8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

April 21, 2004

(Date of Report)

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

Delaware		0-13365	39-0519915
(State or other jurisdiction of incorporation or organization)	Commission file number		(IRS Employer Identification Number)
112 Otter Avenue Oshkosh, Wisconsin 54901 (Address of principal executive offices)

(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)

Item 12. Results of Operations and Financial Condition

On April 21, 2004, Oshkosh B'Gosh, Inc. issued a press release announcing certain financial results for the first quarter ended April 3, 2004. A copy of the press release is attached hereto as Exhibit 99.1.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 21, 2004	By: /S/ MICHAEL L. HEIDER
	Michael L. Heider
	Vice President Finance, Treasurer and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

	FOR:	OshKosh B'Gosh, Inc.
	CONTACT:	David L. Omachinski President and Chief Operating Officer, OshKosh B'Gosh, Inc. 920-232-4140
		OR
		Michael L. Heider Vice President Finance, Treasurer and Chief Financial Officer OshKosh B'Gosh, Inc. 920-232-4418
For Immediate Release
	CONTACT:	Investor Relations Cara O'Brien/Melissa Myron Financial Dynamics 212-850-5600

OSHKOSH B'GOSH, INC. REPORTS FIRST QUARTER 2004 RESULTS
Company Reaffirms Fiscal 2004 Guidance

Oshkosh, WI -- April 21, 2004 -- Oshkosh B'Gosh, Inc. (NASDAQ:GOSHA), today reported financial results for its first quarter ended April 3, 2004.

First quarter net sales were $79.5 million versus $99.3 million last year. The first quarter of fiscal 2004 contained 13 weeks compared to 14 weeks in fiscal 2003, which accounts for a portion of the year-over-year sales decline. Softer Spring 2004 bookings, including the impact of the previously announced Kids 'R' Us store closings, resulted in wholesale net sales of $32.1 million compared to $50.5 million in the year-ago period. The Company's first quarter retail comparable store sales (for the comparable 13 week period) increased 1.1%. Retail net sales declined 2.9% to $46.5 million. During the quarter, the Company opened two new Family Lifestyle stores as planned, closed five outlet stores, and ended the quarter with 162 total retail locations.

Gross margin was 38.7% compared to 41.0% for the first quarter of 2003, primarily due to increases in promotional support to wholesale customers combined with an aggressive promotional pricing policy in Company-operated stores undertaken to liquidate excess inventory. Selling, general and administrative expenses decreased to $36.6 million compared to $40.8 million last year due in part to implementation of the Company's initiatives, announced in December, to streamline its operations and workforce in light of the soft wholesale market. Net loss was $1.2 million, or $0.10 per diluted share. Excluding the gain on the sale of the vacant Oshkosh, Wisconsin distribution facility that was sold during the first quarter of 2004, net loss totaled $1.9 million, or $0.16 per diluted share. This compares to net income of $1.3 million, or $0.11 per diluted share, last year.

Douglas W. Hyde, Chairman and Chief Executive Officer, said, "Despite the difficult first quarter results, we believe we have now stabilized the core businesses and can focus on executing our strategic initiatives to revitalize the Company. As we've discussed before, our plan includes reinvigorating the OshKosh brand, improving the core wholesale and outlet store businesses and implementing our Family Lifestyle store strategy, which is our primary growth vehicle.

Mr. Hyde concluded, "While the year ahead will be one of transition, our first quarter results were generally in line with our internal targets and our strategic initiatives are progressing as planned. Additionally, we are confident that our strong balance sheet, with no long-term debt, and industry-leading brand recognition provide us a very solid platform from which to execute our long-term plan. As such, we reaffirm our previously announced guidance for fiscal 2004 of net sales in the range of $390 million to $410 million, with retail sales accounting for approximately 65% of the total, and earnings per share between $0.75 and $0.95."

OshKosh B'Gosh will host a webcast of its first quarter results conference call today at 10:00 a.m., Eastern Time. Investors and the media are invited to listen to the call at the Company's web site, www.oshkoshbgosh.com. An archive of the webcast will be available on the same site.

OshKosh B'Gosh, Inc. is best known as a premier marketer of quality children's apparel and accessories, available in over 50 countries around the world. The Company is headquartered in Oshkosh, Wisconsin.

Statements contained herein that relate to the Company's future performance including, without limitation, statements with respect to the Company's anticipated financial position, results of operations or level of businesses for 2004 or any other future period, are "forward-looking statements" within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements, which are generally indicated by words or phrases such as "plan", "estimate", "guidance", "project", "anticipate", "reaffirm", "the Company believes", "management expects", "currently anticipates", and similar phrases are based on current expectations only and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, projected, or estimated.

Among the factors that could cause actual results to materially differ include the level of consumer spending for apparel, particularly in the children's wear segment; risks associated with competition in the market place, including the financial condition of and consolidations, restructurings and other ownership changes in, the apparel and related products industry and the retail industry, the introduction of new products or pricing changes by the Company's competitors, price deflation in the apparel industry, and the Company's ability to remain competitive with respect to product, service and value; risks associated with the Company's dependence on sales to a limited number of large department and specialty store customers, including risks related to customer requirements for vendor margin support, as well as risks related to extending credit to large customers; risks associated with possible deterioration in the strength of the retail industry, including, but not limited to, business conditions and the economy, natural disasters, and the unanticipated loss of a major customer; risks related to the failure of Company suppliers to timely deliver needed raw materials, risks associated with importing its products using a global transportation matrix and the Company's ability to correctly balance the level of its commitments with actual orders; risks associated with terrorist activities as well as risks associated with foreign operations including global disease management; risks related to the Company's ability to defend and protect its trademarks and other proprietary rights and other risks related to managing intellectual property issues. In addition, the inability to ship Company products within agreed time frames due to unanticipated manufacturing, distribution system or freight carrier delays or the failure of Company contractors to deliver products within scheduled time frames are risk factors in ongoing business. As a part of the Company's product sourcing strategy, it routinely contracts for apparel products produced by contractors in Asia, Africa, Mexico and Central America. If financial, political or other related difficulties were to adversely impact the Company's contractors in these regions, it could disrupt the supply of product contracted for by the Company.

The forward-looking statements included herein are only made as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES
Summary of Net Sales
(In millions)

		Net Sales (in millions)
		Domestic
			Wholesale			Retail			Other		Total
Three months ended:
	April 3, 2004	$	32.1		$	46.5		$	0.9	$	79.5
	April 5, 2003		50.5			47.9			0.9		99.3
	Increase (decrease)	$	(18.4	)	$	(1.4	)	$	--	$	(19.8	)
Percent increase (decrease)			(36.4	%)		(2.9	%)		--		(19.9	%)

OSHKOSH B'GOSH, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)

			April 3, 2004			January 3, 2004*
			(unaudited)
ASSETS
Current assets
	Cash and cash equivalents		$	17,411		$	23,931
	Accounts receivable, net			14,167			16,669
	Inventories			62,205			61,358
	Prepaid expenses and other current assets			8,791			8,316
	Deferred income taxes			9,100			10,100
Total current assets				111,674			120,374
Property, plant and equipment				72,523			72,416
	Less accumulated depreciation and amortization			50,067			48,720
Net property, plant and equipment				22,456			23,696
Non-current deferred income taxes				2,550			2,000
Other assets				5,280			5,855
Total assets			$	141,960		$	151,925
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Accounts payable		$	12,991		$	16,961
	Accrued liabilities			30,140			33,552
Total current liabilities				43,131			50,513
Employee benefit plan liabilities				13,320			13,647
Shareholders' equity
	Preferred stock			--			--
	Common stock:
		Class A		96			94
		Class B		22			22
	Additional paid-in capital			3,183			--
	Retained earnings			85,193			87,649
	Unearned compensation under restricted stock plan			(2,985	)		--
Total shareholders' equity				85,509			87,765
Total liabilities and shareholders' equity			$	141,960		$	151,925
*Condensed from audited financial statements.

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

		Three Month Period Ended
		April 3, 2004			April 5, 2003
Net Sales		$	79,507		$	99,287
Cost of products sold			48,709			58,583
Gross profit			30,798			40,704
Selling, general and administrative expenses			36,594			40,818
Royalty income, net			(2,863	)		(2,213	)
(Gain) loss on sale of assets			(1,037	)		39
Operating income (loss)			(1,896	)		2,060
Other income (expense):
	Interest expense		(49	)		(74	)
	Interest income		67			42
	Miscellaneous		9			6
Other income (expense) -- net			27			(26	)
Income (loss) before income taxes			(1,869	)		2,034
Income taxes (benefit)			(673	)		753
Net income (loss)		$	(1,196	)	$	1,281
Net income (loss) per common share
	Basic	$	(0.10	)	$	0.11
	Diluted	$	(0.10	)	$	0.11
Weighted average common shares outstanding
	Basic		11,693			11,915
	Diluted (including share equivalents)		11,693			12,037
Cash dividends per common share
	Class A	$	0.110		$	0.070
	Class B	$	0.095		$	0.060

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

		Three Month Period Ended
		April 3, 2004			April 5, 2003
Cash flows from operating activities
	Net income (loss)	$	(1,196	)	$	1,281
	Depreciation and amortization		1,575			1,676
	Deferred income taxes		450			580
	Income tax benefit from stock options exercised		2			173
	Items in net income not affecting cash and cash equivalents		(1,186	)		(33	)
	Changes in current assets		1,180			(10,455	)
	Changes in current liabilities		(7,382	)		(6,426	)
Net cash used in operating activities			(6,557	)		(13,204	)
Cash flows from investing activities
	Additions to property, plant and equipment		(472	)		(447	)
	Proceeds from disposal of assets		1,869			31
	Changes in other assets		(120	)		(278	)
Net cash provided by (used in) investing activities			1,277			(694	)
Cash flows from financing activities
	Dividends paid		(1,259	)		(813	)
	Net proceeds from issuance of common shares		19			10
	Repurchase of common shares		--			(2,584	)
Net cash used in financing activities			(1,240	)		(3,387	)
Net decrease in cash and cash equivalents			(6,520	)		(17,285	)
Cash and cash equivalents at beginning of period			23,931			36,198
Cash and cash equivalents at end of period		$	17,411		$	18,913