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):

                             NOVEMBER 5, 1996


                            CARROLS CORPORATION
   (Exact name of Registrant as specified in its charter)


                                 Delaware
              (State or other jurisdiction of incorporation)





               1-6553                                                  16-0958146
                                                       
        (Commission File No.)                                       (I.R.S. Employer
                                                                   Identification No.



                968 James Street, Syracuse, New York 13203
           (Address of Principal Executive Offices)   (Zip Code)

        Registrant's telephone number, including area code:

                          (315) 424-0513


                          Not Applicable
       (Former Name or Former Address, if Changed Since Last Report)




ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT




     On  October  29,  1996, the board of directors of the Company voted to
approve the dismissal of  the  accounting firm of Coopers & Lybrand, L.L.P.
as their principal audit accountant  and has engaged the services of Arthur
Andersen L.L.P. as their principal audit accountants.

     Coopers & Lybrand, L.L.P. were the  principal audit accountants during
the two years ended December 31, 1995 and  their  report  on  the financial
statements for the periods ended December 31, 1994 and 1995 did not contain
an  adverse  opinion or disclaimer of opinion nor were financial  statement
opinions qualified  or  modified as to uncertainty, as to audit scope or as
to accounting principles.

     There  have  been  no  disagreements  on  any  matters  of  accounting
principles or practices, financial  statement disclosure, or auditing scope
of procedure with the accounting firm  of Coopers & Lybrand, L.L.P. for the
most recent two years or any subsequent interim period.




ITEM 7 -( C ) EXHIBITS

16.1        LETTER RE CHANGE IN CERTIFYING ACCOUNTANT.



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.


Dated:    November 5, 1996



                              CARROLS CORPORATION



                              By: ______________________________
                                   Name: Alan Vituli
                              Title: Chief Executive Officer

















EXHIBIT 16.1








October 31, 1996




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read the statements made by Carrols  Corporation  (copy  attached),
which we understand will be filed with the Commission, pursuant to  Item  4
of  Form  8-K,  as  part  of the Company's Form 8-K report for the month of
November, 1996.  We agree with  the  statements concerning our Firm in such
Form 8-K.

Very truly yours,



COOPERS & LYBRAND LLP


                               EXHIBIT INDEX



EXHIBIT NUMBER      EXHIBIT TITLE                 PAGE NUMBER

Exhibit 16.1        Letter re change in                4
                    certifying Accountant