SecProbe.io

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April 28, 2005

Mail Stop 0409

Jonathan W. Trutter
Chief Executive Officer
Deerfield Triarc Capital Corp.
8700 West Bryn Mawr Avenue, 12th Floor
Chicago, IL 60631

Re:	Deerfield Triarc Capital Corp.
	Form S-11 filed on April 1, 2005
	File No.  333-123762

Dear Mr. Trutter:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General Comments
1. Supplementally, please tell us why this offering does not
constitute a blind pool subject to disclosure under Guide 5.
Refer
to Release No. 33-6900.
2. We note that CS First Boston, Deutsche Bank, and UBS Securities
are underwriting this offering.  We further note that CS First
Boston
and Deutsche Bank hold equity interests in you as a result of the
December 2004 private placement and may be selling stockholders in
this or a future offering and that UBS Securities acted as
placement
agent in the Market Square transaction.  Presumably, CS First
Boston
and Deutsche Bank will also participate in the April distribution
to
shareholders. Please revise throughout your prospectus to include
appropriate and detailed disclosure regarding the risks associated
with the lack of an unaffiliated underwriter for the offering.
You
should address specifically the risk associated with the
underwriter
due diligence obligation.  If you intend to voluntarily comply
with
NASD Rule 2720 by having an unaffiliated underwriter act as a
Qualified Independent Underwriter, please revise to provide
appropriate disclosure.  Supplementally, please tell us whether
the
NASD has been contacted regarding these conflicts and whether it
has
any objections to the involvement of the underwriters in this
offering as a result.  Include all correspondence between the
underwriters and the NASD as it relates to this offering.
3. Supplementally advise us whether the issuers and underwriters
of
any of the securities, including RMBS, CMBS, ABS or CDO`s, that
you
will purchase or have purchased are affiliates of the
underwriters.
4. We note from the management agreement on page 13 that the
Manager
agrees not to sell the common shares paid to it as Incentive
Compensation prior to the date that is one year after such shares
are
due and payable.  We note further that the Manager has the right
to
"allocate such shares in its sole and absolute discretion to its
officers, employees and other individuals who provide services to
it
at any time."  Please supplementally advise us whether the
manager`s
agreement not to sell the common shares for one year includes
these
"allocations."  If there is no restriction on such allocations,
please discuss whether the Manager should be viewed as taking
those
shares with a view towards distribution.
5. Please supplementally tell us the exemption from registration
on
which you are relying for the issuances of common stock as
Incentive
Compensation and the facts relied upon to make the exemption
available.  Please supplementally provide us with your analysis
with
respect to the potential for the integration of these transactions
and the public offering of securities, including a discussion of
any
relevant staff interpretations.  Please refer to Black Box
Incorporated (June 26, 1990) and Squadron, Ellenoff, Plesant &
Lehrer
(February 28, 1992).  We may have further comment.
6. Supplementally, please provide us with all diagrams, pictures
and
graphic information to be used in the prospectus.  We may have
additional comments.

Forepart of the Registration Statement and Outside Front Cover of
the
Prospectus
7. Please revise the outside front cover page of your prospectus
to
limit the information to that required by Item 501.  In this
connection, please consider deleting the second and last sentences
of
the first paragraph.
8. We note that your shares will be subject to ownership
limitations.
Please revise to provide a brief description of such limitations.

Summary, page 1
9. Please remove all cross references from your summary and risk
factors. Instead, please revise those sections to include all
material information.
10. We note your disclosure in italics that the summary highlights
"some" of the information in the prospectus.  Please revise to
make
it clear that the summary highlights the "key aspects" of the
"offering."  Refer to the instruction to Item 503(a) of Reg. S-K.
11. Please provide the disclosure called for by Item 3(b) of Form
S-
11 or explain supplementally why the offering is not speculative.
In
this connection, consider moving the summary risk factors to
appear
no later than page two of the summary.  Further, please include in
the forepart of the summary the disclosure of the percentage
ownership of affiliates (Item 3(b)(1)) after the offering,
quantification of the quarterly distribution to affiliates (Item
3(b)(2)) as well as other benefits to affiliates (Item 3(b)(3)).
In
this connection, we note your summary subheading "Alignment of
interests of Deerfield Capital and our Stockholders" which
discusses
the number of shares issued to Deerfield Capital.   Please revise
that disclosure and the heading to convey conflicts with Deerfield
Capital and the percentage of shares that will be owned by
affiliates
who will be able to exert significant influence over stockholder
matters, including the election of directors.
12. Please include a section on conflicts of interest in your
summary
and significantly enhance your discussion of conflicts in your
risk
factors section.  Your discussion should cover, without
limitation,
all conflicts between you and your officers and directors due to
their interests in or compensation provided to them by your
manager
or its affiliates.  In discussing these conflicts, please be sure
to
consider:
* that the management agreement was negotiated by related parties
and
that it may not be terminated (except for cause) without
substantial
penalties;
* that your manager may manage the assets of or hold an interest
in
competitive entities or may invest your funds in entities in which
your manager may have an interest;
* that you will not have any independent officers and that you
will
be entirely dependent on your manager for the day-to-day
management
of your company;
* that your manager owes no fiduciary obligations to your
investors
and, from page 96, that you will indemnify your manager for
actions
in connection with the management agreement;
* that your investment committee is staffed by, among others,
officers or directors affiliated with your manager;

* that your manager`s compensation is not necessarily tied to the
performance of the portfolio-or that it may encourage speculative
behavior;

* that your manager may, at its sole discretion, choose to take
its
compensation in the form of stock and require registration of the
shares; and

* the April distribution to shareholders.

To the extent possible, your discussion should be specific as to
any
and all forms and amounts of compensation that may be earned by
your
officers and directors as a result of their affiliation with your
manager.
13. Please include a separate section describing briefly how you
derive income from the bulk of your investments (i.e., the
interest
rate spread) and the risks posed by a rising rate environment and
continued inflation (i.e., prepayment and default and a decreasing
spread).  Discuss briefly the magnified risks associated with
leverage, the costs associated with and practical limitations on
hedging, and the continuing impact of fixed management fees that
are
not tied to performance. The object of this section should be to
give
investors an idea of the mechanics of your business in light of
the
dominant risks to it.
14. In order to ensure consistency, please incorporate changes
made
in response to the comments below to your business section and
other
parts of your prospectus, as necessary.

Our Company, page 1
15. Please make it clear in the first paragraph that it is only
your
intention to achieve a diversified portfolio with risk-adjusted
returns.  Here and throughout your prospectus, please avoid any
suggestion that you currently have a diversified portfolio or will
in
fact achieve an "attractive" rate of return for shareholders.
Also,
please balance your disclosure by making it clear that:
* your belief applies only to future dividends and capital
appreciation, which are not guaranteed;
* your belief is not based on your operating history or REIT
experience, which is "limited;" and
* not all of your portfolio risk will or can be mitigated through
asset allocation.  On this note, please provide summary disclosure
here of the characteristics of your portfolio that suggest areas
of
exposure.  For instance, we note that more than 90% of your
investments are residential in nature and have floating rates.
Moreover, the bulk of these investments are in securities, as
opposed
to actual loans.  Finally, please consider whether the investments
are geographically concentrated in any way.
On a supplemental basis only, please tell us what your beliefs are
based on, in light of the foregoing.
16. On page 2, please disclose the percentage of assets you intend
to
place in alternative investments within 12 months of this offering
and be sure to address in your risk factors the possibility that
alternative investments may not be available or may not
successfully
balance the interest rate or mark-to-market risk inherent in your
RMBS.
17. To complement your asset description:
* please disclose key strategic objectives (such as the
percentages
of each type of asset in your portfolio, leverage ratio, average
FICO
score, reliance on sub-prime lending, and hedge correlation), any
limitations on those objectives expressed in organizational
documents
or debt covenants,  and explain how they diverge from your current
portfolio, if at all;
* please describe, in summary form, the other key aspects of your
portfolio, including weighted average maturities and interest
rates,
and prepayment and default rates; and

* please disclose the portion of your portfolio that is not
agency-
backed.

Deerfield Capital Management, LLC, page 3
18. On pages 2, 3, and 4 please substantially revise the lengthy
description of your manager and its parent, Triarc, to remove
puffing
language and to eliminate overlap with the all-but identical
descriptions that may be found in your business section.  In this
connection, please balance any disclosure with disclosure that the
manager has no experience managing a REIT.  Further, please delete
the detailed description of investments under management for other
clients, since those clients advised by your manager involve
different investment strategies.  Finally, please avoid
aggregating
the experience of management.

Our Competitive Advantages, page 3
19. Your competitive advantages section merely repeats information
that can be found in your business section and is not balanced
with
an equally detailed discussion on your competitive weaknesses.
Please omit from the summary.

Summary Risk Factors, page 5
20. Please revise this section to summarize additional material
risks
related to conflicts of interest with your underwriters.

Management Agreement, page 6
21. Please disclose how your management fees compare to the fees
charged by other investment managers of similar portfolios in this
area.
22. On page 7, please define what constitutes "cause" for purposes
of
terminating the management agreement.  Make it clear that "cause"
does not include "unsatisfactory performance that is materially
detrimental" to your business.

Credit Analysis and Structuring
23. We note your disclosure here and on page 78 regarding default
rates of CDO`s under Deerfield Capital`s management.  Please
indicate
the percentage that represents mortgage backed securities, the
percentages of equity and debt investments and the ratings of such
investments.  In this connection, please explain how these
investments are similar or dissimilar to the investments you
intend
to hold in your portfolio.
Risk Factors, page 17

Risks Related To Our Business, page 17
24. Where relevant, and only to the extent material, please
discuss:
* risk related to any reliance on sub-prime lending;
* risk related to the fact that your manager`s management fee
shall
be paid regardless of investment performance and that this may
erode
funds available for distribution;
* risk related to recent reports that Triarc`s "deal flow,"
something
you indicate on page 4 that you will rely on, has slowed in recent
years (see "Triarc to form REIT," TheDeal.com, Jan. 7, 2005);
* risk related to negative covenants on current repurchase
agreements, warehouse loans or other credit facilities (please
describe the operation of key terms);

* risk related to recent legislation regarding dividend tax rates
that may make REIT shares less attractive compared to non-REIT
shares;

* risk of dilution related to the fact, from page 49, that your
manager may, in its sole discretion, elect to receive more than
15%
(and presumably all) of its incentive fee in the form of common
stock; and

* risk related to the Market Square transaction.
25. Please revise to include separate risk factor disclosure
addressing the risks for each of your intended types of
investments.
26. If true, please revise to include risk factor disclosure that
you
have not yet adopted an investment policy as to the amounts that
may
be invested in each of your intended investments.
27. If true, please revise to include risk factor disclosure that
you
have not yet adopted an investment policy as to the amounts that
may
be invested in non-conforming and subprime loans, unrated
mortgage-
related securities and securities rated below investment grade.
If
you have adopted such policy, please revise the forepart of the
summary and each applicable risk factor.

Our board of directors has approved very broad investment
guidelines..., page 18
28. Please revise the title and body of this risk factor to better
describe the attendant risk.

Our financial condition and results of operations depend on our
ability..., page 19
29. Please revise the title and body of this risk factor to
reflect
the associated risk and to remove any suggestion that you will in
fact manage growth effectively or achieve growth at all.

We operate in a highly competitive market for investment
opportunities, page 20
30. Please identify your key competitors (or companies with
significant operations that are competitive to you) and, if true,
whether your manager currently works with any of them.

Failure to procure adequate capital and funding would adversely
affect..., page 20
31. Please revise to explain clearly why a failure to secure
additional funding would endanger your ability to make future
distributions based on existing assets.

If we issue senior securities we will be exposed to additional
risks,
page 20

If we engage in securitizations, we may be exposed to additional
risks, page 20
32. Please revise the titles of both of these risk factors to
describe the attendant risk with specificity.  Also:
* with respect to the sale of senior sec