FOR IMMEDIATE RELEASE        For information contact:
                             Richard V. Cross, Executive Vice President-Finance
                             Tele:  (315) 424-0513, ext. 212

SYRACUSE, NEW YORK (March 20, 1997) - Alan Vituli, Chairman and CEO of Carrols 
Corporation, Burger King's largest franchisee, announced that the sole 
shareholder of Carrols Holdings Corporation, the parent company of Carrols, 
has entered into an agreement with Holdings, Madison Dearborn Capital 
Partners and Carrols' senior management whereby Madison Dearborn will acquire
shares of Holdings.  Atlantic Restaurants, Inc., the present owner of 
Holdings, will sell approximately 33% of their shares in Holdings to Madison 
Dearborn.  Madison Dearborn and Carrols' senior management will acquire 
approximately $32 million of newly issued shares of Holdings from Holdings.  
The Madison Dearborn Partners acquisition and the related transactions are 
subject to customary conditions to closing.  The combination of Atlantic 
Restaurants, Inc.'s investment in the stock of Holdings made in April 1996, 
and Madison Dearborn Partners' and management's proposed investment will 
total more than $121 million.  Madison Dearborn Partners and Atlantic 
Restaurants, Inc. will have equal ownership interest, each with approximately
44% of Holdings on a fully diluted basis.  The balance will be held by 
management.

Madison Dearborn is a Chicago-based investment firm with assets under 
management in excess of $1.5 billion, which includes interests in a number of
industries including retail.  Madison Dearborn was founded in 1993.  Atlantic
Restaurants, Inc. is an affiliate of Dilmun Investments, Inc. with offices in
Stamford, Connecticut.  Dilmun has invested in excess of $600 million in U.S.
companies, many of which are middle-market companies with strong brand value.

Vituli also stated that Carrols has entered into contracts to acquire 24 Burger 
King restaurants in the Greenville/Spartanburg, South Carolina area and 
Asheville, North Carolina.  Upon completion of these acquisitions, Carrols 
will operate 262 Burger King restaurants.

In addition, the Company has entered into negotiations with a group of banks 
led by Texas Commerce Bank/Chase Securities and Heller Financial, Inc., to 
substantially increase the Company's available capital for future acquisitions 
according to Vituli.

Vituli stated that the hamburger segment of the fast food restaurant business is
increasingly more the domain of well-organized and strongly financed companies 
who have the ability to attract and retain outstanding people while providing 
them with opportunity for upward mobility.  Fiercer competition for customers, 
employees and good locations mandates levels of professionalism which may be 
beyond the business style of some operators within the industry.

Carrols announced pre-tax earnings of $6.3 million for 1996 on sales of $240.8 
million, compared to pre-tax earnings of $5.1 million on sales of $226.3 
million for 1995.  Sales for the quarter ended December 31, 1996 were $63.2 
million compared to $56.7 million for the same period in the prior year.  
Pre-tax earnings for the fourth quarter of 1996 were $2.5 million compared to
$1.2 million for the prior year.  Carrols' comparable store sales were up
 3.2% for the year and 6.5% for the fourth quarter over the same periods in 
1995.