EXHIBIT 6(a)



RESTATED CERTIFICATE OF INCORPORATIONOFOSHKOSH B'GOSH,
INC.a Delaware corporation



The undersigned officer of Oshkosh B'Gosh, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, which was incorporated upon filing of its Certificate of
Incorporation with the Delaware Secretary of State on March 1, 1929 under
the name OSHKOSH OVERALL COMPANY, hereby certifies as follows:



1. Pursuant to action taken by the Board of Directors of the Corporation,
resolutions were duly adopted pursuant to Section 245 of the Delaware General
Corporation Law approving the restatement of the current Restated Certificate of
Incorporation of Oshkosh B'Gosh, Inc., as amended. The restatement only restates
and integrates and does not further amend the provisions of the Corporation's
current Restated Certificate of Incorporation as heretofore amended or
supplemented, and there is no discrepancy between those provisions and the
provisions of the Corporation's Restated Certificate of Incorporation as
restated hereby, which are as follows:

FIRST: The name of the Corporation is OSHKOSH B'GOSH, INC.

SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, and County of New
Castle, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

FOURTH: A. STOCK. The total number of shares of stock which the
Corporation shall have the authority to issue is Thirty-Five Million Four
Hundred Twenty-Five Thousand (35,425,000) Shares itemized by classes as
follows:

1. Thirty-four Million Four Hundred Twenty-Five Thousand
(34,425,000) Shares of Common Stock, one cent ($.01) par value, divided into the
following classes: (a) Thirty Million (30,000,000) Shares of Class A Common
Stock (the "Class A Common Stock"); and (b) Four Million Four Hundred
Twenty-Five Thousand (4,425,000) Shares of Class B Common Stock (the "Class B
Common Stock") (The Class A Common Stock and the Class B Common Stock are
hereinafter collectively referred to as the "Common Stock").

2. One Million (1,000,000) Shares of Preferred Stock, one cent
($.01) par value (the "Preferred Stock").

B. THE COMMON STOCK

1. Whenever any Dividend shall be paid by the Corporation on the Common
Stock, such Dividend shall be paid so that the Dividend per share on the Class A
Common Stock shall equal one hundred fifteen percent (115%) of the Dividend per
share on the Class B Common Stock. As used herein, the term "Dividend" shall
mean any dividend paid by the Corporation in cash or other assets except to the
extent a dividend is payable in shares of any class of the capital stock of this
Corporation or options, warrants or rights to acquire, or securities convertible
into or exercisable for, such shares (a "Stock Dividend"). In calculating the
amount of any Dividend payable on the Class A Common Stock, such Dividend shall
be rounded to the closest one quarter of one cent ($.0025). No Stock Dividends
or other distributions shall be declared or paid by the Corporation on the
Common Stock in shares of Common Stock or options, warrants or rights to
acquire, or securities convertible into or exchangeable for, shares of Common
Stock, except Stock Dividends or other distributions payable to all of the
holders of Common Stock ratably according to the number of shares of Common
Stock held by them, in shares of Class A Common Stock (or options, warrants or
rights to acquire, or securities convertible into or exchangeable for, shares of
Class A Common Stock) to holders of that class of stock and shares of Class B
Common Stock (or options, warrants or rights to acquire, or securities
convertible into or exchangeable for, shares of Class B Common Stock) to holders
of that class of stock. If any Stock Dividends or other distributions shall be
declared or paid by the Corporation on the Common Stock in any securities other
than shares of Common Stock or options, warrants or rights to acquire, or
securities convertible into or exchangeable for, shares of Common Stock, such
Stock Dividends or other distributions shall be payable to all holders of Common
Stock ratably according to the number of shares of Common Stock held by them,
without any distinction between holders of Class A Common Stock and holders of
Class B Common Stock.

2. The holders of Class A Common Stock shall not be entitled to any vote on
any matters except: (a) as may be required by law; and (b) that the Class A
Common Stock shall have one vote for each share for the election and removal of
the Class A Directors voting as a separate class. The "Class A Directors" shall
be that number of Directors which constitutes twenty five percent (25%) of the
authorized number of members of the Board of Directors, including, for all
purposes, the Class A Directors and any Directors which are entitled to be
elected by the holders of any Preferred Stock. If twenty five percent (25%) of
the authorized number of Directors is not a whole number, then the number of
Class A Directors shall be rounded to the closest whole number of Directors, but
not less than one (1). In determining the closest whole number, any number which
includes a fraction equal to .5 shall be deemed to be the next highest whole
number.

3. The holders of Class B Common Stock shall be entitled to one vote for each
share of Class B Common Stock on all matters except the election of Class A
Directors.

4. In case of voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the holders of Class A Common Stock shall be entitled to
receive out of the assets of the Corporation in money or money's worth the sum
of Seven and 50/100 Dollars ($7.50) per share, (the "First Common Payment"),
subject to adjustment in the event of any subdivisions, combinations, stock
splits or stock dividends involving shares of the Class A Common Stock, before
any of such assets shall be paid or distributed to holders of Class B Common
Stock, and if the assets of the Corporation shall be insufficient to pay the
holders of all of the Class A Common Stock then outstanding the entire First
Common Payment, the holders of each outstanding share of the Class A Common
Stock shall share ratably in such assets in proportion to the amounts which
would be payable with respect to Class A Common Stock if the First Common
Payment was paid in full.

5. After payment in full of the First Common Payment, the holders of
Class B Common Stock shall be entitled to receive out of the remaining
assets of the Corporation in money or money's worth the sum of Seven and 50/100
Dollars ($7.50) per share (the "Second Common Payment"), subject to adjustment
in the event of any subdivisions, combinations, stock splits or stock dividends
involving shares of the Class B Common Stock, before any of such remaining
assets shall be paid or distributed to holders of the Class A Common Stock, and
if the remaining assets of the Corporation shall be insufficient to pay the
holders of all of the Class B Common Stock then outstanding the entire Second
Common Payment, the holders of each outstanding share of the Class B Common
Stock shall share ratably in such assets in proportion to the amounts which
would be payable with respect to Class B Common Stock if the Second Common
Payment was paid in full.

6. After payment in full of the First Common Payment and the Second Common
Payment, any further payments on the liquidation, dissolution or winding up of
the business of the Corporation shall be on an equal basis as to all of the
shares of Common Stock then outstanding.

7. Except as to the matters expressly set forth above, the Class A Common
Stock and the Class B Common Stock shall be identical in all respects.

8. Conversion.

(a) Each holder of shares of Class B Common Stock shall have the right,
exercisable at any time, and from time to time, at the holder's option, to
convert each share of Class B Common Stock so held into one (l) fully paid and
nonassessable share of Class A Common Stock. This right shall be exercised by
the surrender of the certificate(s) representing the share(s) of Class B Common
Stock to be converted to the agent then maintained by the Corporation for the
registration or transfer of shares of Class B Common Stock (the "Conversion
Agent") (or, if no Conversion Agent has been appointed or is then acting, to the
principal executive offices of the Corporation (to the attention of the
Secretary of the Corporation)), at any time during normal business hours,
accompanied by written notice of such holder's election to convert and (if so
required by the Corporation or the Conversion Agent) by instruments of transfer,
in form satisfactory to the Corporation and the Conversion Agent, duly executed
by the holder or by his duly authorized attorney, and by transfer tax stamps or
funds therefor if required pursuant to paragraph (e) of this subsection 8.

(b) As promptly as practicable after the surrender for conversion of a
certificate(s) representing shares of Class B Common Stock in the manner
provided in paragraph (a) of this subsection 8, and the payment in cash of any
amount required by the provisions of paragraphs (a) and (e) of this subsection
8, the Corporation shall deliver or cause to be delivered, at the office of the
Conversion Agent (or, if no Conversion Agent has been appointed or is acting, at
its principal executive offices) to the holder of the surrendered certificate(s)
(or upon the written order of the holder), a new certificate or certificates
representing the number of shares of Class A Common Stock issuable upon such
conversion, issued in such name or names as such holder may direct. Except as
otherwise provided herein, a conversion shall be deemed to have been made
immediately prior to the close of business on the date of the surrender of the
certificate representing shares of Class B Common Stock. All rights of the
holder of the surrendered shares, as a holder of such shares, shall cease at the
time the conversion is deemed to occur, and the person or persons in whose name
or names the certificate or certificates representing the shares of Class A
Common Stock are to be issued shall be treated for all purposes as having become
the record holder or holders of such shares of Class A Common Stock at the time
the conversion is deemed to occur. If a surrender occurs on a date when the
stock transfer books of the Corporation are closed, the conversion shall not be
deemed to have occurred until immediately prior to the close of business on the
next succeeding day on which such stock transfer books are open.

(c) No adjustments in respect of dividends, voting rights or liquidation
preferences of the Class A Common Stock or the Class B Common Stock shall be
made upon the conversion of any shares of the Class B Common Stock into shares
of Class A Common Stock; provided, however, that if a share of Class B Common
Stock shall be converted subsequent to the record date for the payment of a
dividend or other distribution on shares of Common Stock but prior to such
payment, the registered holder of such share of Class B Common Stock at the
close of business on such record date shall be entitled, notwithstanding the
conversion, to receive the dividend or other distribution payable with respect
to such share of Class B Common Stock on the date set for payment of such
dividend or other distribution (and the person or persons in whose name or names
the certificate or certificates representing the share of Class A Common Stock
are to be issued in connection with such conversion shall not be entitled to any
dividend or other distribution payable with respect to the share of Class A
Common Stock received in such conversion).

(d) The Corporation covenants that it will at all times reserve and keep
available, solely for the purpose of issuance upon the conversion of outstanding
shares of Class B Common Stock into shares of Class A Common Stock, such number
of shares of Class A Common Stock as shall be issuable upon the conversion of
all outstanding shares of Class B Common Stock; provided, that nothing contained
herein shall be construed to preclude the Corporation from satisfying its
obligations in respect of the conversion of the shares of Class B Common Stock
by delivery of purchased shares of Class A Common Stock or by delivery of shares
of Class A Common Stock which are held in the treasury of the Corporation. The
Corporation covenants that all shares of Class A Common Stock which shall be
issued upon conversion of the shares of the Class B Common Stock, will, upon
issue, be fully paid and nonassessable and not subject to any preemptive rights,
except as otherwise required by applicable law.

(e) The issuance of certificates for shares of Class A Common Stock upon
conversion of shares of Class B Common Stock shall be made without charge for
any stamp or similar tax in respect of such issuance. Notwithstanding the
foregoing, however, if any such certificate for shares of Class A Common Stock
is to be issued in a name other than that of the holder of the shares of Class B
Common Stock to be converted therefor, such holder shall pay to the Corporation
the amount of any tax which may be payable in respect of any transfer involved
in the issuance of the shares of Class A Common Stock or shall establish to the
satisfaction of the Corporation that such tax has been paid.

(f) Notwithstanding any other provision in this Article FOURTH, when the
number of outstanding shares of Class B Common Stock falls below two percent
(2%) of the aggregate number of shares of Class A Common Stock and Class B
Common Stock then outstanding, (i) all of the outstanding shares of Class A
Common Stock and Class B Common Stock shall be deemed, without further act on
anyone's part, to be immediately and automatically converted into an equal
number of shares of Common Stock, with all shares of such Common Stock having
equal rights as to dividends, voting rights and liquidation, (ii) stock
certificates formerly representing outstanding shares of Class A Common Stock
and Class B Common Stock shall thereupon and thereafter be deemed to represent a
like number of shares of Common Stock, and (iii) subsections 1, 2, 3, 4, 5, 6, 7
and 8(a), (b), (c), (d) and (e) of this Section B of Article FOURTH of this
Restated Certificate of Incorporation shall be void and of no effect.

9. The rights of the Common Stock under this Section B of this Article
Fourth of this Restated Certificate of Incorporation are subject to the
provisions below concerning the Preferred Stock.

C. THE PREFERRED STOCK

The Preferred Stock may be issued in series, and authority is vested in the
Board of Directors, from time to time, to establish and designate series and to
fix the variations in the powers, preferences, rights, qualifications,
limitations or restrictions of any series of the Preferred Stock, but only with
respect to:

1. the dividend rate or rates and the preferences, if any, over any other
class or series (or of any other class or series over such class or series) with
respect to dividends, the terms and conditions upon which and the periods in
respect of which dividends shall be payable, whether and upon what conditions
such dividends shall be cumulative and, if cumulative, the date or dates from
which dividends shall accumulate;

2. the price and terms and conditions on which shares may be redeemed;

3. the amount payable upon shares in the event of voluntary or involuntary
liquidation;

4. sinking fund provisions for the redemption or purchase of shares;

5. the terms and conditions on which shares may be converted into shares of
any other class or series of the same or any other class of stock of the
Corporation, if the shares of any series are issued with the privilege of
conversion; and

6. voting rights, if any

Except as to the matters expressly set forth above, all series of the
Preferred Stock shall have the same preferences, limitations and relative rights
and shall rank equally, share ratably and be identical in all respects as to all
matters. All shares of any one series of the Preferred Stock shall be alike in
every particular.

D. GENERAL

The number of authorized shares of any class of the capital stock of the
Corporation may be increased or decreased (but not below the number of shares of
such class then outstanding) by the affirmative vote of the holders of a
majority of the outstanding Class B Common Stock.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the bylaws of the Corporation.

SEVENTH: Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation. Elections of Directors
need not be by written ballot unless the bylaws of the Corporation shall so
provide.

EIGHTH: The holders of any stock of the Corporation, or the holders of any
class or series of class thereof, shall have no preemptive rights.



NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

TENTH: Any merger or consolidation of the Corporation with or into any other
corporation; or any sale, lease, exchange or other disposition of all or
substantially all of the assets of the Corporation to or with any other
corporation, person or entity, shall require the affirmative vote of the holders
of at least two-thirds of the outstanding shares of the Class B Common Stock and
at least two-thirds of the outstanding shares of any other class of the capital
stock of the Corporation issued and outstanding and entitled to vote
thereon.

This Article TENTH may not be amended or rescinded except by the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Class B
Common Stock and at least two-thirds of the outstanding shares of any other
class of the capital stock of the Corporation issued and outstanding and
entitled to vote thereon, at any regular or special meeting of the stockholders
if notice of the proposed alteration or amendment be contained in the notice of
the meeting.

ELEVENTH: No director of this corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of his fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith, or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

2. Said restatement was duly adopted in accordance with the provisions of
Section 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be executed this __ day of May, 2002.



|___________________________________
|-----------------------------------
|/S/Steven R. Duback,
Secretary