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            HUNTON & WILLIAMS LLP

RIVERFRONT PLAZA, EAST TOWER
 951 EAST BYRD STREET
 RICHMOND, VIRGINIA 23219-4074

TEL          804 • 788 • 8200
 FAX         804 • 788 • 8218

FILE NO: 66013.4

May 13, 2005

VIA EDGAR

Ms. Elaine Wolff

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

      RE:

      Deerfield Triarc Capital Corp.

Registration Statement on Form S-11, filed on April 1, 2005

Registration No. 333-123762

Dear Ms. Wolff:

As counsel to Deerfield Triarc Capital Corp., a Maryland corporation (the “Company”), we are transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 1 (“Amendment No. 1) to the Company’s Registration Statement on Form S-11 (File No. 333-123762) (the “Registration Statement”), together with exhibits, and the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter to Mr. Jonathan W. Trutter of the Company, dated April 28, 2005.

For convenience of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your April 28, 2005 comment letter, and is followed by the corresponding response of the Company.  All page references in responses are to pages of the blacklined version of Amendment No. 1.

We have provided to each of you, Matt Maulbeck, Steven Jacobs and Geoffrey Ossias, a courtesy copy of this letter and two courtesy copies of Amendment No. 1 filed by the Company on the date hereof, one copy of which has been marked to reflect changes made to the Registration Statement filed with the Commission on April 1, 2005.  These changes have been made in response to the Staff’s comments and for the purpose of updating and revising certain information in the Registration Statement.  Capitalized terms used and not otherwise defined in this response letter that are defined in the Registration Statement shall have the meanings set forth in the Registration Statement.

Ms. Elaine Wolff

May 13, 2005

Page 2

We have indicated in our responses below which of the Staff's comments will be addressed in Amendment No. 2 to the Registration Statement.

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.

            RESPONSE:

The Company has advised us that it intends to use more than 90% of the net proceeds of the offering to repay indebtedness outstanding under repurchase agreements.  The Company has revised the disclosure under “Use of Proceeds” accordingly and intends to disclose the material terms of the indebtedness that will be repaid in a later pre-effective amendment.  Accordingly, the Company does not believe this offering will constitute a blind pool subject to the disclosure requirements of Industry Guide 5.

            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.

            RESPONSE:

The underwriters have advised the Company that they intend to voluntarily comply with NASD Rule 2720 and will ensure that at least one of the underwriters participating in the offering is unaffiliated with the Company and will act as a “qualified independent underwriter” (“QIU”).  In such role, the designated underwriter will perform a due diligence investigation of the Company and participate in the preparation of the Registration Statement and the Prospectus.  The

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Ms. Elaine Wolff

May 13, 2005

Page 3

underwriters have advised the Company that the QIU will be identified and disclosed to the Staff prior to commencement of marketing activities.  The Company has included disclosure in the “Underwriting” section of the Prospectus to reflect that this offering is being made using a QIU.  The underwriters have also advised the Company that they made an initial filing with the NASD one business day after the Company filed the Registration Statement and have received a comment letter from the NASD to which they will respond in connection with the Company’s filing of Amendment No. 1.  Additionally, the Company has added disclosure under “Summary Risk Factors” and “Risk Factors” regarding the potential conflicts of interest the Company has with certain of the underwriters participating in the offering.  Please also note the Company’s response to Comment No. 20.

            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.

            RESPONSE:

The
  Company supplementally advises the Staff that certain of the underwriters or
  their affiliates are frequent issuers or underwriters of non-agency securities.
  The Company has purchased and will likely purchase in the future non-agency
  securities issued by affiliates of certain of the underwriters in this offering
  or underwritten by certain underwriters in this offering. For example, UBS is
  the underwriter of the Market Square and Pinetree CDOs, which are described
  in Amendment No. 1. The Company has added disclosure regarding the above to
  the Underwriting section and the Risk Factors. See pages 38 and 161.

            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.

            RESPONSE:

The Company supplementally advises the Staff that the one-year restriction on sales by the Manager of shares of common stock issued to the Manager as Incentive Compensation does not apply to internal allocations of such shares to officers, employees and other individuals who provide services to the Company.  The Company does not believe that any such allocation would

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Ms. Elaine Wolff

May 13, 2005

Page 4

constitute a distribution, because (a) any such allocation would be made to a limited number of individuals who are or have been involved in providing services to the Company and have a pre-existing relationship with the Company, (b) the allocations will be determined internally and confidentially by representatives of the Manager or its affiliates, (c) there will be no general solicitation or advertising with respect to the shares allocated, and (d) the recipients of any such shares will not pay any consideration for the shares allocated to them other than the services such individuals will have provided to the Company.  Accordingly, because any allocation by the Manager of shares of common stock issued to the Manager as Incentive Compensation would not constitute a distribution, the Manager should not 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.

            RESPONSE:

The Company believes the issuances of shares of common stock to the Manager as Incentive Compensation will qualify as private placements exempt from the registration requirements of the Securities Act under the exemption provided in Section 4(2) of the Securities Act and should not be integrated with the Company’s public offering.  To date, no shares of common stock have been issued to the Manager as Incentive Compensation, and the Company and the Manager have advised us that no such issuance is expected prior to the time the distribution of the shares sold in the public offering has been completed.  Furthermore, any shares of common stock issued to the Manager in the future as Incentive Compensation will not be issued as part of the Company’s initial public offering.  Any shares issued in the future to the Manager as Incentive Compensation will be issued not with a view towards raising new capital,
but instead will be issued as compensation for services rendered pursuant to the terms of a pre-existing contractual arrangement.  Accordingly, the Company believes the issuance of shares of common stock to the Manager as Incentive Compensation is permissible and should not be integrated with the registered public offering.

In addition, the Company believes that the issuance of shares of common stock to the Manager as Incentive Compensation should not be integrated with the registered public offering in accordance with the guidance set forth in the Black Box Incorporated (June 26, 1990) and

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Ms. Elaine Wolff

May 13, 2005

Page 5

Squadron, Ellenoff, Plesant & Lehrer (February 28, 1992) no action letters.  In those letters, the Staff indicated that it would not integrate a registered offering and a concurrent unregistered offering made only to qualified institutional buyers and no more than two or three large accredited institutional investors.  In this instance, the unregistered offering would be made to only one qualified institutional buyer, Deerfield Capital.  Further, as discussed in the Company’s response to the Staff’s comment No. 4 above, any shares that the Manager receives as Incentive Compensation should not be viewed as being taken with a view towards distribution.

            6.

            Supplementally, please provide us with all diagrams, pictures and graphic information to be used in the prospectus.  We may have additional comments.

            RESPONSE:

The Company supplementally advises the Staff that the only artwork that the Company intends to use is a logo on the front and back cover pages of the prospectus.  We have included with the hard copy of this letter a copy of the logo.  Please see Exhibit A to this letter.

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.

            RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the prospectus.

            8.

            We note that your shares will be subject to ownership limitations.  Please revise to provide a brief description of such limitations.

            RESPONSE:

The
  Company has included or expanded the disclosure on the cover page, page 15 under
  “Restrictions on Ownership of Our Common Stock”, page 18 under “The
  Offering” and pages 123 through 125 under “Description of Capital
  Stock - Restrictions on Ownership and Transfer” describing the ownership
  limitations.

Summary, page 1

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Ms. Elaine Wolff

May 13, 2005

Page 6

            9.

            Please remove all cross references from your summary and risk factors.  Instead, please revise those sections to include all material information.

            RESPONSE:

In
  response to the Staff’s comment, the Company has revised the disclosure
  throughout the summary to remove all cross references.

            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.

            RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 1.

            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.

            RESPONSE:

The
  Company supplementally advises the Staff that it does not believe it is appropriate
  to characterize an investment in its common stock as speculative. The classes
  of assets that the Company has identified as intended investments are not new
  or innovative investments and are asset types in which many investors routinely
  invest. Moreover, Deerfield Capital’s personnel have broad experience managing
  investments in the various asset types that the Company intends to target. Amendment
  No. 1 includes disclosure concerning the foregoing. In addition, the Company
  has included beginning on page 3 under “Summary Risk Factors” a series
  of short concise paragraphs describing the material risks associated with an
  investment in the Company which the Company believes satisfy the requirements
  of Item 3(b), to the extent applicable. In addition, in response to the Staff’s
  comment, the Company has added disclosure on pages 1-2 stating the aggregate

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Ms. Elaine Wolff

May 13, 2005

Page 7

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