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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

June 14, 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 June 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. 3 (“Amendment No. 3”)
  to the Company’s Registration Statement on Form S-11 (File No. 333-123762)
  (the “Registration Statement”), together with exhibits.

In
  addition, the Company is providing additional responses to comment No. 79 and
  comment No. 80 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. Trutter, dated April 28, 2005 (“Comment Letter 1”).
  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. 3.

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. 3 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 June 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.

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Comment Letter 1

            79.

            Please identify all selling shareholders who are registered broker-dealers or affiliates of broker dealers.  Additionally, tell us if the broker-dealer received the securities as underwriting compensation.  Please note, a registration statement registering the resale of shares being offered by broker-dealers must identify the broker dealers as underwriters if the shares were not issued as underwriting compensation.

RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 126 of Amendment No. 3.

            80.

            Please
        provide an analysis supporting your position that the resale of securities
        by affiliates of broker-dealers is not an indirect primary offering. Your
        analysis should address the following points:

•
how long
the selling shareholders have held the securities;

•
the
        circumstances under which the selling shareholders received the securities;

    •
the
        selling shareholders relationship
to the issuer;

    •
the
        amount of securities involved;

    •
whether
        the sellers are in the business of underwriting securities; and

•
whether
        under all the circumstances it appears that the seller is acting as a
        conduit for the issuer.

Assuming the resale of securities by affiliates of broker-dealers is not an indirect primary offering, you must clearly state in your prospectus:

•
the
seller purchased in the ordinary course of business; and

•
at
the time of the purchase of the securities to be resold the seller had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.

            RESPONSE:

The Company has now determined the investors that wish to be included as selling stockholders in the offering and such selling stockholders are identified on page 127 of Amendment No. 3.  None of such selling stockholders has identified itself as a broker-dealer or an affiliate of a broker-dealer.  The Company respectfully submits to the Staff that the resale of shares of its

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common stock by one or more affiliates of broker-dealers should not be considered an indirect primary offering.

If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at 804-788-7366.

    Very truly yours,

    /s/ Daniel M. LeBey

    Daniel M. LeBey

            cc:

            Mr. Matt Maulbeck

            Mr. Geoffrey Ossias

            Mr. Steven Jacobs

            Mr. Jonathan W. Trutter

            Mr. Aaron D. Peck

            Mr. Frederick L. White

            Mr. Larry P. Medvinsky

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