Registration No. 33-_____________

    As filed with the Securities and Exchange Commission on February 20, 1996
                                                                              

                                     FORM S-8

                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                __________________

                               OSHKOSH B'GOSH, INC.
              (Exact name of registrant as specified in its charter)

           DELAWARE                                             39-0519915
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                                Identification
   No.)

       112 Otter Avenue
      Oshkosh, Wisconsin                                           54901
(Address of Principal Executive Offices)                        (ZIP Code)
                                __________________

          OSHKOSH B'GOSH, INC. 1995 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                             (Full title of the plan)
                               ___________________
                                                                 Copy to:
DAVID L. OMACHINSKI                                    STEVEN R. DUBACK, ESQ.
Vice President, Finance,                                   Quarles & Brady
Treasurer and Chief                                  411 East Wisconsin Avenue
Financial Officer                                    Milwaukee, Wisconsin 53202
OSHKOSH B'GOSH, INC.
112 Otter Avenue
Oshkosh, Wisconsin  54901

                     (Name and address of agent for service)

                                  (414) 231-8800
          (Telephone number, including area code, of agent for service)
                               ___________________

                         CALCULATION OF REGISTRATION FEE
                                                                              
                                            Proposed
                                Proposed     Maximum
Title of Securities              Maximum    Aggregate     Amount of
    to be      Amount to be Offering Price  Offering   Registration
 Registered    Registered(1)    Per Share   Price(2)         Fee

Class A
Common Stock,
one cent ($.01)
par value      70,000 shares     (2)(3)     $1,024,750      $354
                                                                              

   (1)   The Plan provides for the possible adjustment of the number, price
         and kind of shares granted or to be granted under the Plan in the
         event of certain capital or other changes affecting the Registrant's
         Common Stock.  This Registration Statement therefore covers, in
         addition to the above-stated 70,000 shares, an indeterminate number
         of shares that may become subject to the Plan by means of any such
         adjustment.

   (2)   Pursuant to Rule 457(h), estimated solely for the purpose of
         computing the registration fee, based upon (i) the aggregate
         exercise price for the 6,000 shares underlying the outstanding
         options granted on May 5, 1995 at $16.125 per share, and (ii) as to
         the remaining 64,000 shares, $14.50 per share, which is the average
         of the high and low sales prices of the Registrant's Common Stock on
         February 16, 1996, as reported in the Nasdaq Stock Market.

   (3)   In accordance with the terms of the Plan, the actual offering price
         of each share shall be 100% of the Fair Market Value of the
         Registrant's Common Stock on the date on which an option is granted.



































<PAGE>

                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
   sent or given to Plan participants as specified by Rule 428(b)(1) under
   the Securities Act of 1933.

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

         The following documents filed by OshKosh B'Gosh, Inc. (the
   "Registrant") (Commission File No. 0-13365) with the Securities and
   Exchange Commission (the "Commission") pursuant to Section 13 of the
   Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein
   by reference:

         (a)   The Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1994;

         (b)   The Registrant's Quarterly Reports on Form 10-Q for the
               quarterly periods ended March 31, 1995, June 30, 1995 and
               September 30, 1995 and the Registrant's Amendment No. 1 to
               Quarterly Report on Form 10-Q/A for the quarterly period ended
               June 30, 1995; 

         (c)   The Registrant's Reports by Issuer of Securities Quoted on
               NASDAQ Inderdealer Quotation System on Form 10-C dated January
               4, 1995 and August 15, 1995; and

         (d)   The Registrant's Current Report on Form 8-K dated October 25,
               1995, including specifically the description of the
               Registrant's Common Stock in Item 5 thereof, filed for the
               purpose of updating the description of the Registrant's Common
               Stock under the 1934 Act, including any future amendment or
               report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing
   of a post-effective amendment which indicates that all securities offered
   hereby have been sold or which deregisters all securities then remaining
   unsold, shall be deemed to be incorporated by reference herein and to be a
   part hereof from the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
   incorporated by reference herein shall be deemed to be modified or
   superseded for purposes hereof to the extent that a statement contained
   herein or in any other subsequently filed document which also is or is
   deemed to be incorporated by reference herein modifies or supersedes such
   statement.  Any statement so modified or superseded shall not be deemed,
   except as so modified or superseded, to constitute a part hereof.


                                      -1-
<PAGE>

   Item 4.  Description of Securities.

         Not applicable.  See Item 3(d) above.

   Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

















































                                       -2-
<PAGE>


   Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the General Corporation Law of the State of
   Delaware (the "General Corporation Law") provides that a Delaware
   corporation may indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action, suit or proceeding, whether civil, criminal, administrative or
   investigative (other than an action by or in the right of the corporation)
   by reason of the fact that he is or was a director, officer, employee or
   agent of the corporation or is or was serving at the request of the
   corporation as a director, officer, employee or agent of another
   corporation or enterprise, against expenses, judgments, fines and amounts
   paid in settlement actually and reasonably incurred by him in connection
   with such action, suit or proceeding if he acted in good faith and in a
   manner he reasonably believed to be in or not opposed to the best
   interests of the corporation and, with respect to any criminal action or
   proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) of the General Corporation Law provides that a
   Delaware corporation may indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action or suit by or in the right of the corporation to procure a judgment
   in its favor by reason of the fact that such person acted in any of the
   capacities set forth above, against expenses actually and reasonably
   incurred by him in connection with the defense or settlement of such
   action or suit if he acted under similar standards, except that no
   indemnification may be made in respect to any claim, issue or matter as to
   which such person shall have been adjudged to be liable for negligence or
   misconduct in the performance of his duty to the corporation unless and
   only to the extent that the court in which such action or suit was brought
   shall determine that despite the adjudication of liability, such person is
   fairly and reasonably entitled to be indemnified for such expenses which
   the court shall deem proper.

         Section 145 of the General Corporation Law further provides that to
   the extent a director or officer of a corporation has been successful in
   the defense of any action, suit or proceeding referred to in subsections
   (a) and (b) or in the defense of any claim, issue or matter therein, he
   shall be indemnified against expenses actually and reasonably incurred by
   him in connection therewith; that indemnification provided for by Section
   145 shall not be deemed exclusive of any other rights to which the
   indemnified party may be entitled; and that the corporation may purchase
   and maintain insurance on behalf of a director or officer of the
   corporation against any liability asserted against him or incurred by him
   in any such capacity or arising out of his status as such whether or not
   the corporation would have the power to indemnify him against such
   liabilities under such Section 145.

         Section 102(b)(7) of the General Corporation Law provides that a
   corporation in its original certificate of incorporation or an amendment
   thereto validly approved by stockholders may eliminate or limit personal
   liability of members of its board of directors or governing body for
   violations of a director's duty of care.  However, no such provision may
   eliminate or limit the liability of a director for breaching his duty of
   loyalty, failing to act in good faith, engaging in intentional misconduct

                                      -3-
<PAGE>


   or knowingly violating a law, paying a dividend or approving a stock
   repurchase which was illegal, or obtaining an improper personal benefit. 
   A provision of this type has no effect on the availability of equitable
   remedies, such as injunction or rescission, for breach of fiduciary duty. 
   The Registrant's Restated Certificate of Incorporation, as amended,
   contains such a provision.

         Section 49 of the Registrant's Bylaws contains provisions that
   substantially parallel the indemnification provisions of the General
   Corporation Law and also covers certain securities law actions and
   procedural matters not dealt with in the General Corporation Law.

         Certain directors and officers of the Registrant are parties to
   Indemnity Agreements with the Registrant providing essentially the same
   indemnification as the General Corporation Law and the Registrant's Bylaws
   and are also covered by directors' and officers' liability insurance under
   which they are insured (subject to certain exceptions and limitations
   specified in the policy) against expenses and liabilities arising out of
   proceedings to which they are parties by reason of being or having been
   directors or officers.




































                                      -4-
<PAGE>


   Item 7.  Exemption from Registration Claimed.

         Not applicable.

   Item 8.  Exhibits.

         See Exhibit Index following Signatures page in this Registration
   Statement, which Exhibit Index is incorporated herein by reference.

   Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this
                     Registration Statement:

               (i)   To include any prospectus required by section 10(a)(3)
                     of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental 
                     change in the information set forth in the Registration
                     Statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
   not apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed by
   the Registrant pursuant to Section 13 or Section 15(d) of the Securities
   Exchange Act of 1934 that are incorporated by reference in the
   Registration Statement.

               (2)   That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein,
                     and the offering of such securities at that time shall
                     be deemed to be the initial bona fide offering thereof.

               (3)   To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.


                                    -5-
<PAGE>


         (b)   The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the Registration Statement shall be deemed to
   be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

         (h)   Reference is made to the indemnification provisions referred
   to in Item 6 of this Registration Statement.

         Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the se-
   curities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.


























                                     -6-
<PAGE>

                                    SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Oshkosh, State of Wisconsin, on 
   February 20, 1996.

   OSHKOSH B'GOSH, INC.
   (Registrant)

   By:  /S/ DAVID L. OMACHINSKI                  
        David L. Omachinski
        Vice President, Finance, Treasurer
          and Chief Financial Officer
                                __________________

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Douglas W. Hyde, Michael D. Wachtel
   and David L. Omachinski, and each of them, his true and lawful attorneys-
   in-fact and agents, with full power of substitution and resubstitution,
   for him and in his name, place and stead, in any and all capacities, to
   sign any and all amendments (including post-effective amendments) to this
   Registration Statement, and to file the same, with all exhibits thereto,
   and other documents in connection therewith, with the Securities and
   Exchange Commission, and any other regulatory authority, granting unto
   said attorneys-in-fact and agents, and each of them, full power and
   authority to do and perform each and every act and thing requisite and
   necessary to be done in and about the premises, as fully to all intents
   and purposes as he might or could do in person, hereby ratifying and
   confirming all that said attorneys-in-fact and agents or any of them, or
   their substitutes, may lawfully do or cause to be done by virtue hereof.
                               ____________________

         Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the date indicated.*



        /S/ DOUGLAS W. HYDE                                        
                                             
Douglas W. Hyde, Chairman of the Board         Charles F. Hyde, Director
President and Chief Executive Officer
   (Principal Executive Officer)

      /S/ MICHAEL D. WACHTEL                  /S/ JUDITH D. PYLE               
                                             
Michael D. Wachtel, Executive Vice President  Judith D. Pyle, Director
  Chief Operating Officer and Director


     /S/ DAVID L. OMACHINSKI                 /S/ JERRY M. HIEGEL              
                                             
David L. Omachinski, Vice President, Finance Jerry M. Hiegel, Director
Treasurer and Chief Financial Officer
         and Director
  (Principal Financial Officer
 and Principal Accounting Officer)

    /S/ STEVEN R. DUBACK                    /S/ ORREN J. BRADLEY             
                                              
Steven R. Duback, Secretary and Director    Orren J. Bradley, Director

                                         
        
     Thomas R. Wyman, Director

          *Each of these signatures is affixed as of February 20, 1996.




                               OSHKOSH B'GOSH, INC.
                                (the "Registrant")
                          (Commission File No. 0-13365)

                                  EXHIBIT INDEX
                                        TO
                         FORM S-8 REGISTRATION STATEMENT



Exhibit                          Incorporated Herein        Filed  Sequential
Number     Description            by Reference To          Herewith  Page No.

4.1    Restated Certificate of      Exhibit 99.1 to the
       Incorporation of             Registrant's Form 8-K
       OshKosh B'Gosh, Inc.         dated October 25, 1995
       (dated March 19, 1985)       (the "Form 8-K")

4.2    Certificate of Amendment      Exhibit 99.2
       to the Restated Certificate   to the Form 8-K
       of Incorporation of OshKosh
       B'Gosh, Inc. (dated May 8,
       1987)

4.3    Certificate of Amendment to   Exhibit 99.3
       the Restated Certificate      to the Form 8-K
       of Incorporation of OshKosh
       B'Gosh, Inc. (dated May 7, 1993)

4.4    Bylaws of OshKosh B'Gosh,     Exhibit 3.2 to
       Inc. (as amended through      the Registrant's Form
       February 20, 1995)            10-K for the year ended
                                     December 31, 1994

5      Opinion of Counsel                                      X

23.1   Consent of Schumaker, Romenesko
         & Associates, S.C.                                    X

23.2   Consent of Ernst & Young LLP                            X

23.3   Consent of Counsel                                  Contained in
                                                           Opinion filed
                                                           as Exhibit 5

24     Powers of Attorney                                  Signature Page
                                                               to this
                                                         Registration Statement

99     OshKosh B'Gosh, Inc.     Exhibit B to the
       1995 Outside Directors'  Registrant's
       Stock Option Plan        1995 Annual
                                Meeting Proxy
                                Statement dated
                                March 27, 1995

<PAGE>
                                                                     EXHIBIT 5
                                                                     (Form S-8)

                                            QUARLES & BRADY
                                       411 East Wisconsin Avenue
                                      Milwaukee, Wisconsin  53202



                                           February 20, 1996

OshKosh B'Gosh, Inc.
112 Otter Avenue
Oshkosh, Wisconsin  54901

Gentlemen:

    We are providing this opinion in connection with the Registration
Statement of OshKosh B'Gosh, Inc. (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale of up to 70,000 shares of Class
A Common Stock, one cent ($.01) par value, of the Company (the "Shares")
pursuant to the OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan
(the "Plan").  We have examined (i) the Registration Statement; (ii) the
Company's Restated Certificate of Incorporation and Bylaws, each as amended to
date; (iii) the Plan; (iv) corporate proceedings relating to the adoption of
the Plan and the issuance of the Shares; and (v) such other documents and
records as we have deemed necessary in order to render this opinion.  In
rendering this opinion, we have relied as to certain factual matters on
certificates of officers of the Company and of state officials.

     Based upon the foregoing, it is our opinion that:

     1.    The Company is a corporation duly incorporated and validly
           existing under the laws of the State of Delaware.

     2.    The Shares to be sold from time to time pursuant to the Plan which
           are original issuance shares, when issued and paid for as
           contemplated by the Registration Statement and the Plan, will be
           validly issued, fully paid and non-assessable by the Company
           subject to the personal liability which may be imposed on
           shareholders by Section 180.0622(2)(b) of the Wisconsin Business
           Corporation Law, as judicially interpreted, for debts owing to
           employees for services performed, but not exceeding six months
           service in any one case.  Although Section 180.0622(2)(b) provides
           that such personal liability of shareholders shall be "to an
           amount equal to the par value of shares owned by them
           respectively, and to the consideration for which their shares
           without par value was issued," the Wisconsin Supreme Court, by a
           split decision without a written opinion, has affirmed a judgment
           holding shareholders of a corporation liable under the
           substantially identical predecessor statute in effect prior to
           January 1, 1991 (Section 180.40(6)) for unpaid employee wages to
           an amount equal to the consideration for which their par value
           shares were issued rather than the shares' lower stated par value. 
           Local 257 of Hotel and Restaurant Employees and Bartenders
           International Union v. Wilson Street East Dinner Playhouse, Inc.,
           126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983
           decision of the Circuit Court for Dane County, Wisconsin, in Case
           No. 82-CV-0023).  The Wisconsin Supreme Court has held that


<PAGE>


OshKosh B'Gosh, Inc.
February 20, 1996
Page 2


           
            Section 180.40(6) applies to shareholders of foreign corporations
            licensed to do business in the State of Wisconsin, which the
            Company is, as well as to shareholders of domestic corporations. 
            Joncas v. Krueger, 61 Wis. 2d 529, 213 N.W. 2d 1 (1973).

    We consent to the filing of this opinion as an Exhibit to the
Registration Statement.  In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.

                                       Very truly yours,

                                       /S/ QUARLES & BRADY

                                        QUARLES & BRADY





























<PAGE>



                                                                  EXHIBIT 23.1
                                                                  (Form S-8)






                       Consent of Schumaker, Romenesko & Associates, S.C.





The Board of Directors
OshKosh B'Gosh, Inc.:

    We consent to incorporation by reference in this registration statement on
Form S-8 of OshKosh B'Gosh, Inc., and in the related prospectus materials, of
our report dated February 15, 1993 relating to the consolidated statements of
income, changes in shareholders' equity and cash flows of OshKosh B'Gosh, Inc.
and subsidiaries for the year ended December 31, 1992, which report appears in
the Form 10-K of OshKosh B'Gosh, Inc. for the fiscal year ended December 31,
1994.


SCHUMAKER, ROMENESKO & ASSOCIATES, S.C. 

/S/ SCHUMAKER, ROMENESKO & ASSOCIATES, S.C.


Oshkosh, Wisconsin
February 19, 1996













<PAGE>


                                                                  EXHIBIT 23.2
                                                                  (Form S-8)








                               Consent of Ernst & Young LLP








    We consent to incorporation by reference in this Registration Statement on
Form S-8 of OshKosh B'Gosh, Inc., and in the related prospectus related to the
1995 Outside Directors' Stock Option Plan of our report dated February 6,
1995, with respect to the 1994 and 1993 consolidated financial statements and
schedules of Oshkosh B'Gosh, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission.


                                                        /S/ ERNST & YOUNG LLP


  Milwaukee, Wisconsin                                  Ernst & Young LLP
  February 19, 1996















<PAGE>
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Registration No. 33-_____________

    As filed with the Securities and Exchange Commission on February 20, 1996
                                                                              

                                     FORM S-8

                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                __________________

                               OSHKOSH B'GOSH, INC.
              (Exact name of registrant as specified in its charter)

           DELAWARE                                             39-0519915
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                                Identification
   No.)

       112 Otter Avenue
      Oshkosh, Wisconsin                                           54901
(Address of Principal Executive Offices)                        (ZIP Code)
                                __________________

          OSHKOSH B'GOSH, INC. 1995 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                             (Full title of the plan)
                               ___________________
                                                                 Copy to:
DAVID L. OMACHINSKI                                    STEVEN R. DUBACK, ESQ.
Vice President, Finance,                                   Quarles & Brady
Treasurer and Chief                                  411 East Wisconsin Avenue
Financial Officer                                    Milwaukee, Wisconsin 53202
OSHKOSH B'GOSH, INC.
112 Otter Avenue
Oshkosh, Wisconsin  54901

                     (Name and address of agent for service)

                                  (414) 231-8800
          (Telephone number, including area code, of agent for service)
                               ___________________

                         CALCULATION OF REGISTRATION FEE
                                                                              
                                            Proposed
                                Proposed     Maximum
Title of Securities              Maximum    Aggregate     Amount of
    to be      Amount to be Offering Price  Offering   Registration
 Registered    Registered(1)    Per Share   Price(2)         Fee

Class A
Common Stock,
one cent ($.01)
par value      70,000 shares     (2)(3)     $1,024,750      $354
                                                                              

   (1)   The Plan provides for the possible adjustment of the number, price
         and kind of shares granted or to be granted under the Plan in the
         event of certain capital or other changes affecting the Registrant's
         Common Stock.  This Registration Statement therefore covers, in
         addition to the above-stated 70,000 shares, an indeterminate number
         of shares that may become subject to the Plan by means of any such
         adjustment.

   (2)   Pursuant to Rule 457(h), estimated solely for the purpose of
         computing the registration fee, based upon (i) the aggregate
         exercise price for the 6,000 shares underlying the outstanding
         options granted on May 5, 1995 at $16.125 per share, and (ii) as to
         the remaining 64,000 shares, $14.50 per share, which is the average
         of the high and low sales prices of the Registrant's Common Stock on
         February 16, 1996, as reported in the Nasdaq Stock Market.

   (3)   In accordance with the terms of the Plan, the actual offering price
         of each share shall be 100% of the Fair Market Value of the
         Registrant's Common Stock on the date on which an option is granted.
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
   sent or given to Plan participants as specified by Rule 428(b)(1) under
   the Securities Act of 1933.

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

         The following documents filed by OshKosh B'Gosh, Inc. (the
   "Registrant") (Commission File No. 0-13365) with the Securities and
   Exchange Commission (the "Commission") pursuant to Section 13 of the
   Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein
   by reference:

         (a)   The Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1994;

         (b)   The Registrant's Quarterly Reports on Form 10-Q for the
               quarterly periods ended March 31, 1995, June 30, 1995 and
               September 30, 1995 and the Registrant's Amendment No. 1 to
               Quarterly Report on Form 10-Q/A for the quarterly period ended
               June 30, 1995; 

         (c)   The Registrant's Reports by Issuer of Securities Quoted on
               NASDAQ Inderdealer Quotation System on Form 10-C dated January
               4, 1995 and August 15, 1995; and

         (d)   The Registrant's Current Report on Form 8-K dated October 25,
               1995, including specifically the description of the
               Registrant's Common Stock in Item 5 thereof, filed for the
               purpose of updating the description of the Registrant's Common
               Stock under the 1934 Act, including any future amendment or
               report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing
   of a post-effective amendment which indicates that all securities offered
   hereby have been sold or which deregisters all securities then remaining
   unsold, shall be deemed to be incorporated by reference herein and to be a
   part hereof from the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
   incorporated by reference herein shall be deemed to be modified or
   superseded for purposes hereof to the extent that a statement contained
   herein or in any other subsequently filed document which also is or is
   deemed to be incorporated by reference herein modifies or supersedes such
   statement.  Any statement so modified or superseded shall not be deemed,
   except as so modified or superseded, to constitute a part hereof.

                                      -1-
Item 4.  Description of Securities.

         Not applicable.  See Item 3(d) above.

   Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       -2-
Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the General Corporation Law of the State of
   Delaware (the "General Corporation Law") provides that a Delaware
   corporation may indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action, suit or proceeding, whether civil, criminal, administrative or
   investigative (other than an action by or in the right of the corporation)
   by reason of the fact that he is or was a director, officer, employee or
   agent of the corporation or is or was serving at the request of the
   corporation as a director, officer, employee or agent of another
   corporation or enterprise, against expenses, judgments, fines and amounts
   paid in settlement actually and reasonably incurred by him in connection
   with such action, suit or proceeding if he acted in good faith and in a
   manner he reasonably believed to be in or not opposed to the best
   interests of the corporation and, with respect to any criminal action or
   proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) of the General Corporation Law provides that a
   Delaware corporation may indemnify any person who was or is a party or is
   threatened to be made a party to any threatened, pending or completed
   action or suit by or in the right of the corporation to procure a judgment
   in its favor by reason of the fact that such person acted in any of the
   capacities set forth above, against expenses actually and reasonably
   incurred by him in connection with the defense or settlement of such
   action or suit if he acted under similar standards, except that no
   indemnification may be made in respect to any claim, issue or matter as to
   which such person shall have been adjudged to be liable for negligence or
   misconduct in the performance of his duty to the corporation unless and
   only to the extent that the court in which such action or suit was brought
   shall determine that despite the adjudication of liability, such person is
   fairly and reasonably entitled to be indemnified for such expenses which
   the court shall deem proper.

         Section 145 of the General Corporation Law further provides that to
   the extent a director or officer of a corporation has been successful in
   the defense of any action, suit or proceeding referred to in subsections
   (a) and (b) or in the defense of any claim, issue or matter therein, he
   shall be indemnified against expenses actually and reasonably incurred by
   him in connection therewith; that indemnification provided for by Section
   145 shall not be deemed exclusive of any other rights to which the
   indemnified party may be entitled; and that the corporation may purchase
   and maintain insurance on behalf of a director or officer of the
   corporation against any liability asserted against him or incurred by him
   in any such capacity or arising out of his status as such whether or not
   the corporation would have the power to indemnify him against such
   liabilities under such Section 145.

         Section 102(b)(7) of the General Corporation Law provides that a
   corporation in its original certificate of incorporation or an amendment
   thereto validly approved by stockholders may eliminate or limit personal
   liability of members of its board of directors or governing body for
   violations of a director's duty of care.  However, no such provision may
   eliminate or limit the liability of a director for breaching his duty of
   loyalty, failing to act in good faith, engaging in intentional misconduct

                                      -3-
or knowingly violating a law, paying a dividend or approving a stock
   repurchase which was illegal, or obtaining an improper personal benefit. 
   A provision of this type has no effect on the availability of equitable
   remedies, such as injunction or rescission, for breach of fiduciary duty. 
   The Registrant's Restated Certificate of Incorporation, as amended,
   contains such a provision.

         Section 49 of the Registrant's Bylaws contains provisions that
   substantially parallel the indemnification provisions of the General
   Corporation Law and also covers certain securities law actions and
   procedural matters not dealt with in the General Corporation Law.

         Certain directors and officers of the Registrant are parties to
   Indemnity Agreements with the Registrant providing essentially the same
   indemnification as the General Corporation Law and the Registrant's Bylaws
   and are also covered by directors' and officers' liability insurance under
   which they are insured (subject to certain exceptions and limitations
   specified in the policy) against expenses and liabilities arising out of
   proceedings to which they are parties by reason of being or having been
   directors or officers.

                                      -4-
Item 7.  Exemption from Registration Claimed.

         Not applicable.

   Item 8.  Exhibits.

         See Exhibit Index following Signatures page in this Registration
   Statement, which Exhibit Index is incorporated herein by reference.

   Item 9.  Undertakings.

         (a)   The undersigned Registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this
                     Registration Statement:

               (i)   To include any prospectus required by section 10(a)(3)
                     of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental 
                     change in the information set forth in the Registration
                     Statement;

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
   not apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed by
   the Registrant pursuant to Section 13 or Section 15(d) of the Securities
   Exchange Act of 1934 that are incorporated by reference in the
   Registration Statement.

               (2)   That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein,
                     and the offering of such securities at that time shall
                     be deemed to be the initial bona fide offering thereof.

               (3)   To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

                                    -5-
(b)   The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in the Registration Statement shall be deemed to
   be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

         (h)   Reference is made to the indemnification provisions referred
   to in Item 6 of this Registration Statement.

         Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the se-
   curities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.

                                     -6-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Oshkosh, State of Wisconsin, on 
   February 20, 1996.

   OSHKOSH B'GOSH, INC.
   (Registrant)

   By:  /S/ DAVID L. OMACHINSKI                  
        David L. Omachinski
        Vice President, Finance, Treasurer
          and Chief Financial Officer
                                __________________

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears below constitutes and appoints Douglas W. Hyde, Michael D. Wachtel
   and David L. Omachinski, and each of them, his true and lawful attorneys-
   in-fact and agents, with full power of substitution and resubstitution,
   for him and in his name, place and stead, in any and all capacities, to
   sign any and all amendments (including post-effective amendments) to this
   Registration Statement, and to file the same, with all exhibits thereto,
   and other documents in connection therewith, with the Securities and
   Exchange Commission, and any other regulatory authority, granting unto
   said attorneys-in-fact and agents, and each of them, full power and
   authority to do and perform each and every act and thing requisite and
   necessary to be done in and about the premises, as fully to all intents
   and purposes as he might or could do in person, hereby ratifying and
   confirming all that said attorneys-in-fact and agents or any of them, or
   their substitutes, may lawfully do or cause to be done by virtue hereof.
                               ____________________

         Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the date indicated.*

        /S/ DOUGLAS W. HYDE                                        
                                             
Douglas W. Hyde, Chairman of the Board         Charles F. Hyde, Director
President and Chief Executive Officer
   (Principal Executive Officer)

      /S/ MICHAEL D. WACHTEL                  /S/ JUDITH D. PYLE               
                                             
Michael D. Wachtel, Executive Vice President  Judith D. Pyle, Director
  Chief Operating Officer and Director

     /S/ DAVID L. OMACHINSKI                 /S/ JERRY M. HIEGEL              
                                             
David L. Omachinski, Vice President, Finance Jerry M. Hiegel, Director
Treasurer and Chief Financial Officer
         and Director
  (Principal Financial Officer
 and Principal Accounting Officer)

    /S/ STEVEN R. DUBACK                    /S/ ORREN J. BRADLEY             
                                              
Steven R. Duback, Secretary and Director    Orren J. Bradley, Director

                                         
        
     Thomas R. Wyman, Director

          *Each of these signatures is affixed as of February 20, 1996.

                               OSHKOSH B'GOSH, INC.
                                (the "Registrant")
                          (Commission File No. 0-13365)

                                  EXHIBIT INDEX
                                        TO
                         FORM S-8 REGISTRATION STATEMENT

Exhibit                          Incorporated Herein        Filed  Sequential
Number     Description            by Reference To          Herewith  Page No.

4.1    Restated Certificate of      Exhibit 99.1 to the
       Incorporation of             Registrant's Form 8-K
       OshKosh B'Gosh, Inc.         dated October 25, 1995
       (dated March 19, 1985)       (the "Form 8-K")

4.2    Certificate of Amendment      Exhibit 99.2
       to the Restated Certificate   to the Form 8-K
       of Incorporation of OshKosh
       B'Gosh, Inc. (dated May 8,
       1987)

4.3    Certificate of Amendment to   Exhibit 99.3
       the Restated Certificate      to the Form 8-K
       of Incorporation of OshKosh
       B'Gosh, Inc. (dated May 7, 1993)

4.4    Bylaws of OshKosh B'Gosh,     Exhibit 3.2 to
       Inc. (as amended through      the Registrant's Form
       February 20, 1995)            10-K for the year ended
                                     December 31, 1994

5      Opinion of Counsel                                      X

23.1   Consent of Schumaker, Romenesko
         & Associates, S.C.                                    X

23.2   Consent of Ernst & Young LLP                            X

23.3   Consent of Counsel                                  Contained in
                                                           Opinion filed
                                                           as Exhibit 5

24     Powers of Attorney                                  Signature Page
                                                               to this
                                                         Registration Statement

99     OshKosh B'Gosh, Inc.     Exhibit B to the
       1995 Outside Directors'  Registrant's
       Stock Option Plan        1995 Annual
                                Meeting Proxy
                                Statement dated
                                March 27, 1995
EXHIBIT 5
                                                                     (Form S-8)

                                            QUARLES & BRADY
                                       411 East Wisconsin Avenue
                                      Milwaukee, Wisconsin  53202

                                           February 20, 1996

OshKosh B'Gosh, Inc.
112 Otter Avenue
Oshkosh, Wisconsin  54901

Gentlemen:

    We are providing this opinion in connection with the Registration
Statement of OshKosh B'Gosh, Inc. (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed sale of up to 70,000 shares of Class
A Common Stock, one cent ($.01) par value, of the Company (the "Shares")
pursuant to the OshKosh B'Gosh, Inc. 1995 Outside Directors' Stock Option Plan
(the "Plan").  We have examined (i) the Registration Statement; (ii) the
Company's Restated Certificate of Incorporation and Bylaws, each as amended to
date; (iii) the Plan; (iv) corporate proceedings relating to the adoption of
the Plan and the issuance of the Shares; and (v) such other documents and
records as we have deemed necessary in order to render this opinion.  In
rendering this opinion, we have relied as to certain factual matters on
certificates of officers of the Company and of state officials.

     Based upon the foregoing, it is our opinion that:

     1.    The Company is a corporation duly incorporated and validly
           existing under the laws of the State of Delaware.

     2.    The Shares to be sold from time to time pursuant to the Plan which
           are original issuance shares, when issued and paid for as
           contemplated by the Registration Statement and the Plan, will be
           validly issued, fully paid and non-assessable by the Company
           subject to the personal liability which may be imposed on
           shareholders by Section 180.0622(2)(b) of the Wisconsin Business
           Corporation Law, as judicially interpreted, for debts owing to
           employees for services performed, but not exceeding six months
           service in any one case.  Although Section 180.0622(2)(b) provides
           that such personal liability of shareholders shall be "to an
           amount equal to the par value of shares owned by them
           respectively, and to the consideration for which their shares
           without par value was issued," the Wisconsin Supreme Court, by a
           split decision without a written opinion, has affirmed a judgment
           holding shareholders of a corporation liable under the
           substantially identical predecessor statute in effect prior to
           January 1, 1991 (Section 180.40(6)) for unpaid employee wages to
           an amount equal to the consideration for which their par value
           shares were issued rather than the shares' lower stated par value. 
           Local 257 of Hotel and Restaurant Employees and Bartenders
           International Union v. Wilson Street East Dinner Playhouse, Inc.,
           126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983
           decision of the Circuit Court for Dane County, Wisconsin, in Case
           No. 82-CV-0023).  The Wisconsin Supreme Court has held that
OshKosh B'Gosh, Inc.
February 20, 1996
Page 2

           
            Section 180.40(6) applies to shareholders of foreign corporations
            licensed to do business in the State of Wisconsin, which the
            Company is, as well as to shareholders of domestic corporations. 
            Joncas v. Krueger, 61 Wis. 2d 529, 213 N.W. 2d 1 (1973).

    We consent to the filing of this opinion as an Exhibit to the
Registration Statement.  In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.

                                       Very truly yours,

                                       /S/ QUARLES & BRADY

                                        QUARLES & BRADY
EXHIBIT 23.1
                                                                  (Form S-8)

                       Consent of Schumaker, Romenesko & Associates, S.C.

The Board of Directors
OshKosh B'Gosh, Inc.:

    We consent to incorporation by reference in this registration statement on
Form S-8 of OshKosh B'Gosh, Inc., and in the related prospectus materials, of
our report dated February 15, 1993 relating to the consolidated statements of
income, changes in shareholders' equity and cash flows of OshKosh B'Gosh, Inc.
and subsidiaries for the year ended December 31, 1992, which report appears in
the Form 10-K of OshKosh B'Gosh, Inc. for the fiscal year ended December 31,
1994.

SCHUMAKER, ROMENESKO & ASSOCIATES, S.C. 

/S/ SCHUMAKER, ROMENESKO & ASSOCIATES, S.C.

Oshkosh, Wisconsin
February 19, 1996
EXHIBIT 23.2
                                                                  (Form S-8)

                               Consent of Ernst & Young LLP

    We consent to incorporation by reference in this Registration Statement on
Form S-8 of OshKosh B'Gosh, Inc., and in the related prospectus related to the
1995 Outside Directors' Stock Option Plan of our report dated February 6,
1995, with respect to the 1994 and 1993 consolidated financial statements and
schedules of Oshkosh B'Gosh, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission.

                                                        /S/ ERNST & YOUNG LLP

  Milwaukee, Wisconsin                                  Ernst & Young LLP
  February 19, 1996