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): February 3, 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 February 3, 2006,  Triarc  Companies,  Inc.  (the  "Company")  agreed to
repurchase an aggregate of  $58,396,000  principal  amount 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 1,459,900  shares of Class A Common
Stock,  par value $0.10 per share ("Class A Common Stock"),  2,939,173 shares of
Class B Common Stock,  par value $0.10 per share ("Class B Common Stock") and an
aggregate cash payment to the selling  noteholders of $3,363,594.17,  subject to
adjustment  depending  upon  the  actual  date  of the  closings,  in  privately
negotiated  transactions  (the  "Exchanges").   Upon  the  satisfaction  of  the
conditions set for in the related  indenture,  the Notes that are to be acquired
would have been  convertible  into 1,459,900  shares of Class A Common Stock and
2,919,800 shares of Class B Common Stock (assuming the current conversion rate).
The Company  expects the Exchanges to settle on or about  February 8, 2006.  The
shares  of Class A Common  Stock  and  Class B Common  Stock  will be  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 $3.0 million in connection with these transactions.

     On February 3, 2006, the Company also settled the repurchase of $69,734,000
of  the  previously  announced  $82,234,000  principal  amount  of  Notes  to be
repurchased.  The  settlement  of  the  remaining  portion  of  such  repurchase
($12,500,000  principal  amount  of  Notes)  is  expected  to  occur on or about
February 6, 2006.





                                   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