CARTERS INC — Director's Dealing 2010

May 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2010-05-08

Reporting Person: Lynch Brian (EVP Brand Leader)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-08	Common Stock	F	324	$30.26	Disposed	24399	Direct

Footnotes

F1: The transaction reported in this Form 4 reflects withholding of shares of common stock to satisfy tax withholding obligations resulting from the vesting of restricted stock.

F2: Some of these restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.