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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
  31, 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.

Amended Registration Statement on Form S-11, filed on May 13, 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. 2 (“Amendment No. 2) 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 May 27, 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 May 27, 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. 2.

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. 2 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 May 13, 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.

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We have indicated in our responses below which of the Staff's comments will be addressed in Amendment No. 3 to the Registration Statement.

General Comments

            1.

            Please note that we are continuing to review your supplemental response dated May 19, 2005 to the comment conveyed telephonically on May 12, 2005 relating to your analysis of how your portfolio as of March 31, 2005 satisfies the requirements to qualify for the exemption from registration requirements of the Investment Company Act of 1940 provided by Section 3(c)(5)(c).

            RESPONSE:

We acknowledge the Staff’s comment.

            2.

            We note your response to prior comment 91.  Supplementally, please provide us with a detailed analysis as to why your Rule 144A and Reg. D offerings on December 23, 2004, should not be integrated.  Your analysis should include citations to relevant Commission rules and no-action letters and applicable case law.

            RESPONSE:

In
  response to your comment requesting an analysis as to why the Company’s
  Rule 144A and Regulation D private offerings should not be integrated, we have
  conducted research in an effort to locate prior SEC interpretations or guidance
  or case law that clearly supports a conclusion that the Rule 144A offering and
  the Regulation D private placement should not be integrated. We have not located
  any specific authority to support the conclusion that the Rule 144A offering
  and the Regulation D private placement should not be integrated, other than
  (a) Preliminary Note 7 to Rule 144A itself, which states, “The fact that
  purchasers of securities from the issuer thereof may purchase such securities
  with a view to reselling such securities pursuant to this section will not affect
  the availability to such issuer of an exemption under Section 4(2) of the Act,
  or regulation D under the Act, from the registration requirements of the Act”
  and (b) Section (e) of Rule 144A, which states, “Offers and sales of securities
  pursuant to this rule shall be deemed not to affect the availability of any
  exemption or safe harbor relating to any previous or subsequent offer or sale
  of such securities by the issuer or any prior or subsequent holder thereof.”
  We respectfully submit that the answer to the question of whether the Rule 144A
  and Regulation D private offerings should be integrated does not have any implications
  with respect to the validity of the exemptions from registration on which the
  Company and the initial purchasers in the Rule 144A offering and the concurrent
  Regulation D private placement relied. Each of the transactions completed on
  December 23, 2004, was eligible for one or more exemptions from the registration
  requirements of the Securities Act of 1933, as amended (the “Securities
  Act”), and none of the transactions, individually, or taken together, involved
  any public offering. The transactions at issue are as follows:

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On December 23,
  2004, the Company completed the following transactions:

    (a)
  sold 18,991,664 shares of its common stock to a group of initial purchasers
  in reliance on the exemption from registration provided by Section 4(2) of the
  Securities Act. Each of these initial purchasers was a sophisticated accredited
  investor and the issuance and sale of these securities were made in a transaction
  not involving any public offering.

    (b)
  each initial purchaser then immediately resold the shares of common stock it
  purchased to either “qualified institutional buyers” (as defined in
  Rule 144A(a)(1)) in reliance on the resale exemption provided in Rule 144A or
  to non-United States persons in reliance on the exemption provided in Regulation
  S. The offering and resale of these shares of common stock to qualified institutional
  buyers and non-United States persons in reliance on Rule 144A and Regulation
  S under the Securities Act did not involve any public offering.

    (c)
  Concurrently with the transactions described in clauses (a) and (b) above, the
  Company completed a private placement of an additional 7,931,475 shares of its
  common stock to accredited investors only in reliance on the exemption from
  registration provided by Section 4(2) of the Securities Act and Rule 506 of
  Regulation D thereunder. The initial purchasers in the Rule 144A and Regulation
  S offerings described above acted as placement agents for the Company with respect
  to this concurrent private placement.

We
  respectfully submit that, if these offerings were integrated or if the transaction
  had been structured differently as a single Regulation D private placement,
  the transaction would still be exempt from the registration requirements of
  the Securities Act by virtue of the fact that the

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securities
  were sold in a transaction not involving any public offering only to sophisticated
  investors comprised entirely of accredited investors, including qualified institutional
  buyers who also qualify as institutional accredited investors, and additional
  institutional and individual accredited investors. Moreover, the plain language
  of Preliminary Note 7 to Rule 144A and of Section (e) of Rule 144A support the
  view that offers and sales of securities in reliance on Rule 144A do not affect
  the issuer’s ability to rely on the exemptions provided by Section 4(2)
  of the Securities Act or Regulation D thereunder or Regulation S under the Securities
  Act with respect to any previous or subsequent offer or sale of such securities
  by the issuer.

            3.

            We note your response to prior comment 2 and reiterate our request for a copy of all correspondence between your underwriters and the NASD regarding this offering.

            RESPONSE:

In
  response to the Staff’s comment, copies of all correspondence between the
  Company’s underwriters and the NASD will be delivered supplementally under
  separate cover.

            4.

            We note from your response to prior comment 3 that you have included disclosure regarding the purchase of securities issued by affiliates of the underwriters on pages 38 and 161.  Please revise the summary to also include this information and revise your disclosure to quantify the percentage of your portfolio that has been purchased from affiliates of the underwriters.

            RESPONSE:

In
  response to the Staff’s comment, the Company has revised the disclosure
  on pages 4, 39-40 and 164-165 of Amendment No. 2.

Cover Page

            5.

            We note your revisions in response to prior comment 7 that asked you to limit the information to that required by Item 501.  Please further revise to delete the last sentence in the third paragraph.  We note your discussion in that sentence of the implications of your not being subject to federal income tax, unlike your taxable REIT subsidiary. However, a further discussion would be needed to explain that the income generated by your taxable REIT subsidiary need not be distributed to shareholders.  A more complete discussion would not be appropriate for the cover page.  See our Plain English Handbook available at www.sec.gov.

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            RESPONSE:

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

Summary,
  page 1

            6.

            Please make conforming changes to other sections of your prospectus, especially your business section, in response to the following comments on your summary.

            RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure in the “Business” section and other parts of the prospectus, as appropriate.

            7.

            Please revise to eliminate duplicative disclosure from the summary.  We note for example only, the disclosure regarding your asset classes on page 1 and page 8.  For another example, we note duplicative disclosure throughout the summary about Deerfield Capital.  In this connection, please omit the third and fourth sentences at the top of page 3.  This information contained in these sentences is duplicative of information contained on pages 5 and 9.

            RESPONSE:

In
  response to the Staff’s comment, the Company has revised the disclosure
  in the “Summary” section, as appropriate, and in particular on pages
  1, 2, 7 and 74-78 of Amendment No. 2.

            8.

            Please revise to include an organizational chart depicting the RE1T, its subsidiaries, the Manager and the ownership interests of each entity.

            RESPONSE:

In
  response to the Staff’s comment, the Company has revised the disclosure
  on page 5 of Amendment No. 2.

Our Company, page 1

            9.

            We note your response to prior comment 15 and have the following additional comments. On page 2 you disclose that you are currently fully invested and that 93% of your portfolio consists of RMBS.  In light of this, please make it clear on page 1 and throughout your prospectus that your portfolio is not currently “diversified;” that your portfolio, in its current form, does not balance interest rate or mark-to-market risk inherent in your RMBS investments, that your Manager lacks significant experience managing RMBS, if true; and that future dividends and capital appreciation are not guaranteed.  In this regard, we direct your attention to the fourth sentence of the first paragraph and to the third paragraph.  Also, please quantify here the portion of your current portfolio
comprised of “alternative” investments (which appears, from page 2, to be 6.9%) and make it clear that you will never hold more than 20% of such investments due to REIT and 1940 Act restrictions.

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            RESPONSE:

In
  response to the Staff’s comment, the Company has substantially revised
  the disclosure on page 1 of Amendment No. 2 to

    Ÿ
    delete the
      word “diversified” in the third sentence in the first paragraph,

    Ÿ
    remove the
      fourth sentence of the first paragraph and the third and fourth paragraphs,

    Ÿ
    quantify on
      the table on page 2 the portion of the Company’s portfolio as of March
      31, 2005 comprised of alternative investments, and

    Ÿ
    clarify that
      the Company’s current portfolio consists primarily of RMBS.

In
  addition, the Company has revised the disclosure on page 2 to clarify that the
  Company’s portfolio in its current form does not fully balance interest
  rate or mark-to-market risks inherent in RMBS investments and that future dividends
  and capital appreciation are not guaranteed. The Company supplementally advises
  the Staff that the Manager does not lack significant experience managing RMBS.
  As described on page 87, six of the Manager's key personnel have significant
  experience managing RMBS and, as of March 31, 2005, the Manager managed approximately
  $4.5 billion of real estate-related securities for the Company and other clients,
  substantially all of which were RMBS and CMBS. Thus the Company has not revised
  the disclosure in Amendment No. 2 to reflect this comment. The Company also
  has not revised the disclosure to state that the Company will never hold more
  than 20% of its total assets as alternative investments since certain alternative
  investments may constitute qualifying assets for purposes of the REIT and 1940
  Act restrictions, although the Company has added additional disclosure to “Summary
  Risk Factors” on page 3 stating that approximately 80% of the Company’s
  total assets will likely be MBS. In addition, we have moved “Summary Risk
  Factors” to begin on page 2.

            10.

            Supplementally, please confirm that you have not to date experienced any default.

            RESPONSE:

The Company supplementally advises the Staff that it has not, to date, experienced any default.

            11.

            We note your statement that in December 2004 you raised net proceeds of approximately $378.9 million.  Please revise to disclose the initial purchasers in your December 2004 offering.

            RESPONSE:

In
  response to the Staff’s comment, the Company has revised the disclosure
  on pages 5 and 75 of Amendment No. 2.

            12.

            We note your response to prior comment 17 that your portfolio does not contain a “large concentration” of RMBS backed by sub-prime residential mortgage loans.  Supplementally, please tell us the amount of RMBS backed by sub-prime loans or disclose this information in a footnote.

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            RESPONSE:

The
  Company supplementally advises the Staff that as of March 31, 2005, none of
  the Company’s RMBS is backed by sub-prime residential mortgage loans.

            13.

            We note your response to prior comment 18.  In the first full sentence on page 2, and on pages 5, 7, 73 and 75, please make it clear that not all of the assets managed by your Manager consist of MBS and, in your summary and on page 73, disclose the portion that does.

            RESPONSE:

In
  response to the Staff’s comment, the Company has revised the disclosure
  on pages 6 and 75-76 of Amendment No. 2.

            14.

            We note that on page 1 you identify asset classes in which you intend to focus your investments.  Please revise to include disclosure from your responses to prior comments 17, 26 and 67 that there are no limitations on the percentage of assets that you may invest in each of these asset classes.

            RESPONSE:

In
  response to the Staff’s comment, the Company has revised the disclosure
  on pages 2 and 7 of Amendment No. 2.

Summary Risk Factors, page 3

            15.

            On page 4, please include a risk factor rela