Mail Stop 4561

      						November 29, 2006


Richard G. Smith
Deerfield Triarc Capital Corp.
6250 N. River Road
Rosemont, IL  60018

Re:	Deerfield Triarc Capital Corp.
	Registration Statement on Form S-3
      Filed November 21, 2006
      File No. 333-138884

Dear Mr. Smith:

      We have conducted a limited review of 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 information so we may better understand your disclosure.
After reviewing this information, we may 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 that you intend to rely on Rule 429 of the Securities
Act
to post-effectively amend Registration No. 333-128294 through the
filing of this registration statement.  Please note that it would
not
be appropriate to withdraw the prior registration statement if you
intend to rely on Rule 429 for the offer and sale of shares
remaining
on that registration statement.

2. Please include the undertaking required by Item 512(a)(5) of
Regulation S-K.




*  *  *  *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested 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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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.

      Please contact Michael McTiernan at 202-551-3852 or me at
202-
551-3780 with any other questions.

      Sincerely,



      Karen J. Garnett
      Assistant Director


cc:	Daniel LeBey, Esq. (via facsimile)
Richard G. Smith
Deerfield Triarc Capital Corp.
November 29, 2006
Page 1