EXHIBIT 4.1


NUMBERS                                                                SHARES

 -[no]-                                                             -[shares]-

                         [Trademark for Carter's, Inc.]

         "IF THEY COULD JUST STAY LITTLE `TIL THEIR CARTER'S WEAR OUT."

COMMON STOCK                                                    SEE REVERSE FOR
PAR VALUE $.01 PER SHARE                                     CERTAIN DEFINITIONS

                                                              CUSIP 146229 10 9

This certifies that [name]

is the owner of [amount]

Fully paid and nonassessable shares of the common stock, par value $.01 per
share, of Carter's, Inc., transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed.

                            **CERTIFICATE OF STOCK**

This Certificate is not valid until countersigned and registered by the Transfer
Agent and the Registrar. This stock certificate is transferable in New York, NY.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:  **SPECIMEN**                 **SPECIMEN**
           COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY
                                      New York, NY TRANSFER AGENT AND REGISTRAR





      /s/ MICHAEL D. CASEY                      /s/ FREDERICK J. ROWAN, II
-----------------------------------         -----------------------------------
    Executive Vice President                     Chief Executive Officer
          Secretary                                     President


                                [Corporate Seal]

                          [Reverse Side of Certificate]

                            RESTRICTIONS ON TRANSFER

     The securities represented by this Certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold, offered for
sale, pledged or hypothecated in the absence of an effective registration
statement as to the securities under said Act or an opinion of counsel
satisfactory to the Corporation and its counsel that such registration is not
required.

                                CLASSES OF STOCK

     The preferences, voting powers, qualifications and special and relative
rights of the shares of stock of each class and series of the Corporation are
set forth in its Certificate of Incorporation. The Corporation will furnish a
copy of the Certificate of Incorporation to the holder of this certificate
without charge upon written request.

                                   ASSIGNMENT

     For value received, the undersigned hereby sells, assigns and transfers
to ___________________________ shares of the capital stock represented by
this Certificate, and hereby irrevocably constitutes and appoints
_______________________ attorney to transfer such stock on the books of the
Corporation with full power of substitution in the premises.





Dated _________________, _____


                           ---------------------------------------------------
                           Signature of registered owner corresponding exactly
                           to the name of such owner as written on the face
                           of this certificate


--------------------------------------
Witness