UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC ~~D.C.~~ 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE SECURITIES EXCHANGE ACT OF 1934~~the

~~Date~~Securities ofExchange ~~Report: October 27,~~Act ~~2003~~of 1934

~~The~~Date ~~William~~of ~~Carter~~report ~~Company~~(Date of earliest event reported): November 4, 2004

~~(Exact~~CARTER’S, ~~name of Registrant as Specified in Charter)~~INC.

	Massachusetts		333-22155	04-1156680
	(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
		The Proscenium 1170 Peachtree Street NE, Suite 900 Atlanta, Georgia		30309
		(Address of Principal Executive Offices)		(Zip Code)
(404) 745-2700
(Registrant’s telephone number including area code)

THE WILLIAM CARTER COMPANY

~~Item~~(Exact 5.Name ~~Other~~of Registrants ~~Events.~~as Specified in Charters)

On October 23, 2003, The William Carter Company’s parent company, Carter’s, Inc., issued a press release announcing that Carter’s had priced its common stock to be sold in its initial public offering at $19.00 per share. A total of 7,187,500 shares will be sold in the public offering. Carter’s will contribute a portion of the net proceeds to The William Carter Company, in order to redeem approximately $61.3 million in principal amount of The William Carter Company’s outstanding 10.875% Senior Subordinated Notes due in 2011, at a redemption price of 110.875% of the principal amount.

Delaware	001-31829	19-3912933
Massachusetts	333-22155	04-1156680
(States of Other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

1170 Peachtree St. NE, Suite 900 Atlanta, Georgia 30309
(Address of Principal Executive Offices) (Zip Code)

Registrants’ telephone number, including area code: (404) 745-2700

(Former Name or Former Address, if Changed Since Last Report)

ACheck ~~copy~~the ofappropriate box below if the ~~press~~ ~~release~~Form ~~with~~8-K ~~respect~~filing is intended to ~~this~~simultaneously ~~transaction~~satisfy isthe ~~filed~~filing asobligation ~~Exhibit~~of ~~99.1~~the ~~hereto~~registrant under any of the following provisions (see General Information A.2. below):

~~Item~~o Written 7.communications ~~Financial~~pursuant ~~Statements,~~to ~~Pro~~Rule ~~Forma~~425 ~~Financial~~under ~~Information~~the ~~and~~Securities ~~Exhibits~~Act (17 CFR 230.425)

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

~~99.1 Press~~o Pre-commencement ~~Release~~communications ofpursuant ~~Carter’s,~~to ~~Inc.,~~Rule ~~issued~~14d-2(b) under the onExchange ~~October~~Act ~~23,~~(17 ~~2003~~CFR 240.14d-2(b))

2o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SIGNATURE~~Item 5.02(d) Election of a New Director.

~~Pursuant~~On November 4, 2004, Carter’s, Inc. (the “Company”) issued a press release announcing that Elizabeth Smith had been elected to its Board of Directors. A copy of this press release is being furnished as Exhibit 99.1 to this Report on Form 8-K. Ms. Smith was also elected to the ~~requirements~~Board of Directors of The William Carter Company, a wholly owned subsidiary of the ~~Securities~~Company. Ms. ~~Exchange~~Smith’s ~~Act~~election to the Board of ~~1934~~Directors is effective as of November 4, 2004. Ms. Smith will serve on the ~~Company~~Compensation Committee ~~has~~of ~~duly~~the ~~caused~~Company's ~~this~~Board ~~report~~of Directors. Pursuant to ~~be signed~~the onCompany’s ~~its~~By-laws, ~~behalf~~Ms. bySmith will serve as a Class 1 Director until the ~~undersigned~~Company’s ~~hereunto~~2007 Annual Meeting of Shareholders and her successor is duly ~~authorized~~elected and qualified.

	By:	/s/ MICHAEL D. CASEY
	Name:		Michael D. Casey
	Title:		Treasurer and Clerk
Date: October 27, 2003

As a Director, Ms. Smith will receive an initial grant of $100,000 worth of Company restricted stock, vesting after three years. Annually, Ms. Smith shall receive director compensation of $60,000 worth of Company restricted stock, vesting after one year, an annual retainer of $20,000, and certain meeting and committee fees.

3Item 9.01 Financial Statements and Exhibits.

~~EXHIBIT INDEX~~(c) Exhibits:

Exhibit No.		Description
99.1		Press Release of Carter’s, Inc., issued on October 23, 2003.

99.1	Press Release issued by the Company on November 4, 2004.

4SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 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


Date: November 8, 2004	By:	/s/ Michael D. Casey
	Name:	Michael D. Casey
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

The following designated exhibits are incorporated by reference or filed with this report, as indicated:

99.1	Press Release issued by the Company on November 4, 2004.

Filing Compare · CARTER WILLIAM CO