December 12, 2006

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:	Carrols Restaurant Group, Inc.

Registration Statement on Form S-1

File No. 333-137524

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, we hereby join in the request of Carrols Restaurant Group, Inc. (the “Company”) for acceleration of the effective date of the above-referenced registration statement relating to the Company’s offering of shares of its common stock so that such registration statement is declared effective at 3:30 p.m. (Washington, D.C. time) on December 14, 2006, or as soon as practicable thereafter.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that the preliminary prospectus dated November 30, 2006 prepared by the Company in connection with the offering referred to above was distributed as follows:

 

		6,194 copies		to		Underwriters (includes 4 underwriters and their respective sales force representatives)
		4,467 copies		to		Institutions
		320 copies		to		Others
Total:		10,981 copies

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