Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tunnessen James E
   2. Issuer Name and Ticker or Trading Symbol
CARROLS RESTAURANT GROUP, INC. [TAST] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP, Pollo Tropical
(Last)
(First)
(Middle)
C/O CARROLS RESTAURANT GROUP, INC., 968 JAMES STREET		 3. Date of Earliest Transaction (Month/Day/Year)
03/05/2012
(Street)

SYRACUSE, NY 13203		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 03/05/2012   A(1)   15,105 A $ 0 (1) 77,572 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $ 13 03/05/2012   J(1)     9,600   (2) 12/14/2013 Common Stock, par value $.01 per share 9,600 $ 0 0 D  
Options (Right to Buy) $ 15.6 03/05/2012   J(1)     9,600   (2) 12/14/2013 Common Stock, par value $.01 per share 9,600 $ 0 0 D  
Options (Right to Buy) $ 8.08 03/05/2012   J(1)     7,500   (3) 01/15/2015 Common Stock, par value $.01 per share 7,500 $ 0 0 D  
Options (Right to Buy) $ 2.6 03/05/2012   J(1)     3,825   (4) 01/15/2016 Common Stock, par value $.01 per share 3,825 $ 0 0 D  
Options (Right to Buy) $ 6.48 03/05/2012   J(1)     10,000   (5) 01/15/2017 Common Stock, par value $.01 per share 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Tunnessen James E
C/O CARROLS RESTAURANT GROUP, INC.
968 JAMES STREET
SYRACUSE, NY 13203		       Executive VP, Pollo Tropical  

Signatures

 /s/James E. Tunnessen   03/07/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the spin-off of Fiesta Restaurant Group, Inc. by Carrols Restaurant Group, Inc. (the "Issuer") and in accordance with the Issuer's 2006 Stock Incentive Plan, as amended (the "Plan"), on March 5, 2012, all (i) outstanding vested stock options held by the Reporting Person under the Plan were converted into unrestricted shares of the Issuer's common stock using a conversion formula to preserve the intrinsic value of each option to the holder and (ii) outstanding unvested stock options held by the Reporting Person under the Plan were converted into restricted shares of the Issuer's common stock using a conversion formula to preserve the intrinsic value of each option to the holder.
(2) The Reporting Person's options were granted pursuant to the Plan and will vest and become exercisable over a period of five years, with one-fifth (1/5) of such options becoming exercisable on December 13, 2007, and an additional one-sixtieth (1/60) of such options vesting and becoming exercisable on the first day of each month after December 13, 2007.
(3) The Options were granted to the Reporting Person pursuant to the Plan and will vest and become exercisable over a period of five years, with one-fifth (1/5) of such Options vesting on January 15, 2009 an additional one-sixtieth (1/60) of such options vesting and becoming exercisable on the first day of each month after January 15, 2009.
(4) The Options were granted to the Reporting Person pursuant to the Plan and will vest and become exercisable over a period of five years, with one-fifth (1/5) of such Options vesting on January 15, 2010 an additional one-sixtieth (1/60) of such options vesting and becoming exercisable on the first day of each month after January 15, 2010.
(5) The Options were granted to the Reporting Person pursuant to the Issuer's 2006 Stock Incentive Plan and will vest and become exercisable over a period of five years, with one fifth (1/5) of such Options vesting on January 15, 2011 an additional one-sixtieth (1/60) of such options vesting and becoming exercisable on the first day of each month after January 15, 2011.

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