SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PAGE 1 OF 8 PAGES

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CUSIP No. 14574X104

1		NAME OF REPORTING PERSON
		Manulife Financial Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*						(a) ¨
								(b) ¨
		N/A
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Canada
				5		SOLE VOTING POWER
						-0-
Number of				6		SHARED VOTING POWER
Shares
Beneficially						-0-
Owned by
		Each		7		SOLE DISPOSITIVE POWER
Reporting
Person						-0-
		With
				8		SHARED DISPOSITIVE POWER
						-0-
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		None, except through its indirect, wholly-owned subsidiaries, MFC Global Investment Management (U.S.A.) Limited
		and MFC Global Investment Management (U.S.), LLC
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		See line 9 above.
12		TYPE OF REPORTING PERSON*
		HC

*SEE INSTRUCTIONS PAGE 2 OF 8 PAGES

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CUSIP No. 14574X104

1		NAME OF REPORTING PERSON
		MFC Global Investment Management (U.S.A.) Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*						(a) ¨
								(b) ¨
		N/A
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Canada
				5		SOLE VOTING POWER
						659
Number of				6		SHARED VOTING POWER
Shares
Beneficially						-0-
Owned by
		Each		7		SOLE DISPOSITIVE POWER
Reporting
Person						659
		With
				8		SHARED DISPOSITIVE POWER
						-0-
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		659
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		0.003%
12		TYPE OF REPORTING PERSON*
		IA

*SEE INSTRUCTIONS PAGE 3 OF 8 PAGES

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CUSIP No. 14574X104

1		NAME OF REPORTING PERSON
		MFC Global Investment Management (U.S.), LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*						(a) ¨
								(b) ¨
		N/A
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
				5		SOLE VOTING POWER
						2,456,988
Number of				6		SHARED VOTING POWER
Shares
Beneficially						-0-
Owned by
		Each		7		SOLE DISPOSITIVE POWER
Reporting
Person						2,456,988
		With
				8		SHARED DISPOSITIVE POWER
						-0-
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,456,988
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
		N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
		11.39%
12		TYPE OF REPORTING PERSON*
		IA

*SEE INSTRUCTIONS PAGE 4 OF 8 PAGES

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Item 1(a)		Name of Issuer:
		Carrols Restaurant Group, Inc.
Item 1(b)		Address of Issuer's Principal Executive Offices:
		968 James Street
		Syracuse, New York 13203
Item 2(a)		Name of Person Filing:
		This filing is made on behalf of Manulife Financial Corporation (“MFC”) and MFC’s
		indirect, wholly-owned subsidiaries, MFC Global Investment Management (U.S.A.) Limited
		(“MFC Global (U.S.A.)”) and MFC Global Investment Management (U.S.), LLC (“MFC
		Global (U.S.)”).
Item 2(b)		Address of Principal Business Office:
		The principal business offices of MFC and MFC Global (U.S.A.) are located at 200 Bloor
		Street East, Toronto, Ontario, Canada, M4W 1E5.
		The principal business office of MFC Global (U.S.) is located at 101 Huntington Avenue,
		Boston, Massachusetts 02199.
Item 2(c)		Citizenship:
		MFC and MFC Global (U.S.A.) are organized and exist under the laws of Canada.
		MFC Global (U.S.) is organized and exists under the laws of the State of Delaware.
Item 2(d)		Title of Class of Securities:
		Common Stock
Item 2(e)		CUSIP Number:
		14574X104
Item 3		If this statement is being filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
		check whether the person filing is a:
		MFC:		(g) (X)		a parent holding company in accordance with
						§240.13d-1(b)(1)(ii)(G).
		MFC Global (U.S.A.):		(e) (X)		an investment adviser in accordance with
						§240.13d-1(b)(1)(ii)(E).
		MFC Global (U.S.):		(e) (X)		an investment adviser in accordance with
						§240.13d-1(b)(1)(ii)(E).
Item 4		Ownership:
		(a)          Amount Beneficially Owned: MFC Global (U.S.A.) has beneficial ownership of 659
		shares of Common Stock and MFC Global (U.S.) has beneficial ownership of 2,456,988
		shares of Common Stock. Through its parent-subsidiary relationship to MFC Global
		(U.S.A.) and MFC Global (U.S.), MFC may be deemed to have beneficial ownership of
		these same shares.

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		(b)		Percent of Class: Of the 21,573,775 shares outstanding as of November 1, 2008,
				according to the issuer's Quarterly Report on Form 10-Q for the period ended September
				28, 2008, MFC Global (U.S.A.) held 0.003% and MFC Global (U.S.) held 11.39%.
		(c)		Number of shares as to which the person has:
				(i)		sole power to vote or to direct the vote:
						MFC Global (U.S.A.) and MFC Global (U.S.) each has sole power to vote or to
						direct the voting of the shares of Common Stock beneficially owned by each of
						them.
				(ii)		shared power to vote or to direct the vote: -0-
				(iii)		sole power to dispose or to direct the disposition of:
						MFC Global (U.S.A.) and MFC Global (U.S.) each has sole power to dispose or
						to direct the disposition of the shares of Common Stock beneficially owned by
						each of them.
				(iv)		shared power to dispose or to direct the disposition of: -0-
Item 5		Ownership of Five Percent or Less of a Class:
		Not applicable.
Item 6		Ownership of More than Five Percent on Behalf of Another Person:
		Not applicable.
Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being
		Reported on by the Parent Holding Company:
		See Items 3 and 4 above.
Item 8		Identification and Classification of Members of the Group:
		Not applicable.
Item 9		Notice of Dissolution of Group:
		Not applicable.
Item 10		Certification:
		By signing below the undersigned certifies that, to the best of its knowledge and belief, the
		securities referred to above were acquired and are held in the ordinary course of business and
		were not acquired and are not held for the purpose of or with the effect of changing or
		influencing the control of the issuer of the securities and were not acquired and are not held in
		connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

		Manulife Financial Corporation
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 11, 2009		Title:		Attorney in Fact*
		MFC Global Investment Management (U.S.A.) Limited
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 11, 2009		Title:		General Counsel and Secretary
		MFC Global Investment Management (U.S.), LLC
		By:		/s/ William E. Corson
		Name:		William E. Corson
Dated: February 11, 2009		Title:		Vice President and Chief Compliance Officer

* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.

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EXHIBIT A

JOINT FILING AGREEMENT

     Manulife Financial Corporation, MFC Global Investment Management (U.S.A.) Limited and MFC Global Investment Management (U.S.), LLC agree that the Schedule 13G (Amendment No. 2) to which this Agreement is attached, relating to the Common Stock of Carrols Restaurant Group, Inc., is filed on behalf of each of them.

		Manulife Financial Corporation
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 11, 2009		Title:		Attorney in Fact*
		MFC Global Investment Management (U.S.A.) Limited
		By:		/s/ Kenneth G. Pogrin
		Name:		Kenneth G. Pogrin
Dated: February 11, 2009		Title:		General Counsel and Secretary
		MFC Global Investment Management (U.S.), LLC
		By:		/s/ William E. Corson
		Name:		William E. Corson
Dated: February 11, 2009		Title:		Vice President and Chief Compliance Officer

* Signed pursuant to a Power of Attorney dated January 17, 2008 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 24, 2008.

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