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      Oshkosh B'Gosh, Inc.      
(Exact name of registrant as specified in its charter)

(920) 231-8800
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    X        No       .

Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes     X        No      .

As of October 15, 2004, there were outstanding 9,584,155 shares of Class A Common Stock and 2,183,026 shares of Class B Common Stock.

FORM 10-Q
OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
INDEX

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

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)

The condensed consolidated financial statements included herein have been prepared by the Company without audit. However, the foregoing statements contain all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of Company management, necessary to present fairly the financial position as of October 2, 2004, and the results of operations for the three-month and nine-month periods ended October 2, 2004 and October 4, 2003 and cash flows for the nine-month periods ended October 2, 2004 and October 4, 2003. Certain prior year amounts have been reclassified to conform with the current year presentation.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 2003 Annual Report.

In March 2004, the Emerging Issues Task Force reached a consensus on Issue 03-6, "Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings Per Share" (EITF 03-6). EITF 03-6 provides guidance in determining when the two-class method, as defined in Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share" must be utilized in calculating earnings per share.

The Company maintains two classes of common stock -- Class A and Class B common stock. Shares of Class B common stock may be converted to an equal number of Class A common shares, without restriction. The Company's common stock authorization provides that dividends must be paid on both the Class A and Class B common stock at any time that dividends are paid on either. Whenever dividends (other than dividends of Company stock) are paid on the common stock, each share of Class A common stock is entitled to receive 115% of the dividend paid on each share of Class B common stock.

The Company adopted the provisions of EITF 03-6 in the quarter ended July 3, 2004. This pronouncement requires, in periods of income, separate presentation of basic earnings per common share under the two-class method. Prior period amounts have been retroactively presented to conform with the provisions of EITF 03-6. Adoption of EITF 03-6 did not result in a change in the Company's diluted earnings per common share for any of the periods presented as the if-converted method is more dilutive than the two-class method.

A summary of inventories follows:

The replacement cost of inventory exceeds the above LIFO costs by $10,515 at October 2, 2004 and January 3, 2004.

The Company accounts for its defined benefit pension plans under the provisions of SFAS No. 87, "Employers' Accounting for Pensions," including the enhanced disclosures outlined in SFAS No. 132R, "Employers' Disclosure about Pensions and other Postretirement Benefits."

The Company's net periodic pension cost is comprised of the following components:

During 2004, the Company made contributions totaling $755 to one of its defined benefit pension plans.  The Company's 2004 minimum and maximum funding levels for its qualified defined benefit pension plans are $0 and $7,287, respectively.  The Company intends to fund the qualified plans annually in an amount sufficient to have plan assets exceed the accumulated benefit obligation at year end while remaining in compliance with federal laws and regulations.

The assumptions used in the valuation of the Company's pension plans and the target investment allocations have remained the same as those disclosed in the Company's 2003 annual report.

The Company has elected to follow Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its employee stock options. Under APB No. 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant and the number of shares granted is fixed, no compensation expense is recognized.

The OshKosh B'Gosh, Inc. 2004 Incentive Stock Plan as adopted by the Board of Directors on February 17, 2004, was approved by the Company's shareholders at its annual shareholders' meeting on May 4, 2004. The Plan, which became effective August 1, 2004, permits stock option and restricted stock grants covering a maximum of 1,350,000 shares of Class A Common Stock. The Company's prior Incentive Stock Plans expired in August 2004 with approximately 250,000 shares available for grant. Stock options granted under these plans generally have ten-year terms and vest ratably over a four-year period following date of grant.

The following pro forma information regarding net income and income loss per share required by SFAS No. 123, "Accounting for Stock-Based Compensation," has been determined as if the Company had accounted for its employee stock options under the fair value method of that statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2004 and 2003, respectively: risk-free interest rates of 4.13% and 3.90%; annual dividends of $0.44 and $0.28; volatility factors of the expected market price of the Company's common stock of 0.429 and 0.364; and a weighted-average expected life of the option of approximately eight years. Changes in these subjective assumptions can significantly affect the fair value calculations.

The estimated fair values of the options are amortized to expense over the options' vesting periods.

On February 10, 2004, the Company issued 129,700 shares of restricted stock to certain key employees. The restrictions lapse over four years based on attainment of certain financial performance targets and continued employment. Unearned compensation under the restricted stock plan as reflected on the balance sheet was recorded based on the fair market value of the shares issued. Under APB No. 25, compensation expense is reflected over the period in which services are performed and when the financial performance targets have been met.

The Company designs, sources and markets apparel products using primarily the OshKosh B'Gosh and related brands. The apparel products are primarily marketed in two distinct distribution channels: domestic wholesale and through Company-owned retail stores including its Family Lifestyle stores. The Company designs and sources product to meet the needs of these distribution channels through a single procurement business unit.

Certain operations have been segregated into segments as defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." The Company manages its business operations by periodic analysis of business unit results. For this purpose, domestic wholesale, retail and procurement are separately identified for management reporting and are considered segments as defined by SFAS No. 131.

Management evaluates the operating performance of each of its business units based on income from operations as well as return on net assets. For this purpose, product is transferred from procurement to the domestic wholesale and retail business units at cost. However, procurement receives a markup on product sold by the Company's wholesale and retail business units. Accounting policies used for segment reporting are consistent with the Company's overall accounting policies, except that inventories are valued on a FIFO basis. In addition, interest income, interest expense, certain corporate office expenses, gain (loss) on sale of assets and the effects of the LIFO inventory valuation method are not allocated to individual business units, and are included in the All Other/Corporate column below.

Segment assets include all assets used in the operation of each business unit, including accounts receivable, inventories and property, plant and equipment. Certain other corporate assets that cannot be specifically identified with the operation of a business unit are not allocated. Financial information for the Company's reportable segments follows (in thousands):

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company's wholesale sales were adversely affected by the decision of a major customer to close 146 retail stores in January 2004 and softer 2004 unit bookings.

The Company's retail stores experienced a 2.7% third quarter comparable store sales decrease and a 0.4% year-to-date comparable store sales decrease. The comparable store sales decreases are attributable to markdowns taken to support sales levels and liquidate excess inventory.

The Company experienced an increase in its gross margin percentage, due in part to a higher proportion of our own retail sales (with higher gross margins) to total sales and our internal focus on more efficient supply chain execution.

The Company opened an additional Lifestyle store during the quarter. Operating costs for Lifestyle stores opened subsequent to October 4, 2003 were offset by Company cost containment initiatives.

Sales of Genuine Kids from Oshkosh product, available exclusively at Target stores, generated royalty income in the third quarter of 2004 of approximately $1.1 million, compared to $1.3 million in the third quarter of 2003. Other license income from the Oshkosh B'Gosh label, both domestically and internationally, was affected by the same pressures as our wholesale business and is generally comparable with license income earned in the third quarter of 2003.

The Company's balance sheet, with no long-term debt and sufficient working capital, leaves the Company well-positioned to invest in the expansion of its Family Lifestyle store concept.

A more detailed analysis of the Company's results of operations and financial condition follows:

The following table sets forth, for the periods indicated, selected Company statement of operations data expressed as a percentage of net sales.