Exhibit 14    Carters Code of Business Ethics and Professional Conduct     Code of
Business Ethics and
Professional Conduct   Table of
Contents  VISION AND VALUESCarters
  philosophy & corporate culture
  1Vision
  statement & values
  1Carters
  values
  2-4Zero
  tolerance
  5CODE OF BUSINESS ETHICS
  ANDPROFESSIONAL
  CONDUCTPersonal
  conduct
  6Conduct in the workplace
  6Conflict of interest
  7Corporate opportunities
  8Compliance and honesty
  8Company
  property, records & systems
  9Confidential information
  9Preparing company records
  10Government filings
  and disclosureThe media
  11Links to company policies
  12Waivers and amendments
  12Whom to call if
  you have questions; Reporting violations
  1213COMPLIANCE AGREEMENT
  14   
   Carters philosophy and
corporate culture  The William Carter Company,
founded in 1865 in Needham, Massachusetts, is one of the oldest, largest, and
most-recognized branded marketers of baby and young childrens apparel in the
U.S. Our 137+ year heritage of quality and value has earned the respect and
trust of generations of families. Today, Carters continues
that tradition with a company that addresses todays consumers, todays
employees, and todays children. Based on the belief that childhood is a
celebration, our brand is all about creating products for children that are
distinguished by quality and creative art and color. By celebrating childhood, we
honor the creativity and imagination in children and we foster an emotional
connection to children and their families. Carters strives to be a
great company to do business with, to have as a neighbor, and to work for. Our
Vision Statement encompasses our values and beliefs. We strive to conduct our
business in a manner that reflects this vision: At
Carters, we embrace creative leadership, innovative teamwork and a winning
spirit to be the best for the benefit of our customers, our consumers, our
employees and our shareholders.   1 
   CARTERS
VALUES   Carters
strives to be a great company to do
business with  We provide the highest level of quality,
service and value to our customers, our employees, and our business partners.
We are fair, honest and trustworthy in all of our business practices; obey the
laws, rules and regulations of the United States and every state and country we
do business in; uphold our own exacting operating standards, which exceed those
set by our industry; and conduct all of our business in a manner that respects
the rights and property of others, and cultivates community and integrity. We
will do business only with those business partners whose practices are
compatible with our vision.   Ethical
global sourcing  Carters contracts work with vendors in the
U.S. and countries around the world. The Carters Vendor Compliance Policy
requires that each of our vendors conforms to our vision, values, and legal and
ethical standards in all of their business practices, especially with respect
to human rights and labor as expressed in their employee practices and
policies. We treat our employees with respect and dignity, provide proper
compensation and a clean, safe, and healthy work environment, and we expect the
same from our vendors. We will terminate business dealings with any vendor that
violates our standards. (For more
information, please refer to the Carters Vendor Compliance Policy, posted on
our Intranet site.)   2 
   Carters
strives to be a great company to have
as a neighbor  We are a responsible and responsive corporate
citizen in the communities in which we and our customers live and conduct
business. Carters is a long-time participant in community affairs and a
dedicated supporter of community programs and charitable organizations whose
mission, like ours, is the welfare of children. We contribute to charities that
are attendant to childrens health, growth (mental, physical, and emotional)
and education, as well as to the needs of disadvantaged children and their
families.  Employees throughout the Carters
organization are avid participants in our charitable causes, giving generously
of their time, efforts and donations. Carters encourages and fully supports
employee volunteerism and charitable giving.   Environmental
responsibility  We maintain a safe and healthy work
environment and manage our business in ways that respect the environment,
complying with all environmental, health and safety laws.       3 
   Carters
strives to be a great
company to work for  Carters is an equal opportunity employer. We
endeavor to ensure equal employment and advancement opportunities based on qualifications
and performance without regard to race, color, religion, national origin, sex,
age, disability, marital status, or sexual orientation. We provide a clean,
safe, healthy and drug-free work environment for our employees that is
harmonious and conducive to productivity; encourage employees personal and
professional growth through ongoing training programs and other development
opportunities; and provide competitive compensation and benefits packages,
including:                Compensation Top pay for outstanding performance               Insurance Medical, Dental, Life, Personal Accident, Accident
& Sickness Plans               Lifestyle Dependent Care Spending Account, Vacation, Paid
Holidays, Adoption Benefits               Savings & Investments 401(k) Plan with generous company matching
contributions, 529 College Savings Plan               Continuous Learning Tuition Reimbursement, Professional Development               Continuous Care Salary Continuation, Long-Term Disability, Employee Assistance Program  We foster a sense of pride, professional
integrity, and productivity in a community in which employees feel welcomed,
valued, and respected. We expect every employee to do likewise. (For more information, please refer to the Carters
Human Resource Policies & Procedures, posted on our Intranet site.)   4 
    Zero tolerance  Carters provides a clean, safe, and
drug-free work environment for our employees that is harmonious and conducive
to productivity. In this spirit, Carters expects employees to be drug-free
when working. Employees who are intoxicated or who use or possess illegal drugs
in the workplace are subject to immediate dismissal.  Carters fosters a working culture in which
every employee feels welcomed, valued, and respected. We expect every employee
to do likewise. Any form of discrimination or physical, mental, or sexual
harassment in the workplace of any person by an employee will not be tolerated.  Carters strives to be honest and ethical in
all of our business practices, and obey the law and uphold our companys
policies and standards. We expect the same respect for and compliance with
public law and our policies by our employees. Breaking the law in any way,
endangering others in the workplace, or violating key company policies will not
be tolerated. (For details, refer to the
Carters Human Resource Policies & Procedures, posted on our Intranet site,
or speak to your Human Resources representative.)       5 
   CODE OF BUSINESS ETHICS AND PROFESSIONAL
CONDUCT  The following components of our Code of
Business Ethics and Professional Conduct apply equally to all of the members of
the Carters family, including our directors, officers and other employees.   Personal conduct  Our talented and dedicated employees are a
reflection of our company, our culture, and our values. As a company, Carters
strives to be fair, honest and trustworthy in all of our business practices; to
obey public laws; to uphold our own exacting standards as well as those set by
our industry; and to conduct all of our business relations in a manner that
respects the rights and property of others. Likewise, we expect all members of
the Carters family to conduct themselves with personal integrity and respect
for the company, each other, our shareholders, our suppliers, our competitors
and our customers. No one should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of facts or any other unfair-dealing practice.   Conduct in the workplace  Carters expects directors and employees to
conduct themselves responsibly, which includes: punctuality, attention to work
schedules, and best efforts at executing and exceeding job responsibilities.
While at work employees should be diligent about engaging in business
activities only. Each member of the Carters family will uphold Carters values
with honesty and integrity in all business dealings. (For more information, please refer to the Carters Human Resource
Policies & Procedures, posted on our Intranet site.)   6 
    Conflict of interest  As representatives of Carters, all employees
and directors should act in the best interest of the company, and they must
avoid activities and situations that may create or appear to create a conflict
of interest. A conflict of interest occurs when the private interest of a
director or employee (or an immediate family or household member or someone
with whom he or she has an intimate relationship) interferes in any wayor even
appears to interferewith the duties performed by the director or employee or
with the interests of Carters as a whole. A conflict situation can arise when
an employee or director takes actions or has interests that may make it
difficult to perform his or her work objectively and effectively. Conflicts of
interest also arise when an employee or director, or a member of his or her
family, receives improper personal benefits as a result of his or her position
in the company.  While employed by Carters, employees may not
work for or make a substantial investment in another company that is a direct
competitor or a vendor of Carters; accept compensation by anyone other than
Carters for work performed for Carters; accept gifts, tips, or other benefits
from customers, vendors, competitors, or anyone soliciting business from
Carters; influence Carters on behalf of a third party to purchase a
particular product or service; engage in real estate or other property transactions
in which Carters has an interest; speculate or deal in equipment, supplies,
materials or property purchased or sold by Carters; or have an intimate
relationship with an associate for whom the employee has oversight or
supervisory responsibility.  If employees are not sure whether or not a
particular activity or situation they are engaged in poses a potential conflict
of interest, they should refer to the Conflict of Interest Policy or speak to
their Human Resources representative.(For
more information, please refer to the Carters Conflict of Interest Policy,
posted on our Intranet site.)   7 
   Corporate opportunities  From time to time during their employment
with Carters and through their positions at Carters, employees may come
across business opportunities of a nature related to the Carters business.
These opportunities rightfully belong to Carters. No employee may take for
himself or herself personally an opportunity that he or she discovers through
the use of Carters property, information or position. Each employee owes a
duty to Carters to advance the companys legitimate interests when the
opportunity to do so arises.   Compliance and honesty  Employees must comply with Carters policies
and regulations as outlined in Carters Human Resource Policies and Procedures,
accessible through our Intranet site. Employees and directors must be truthful
and accurate in all information they report to the company, including
employment papers, sales or other measurable performance records, time records,
expense reimbursements, and all other company records.  We are all bound to a code of ethical
behavior to do what is right, not only for the sake of ourselves and the
company but also as members of a corporate community. In the performance of
their duties and service to Carters, directors and employees must obey public
laws, rules and regulations (including insider trading laws) and report to the
company any knowledge of a violation of law related to Carters business.
Employees who violate the law during the course of their employment by
Carters, whether or not they are on company property, or who fail to report
knowledge of a violation may be subject to disciplinary action and dismissal.(For more information, please refer to the Carters
Human Resource Policies & Procedures, posted on our Intranet site.)   8 
   Company property, records &
systems  Carters propertyphysical and
intellectualis considered proprietary and confidential. Physical property
includes but is not limited to merchandise, installations, facilities, business
equipment and supplies. Intellectual property includes the Carters name,
identity, image, trademarks, logos, designs and art. Further, all company
written reports and records as well as electronic systems and servicessuch as
the Carters Intranet, e-mail and voice mail, computer operating systems, and
software technologiesare also considered proprietary and confidential.  Employees and directors may use company
property for company purposes and, if applicable, on company time only, and may
not share it at any time with anyone not employed by or affiliated with
Carters, unless otherwise specifically directed. Employees and directors must
treat company property with the same care and respect as their own, and must
return to Carters any company property in their possession upon leaving
employment or other service with Carters.   Confidential information  During employment with Carters, employees
and directors may be entrusted with confidential information; for example,
business or marketing plans, supplier information, software or product design,
existing and future merchandise information or human resources information.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the company or its customers, if disclosed.
Confidential information also includes any information that Carters has agreed
with another company or person to keep confidential. All employees and
directors are expected to maintain the confidentiality of any and all such
information entrusted to them by the company or its customers.   9 
   Company information should be used only for
company purposes and should not be disclosed to anyone outside of Carters
unless approved by the Board of Directors, the companys Chief Executive
Officer, Executive Vice President, Chief Financial Officer, any Vice President,
or under a nondisclosure agreement approved by any of those officers. Within
the company, only those employees who need to know should have access to
confidential information.   Preparing company records  Any employee preparing or maintaining any
company records, including electronic records, should remember:  
  Always prepare records
  accurately and reliably and store and dispose of them properly.
  Record transactions so
  that proper financial statements may be prepared in a manner that ensures
  accountability for the companys assets and activities.
  There cannot be any
  unrecorded company funds or assets or any other type of off the books
  accounts.  The company does not knowingly destroy or
discard evidence that has been requested in connection with any government
investigation or other legal action. Records relevant to any such investigation
or legal action cannot be destroyed or discarded without the approval of Dave
Brown, Executive Vice President, Operations. If the company receives a subpoena,
a request for records or other legal papers, or if we have reason to believe
that such an event is likely, the companys policy is to retain all records
that are relevant. If you receive such a request, notify Dave Brown or Clyde
Stutts, Vice President, Human Resources, immediately.   10 
   Government filings and disclosure  Carters values its good relations with
local, state, federal and foreign governments. We are committed to being a
good corporate citizen and are proud of the contributions weve made to help
the communities where we do business.  The companys policy is to deal honestly and
fairly with government representatives and agents and to comply with valid and
reasonable governmental requests and processes. Employees and directors must be
truthful and straightforward in their dealings with governmental
representatives and may not direct or encourage another employee or director to
provide false or misleading information to any government agent or
representative. Carters does not direct or encourage anyone to destroy records
relevant to a fact-finding process.  Regarding the companys disclosures to the
Securities and Exchange Commission (SEC), the company requires and expects that
all such disclosures be full, fair, accurate, timely, and understandable in all
reports and documents that are filed with or submitted to the Commission or in
any other public communications made by the company.  Occasionally, government representatives seek
to inspect a company facility. If this happens, employees should immediately
notify their manager or supervisor. Similarly, if someone arrives unexpectedly
at a store, distribution center or office and attempts to serve legal papers,
employees must immediately notify their manager or supervisor.       11 
    The media  From time to time the media solicit
information about Carters. While we welcome interest in our company, all such
information is to be issued by corporate officers only. Employees and directors
should immediately refer any such solicitations to their managers and to Clyde
Stutts, Vice President, Human Resources, or Dave Brown, Executive Vice
President, Operations. No employee may provide information of any kind to the
media about Carters without explicit, prior approval by corporate officers.   Links to company policies  Accessible through the companys Intranet at www.home.Carters.com   Carters Conflict of Interest Policy  Carters Human Resource Policies & Procedures  Carters Vendor Compliance Policy    Waivers and amendments  Carters may, from time to time, find that it
is necessary or advantageous to Carters to grant waivers of the provisions of
this Code of Business Ethics and Professional Conduct in particular situations.
We may also decide that provisions of this Code need to be amended to better
reflect the companys current position. Any waiver of the provisions of this
Code made for any executive officer or director of Carters may be made only
with the approval of the Board of Directors or a special committee thereof. In
keeping   12 
   with SEC rules, Carter's must immediately
report any such waivers or amendments to the SEC, shareholders, and the public
markets. Carters relies on all of its employees and directors for assistance
in ensuring that this reporting can be made on a timely basis.   Whom to call if you have questions; Reporting
violations  No single document, including this Code of
Business Ethics and Professional Conduct, can provide all the answers. If you
are ever uncertain about something you intend to do, it is very important that
you seek advice before acting. You also have an obligation to let Carters know
if you see or learn something that suggests that either this Code or the law
has been violated in the conduct of Carters business. Use the communication
method with which you are most comfortable. The most important thing is that
you let us know.  Your resources include your manager; the
companys Disclosure Committee; Clyde Stutts, Vice President, Human Resources;
Dave Brown, Executive Vice President, Operations; another member of the Human
Resources department; any member of the companys executive staff or the Audit
Committee of the companys Board of Directors. Carters is committed to
ensuring that you have the opportunity to speak openly and be treated fairly.  YOU WILL NOT BE RETALIATED AGAINST FOR ACTING
IN GOOD FAITH TO RAISE A QUESTION OR CONCERN OR TO REPORT TO CARTERS A
VIOLATION OF THIS CODE OR THE LAW.   13 
   CARTERS CODE OF BUSINESS ETHICS AND PROFESSIONAL CONDUCT    Compliance agreement   Carters sets high performance and conduct
standards. As an employee or director of Carters, you are required to comply
with these standards in full. After you have reviewed the information in this
brochure, please read the following compliance agreement, sign, detach, and
return it to the Human Resources department.  I have read and understand the Carters Code of Business
  Ethics and Professional Conduct and will comply with the stated standards.I further understand that this Code of
  Business Ethics and Professional Conduct is not a contract of employment and
  in no way alters my current employment status, whether employment-at-will or
  otherwise. I understand that it does not guarantee me any specific terms or
  period of employment and that my employment relationship, if any, may be
  terminated at any time and for any reason by me or Carters.  Signature:please print:Signers name:Department/Location:Date:   14 
      
           At
Carters we are committed to our customers, to
the communities in which we operate, and to our
team of enthusiastic dedicated employees. Carters
is an Equal Opportunity Employer.  www.carters.com  ©
2003