Sec Form 4 Filing - BROWN DAVID ALAN @ CARTERS INC - 2009-05-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BROWN DAVID ALAN 2. Issuer Name and Ticker or Trading Symbol CARTERS INC [ CRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 1170 PEACHTREE STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2009 (Street) ATLANTA, GA30309 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/14/2009 S 13,205 ( 1 ) D $ 20.815 ( 2 ) 383,379 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Purchase) $ 3.08 ( 3 ) 08/15/2011 Common Stock 389,688 389,688 D Employee Stock Option (Right to Purchase) $ 22.01 ( 3 ) 05/13/2015 Common Stock 60,000 60,000 D Employee Stock Option (Right to Purchase) $ 14.18 ( 4 ) 07/01/2018 Common Stock 40,000 40,000 D Employee Stock Option (Right to Purchase) $ 18.14 ( 5 ) 03/12/2019 Common Stock 20,000 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROWN DAVID ALAN 1170 PEACHTREE STREET SUITE 900 ATLANTA, GA30309 Executive Vice President Signatures /s/Brendan M. Gibbons, Attorney-in-Fact for David A. Brown 05/18/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The proceeds generated by the sales reported in this transaction will be remitted to the Company to satisfy tax withholding obligations resulting from the vesting of restricted stock. ( 2 )This transaction was effected through multiple trade executions with a price range between $20.80 and $20.86. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price. ( 3 )These options are all exercisable. ( 4 )These time options are exercisable in four equal annual installments beginning on July 1, 2009. ( 5 )These time options are exercisable in four equal annual installments beginning on March 12, 2010

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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