A                                            140             157
    Class B                                             23              23
  Retained earnings                                 79,631         102,837
Total shareholders' equity                          79,794         103,017

Total liabilities and shareholders' equity    $    140,790     $   162,568

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

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


                             Three Month Period Ended  Six Month Period Ended
                                 July 3,    July 4,       July 3,     July 4,
                                  1999       1998          1999        1998

Net sales                       $ 82,516   $ 82,288     $ 184,449   $ 184,823
Cost of products sold             48,140     49,512       109,931     114,658

Gross profit                      34,376     32,776        74,518      70,165

Selling, general and
administrative expenses           31,509     29,700        62,974      60,362
Royalty income, net               (1,666)    (1,542)       (3,662)     (3,796)

Operating income                   4,533      4,618        15,206      13,599

Other income (expense):
  Interest expense                  (145)       (87)         (378)       (172)
  Interest income                    205        259           496         497
  Miscellaneous                      (22)       (23)          (79)        (74)

Other income -- net                   38        149            39         251

Income before taxes                4,571      4,767        15,245      13,850

Income taxes                       1,784      1,936         5,950       5,678

Net income                      $  2,787   $  2,831     $   9,295   $   8,172

Net income per common share
  Basic                         $   0.17   $   0.15     $    0.54   $    0.42
  Diluted                       $   0.17   $   0.14     $    0.54   $    0.41

Weighted average common shares
  outstanding
  Basic                           16,508     19,508        17,098      19,620
  Diluted (including share
    equivalents)                  16,753     19,804        17,309      19,886

Cash dividends per common share
  Class A                       $   0.05   $  0.035     $    0.10   $    0.07
  Class B                       $   0.0425 $  0.030     $    0.085  $    0.06

See notes to condensed consolidated financial statements.


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

                                                    Six Month Period Ended

                                                       July 3,	     July 4,
                                                        1999         1998

Cash flows from operating activities
  Net income for the period                         $   9,295    $   8,172
  Depreciation                                          3,407        4,081
  Deferred income taxes                                 1,600        1,100
  Items in net income not affecting
    cash and cash equivalents                             732        1,096
  Changes in current assets                             3,793      (15,601)
  Changes in current liabilities                        1,054       (2,470)

Net cash provided by (used in) operating activities    19,881       (3,622)

Cash flows from investing activities
  Additions to property, plant and equipment           (3,001)      (6,672)
  Proceeds from disposal of assets                        311          157
  Sale of short-term investments, net                   2,014        8,700
  Changes in other assets                                (255)        (341)

Net cash provided by (used in)investing activities       (931)       1,844

Cash flows from financing activities
  Dividends paid                                       (1,693)      (1,347)
  Net proceeds from issuance of common shares           1,165          493
  Repurchase of common shares                         (31,990)     (10,337)

Net cash used in financing activities                 (32,518)     (11,191)

Net decrease in cash and cash equivalents           $ (13,568)   $ (12,969)

See notes to condensed consolidated financial statements.


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

Note 1.  Basis of Preparation

The condensed financial statements included herein have been
prepared by the Company without audit.  However, the foregoing
statements contain all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of Company
management, necessary to present fairly the financial position as
of  July 3, 1999, the results of operations for the three-month
and six-month periods ended July 3, 1999 and July 4, 1998, and
cash flows for the six-month periods ended July 3, 1999 and July
4, 1998.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and
Exchange Commission.  It is suggested that these condensed
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's 1998
Annual Report.

Effective January 1, 1998, the Company changed its fiscal year
from a calendar year to a 52/53-week year ending on the Saturday
closest to December 31 (January 1, 2000 for fiscal 1999 and
January 2, 1999 for fiscal 1998).   Each quarter will generally
consist of a 13-week period ending on a Saturday.  Due to the
conversion to a 52/53-week year, the six-month period ended July
4, 1998 consisted of 26 weeks and 3 days, while the six-month
period ended July 3, 1999 consisted of 26 weeks.

Note 2.  Inventories

A summary of inventories follows:

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

Finished goods           $ 47,489      $ 55,005
Work in process             9,695         9,333
Raw materials                 791         1,246

Total                    $ 57,975      $ 65,584

The replacement cost of inventory exceeds the above LIFO costs by
$14,199 and $13,899 at July 3, 1999 and January 2, 1999, respectively.


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

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated,
selected Company income statement data expressed as a percentage
of net sales.

                                  As a Percentage of Net Sales for the
                         Three Month Period Ended     Six Month Period Ende
	                       July 3, 1999  July 4, 1998  July 3, 1999  July 4, 1998

Net sales                  100.0%       100.0%          100.0%      100.0%
Cost of products sold       58.3%        60.2%           59.6%       62.0%
Gross profit                41.7%        39.8%           40.4%       38.0%
Selling, general and
  administrative expenses   38.2%        36.1%           34.2%       32.7%
Royalty income, net         (2.0%)       (1.9%)          (2.0%)      (2.1%)
Operating income             5.5%         5.6%            8.2%        7.4%
Other income, net              --         0.2%              --        0.1%
Income before income taxes   5.5%         5.8%            8.2%        7.5%
Income taxes                 2.1%         2.4%            3.2%        3.1%
Net income                   3.4%         3.4%            5.0%        4.4%

Net Sales

Consolidated net sales for the three month period ended July 3,
1999 were $82.5 million, a $.2 million increase (.3 %) over
1998 second quarter net sales of $82.3 million.  Consolidated
net sales for the six month period ended July 3, 1999 were $184.4
million, a $.4 million decrease (.2 %) from net sales of $184.8
million for the first six months of 1998.  The Company's net
sales for the three month and six month periods ended July 3,
1999 and July 4, 1998 are summarized as follows:

                                                Net Sales
                                              (in millions)
                                     Domestic
                              Wholesale    Retail    International    Total
Three month period ended:
  July 3, 1999                $  37.5    $  43.3       $  1.7      $  82.5
  July 4, 1998                   41.7       39.6          1.0         82.3
  Increase (decrease)            (4.2)       3.7           .7           .2

Percent increase (decrease)     (10.1%)      9.3%        70.0%          .3%

Six month period ended:
  July 3, 1999                $  97.8    $  82.2       $  4.4      $ 184.4
  July 4, 1998                  105.8       76.2          2.8        184.8
  Increase (decrease)            (8.0)       6.0          1.6          (.4)

Percent increase (decrease)      (7.6%)      7.9%        57.1%         (.2%)

The Company's domestic wholesale unit shipments for the three
month and six month periods ended July 3, 1999 were approximately
flat as compared to the corresponding three month and six month
periods of 1998.  The decrease in 1999 sales dollars for both
periods resulted primarily from a combination of lower average
selling prices and product mix (i.e. a higher mix of lighter
weight, lower unit cost garments).  The Company currently
anticipates a unit sales increase in the 2% to 4% range for the
second half of 1999 as compared to 1998, with sales dollars
relatively flat.

The Company's second quarter 1999 retail sales increase resulted
from a combination of a 4.7% comparable store sales gain and
sales volume from stores opened subsequent to July 4, 1998.
Second quarter 1999 comparable store sales were unfavorably
impacted by an earlier Easter selling season (during March) as
compared to 1998 (during April).  The Company's increase in
retail sales for the first six months of 1999 resulted from a
combination of a 5.4% comparable store sales gain and sales
volume from newly opened stores.  For the remainder of 1999, the
Company currently anticipates comparable store sales gains in the
low single digit range.

At July 3, 1999 the Company operated 124 domestic OshKosh retail
stores, including 119 outlet stores and 5 showcase stores.
During the second quarter of 1999, the Company opened 4 outlet
stores and closed 3 existing stores.  At July 4, 1998, the
Company operated 121 domestic OshKosh retail stores, including
113 outlet stores and 8 showcase stores.  Current Company plans
for the remainder of 1999 call for the addition of 4 retail
stores.

Gross Profit

The Company's gross profit margin as a percent of net sales
improved to 41.7% in the second quarter of 1999, compared to
39.8% in the second quarter of 1998.  For the six month period
ended July 3, 1999, gross profit margin as a percent of net sales
was 40.4%, compared to 38.0% for the first six months of 1998.
This gross profit margin improvement was due primarily to
continued implementation and execution of the Company's sourcing
strategy, operating efficiencies at the Company's domestic sewing
facilities and the Company's continuing focus on product design
and development activities.  The Company's current 1999 sourcing
plan indicates that approximately 36% of units will be produced
at the Company's domestic facilities as compared to 42% in 1998.
The Company currently anticipates continued modest improvement in
its gross margin for the remainder of 1999 compared to 1998.

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

S,G&A expenses for the three month and six month periods ended
July 3, 1999 increased $1.8 million and $2.6 million over the
three and six month periods ended July 4, 1998, respectively.  As
a percentage of net sales, S,G,&A expenses were 38.2% and 34.2%
for the three month and six month periods ended July 3, 1999 as
compared to 36.1% and 32.7% in the comparable periods of 1998.
The increase in S,G,&A expenses relates primarily to a
combination of continued expansion of the Company's retail
operations, costs associated with the Company's transition to an
updated product distribution system and related processes, and
expansion of the Company's brand enhancing activities.

Royalty Income

The Company licenses the use of its trade name to selected
licensees in the U.S. and in foreign countries.  Royalty income
for the three month period ended July 3, 1999 increased $.1
million (8.0%) over the second quarter of 1998.  Royalty income
for the six month period ended July 3, 1999 decreased $.1 million
(3.5%) over the comparable six month period in 1998.  The six
month decrease resulted primarily from the Company's decisions to
not renew its domestic outerwear license (which expired in May
1998) and its Japanese license arrangement (which ended in March
1998).

Operating Income

As a result of the factors described above, the Company's
operating income for the three month and six month periods ended
July 3, 1999 amounted to $4.5 million and $15.2 million as
compared to $4.6 million and $13.6 million for the comparable
periods in 1998.

Income Taxes

The Company's effective tax rate for the three month and six
month periods ended July 3, 1999 was approximately 39% as
compared to 41% in 1998.  The decrease in the effective rate in
1999 was the result of the impact of tax planning initiatives to
support changing business needs.

Net Income

Net income for the three months ended July 3, 1999 of $2.8
million was approximately flat as compared to net income for the
three months ended July 4, 1998.  The Company's ongoing stock
repurchase programs resulted in a significant reduction in its
weighted-average diluted shares outstanding during the first half
of 1999.  This decrease resulted in a 21.4% increase in diluted
earnings per share for the second quarter of 1999 of $.17 as
compared to $.14 in 1998.

SEASONALITY OF BUSINESS

The Company's business is seasonal, with highest sales and income
in the third quarter, which is the Company's peak wholesale
shipping period and a major retail selling season at its retail
outlet stores.  The Company's second quarter sales and income are
the lowest, both because of relatively low domestic wholesale
unit shipments and relatively modest retail store sales during
this period.  The Company anticipates this seasonality trend to
continue to impact 1999 quarterly sales and income.  Second
quarter 1999 operating results are not necessarily indicative of
anticipated quarterly results throughout the balance of the year.

YEAR 2000 CONSIDERATIONS

General

The Year 2000 issue involves computer programs and imbedded
microprocessors in computer systems and other equipment that
utilize two digits rather than four digits to define the
applicable year.  These systems need to be modified to process
and properly recognize date sensitive information before, on, or
after December 31, 1999.  Without modification, these systems may
not properly recognize date sensitive information when the year
changes to 2000 and could generate erroneous data or a system
failure.

State of Readiness

To assess the business risk associated with the Year 2000 issue,
the Company has divided its review into four major areas.  These
areas include:

1. Computer hardware and application software programs that
   comprise the Company's primary business systems.
2. PC hardware and software, including LANs and servers that
   comprise various aspects of the Company's business.
3. Communications with what the Company believes to be all of its
   significant customers and vendors regarding the status of
   their Year 2000 compliance programs.
4. Other non-information technology aspects of the Company's
   business.

The Company has identified three phases of its Year 2000 project
applicable to various portions of the above major areas, which
include a systems inventory of all hardware and programs, problem
assessment, and remediation and testing.

The Company has established a formal Year 2000 compliance project
that addresses the Company's significant business systems.  This
project has an internal project leader to coordinate the
inventory, problem assessment, and remediation and testing of the
Year 2000 issues affecting the Company's information and other
business systems.

As of July 3, 1999, the systems inventory, problem assessment,
and remediation and testing have been completed as it relates to
the Company's computer hardware and application software
programs.

All the Company's personal computers have been inventoried and
problem assessment has been completed.  Based on this assessment,
significant remediation is not necessary, as we do not anticipate
any major problems with our PC based hardware or software as a
result of the Year 2000.

The Company has received confirmation from what it believes to be
all of its significant vendors and customers as to their Year
2000 compliance status and has taken steps to determine the
extent to which the Company's interface systems are vulnerable to
those third parties' failure to remedy their own Year 2000
issues.

The Company has completed the systems inventory and problem
assessment related to all other essential non-information
technology systems, and substantially all of the remediation and
testing has been completed.

Costs

The Company is executing the Year 2000 program primarily with
existing internal resources and some outside consultants.  The
Company has spent an aggregate of approximately $1 million,
through July 3, 1999 on its remediation efforts.  All costs
associated with the Year 2000 compliance are being funded with
cash flow generated from operations and are being expensed as
incurred.  These amounts do not have a material impact on the
Company's business, operations, or financial condition.

Risks

At this time, the Company believes that it is adequately
addressing the Year 2000 issues, but there can be no assurance
that the Year 2000 issues will not have a material adverse affect
on the business, financial condition, or results of operations of
the Company.  Additionally, disruptions in the economy generally
resulting from the Year 2000 problem could have a material
adverse effect on the Company.

There can be no assurance that the systems of other companies
with which the Company does business will be timely converted, or
that any such failure to upgrade or convert would not have an
adverse effect on the Company's systems and operations.

If the vendors of the Company's most important goods and
services, or suppliers of the Company's necessary energy,
telecommunications and transportation needs fail to provide the
Company with the materials and services which are necessary to
produce, distribute, and sell its products, such failures could
have a materially adverse effect on the result of operations,
liquidity and financial condition of the Company.

Contingency Plans

The Company presently believes that the Year 2000 issue will not
pose significant operational problems for its computer systems.
The Company does plan to have its personnel "standing by" at the
end of the year to resolve any potential problems as rapidly as
possible.  These problems are expected to be minimal.

FINANCIAL POSITION, CAPITAL RESOURCES AND LIQUIDITY

At July 3, 1999, the Company's cash, cash equivalents and short-
term investments were $1.2 million, compared to $16.8 million at
the end of 1998 and $.8 million at July 4, 1998.  This reduction
is attributable to the Company's stock repurchases, offset in
part by cash generated from operations.  Net working capital at
July 3, 1999 was $54.9 million compared to $76.9 million at
January 2, 1999, and $78.8 million at July 4, 1998.  Accounts
receivable at July 3, 1999 were $26.1 million compared to $24.0
million at January 2, 1999 and $28.8 million at July 4, 1998.
Inventories at July 3, 1999 were $58.0 million, compared to $65.6
million at January 2, 1999 and $75.8 million at July 4, 1998.
Management believes that July 3, 1999 inventory levels are
generally appropriate for anticipated ongoing 1999 business
activities.

Cash provided by operations amounted to approximately $19.9
million in the first six months of 1999, compared to a use of
cash of $3.6 million in the first six months of 1998.  The
increase in cash provided by operating activities in the first
six months of 1999 over 1998 is primarily attributable to reduced
inventory levels.

Investing activities used $.9 million in the first six months of
1999, compared to cash provided of $1.8 million in 1998.  Capital
expenditures were $3.0 million in the first six months of 1999,
compared with $6.7 million in 1998 and are currently budgeted at
$9.6 million for all of 1999. Capital expenditures in 1999 relate
primarily to expansions and upgrades of the Company's retail
stores, while capital expenditures in 1998 related primarily to
the Company's upgrade of its distribution systems and White
House, Tennessee distribution facilities.  These capital
expenditures were offset by reductions in the levels of short-
term investments in both years. Depreciation and amortization are
currently budgeted at $9.0 million for 1999.

Cash used in financing activities totaled $32.5 million in the
first six months of 1999, compared to $11.2 million in the first
six months of 1998.  The Company's primary financing activities
consisted of stock repurchase transactions and cash dividends in
both periods.

On August 10, 1998, the Company's Board of Directors authorized a
two-year, $60 million repurchase program of the Company's Class A
common stock.  During the first six months of 1999, the Company
repurchased 1,723,300 shares of its Class A common stock under
this program for approximately $32.0 million.  The Company has
repurchased a total of 3,067,200 shares of its Class A common
stock under its current repurchase programs for approximately
$59.3 million.

The Company has a credit agreement with participating banks.
This arrangement provides a $60 million revolving credit facility
and a $40 million revocable demand line of credit for cash
borrowings, issuance of commercial paper and letters of credit.
The Company had no outstanding long-term debt at July 3, 1999,
January 2, 1999 or July 4, 1998.   The agreement expires in June,
2001.  The Company believes that these credit facilities, along
with cash generated from operations, will be sufficient to
finance the Company's seasonal working capital needs as well as
its capital expenditures, remaining special charges, and business
development needs.

INFLATION

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

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended.  In addition, from time to time the Company may
issue press releases and other written communications, and
representatives of the Company may make oral statements, which
contain forward-looking information.  Except for historical
information, matters discussed in such oral and written
communications, including this report, are forward-looking
statements.  Such forward-looking statements are based on current
assumptions and expectations that involve risks and
uncertainties.  Actual results may differ materially.

The Company's future results of operations and financial position
can be influenced by such factors as the level of consumer
spending for apparel, particularly in the children's wear
segment, overall consumer acceptance of the Company's product
styling, the financial strength of the retail industry,
including, but not limited to, business conditions and the
general economy, natural disasters, competitive factors, risk of
non-payment of accounts receivable, the unanticipated loss of a
major customer, failure of Company suppliers to timely deliver
needed raw materials, Year 2000 issues, particularly with respect
to the Company's vendors and customers, as well as risk
associated with foreign operations.  In addition, the inability
to ship Company products within agreed timeframes due to
unanticipated manufacturing delays or the failure of Company
contractors to deliver products within scheduled timeframes, are
risk factors in ongoing business.  As a part of the Company's
product sourcing strategy, it routinely contracts for apparel
products produced by contractors in Asia.  If the current
financial and related difficulties were to adversely impact the
Company's contractors in the Asian region, it could disrupt the
supply of products contracted for by the Company.

The forward-looking statements included herein are only made as
of the date of this report.  The Company undertakes no obligation
to publicly update such forward-looking statements to reflect
subsequent events or circumstances.

Item 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

The registrant does not believe it has material exposure to
market risk with respect to any of its investments; the
registrant does not utilize market rate sensitive instruments for
trading or other purposes.  For information regarding the
Company's investments, refer to the "Cash equivalents" and
"Short-term investments" notes to the consolidated financial
statements on page 19 of the 1998 Form 10-K.

Part II.  OTHER INFORMATION
Item 4.  Submission of Matters to a Vote of Security Holders.

The registrant's annual meeting of stockholders was held on May
7, 1999 (the "1999 Annual Meeting").  A majority of the shares of
each class of the registrant's Common Stock, represented in
person or by proxy, was required to constitute a quorum for
action to be taken by such class.  A total of 13,950,604 shares
of Class A Common Stock and 2,149,025 shares of Class B Common
Stock were represented, in person or by proxy, at the 1999 Annual
Meeting, constituting a quorum of each class.

With respect to the election of Class A Directors, the following
votes were cast in favor of and withheld with respect to the
following management nominees:

Nominee             Votes in favor   Votes withheld   Broker non-votes

Orren J. Bradley      13,529,392         421,212              0
Jerry M. Hiegel       13,529,442         421,162              0

With respect to the election of Class B Directors, the following
votes were cast in favor of and withheld with respect to the
following management nominees:

Nominee             Votes in favor   Votes withheld   Broker non-votes

Douglas W. Hyde        2,148,205             820              0
Michael D. Wachtel     2,148,205             820              0
David L. Omachinski    2,148,205             820              0
Steve R. Duback        2,148,205             820              0
Shirley A. Dawe        2,148,205             820              0
William F. Wyman       2,148,205             820              0
Stig A. Kry            2,148,205             820              0

Directors are elected by a plurality of the votes of the shares
of the class entitled to elect such directors, present in person
or represented by proxy at the meeting.  "Plurality" means that
the individuals who receive the largest number of votes are
elected as directors up to the maximum number of directors to be
chosen at the meeting.  There were no nominees for director other
than management's nominees identified above.  Accordingly, each
such nominee received a plurality of the votes cast by shares of
the class indicated and, therefore, was elected.

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits
    None

(b) Reports on Form 8-K
    None

                               SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                   						OSHKOSH B'GOSH, INC.

Date:	7/21/99			                        	/S/DOUGLAS W. HYDE
                                   						Chairman of the Board, President
                                   						Chief Executive Officer and Director


Date:	7/21/99				                        /S/DAVID L. OMACHINSKI
                                   						Vice President-Finance, Treasurer
                                   						Chief Financial Officer and Director