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 4, 1998
                                    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.   
            (Exact name of registrant as specified in charter)

          	Delaware						                       39-0519915
(State or other jurisdiction of				   (IRS Employer Identification No.)
incorporation or organization)

112 Otter Avenue, Oshkosh, Wisconsin			          	54901
(Address of principal executive offices)			     (Zip Code)

                               (920) 231-8800
                      (Registrant's telephone number)

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 2, 1999 for fiscal 1998).  

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 4, 1998, there were outstanding 8,439,579 shares of 
Class A Common Stock and 1,176,607 shares of Class B Common Stock.

                              FORM 10-Q

                OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

                                INDEX


                                                 										Page

Part I.		Financial Information

Item 1.		Financial Statements

       		Condensed Consolidated Balance Sheets-July 
       		4, 1998 and December 31, 1997	                			   3

       		Unaudited Condensed Consolidated Statements
       		of Income-Three Month and Six Month Periods 
         Ended July 4, 1998 and June 30, 1997			             4

       		Unaudited Condensed Consolidated Statements
       		of Cash Flow-Three Month and Six Month Periods 
         Ended July 4, 1998 and June 30, 1997	          		   5

       		Notes to Condensed Consolidated Financial 
       		Statements		                                					   6

Item 2.		Management's Discussion and Analysis of Results
       		of Operations and Financial Condition			            7

Part II. Other Information                             				 12

Signatures	                                        								 13

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

                                           July 4,          December 31,
                                            1998               1997 *     
                                         (unaudited)                         	
Assets
Current assets
  Cash and cash equivalents               $    810            $ 13,779
  Short-term investments                        --               8,700
  Accounts receivable                       28,831              23,278
  Inventories                               75,772              68,226
  Prepaid expenses & other 
   current assets                            3,767               1,265
  Deferred income taxes                     15,100              15,800
Total current assets                       124,280             131,048

Property, plant & equipment                 67,640              62,192
  Less accumulated depreciation 
  and amortization                          32,389              29,237
Net property, plant & equipment             35,251              32,955

Non-current deferred income taxes            5,100               5,500
Other assets                                 5,285               5,285

Total assets                              $169,916            $174,788

Liabilities and shareholders'equity
Current liabilities
  Accounts payable                        $  3,621            $ 10,273
  Accrued expenses                          41,871              38,013
Total current liabilities                   45,492              48,286

Employee benefit plan liabilities           13,962              13,345

Shareholders' equity
  Preferred stock                               --                  --
  Common stock:
    Class A                                     84                  87
    Class B                                     12                  12
  Retained earnings                        110,366             113,058
Total shareholders' equity                 110,462             113,157

Total liabilities and shareholders'
 equity                                   $169,916            $174,788

*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 4,     June 30,      July 4,    June 30,
                               1998         1997         1998        1997    	
	           
Net sales                   $ 82,288     $ 71,144     $184,823    $168,507
Cost of products sold         49,512       47,362      114,658     112,431
Gross profit                  32,776       23,782       70,165      56,076

Selling, general and 
 administrative expenses      29,700       26,292       60,362      53,659
Royalty income, net           (1,542)      (1,206)      (3,796)     (3,012)

Operating income (loss)        4,618       (1,304)      13,599       5,429

Other income (expense):
  Interest expense               (87)         (97)        (172)       (129)
  Interest income                259          672          497       1,065
  Miscellaneous                  (23)         (17)         (74)       (145)

Other income -- net              149          558          251         791

Income (loss) before taxes     4,767         (746)      13,850       6,220

Income taxes (benefit)         1,936         (300)       5,678       2,490

Net income (loss)           $  2,831     $   (446)    $  8,172   $   3,730

Net income (loss) per 
 common share
  Basic                     $   0.29     $  (0.04)    $   0.83   $    0.32
  Diluted                   $   0.29     $  (0.04)    $   0.82   $    0.32

Weighted average common 
 shares outstanding
  Basic                        9,754       11,686        9,810      11,731
  Diluted (including share 
   equivalents)                9,902       11,716        9,943      11,747

Cash dividends per common 
 share
  Class A                   $   0.07     $   0.07     $   0.14   $    0.14
  Class B                   $   0.06     $   0.06     $   0.12   $    0.12

See notes to condensed consolidated financial statements.

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

                                               Six  Month Period Ended  	
                                                 July 4,	    June 30,
                                                  1998         1997          
Cash flows from operating activities
  Net income for the period                   $   8,172    $   3,730
  Depreciation                                    4,081        4,465
  Provision for deferred income taxes             1,100        2,200
  Items in income not affecting cash              1,096          173
  Changes in current assets                     (15,601)       2,249
  Changes in current liabilities                 (2,470)      (5,005)

Net cash provided by (used in) operating 
 activities                                      (3,622)       7,812

Cash flows from investing activities
  Additions to property, plant and 
   equipment                                     (6,672)      (2,965)
  Proceeds from disposal of assets                  157        1,765
  Sale (purchase) of short-term 
   investments, net                               8,700       (1,630)
  Other                                            (341)      (1,958)

Net cash provided by (used in) 
 investing activities                             1,844       (4,788)

Cash flows from financing activities
  Cash dividends paid                            (1,347)      (1,619)
  Common shares issued, net                         493           --
  Repurchase of common shares                   (10,337)      (1,691)

Net cash used in financing activities           (11,191)      (3,310)

Net decrease in cash and cash equivalents     $ (12,969)   $    (286)

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 4, 1998, the results of operations for the three-month 
and six-month periods ended July 4, 1998 and June 30, 1997, and 
cash flows for the six-month periods ended July 4, 1998 and June 
30, 1997.

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 1997 
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 2, 1999 for fiscal 1998).   Each 
quarter will generally consist of a 13-week period ending on a 
Saturday.  Due to the conversion to a 52/53-week year, the first 
quarter of 1998 consisted of 13 weeks and 3 days.  Accordingly, 
the six-month period ended July 4, 1998 was four days longer than 
the comparative period in fiscal 1997.

Note 2.  Inventories

A summary of inventories follows:

                                       July 4,           December 31,    
                                        1998                 1997            	
                           			           (Dollars in thousands)

Finished goods                        $ 64,290           $ 49,400
Work in process                          8,914             14,782
Raw materials                            2,568              4,044

Total                                 $ 75,772           $ 68,226


The replacement cost of inventory exceeds the above LIFO costs by 
$14,498 and $14,138 at July 4, 1998 and December 31, 1997, 
respectively.

                  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 Ended 	
                     July 4, 1998 June 30, 1997 July 4, 1998  June 30, 1997

Net sales                100.0%       100.0%      100.0%         100.0%
Cost of products sold     60.2%        66.6%       62.0%          66.7%
Gross profit              39.8%        33.4%       38.0%          33.3%
Selling, general and 
 administrative expenses  36.1%        37.0%       32.7%          31.8%
Royalty income, net       (1.9%)       (1.8%)      (2.1%)         (1.7%)
Operating income (loss)    5.6%        (1.8%)       7.4%           3.2%
Other income, net          0.2%         0.8%        0.1%           0.5%
Income (loss) before 
 income taxes              5.8%        (1.0%)       7.5%           3.7%
Income taxes               2.4%        (0.4%)       3.1%           1.5%
Net income (loss)          3.4%        (0.6%)       4.4%           2.2%

Net Sales

Consolidated net sales for the three month period ended July 4, 
1998 were $82.3 million, a $11.2 million increase (15.8%) over 
1997 second quarter net sales of $71.1 million.  Consolidated net 
sales for the six month period ended July 4, 1998 were $184.8 
million, a $16.3 million increase (9.7%) from net sales of $168.5 
million for the first six months of 1997.  The Company's net 
sales for the three month and six month periods ended July 4, 
1998 and June 30, 1997 are summarized as follows:
                                                                              

                                           Net Sales
                                         (in millions)
                                  Domestic                   
                            Wholesale   Retail   International     Total     
Three month period ended:
  July 4, 1998              $ 41.7     $ 39.6     $  1.0         $  82.3
  June 30, 1997               34.0       35.7        1.4            71.1
  Increase (decrease)          7.7        3.9       (0.4)           11.2

Percent increase (decrease)   22.6%      10.9%     (28.6%)          15.8%

Six month period ended:
  July 4, 1998              $105.8     $ 76.2     $  2.8         $ 184.8
  June 30, 1997               96.3       68.5        3.7           168.5
  Increase (decrease)          9.5        7.7       (0.9)           16.3

Percent increase (decrease)    9.9%      11.2%     (24.3%)           9.7%

The Company's domestic wholesale unit shipments for the three 
month and six month periods ended July 4, 1998 were up 16.7% and 
9.5%, respectively, over the corresponding three month and six 
month periods of 1997.  The second quarter 1998 increase in unit 
shipments and sales dollars were the result of increased demand 
for both the Company's fashion and classics product offerings.  
Unit shipments for the first six months of 1998 were also 
favorably impacted by the Company's change in its fiscal year to 
a 52/53-week period ending on the Saturday closest to December 
31.  As a result, the Company's first six months of 1998 ended 
July 4, which resulted in an additional two days of wholesale 
shipments as compared to the six months ended June 30, 1997.  The 
Company currently anticipates a unit sales increase in the 4% to 
6% range for the second half of 1998 as compared to 1997.

The Company's second quarter 1998 retail sales increase resulted 
from a combination of an 8.2% comparable store sales gain and 
sales volume from stores opened subsequent to June 30, 1997.  
Second quarter 1998 comparable store sales were favorably 
impacted by a later Easter selling season (during April) as 
compared to 1997 (during March).  The Company's increase in 
retail sales for the first six months of 1998 resulted from a 
combination of a 9.3% comparable store sales gain and sales 
volume from newly opened stores.  Comparable store sales for 1998 
were also favorably impacted by increased sales of Genuine Girl 
and Genuine Blues branded products for the entire period.  These 
bigger sizes were introduced during the first quarter of 1997.  
For the remainder of 1998, the Company currently anticipates 
comparable store sales gains in the middle single digit range.

At July 4, 1998 the Company operated 121 domestic OshKosh retail 
stores, including 113 outlet stores and 8 showcase stores.  
During the second quarter of 1998, the Company opened 3 outlet 
stores and closed 2 existing stores.  At June 30, 1997, the 
Company operated 114 domestic OshKosh retail stores, including 
108 outlet stores and 6 showcase stores.  Current Company plans 
for the remainder of 1998 call for the addition of 5 retail 
stores.

Gross Profit

The Company's gross profit margin as a percent of net sales 
improved to 39.8% in the second quarter of 1998, compared to 
33.4% in the second quarter of 1997.  For the six month period 
ended July 4, 1998, gross profit margin as a percent of net sales 
was 38.0%, compared to 33.3% for the first six months of 1997.  
This gross profit margin improvement was due primarily to 
continued implementation and execution of the Company's sourcing 
strategy, improved 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 
1998 sourcing plan indicates that approximately 41% of units will 
be produced at the Company's domestic facilities as compared to 
47% in 1997.

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

S,G&A expenses for the three month and six month periods ended 
July 4, 1998 increased $3.4 million and $6.7 million over the 
three and six month periods ended June 30, 1997, respectively.  
As a percentage of net sales, S,G,&A expenses were 36.1% and 
32.7% for the three month and six month periods ended July 4, 
1998 as compared to 37.0% and 31.8% in the comparable periods of 
1997.  The increase in S,G,&A expenses relates primarily to a 
combination of continued expansion of the Company's retail 
operations, increased volume of wholesale unit shipments, 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 and six month periods ended July 4, 1998 
increased $.3 million (27.9%) and $.8 million (26.0%) over the 
three and six month periods ended June 30, 1997, respectively.  
These increases resulted primarily from increased royalty income 
generated from domestic licensees.  As a result of 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), the Company currently anticipates its 
royalty income for the third quarter of 1998 to be down from the 
third quarter of 1997.

Operating Income

As a result of the factors described above, the Company's 
operating income (loss) for the three month and six month periods 
ended July 4, 1998 increased to $4.6 million and $13.6 million as 
compared to ($1.3) million and $5.4 million for the comparable 
periods in 1997.

Income Taxes

The Company's effective tax rate for the three month and six 
month periods ended July 4, 1998 was approximately 41% as 
compared to 40% in 1997. 

Net Income Per Common Share

The computation of net income per common share for the second 
quarter and first six months of 1998 reflected a lower number of 
weighted average outstanding shares as compared to the same 
periods in 1997, primarily as a result of the Company's Dutch 
auction tender offer which was completed in August 1997.

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 1998 quarterly sales and income.  Second 
quarter 1998 operating results are not necessarily indicative of 
anticipated quarterly results throughout the balance of the year.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

At July 4, 1998 the Company's cash, cash equivalents and short-
term investments were $.8 million, compared to $22.5 million at 
December 31, 1997 and $42.6 million at June 30, 1997.  Net 
working capital at July 4, 1998 was $78.8 million as compared to 
$82.8 million at the end of 1997 and $106.3 million at June 30, 
1997.  The Company's current ratio was 2.7 to 1 at July 4, 1998, 
and at the end of 1997, compared to 3.8 to 1 at June 30, 1997.  
The reduction in cash, cash equivalents and short-term 
investments, net working capital, and current ratio at July 4, 
1998 compared to June 30, 1997 is attributable primarily to the 
Company's stock repurchases, offset in part by cash generated 
from operations.

Accounts receivable at July 4, 1998 were $28.8 million compared 
to $20.9 million at June 30, 1997.  This increase in accounts 
receivable related primarily to a combination of increased 
wholesale sales resulting from the second quarter of 1998 ending 
on July 4, 1998, along with much higher sales of the Company's 
classics line in June 1998.

Inventories at July 4, 1998 were $75.8 million, compared to $60.8 
million at June 30, 1997.  Management believes that at July 4, 
1998 inventory levels are generally appropriate for anticipated 
business activities for the remainder of 1998.  

The Company's capital expenditures for the first six months of 
1998 of $6.7 million compares to $3.0 million for the first six 
months of 1997.  This increase is primarily due to the Company's 
upgrade of its distribution systems and Whitehouse, Tennessee 
distribution facilities.  Capital expenditures for all of 1998 
are currently planned to be in the range of $13.0 million, 
including approximately $8.0 million related to the distribution 
system and facilities project.

On August 25, 1997, the Company's Board of Directors authorized a 
500,000 share repurchase program of the Company's Class A common 
stock.  During the second quarter of 1998, the Company 
repurchased 272,300 shares of its Class A common stock under this 
program for approximately $10.3 million.  Through July 4, 1998, 
the Company has repurchased a total of 413,800 shares of its 
Class A common stock under this repurchase program for 
approximately $14.9 million.

At July 4, 1998 and June 30, 1997 the Company had no outstanding 
long-term debt.  The Company believes that its cash and cash 
equivalents at July 4, 1998, credit facilities, along with cash 
generated from operations, will be sufficient to finance the 
Company's seasonal working capital needs and planned capital 
expenditures for the remainder of 1998.

OTHER FACTORS THAT MAY AFFECT FUTURE PERFORMANCE

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.  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, 
competitive factors, risk of non-payment of accounts receivable, 
failure of Company suppliers to timely deliver needed raw 
materials, 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.


                 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 
1, 1998 (the "1998 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 7,863,890 shares of 
Class A Common Stock and 992,175 shares of Class B Common Stock 
were represented, in person or by proxy, at the 1998 Annual 
Meeting, constituting a quorum of each class.

With respect to the proposal to amend stock dividend provisions 
of the Company's Certificate of Incorporation, the following 
votes were cast in favor of and withheld:

                       Votes in favor   Votes withheld   Broker non-votes

Class B Common Stock        967,316            50           24,809

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      7,785,788         78,102              0
Jerry M. Hiegel       7,785,288         78,602              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         990,915          1,260              0
Michael D. Wachtel      990,915          1,260              0
David L. Omachinski     990,915          1,260              0
Steve R. Duback         990,915          1,260              0
Shirley A. Dawe         990,915          1,260              0
William F. Wyman        990,915          1,260              0
Stig A. Kry             990,915          1,260              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
 3.1 Certificate of Incorporation of OshKosh B'Gosh, Inc. as restated, 
     May 7, 1998.
 
(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:	7/22/98			          	/S/DOUGLAS W. HYDE
						                     Chairman of the Board, President
						                     Chief Executive Officer and Director


Date:	7/22/98			         	/S/DAVID L. OMACHINSKI
                    						Vice President-Finance, Treasurer
                    						Chief Financial Officer and Director