Re:	Carrols Restaurant Group, Inc.

1.

We note that you have forward incorporated by reference to your 10-K and to documents that you will file after the date of the registration statement. We further note that substantially all of the information required by Items 11-14 in Part III of your Form 10-K are incorporated by reference to your Proxy Statement on Schedule 14A, which you have not yet filed. Please file your Proxy Statement promptly, or revise your Form S-3 to furnish all of the required information in that document. Please note that we may not declare this registration statement effective until you have provided such disclosure.

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2.	We note the qualifying language in your opinion referring to the certificates, board resolutions, agreements and other documents that will be executed in the future. Please confirm that you will file a clean opinion with each takedown offering of securities under this Form S-3.

3.

Refer to the statement in the penultimate paragraph of Exhibit 5.1 which states that the opinion “…may not be relied upon for any other purpose…” absent the consent of Akerman LLP. Purchasers of securities in the offering are entitled to rely upon the opinion of counsel. In this regard, revise your opinion to remove any limitations on reliance and file the revised opinion with your next amendment.

(i)	should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(ii)	the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii)	the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.