FORM 10-Q


                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

[X]  Quarterly report pursuant to section 13 or 15 (d) of the
     Securities Exchange Act of 1934

     For the quarterly period ended March 31, 1997
                              or

[ ]  Transition report pursuant to section 13 or 15 (d) of the
     Securities Exchange Act of 1934



                         Commission File Number
                                 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 May 14, 1997

                         10 SHARES



<PAGE>
                        PART 1 - FINANCIAL INFORMATION

                     CARROLS CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1997 AND DECEMBER 31, 1996



<TABLE>
<CAPTION>
                           ASSETS                                            March 31,                     December 31,
                                                                               1997                          1996
<S>                                                           <C>                          <C>
Current assets:
  Cash and cash equivalents                                                   $  9,121,000                 $  1,314,000
  Trade and other receivables                                                    8,645,000
                       793,000
  Inventories                                                                    2,189,000
                       2,163,000
  Prepaid real estate taxes                                                        774,000
                       725,000
  Deferred income taxes                                                        3,264,000
                       3,264,000
  Prepaid expenses and other current assets                                    1,144,000
                                                                                                              932,000
        Total current assets                                                    25,137,000
                       9,191,000
Property and equipment, at cost:
  Land                                                                           9,162,000
                       9,066,000
  Buildings and improvements                                                    16,501,000
                       16,175,000
  Leasehold improvements                                                        38,635,000
                       37,921,000
  Equipment                                                                     50,313,000
                       46,834,000
  Capital leases                                                                14,548,000
                       14,548,000
  Construction in progress                                                       805,000
                                                                                                              895,000
                                                                               129,964,000
                       125,439,000
  Less accumulated depreciation
    and amortization                                                          (64,850,000)
                       (63,356,000)
      Net property and equipment                                                65,114,000
                       62,083,000
Franchise rights, at cost (less accumulated      amortization
of $22,274,000 at March 31,       1997 and $21,787,000 at
December 31, 1996).                                                             66,584,000
                                                                                                             46,203,000
Beneficial leases, at cost (less
  accumulated amortization of $7,901,000 at      March 31,
1997 and $7,748,000 at
  December 31, 1996).                                                            6,753,000
                       6,907,000
Excess of cost over fair value of assets         acquired
(less accumulated amortization of
  $592,000 at March 31, 1997 and $578,000 at     December 31,
1996).                                                                           1,719,000
                       1,733,000
Deferred income taxes                                                            8,038,000
                       6,637,000
Other assets                                                                   7,656,000
                                                                                                            5,834,000
                                                                           $ 181,001,000
                       $138,588,000
</TABLE>



<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONT'D)
                     MARCH 31, 1997 AND DECEMBER 31, 1996






<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)                                     March 31,                 December 31,
                                                                                   1997                           1996
<S>                                                           <C>                            <C>
Current liabilities:
  Current portion of long-term debt                                            $  13,155,000                 $      8,000
  Current portion of capital lease obligations                                       532,000                      574,000
  Accounts payable                                                                 8,802,000                    9,319,000
  Accrued liabilities:
    Payroll and employee benefits                                                  3,237,000                    3,837,000
    Taxes - income and other                                                       1,311,000                    2,334,000
    Interest                                                                       1,701,000                    4,741,000
    Other                                                                          2,979,000                    3,382,000
        Total current liabilities                                                 31,717,000                   24,195,000
Long-term debt, net of current portion                                           121,563,000                  118,180,000
Capital lease obligations,
  net of current portion                                                           2,392,000                    2,503,000
Deferred income - sale/leaseback of real
  estate                                                                           2,121,000                    2,154,000
Accrued postretirement benefits                                                    1,539,000                    1,522,000
Other liabilities                                                                2,703,000                    1,696,000
        Total liabilities                                                        162,035,000                  150,250,000
Stockholder's equity (deficit):
  Common stock, par value $1; authorized
    1,000 shares, issued and outstanding -
    10 shares                                                                             10                           10
  Additional paid-in capital
          1,411,990
                                                                                  30,279,990
  Accumulated deficit                                                                                          (
          (10,574,000)
                                                                                 11,314,000)
  Less: Note receivable - redemption of
    warrants
                                                                                                              (2,500,000)
    Total stockholder's equity (deficit)
          (11,662,000)
                                                                                  18,966,000
                                                                                                               $181,001,000
          $138,588,000
</TABLE>






<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED MARCH 31, 1997 AND 1996








<TABLE>
<CAPTION>
                                                                                   March 31,                    March 31,
<S>                                                           <C>                            <C>
                                                                                    1997                        1996
                                                                                  (13 weeks)                   (13 weeks)
Revenues:
  Sales                                                                          $58,305,000                  $54,362,000
  Other income                                                                       83,000                      49,000
                                                                                  58,388,000                   54,411,000
Costs and expenses:
  Cost of sales                                                                   16,506,000                   15,556,000
  Restaurant wages & related expenses                                             18,704,000                   16,603,000
  Other restaurant operating expenses                                             12,350,000                   11,675,000
  Depreciation and amortization                                                    2,902,000                    2,663,000
  Administrative expenses                                                          2,748,000                    2,476,000
  Advertising expense                                                              2,731,000                    2,432,000
    Total operating expenses                                                     55,941,000                  51,405,000
Operating income                                                                   2,447,000                  3,006,000
  Interest expense                                                                 3,556,000                    3,549,000
    Loss before taxes                                                            (1,109,000)                    (543,000)
Benefit for taxes                                                                    369,000                      115,000
     NET LOSS                                                                 $   (740,000)                  $  (428,000)
</TABLE>

















<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED MARCH 31, 1997 AND 1996


               Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                                    March 31,    March 31,
<S>                                                             <C>                           <C>
                                                                                     1997          1996
                                                                                   (13 weeks)   (13 weeks)
Cash flows from operating activities:
  Net loss                                                                       $  (740,000)                $  (428,000)
  Adjustments to reconcile net loss
    to cash used for operating activities:
      Depreciation and amortization                                                 2,902,000                   2,663,000
      Deferred income taxes                                                         (494,000)                   (215,000)
      Gain on sale of property and equipment                                        (234,000)                    (33,000)
      Change in assets and liabilities:
        Trade and other receivables                                                   481,000                     454,000
        Inventories                                                                  (26,000)                     160,000
        Prepaid expenses and other current assets                                   (261,000)                      17,000
        Other assets                                                              (1,940,000)                    (35,000)
        Accounts payable                                                            (517,000)                    (17,000)
        Accrued interest                                                          (3,040,000)                 (3,117,000)
        Accrued taxes - income and other                                          (1,023,000)                   (112,000)
        Accrued payroll and employee benefits                                       (600,000)                 (1,153,000)
        Other accrued liabilities                                                   (403,000)                   (572,000)
        Other                                                                         991,000                    (59,000)
      Cash used for operating activities                                        (4,904,000)                 (2,447,000)
Cash flows from investing activities:
  Capital expenditures:
    Property and equipment                                                          (929,000)                 (2,060,000)
    Construction of new restaurants                                                 (956,000)                   (183,000)
    Acquisition of restaurants                                                   (24,816,000)                    (17,000)
    Franchise rights                                                                (179,000)                     (5,000)
  Payments received on notes and mortgages
    receivable                                                                          4,000                       9,000
  Proceeds from sale of property and equipment                                      1,082,000
  Other investments                                                                                           1,330,000
      Net cash used for investing activities                                     (25,794,000)                  (926,000)
</TABLE>

<PAGE>
                     CARROLS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)
                  THREE MONTHS ENDED MARCH 31, 1997 AND 1996


               Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                                    March 31,                    March 31,
<S>                                                             <C>                           <C>
                                                                                   1997                          1996
                                                                                   (13 weeks)                   (13 weeks)
Cash flows from financing activities:
  Proceeds from long-term debt                                                    $16,532,000                  $ 2,707,000
  Principal payments on long-term debt                                                (2,000)                     (64,000)
  Principal payments on capital leases                                              (153,000)                    (158,000)
  Proceeds from issuing stock                                                      22,128,000
  Exercise of employee stock options                                                                                12,000
  Proceeds from sale-leaseback transactions                                                                      1,659,000
  Dividends paid                                                                                                (423,000)
     Net cash provided by
      financing activities                                                      38,505,000                     3,733,000
     Increase in cash and cash equivalents                                          7,807,000                      360,000
Cash and cash equivalents,
  beginning of period                                                            1,314,000                     1,463,000
    CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                                            $ 9,121,000                   $ 1,823,000
Supplemental disclosures:
 Interest paid on debt                                                         $ 6,596,000                     $ 6,666,000
 Taxes paid                                                                    $ 1,265,000                     $    47,000
</TABLE>


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




1.  STATEMENT OF MANAGEMENT

     The  accompanying  consolidated  financial  statements  have been prepared
without  audit,  pursuant  to  the rules and regulations of the Securities  and
Exchange Commission and do not include all of the information and the footnotes
required by generally accepted accounting  principles  for complete statements.
In  the  opinion of management, all normal and recurring adjustments  necessary
for a fair presentation of such financial statements have been included.

     The results  of  operations for the three months ended March 31, 1997, are
not necessarily indicative of the results to be expected for the full year.

     The preparation of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates and
assumptions  that  affect  the  reported amounts of assets and liabilities  and
disclosure of contingent assets and  liabilities  at  the date of the financial
statements  and  the  reported  amounts  of  revenues and expenses  during  the
reporting period.  Actual results could differ from those estimates.

     These consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes  thereto  for  the  year  ended
December  31,  1996 contained in the Company's 1996 Annual Report on Form 10-K.
The December 31,  1996  balance  sheet  data  is derived from audited financial
statements.


2.   INVENTORIES

     Inventories at March 31, 1997 and December 31, 1996, consisted of:

<TABLE>
<CAPTION>
                                                  March 31,             December 31,
<S>                                      <C>                      <C>
                                                   1997                    1996
   Raw materials (food and
     paper products)                     $1,456,000              $ 1,386,000
   Supplies                                  733,000                 777,000
                                         $2,189,000              $ 2,163,000
</TABLE>



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





3.   INCOME TAXES

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

<TABLE>
<CAPTION>
                                                  March 31,               March 31,
<S>                                      <C>                      <C>
                                                  1997                     1996
   Current                             $  (125,000)            $   (100,000)
   Deferred                                494,000                   215,000
                                        $   369,000             $    115,000
</TABLE>

     For  1997  and  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 result principally
     from state taxes.

     A tax benefit of $907,000 resulting from the deferred disposition of stock
     options associated with  the 1996 change in control transaction previously
     reported  on Form 10-K was  credited  directly  to  paid  in  capital  and
     increased the deferred income tax asset.

4.   ACQUISITION

     On March 28,  1997,  the  Company  purchased  certain assets and franchise
     rights of twenty-three Burger King restaurants in North and South Carolina
     for  a  cash price of approximately $21.0 million.   Proforma  information
     with  respect  to  the  acquisition  is  as  follows,  which  assumes  the
     transaction occurred on the first day of the period presented:

                                     THREE MONTHS ENDED MARCH 31,
<TABLE>
<CAPTION>
                                                  1997                     1996
<S>                                      <C>                      <C>
   Revenues                            $ 64,291,000             $ 60,696,000
   Operating income                    $  2,594,000             $  3,434,000
   Net (Loss)                         $   (908,000)            $   (429,000)
</TABLE>


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




5.   LONG-TERM DEBT

     On  March  27,  1997,  the Company entered into a Loan Agreement among the
     Company , Texas Commerce  Bank  National  Association, as Agent, and other
     Lenders  who  are  parties  thereto  (the  "Loan  Agreement").   The  Loan
     Agreement  provides  for (i) a $127,000,000 Advance  Loan  Facility  ($5.0
     million of which will  be  used  to  replace the current $5.0 million term
     loan with Heller Financial, Inc.) under  which  the  Company  may  borrow,
     through  December  31,  1999, up to 75% of the purchase costs incurred  in
     connection  with permitted  acquisitions  of  the  Company,  and;  (ii)  a
     $25,000,000 Revolving  Loan Facility to be used to refinance the Company's
     existing revolving credit facility with Heller Financial, Inc., to finance
     permitted acquisitions and  new  store development by the Company, and for
     other working capital and general corporate purposes.  The Company is also
     permitted to use the Advance Loan Facility to repurchase up to $25,000,000
     of the 11-1/2% Senior Notes due 2003  (The  "Senior  Notes")  in the event
     that the holders of such notes exercise the right to cause the  Company to
     repurchase such Senior Notes due to a change in control.

     The Loan Agreement provides for interest rate options of a) the greater of
     the  prime  rate  (or  the  Federal  Funds  Rate  plus .50%) plus a margin
     currently at .75% but variable between 1.00% and 0.00%;  or  b) the London
     Interbank  offering  rate  plus  a  margin currently at 2.25% but variable
     between  2.50% and 1.50%.  A debt to earnings  ratio  will  determine  the
     margin percent.   Commitment  fees  on  the unused balances of the Advance
     Loan Facility and the Revolving Loan Facility will be payable quarterly at
     the annual rates of 0.25% and 0.375%, respectively.

     The Revolving Loan Facility has a maturity date of December 31, 2001 while
     the Advance Loan Facility requires quarterly  principal  repayments  at an
     annual  rate of 6% beginning with the end of the second quarter after each
     advance loan  and  increasing  2% per year through the 6{th} year with the
     remainder repayable during the 7{th} year.

     At March 31, 1997, $7.7 million  was  outstanding  under  the Advance Loan
     Facility.  Substantially all assets of the Company are collaterialized  by
     loan  agreements  and  $12.8  million of the outstanding revolver debt was
     classified as current due to payment  of such debt subsequent to March 31,
     1997.

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





6.   CHANGE IN STOCKHOLDERS' EQUITY

     On March 27, 1997, the Company received  a net investment in its equity of
     $30.4 million which included a note of $8.3  million.   Proceeds from this
     note  were  received  by  the  Company on April 1, 1997 and the  note  was
     included with Trade and other receivables at March 31, 1997.

     In addition, the note receivable  reflected as an increase to the December
     31,  1996  stockholders  deficit  has  been  satisfied  and  Holdings  has
     exercised its option to purchase certain  warrants  to  acquire  Holdings'
     common stock held by the issuer of the note.


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




RESULTS OF OPERATIONS

     SALES.   Sales  for  the three months ended March 31, 1997 increased  $3.9
million, or 7.3%, as compared  to  the  three  months ended March 31, 1996. The
Company  operated  an  average  of 236 Burger King restaurants  for  the  first
quarter of 1997 as compared to 219  in  1996.   Average  restaurant  unit sales
decreased  .4%  when  comparing 1997 to 1996.  Sales at comparable restaurants,
the 216 units operating  for  the  entirety  of the compared periods, increased
$0.1 million, or .1%.  Net restaurant selling  prices  increased  approximately
4.2%  from  the  prior  year  due mainly to lower discount promotional activity
(3.5%) and menu price increases (.7%).

     COST OF SALES.  Cost of sales  (food and paper costs) for the three months
ended  March  31, 1997 increased in dollars  due  to  higher  sales  but  as  a
percentage of sales  these  costs decreased .3% from 1996 to 1997 due primarily
to the effect of fewer discount  promotions  partially  offset  by increases in
commodity costs, especially beef.

     RESTAURANT  WAGES  AND  RELATED  EXPENSES.   Restaurant wages and  related
expenses increased from 30.5% of sales to 32.1% of  sales  when  comparing  the
three months ended March 31, 1996 to 1997.  Increased wage rates (including the
increase  in  the  minimum  wage  rate  effective  October 1, 1996) and related
payroll  tax  costs  were  partially offset by the effects  of  fewer  discount
promotions.

     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 21.5% in 1996  to  21.2% in 1997.  A modest increase
in utility expenses was more than offset by decreases  in other operating costs
like snowplowing expenses associated with the harsh winter  conditions  in  the
Northeast during the winter of 1996 as compared to the milder winter of 1997.

     DEPRECIATION  AND  AMORTIZATION.  Additional depreciation and amortization
from new and acquired restaurants  was partially offset by the effect of assets
becoming fully depreciated causing depreciation  and  amortization  to increase
$.2 million when comparing 1997 to 1996.

     ADMINISTRATIVE  EXPENSES.   Administrative expenses increased $.3  million
when comparing the three months ended  March  31,  1997  to  1996 due mainly to
increased  costs  associated  with  more restaurants and costs associated  with
anticipated future expansion.

     ADVERTISING EXPENSE.  An increase  in  advertising payments to Burger King
Corporation of $0.2 million (based on sales levels)  and additional promotional
activities were the principal causes for the increase  in  advertising  expense
when comparing 1997 to 1996.



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




     INTEREST  EXPENSE.   A  modest  increase  in  the  average  loan  balances
outstanding  from  1996  to 1997 was offset by a slight decrease in the average
interest rate.

     BENEFIT FOR TAXES.  The  income  tax  benefit  reflected  during the three
months  ended  March  31,  1997  and  1996  reflects the benefit of the  losses
generated during the periods which are expected  to  be  offset  by  income  in
subsequent periods.



LIQUIDITY AND CAPITAL RESOURCES

     The  operating activities of the Company used $4.9 million of cash for the
three months  ended  March  31,  1997 which included $6.3 million for the semi-
annual payment of accrued interest  on  the  Company's 11- 1/2 % Senior Notes (
the "Senior Notes").

     Capital spending for property, equipment  and  franchise  rights  of $26.9
million  included $24.8 million for the acquisition of 24 restaurants in  North
Carolina and  South Carolina, three restaurants in Michigan and two restaurants
in Pennsylvania.   Also included were construction costs for two new restaurant
units that opened during  the  quarter,  various  remodels  and  other  capital
maintenance  projects.   One  restaurant unit was sold during the quarter which
resulted in cash proceeds of $1.1 million.

     As discussed in Note 5, the  Company  entered into a new loan agreement on
March 27, 1997 whereby a $127.0 million Advance  Loan  Facility was established
for  the  Company  to  borrow  up  to  75% of the purchase costs  of  permitted
acquisitions.  A $25.0 million Revolving  Loan Facility was also established to
refinance the existing revolving credit facility  with  Heller Financial, Inc.,
to  finance  permitted acquisitions and new store development,  and  for  other
working capital and general corporate purposes.

     Additionally  as  outlined in the Company's Form 8-K dated March 27, 1997,
net proceeds from new common  equity  of  $30.4  million was received including
$8.3 million that was received subsequent to the end of the first quarter.

     During the three months ended March 31, 1997,  $8.8  million  was borrowed
under  the Company's revolving line of credit bringing the outstanding  balance
to $13.5  million at March 31, 1997. This balance was repaid in its entirety at
the beginning of the second quarter.  During the first quarter the Company also
borrowed $7.7  million  under  the  new  Advance Term Loan agreement with Texas
Commerce Bank.
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                     OF OPERATIONS AND FINANCIAL CONDITION
                                  (continued)
                           ________________________



     The Company's loan agreements impose  limitations  on  certain  restricted
payments,  which include dividends and preferred stock redemptions of Holdings.
As of March  31, 1997 dividends on the Preferred Stock of Holdings for the last
quarter of 1996  and  the first quarter of 1997 of $.4 million, and a scheduled
preferred stock redemption  of  Holdings of $1.8 million from 1996 were unpaid.
Proceeds  from  the  new  equity  described  above  permitted  the  Company  to
subsequently make these payments in the second quarter of 1997.

     As discussed in the Company's  Annual  report  on  Form 10-K for 1996, the
change  in control occurred on March 27, 1997.  Under the  indenture  governing
the Company's  Senior  Notes, the change in control gives each holder of Senior
Notes the right to require  the  Company  to repurchase all or any part of such
holder's Senior Notes which rights terminate  on  May  26,  1997.   The  stated
repurchase  price  would  be equal to 101% of the principal amount of the notes
being repurchased plus accrued and unpaid interest.  In light of current market
conditions, the Company does not anticipate that a significant number of Senior
Note holders will exercise  these  rights.   To the extent that such repurchase
rights  are  exercised,  the  Company  expects to finance  the  amount  through
borrowings under the TCB Loan Agreement  which  provides for such borrowings up
to an aggregate $25 million.

     While interest is accrued monthly, payments  of approximately $6.2 million
for interest on the Notes are made each February 15{th}  and August 15{th} thus
creating semi-annual cash needs.  The Company believes that  future  cash  flow
from operations together with funds available under its loan agreements 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 Indenture and  the
Loan Facilities) for at least the next twelve months.  The balance will provide
funds for future acquisitions.


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)  Subsequent to the quarter ended March 31,  1997,  the Company filed a
current report on Form 8-K dated March 27, 1997, reporting Item  1  "Change  in
Control  of  Registrant"; Item 5 "Other Events"; and Item 7 "Proforma Financial
Information".

<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)


May 14, 1996                                /S/ ALAN VITULI
Date                                        (Signature)
                                            Alan Vituli
                                            Chairman and Chief Executive
                                            Officer




May 14, 1996                                /S/ PAUL R. FLANDERS
Date                                        (Signature)
                                            Paul R. Flanders
                                            Vice President - Finance