CERTIFICATE OF AMENDMENT
                    TO RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          CARROLS HOLDINGS CORPORATION

                            Under Section 242 of the
                        Delaware General Corporation Law

         CARROLS HOLDINGS CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

         FIRST, that on August 13, 1993, the Board of Directors, acting by
unanimous written consent, approved, declared advisable, and proposed for
adoption by the stockholders the following resolution to amend the Restated
Certificate of Incorporation of the Corporation by amending Section I.A(1) of
the Restated Certificate of Incorporation:

         RESOLVED, that the Board of Directors hereby declares it advisable that
the Restated Certificate of Incorporation of the Corporation be amended to
update and reflect accurately the financing transactions to be entered into by
the Corporation on or about August 17, 1993, and hereby proposes:

         1.  That Section I.A. (1) of Article Fourth of the Corporation's
Certificate of Incorporation be amended to read as follows:

                  "General Dividend Obligation. When and as declared by the
         Board of Directors of the Corporation and to the extent permitted by
         the GCL and the Financing Agreements (as hereinafter defined), the
         Corporation will pay to the holders of the Preferred Stock, out of the
         assets of the Corporation legally available therefor, preferential
         dividends at the times and in the amounts provided for in this
         subsection I.A., and no more. As used in this Section I, "Financing
         Agreements" shall mean the Third Amended and Restated Loan and Security
         Agreement dated as of August 9, 1993 by and among Carrols Corporation
         and the Corporation, as Borrower, and Heller Financial, Inc., as
         Lender, as such Agreement may be amended from time to time in
         accordance with its terms and the Other Agreements (as therein
         defined), and the Indenture dated as of August 17, 1993, between
         Carrols Corporation, the Corporation and Marine Midland Bank, N.A. as
         trustee, relating to the 11 1/2% Senior Notes due 2003 of Carrols
         Corporation, as such Indenture may be amended from time to time in
         accordance with its terms."

         2. That the first paragraph of Section I.D. of Article Fourth of the
Corporation's Certificate of Incorporation be amended to read as follows:

                 "Voting Rights; Restrictions on Corporation Action. Except as
        otherwise required by law or as expressly provided in this subsection
        D., Shares of preferred Stock shall not entitle the holders thereof to
        any voting rights. So long as (i) any shares of Class A Preferred Stock
        shall remain outstanding and (ii) Citicorp Capital Investors Ltd., a
        Delaware corporation ("Citicorp") shall continue to hold at least 50% of
        the shares of Series I Class B Preferred Stock originally issued to it,
        and in addition to any other approvals or consents required by law,
        without the prior consent of Citicorp and Heller Financial, Inc.:"

         3. That Article Eighth of the Corporation's Certificate of
Incorporation be amended to read as follows:




                  "EIGHTH: The Corporation reserves the right to amend, alter,
         change or repeal any provisions contained in this Certificate, subject
         to the terms of Section I.D. of Article Fourth hereof, and to add or
         insert other provisions authorized by the laws of the State of Delaware
         at the time in force, in the manner now or hereafter prescribed by law,
         and all rights and powers conferred herein on shareholders, directors
         and officers are granted subject to this reservation."

         SECOND, that the foregoing amendment was duly adopted by the
Stockholders of the Corporation in accordance with Sections 228 and 242 of the
Delaware General Corporation Law on August 17, 1993.

         IN WITNESS WHEREOF, said CARROLS HOLDINGS CORPORATION has caused this
Certificate to be signed by its Chairman and attested by its Secretary this 17th
day of August, 1993.

                                              CARROLS HOLDINGS CORPORATION

                                              By: /s/ Alan Vituli
                                                 -------------------------------
                                                     Alan Vituli
                                                     Chairman

ATTEST:

By: /s/ Joseph A. Zirkman
   -------------------------------
   Joseph A. Zirkman, Secretary