SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                       FORM 10-Q


               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934


For the nine months ended                  Commission File Number
   SEPTEMBER 30, 1995                               1-6553

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


       DELAWARE                                16-0958146
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)           Identification Number)


   968 JAMES STREET
  SYRACUSE, NEW YORK                             13203
(Address of principal executive offices)      (Zip Code)


Registrant's telephone number including area code (315) 424-0513


Indicate  by  check mark whether the registrant (1) has filed all reports
required to be  filed  by section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding  12  months  (or for such shorter period
that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.


             Yes   X                    No


Common stock, par value $1.00, outstanding at August 11, 1995

                         10 SHARES



<PAGE>

                     PART 1 - FINANCIAL INFORMATION

                  CARROLS CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                SEPTEMBER 30, 1995 AND DECEMBER 31, 1994


<TABLE>
<CAPTION>
                         ASSETS                          September 30,     1995                   December 31,
                                                                                                    1994
<S>                                                      <C>                        <C>
Current assets:
  Cash and cash equivalents                                             $ 2,093,000                $ 1,710,000
  Trade and other receivables                                               434,000
           532,000
  Inventories                                                             2,045,000
           2,254,000
  Prepaid real estate taxes                                                 505,000
           384,000
  Deferred income taxes                                                  2,900,000
  Prepaid expenses and other current assets                               467,000
                                                                                                     459,000
        Total current assets                                              8,444,000
           5,339,000
Property and equipment, at cost:
  Land                                                                    6,938,000
           6,543,000
  Buildings and improvements                                             14,533,000
           14,260,000
  Leasehold improvements                                                 35,768,000
           34,813,000
  Equipment                                                              42,510,000
           40,141,000
  Capital leases                                                         15,367,000
           15,558,000
  Construction in progress                                                540,000
                                                                                                      41,000
                                                                        115,656,000
           111,356,000
  Less accumulated depreciation
    and amortization                                                   (58,964,000)
           (53,969,000)
      Net property and equipment                                         56,692,000
           57,387,000
Franchise rights, at cost (less accumulated
amortization of $19,341,000 at September   30, 1995 and
$17,548,000 at December 31,   1994)
                                                                         44,841,000
           46,042,000
Beneficial leases, at cost (less
  accumulated amortization of $7,580,000 at   September
30, 1995 and $7,433,000 at       December 31,1994)
                                                                          7,854,000
           8,405,000
Excess of cost over fair value of assets     acquired
(less accumulated amortization
  of $505,000 at September 30, 1995 and      $462,000 at
December 31, 1994)                                                        1,806,000
           1,849,000
Deferred income taxes                                                     7,650,000
Other assets                                                            6,680,000
                                                                                                   5,666,000
                                                                     $133,967,000
           $124,688,000
</TABLE>


<PAGE>
                  CARROLS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS (CONT'D)
                SEPTEMBER 30, 1995 AND DECEMBER 31, 1994






<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S (DEFICIT)                               September 30,               December 31,
                                                                           1995                       1994
<S>                                                      <C>                        <C>
Current liabilities:
  Current portion of long-term debt                                      $  258,000                 $  258,000
  Current portion of capital lease
obligations                                                                 615,000                    615,000
  Accounts payable                                                        3,749,000                  6,915,000
  Accrued liabilities:
    Payroll and employee benefits                                         3,566,000                  3,748,000
    Taxes - income and other                                              1,356,000                  1,525,000
    Other                                                                 2,824,000                  3,835,000
    Interest                                                              1,708,000                  4,899,000
        Total current liabilities                                        14,076,000                 21,795,000
Long-term debt, net of current portion                                  124,644,000                120,680,000
Capital lease obligations, net of current    portion
                                                                          3,522,000                  3,966,000
Deferred income - sale/leaseback of real     estate
                                                                          1,801,000                  1,888,000
Accrued postretirement benefits                                           1,406,000                  1,354,000
Other liabilities                                                       2,093,000                  2,213,000
          Total liabilities                                             147,542,000                151,896,000
Stockholder's (deficit):
  Common stock, par value $1; authorized
    1,000 shares, issued and outstanding -
    10 shares                                                                    10                         10
  Additional paid-in capital
1,474,990
                                                                            840,990
  Accumulated deficit                                                                                 (14,416,000)
(28,683,000)
    Total stockholder's (deficit)                                                                     (13,575,000)
(27,208,000)
                                                                                                      $133,967,000
$124,688,000
</TABLE>






<PAGE>
                  CARROLS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994








<TABLE>
<CAPTION>
                                                                       September 30,             September 30,
<S>                                                      <C>                         <C>
                                                                            1995                      1994
                                                                          (13 weeks)                (13 weeks)
Revenues:
  Sales                                                                  $59,303,000               $55,811,000
  Other income                                                               75,000                    65,000
                                                                          59,378,000                55,876,000
Costs and expenses:
  Cost of sales                                                           16,291,000                15,507,000
  Restaurant wages & related expenses                                     16,867,000                15,799,000
  Other restaurant operating expenses                                     11,835,000                11,396,000
  Depreciation and amortization                                            2,882,000                 2,882,000
  Administrative expenses                                                  2,742,000                 2,250,000
  Advertising expense                                                      2,539,000                 2,248,000
  Interest expense                                                       3,606,000                   3,671,000
  Loss on closing restaurants and other                                                              1,800,000
                                                                          56,762,000                55,553,000
  Income before taxes                                                      2,616,000                   323,000
Provision (benefit) for taxes                                          (10,500,000)                     25,000
  NET INCOME                                                           $13,116,000                  $  298,000
</TABLE>

















<PAGE>
                  CARROLS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
              NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                         ______________________







<TABLE>
<CAPTION>
                                                                        September 30,               September 30,
<S>                                                      <C>                          <C>
                                                                             1995                       1994
                                                                           (39 weeks)                  (39 weeks)
Revenues:
  Sales                                                                  $169,508,000                $148,722,000
  Other income                                                              149,000                       174,000
                                                                          169,657,000                 148,896,000
Costs and expenses:
  Cost of sales                                                            48,026,000                  42,431,000
  Restaurant wages & related expenses                                      49,255,000                  43,798,000
  Other restaurant operating expenses                                      34,060,000                  30,893,000
  Depreciation and amortization                                             8,373,000                   8,308,000
  Administrative expenses                                                   7,895,000                   6,559,000
  Advertising expense                                                       7,317,000                   6,396,000
  Interest expense                                                         10,929,000                  10,778,000
  Loss on closing restaurants and other                                                                 1,800,000
                                                                          165,855,000                 150,963,000
  Income (loss) before taxes and
    extraordinary item                                                      3,802,000                 (2,067,000)
Provision (benefit) for taxes                                            (10,400,000)                     125,000
  Income (loss) before extraordinary item                                  14,202,000                 (2,192,000)
Extraordinary item - gain on purchase of
  senior notes                                                               65,000
  NET INCOME (LOSS)                                                       $14,267,000               $ (2,192,000)
</TABLE>







<PAGE>
                  CARROLS CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
              NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994


            Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                       September 30,             September 30,
<S>                                                      <C>                         <C>
                                                              1995                                    1994
</TABLE>
<TABLE>
<CAPTION>
                                                                         (39 weeks)                (39 weeks)
<S>                                                       <C>                       <C>
Cash flows from operating activities:
  Net income (loss)                                                     $14,267,000              $(2,192,000)
   Adjustments to reconcile net income (loss)
    to cash provided by operating
    activities:
      Depreciation and amortization                                       8,373,000                 8,308,000
      Deferred income taxes                                            (10,550,000)
      Non-cash extraordinary gain                                          (65,000)
      Non-cash charges included in loss on
        closing restaurants and other                                                               1,800,000
      Change in operating assets and
liabilities:
        Trade and other receivables                                          98,000                  (69,000)
        Inventories                                                         209,000                    33,000
        Prepaid expenses and
          other current assets                                            (134,000)                  (61,000)
        Other assets                                                       (74,000)                 (305,000)
        Accounts payable                                                (3,166,000)               (2,102,000)
        Accrued interest                                                (3,191,000)               (3,117,000)
        Accrued taxes - income and other                                  (169,000)                   207,000
        Accrued payroll and employee
benefits                                                                  (182,000)                   648,000
        Other accrued liabilities                                       (1,011,000)                 (172,000)
        Other                                                             (141,000)                  11,000
      Cash provided by operating activities                             4,264,000                 2,989,000
Cash flows from investing activities:
  Capital expenditures:
    Property and equipment                                              (3,561,000)               (2,799,000)
    Construction of new restaurants                                     (2,095,000)                 (817,000)
    Acquisition of restaurants                                            (525,000)              (11,588,000)
    Franchise rights                                                      (301,000)                 (123,000)
  Payments received on notes, mortgages
    and capital subleases receivable                                         24,000                    75,000
  Disposal of property, equipment
    and franchise rights                                                     18,000                 517,000
  Other investments                                                    (1,301,000)
    Net cash used for investing activities                              (7,741,000)              (14,735,000)
</TABLE>

<PAGE>
                  CARROLS CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)
              NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994


            Increase (Decrease) in Cash and Cash Equivalents







<TABLE>
<CAPTION>
                                                                       September 30,             September 30,
<S>                                                        <C>                       <C>
                                                                           1995                     1994
                                                                          (39 weeks)                (39 weeks)
Cash flows from financing activities:
  Proceeds from long-term debt                                           $ 5,657,000               $15,815,000
  Principal payments on long-term debt                                     (193,000)                 (202,000)
  Principal payments on capital leases                                     (444,000)                 (427,000)
  Purchase of senior notes                                               (1,387,000)
  Retirement of long-term debt                                                                        (75,000)
  Proceeds from sale-leaseback transactions                                  861,000                   672,000
  Dividends paid                                                           (634,000)              (3,273,000)
     Net cash provided by
      financing activities                                               3,860,000                  12,510,000
     Increase in cash
      and cash equivalents                                                   383,000                   764,000
Cash and cash equivalents,
  beginning of period                                                    1,710,000                 1,172,000
    CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                                    $ 2,093,000               $ 1,936,000
Supplemental disclosures:
 Interest paid on debt                                                   $14,120,000               $13,894,000
 Taxes paid                                                              $   116,000               $   120,000
</TABLE>


<PAGE>
                  CARROLS CORPORATION AND SUBSIDIARIES
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




     1.   In  the  opinion  of  the  Company,  the accompanying unaudited
consolidated  condensed  financial  statements  contain  all  adjustments
(consisting of normal and recurring accruals) necessary to present fairly
the Company's financial position as of September  30,  1995  and December
31,  1994, the results of operations for the three and nine months  ended
September  30,  1995  and  1994  and cash flows for the nine months ended
September 30, 1995 and 1994.  These  financial  statements should be read
in  conjunction with the Company's annual report on  Form  10-K  for  the
period ended December 31, 1994.


     2.   The  results of operations for the three months and nine months
ended September  30, 1995 and 1994, are not necessarily indicative of the
results to be expected for the full year.


     3.  Inventories  at  September  30,  1995  and  December  31,  1994,
consisted of:

<TABLE>
<CAPTION>
                                              September 30,           December 31,
<S>                                     <C>                      <C>
                                                  1995                    1994
Raw materials (food and
    paper products)                               $1,006,000               $1,415,000
Supplies                                             1,039,000                839,000
                                                  $2,045,000               $2,254,000
</TABLE>


     4.   The  income  tax  provision  (benefit)  was  comprised  of  the
following:
                   Three Months Ended            Nine Months Ended
                      SEPTEMBER 30,                SEPTEMBER 30,
<TABLE>
<CAPTION>
                          1995                 1994                 1995                  1994
<S>                  <C>                  <C>                  <C>                  <C>
Current:
  State              $     50,000         $    25,000          $    150,000         $   125,000
Deferred:
  Federal              (8,970,000)                               (8,970,000)
  State                (1,580,000)                               (1,580,000)
                      (10,550,000)                              (10,550,000)
                     $(10,500,000)        $    25,000          $(10,400,000)        $   125,000
</TABLE>

<PAGE>
                  CARROLS CORPORATION AND SUBSIDIARIES
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




     4.   (continued)  During  the  third  quarter  of  1995, the Company
recorded  a  deferred  income  tax  benefit  of $10,550,000 for  which  a
valuation  allowance  had  previously  been  provided.    The   principal
component  of  the  deferred  tax  asset  relates  to  net operating loss
carryovers  of  approximately  $34.9  million,  which expire  in  varying
amounts  beginning 2001 through 2009.  Based upon  the  increase  in  the
number of  restaurants  operated by the Company and the favorable results
of operations, management  believes  it  is more likely than not that the
Company will generate sufficient future taxable  income  to fully realize
the  benefit  of  the  net  operating  loss  carryforwards  and  existing
temporary  differences,  although  there  can  be  no  assurance of this.
Accordingly,  the  previously  provided  valuation  allowance   has  been
eliminated and the net deferred tax asset of $10,550,000 at September 30,
1995 has been recognized as a deferred income tax benefit.

At  September  30,  1995  the  Company's  deferred  income tax assets and
liabilities approximated the following:




<TABLE>
<CAPTION>
Deferred tax assets:
<S>                                                      <C>
  Net operating loss carryforwards                                                     $12,800,000
  Deferred gain on sale/leaseback
    transactions                                                                           700,000
  Depreciation of fixed assets                                                           150,000
  Other                                                                                2,000,000
                                                                                      15,650,000
Deferred tax liabilities:
  Amortization of franchise rights                                                       5,100,000
Net deferred income tax assets                                                         $10,550,000
</TABLE>



<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                  OF OPERATIONS AND FINANCIAL CONDITION
                        ________________________



RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED SEPTEMBER
30, 1994.

     Sales  for  the three months ended September 30, 1995 increased $3.5
million, or 6.2%,  as  compared  to  the three months ended September 30,
1994. The Company operated an average  of 219 Burger King restaurants for
the 1995 quarter as compared to an average  of  213 for the third quarter
of  1994.  Average  restaurant unit sales increased  3.2%  in  the  third
quarter of 1995 as compared  to  1994.   Sales at comparable restaurants,
the 198 restaurants operating for the entirety  of  the compared periods,
increased $1.3 million, or 2.4%. Net restaurant selling  prices increased
approximately  1.7%  from  the  prior  year  period primarily from  fewer
discount promotions in the 1995 quarter.

Cost of sales (food and paper costs) for the three months ended September
30, 1995 increased in dollars due to higher sales.   Cost  of  sales as a
percentage  of  sales decreased approximately .3% from the fewer discount
promotions and decreases  in  certain  commodity  costs, especially beef,
partially offset by larger sized meat patties in certain sandwiches.

     Restaurant wages and related expenses increased  from 28.3% of sales
to   28.4%   of  sales  when  comparing  1994  to  1995.   Lower  workers
compensation costs,  and  the effect of higher sales on the fixed element
of restaurant wages were more than offset by increased wage rates.

     Other restaurant operating  expenses  increased by approximately $.4
million but decreased by 0.4% as a percentage  of sales for 1995 compared
to  1994.   The  increase  in  dollars was caused primarily  by  expenses
associated with the operation of  the  additional  restaurants during the
most recent three months when compared to the prior  year's three months.
The  decrease  in  the percentage is attributed to the effect  of  higher
sales on the fixed elements  of  certain costs like utilities, insurance,
real estate taxes and some repair and maintenance costs.


     Increased  depreciation  and  amortization  due  to  the  additional
restaurants in operation during the  second quarter of 1995 was offset by
the reduction in depreciation and amortization  caused by assets becoming
fully depreciated.
<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                  OF OPERATIONS AND FINANCIAL CONDITION
                               (continued)
                        ________________________


     Administrative expenses increased $0.5 million  when  comparing 1995
to 1994.  The supervision of additional restaurants and costs  related to
future expansion were the primary cause of this increase.

     An  increase  in advertising payments to Burger King Corporation  of
$0.1 million (based  on  sales  levels)  was  the  primary  cause  of the
increase in advertising expense when comparing 1995 to 1994.

     A  slightly  higher interest rate for the 1995 quarter was more than
offset by a decrease  in  average  loan  balances  for  the  1995 quarter
compared  to  1994,  thus  causing  a decrease of $.1 million in interest
expense.

     The  income tax benefit reflected  during  the  three  months  ended
September 30,  1995  resulted  from  the  elimination  of  the  valuation
allowance   for   the   net   deferred  income  tax  asset  which  arises
substantially from the availability  of tax loss carryforwards.  A review
of current and expected future pre-tax  earnings  based  upon  historical
earnings adjusted for recent acquisitions, led to the conclusion  that it
is  more likely than not that the Company will realize the entire benefit
of the net deferred tax asset at September 30, 1995 of $10,550,000


NINE  MONTHS  ENDED  SEPTEMBER  30,  1995  COMPARED  TO NINE MONTHS ENDED
SEPTEMBER 30, 1994.


     Sales for the nine months ended September 30, 1995  increased  $20.8
million,  or  14.0%,  as  compared to the nine months ended September 30,
1994.  The Company operated  an average of 218 Burger King restaurants in
the first nine months of 1995  as  compared  to  an average of 203 in the
first nine months of 1994. Average restaurant unit  sales  increased 5.8%
in  the  first  nine  months  of  1995  as  compared  to 1994.  Sales  at
comparable restaurants, the 187 restaurants operating for the entirety of
the  compared periods, increased $6.6 million, or 4.7%.   Net  restaurant
selling prices increased approximately 2.0% resulting from an increase in
menu prices (1.4%) and from fewer discount promotions (.6%).

     Cost  of  sales  (food  and  paper  costs) for the nine months ended
September 30, 1995 increased in dollars due  to  higher  sales.   Cost of
sales  as a percentage of sales decreased from 28.5% in 1994 to 28.3%  in
1995 as  a  result  of the effect of higher net restaurant selling prices
and decreases in certain  commodity  costs,  especially  beef  during the
latest  nine months partially offset by the introduction of larger  sized
meat patties in certain sandwiches.
<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                  OF OPERATIONS AND FINANCIAL CONDITION
                               (continued)




     Restaurant  wages and related expenses decreased from 29.4% of sales
to  29.1%  of sales  when  comparing  1994  to  1995.   Productive  labor
efficiencies,  lower  workers  compensation costs, lower health insurance
costs and the effect of higher sales  on  the fixed element of restaurant
wages more than offset increased wage rates.

     Other restaurant operating expenses increased  by approximately $3.2
million but decreased by 0.7% as a percentage of sales  for 1995 compared
to  1994.   The  increase  in  dollars  was caused primarily by  expenses
associated with the operation of the additional  restaurants  during  the
most  recent  nine  months when compared to the prior year's nine months.
The decrease in the percentage  is  attributed  to  the  effect of higher
sales  on the fixed elements of certain costs like utilities,  insurance,
real estate taxes and certain repair and maintenance costs.

     Increased  depreciation  and  amortization  due  to  the  additional
restaurants in operation during the first nine months of 1995 was  offset
by  the  reduction  in  depreciation  and  amortization  caused by assets
becoming fully depreciated.

     Administrative  expenses  for  1995  increased  $1.3  million   when
compared   to   1994.  Supervision  and  training  related  to  operating
additional restaurants  and  costs  related  to future expansion were the
principal causes of this increase.

     An increase in advertising payments to Burger  King  Corporation  of
$0.8  million  (based  on  sales  levels)  was the principal cause of the
increase in advertising expense when comparing 1995 to 1994.

     An increase in average loan balances was  the  principal  cause  for
interest expense to increase $0.2 million for 1995 as compared to 1994.

     The  income  tax  benefit  reflected  during  the  nine months ended
September  30,  1995  resulted  from  the  elimination  of  the valuation
allowance   for   the   net   deferred  income  tax  asset  which  arises
substantially from the availability  of tax loss carryforwards.  A review
of current and expected future pre-tax  earnings  based  upon  historical
earnings adjusted for recent acquisitions, led to the conclusion  that it
is  more likely than not that the Company will realize the entire benefit
of the net deferred tax asset at September 30, 1995 of $10,550,000


<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                  OF OPERATIONS AND FINANCIAL CONDITION
                               (continued)



LIQUIDITY AND CAPITAL RESOURCES

     The  operating  activities  of  the Company provided $4.3 million of
cash  for  the nine months ended September  30,  1995  after  using  $3.3
million to take  advantage of favorable discount terms from the Company's
major supplier. Capital  spending  for  property, equipment and franchise
rights was $6.5 million which included the  acquisition of one restaurant
in Ohio, the construction and opening of two restaurants; one in Michigan
and  one  in  Ohio,  and  the  remodeling  and  maintenance   of  various
restaurants.   Dividends  of  $0.6  million were paid to Carrols Holdings
Corporation (the Company's parent) for  the  payment  by  Holdings of its
regular quarterly preferred stock dividend. The Company used $1.4 million
to  purchase $1.5 million face value of its senior notes.  The  sale  and
leaseback  of  one  restaurant  property  provided  $0.9  million and net
borrowings  under  the  Senior  Secured  Credit  Facility  provided  $5.7
million.

     At September 30, 1995, the Company had $13.5 million available under
its  Senior Secured Credit Facility, after reserving $1.6 million  for  a
letter  of  credit  guaranteed  under the Senior Secured Credit Facility.
The Company believes that future  cash flow from operations together with
funds  available  under  the  Senior  Secured  Credit  Facility  will  be
sufficient  to  meet  all  interest  and  principal  payments  under  its
indebtedness, fund the maintenance of property  and  equipment  and  fund
restaurant    remodeling   required   under   the   Company's   franchise
agreements,for  at least the next twelve months, with the balance, to the
extent available, used to provide funds, for future acquisitions.

     The Senior Note  Indenture imposes limitations on certain restricted
payments, which include  dividends.   Following the dividend paid in July
1995, dividends on Holdings Preferred Stock  were  discontinued until the
amount available for such restricted payments is restored  through either
earnings   or  new  capital  investment.   The  effect  of  the  dividend
discontinuance  is  that the normal dividend rate increases from 10% to a
potential maximum rate of 14% until the dividends are current.


INFLATION

     While inflation  can have a significant impact on food, paper, labor
and other operating costs,  the  Company  has  historically  been able to
minimize  the  effect of inflation through periodic price increases,  and
believes it will be able to offset future inflation with price increases,
if necessary.
<PAGE>
                       PART II - OTHER INFORMATION


Item 1.  Legal Proceedings


     There were  no  material legal proceedings commenced by or initiated
against the Company during the reported quarter, or material developments
in any previously reported litigation.

Item 2.  Changes in Securities

     None

Item 3.  Default Upon Senior Securities

     None

Item 4.  Submission of Matters to a Vote of Security Holders

     None

Item 5.  Other Information

     None

Item 6.  Exhibits and Reports on Form 8K

     (a)  None

     (b)  There were no  reports  on  Form  8K  filed during the reported
quarter



<PAGE>







                                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)


November 13,1995                        (ALAN VITULI)
Date                                    (Signature)
                                        Alan Vituli
                                        Chairman and Chief Executive
                                        Officer




November 13, 1995                       (RICHARD V. CROSS)
Date                                    (Signature)
                                        Richard V. Cross
                                        Executive Vice President -
                                        Finance and Treasurer