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 OF SECURITIES 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * WHETZEL CHARLES E JR   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 VP - Global Sourcing (Last) (First) (Middle) C/O CARTER'S, INC., THE PROSCENIUM,, 1170 PEACHTREE STREET NE, SUITE 900 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2005 (Street) ATLANTA, GA 30309 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/13/2005   A(1)   20,000 A $ 0 249,160 (6) D   Common Stock 12/15/2005   G V 175 (2) D $ 0 248,985 D   Common Stock 12/15/2005   G V 175 (2) D $ 0 248,810 D   Common Stock 12/15/2005   G V 175 (2) D $ 0 248,635 D   Common Stock 12/15/2005   G V 175 (2) D $ 0 248,460 D   Common Stock 12/15/2005   G V 175 (2) (3) D $ 0 248,285 D   Common Stock 12/15/2005   G V 175 (2) (3) D $ 0 248,110 D   Common Stock 12/15/2005   G V 175 (2) (3) D $ 0 247,935 D   Common Stock 12/15/2005   G V 175 (2) (3) D $ 0 247,760 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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 Buy)

$ 44.01

05/13/2005

A

30,000

(4)

05/13/2012

Common Stock

30,000

$ 0

30,000

D

Employee Stock Option (Right to Buy)

$ 6.16

(5)

08/15/2011

Common Stock

194,844

194,844

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WHETZEL CHARLES E JR C/O CARTER'S, INC., THE PROSCENIUM, 1170 PEACHTREE STREET NE, SUITE 900 ATLANTA, GA 30309			Executive VP - Global Sourcing

Signatures

/s/ Charles E. Whetzel, Jr.		12/22/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are subject to restrictions that lapse upon the satisfaction of certain time and service conditions.
(2)	Gift to child not sharing the same household.
(3)	Mr. Whetzel gifted 700 shares to his wife who subsequently gifted the shares to Mr. and Mrs. Whetzel's children in equal increments of 175 shares.
(4)	These options are time options exercisable in four equal annual installments beginning on May 13, 2006.
(5)	These options are exercisable in five equal annual installments beginning on August 15, 2002.
(6)	The total number of shares reflects the subtraction of 2,784 shares that Mr. Whetzel gifted to children not sharing the same household on December 17, 2004, as reported on a Form 5 that was filed on February 15, 2005. Mr. Whetzel is not deemed to beneficially own these shares for Section 16 purposes.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.