CARTERS INC — Director's Dealing 2011

May 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2011-05-03

Reporting Person: CASEY MICHAEL DENNIS (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	Common Stock	M	243488	$3.08	Acquired	696177	Direct
2011-05-03	Common Stock	F	110000	$29.14	Disposed	586177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-03	Employee Stock Option (Right to Purchase)	$3.08	M	243488	Disposed	2011-08-15	Common Stock (243488)	Direct

Footnotes

F1: The proceeds generated by the sales reported in this transaction will be remitted to the Issuer to cover the exercise price of, and to satisfy the estimated tax withholding obligations resulting from, the exercise of a stock option to purchase 243,488 shares of the Issuer. This stock option was granted on August 15, 2001 and is scheduled to expire on August 15, 2011.

F2: The transaction reported in this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan.

F3: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $28.91 to $29.75, inclusive. 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.

F4: All these options were exercisable as of the transaction date.