Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------


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


              DELAWARE                                   38-0471180
  (State or other jurisdiction of                      (IRS Employer
   incorporation or organization)                    Identification No.)

                           ---------------------------

                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3000
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                           ---------------------------


              TRIARC COMPANIES, INC. 1997 EQUITY PARTICIPATION PLAN
                            (Full title of the plan)

                           ---------------------------

                                 BRIAN L. SCHORR
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             TRIARC COMPANIES, INC.
                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3045
 (Name, address, including zip code, and telephone number, including area code, 
                             of agent for service)
                           ---------------------------

                                    COPY TO:


                                 NEALE M. ALBERT
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3341
                           ---------------------------

<TABLE>
<CAPTION>



                                                       CALCULATION OF REGISTRATION FEE

                                                                     Proposed Maximum                                   Amount of
            Title of Each Class of                 Amount to be     Offering Price Per       Proposed Maximum         Registration
          Securities to be Registered               Registered            Share          Aggregate Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                   <C>                   <C>                       <C>      
Class A common stock, par value $.10 per share    500,000 shares        $25.28(1)             $12,640,000(1)            $3,728.80
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
     as amended. The Proposed Maximum Offering Price was determined by averaging
     the high and low prices of the Class A common stock, par value $.10 per
     share, of Triarc as reported on the New York Stock Exchange composite tape
     on April 7, 1998.

================================================================================

<PAGE>

                                EXPLANATORY NOTE


                  The Section 10(a) prospectus being delivered by the Triarc
Companies, Inc. (the "Company") to participants in the Triarc Companies, Inc.
1997 Equity Participation Plan (the "Plan") as required by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), has been prepared in
accordance with the requirements of Form S-8 and relates to shares of Class A
common stock, par value $.10 per share, of the Company (the "Common Stock")
which have been reserved for issuance pursuant to Plan. The information
regarding the Plan required in the Section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Rule 428
under the Securities Act. The Company shall provide to participants in the Plan
a written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference herein, as is
required by Item 2 of Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Company (File
No. 1-2207) are incorporated by reference in this Registration Statement:

                  1. The Company's Annual Report on Form 10-K for the fiscal
         year ended December 28, 1997 filed with the Commission on March 26, 
         1998;

                  2. The Company's Current Reports on Form 8-K filed with the
         Commission on March 26, 1998, March 16, 1998 and February 9, 1998 (as 
         amended by an amendment thereto filed with the Commission on March 6, 
         1998) and Current Reports on Form 8-K/A filed with the Commission on 
         February 4, 1998, February 3, 1998 and January 7, 1998; 

                  3. The information required by items 10, 11, 12 and 13 of Form
         10-K included in the Company's definitive Proxy Statement for the 1998
         annual meeting of stockholders (except the information set forth in 
         the sections captioned "Executive Compensation--Report of the 
         Compensation Committee and Performance Compensation Subcommittee" and 
         "--Stock Price Performance Graph"); and

                  4. The description of the Common Stock set forth in the
         Company's Registration Statement on Form 8-A filed pursuant to Section
         12 of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), on November 4, 1993, and any amendment or report filed for the 
         purpose of updating any such description.

         In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

<PAGE>

                                                                               2

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The certificate of incorporation of the Company, as amended to date
(the "Triarc Charter"), provides indemnification to the extent not prohibited by
Delaware law (including as such law may be amended in the future to be more
favorable to directors and officers). Section 145 of General Corporation Law of
the State of Delaware (the "DGCL") provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed civil, criminal, administrative or
investigative action, suit or proceeding (other than an action by or in the
right of the corporation, such as a derivative action) by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent for any corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise (an "Other Entity").
The Triarc Charter provides that its officers and directors, and any person
serving in any capacity at the request of the Company for an Other Entity shall
be entitled to such indemnification; however, the Board of Directors of the
Company (the "Triarc Board") may specifically grant such indemnification to
other persons in respect of service to the Company or an Other Entity. The
Triarc Charter specifies that any director or officer of the Company serving in
any capacity with a majority owned subsidiary or any employee benefit plan of
the Company or of any majority owned subsidiary shall be deemed to be doing so
at the request of the Company.

         Under Section 145 of the DGCL, depending on the nature of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person so
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that
his or her conduct was unlawful. In the case of a derivative action, no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.

         Section 145 further provides that to the extent that a director or
officer of a corporation is successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith. However, if such
director or officer is not successful in the defense of any such action, suit or
proceeding, or in the defense of any claim, issue or matter therein, he or she
shall only be indemnified by the corporation as authorized in the specific case
upon a determination that indemnification is proper because he or she met the
applicable standard set forth above as determined by a majority of the
disinterested directors, by independent legal counsel or by the stockholders.

<PAGE>

                                                                               3

         The Triarc Charter provides that expenses are to be advanced prior to
the final disposition of a proceeding upon the receipt by the Company of an
undertaking, as required by the DGCL, that the director or officer or other
indemnified person will repay such advances if he or she is ultimately found not
to be entitled to indemnification under the DGCL.

         The Triarc Charter permits a person entitled to indemnity to bring an
action in court to obtain such indemnity and provides that, in any such action,
the court will not be bound by a decision of the Triarc Board, independent
counsel or stockholders that such person is not entitled to indemnification.
Such person is also indemnified for any expenses incurred in connection with
successfully establishing his or her right to indemnification in any such
proceeding. The Triarc Charter expressly provides that the right to
indemnification thereunder is a contract right and, therefore, cannot be
retroactively eliminated by a later stockholder vote, and is not an exclusive
right and, therefore, the Company may provide other indemnification, if
appropriate.

         The Company also enters into indemnification agreements with its
directors and officers indemnifying them against liability they may incur in
their capacity as such. The indemnification agreements do not provide
indemnification to the extent that the indemnitee is indemnified by the Company
under the Triarc Charter, its bylaws, its directors' and officers' liability
insurance, or otherwise. Additionally, the indemnification agreements do not
provide indemnification (i) for the return by the indemnitee of any illegal
remuneration paid to him or her; (ii) for any profits payable by the indemnitee
to the Company pursuant to Section 16(b) of the Exchange Act; (iii) for any
liability resulting from the indemnitee's fraudulent, dishonest or willful
misconduct; (iv) for any amount the payment of which is not permitted by
applicable law; (v) for any liability resulting from conduct producing unlawful
personal benefit; or (vi) if a final court adjudication determines such
indemnification is not lawful.

         Determinations as to whether an indemnitee is entitled to be paid under
the indemnification agreements may be made by the majority vote of a quorum of
disinterested directors, independent legal counsel selected by the Triarc Board,
a majority of disinterested Company stockholders or by a final adjudication of a
court of competent jurisdiction. In the event that the Company undergoes a
"Change of Control" (as defined in the indemnification agreements) all such
determinations shall be made by special independent counsel selected by the
indemnitee and approved by the Company, which approval may not be unreasonably
withheld. In certain circumstances, an indemnitee may require the Company to
establish a trust fund to assure that funds will be available to pay any amounts
which may be due such indemnitee under an indemnification agreement.

         As permitted by Section 102(b)(7) of the DGCL, the Triarc Charter
includes a provision which eliminates the personal liability of a director to
the Company or its stockholders for monetary damages for breach of fiduciary 
duty as a director, other than liability (i) for the breach of a director's duty
of loyalty to the Company and its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) under Section 174 of the DGCL (relating to unlawful payment of a 
dividend and unlawful stock purchase and redemption) or (iv) for any transaction
from which the director derived any improper personal benefit.

         Finally, the Triarc Charter authorizes the Company, as permitted by the
DGCL, to purchase directors' and officers' liability insurance. The Company
carries directors' and officers' liability insurance covering losses up to
$30,000,000.

<PAGE>

                                                                               4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


ITEM 8.  EXHIBITS

Exhibits
--------

4.1      Certificate of Incorporation of the Company, as in effect, incorporated
         herein by reference to Exhibit 3.1 to the Company's Registration
         Statement on Form S-4 (Reg. No. 333-4857).

4.2      By-laws of the Company, incorporated herein by reference to Exhibit 3.1
         to the Company's Current Report on Form 8-K dated March 31, 1997 (SEC
         file No. 1- 2207).

4.3*     Triarc Companies, Inc. 1997 Equity Participation Plan.

4.4*     Form of Non-Incentive Stock Option Agreement.

5.1*     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
         to the Company, regarding the legality of the Common Stock
         being registered.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
         Exhibit 5.1).

24*      Power of Attorney (included on page 6 of this Registration Statement).

---------------------
* Filed herewith.

ITEM 9.           UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement (i) to
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement; (ii) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (iii) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

<PAGE>
                                                                               5



                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's Certificate of
Incorporation or by-laws, by contract, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                                                               6

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on April 14, 1998.


                                            TRIARC COMPANIES, INC.
                                            (Registrant)


                                            By: /s/ Nelson Peltz
                                            --------------------
                                            Nelson Peltz
                                            Chairman and Chief Executive Officer



                                POWER OF ATTORNEY

         The officers and directors of Triarc Companies, Inc. whose signatures
appear below hereby constitute and appoint Nelson Peltz and Peter W. May, and
each of them (with full power to each of them to act alone), their true and
lawful attorneys-in-fact, with full powers of substitution and resubstitution,
to sign and execute on behalf of the undersigned any and all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and each of the
undersigned does hereby ratify and confirm all that said attorneys-in-fact shall
do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on April 14, 1998 by the following persons in
the capacities indicated.



         SIGNATURE                                TITLES


     /s/ Nelson Peltz         Chairman and Chief Executive Officer and Director
     ----------------         (Principal Executive Officer)
       Nelson Peltz           

     /s/ Peter W. May         President and Chief Operating Officer and Director
     ----------------         (Principal Operating Officer)
       Peter W. May           

 /s/ John L. Barnes, Jr.      Executive Vice President and Chief Financial 
 -----------------------      Officer (Principal Financial Officer)
    John L. Barnes, Jr.       
 
<PAGE>

                                                                               7

         SIGNATURE                                TITLES

   /s/ Fred H. Schaefer        Vice President and Chief Accounting Officer
   --------------------        (Principal Accounting Officer)
     Fred H. Schaefer          

    /s/ Hugh L. Carey          Director
    -----------------          
      Hugh L. Carey

     /s/ Clive Chajet          Director
     ----------------          
      Clive Chajet

   /s/ Stanley R. Jaffe        Director
   --------------------        
     Stanley R. Jaffe

   /s/ Joseph A. Levato        Director
   --------------------        
     Joseph A. Levato

  /s/ David E. Schwab II       Director
  ----------------------       
    David E. Schwab II

  /s/ Raymond S. Troubh        Director
  ---------------------        
     Raymond S. Troubh

   /s/ Gerald Tsai, Jr.        Director
   --------------------        
     Gerald Tsai, Jr.

<PAGE>

                                                                               8

                                INDEX TO EXHIBITS


Exhibits
--------

4.1      Certificate of Incorporation of the Company, as in effect,
         incorporated herein by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form S-4 (Reg. No. 333-4857).

4.2      By-laws of the Company, incorporated herein by reference to
         Exhibit 3.1 to the Company's Current Report on Form 8-K dated
         March 31, 1997 (SEC file No. 1-2207).

4.3*     Triarc Companies, Inc. 1997 Equity Participation Plan.

4.4*     Form of Non-Incentive Stock Option Agreement.

5.1*     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
         the Company, regarding the legality of the Common Stock being
         registered.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
         in Exhibit 5.1).

24*      Power of Attorney (included on page 6 of this Registration
         Statement).

---------------------
* Filed herewith.
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{"company-data": {"conformed-name": "TRIARC COMPANIES INC", "cik": "0000030697", "assigned-sic": "5810", "irs-number": "380471180", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50051", "film-number": "98593252"}, "business-address": {"street1": "280 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2124513000"}, "mail-address": {"street1": "280 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": [{"former-conformed-name": "DWG CORP", "date-changed": "19920703"}, {"former-conformed-name": "DWG CIGAR CORP", "date-changed": "19680820"}, {"former-conformed-name": "DEISEL WEMMER GILBERT CORP", "date-changed": "19680820"}]}
Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

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

              DELAWARE                                   38-0471180
  (State or other jurisdiction of                      (IRS Employer
   incorporation or organization)                    Identification No.)

                           ---------------------------

                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3000
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                           ---------------------------

              TRIARC COMPANIES, INC. 1997 EQUITY PARTICIPATION PLAN
                            (Full title of the plan)

                           ---------------------------

                                 BRIAN L. SCHORR
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             TRIARC COMPANIES, INC.
                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3045
 (Name, address, including zip code, and telephone number, including area code, 
                             of agent for service)
                           ---------------------------

                                    COPY TO:

                                 NEALE M. ALBERT
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3341
                           ---------------------------
CALCULATION OF REGISTRATION FEE

                                                                     Proposed Maximum                                   Amount of
            Title of Each Class of                 Amount to be     Offering Price Per       Proposed Maximum         Registration
          Securities to be Registered               Registered            Share          Aggregate Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A common stock, par value $.10 per share    500,000 shares        $25.28(1)             $12,640,000(1)            $3,728.80
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
     as amended. The Proposed Maximum Offering Price was determined by averaging
     the high and low prices of the Class A common stock, par value $.10 per
     share, of Triarc as reported on the New York Stock Exchange composite tape
     on April 7, 1998.

================================================================================
EXPLANATORY NOTE

                  The Section 10(a) prospectus being delivered by the Triarc
Companies, Inc. (the "Company") to participants in the Triarc Companies, Inc.
1997 Equity Participation Plan (the "Plan") as required by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), has been prepared in
accordance with the requirements of Form S-8 and relates to shares of Class A
common stock, par value $.10 per share, of the Company (the "Common Stock")
which have been reserved for issuance pursuant to Plan. The information
regarding the Plan required in the Section 10(a) prospectus is included in
documents being maintained and delivered by the Company as required by Rule 428
under the Securities Act. The Company shall provide to participants in the Plan
a written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference herein, as is
required by Item 2 of Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the Company (File
No. 1-2207) are incorporated by reference in this Registration Statement:

                  1. The Company's Annual Report on Form 10-K for the fiscal
         year ended December 28, 1997 filed with the Commission on March 26, 
         1998;

                  2. The Company's Current Reports on Form 8-K filed with the
         Commission on March 26, 1998, March 16, 1998 and February 9, 1998 (as 
         amended by an amendment thereto filed with the Commission on March 6, 
         1998) and Current Reports on Form 8-K/A filed with the Commission on 
         February 4, 1998, February 3, 1998 and January 7, 1998; 

                  3. The information required by items 10, 11, 12 and 13 of Form
         10-K included in the Company's definitive Proxy Statement for the 1998
         annual meeting of stockholders (except the information set forth in 
         the sections captioned "Executive Compensation--Report of the 
         Compensation Committee and Performance Compensation Subcommittee" and 
         "--Stock Price Performance Graph"); and

                  4. The description of the Common Stock set forth in the
         Company's Registration Statement on Form 8-A filed pursuant to Section
         12 of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), on November 4, 1993, and any amendment or report filed for the 
         purpose of updating any such description.

         In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.
2

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The certificate of incorporation of the Company, as amended to date
(the "Triarc Charter"), provides indemnification to the extent not prohibited by
Delaware law (including as such law may be amended in the future to be more
favorable to directors and officers). Section 145 of General Corporation Law of
the State of Delaware (the "DGCL") provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed civil, criminal, administrative or
investigative action, suit or proceeding (other than an action by or in the
right of the corporation, such as a derivative action) by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent for any corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise (an "Other Entity").
The Triarc Charter provides that its officers and directors, and any person
serving in any capacity at the request of the Company for an Other Entity shall
be entitled to such indemnification; however, the Board of Directors of the
Company (the "Triarc Board") may specifically grant such indemnification to
other persons in respect of service to the Company or an Other Entity. The
Triarc Charter specifies that any director or officer of the Company serving in
any capacity with a majority owned subsidiary or any employee benefit plan of
the Company or of any majority owned subsidiary shall be deemed to be doing so
at the request of the Company.

         Under Section 145 of the DGCL, depending on the nature of the
proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person so
indemnified acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that
his or her conduct was unlawful. In the case of a derivative action, no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.

         Section 145 further provides that to the extent that a director or
officer of a corporation is successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith. However, if such
director or officer is not successful in the defense of any such action, suit or
proceeding, or in the defense of any claim, issue or matter therein, he or she
shall only be indemnified by the corporation as authorized in the specific case
upon a determination that indemnification is proper because he or she met the
applicable standard set forth above as determined by a majority of the
disinterested directors, by independent legal counsel or by the stockholders.
3

         The Triarc Charter provides that expenses are to be advanced prior to
the final disposition of a proceeding upon the receipt by the Company of an
undertaking, as required by the DGCL, that the director or officer or other
indemnified person will repay such advances if he or she is ultimately found not
to be entitled to indemnification under the DGCL.

         The Triarc Charter permits a person entitled to indemnity to bring an
action in court to obtain such indemnity and provides that, in any such action,
the court will not be bound by a decision of the Triarc Board, independent
counsel or stockholders that such person is not entitled to indemnification.
Such person is also indemnified for any expenses incurred in connection with
successfully establishing his or her right to indemnification in any such
proceeding. The Triarc Charter expressly provides that the right to
indemnification thereunder is a contract right and, therefore, cannot be
retroactively eliminated by a later stockholder vote, and is not an exclusive
right and, therefore, the Company may provide other indemnification, if
appropriate.

         The Company also enters into indemnification agreements with its
directors and officers indemnifying them against liability they may incur in
their capacity as such. The indemnification agreements do not provide
indemnification to the extent that the indemnitee is indemnified by the Company
under the Triarc Charter, its bylaws, its directors' and officers' liability
insurance, or otherwise. Additionally, the indemnification agreements do not
provide indemnification (i) for the return by the indemnitee of any illegal
remuneration paid to him or her; (ii) for any profits payable by the indemnitee
to the Company pursuant to Section 16(b) of the Exchange Act; (iii) for any
liability resulting from the indemnitee's fraudulent, dishonest or willful
misconduct; (iv) for any amount the payment of which is not permitted by
applicable law; (v) for any liability resulting from conduct producing unlawful
personal benefit; or (vi) if a final court adjudication determines such
indemnification is not lawful.

         Determinations as to whether an indemnitee is entitled to be paid under
the indemnification agreements may be made by the majority vote of a quorum of
disinterested directors, independent legal counsel selected by the Triarc Board,
a majority of disinterested Company stockholders or by a final adjudication of a
court of competent jurisdiction. In the event that the Company undergoes a
"Change of Control" (as defined in the indemnification agreements) all such
determinations shall be made by special independent counsel selected by the
indemnitee and approved by the Company, which approval may not be unreasonably
withheld. In certain circumstances, an indemnitee may require the Company to
establish a trust fund to assure that funds will be available to pay any amounts
which may be due such indemnitee under an indemnification agreement.

         As permitted by Section 102(b)(7) of the DGCL, the Triarc Charter
includes a provision which eliminates the personal liability of a director to
the Company or its stockholders for monetary damages for breach of fiduciary 
duty as a director, other than liability (i) for the breach of a director's duty
of loyalty to the Company and its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) under Section 174 of the DGCL (relating to unlawful payment of a 
dividend and unlawful stock purchase and redemption) or (iv) for any transaction
from which the director derived any improper personal benefit.

         Finally, the Triarc Charter authorizes the Company, as permitted by the
DGCL, to purchase directors' and officers' liability insurance. The Company
carries directors' and officers' liability insurance covering losses up to
$30,000,000.
4

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

Exhibits
--------

4.1      Certificate of Incorporation of the Company, as in effect, incorporated
         herein by reference to Exhibit 3.1 to the Company's Registration
         Statement on Form S-4 (Reg. No. 333-4857).

4.2      By-laws of the Company, incorporated herein by reference to Exhibit 3.1
         to the Company's Current Report on Form 8-K dated March 31, 1997 (SEC
         file No. 1- 2207).

4.3*     Triarc Companies, Inc. 1997 Equity Participation Plan.

4.4*     Form of Non-Incentive Stock Option Agreement.

5.1*     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel
         to the Company, regarding the legality of the Common Stock
         being registered.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
         Exhibit 5.1).

24*      Power of Attorney (included on page 6 of this Registration Statement).

---------------------
* Filed herewith.

ITEM 9.           UNDERTAKINGS

                  The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement (i) to
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement; (ii) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (iii) to
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
5

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's Certificate of
Incorporation or by-laws, by contract, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on April 14, 1998.

                                            TRIARC COMPANIES, INC.
                                            (Registrant)

                                            By: /s/ Nelson Peltz
                                            --------------------
                                            Nelson Peltz
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         The officers and directors of Triarc Companies, Inc. whose signatures
appear below hereby constitute and appoint Nelson Peltz and Peter W. May, and
each of them (with full power to each of them to act alone), their true and
lawful attorneys-in-fact, with full powers of substitution and resubstitution,
to sign and execute on behalf of the undersigned any and all amendments,
including any post-effective amendments, to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and each of the
undersigned does hereby ratify and confirm all that said attorneys-in-fact shall
do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on April 14, 1998 by the following persons in
the capacities indicated.

         SIGNATURE                                TITLES

     /s/ Nelson Peltz         Chairman and Chief Executive Officer and Director
     ----------------         (Principal Executive Officer)
       Nelson Peltz           

     /s/ Peter W. May         President and Chief Operating Officer and Director
     ----------------         (Principal Operating Officer)
       Peter W. May           

 /s/ John L. Barnes, Jr.      Executive Vice President and Chief Financial 
 -----------------------      Officer (Principal Financial Officer)
    John L. Barnes, Jr.
7

         SIGNATURE                                TITLES

   /s/ Fred H. Schaefer        Vice President and Chief Accounting Officer
   --------------------        (Principal Accounting Officer)
     Fred H. Schaefer          

    /s/ Hugh L. Carey          Director
    -----------------          
      Hugh L. Carey

     /s/ Clive Chajet          Director
     ----------------          
      Clive Chajet

   /s/ Stanley R. Jaffe        Director
   --------------------        
     Stanley R. Jaffe

   /s/ Joseph A. Levato        Director
   --------------------        
     Joseph A. Levato

  /s/ David E. Schwab II       Director
  ----------------------       
    David E. Schwab II

  /s/ Raymond S. Troubh        Director
  ---------------------        
     Raymond S. Troubh

   /s/ Gerald Tsai, Jr.        Director
   --------------------        
     Gerald Tsai, Jr.
8

                                INDEX TO EXHIBITS

Exhibits
--------

4.1      Certificate of Incorporation of the Company, as in effect,
         incorporated herein by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form S-4 (Reg. No. 333-4857).

4.2      By-laws of the Company, incorporated herein by reference to
         Exhibit 3.1 to the Company's Current Report on Form 8-K dated
         March 31, 1997 (SEC file No. 1-2207).

4.3*     Triarc Companies, Inc. 1997 Equity Participation Plan.

4.4*     Form of Non-Incentive Stock Option Agreement.

5.1*     Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
         the Company, regarding the legality of the Common Stock being
         registered.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
         in Exhibit 5.1).

24*      Power of Attorney (included on page 6 of this Registration
         Statement).

---------------------
* Filed herewith.