Via Electronic Mail (FRANPR@ftc.gov)
and Federal Express

Secretary
Federal Trade Commission
Room 159
600 Pennsylvania Avenue, N.W.
Washington, D.C.  20580

     Re:  16 CFR Part 436
          Franchise Rule Comment
          Notice of Proposed Rule Making

Dear Sir/Madam:

     AFC Enterprises, Inc. respectfully submits the following comments to the Notice of
Proposed Rulemaking ("NPR") released by the Federal Trade Commission ("FTC") on October 22, 1999, relating to proposed changes to the FTC Franchise Rule (the "FTC Rule").

                      AFC Enterprises, Inc.

     AFC Enterprises, Inc. is the operator and/or franchisor of 3,300 quick service restaurants, bakeries and cafes operating under the POPEYES CHICKEN and BISCUITS, CHURCHS CHICKEN, CINNABON, SEATTLE'S BEST COFFEE and TORREFAZIONE ITALIA Systems.  The Company and/or its predecessors have been in operation since 1952 and have been involved in franchising since the early 1960's.  AFC's restaurants, cafes and bakeries currently operate in 44 states in the United States and in 26 additional countries.

                         Comments to NPR

     1.   International Franchise Sales.  AFC strongly supports the FTC's position in the
NPR that the scope of the FTC Rule be limited to the sale of franchises "...to be located in the United States, its possessions and/or territories,..." and not extend to franchises outside of the United States. AFC commends the FTC for its finding that "...mandated pre-sale disclosure in international franchise sales is unnecessary, may be misleading and may impede competition..." (NPR Section C, Paragraph 5.a.  Emphasis added.)  AFC respectfully suggests that the FTC clarify the fact that the FTC Rule will not apply to U.S. citizens and/or corporations purchasing franchises to be developed outside of the U.S. (even where the sale itself is consummated in the U.S.).

     2.   Franchisor's Predecessors.  The NPR proposes to expand the definition of a
franchisor's "predecessor" to include "a...person...from whom the franchisor obtained a license to use the trademark or trade secrets in the franchise operation...."  Extending disclosure to all such entities, even if they are affiliates in unrelated businesses, will be unnecessarily burdensome to franchisors, add a great quantity if irrelevant information to UFOCs, and may have the unintended effect of causing prospective franchisees not to read the massive disclosures which would result.  If the FTC concludes that knowledge of the existence of such predecessors is, in fact, essential, AFC respectfully requests that disclosure be limited to the existence of such entities.

     3.   Disclosure of Franchisor's Corporate Parent.  In order to avoid the burden and
inclusion of potentially misleading information discussed in Paragraph 1, above, AFC requests that the FTC consider limiting such disclosures to Corporate Parents involved in Franchising or who provide similar products or services as are offered by the Franchisor.

     4.   Earnings Claims.  AFC strongly supports the FTC's conclusion that inclusion of Earnings Claims in Offering Circulars remain voluntary and not be mandated.

     5.   14 Day Disclosure/5 Day Agreement Review.  AFC strongly supports the FTC's
proposed revision of the current "first personal meeting" disclosure trigger and replacing it with a simple "fourteen (14) calendar day" rule.  AFC also supports the proposed change of the five (5) "business" day contract review period to a five (5) calendar day rule.

     6.   Electronic Disclosures.  AFC strongly supports the FTC's recommendation
concerning electronic disclosure to prospective franchisees.  This proposal will result in more information getting to prospective franchisees faster, expedite the development of franchised units by Franchisees, and reduce the cost of disclosure for franchisors.  Through the use of current and future technology, prospective franchisees may, in fact, become even better informed consumers of franchises.  In order to maximize these benefits, AFC respectfully suggests that the FTC delete the "prior consent" pre-condition to electronic disclosure.

     7.   Sophisticated Investor Exemptions.  AFC strongly supports and recommends
adoption of the proposed new Sophisticated Investor Exemptions.  AFC further urges the FTC to consider expanding the scope of the Sophisticated Investor Exemptions to include (i) existing franchisees and (ii) employees of Franchisor who have had management responsibility for the offer or sale of the franchisor's franchises and/or administration of the franchised network.

     8.   Litigation (Item 3).  AFC respectfully recommends that the FTC eliminate the
proposed requirement that franchisors disclose "franchisor-initiated" lawsuits or, in the alternative, limit such disclosure by (i) adding a relevant minimum threshold which would trigger such disclosure (i.e., the franchisor has commenced similar actions against 20% of the franchised units) and/or (ii) enumerating the types of franchisor initiated claims which must be disclosed.

                            Conclusion

     AFC would again like to commend the FTC and its staff for its efforts to improve the
FTC Rule and to incorporate the commercial and technological realities facing franchisors and franchisees today.  We appreciate the opportunity to participate in this process and remain available to the FTC and its staff to elaborate on these comments and/or to assist in any way we can.

     Respectfully submitted,

                                   AFC Enterprises, Inc.


                                   Kenneth S. Kaplan
                                   Assistant General Counsel

cc:  Frank Belatti, Chief Executive Officer
     Dick Holbrook, President and Chief Operating Officer
     Samuel N. Frankel, Esq., Executive Vice President, General Counsel & Secretary