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

Date of Report (Date of earliest event reported)         July 12, 2001
                                                 -------------------------------

                              CARTER HOLDINGS, INC.
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             (Exact name of registrant as specified in its charter)

        Massachusetts                 333-51447                13-3912933
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(State or other jurisdiction         (Commission             (IRS Employer
     of incorporation)               File Number)          Identification No.)

     1590 Adamson Parkway, Suite 400, Morrow, Georgia             30260
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       (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code       (770) 961-8722
                                                   -----------------------------

                                 Not applicable
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         (Former name and former address, if changed since last report.)




ITEM 5. OTHER EVENTS

      On July 16, 2001, Carter Holdings, Inc. (the "Company") announced that the
Company, its stockholders and CH Acquisitions LLC, a Delaware limited liability
company (the "CH Acquisitions"), entered into a Stock Purchase Agreement, dated
as of July 12, 2001, pursuant to which CH Acquisitions will acquire all of the
outstanding capital stock of the Company. A copy of the Company's press release
with respect to the transaction is filed as Exhibit 99.1 hereto.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits



              EXHIBIT NO       DESCRIPTION
              ----------       -----------

                        
              99.1             Press Release






                                   SIGNATURES

      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.

Date:    July 18, 2001                   CARTER HOLDINGS, INC.
                                         Registrant

                                         By:     /s/  David A. Brown
                                                 ---------------------------
                                         Name:   David A. Brown
                                         Title:  Executive Vice President




                                  EXHIBIT INDEX




                  EXHIBIT NO        DESCRIPTION
                  ----------        -----------

                             
                  99.1              Press Release