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