SecProbe.io

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                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                             New York, NY 10019-6064

Writer's Direct Dial Number
(212) 373-3309

Writer's Direct Fax Number
(212) 492-0309

Writer's E-mail Address
RRusso@paulweiss.com

                                                   November 22, 2005

VIA EDGAR

SECURITIES AND EXCHANGE COMMISSION
Station Place
100 F Street, N.E.
Washington, D.C. 20549
ATTENTION:   HANNA T. TESHOME
             SARA W. DUNTON

                  Re:      Triarc Companies, Inc. Amendment No. 1
                           Registration Statement on Form S-3
                           Filed August 24, 2005
                           File No. 333-127818

Ladies and Gentlemen:

         On behalf of Triarc Companies, Inc. a Delaware corporation (the
"COMPANY"), we submit in electronic form the accompanying Amendment No. 1 to the
Registration Statement on Form S-3 ("AMENDMENT NO. 1") of the Company, together
with Exhibits, marked to indicate changes from the Registration Statement on
Form S-3 (the "REGISTRATION STATEMENT"), as originally filed with the Securities
and Exchange Commission (the "COMMISSION") on August 24, 2005.

         Amendment No. 1 reflects the responses of the Company to comments
received from the Staff of the Commission (the "STAFF") in a letter from Sara W.
Dunton, dated September 23, 2005 (the "COMMENT LETTER") and additional comments
delivered orally by Michael Fay. The discussion below is presented in the order
of the numbered

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Securities and Exchange Commission                                             2

comments  in the Comment  Letter.  Certain  capitalized  terms set forth in this
letter and not otherwise  defined herein are used as defined in the Registration
Statement  (including  the documents  incorporated  by reference  therein).  All
dollar amounts referred to herein are in thousands.

         The Company's responses to the Staff's comments are as follows:

TRIARC COMPANIES, INC., PAGE 4

1.       Please include a chart of your organization in the registration
         statement to make your discussion easier to follow. Also, clarify for
         us whether you still own a 25% interest in Jurlique International and
         reflect that in the chart as appropriate.

         RESPONSE TO COMMENT NO. 1

         In response to the Staff's comment, the Company has included a summary
         organizational chart and disclosed its current equity interest in
         Jurlique International Pty Ltd. See page 4 of the revised prospectus.

2.       Please more clearly distinguish between the role of RTM as the owner
         and operator of 1,000 Arby's restaurants, and the Arby's restaurant
         system, which currently has 3,500 restaurants, and is not owned by the
         Triarc holding company.

         RESPONSE TO COMMENT NO. 2

         In response to the Staff's comment, the Company has clarified its
         disclosure regarding the Arby's restaurants that it owns and operates
         and those that it franchises. See pages 4 and 5 of the revised
         prospectus.

3.       Briefly state your net income (loss) for the most recent interim
         period.

         RESPONSE TO COMMENT NO. 3

         In response to the Staff's comment, the Company has added the requested
         disclosure. See page 4 of the revised prospectus.

4.       Briefly state the percentage of your income attributable to each of
         your business segments.

         RESPONSE TO COMMENT NO. 4

         In response to the Staff's comment, the Company has disclosed the
         percentage of operating profits (the measure of segment profitability
         selected by the Company for purposes of its segment disclosure)
         attributable to its two business segments, based on the Company's
         segment reporting for the most recent interim period. See page 4 of the
         revised prospectus.

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Securities and Exchange Commission                                             3

5.       Please confirm for us that neither you nor any of your subsidiaries
         invests more than 40% of its assets in investment securities or
         otherwise please tell us the exclusion from the Investment Company rule
         you rely upon.

         RESPONSE TO COMMENT NO. 5

         In response to the Staff's comment, the Company confirms that neither
         it nor any of its subsidiaries, other than those indicated below,
         invest more than 40% of their assets in investment securities. The
         Company's subsidiaries who do invest more than 40% of their assets in
         investment securities are: TCMG, LLC; Jurl Holdings, LLC; Madison West
         Associates Corp.; 280 BT Holdings LLC; Deerfield Opportunities Fund,
         LLC; and DM Fund, LLC. For each of these subsidiaries, the Company
         relies on the exclusion from the definition of an investment company
         set forth in Section 3(c)(1) of the Investment Company Act.

THE RTM ACQUISITION, PAGE 4

6.       Please revise this section to present a clearer picture of the holding
         company before and after the acquisition, and of the consideration paid
         for RTM. Currently the disclosure here is difficult to follow.

         RESPONSE TO COMMENT NO. 6

         In response to the Staff's comment, the Company has revised its
         disclosure regarding the RTM acquisition. See page 5 of the revised
         prospectus.

7.       We note your use of the defined term "Other Entities" in the second
         paragraph; however, the description of them is unclear, both here and
         where you use the term on page 5. Please revise to clarify.

         RESPONSE TO COMMENT NO. 7

         In response to the Staff's comment, the Company has revised its
         disclosure. See pages 5 and 6 of the revised prospectus.

8.       Please state in the last paragraph whether or not the various
         employment agreements will be affected by the potential corporate
         restructuring, and briefly how the agreements will be affected.

         RESPONSE TO COMMENT NO. 8

         In response to the Staff's comment, the Company has added a statement
         that it does not expect any of the employment agreements to be affected
         by the potential corporate restructuring. See page 6 of the revised
         prospectus.

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Securities and Exchange Commission                                             4

POTENTIAL CORPORATE RESTRUCTURINGS, PAGE 5

9.       Please confirm that you will follow the guidance set forth in Staff
         Legal Bulletin No. 4, regarding the Division's views on spin-off
         transactions, as applicable, if you undergo a corporate restructuring
         through the spin-off of Deerfield & Company.

         RESPONSE TO COMMENT NO. 9

         In response to the Staff's comment, the Company confirms that it will
         follow the guidance set forth in Staff Legal Bulletin No. 4 if it
         undergoes a corporate restructuring through the spin-off of Deerfield &
         Company LLC.

10.      It is unclear how the creation of equity investment funds by your
         senior officers would impact Triarc and its shareholders. Please
         clarify your reference to "a portion of the economics" in the last
         sentence on page 5. In addition, please revise your disclosure to
         provide a brief explanation of the equity funds including the funds'
         possible relationship with the spun-off companies and clarify.

         RESPONSE TO COMMENT NO. 10

         In response to the Staff's comment and in light of the recent creation
         of equity investment funds, the Company has revised its disclosure. See
         pages 6 and 7 of the revised prospectus.

RISK FACTORS, PAGE 6

11.      Please delete the second and third sentences in the introductory
         paragraph as they are inappropriate. All material risks should be
         described. If risks are not deemed material, please do not reference
         them.

         RESPONSE TO COMMENT NO. 11

         In response to the Staff's comment, the Company has deleted the
         sentences as requested. See page 7 of the revised prospectus.

WE HAVE BROAD DISCRETION IN THE USE OF OUR SIGNIFICANT CASH, PAGE 7

12.      Revise this risk factor and the sub-caption to describe in greater
         detail the risk discussed; for example, what is the impact of your
         having broad discretion in the use of your significant cash.

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Securities and Exchange Commission                                             5

         RESPONSE TO COMMENT NO. 12

         In response to the Staff's comment, the Company has revised this risk
         factor to disclose the impact of having broad discretion in the use of
         its significant cash. See page 8 of the revised prospectus.

ARBY'S IS SIGNIFICANTLY DEPENDENT ON NEW RESTAURANT OPENINGS, PAGE 9

13.       Of the 432 restaurants that signed commitments to open, it appears
          that 171 commitments represent company owned restaurants. Please
          revise to clearly distinguish between the commitments from the
          franchisees, and commitments from the company.

         RESPONSE TO COMMENT NO. 13

         In response to the Staff's comment, the Company has clarified its
         disclosure to include only the number of commitments by its current
         franchisees. See page 10 of the revised prospectus.

SELLING STOCKHOLDERS, PAGE 23

14.      Revise the first sentence to state that the stock is being registered
         for "sale" by the selling stockholders, not resale or a re-offer.
         Revise accordingly throughout, such as in the RTM Acquisition section
         on page 4.

         RESPONSE TO COMMENT NO. 14

         In response to the Staff's comment, the Company has revised its
         disclosure throughout the prospectus as requested.

15.      Despite your reference to the "RTM Acquisition" section for a
         description of certain relationships with the selling stockholders,
         please provide a brief description here as to how the selling
         shareholders received their shares.

         RESPONSE TO COMMENT NO. 15

         In response to the Staff's comment, the Company has provided a brief
         description as requested. See page 25 of the revised prospectus.

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Securities and Exchange Commission                                             6

FORM 10-K FOR YEAR ENDED JANUARY 2, 2005

ITEM 1. BUSINESS, PAGE 2

PROVISIONS AND SUPPLIES, PAGE 7

16.      To the extent any supplier is your source for 10% or more of any
         product or component or to the extent you are materially dependent on
         any supplier, disclose the name of that supplier and the percentage of
         products they supply to you. Please revise your disclosure in future
         filings accordingly.

         RESPONSE TO COMMENT NO. 16

         In response to the Staff's comment, the Company advises that, although
         there are suppliers which are the Company's sources for 10% or more of
         some of its core products, including roast beef, fries, buns, cheese
         and chicken tenders, these existing suppliers may be replaced by other
         suppliers if there is a disruption in their facilities or there are
         bankruptcy events affecting these existing suppliers. Therefore, the
         Company believes that it is not materially dependent on any supplier
         for any of its core products and that it is not necessary to disclose
         the identity of these existing suppliers. In addition, the Company
         notes that Item 101 of Regulation S-K requires the disclosure of 10%
         customers but does not call for disclosure of suppliers based on a
         similar threshold.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, PAGE 30

RESULTS OF OPERATION, PAGE 32

17.      To the extent practicable, when changes in a line item are attributable
         to more than one cause, please quantify each. Refer to Instruction 4 to
         Item 303(a) of Regulation S-K.

         RESPONSE TO COMMENT NO. 17

         In response to the Staff's comment, the Company advises that it
         believes it has generally quantified all material components of the
         changes from year to year in each line item in the discussion of
         Results of Operations in the Company's Form 10-K for the fiscal year
         ended January 2, 2005 where the Company had the ability to do so in
         accordance with Instruction 4 to Item 303 (a) of Regulation S-K. The
         only portions of the discussion where the Company believes it did not
         provide such quantification was with respect to (1) changes in
         same-store sales included in the discussion of Net Sales, (2) changes
         in gross margin included in the discussion of Cost of Sales, Excluding
         Depreciation and Amortization, and (3) certain future expectations. In
         all such cases, the Company was unable to quantify the components of
         the changes. The Company will continue to quantify the material

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Securities and Exchange Commission                                             7

         components of the changes in each line item where it has the ability to
         do so in its future filings with the Commission.

NOTE 14: INCOME TAXES, PAGE 100

18.      Please explain to us why you have yet to realize taxable amounts for
         the deferred income tax liability that was recorded in 1996 in
         connection with the gain on sale of the propane business. In addition,
         tell us when you will realize the taxable amounts.

         RESPONSE TO COMMENT NO. 18

         In response to the Staff's comment, the Company advises that it
         deferred the recognition of income associated with the disposition of
         its Propane business in 1996 because it retains a limited partnership
         interest in the partnership that operates the business and continues to
         guarantee certain debt obligations of this partnership (see Form 10-K
         Year Ended January 2, 2005 - Footnote (23) Guarantees - Paragraph 1 -
         Page 114). The sale or disposition of the partnership interest will
         trigger the recognition of this deferred income for both federal and
         state tax purposes and consequently the payment of the deferred tax
         liability. Although the Company has no current intention to divest its
         interest in the Propane partnership, certain economic factors or tax
         planning opportunities may develop in the future thereby causing the
         Company to consider the divestiture of this interest.

19.      Please explain to us and in future filings your accounting policy for
         recording income tax reserves. As part of your response, clearly
         explain to us how you established that your accounting meets the
         criteria in paragraph 8 of SFAS 5. In addition, provide a rollforward
         of your reserve for each period presented.

         RESPONSE TO COMMENT NO. 19

         In response to the Staff's comment, the Company advises that it records
         provisions for income tax contingencies when both (a) the Company
         believes it is probable that a deduction claimed for income taxes will
         not be allowed upon any audit by the Internal Revenue Service and (b)
         the tax effect thereof can be reasonably estimated. As such, the
         Company believes this policy meets the criteria of paragraph 8 of SFAS
         5 for recording provisions for income tax contingencies since, in
         accordance therewith, a loss contingency should be accrued if both (a)
         it is probable a liability has been incurred a