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. 1994 INCENTIVE STOCK 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          1,400,000 shares   (2)(3)    $20,309,750       $7,004
   __________________________________________________________________________

   (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  1,400,000  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 143,800  shares underlying  the  outstanding
         options  granted at  $14.50 per  share, (ii)  the  aggregate exercise
         price  for  the  6,000  shares  underlying  the  outstanding  options
         granted  at  $16.125  per  share,  and  (iii)  as  to  the  remaining
         1,250,200 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)   The actual offering price will be  determined in accordance with  the
         terms of  the Plan.   However, with respect  to stock  options, in no
         event shall such price be less than 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-
<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                                                     
                                                 Charles F. Hyde, Director
 Douglas W. Hyde, Chairman of the Board,
    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.



<PAGE>
                                         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     Exhibit 99.1 to the
         of 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          to the Form 8-K
         Certificate of
         Incorporation of OshKosh
         B'Gosh, Inc. (dated May 8,
         1987)

4.3      Certificate of Amendment  Exhibit 99.3
         to the Restated           to the Form 8-K
         Certificate 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 A to the
         1994 Incentive Stock   Registrant's
         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 1,400,000 shares  of
Class A Common Stock, one cent ($.01) par value, of the Company (the "Shares")
pursuant to the OshKosh  B'Gosh, Inc. 1994 Incentive Stock  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


<PAGE>

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




            

             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
             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



<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
1994 Incentive 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. 1994 INCENTIVE STOCK 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          1,400,000 shares   (2)(3)    $20,309,750       $7,004
   __________________________________________________________________________

   (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  1,400,000  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 143,800  shares underlying  the  outstanding
         options  granted at  $14.50 per  share, (ii)  the  aggregate exercise
         price  for  the  6,000  shares  underlying  the  outstanding  options
         granted  at  $16.125  per  share,  and  (iii)  as  to  the  remaining
         1,250,200 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)   The actual offering price will be  determined in accordance with  the
         terms of  the Plan.   However, with respect  to stock  options, in no
         event shall such price be less than 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                                                     
                                                 Charles F. Hyde, Director
 Douglas W. Hyde, Chairman of the Board,
    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     Exhibit 99.1 to the
         of 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          to the Form 8-K
         Certificate of
         Incorporation of OshKosh
         B'Gosh, Inc. (dated May 8,
         1987)

4.3      Certificate of Amendment  Exhibit 99.3
         to the Restated           to the Form 8-K
         Certificate 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 A to the
         1994 Incentive Stock   Registrant's
         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 1,400,000 shares  of
Class A Common Stock, one cent ($.01) par value, of the Company (the "Shares")
pursuant to the OshKosh  B'Gosh, Inc. 1994 Incentive Stock  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
OshKosh B'Gosh, Inc.
February 20, 1996
Page 2

            

             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
             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
1994 Incentive 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