Composite Showing All
Amendments through 5/7/98


                             RESTATED
                   CERTIFICATE OF INCORPORATION
                                OF 
                        OSHKOSH B'GOSH, INC.

	The following Restated Certificate of Incorporation of 
OSHKOSH B'GOSH, INC. was duly adopted by vote of the stockholders 
pursuant to the authority and provisions of Sections 242 and 245 
of the Delaware General Corporation Law to supersede and take the 
place of the existing Certificate of Incorporation of the 
Corporation and all amendments thereto.  The original Certificate 
of Incorporation of the Corporation was filed with the Secretary 
of State of Delaware on March 1, 1929 and the name under which 
the Corporation was originally incorporated is OSHKOSH OVERALL 
COMPANY.

	The text of the Certificate of Incorporation as amended and 
supplemented heretofore is further amended hereby to read as 
herein set forth in full:

	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-Four Million Seven Hundred Fifty Thousand (34,750,000) 
Shares itemized by classes as follows:

1. Thirty-three Million Seven Hundred Fifty Thousand 
(33,750,000) 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) Three 
Million Seven Hundred Fifty Thousand (3,750,000) 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 
distribution payable to all holders 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 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 (1) 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 to 
such issuance.  Notwithstanding the foregoing, 
however, if any 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 provisions 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 Restate Certificate of 
Incorporation are subject to the provisions below concerning 
the Preferred Stock.	

B. 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 or 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 damage 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.