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 7, 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 7, 2006,  Triarc  Companies,  Inc.  (the  "Company")  agreed to
repurchase an aggregate of  $25,155,000  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 628,875  shares of Class A Common
Stock,  par value $0.10 per share ("Class A Common Stock"),  1,257,750 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  $1,610,406,  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  628,875  shares of Class A Common  Stock and
1,257,750 shares of Class B Common Stock (assuming the current conversion rate).
The Company  expects the Exchanges to settle on or about  February 10, 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 $1.6 million in connection with these transactions. As a
result  of these  transactions,  the  Company  has  repurchased,  or  agreed  to
repurchase,  a total of $165,776,000  of the  $175,000,000  principal  amount of
Notes that were issued by the Company in May 2003.






                                   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 8, 2006

                                   TRIARC COMPANIES, INC.



                                   By:  /s/STUART I. ROSEN
                                   -----------------------------
                                        Stuart I. Rosen
                                        Senior Vice President
                                           and Secretary