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


                                          May 16, 1995

Securities and Exchange commission
Washington, D.C.  20549

Gentlemen:

The purpose of the ammendment to the March 31, 1995 10-Q is to
submit the Financial Data Schedule as Exhibit 27 in the Document #2
which was omitted from the original filing of May 15, 1995.


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)


May 15, 1995                       (Alan Vituli)            
Date                               (Signature)
                                   Alan Vituli
                                   Chairman and Chief Executive
                                   Officer




May 15, 1995                       (Richard V. Cross)       
Date                               (Signature)
                                   Richard V. Cross
                                   Executive Vice President - 
                                   Finance and Treasurer


















<PAGE
                               EXHIBIT INDEX

Number                 Description

  27                   Financial Data Schedule