UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): January 31, 2006

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

        Delaware                             1-2207             38-0471180
(State or other jurisdiction   (Commission File Number)       (IRS Employer
   of incorporation)                                        Identification No.)


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


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

                                 Not Applicable
          (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 3.02.        Unregistered Sales of Equity Securities

     On January 31, 2006,  Triarc  Companies,  Inc.  (the  "Company")  agreed to
repurchase an aggregate  principal  amount of  $82,234,000 of its 5% Convertible
Notes due 2023 (the "Notes"), and to pay accrued and unpaid interest and related
premiums,  in exchange for an  aggregate  of 2,055,850  shares of Class A Common
Stock,  par value $0.10 per share ("Class A Common Stock"),  4,363,064 shares of
Class B Common  Stock,  par  value  $0.10 per  share  ("Class B Common  Stock"),
subject to  adjustment  if the closing  occurs  after  February 3, 2006,  and an
aggregate cash payment to the selling  noteholders of $1,121,983.33 in privately
negotiated   transactions  (the  "Exchange").   Upon  the  satisfaction  of  the
conditions  set forth in the  related  indenture,  the Notes that were  acquired
would have been  convertible  into 2,055,850  shares of Class A Common Stock and
4,111,700 shares of Class B Common Stock (assuming the current conversion rate).
The Company  expects the  Exchange to settle on or about  February 3, 2006.  The
shares of Class A Common  Stock and Class B Common Stock were issued in reliance
upon the exemption  from  registration  provided  under  Section  3(a)(9) of the
Securities  Act of 1933,  as amended.  The  Company  expects to record a pre-tax
charge of  approximately  $4.4 million in  connection  with these  transactions.


                                   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.

Dated: February 3, 2006

                              TRIARC COMPANIES, INC.



                               By:  /S/  STUART I. ROSEN
                                   --------------------------
                                   Name:    Stuart I. Rosen
                                   Title:   Senior Vice President and
                                               Secretary