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

July 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 7. Financial Statements and Exhibits

3. Exhibits

The exhibit is furnished pursuant to Item 12. The information included in this Report, including exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Exhibit No.	Description
99.1	Press Release of Oshkosh B'Gosh, Inc., dated July 21, 2004.

Item 12. Results of Operations and Financial Condition

On July 21, 2004, Oshkosh B'Gosh, Inc. issued a press release announcing certain financial results for the second quarter ended July 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:  July 21, 2004	By: /S/ MICHAEL L. HEIDER
	Michael L. Heider
	Vice President Finance, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release of Oshkosh B'Gosh, Inc., dated July 21, 2004.

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 SECOND QUARTER 2004 RESULTS
~ Company Reaffirms Fiscal 2004 Outlook ~

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

For the second quarter, net sales were $83.1 million compared to $84.5 million last year. A 1.6% comparable store sales increase combined with ten additional stores, resulted in retail net sales gaining 4.5% to $53.5 million during the second quarter. The wholesale business contributed $29.0 million compared to $32.7 million last year. Unit shipments in the wholesale business declined due to the previously announced Kids 'R' Us store closings and lower Summer 2004 bookings. During the quarter, the Company opened five Family Lifestyle stores, part of the initial rollout of this new retail concept, and added one outlet store. The quarter ended with 168 total retail locations, including eight Family Lifestyle stores.

Gross margin increased 190 basis points to 38.2% from 36.3%. Selling, general and administrative expenses increased to $37.0 million compared to $35.5 million primarily due to the Company's investments in launching its Family Lifestyle Concept, which were partially offset by cost containment efforts in various corporate support functions. Net loss was $1.6 million, or $0.14 per diluted share, comparedto a net loss of $1.9 million, or $0.16 per diluted share, last year.

For the first six months, net sales were $162.6 million compared to $183.8 million last year. Reflecting a first quarter characterized by promotional support to wholesale customers combined with aggressive in-store promotional initiatives, net loss totaled $2.8 million, or $0.24 per diluted share. Excluding the gain on the sale of the vacant OshKosh, Wisconsin distribution facility that was sold in the first quarter, net loss was $3.5 million, or $0.30 per diluted share, versus a net loss of $0.6 million, or $0.05 per diluted share, in the prior six-month period.

Douglas W. Hyde, Chairman and Chief Executive Officer, said, "While challenges remain, we are encouraged by the results of our second quarter. Our core business remained stable and we began to see a gradual improvement in key metrics such as gross margin and comparable store sales. Additionally, our efforts to improve the design of our product are paying dividends. Our merchandise offering more accurately communicates our vision for the brand and has received a warm response from our customers."

Mr. Hyde concluded, "Given these positive indicators, we believe we are on the right track to further strengthen our brand and drive additional sales of OshKosh B'Gosh products to our wholesale accounts and in our retail stores going forward. As we said at the beginning of the year, we are managing through a year of transition. However, we are seeing encouraging signs that the initiatives we have been discussing for some time are beginning to gain momentum that will carry into the second half of the year. As such, we are comfortable reiterating the outlook we first gave earlier this year for net sales in the range of $390 million to $410 million, with retail sales accounting for approximately 65% of the total, and earnings per diluted 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","outlook", "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 into the United States under current and future customs and quota rules and regulations which are becoming more stressed, risks associated with importing its products using a global transportation matrix including independent truckers 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 o f 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
Condensed Consolidated Balance Sheets
(In thousands)

			July 3, 2004			January 3, 2004*
			(unaudited)
ASSETS
Current assets
	Cash and cash equivalents		$	6,490		$	23,931
	Accounts receivable, net			14,048			16,669
	Inventories			74,515			61,358
	Prepaid expenses and other current assets			10,505			8,316
	Deferred income taxes			8,300			10,100
Total current assets				113,858			120,374
Property, plant and equipment				74,402			72,416
	Less accumulated depreciation and amortization			51,129			48,720
Net property, plant and equipment				23,273			23,696
Non-current deferred income taxes				2,250			2,000
Other assets				5,280			5,855
Total assets			$	144,661		$	151,925
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
	Accounts payable		$	19,259		$	16,961
	Accrued liabilities			29,322			33,552
Total current liabilities				48,581			50,513
Employee benefit plan liabilities				13,127			13,647
Shareholders' equity
	Preferred stock			--			--
	Common stock:
		Class A		96			94
		Class B		22			22
	Additional paid-in capital			3,321			--
	Retained earnings			82,321			87,649
	Unearned compensation under restricted stock plan			(2,807	)		--
Total shareholders' equity				82,953			87,765
Total liabilities and shareholders' equity			$	144,661		$	151,925
*Condensed from audited financial statements.

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

		Three-Month Period Ended						Six-Month Period Ended
		July 3, 2004			July 5, 2003			July 3, 2004			July 5, 2003
Net Sales		$	83,081		$	84,546		$	162,588		$	183,833
Cost of products sold			51,309			53,846			100,018			112,429
Gross profit			31,772			30,700			62,570			71,404
Selling, general and administrative expenses			36,966			35,527			73,560			76,345
Royalty income, net			(2,594	)		(1,953	)		(5,457	)		(4,166	)
(Gain) loss on sale of assets			(64	)		(28	)		(1,101	)		10
Operating loss			(2,536	)		(2,846	)		(4,432	)		(785	)
Other income (expense):
	Interest expense		(51	)		(183	)		(100	)		(257	)
	Interest income		46			54			113			96
	Miscellaneous		--			--			9			5
Other income (expense) - net			(5	)		(129	)		22			(156	)
Loss before income taxes			(2,541	)		(2,975	)		(4,410	)		(941	)
Income tax benefit			(928	)		(1,101	)		(1,601	)		(348	)
Net loss		$	(1,613	)	$	(1,874	)	$	(2,809	)	$	(593	)
Net loss per common share
	Diluted	$	(0.14	)	$	(0.16	)	$	(0.24	)	$	(0.05	)
Weighted average common shares outstanding
	Diluted		11,751			11,869			11,722			11,893
Cash dividends per common share
	Class A	$	0.110		$	0.070		$	0.220		$	0.140
	Class B	$	0.095		$	0.060		$	0.190		$	0.120
See notes to condensed consolidated financial statements.

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

		Six-Month Period Ended
		July 3, 2004			July 5, 2003
Cash flows from operating activities
	Net loss	$	(2,809	)	$	(593	)
	Depreciation and amortization		3,143			3,431
	Deferred income taxes		1,550			3,250
	Income tax benefit from stock options exercised		16			254
	Items in net loss not affecting cash and cash   equivalents		(1,262	)		149
	Changes in current assets		(12,725	)		(20,804	)
	Changes in current liabilities		(1,932	)		(8,216	)
Net cash used in operating activities			(14,019	)		(22,529	)
Cash flows from investing activities
	Additions to property, plant and equipment		(2,903	)		(1,391	)
	Proceeds from disposal of assets		2,068			126
	Changes in other assets		(210	)		(375	)
Net cash used in investing activities			(1,045	)		(1,640	)
Cash flows from financing activities
	Short-term borrowings		--			3,900
	Dividends paid		(2,519	)		(1,622	)
	Net proceeds from issuance of common shares		142			358
	Repurchase of common shares		--			(2,801	)
Net cash used in financing activities			(2,377	)		(165	)
Net decrease in cash and cash equivalents			(17,441	)		(24,334	)
Cash and cash equivalents at beginning of period			23,931			36,198
Cash and cash equivalents at end of period		$	6,490		$	11,864
See notes to condensed consolidated financial statements.

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

		Net Sales (in millions)
		Domestic
			Wholesale			Retail			Other		Total
Three months ended:
	July 3, 2004	$	29.0		$	53.5		$	0.6	$	83.1
	July 5, 2003		32.7			51.2			0.6		84.5
	Increase (decrease)	$	(3.7	)	$	2.3		$	--	$	(1.4	)
Percent increase (decrease)			(11.3	%)		4.5	%		--		(1.7	%)
Six months ended:
	July 3, 2004	$	61.1		$	100.0		$	1.5	$	162.6
	July 5, 2003		83.2			99.1			1.5		183.8
	Increase (decrease)	$	(22.1	)	$	0.9		$	--	$	(21.2	)
Percent increase (decrease)			(26.6	%)		0.9	%		--		(11.5	%)