FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   CARROLS CORP 2. Date of Event Requiring Statement (Month/Day/Year) 04/25/2012 3. Issuer Name and Ticker or Trading Symbol Fiesta Restaurant Group, Inc. [FRGI] (Last) (First) (Middle) 968 JAMES STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SYRACUSE, NY 13203 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, par value $0.01 per share 23,161,822 (1) D Â

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARROLS CORP 968 JAMES STREET SYRACUSE, NY 13203	Â	  X	Â	Â
CARROLS RESTAURANT GROUP, INC. 968 JAMES STREET SYRACUSE, NY 13203	Â	  X	Â	Â

Signatures

/s/ Joseph A. Zirkman, Vice President, General Counsel and Secretary		04/25/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This Form 3 is being filed by Carrols Restaurant Group, Inc. and Carrols Corporation, a wholly-owned subsidiary of Carrols Restaurant Group, Inc., in connection with the Securities and Exchange Commission's declaration of effectiveness of the Registration Statement on Form 10 of Fiesta Restaurant Group, Inc. which describes the proposed spin-off of Fiesta Restaurant Group, Inc. by Carrols Restaurant Group, Inc. on May 7, 2012 in the form of a pro rata stock dividend to the holders of Carrols Restaurant Group, Inc. of record on April 26, 2012.

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