UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported) November 12, 2002


                             TRIARC COMPANIES, INC.
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)


  DELAWARE                       1-2207              38-0471180
  -----------------              --------------      --------------
  (State or other                (Commission         (I.R.S. Employer
  jurisdiction of                File No.)           Identification No.)
  incorporation of
  organization)


   280 Park Avenue
   New York, NY                                              10017
   --------------------------------                    -----------------
   (Address of principal executive office)                (Zip Code)


  Registrant's telephone number, including area code:   (212) 451-3000


  --------------------------------------------------    -----------------
 (Former name or former address,                           (Zip Code)
 if changed since last report)



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)  Exhibits

     3.1 - By-laws of Triarc Companies, Inc., as currently in effect.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   TRIARC COMPANIES, INC.



                                   By: Stuart I. Rosen
                                       ________________________
                                       Stuart I. Rosen
                                       Senior Vice President
                                       and Associate General Counsel

Dated: November 12, 2002




                                  EXHIBIT INDEX

Exhibit
  No.           Description                                Page No.

 3.1 -          By-laws of Triarc Companies, Inc., as currently in effect.




<page>


                                                          Exhibit 3.1

                             TRIARC COMPANIES, INC.

                                     BY-LAWS
                     (as amended through September 19, 2002)


                                    ARTICLE I

                                     Offices

     SECTION 1.  Registered  Office in Delaware.  The  registered  office of the
Corporation  (as defined in Article IX below) in the State of Delaware  shall be
located at 2711 Centerville  Road, Suite 400, in the City of Wilmington,  County
of New Castle, and the name of the resident agent in charge thereof shall be The
Corporation Trust Company.

     SECTION 2. Executive  Offices.  The Corporation shall maintain an executive
office in New York,  New York, or such other  location as the Board of Directors
shall determine.

     SECTION 3. Other Offices. In addition to the registered office in the State
of Delaware and the principal executive office, the Corporation may have offices
at such other  places  within and  without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II
                             Meeting of Stockholders

     SECTION 1.  Annual  Meetings.  The annual  meeting of  stockholders  of the
Corporation  for the election of  directors  and the  transaction  of such other
business as may be brought before the meeting in accordance with the Certificate
of  Incorporation  (as defined in Article IX below) and these  By-Laws  shall be
held on the date and at the time fixed from time to time  within  thirteen  (13)
months after the date of the preceding annual meeting by the Board of Directors,
by a  resolution  adopted by the  affirmative  vote of a  majority  of the total
number of  directors  determined  from  time to time by the  Board of  Directors
pursuant to a resolution  adopted  pursuant to Section 3 of Article III of these
By-Laws.  The annual meeting of  stockholders  of the  Corporation  shall not be
called or held otherwise than as provided in the Certificate of Incorporation or
in these By-Laws.

     SECTION  2.  Special  Meeting.  Special  meetings  of  stockholders  of the
Corporation  may be  called  only at the  direction  of the  Chairman  and Chief
Executive  Officer,  the President and Chief  Operating  Officer or the Board of
Directors.

     SECTION 3. Place of Meeting. Annual and special meetings of stockholders of
the Corporation shall be held at the registered office of the Corporation in the
City of Wilmington,  County of New Castle, State of Delaware,  unless some other
place  within  or  without  the State of  Delaware  shall  have been  fixed by a
resolution adopted by the Board and designated in the notice of meeting.

     SECTION 4. Notice of Meetings.  Notice of every meeting of  stockholders of
the Corporation,  annual or special,  stating the time,  place, if any, and, for
special meetings,  in general terms, the purpose or purposes  thereof,  shall be
given by the Chairman and Chief  Executive  Officer or the  President  and Chief
Operating  Officer or the Secretary of the  Corporation  to each  stockholder of
record entitled to vote at the meeting.  Notice of the time,  place, if any, and
purposes of any annual or special meeting of stockholders  may be dispensed with
if every  stockholder  entitled to notice of and to vote at such  meeting  shall
attend, either in person or by proxy, or if every absent stockholder entitled to
such  notice  and  vote  shall,  in a  writing  or  writings  or  by  electronic
transmission  filed with the records of the meeting  either  before or after the
holding thereof, waive such notice.

     SECTION  5.  Means of  Giving  Notice.  A notice of any  annual or  special
meeting of stockholders of the Corporation may be given either  personally or by
mail or other means of written communication,  charges prepaid, addressed to the
stockholder  at  such  stockholder's  address  appearing  on  the  books  of the
Corporation or given by such  stockholder to the  Corporation for the purpose of
notice. Notices given to stockholders may be given by electronic transmission in
the manner provided by law.

     SECTION  6.  Time  of  Notice.  Any  required  notice  of  any  meeting  of
stockholders  of the  Corporation  shall  be sent to each  stockholder  entitled
thereto  not less than ten (10) nor more than  sixty (60) days prior to the date
of the meeting.

     SECTION 7. Record Date.  In order that the  Corporation  may  determine the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive  payment of any  dividend or other  distribution  or allotment of any
rights or to  exercise  any  rights in  respect  of any  change,  conversion  or
exchange of stock or for the purpose of any other  lawful  action,  the Board of
Directors may fix a record date, which record date shall not precede the date on
which the  resolution  fixing the record date is adopted  and which  record date
shall not be more than sixty (60) or less than ten (10) days  before the date of
any meeting of stockholders, nor more than sixty (60) days prior to the time for
such other  action as  hereinbefore  described;  provided,  however,  that if no
record date is fixed by the Board of Directors,  the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given  or,  if  notice  is  waived,  at the  close of  business  on the day next
preceding  the  day  on  which  the  meeting  is  held,   and,  for  determining
stockholders  entitled to receive payment of any dividend or other  distribution
or  allotment  of rights or to  exercise  any  rights of change,  conversion  or
exchange  of stock or for any other  purpose,  the  record  date shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     In order that the  Corporation may determine the  stockholders  entitled to
consent to corporate action in writing without a meeting (including by telegram,
cablegram or other  electronic  transmission  as permitted by law), the Board of
Directors may fix a record date, which shall not precede the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which record date shall be not more than ten (10) days after the date upon which
the  resolution  fixing the record date is  adopted.  If no record date has been
fixed by the Board of Directors and no prior action by the Board of Directors is
required by the Delaware  General  Corporation Law, the record date shall be the
first date on which a signed written  consent  setting forth the action taken or
proposed to be taken is delivered to the Corporation in the manner prescribed by
Article II, Section 14 hereof.  If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Delaware
General  Corporation  Law with respect to the proposed action by written consent
of the stockholders,  the record date for determining  stockholders  entitled to
consent to corporate  action in writing shall be at the close of business on the
day on which the Board of  Directors  adopts the  resolution  taking  such prior
action.

     SECTION 8. List of Stockholders.  A complete list of stockholders  entitled
to vote at any meeting of stockholders,  arranged in alphabetical order for each
class of stock and showing the address of each such  stockholder  and the number
of  shares  registered  in the  name of such  stockholder,  shall be open to the
examination of any such stockholder in the manner provided by law.

     The  stockholder  list  shall  also  be  open  to  the  examination  of any
stockholder during the whole time of the meeting as provided by law.

     SECTION 9. Quorum.  At any meeting of  stockholders  of the Corporation the
presence in person or by proxy of the  holders of a majority in voting  power of
the  outstanding  stock of the Corporation  entitled to vote shall  constitute a
quorum for the transaction of business  brought before the meeting in accordance
with the  Certificate  of  Incorporation  and these  By-Laws and, a quorum being
present,  the  affirmative  vote of the  holders of a majority  in voting  power
present in person or represented by proxy and entitled to vote shall be required
to effect action by stockholders;  provided,  however, that the affirmative vote
of a plurality in voting  power  present in person or  represented  by proxy and
entitled  to vote  shall be  required  to effect  elections  of  directors.  The
stockholders  present at any duly organized meeting of stockholders may continue
to do business  until  adjournment,  notwithstanding  the  withdrawal  of enough
stockholders to have less than a quorum.

     SECTION 10. Adjournment. Any meeting of stockholders of the Corporation may
be adjourned from time to time, without notice other than by announcement at the
meeting by the chairman of the meeting at which such  adjournment is taken,  and
at any such adjourned  meeting at which a quorum shall be present any action may
be taken that could have been taken at the meeting originally called;  provided,
however,  that if the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the adjourned meeting.

     SECTION  11.  Organization.   At  every  meeting  of  stockholders  of  the
Corporation, the Chairman and Chief Executive Officer or, in the absence of such
officer,  the President and Chief  Operating  Officer or, in the absence of both
such officers, such individual as shall have been designated by the Chairman and
Chief  Executive  Officer,  or if such  officer  has not  done  so,  then by the
President and Chief Operating Officer,  or if such officer has not done so, by a
resolution  adopted  by the  affirmative  vote of a  majority  of the  Board  of
Directors,  shall  act  as  chairman  of  the  meeting.  The  Secretary  of  the
Corporation  or, in the  absence of such  officer,  an  Assistant  Secretary  in
attendance  or, in the absence of the Secretary and an Assistant  Secretary,  an
individual  appointed by the  chairman of the meeting  shall act as secretary of
the meeting and keep a record of the proceedings of the meeting.

     SECTION 12.  Agenda and Rules of Order.  The chairman of the meeting  shall
have sole  authority to prescribe  the agenda and rules of order for the conduct
of any meeting of stockholders of the Corporation and to determine all questions
arising  thereat  relating  to the  order of  business  and the  conduct  of the
meeting, except as otherwise required by law.

     SECTION 13. Conduct of Business at Meetings.  Except as otherwise  provided
by law,  at any annual or special  meeting of  stockholders  only such  business
shall be  conducted  as shall have been  properly  brought  before the  meeting.
Except  as  otherwise  provided  in this  Article  II or in the  Certificate  of
Incorporation, in order to be properly brought before the meeting, such business
must have either been:

     (A)  specified  in the notice of the  meeting (or any  supplement  thereto)
given to stockholders of record on the record date for such meeting by or at the
direction of the Board of Directors; or

     (B) brought  before the meeting at the  direction of the Chairman and Chief
Executive  Officer,  the President and Chief  Operating  Officer or the Board of
Directors.

     SECTION 14. Stockholder Action by Consent. Any action required or permitted
to be  taken  by  the  holders  of  the  issued  and  outstanding  stock  of the
Corporation  may be effected at an annual or special  meeting of stockholders or
by the consent in writing of such  stockholders  or any of them,  which  writing
shall be filed with the minutes of proceedings of the stockholders.  A telegram,
cablegram or other electronic  transmission  consenting to an action to be taken
and  transmitted by a stockholder  shall be deemed to be in writing for purposes
of this section to the extent permitted by law.

                                   ARTICLE III
                               Board of Directors

     SECTION 1. Board of Directors.  The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     SECTION 2.  Qualification  of  Director.  Each  director  shall be at least
eighteen  (18)  years  of  age.  Directors  need  not  be  stockholders  of  the
Corporation.

     SECTION 3. Number of Directors. The Board of Directors shall consist of not
fewer than seven (7) nor more than fifteen (15) individuals, the exact number to
be fixed from time to time by the Board of  Directors  pursuant to a  resolution
adopted by a majority of directors then in office.

     SECTION 4.  Election  and Term of  Office.  The  members  of the  Board of
Directors  shall  be  elected  by the  stockholders  at the  annual  meeting  of
stockholders  and each  director  shall hold office until the annual  meeting of
stockholders  next succeeding his or her election and until his or her successor
is  elected  and  qualified,  or until his or her  earlier  death,  resignation,
retirement, disqualification or removal.

     SECTION  5.  Vacancies.  Any  vacancy in the Board of  Directors  caused by
death, resignation,  retirement,  disqualification or removal or any other cause
(including  an  increase  in the number of  directors)  may be filled  solely by
resolution  adopted by the affirmative  vote of a majority of the directors then
in office,  whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors  will serve for the  remainder of the full term of the director for
which the vacancy  occurred.  No decrease in the size of the Board of  Directors
shall have the effect of shortening the term of any incumbent director.

     SECTION 6.  Resignation of Directors.  Any director may resign at any time.
Such  resignation  shall be made in writing or by  electronic  transmission  and
shall take effect at the time  specified  therein,  and if no time be specified,
shall take effect at the time of its receipt by the Chairman and Chief Executive
Officer,  the  President  and Chief  Operating  Officer or the  Secretary of the
Corporation.  The acceptance of a resignation  shall not be necessary to make it
effective,  but no resignation shall discharge any accrued obligation or duty of
a director.

     SECTION 7. Removal of Directors. A duly elected director of the Corporation
may  be  removed  from  such  position,  with  or  without  cause,  only  by the
affirmative  vote of the holders of two-thirds  (2/3) of the voting power of the
outstanding capital stock of the Corporation entitled to vote in the election of
directors, voting as a single class.

     SECTION 8. Quorum of Directors.  Except as otherwise  required by law or by
the  Certificate of  Incorporation  or by these  By-Laws,  (i) a majority of the
directors in office at the time of a duly assembled  meeting shall  constitute a
quorum and be sufficient for the transaction of business,  and (ii) any act of a
majority of the directors  present at a meeting at which there is a quorum shall
be the act of the Board of Directors.

     SECTION 9. Place of  Meeting.  Subject to the  provisions  of Section 10 of
this Article  III, the Board of Directors  may hold any meeting at such place or
places within or without the State of Delaware as it may determine.

     SECTION 10. Organization Meeting. After each annual meeting of stockholders
of the  Corporation,  the Board of Directors shall meet immediately at the place
where such  meeting of  stockholders  was held for the purpose of  organization,
election of  Executive  Officers (as defined in Section 1 of Article V), and the
transaction of other business.

     SECTION 11. Regular  Meetings.  Regular  meetings of the Board of Directors
may be held at such  times and at such  places  within or  without  the State of
Delaware as the Board of Directors shall from time to time determine.

     SECTION 12. Special  Meetings.  Special  meetings of the Board of Directors
may be called by the Chairman and Chief  Executive  Officer,  the  President and
Chief Operating Officer or any two directors, and any such meeting shall be held
at such time and at such place  within or without the State of Delaware as shall
be specified in the notice of meeting.

     SECTION 13. Notice of Meetings.  Subject to the provisions of Section 10 of
this  Article  III,  notice of the place,  day and hour of every  meeting of the
Board of Directors  shall be given to each director by mailing written notice at
least two (2) days  before the  meeting  to his or her last known  address or by
delivering such notice either by personal delivery,  by telegraph,  by telephone
or by any  other  lawful  means  (including  electronic  transmission)  to  each
director at least twenty-four (24) hours before the meeting.

     SECTION 14.  Organization.  The Chairman and Chief Executive Officer or, in
the absence of such officer,  the President  and Chief  Operating  Officer shall
call  meetings of the Board of  Directors to order and shall act as the chairman
thereof.  In the absence of the  Chairman  and Chief  Executive  Officer and the
President and Chief Operating  Officer,  a majority of the directors present may
elect as chairman of the meeting any  director  present.  The  Secretary  of the
Corporation  or, in the  absence of such  officer,  an  Assistant  Secretary  in
attendance  or, in the absence of the Secretary and an Assistant  Secretary,  an
individual  appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.

     SECTION 15. Order of Business.  Unless otherwise determined by the Board of
Directors  the order of business  and rules of order at any meeting of the Board
of Directors shall be determined by the chairman of the meeting.

     SECTION  16.  Adjournment.  Any  meeting of the Board of  Directors  may be
adjourned from time to time by a majority of the directors  present,  whether or
not they shall  constitute  a quorum,  and no notice  shall be  required  of any
adjourned meeting beyond the announcement of such adjournment at the meeting.

     SECTION  17.  Action  by Board  of  Directors  Without  a  Meeting.  Unless
otherwise  restricted by the Certificate of Incorporation or these By-Laws,  any
action  required  or  permitted  to be  taken  at any  meeting  of the  Board of
Directors  or any  committee  thereof may be taken  without a meeting if all the
members of the Board or the committee,  as the case may be,  consent  thereto in
writing or by electronic transmission, and the writing or writings or electronic
transmission or  transmissions  are filed with the minutes of the proceedings of
the Board of Directors or committee, as the case may be. Such filing shall be in
paper  form if the  minutes  are  maintained  in  paper  form  and  shall  be in
electronic form if the minutes are maintained in electronic form.

     SECTION 18. Action by Conference Telephone.  Unless otherwise restricted by
the  Certificate  of  Incorporation  or these  By-Laws,  members of the Board of
Directors or of any committee  thereof may participate in a meeting of the Board
of Directors or of such  committee,  as the case may be, by means of  conference
telephone  or other  communications  equipment  by means  of which  all  persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at such a meeting.

     SECTION 19.  Compensation.  Each director,  in  consideration of his or her
serving  as such,  shall be  entitled  to  receive  from  the  Corporation  such
compensation  as the  Board of  Directors  shall  from  time to time  determine,
together with  reimbursement  for reasonable  expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors,  in  consideration  of his or
her serving as such,  shall be entitled to such  additional  compensation as the
Board  of  Directors   shall  from  time  to  time   determine,   together  with
reimbursement  for  reasonable  expenses  incurred  by him  or her in  attending
meetings of such  committee.  Nothing  herein  contained  shall be  construed to
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation therefor.

                                   ARTICLE IV
                             Committees of Directors

     SECTION 1.  Committees.  The Board of  Directors  may  appoint  one or more
committees,  which may  include  as  members  directors  only or  directors  and
non-directors,  as the  Board  of  Directors  may  from  time to  time  consider
desirable, and such committees shall have such powers and duties as the Board of
Directors  shall  determine  and as  shall be  specified  in the  resolution  of
appointment; provided, however, that the powers and duties of any such committee
whose  members  shall   include   non-directors   shall  be  limited  to  making
recommendations to the Board of Directors.

     SECTION  2.  Committee  Vacancies.  Any  member  of a  committee  appointed
pursuant  to this  Article  IV  shall  serve  at the  pleasure  of the  Board of
Directors,  which  Board  shall have the power at any time to remove any member,
with or without  cause,  and to fill vacancies in the membership of a committee.
No committee  appointed pursuant to this Article IV shall have the power to fill
any  vacancy  in the  membership  of such  committee.  Any  committee  appointed
pursuant  to Section 1 of this  Article IV shall  exist at the  pleasure  of the
Board of  Directors,  which Board shall have the power at any time to change the
powers and duties of any such committee or to dissolve it.

     SECTION 3. Committee  Meetings.  Regular meetings of a committee  appointed
pursuant  to this  Article  IV shall be held at such  times  and at such  places
within  or  without  the State of  Delaware  as the  Board of  Directors  or the
committee  shall  from time to time  determine,  and no  notice of such  regular
meetings shall be required.  Special  meetings of any committee may be called by
the chairman of such committee or by the Chairman and Chief Executive Officer or
by the  President  and  Chief  Operating  Officer,  and  shall be  called by the
Secretary  of the  Corporation  on the  written  request  of any  member of such
committee.  Notice of a special  meeting of any committee shall be given to each
member  thereof by mailing such notice at least  forty-eight  (48) hours,  or by
personally  delivering,  telegraphing  or telephoning the same at least eighteen
(18) hours,  before the meeting.  It shall not be requisite  for the validity of
any meeting of any  committee  that notice  thereof shall have been given to any
committee  member who is present at the  meeting  or, if absent,  waives  notice
thereof in writing filed with the records of the meeting  either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members  present at any meeting at which there is a quorum  shall be the act
of the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions  adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.

                                    ARTICLE V
                                    Officers

     SECTION 1. Executive Officers.  At the organization meeting of the Board of
Directors  following the annual meeting of stockholders,  the Board of Directors
shall  elect as  executive  officers  of the  Corporation  a Chairman  and Chief
Executive  Officer,  a President and Chief Operating  Officer, a Secretary and a
Treasurer,  and may elect as executive  officers of the  Corporation one or more
Chairmen  Emeriti,  Vice  Chairmen,  Executive  Vice  Presidents,   Senior  Vice
Presidents and Vice Presidents. All such executive officers elected by the Board
of Directors are referred to in these By-Laws as "Executive Officers." The Board
of Directors may from time to time appoint such other officers and agents of the
Corporation  as the interests of the  Corporation  may require and may fix their
duties  and terms of  office.  To the  extent  permitted  by law,  any number of
offices may be held by the same person.

     SECTION 2. Other Officers. In addition to the Executive Officers elected by
the Board of Directors pursuant to Section 1 of this Article V, the Chairman and
Chief Executive  Officer and the President and Chief Operating  Officer may from
time to time appoint such other  officers of the  Corporation,  including,  Vice
Presidents,   Assistant  Vice  Presidents,  Staff  Vice  Presidents,   Assistant
Secretaries,  Assistant  Treasurers  and  Controllers,  as the  interests of the
Corporation may require (the "Other Officers"); provided, however, that no Other
Officer may be  appointed  to the office of  Chairman  Emeriti,  Vice  Chairman,
President and Chief Operating  Officer,  Executive Vice  President,  Senior Vice
President, Secretary or Treasurer. Each appointment of an Other Officer shall be
in writing and shall set forth the duties of the Other Officer  being  appointed
and, subject to Section 3 of this Article V, such officer's term of office.

     SECTION 3. Term of Office.  Each Executive  Officer shall hold office until
the organization  meeting of the Board of Directors following the annual meeting
of stockholders next succeeding such officer's election and until such officer's
successor  is elected and  qualified,  or until such  officer's  earlier  death,
resignation,  retirement or removal.  Each Other Officer shall hold office for a
term to be decided by the  appointing  Chairman and Chief  Executive  Officer or
President and Chief Operating  Officer,  as the case may be; provided,  however,
that no such term  shall be for a period  longer  than the term of office of the
appointing Chairman and Chief Executive Officer or President and Chief Operating
Officer.

     SECTION 4. Removal of Officers.  Any Executive Officer or Other Officer may
be removed from office with or without cause at any time by the affirmative vote
of a majority of the Board of  Directors.  Any Other Officer may be removed from
office at any time with or without  cause by the  Chairman  and Chief  Executive
Officer or President and Chief Operating Officer.

     SECTION 5.  Vacancies.  A vacancy in any  Executive  Office or Other Office
arising  from any cause may be filled for the  unexpired  portion of the term by
the Board of Directors. A vacancy in any Other Office arising from any cause may
be  filled  for the  unexpired  portion  of the term by the  Chairman  and Chief
Executive Officer or President and Chief Operating Officer.

     SECTION 6. Compensation of Officers. The salaries or compensation,  if any,
of the  Executive  Officers  shall  be fixed by the  Board of  Directors  or the
Compensation Committee of the Board of Directors,  if their be one. The salaries
or  compensation of the Other Officers and division  officers,  if there be any,
may be fixed from time to time by the Board of Directors, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.

     SECTION 7.  Chairman and Chief  Executive  Officer.  The Chairman and Chief
Executive  Officer  shall  be  Chairman  of the  Board of  Directors  and of the
Executive  Committee,  if any,  shall  be the  chief  executive  officer  of the
Corporation  and,  subject to the control of the Board of Directors,  shall have
general charge and control of the business and affairs of the  Corporation  with
power and  authority,  when  acting in the  ordinary  course of  business of the
Corporation,  in the name and on  behalf of the  Corporation  and under its seal
attested by the  Secretary or an  Assistant  Secretary  of the  Corporation,  or
otherwise,  to (i) execute and deliver agreements,  contracts,  certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and  indebtedness,  rights and options to acquire the same,  and all
other securities,  whether  negotiable or  non-negotiable,  (iii) sell,  assign,
transfer and deliver all stocks,  bonds,  evidence of interest and indebtedness,
rights and options to acquire the same, and all other  securities,  corporate or
otherwise, now or hereafter standing in the name of or owned beneficially by the
Corporation,   (iv)  open  and  maintain  accounts  with  banking  institutions,
including  investment  banks and brokerage  firms, and (v) borrow from banks and
other financial  institutions,  including  investment banks and brokerage firms,
such sums of money for such  periods of time and upon such terms as such officer
shall deem  necessary  or  appropriate,  and execute and  deliver  notes,  other
evidences  of  indebtedness  and  agreements  for the  repayment  of any sums so
borrowed in the name and on behalf of the Corporation;  provided,  however, that
no borrowing pursuant to this clause (v) shall have an original maturity of more
than one year. Such officer shall preside at all meetings of stockholders of the
Corporation  and the Board of Directors  at which such officer is present.  Such
officer  shall  perform all other  duties and enjoy all other  powers  which are
commonly incident to the office of Chairman and Chief Executive Officer,  or are
delegated  to such officer from time to time by the Board of Directors or are or
may at any time be authorized or required by law.

     SECTION 8. Chairman  Emeriti and Vice  Chairmen of the Board.  The Chairman
Emeriti and Vice Chairmen of the Board, if there be any, shall be members of the
Board of  Directors  and shall have such powers and  perform  such duties as may
from time to time be assigned to them by the Board of  Directors,  the  Chairman
and Chief Executive Officer or the President and Chief Operating Officer.

     SECTION 9. President and Chief Operating  Officer.  The President and Chief
Operating  Officer  shall  be a member  of the  Board  of  Directors  and of the
Executive  Committee,  if any,  shall  be the  chief  operating  officer  of the
Corporation  responsible  for  directing,  administering  and  coordinating  the
business  operations of the Corporation in accordance  with policies,  goals and
objectives  established  by the Board of  Directors  and the  Chairman and Chief
Executive  Officer with power and authority,  when acting in the ordinary course
of business of the Corporation, in the name and on behalf of the Corporation and
under its seal  attested  by the  Secretary  or an  Assistant  Secretary  of the
Corporation,  or otherwise,  to, (i) execute and deliver agreements,  contracts,
certificates and other instruments, (ii) purchase and accept delivery of stocks,
bonds, evidences of interest and indebtedness, rights and options to acquire the
same, and all other  securities,  whether  negotiable or  non-negotiable,  (iii)
sell,  assign,  transfer and deliver  stocks,  bonds,  evidences of interest and
indebtedness,  rights and options to acquire the same, and all other securities,
corporate  or  otherwise,  now or  hereafter  standing  in the  name of or owned
beneficially by the  Corporation,  (iv) open and maintain  accounts with banking
institutions,  including  investment  banks and brokerage  firms, and (v) borrow
from banks and other  financial  institutions,  including  investment  banks and
brokerage firms, such sums of money for such periods of time and upon such terms
as such officer  shall deem  necessary or  appropriate,  and execute and deliver
notes,  other evidences of indebtedness  and agreements for the repayment of any
sums so  borrowed  in the  name  and on  behalf  of the  Corporation;  provided,
however,  that no  borrowing  pursuant to this clause (v) shall have an original
maturity of more than one year.  Such officer shall perform all other duties and
enjoy all other powers  which are  commonly  incident to the office of President
and Chief Operating  Officer or which are delegated to such officer by the Board
of Directors or the Chairman and Chief Executive Officer.  In the absence of the
Chairman and Chief Executive Officer,  the President and Chief Operating Officer
shall  perform all duties and may  exercise all powers of the Chairman and Chief
Executive  Officer  and  shall  preside  at  meetings  of  stockholders  of  the
Corporation and the Executive Committee.

     SECTION 10.  Executive  Vice  Presidents,  Senior Vice  Presidents and Vice
Presidents Elected by the Board. The Executive Vice Presidents,  the Senior Vice
Presidents and the Vice Presidents elected by the Board of Directors pursuant to
Section 1 of this Article V, if there be any, shall have such powers and perform
such  duties  as may  from  time to time be  assigned  to them by the  Board  of
Directors,  the Chairman and Chief Executive  Officer or the President and Chief
Operating Officer.

     SECTION 11.  Secretary.  The Secretary  shall record the proceedings of all
meetings of  stockholders of the Corporation and of the Board of Directors which
such  officer  attends  in a book or books to be kept  for  that  purpose.  Such
officer  shall  attend to the giving and serving of all notices on behalf of the
Corporation,  shall have custody of the records and the seal of the  Corporation
and  shall  affix  the seal to any  instrument  which  requires  the seal of the
Corporation.  Such  officer  shall,  in  general,  perform  all the  duties  and
functions  incident to the office of Secretary and shall also perform such other
duties  as may from time to time be  assigned  to such  officer  by the Board of
Directors,  the Chairman and Chief Executive  Officer or the President and Chief
Operating Officer.

     SECTION 12. Treasurer.  The Treasurer shall have custody and control of all
funds and  securities of the  Corporation,  except as otherwise  provided by the
Board of Directors.  Such officer  shall keep full and accurate  accounts of all
receipts  and  disbursements  of the  Corporation  in  books to be kept for that
purpose,  shall deposit all money and other valuable  effects in the name and to
the credit of the  Corporation in such  depositories as may be designated by the
Board of  Directors,  and shall  render  to the  Chairman  and  Chief  Executive
Officer,  the President and Chief  Operating  Officer or the Board of Directors,
whenever  any  of  them  may  require  it,  an  account  of all  such  officer's
transactions  as  Treasurer  and an account of the  financial  condition  of the
Corporation.  Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors,  the Chairman and
Chief Executive Officer or the President and Chief Operating Officer.

     SECTION 13. Powers and Duties of Other  Officers.  The Other Officers shall
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Directors,  the Chairman and Chief Executive Officer or the
President and Chief Operating Officer.


                                   ARTICLE VI
                                  Capital Stock

     SECTION 1.  Certificates.  Each  stockholder  of the  Corporation  shall be
entitled  to a  certificate  or  certificates  signed  by or in the  name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer,  an Executive Vice President or a Senior Vice President,  and
by  the  Treasurer,  an  Assistant  Treasurer,  the  Secretary  or an  Assistant
Secretary,  certifying the number of shares of stock of the Corporation owned by
such  stockholder.  Any or all of the  signatures on the  certificates  may be a
facsimile.

     In case any officer,  Transfer  Agent or Registrar  who has signed or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer,  Transfer Agent or Registrar before such certificate is issued, it
may be issued by the  Corporation  with the same  effect as if he, she or it was
such officer, Transfer Agent or Registrar at the date of issue.

     All  certificates of each class or series shall be  consecutively  numbered
and shall be entered in the books of the  Corporation as they are issued.  Every
certificate  shall certify the name of the Person owning the shares  represented
thereby,  with the  number  of  shares  and the date of  issue.  The  names  and
addresses of all Persons  owning shares of the  Corporation,  with the number of
shares  owned by each and the date or dates of issue of the shares held by each,
shall be entered in the books of the  Corporation  kept for that  purpose by the
proper officers, agents or employees of the Corporation.

     The  Corporation  shall be  entitled  to treat the  holder of record of any
share or shares of stock of the  Corporation  as the holder in fact thereof and,
accordingly,  shall not be bound to recognize any equitable or other claim to or
interest  in such share or shares on the part of any other  Persons,  whether or
not it has actual or other notice thereof, except as provided by law.

     SECTION 2.  Cancellation of Certificates.  All certificates  surrendered to
the Corporation  shall be cancelled and,  except in the case of lost,  stolen or
destroyed  certificates,  no new  certificates  shall be issued until the former
certificate or  certificates  for the same number of shares of the same class of
stock have been surrendered and cancelled.

     SECTION 3. Lost, Stolen or Destroyed  Certificates.  The Board of Directors
may  direct a new  certificate  or  certificates  to be  issued  in place of any
certificate or certificates  theretofore  issued by the  Corporation  alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the Person claiming the  certificate or  certificates  to be lost,  stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new  certificate or  certificates,  the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's  legal  representative,  advertise the same in such manner as the Board
shall  require  and/or give the  Corporation  and its Transfer  Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may  direct  as  indemnity  against  any  claim  that  may be made  against  the
Corporation and its Transfer Agent or Agents, Registrar or Registrars,  and that
the owner  requesting such new certificate or certificates  obtain a final order
or decree of a court of competent  jurisdiction as such owner's right to receive
such new certificate or certificates.

     SECTION 4. Transfer of Shares. Shares of stock shall be transferable on the
books of the Corporation by the holder thereof,  in person or by duly authorized
attorney, upon the surrender of the certificate or certificates representing the
shares to be transferred, properly endorsed, with such proof or guarantee of the
authenticity  of the signature as the  Corporation  or its agents may reasonably
require.

     SECTION 5. Transfer Agents and Registrars.  The Corporation may have one or
more Transfer Agents and one or more Registrars of its stocks,  whose respective
duties the Board of Directors  may define from time to time. No  certificate  of
stock shall be valid until countersigned by a Transfer Agent, if the Corporation
shall  have a Transfer  Agent,  or until  registered  by the  Registrar,  if the
Corporation  shall have a Registrar.  The duties of Transfer Agent and Registrar
may be combined.


                                   ARTICLE VII
                       Contracts, Checks, Drafts, Proxies

     SECTION 1. Execution of Contracts. The Board of Directors may authorize any
Executive or Other Officer,  agent or employee of the  Corporation to enter into
any contract or execute and deliver any  instrument  in the name or on behalf of
the  Corporation,  and such  authority  may be general or  confined  to specific
instances,  and, unless so authorized by the Board of Directors, no Executive or
Other Officer, agent or employee except the Chairman and Chief Executive Officer
and the President and Chief Operating  Officer shall have any power or authority
to bind the  Corporation by any contract or to pledge its credit or to render it
liable pecuniarily for any purpose or to any amount.

     SECTION 2. Loans.  Except as otherwise  provided in these By-Laws,  no loan
shall be contracted in the name or on behalf of the Corporation, and no evidence
of  indebtedness  shall be issued,  endorsed or accepted in its name,  or on its
behalf,  unless  authorized  by the Board of  Directors.  Such  authority may be
general or confined to specific instances. When so authorized,  the Executive or
Other  Officer,  agent or employee  thereunto  authorized  may effect  loans and
advances at any time for the  Corporation  from any Person  (including any bank,
trust  company or other  institution)  and for such loans and advances may make,
execute and deliver  promissory  notes or other evidences of indebtedness of the
Corporation,  and, when authorized as aforesaid,  as security for the payment of
any and all loans and advances may make, execute and deliver promissory notes or
other  evidences  of  indebtedness  and  liabilities  of  the  Corporation,  may
mortgage,  pledge,  hypothecate or transfer any real or personal property at any
time owned or held by the  Corporation,  and to that end execute  instruments of
mortgage or pledge or otherwise transfer such property.

     SECTION 3. Checks,  Drafts, etc. All checks,  drafts,  bills of exchange or
other orders for the payment of money, obligations,  notes or other evidences of
indebtedness,  bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by the Chairman and Chief Executive
Officer,  the  President  and Chief  Operating  Officer or such other  Executive
Officer or Other Officer,  agent,  attorney,  or employee of the  Corporation as
shall from time to time be determined  by the Board of  Directors,  the Chairman
and Chief Executive Officer or the President and Chief Operating Officer.

     SECTION 4.  Proxies in Respect of  Securities  of Other  Corporations.  The
Chairman and Chief Executive Officer,  the President and Chief Operating Officer
and such other Executive or Other Officers as are designated by the Chairman and
Chief  Executive  Officer  or the  President  and Chief  Operating  Officer  are
authorized to vote by casting a ballot in person or by voting by proxy on behalf
of the  Corporation  the shares owned by the  Corporation  of the stock or other
securities in any other  Corporation  at meetings of the holders of the stock or
other  securities of such other  corporation,  or to consent in writing,  in the
name of the Corporation as such holder, to any action by such other corporation.

                                  ARTICLE VIII
                                 Indemnification

     The Corporation shall, and by reason of the enactment of this By-Law hereby
does, indemnify each and every individual (including his or her heirs, executors
and  assigns) who was or is a party or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "Proceeding"),  by
reason of the fact that he or she is or was a  director,  Executive  Officer  or
Other Officer of the  Corporation,  or, while a director,  Executive  Officer or
Other  Officer  of the  Corporation,  is or was  serving  at the  request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other enterprise,  including service with
respect to an employee  benefit  plan  (hereinafter  as  "Indemnitee"),  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  in  connection  with such action,  suit or  proceeding,  to the full
extent that it has the power to do so under  Delaware Law. Such  indemnification
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled  under the  Certificate  of  Incorporation  or under any  agreement,
contract of insurance,  vote of  stockholders  or  disinterested  directors,  or
otherwise,  or of the broader power of the  Corporation to indemnify a director,
Executive  Officer,  Other  Officer,  employee  or agent of the  Corporation  as
authorized by Delaware Law.

                                   ARTICLE IX
                                   Definitions

     For purposes of these By-Laws,  the following terms shall have the meanings
set forth below:

     "Certificate of Incorporation"  shall mean the Certificate of Incorporation
of the Corporation, as from time to time amended.

     "Corporation" shall mean Triarc Companies, Inc.

     "Delaware  Law"  shall  mean the  General  Corporation  Law of the State of
Delaware, as amended from time to time.

     "Executive  Officers"  shall  have the  meaning  set forth in  Section 1 of
Article V of these By-Laws.

     "Indemnitee"  shall have the meaning set forth in Section 1 of Article VIII
of these By-Laws.

     "Other  Officer" shall have the meaning set forth in Section 2 of Article V
of these By-Laws.

     "Person" shall mean any individual, firm, corporation or other entity.

     "Proceeding"  shall have the meaning set forth in Section 1 of Article VIII
of these By-Laws.

     "Voting  Shares"  shall mean any issued and  outstanding  shares of capital
stock  of  the  Corporation  entitled  to  vote  generally  in the  election  of
directors.


                                    ARTICLE X
                                  Miscellaneous

     SECTION 1. Books and Records.  The books and records of the Corporation may
be kept at such  places  within or without the State of Delaware as the Board of
Directors may from time to time determine.  The stock record books and the blank
stock  certificate  books shall be kept by the Secretary or by any other officer
or agent designated by the Board of Directors.

     SECTION 2.  Dividends  and Reserves.  The Board of Directors,  from time to
time,  may  determine  whether any, and, if any, what part of the net profits of
the  Corporation,  or of its net  assets  in excess  of its  capital,  available
therefor pursuant to law and the Certificate of Incorporation, shall be declared
by it as dividends on the stock of the Corporation.  The Board of Directors,  in
its discretion, in lieu of declaring any such dividend, may use and apply any of
such net  profits  or net  assets  as a reserve  for  working  capital,  to meet
contingencies,  for the purpose of  maintaining  or  increasing  the property or
business of the  Corporation  or for any other lawful purpose which it may think
conducive to the best interests of the Corporation.

     SECTION 3. Seal. The corporate seal of the Corporation shall be in the form
of a circle and shall bear the name of the Corporation and the year and state of
its incorporation.

     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on the
Sunday that is closest to December 31 of each year unless the Board of Directors
shall determine otherwise.

                                   ARTICLE XI
                                   Amendments

     All By-laws of the Corporation shall be subject to alteration, amendment or
repeal,  in whole or in part, and new By-laws not inconsistent with Delaware law
or any provision of the  Certificate of  Incorporation  may be made by a vote of
two-thirds  of the  entire  Board of  Directors  that  would be in  office if no
vacancy existed,  whether or not present at a meeting;  provided,  however, that
any By-laws  made,  amended or repealed by the Board of Directors may be amended
or repealed, and any By-laws may be made, by the stockholders of the Corporation
by vote of a  majority  of the  holders  of shares  of stock of the  Corporation
entitled to vote in the election of directors of the Corporation.