EXHIBIT 3.8

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CARROLS J.G. CORP.

     1. The name of the corporation is:

                               CARROLS J.G. CORP.

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have
authority to issue is Two Hundred (200) all of such shares shall be without par
value.

     5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

     6. The name and mailing address of the incorporator is:

                                                 T. L. Ford
                                                 Corporation Trust Center
                                                 1209 Orange Street
                                                 Wilmington, Delaware 19801

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 14th day of May, 1993.


                                                 /s/ T. L. Ford
                                                 -------------------------------
                                                 T. L. Ford