CARROLS CORPORATON
                          968 James Street
                          Syracuse, N.Y.  13207


                                          November 14, 1994

Securities and Exchange commission
Washington, D.C.  20549

Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of
1934,  we are transmitting herewith the attached Form 10-Q.

Sincerely,

CARROLS CORPORATION

Paul Drotar

Paul Drotar, Vice President-
Controller




































                                   SIGNATURE


     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 thereunto duly authorized.

                                   CARROLS CORPORATION
                                   968 James Street
                                   Syracuse, New York 13203
                                        (Registrant)


November 14, 1994                  (Alan Vituli)            
Date                               (Signature)
                                   Alan Vituli
                                   Chairman and Chief Executive
                                   Officer




November 14, 1994                  (Richard V. Cross)       
Date                               (Signature)
                                   Richard V. Cross
                                   Executive Vice President - 
                                   Finance and Treasurer


















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                               EXHIBIT INDEX

Number                 Description

  27                   Financial Data Schedule