UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~OR 15~~(d) Date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event reported) June ~~Act~~29, ~~of 1934~~2005

~~Date of~~Carter’s, ~~Report~~Inc. The ~~(Date~~William ofCarter ~~earliest event reported) June 22, 2005~~Company

Carter’s, Inc. The William Carter Company
(Exact name of each registrant as specified in its charter)
Delaware Massachusetts	001-31829 333-22155	13-3912933 04-1156680
(States or other jurisdiction of incorporation)	(Commission File Numbers)	(I.R.S. Employer Identification Nos.)

(Exact name of each registrant as specified in its charter)

Delaware Massachusetts		001-31829 333-22155		13-3912933 04-1156680
(States or other jurisdiction of incorporation)		(Commission File Numbers)		(I.R.S. Employer Identification Nos.)

The Proscenium
1170 Peachtree Street NE, Suite 900
Atlanta, Georgia 30309

(Address of principal executive offices, including zip code)

(404) 745-2700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreement.

On June 22, 2005, The William Carter Company (“TWCC”), a wholly-owned subsidiary of Carter’s, Inc. (“Carter’s”) entered into the First Supplemental Indenture (the “Supplemental Indenture”), dated as of June 22, 2005, among TWCC, the guarantors party thereto, and U.S. Bank National Association (as successor to State Street Bank and Trust Company) (“U.S. Bank”), as trustee. The Supplemental Indenture amends the indenture (the “Indenture”) dated August 15, 2001 by and among TWCC, the guarantors party thereto, and U.S. Bank by eliminating substantially all of the restrictive covenants and certain events of default contained in the Indenture.

The foregoing summary of the Supplemental Indenture is subject to, and qualified in its entirety by, the Supplemental Indenture attached as Exhibit 2.1, and incorporated herein by reference.

Item 8.01. Other Events and Regulation FD Disclosure.

On June 22 29, 2005, Carter’s, Inc. (“Carter’s”) issued a press ~~release~~ release announcing the ~~results~~pricing toterms ~~date~~ of the previously announced cash tender offer and consent solicitation by its subsidiary, The William Carter Company (“TWCC”), for its outstanding 10.875% Senior Subordinated Notes due 2011 (the “Notes”). AsThe total consideration for each $1,000 principal amount of Notes validly tendered and not revoked prior to 5:00 p.m., New York City time, on June 22, 2005 (the “Consent Payment Deadline”) is $1,123.21, which ~~was~~includes ~~the~~a ~~deadline~~consent ~~for~~payment ~~holders~~of to$30.00. The ~~tender~~total consideration ~~their~~was ~~Notes~~determined inby ~~order~~reference to ~~receive~~ ~~the~~a ~~consent~~fixed ~~payment~~spread inof ~~connection~~50 ~~with~~basis points over the ~~offer,~~bid-side ~~tenders~~yield ~~and~~of ~~consents had~~the ~~been~~2-3/8 ~~received~~percent ~~from~~U.S. ~~holders~~Treasury ofNote ~~$113~~due August 15,~~425~~ 2006,~~000~~ inwhich ~~aggregate~~was ~~principal~~calculated ~~amount~~at ~~of the~~2:00 ~~Notes~~p.m., ~~representing~~New ~~approximately~~York ~~99.7%~~City oftime, ~~the~~on ~~outstanding~~June ~~Notes~~29, 2005. The reference yield and the tender offer ~~remains~~yield ~~open~~are ~~until~~3.600% ~~9:00 a~~and 4.m100%, respectively. In addition, ~~New~~ ~~York~~holders ~~City~~will ~~time~~receive accrued and unpaid interest on ~~July 14~~the Notes up to, ~~2005~~but not including, ~~which~~the ispayment ~~extended~~date ~~from~~for ~~9:00 a.m.,~~the ~~New~~offer, ~~York~~which ~~City~~is ~~time,~~expected to be on or about July 8 14, 2005. As of the ~~The~~Consent ~~total~~Payment ~~consideration~~Deadline, TWCC had received tenders and consents for 100% of the outstanding Notes. The tender offer ~~consideration~~is ~~will~~scheduled ~~be determined~~to asexpire ofat 29:00 p a.m., New York City time, on ~~June 29~~July 14, 2005, ~~which~~ isunless ~~10 business days prior to the new expiration date~~extended.

Item 9.01. Financial Statements and Exhibits.

Exhibit 2 99.1 ~~Supplemental~~ Press Release ~~Indenture~~of Carter’s, Inc., dated June 22 29, 2005

Exhibit 99.1 Press Release of Carter’s, Inc., dated June 22, 2005

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARTER’S, INC.
	THE WILLIAM CARTER COMPANY
June 23, 2005	By:	/s/ Michael D. Casey
June 30, 2005	By:	/s/ Michael D. Casey
		Michael D. Casey
		Executive Vice President and Chief Financial Officer
		Executive Vice President and
		Chief Financial Officer

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