SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* FIFTH BERKSHIRE ASSOCIATES LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/23/2003	3. Issuer Name and Ticker or Trading Symbol CARTERS INC [ CRI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,037,150	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FIFTH BERKSHIRE ASSOCIATES LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE FUND V L P (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE FUND IV COINVESTMENT FUND LTD PARTNERSHIP (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKSHIRE INVESTORS LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC ONE BOSTON PLACE, SUITE 3300 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Fifth Berkshire Associates LLC "FBA", as the sole general partner of Berkshire Fund V, Limited Partnership "Fund V" and Berkshire Fund V Coinvestment Fund, Limited Partnership "Coinvest Fund", may be deemed to share voting and dispositive power with respect to the12,933,161 shares of common stock of the Issuer "Common Stock" directly held by Fund V and the 6,103,989 shares of Common Stock directly held by Coinvest Fund (see Exhibit 99 to this Form 3). FBA disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest in such shares.

	By: /s/ Bradley M. Bloom, Managing Director of Fifth Berkshire Associates LLC	10/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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