September 12, 2019

Daniel T. Accordino
Chief Executive Officer
Carrols Restaurant Group, Inc.
968 James Street
Syracuse, New York 13203

       Re: Carrols Restaurant Group, Inc.
           Form 10-K for the Fiscal Year Ended December 30, 2018
           Filed March 7, 2019
           Form 10-Q for the Fiscal Quarter Ended June 30, 2019
           Filed August 9, 2019
           File No. 001-33174

Dear Mr. Accordino:

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

       Please respond to these comments 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
comments apply to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year Ended December 30, 2018

Item 6: Selected Financial Data, page 36

1.    We note your presentation of the non-GAAP measure Restaurant-Level EBITDA
and that
      you present this measure because it excludes the impact of general and
administrative
      expenses which are not directly related to restaurant-level operations.
Please expand your
      disclosure on limitations of using this measure to explain the types of
general and
      administrative costs that are being excluded. Additionally, disclose that
although these
      costs may not be directly related to restaurant-level operations, profits
at the restaurant
      level would not exist without these costs. See Item 10(e)(1)(i)(C) of
Regulation S-K.
2.    Financial statements and other data presented in tabular form should read
consistently
      from left to right in the same chronological order throughout the filing.
Please revise your
      presentation throughout the filing in accordance with SAB Topic 11:E.
 Daniel T. Accordino
Carrols Restaurant Group, Inc.
September 12, 2019
Page 2
Form 10-Q for the Fiscal Quarter Ended June 30, 2019

Note 2: Acquisitions, page 9

3.       Please disclose a qualitative description of the factors that make up
the goodwill
         recognized in the Cambridge transaction in accordance with ASC
805-30-50-1(a).
        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.

       You may contact Theresa Brillant at 202-551-3307 or Lyn Shenk at
202-551-3380 with
any questions.



FirstName LastNameDaniel T. Accordino                         Sincerely,
Comapany NameCarrols Restaurant Group, Inc.
                                                              Division of
Corporation Finance
September 12, 2019 Page 2                                     Office of
Transportation and Leisure
FirstName LastName