December 12, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Carrols Restaurant Group, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-137524 |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, we hereby join in the request of Carrols Restaurant Group, Inc. (the “Company”) for acceleration of the effective date of the above-referenced registration statement relating to the Company’s offering of shares of its common stock so that such registration statement is declared effective at3:30 p.m. (Washington, D.C. time) on December14, 2006, or as soon as practicable thereafter.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that the preliminary prospectus dated November 30, 2006 prepared by the Company in connection with the offering referred to above was distributed as follows:
| 6,194 copies | to | Underwriters (includes 4 underwriters and their respective sales force representatives) | ||||
| 4,467 copies | to | Institutions | ||||
| 320 copies | to | Others | ||||
Total: | 10,981 copies | |||||
Sincerely yours, | ||
WACHOVIA CAPITAL MARKETS, LLC BANC OF AMERICA SECURITIES LLC | ||
As Representatives of the several Underwriters | ||
By: WACHOVIA CAPITAL MARKETS, LLC | ||
| By: | /s/ David Herman | |
Name: David Herman | ||
Title: Director | ||
