United States securities and exchange commission logo

                            July 30, 2021

       Anthony E. Hull
       Vice President, Chief Financial Officer and Treasurer
       Carrols Restaurant Group, Inc.
       968 James Street
       Syracuse, New York 13203

                                                        Re: Carrols Restaurant
Group, Inc.
                                                            Form 10-K for the
Fiscal Year Ended January 3, 2021
                                                            Filed March 11,
                                                            File No. 001-33174

       Dear Mr. Hull:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-K for the Fiscal Year Ended January 3, 2021

       Consolidated Financial Statements
       Consolidated Statements of Comprehensive Income (Loss), page F-4

   1.                                                   It appears from your
disclosure on page F-10 that cost of sales consists of food, beverage
                                                        and paper costs and
delivery charges, net of vendor purchase discounts and rebates, and is
                                                        not burdened with other
direct and indirect costs of producing your food and beverages. If
                                                        so, please retitle this
line item accordingly to better reflect what it represents.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.
 Anthony E. Hull
Carrols Restaurant Group, Inc.
July 30, 2021
Page 2

       You may contact Linda Cvrkel at (202) 551-3813 or Rufus Decker at (202)
551-3769 if
you have any questions.

FirstName LastNameAnthony E. Hull                        Sincerely,
Comapany NameCarrols Restaurant Group, Inc.
                                                         Division of
Corporation Finance
July 30, 2021 Page 2                                     Office of Trade &
FirstName LastName