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UNITED STATES

SECURITIES AND    EXCHANGE COMMISSION

WASHINGTON,    D.C. 20549

FORM    8-K

CURRENT    REPORT

Pursuant    to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date    of Report (Date of earliest event reported)

October    11, 2000 (October 6, 2000)

TACO    CABANA, INC.

(Exact name of    registrant as specified in its charter)

                                Delaware                                 0-20716                              74-2201241                        (State  or other  jurisdiction               (Commission                           (IRS  employer                             of  incorporation)                           File  Number)                          identification  no.)  8918 Tesoro Drive, Suite 200
San    Antonio, Texas     78217

(Address    of principal executive office, including ZIP Code)

(210) 804-0990

(Registrant's    telephone number, including area code)

N/A

(Former    name or former address, if changed since last report)

Item    5.    OTHER    EVENTS

               On    October    6,    2000,    Taco    Cabana,    Inc.    issued    a    press    release    announcing    the    execution    of a    definitive    Agreement    and    Plan    of    Merger    under    which    Carrols    Corporation    would    purchase,    for    cash,    all of    the    outstanding    common    shares    of    Taco    Cabana,    Inc.    at a    price    of    $9.04    per    share,    or a    total    of    approximately    $105    million    for    the    11.6    million    common    shares    outstanding.     The    total    transaction    is    valued    at    approximately    $152    million    including    the    purchase    of the    outstanding    shares,    employee    stock    options    and    the    assumption    of    Taco    Cabana's    outstanding    debt    which    is    approximately    $42    million.

                Completion    of the    transaction    is    subject    to    approval    of    Taco    Cabana's    shareholders,    expiration    or    termination    of the    applicable    waiting    period    under    the    Hart-Scott-Rodino    Antitrust    Improvements    Act of    1976    and    funding    under    Carrols'    commitment    from    its    senior    lender.     Carrols    has    secured    a    commitment    for    senior    debt    financing    for    the    transaction    from    Chase    Manhattan    Bank.     It is    subject    to    customary    closing    conditions.      Taco    Cabana    also    announced    that    it has    amended    its    stockholder    rights    plan    to    provide    that    Carrols    will    not be    deemed    an    "acquiring    person"    in    connection    with    the    proposed    merger    and    that    the    stockholder    rights    plan    will    not be    triggered    as a    result    of the    proposed    transaction.

Item 7.                FINANCIAL    STATEMENTS AND EXHIBITS

             [C]            Exhibits

                        1.  Press Release dated    October 6, 2000

                        2. Agreement and Plan of Merger    among Carrols Corporation, Spur Acquisition Corp. and Taco Cabana, Inc.    dated October 6, 2000

SIGNATURES

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 hereunto duly authorized.

TACO CABANA,    INC.

(Registrant)

     

     

Date:     October    11, 2000                                   By:     /s/    David    G.    Lloyd                

                                                                        David    G.    Lloyd,    Senior    Vice-President                                                                             and     Chief     Financial    Officer                                                                                                                  

     

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