June 23, 2005


Mail Stop 4561


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.
	Amendment No. 5 to Form S-11 filed on June 23, 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
1. We note your response to prior comment 1, seeking your analysis
as
to why your manager should not be considered an underwriter in
light
of its intention to allocate to its officers, employees and
service
providers the stock and options issued to it in the December 2004
private placement, and to be issued to it under the incentive fee
provision of your management agreement.  We do not believe that
"special selling efforts and methods" are required before
underwriter
status may be assigned.  Also, that allocations would not replace
a
person`s salary, but would be more in the nature of a "bonus,"
does
not alter the fact that the allocations are supported by
consideration in the form of the recipient`s service to the
manager.
Finally, the manager`s willingness now to refrain from making
allocations prior to one year from the date of grant does not
alter
the manager`s underwriter status, which must be determined as of
the
date of grant. Please provide us with additional analysis as to
why
the manager should not be viewed as an underwriter or tell us how
the
anticipated allocations will comply with Section 5.

Summary

Our Distribution Policy, page 14
2. With respect to the distribution declared in June, please
indicate
its total size, make clear that shareholders buying in this
offering
will not participate, and disclose how you intend to pay for it
(i.e., cash on hand).  If true, please confirm that you will not
be
relying on offering proceeds or new borrowings.  Finally, please
disclose the total size of the April distribution, indicate the
portion that exceeded net income and make clear, with respect to
this
and all future distributions, that distributions in excess of net
income may be considered a return of capital.

Financial Statements for the three months ended March 31, 2005 and
the period ended December 31, 2004
3. Please revise to present pro forma per share data reflecting
the
offering proceeds to cover the distribution amount and balance
sheet
data to reflect an accrual for the distribution to be paid on July
15, 2005.  Refer to SAB Topic 1B.3.
Other

      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.


You may contact Matt Maulbeck at 202-551-3466 or Steven Jacobs,
Accounting Branch Chief, at 202-551-3403 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Geoffrey Ossias at 202-551-3404 or the undersigned
at
202-551-3780 with any other questions.


Sincerely,



Elaine Wolff
Branch Chief


cc:	Daniel M. LeBey, Esq. (via facsimile)
	Hunton & Williams LLP


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Deerfield Triarc Capital Corp.
June 23, 2005
Page 1