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, 1996                                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 November 14, 1996

                         10 SHARES



<PAGE>
                        PART 1 - FINANCIAL INFORMATION

                     CARROLS CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 1996 AND DECEMBER 31, 1995



<TABLE>
<CAPTION>
                           ASSETS                                          September 30,                   December 31,
                                                                               1996                          1995
<S>                                                           <C>                          <C>
Current assets:
  Cash and cash equivalents                                                   $  1,457,000                 $  1,463,000
  Trade and other receivables                                                      510,000
                       688,000
  Inventories                                                                    2,306,000
                       2,292,000
  Prepaid real estate taxes                                                        827,000
                       664,000
  Deferred income taxes                                                        3,399,000
                       3,641.000
  Prepaid expenses and other current assets                                      876,000
                                                                                                              830,000
        Total current assets                                                     9,375,000
                       9,578,000
Property and equipment, at cost:
  Land                                                                           8,254,000
                       6,888,000
  Buildings and improvements                                                    14,465,000
                       15,049,000
  Leasehold improvements                                                        37,787,000
                       36,132,000
  Equipment                                                                     45,325,000
                       42,361,000
  Capital leases                                                                14,893,000
                       15,352,000
  Construction in progress                                                       943,000
                                                                                                              128,000
                                                                               121,667,000
                       115,910,000
  Less accumulated depreciation
    and amortization                                                          (61,962,000)
                       (59,631,000)
      Net property and equipment                                                59,705,000
                       56,279,000
Franchise rights, at cost (less accumulated      amortization
of $21,246,000 at September 30,   1996 and $19,648,000 at
December 31, 1995).                                                             46,698,000
                                                                                                             44,582,000
Beneficial leases, at cost (less
  accumulated amortization of $7,921,000 at      September
30, 1996 and $7,655,000 at
  December 31, 1995).                                                            7,223,000
                       7,705,000
Excess of cost over fair value of assets         acquired
(less accumulated amortization of
  $563,000 at September 30, 1996 and $520,000    at December
31, 1995).                                                                       1,748,000
                       1,791,000
Deferred income taxes                                                            6,621,000
                       6,420,000
Other assets                                                                   8,355,000
                                                                                                            8,709,000
                                                                           $ 139,725,000
                       $135,064,000
</TABLE>



<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONT'D)
                   SEPTEMBER 30, 1996 AND DECEMBER 31, 1995






<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S (DEFICIT)                                        September 30,                 December 31,
                                                                                   1996                           1995
<S>                                                           <C>                            <C>
Current liabilities:
  Current portion of long-term debt                                             $      8,000                 $    258,000
  Current portion of capital lease obligations                                       561,000                      644,000
  Accounts payable                                                                 8,740,000                    8,909,000
  Accrued liabilities:
    Payroll and employee benefits                                                  3,510,000                    4,000,000
    Taxes - income and other                                                       1,373,000                    1,426,000
    Interest                                                                       1,680,000                    4,809,000
    Other                                                                          2,998,000                    3,134,000
        Total current liabilities                                                 18,870,000                   23,180,000
Long-term debt, net of current portion                                           122,699,000                  116,375,000
Capital lease obligations,
  net of current portion                                                           2,893,000                    3,301,000
Deferred income - sale/leaseback of real
  estate                                                                           2,010,000                    1,773,000
Accrued postretirement benefits                                                    1,476,000                    1,424,000
Other liabilities                                                                1,882,000                    1,927,000
        Total liabilities                                                        149,830,000                  147,980,000
Stockholder's (deficit):
  Common stock, par value $1; authorized
    1,000 shares, issued and outstanding -
    10 shares                                                                             10                           10
  Additional paid-in capital                                                                                   1,781,990
                                                                                                                  840,990
  Accumulated deficit                                                                                          (
          (13,757,000)
                                                                                 11,887,000)
    Total stockholder's (deficit)                                                                              (
          (12,916,000)
                                                                                 10,105,000)
                                                                                                               $139,725,000
          $135,064,000
</TABLE>






<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995








<TABLE>
<CAPTION>
                                                                               September 30,                September 30,
<S>                                                           <C>                            <C>
                                                                                    1996                        1995
                                                                                  (13 weeks)                   (13 weeks)
Revenues:
  Sales                                                                          $62,079,000                  $59,303,000
  Other income                                                                       71,000                      75,000
                                                                                  62,150,000                   59,378,000
Costs and expenses:
  Cost of sales                                                                   17,397,000                   16,291,000
  Restaurant wages & related expenses                                             18,088,000                   16,867,000
  Other restaurant operating expenses                                             12,246,000                   11,835,000
  Depreciation and amortization                                                    2,819,000                    2,882,000
  Administrative expenses                                                          2,532,000                    2,742,000
  Advertising expense                                                              2,749,000                    2,539,000
  Interest expense                                                                 3,584,000                    3,606,000
                                                                                59,415,000                     56,762,000
     Income before taxes                                                           2,735,000                    2,616,000
Provision (benefit) for taxes                                                      1,260,000                 (10,500,000)
     NET INCOME                                                               $  1,475,000                    $13,116,000
</TABLE>

















<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                            ______________________







<TABLE>
<CAPTION>
                                                                               September 30,                September 30,
<S>                                                           <C>                            <C>
                                                                                    1996                        1995
                                                                                  (39 weeks)                   (39 weeks)
Revenues:
  Sales                                                                         $177,638,000 $169,508,000
  Other income                                                                     186,000        149,000
                                                                                 177,824,000  169,657,000
Costs and expenses:
  Cost of sales                                                                   50,333,000   48,026,000
  Restaurant wages & related expenses                                             52,546,000   49,255,000
  Other restaurant operating expenses                                             36,306,000   33,995,000
  Depreciation and amortization                                                    8,178,000    8,373,000
  Administrative expenses                                                          7,704,000    7,895,000
  Advertising expense                                                              7,903,000    7,317,000
  Interest expense                                                                10,635,000   10,929,000
  Costs associated with change of control                                           449,000
                                                                                 174,054,000  165,790,000
     Income before taxes                                                           3,770,000    3,867,000
Provision (benefit) for taxes                                                      1,900,000  (10,400,000)
     NET INCOME                                                                 $  1,870,000 $ 14,267,000
</TABLE>







<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


               Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                                September 30, September 30,
<S>                                                             <C>                           <C>
                                                                                     1996         1995
                                                                                   (39 weeks)   (39 weeks)
Cash flows from operating activities:
  Net income                                                                      $ 1,870,000                 $14,267,000
  Adjustments to reconcile net income
    to cash provided by operating
    activities:
      Depreciation and amortization                                                 8,178,000                   8,373,000
      Deferred income taxes                                                         1,600,000                (10,550,000)
      Gain on sale of property and equipment                                        (277,000)
      Change in assets and liabilities:
        Trade and other receivables                                                   178,000                      98,000
        Inventories                                                                  (14,000)                     209,000
        Prepaid expenses and other current assets                                   (159,000)                   (184,000)
        Other assets                                                                (574,000)                    (74,000)
        Accounts payable                                                            (169,000)                 (3,116,000)
        Accrued interest                                                          (3,129,000)                 (3,191,000)
        Accrued taxes - income and other                                             (53,000)                   (169,000)
        Accrued payroll and employee benefits                                       (490,000)                   (182,000)
        Other accrued liabilities                                                   (136,000)                 (1,011,000)
        Other                                                                       (116,000)                   (206,000)
      Cash provided by operating activities                                      6,709,000                   4,264,000
Cash flows from investing activities:
  Capital expenditures:
    Property and equipment                                                        (4,958,000)                 (3,561,000)
    Construction of new restaurants                                               (1,981,000)                 (2,095,000)
    Acquisition of restaurants                                                    (8,597,000)                   (525,000)
    Franchise rights                                                                (741,000)                   (301,000)
  Notes and mortgages issued                                                        (749,000)
  Payments received on notes and mortgages
    receivable                                                                         26,000                      24,000
  Proceeds from sale of property and equipment                                      2,338,000                      18,000
  Other investments                                                                 1,295,000                (1,301,000)
      Net cash used for investing activities                                     (13,367,000)                (7,741,000)
</TABLE>

<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)
                 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


               Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                                September 30,                September 30,
<S>                                                             <C>                           <C>
                                                                                   1996                          1995
                                                                                   (39 weeks)                   (39 weeks)
Cash flows from financing activities:
  Proceeds from long-term debt                                                    $ 7,514,000                  $ 5,657,000
  Principal payments on long-term debt                                              (152,000)                    (193,000)
  Principal payments on capital leases                                              (463,000)                    (444,000)
  Purchase of senior notes                                                          (838,000)                  (1,387,000)
  Retirement of long-term debt                                                      (450,000)
  Proceeds from sale-leaseback transactions                                         1,659,000                      861,000
  Dividends paid                                                                  (618,000)                     (634,000)
     Net cash provided by
      financing activities                                                       6,652,000                     3,860,000
     Increase (decrease) in cash
      and cash equivalents                                                            (6,000)                      383,000
Cash and cash equivalents,
  beginning of period                                                            1,463,000                     1,710,000
    CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                                              1,457,000                   $ 2,093,000
Supplemental disclosures:
 Interest paid on debt                                                         $13,764,000                     $14,120,000
 Taxes paid                                                                    $   290,000                     $   116,000
</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,  1996  and December 31, 1995, the  results  of
operations for the three and nine months  ended September 30, 1996 and 1995 and
cash  flows  for the nine months ended September  30,  1996  and  1995.   These
financial statements  should  be  read in conjunction with the Company's annual
report on Form 10-K for the period  ended  December  31,  1995 and the Form 8-K
filed on April 10, 1996.


     2.   The  results  of  operations  for  the  three  and nine months  ended
September 30, 1996 and 1995, are not necessarily indicative  of  the results to
be expected for the full year.


     3.  Inventories at September 30, 1996 and December 31, 1995, consisted of:

<TABLE>
<CAPTION>
                                               September 30,            December 31,
<S>                                      <C>                      <C>
                                                   1996                    1995
   Raw materials (food and
     paper products)                     $1,250,000              $ 1,458,000
   Supplies                                1,056,000                 834,000
                                         $2,306,000              $ 2,292,000
</TABLE>


     4.  The income tax provision (benefit) was comprised of the following:


<TABLE>
<CAPTION>
                                               September 30,            December 31,
<S>                                      <C>                      <C>
                                                  1996                     1995
   Current                              $   300,000             $    150,000
   Deferred                              1,600,000              (10,550,000)
                                        $ 1,900,000            $(10,400,000)
</TABLE>

     For  1996 the difference between the expected tax provision resulting from
application  of the federal statutory income tax rate to pre-tax income and the
reported income  tax provision results principally from state taxes and certain
expenses recognized  on  the  statement  of  operations  but not deductible for
federal income tax purposes.

     A  non-cash  tax  benefit  of $1,559,000 resulting from the  disqualifying
disposition of incentive stock options  associated  with  the change of control
transaction previously reported on Form 8-K was credited directly  to  paid  in
capital and increased the deferred income tax asset.
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                     OF OPERATIONS AND FINANCIAL CONDITION
                           ________________________



RESULTS OF OPERATIONS

THREE  MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995.

     SALES.  Sales for the three months ended September 30, 1996 increased $2.8
million, or 4.7%, as compared to the three months ended September 30, 1995. The
Company operated an average of 228 Burger King restaurants for the 1996 quarter
which includes  the  acquisition of seven restaurants in North Carolina and the
opening of one new restaurant in Ohio, as compared to an average of 219 for the
third quarter of 1995. Average restaurant unit sales increased .7% in the third
quarter of 1996 as compared  to 1995.  Sales at comparable restaurants, the 215
restaurants operating for the  entirety of the compared periods, increased $0.2
million, or .4%. Net restaurant  selling  prices  decreased  approximately 1.1%
from  the  prior year period due mainly to discount pricing on breakfast  value
meals.

     COST OF  SALES.  Cost of sales (food and paper costs) for the three months
ended September 30, 1996 increased in dollars due to higher sales and increased
as a percentage  of  sales  from  27.5% in 1995 to 28.0% in 1996 primarily as a
result of the lower net restaurant selling prices in 1996 as compared to 1995.

     RESTAURANT  WAGES  AND RELATED EXPENSES.   Restaurant  wages  and  related
expenses increased from 28.4% of sales to 29.1% of sales when comparing 1995 to
1996 due mainly to increased wage rates, the effect of lower net selling prices
and increased group insurance costs.

     OTHER RESTAURANT OPERATING  EXPENSES.  Other restaurant operating expenses
increased in dollars due to higher  sales and more restaurants but decreased as
a percentage of sales from 20.0% in 1995 to 19.7% in 1996.

     DEPRECIATION AND AMORTIZATION.   Depreciation  and  amortization  remained
relatively  equal  to  the  three  months ended September 30, 1995.  Additional
depreciation and amortization from new  and  acquired restaurants was offset by
assets becoming fully depreciated.

     ADMINISTRATIVE  EXPENSES.   Administrative  expenses  remained  relatively
stable during the three months ended September 30, 1996 as compared to 1995.

     ADVERTISING EXPENSE.  An increase  in  advertising payments to Burger King
Corporation of $0.2 million (based on sales levels)  was the principal cause of
the  increase  in  advertising expense when comparing the  three  months  ended
September 30, 1996 to 1995.

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


     INTEREST EXPENSE.   A  slightly  lower  interest rate on a slightly higher
average outstanding balance caused interest expense  for the three months ended
September 30, 1996 to be relatively equal to interest  expense  for  the  three
months ended September 30, 1995.

     PROVISION  FOR  INCOME  TAXES.   Prior  to  September of 1995, a valuation
allowance was carried against deferred income tax  assets,  but  was eliminated
during  the  quarter  ended  September  30, 1995 after a review of current  and
expected future pre-tax earnings led to the  conclusion that it was more likely
than not that the Company would realize the entire  benefit of the net deferred
income tax asset.



NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE  MONTHS  ENDED  SEPTEMBER
30, 1995.


     SALES.  Sales for the nine months ended September 30, 1996 increased  $8.1
million, or 4.8%, as compared to the nine months ended September 30, 1995.  The
Company  operated  an  average of 222 Burger King restaurants in the first nine
months of 1995 as compared  to  an  average  of 218 in the first nine months of
1995. Average restaurant unit sales increased  3.0% in the first nine months of
1996 as compared to 1995.  Sales at comparable restaurants, the 212 restaurants
operating for the entirety of the compared periods,  increased $3.7 million, or
2.2%.  Net restaurant selling prices decreased 1.4% from  the  prior  year  due
mainly to higher discount promotional activity.

     COST  OF  SALES.  Cost of sales (food and paper costs) for the nine months
ended September  30,  1996  increased  in dollars due to higher sales.  Cost of
sales as a percentage of sales remained  stable at 28.3% of sales for both nine
month periods.  Increased costs from higher  discount  promotional activity was
offset by certain lower commodity costs, especially beef.

     RESTAURANT  WAGES  AND  RELATED EXPENSES.  Restaurant  wages  and  related
expenses increased from 29.1%  of  sales  to  29.6% of sales when comparing the
nine months ended September 30, 1996 to 1995 due mainly to increased wage rates
and increased group insurance costs partially offset  by  reduced  unemployment
tax rates.

     OTHER RESTAURANT OPERATING EXPENSES.  Other restaurant operating  expenses
increased in dollars due to higher sales and more restaurants and increased  as
a  percentage  of  sales  from  20.1% of sales to 20.4% of sales from increased
operating costs.


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




     DEPRECIATION AND AMORTIZATION.   Depreciation  and  amortization decreased
$0.2 million from assets becoming fully depreciated offset  partially  from the
additional depreciation and amortization of new restaurants.

     ADMINISTRATIVE  EXPENSES.   Administrative  expenses  remained  relatively
stable during the nine months ended September 30, 1996 as compared to 1995.

     ADVERTISING  EXPENSE.  An increase in advertising payments to Burger  King
Corporation of $0.3  million  (based  on sales levels) and the costs associated
with increased promotional activity were  the  principal causes of the increase
in advertising expense when comparing 1996 to 1995.

     INTEREST EXPENSE.  A reduction in average loan  balances was the principal
cause for interest expense to decrease $0.3 million for  1996  as  compared  to
1995.

     COSTS ASSOCIATED WITH CHANGE IN CONTROL.  Costs of $0.4 million during the
nine  months  ended  September  30,  1996  related  to  the  change  of control
transaction reported on Form 8-K during the second quarter of 1996.

     PROVISION  FOR  INCOME  TAXES.   Prior  to  September of 1995, a valuation
allowance was carried against deferred income tax  assets,  but  was eliminated
after  a  review  of  current and expected future pre-tax earnings led  to  the
conclusion that it was  more likely than not that the Company would realize the
entire benefit of the net deferred income tax asset.





LIQUIDITY AND CAPITAL RESOURCES


     The operating activities  of the Company provided $6.7 million of cash for
the nine months ended September  30,  1996  which is after paying $12.4 million
for the two semi-annual payments of accrued interest  on  the Company's 11-1/2%
Senior  Notes  (the "Senior Notes").  Capital spending for property,  equipment
and franchise rights  was  $16.3 million which included the construction of two
new  restaurants, the acquisition  of  eight  restaurants,  the  remodeling  of
several  existing  restaurants  and capital maintenance projects.  Dividends of
$0.6 million were paid to Carrols  Holdings  Corporation  ("Holdings")  for the
payment  by  Holdings  of  three  quarterly dividends on the preferred stock of
Holdings that were in arrears.

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




     During the nine months ended September 30, 1996, $7.5 million was borrowed
on the Company's revolving line of  credit.   Net proceeds of $1.7 million were
received from the sale and leaseback of three properties during the period.

     At September 30, 1996, the Company had $14.4  million  available under its
Senior Secured Credit Facility, after reserving $1.4 million  for  a  letter of
credit guaranteed under the Senior Secured Credit Facility.  While interest  is
accrued  monthly,  payments  of  approximately $6.2 million for interest on the
Senior Notes are made each February  15th  and  August 15th thus creating semi-
annual cash needs.  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, fund restaurant  remodeling
required under the Franchise  Agreements  and meet required payments in respect
of Holdings' Preferred Stock (subject to the terms of the Senior Note indenture
and the Senior Secured Credit Facility) for  at  least  the next twelve months.
The balance will provide funds for future acquisitions.

     The Senior Note Indenture imposes limitations on certain  payments,  which
include  dividends  and  redemptions  of  Holdings  preferred  stock  which are
scheduled to begin in December, 1996.  Such limitations may not permit  payment
of the redemptions or dividends on Holdings preferred stock due as of December,
1996  until  the  amount  available  for  such  restricted payments is restored
through either earnings or new capital investment.   The  effect of the failure
to pay dividends or redemptions on a current basis is that  the normal dividend
rate increases from 10% to a potential maximum rate of 14% until  the dividends
and redemptions are current.

     Consummation  of  the  transaction  described  in  Item 1 of the Company's
report on Form 8-K filed April 10, 1996 constituted a "change of control" under
the indenture governing the Company's Senior Notes.  Accordingly,  each  holder
of Senior Notes had the right to require the Company (which right terminated on
May  6, 1996) to repurchase all or any part of such holder's Senior Notes at  a
repurchase  price  in  cash equal to 101% of the principal amount of the Senior
notes being repurchased (plus accrued and unpaid interest, if any).  Holders of
$838,000  principal  amount  of  Senior  Notes  elected  to  have  their  notes
repurchased.

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)   The following exhibit is filed as part of this report.

           EXHIBIT NO.
               27          Financial Data Schedule

     (b)  There were no reports on form 8-K 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 14, 1996                           (ALAN VITULI)
Date                                        (Signature)
                                            Alan Vituli
                                            Chairman and Chief Executive
                                            Officer




November 14, 1996                           (RICHARD V. CROSS)
Date                                        (Signature)
                                            Richard V. Cross
                                            Executive Vice President -
                                            Finance and Treasurer