Sec Form 4 Filing - ROWAN FREDERICK J II @ CARTERS INC - 2007-05-01

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 ROWAN FREDERICK J II 2. Issuer Name and Ticker or Trading Symbol CARTERS INC [ CRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CARTER'S, INC., THE PROSCENIUM, 1170 PEACHTREE ST. NE, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2007 (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 05/01/2007 M 64,100 A $ 0.75 64,100 D Common Stock 05/01/2007 S 64,100 D $ 26.0247 ( 1 ) 0 D Common Stock 05/02/2007 M 73,900 A $ 0.75 73,900 D Common Stock 05/02/2007 S 73,900 D $ 26.2386 ( 2 ) 0 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 Secu rity: 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 Rolled Employee Stock Option (Right to Buy) $ 0.75 05/01/2007 M 64,100 ( 3 ) 08/15/2011 Common Stock 622,256 $ 0 622,256 D Rolled Employee Stock Option (Right to Buy) $ 0.75 05/02/2007 M 73,900 ( 3 ) 08/15/2011 Common Stock 73,900 $ 0 548,356 D Performance Employee Stock Option (Right to Buy) $ 22.01 ( 4 ) 05/13/2012 Common Stock 400,000 400,000 D Employee Stock Option (Right to Buy) $ 3.08 ( 5 ) 08/15/2011 Common Stock 1,060,710 1,060,710 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROWAN FREDERICK J II C/O CARTER'S, INC., THE PROSCENIUM 1170 PEACHTREE ST. NE, SUITE 900 ATLANTA, GA30309 X Chief Executive Officer Signatures /s/ Fredrick J. Rowan, II 05/03/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected through multiple trade executions, with a weighted average price of $26.0247. ( 2 )This transaction was effected through multiple trade executions, with a weighted average price of $26.2386. ( 3 )These options became 100% exercisable upon the date of Mr. Rowan's Restated Stock Option Agreement on August 15, 2001. ( 4 )These options are performance options that vest upon the achievement of defined performance criteria. ( 5 )These options are all exercisable.

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).

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