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)
                              ____________________

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
          COMPANIES, INC. AND THOMAS A. GARRETT RELATING TO OPTIONS TO
            PURCHASE 203,328 SHARES OF CLASS B COMMON STOCK, SERIES 1

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
          COMPANIES, INC. AND THOMAS A. GARRETT RELATING TO OPTIONS TO
            PURCHASE 334,331 SHARES OF CLASS B COMMON STOCK, SERIES 1

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
         COMPANIES, INC. AND MICHAEL I. LIPPERT RELATING TO OPTIONS TO
            PURCHASE 78,802 SHARES OF CLASS B COMMON STOCK, SERIES 1

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
           COMPANIES, INC. AND J. DAVID PIPES RELATING TO OPTIONS TO
            PURCHASE 157,605 SHARES OF CLASS B COMMON STOCK, SERIES 1

                           (Full titles of the plans)
                              ____________________

                                 BRIAN L. SCHORR
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             TRIARC COMPANIES, INC.
                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              ____________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
           Title of Each Class of               Amount to be      Proposed Maximum    Proposed Maximum     Amount of
         Securities to be Registered           Registered(1)     Offering Price Per  Aggregate Offering  Registration
                                                                        Share              Price              Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                      <C>                <C>                <C>
Class B Common Stock, Series 1, par value    203,328 shares(2)         $4.4897            $912,882          $107(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
Class B Common Stock, Series 1, par value    334,331 shares(3)         $7.5664           $2,529,682         $298(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
Class B Common Stock, Series 1, par value     78,802 shares(4)        $15.5857           $1,228,184         $145(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
Class B Common Stock, Series 1, par value    157,605 shares(5)        $14.1848           $2,235,595         $263(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Pursuant to Rule 416 under the Securities Act of 1933,  this  registration
     statement shall be deemed to cover any additional securities to be offered
     or issued from stock splits, stock dividends or similar transactions.
(2)  Represents  203,328 shares of Class B common stock,  Series 1 reserved for
     issuance  with an exercise  price of $4.4897  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and Thomas A.  Garrett.  The  registration  fee for such  shares was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
(3)  Represents  334,331 shares of Class B common stock,  Series 1 reserved for
     issuance  with an exercise  price of $7.5664  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and Thomas A.  Garrett.  The  registration  fee for such  shares was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
===============================================================================
<PAGE>

(4)  Represents  78,802 shares of Class B common  stock,  Series 1 reserved for
     issuance with an exercise  price of $15.5857  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and Michael I.  Lippert.  The  registration  fee for such shares was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
(5)  Represents  157,605 shares of Class B common stock,  Series 1 reserved for
     issuance with an exercise  price of $14.1848  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and J.  David  Pipes.  The  registration  fee for  such  shares  was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
(6)  One  payment in the amount of $813 has been  submitted  concurrently  with
     this filing in payment of the aggregate Registration Fee.

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




                                       2
<PAGE>


                                EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 relates to shares of Class B
common stock,  Series 1, par value $.10 per share (the "Class B Common Stock"),
of Triarc Companies,  Inc. (the "Company") that have been reserved for issuance
pursuant to the  Replacement  Stock  Option  Agreements,  dated July 25,  2005,
between Triarc  Companies,  Inc. and Thomas A. Garrett,  the Replacement  Stock
Option  Agreement,  dated July 25, 2005,  between  Triarc  Companies,  Inc. and
Michael I. Lippert and the Replacement Stock Option  Agreement,  dated July 25,
2005, between Triarc Companies, Inc. and J. David Pipes.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in this Part I will
be sent or  given  to the  optionees  as  specified  by Rule  428(b)(1).  Those
documents  and the  documents  incorporated  by reference in this  Registration
Statement  pursuant  to  Item  3 of  Part  II,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     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 are
incorporated by reference in this Registration Statement:

         o    Annual  Report on Form 10-K for the fiscal year ended  January 1,
              2006, filed on April 3, 2006;

         o    Quarterly Reports on Form 10-Q for the fiscal quarter ended April
              2, 2006,  filed on May 12, 2006, the fiscal quarter ended July 2,
              2006,  filed on August 11,  2006,  and the fiscal  quarter  ended
              October 1, 2006, filed on November 13, 2006;

         o    Current  Reports on Form 8-K,  filed on January 5, 2006,  January
              27,  2006  (with  respect  to Item  8.01  and the  exhibit  filed
              pursuant  thereto  only),  February  3, 2006,  February  6, 2006,
              February 9, 2006,  February  13, 2006,  March 20, 2006,  April 5,
              2006,  April 17, 2006, May 2, 2006,  May 11, 2006,  June 7, 2006,
              August 11, 2006 (with  respect to Item 8.01 and the exhibit filed
              pursuant thereto only),  September 20, 2006 and October 19, 2006,
              October 25, 2006,  November  13, 2006 (with  respect to Item 8.01
              and the exhibit filed pursuant thereto only),  November 15, 2006,
              November 16, 2006 and December 15, 2006; and

         o    The  description  of the  Class B 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 August 11, 2003, and any amendment or
              report filed for the purpose of updating any such description.

         In addition,  all reports and  documents  filed (but not  documents or
portions of documents  furnished)  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. Any statement
contained in a document  incorporated or deemed to be incorporated by

                                       3
<PAGE>

reference  herein and to be a part  hereof  shall be deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement to the extent that a
statement  contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such  statement so modified or superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

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 the 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.

                                       4
<PAGE>

         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
specified amounts.

         In  addition,  the  by-laws  of the  Company,  as amended to date (the
"Triarc By-Laws"),  also provides indemnification to its directors and officers
to the extent not prohibited by Delaware law.

         The  foregoing  statements  are subject to the detailed  provisions of
Sections 145 and 102 of the DGCL,  the Triarc  Charter,  the Triarc By-Laws and
the referenced indemnification agreements.

                                       5
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

EXHIBITS
--------

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

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of BDO Seidman, LLP.

23.3*    Consent of Ernst & Young LLP.

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

24.1*    Power of Attorney (included on signature page).

---------------------
*        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  prospectus   required  by
                  Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the  prospectus  any facts or
                  events arising after the effective  date of the  registration
                  statement  (or  the  most  recent  post-effective   amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental  change  in  the  information  set  forth  in the
                  registration  statement.  Notwithstanding the foregoing,  any
                  increase or decrease in the volume of securities  offered (if
                  the total dollar value of securities offered would not exceed
                  that which was  registered) and any deviation from the low or
                  high  end of the  estimated  maximum  offering  range  may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate,  the changes in
                  volume and price  represent  no more than a 20% change in the
                  maximum   aggregate   offering   price   set   forth  in  the
                  "Calculation  of  Registration  Fee"  table in the  effective
                  registration statement;

                           (iii)    to include any  material  information  with
                  respect to the plan of distribution not previously  disclosed
                  in the registration  statement or any material change to such
                  information in the registration statement;

                  Provided,  however, that, paragraphs (a)(i) and (a)(ii) above
do not apply if the  information  required to be  included in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports filed with or
furnished to the  Commission  by us pursuant to Section 13 or Section  15(d) of
the  Exchange  Act that  are  incorporated  by  reference  in the  registration
statement.

                  (b)      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.

                                       6
<PAGE>

                  (c)      To   remove   from   registration   by  means  of  a
post-effective  amendment any of the securities being  registered  hereby which
remain unsold at the termination of the offering.

                  (d)      That,  for the purpose of  determining  liability of
the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned  registrant  pursuant to this
registration statement,  regardless of the underwriting method used to sell the
securities  to the  purchaser,  if the  securities  are offered or sold to such
purchaser  by means of any of the  following  communications,  the  undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:

                           (i)      any preliminary prospectus or prospectus of
                  the undersigned  registrant relating to the offering required
                  to  be  filed  pursuant  to  Rule  424  (ss.230.424  of  this
                  chapter);

                           (ii)     any free writing prospectus relating to the
                  offering   prepared  by  or  on  behalf  of  the  undersigned
                  registrant  or  used  or  referred  to  by  the   undersigned
                  registrant;

                           (iii)    the  portion  of  any  other  free  writing
                  prospectus  relating  to  the  offering  containing  material
                  information   about  the   undersigned   registrant   or  its
                  securities  provided  by  or on  behalf  of  the  undersigned
                  registrant; and

                           (iv)     Any other communication that is an offer in
                  the  offering  made  by  the  undersigned  registrant  to the
                  purchaser.

                  (e)      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 (and,  where  applicable,  each filing of an employee  benefit
plan's annual report  pursuant to Section 15(d) of the Securities  Exchange Act
of 1934) that is incorporated by reference in the 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 hereof.

                  (f)      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 foregoing provisions,  or
otherwise,  the  registrant  has  been  advised  that  in  the  opinion  of the
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.


                                       7
<PAGE>

                                   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 December 21, 2006.

                                      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 December 21, 2006 by the  following  persons
in the capacities indicated.



              SIGNATURE                                TITLES
              ---------                                ------

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

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

/s/ Francis T. McCarron                     Executive Vice President and Chief
--------------------------------------      Financial Officer
        Francis T. McCarron                 (Principal Financial Officer)

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

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


                                       8
<PAGE>


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

/s/ Edward P. Garden
--------------------------------------      Vice Chairman and Director
        Edward P. Garden

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

/s/ Gregory H. Sachs
--------------------------------------      Director
        Gregory H. Sachs

/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.

/s/ Russell V. Umphenour Jr.
--------------------------------------      Director
       Russell V. Umphenour Jr.

/s/ Jack G. Wasserman
--------------------------------------      Director
          Jack G. Wasserman


                                       9
<PAGE>

                                INDEX TO EXHIBITS


EXHIBITS
--------

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

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of BDO Seidman, LLP.

23.3*    Consent of Ernst & Young LLP.

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

24.1*    Power of Attorney (included on signature page).

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




                                      10
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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": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139650", "film-number": "061297644"}, "business-address": {"street1": "280 PARK AVENUE", "street2": "24TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "212-451-3000"}, "mail-address": {"street1": "280 PARK AVENUE", "street2": "24TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10017"}, "former-company": [{"former-conformed-name": "DWG CORP", "date-changed": "19920703"}, {"former-conformed-name": "DEISEL WEMMER GILBERT CORP", "date-changed": "19680820"}, {"former-conformed-name": "DWG CIGAR 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)
                              ____________________

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
          COMPANIES, INC. AND THOMAS A. GARRETT RELATING TO OPTIONS TO
            PURCHASE 203,328 SHARES OF CLASS B COMMON STOCK, SERIES 1

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
          COMPANIES, INC. AND THOMAS A. GARRETT RELATING TO OPTIONS TO
            PURCHASE 334,331 SHARES OF CLASS B COMMON STOCK, SERIES 1

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
         COMPANIES, INC. AND MICHAEL I. LIPPERT RELATING TO OPTIONS TO
            PURCHASE 78,802 SHARES OF CLASS B COMMON STOCK, SERIES 1

    REPLACEMENT STOCK OPTION AGREEMENT, DATED JULY 25, 2005, BETWEEN TRIARC
           COMPANIES, INC. AND J. DAVID PIPES RELATING TO OPTIONS TO
            PURCHASE 157,605 SHARES OF CLASS B COMMON STOCK, SERIES 1

                           (Full titles of the plans)
                              ____________________

                                 BRIAN L. SCHORR
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             TRIARC COMPANIES, INC.
                                 280 PARK AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 451-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              ____________________

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
           Title of Each Class of               Amount to be      Proposed Maximum    Proposed Maximum     Amount of
         Securities to be Registered           Registered(1)     Offering Price Per  Aggregate Offering  Registration
                                                                        Share              Price              Fee
---------------------------------------------------------------------------------------------------------------------
Class B Common Stock, Series 1, par value    203,328 shares(2)         $4.4897            $912,882          $107(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
Class B Common Stock, Series 1, par value    334,331 shares(3)         $7.5664           $2,529,682         $298(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
Class B Common Stock, Series 1, par value     78,802 shares(4)        $15.5857           $1,228,184         $145(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
Class B Common Stock, Series 1, par value    157,605 shares(5)        $14.1848           $2,235,595         $263(6)
$.10 per share
---------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933,  this  registration
     statement shall be deemed to cover any additional securities to be offered
     or issued from stock splits, stock dividends or similar transactions.
(2)  Represents  203,328 shares of Class B common stock,  Series 1 reserved for
     issuance  with an exercise  price of $4.4897  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and Thomas A.  Garrett.  The  registration  fee for such  shares was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
(3)  Represents  334,331 shares of Class B common stock,  Series 1 reserved for
     issuance  with an exercise  price of $7.5664  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and Thomas A.  Garrett.  The  registration  fee for such  shares was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
===============================================================================
(4)  Represents  78,802 shares of Class B common  stock,  Series 1 reserved for
     issuance with an exercise  price of $15.5857  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and Michael I.  Lippert.  The  registration  fee for such shares was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
(5)  Represents  157,605 shares of Class B common stock,  Series 1 reserved for
     issuance with an exercise  price of $14.1848  pursuant to the  Replacement
     Stock Option  Agreement,  dated July 25, 2005,  between Triarc  Companies,
     Inc.  and J.  David  Pipes.  The  registration  fee for  such  shares  was
     calculated in accordance  with Rule 457(h)(1)  under the Securities Act of
     1933, as amended, based on the exercise price of the options.
(6)  One  payment in the amount of $813 has been  submitted  concurrently  with
     this filing in payment of the aggregate Registration Fee.

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

                                       2
EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 relates to shares of Class B
common stock,  Series 1, par value $.10 per share (the "Class B Common Stock"),
of Triarc Companies,  Inc. (the "Company") that have been reserved for issuance
pursuant to the  Replacement  Stock  Option  Agreements,  dated July 25,  2005,
between Triarc  Companies,  Inc. and Thomas A. Garrett,  the Replacement  Stock
Option  Agreement,  dated July 25, 2005,  between  Triarc  Companies,  Inc. and
Michael I. Lippert and the Replacement Stock Option  Agreement,  dated July 25,
2005, between Triarc Companies, Inc. and J. David Pipes.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in this Part I will
be sent or  given  to the  optionees  as  specified  by Rule  428(b)(1).  Those
documents  and the  documents  incorporated  by reference in this  Registration
Statement  pursuant  to  Item  3 of  Part  II,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     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 are
incorporated by reference in this Registration Statement:

         o    Annual  Report on Form 10-K for the fiscal year ended  January 1,
              2006, filed on April 3, 2006;

         o    Quarterly Reports on Form 10-Q for the fiscal quarter ended April
              2, 2006,  filed on May 12, 2006, the fiscal quarter ended July 2,
              2006,  filed on August 11,  2006,  and the fiscal  quarter  ended
              October 1, 2006, filed on November 13, 2006;

         o    Current  Reports on Form 8-K,  filed on January 5, 2006,  January
              27,  2006  (with  respect  to Item  8.01  and the  exhibit  filed
              pursuant  thereto  only),  February  3, 2006,  February  6, 2006,
              February 9, 2006,  February  13, 2006,  March 20, 2006,  April 5,
              2006,  April 17, 2006, May 2, 2006,  May 11, 2006,  June 7, 2006,
              August 11, 2006 (with  respect to Item 8.01 and the exhibit filed
              pursuant thereto only),  September 20, 2006 and October 19, 2006,
              October 25, 2006,  November  13, 2006 (with  respect to Item 8.01
              and the exhibit filed pursuant thereto only),  November 15, 2006,
              November 16, 2006 and December 15, 2006; and

         o    The  description  of the  Class B 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 August 11, 2003, and any amendment or
              report filed for the purpose of updating any such description.

         In addition,  all reports and  documents  filed (but not  documents or
portions of documents  furnished)  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. Any statement
contained in a document  incorporated or deemed to be incorporated by

                                       3
reference  herein and to be a part  hereof  shall be deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement to the extent that a
statement  contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such  statement so modified or superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

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 the 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.

                                       4
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
specified amounts.

         In  addition,  the  by-laws  of the  Company,  as amended to date (the
"Triarc By-Laws"),  also provides indemnification to its directors and officers
to the extent not prohibited by Delaware law.

         The  foregoing  statements  are subject to the detailed  provisions of
Sections 145 and 102 of the DGCL,  the Triarc  Charter,  the Triarc By-Laws and
the referenced indemnification agreements.

                                       5
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

EXHIBITS
--------

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

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of BDO Seidman, LLP.

23.3*    Consent of Ernst & Young LLP.

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

24.1*    Power of Attorney (included on signature page).

---------------------
*        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  prospectus   required  by
                  Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the  prospectus  any facts or
                  events arising after the effective  date of the  registration
                  statement  (or  the  most  recent  post-effective   amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental  change  in  the  information  set  forth  in the
                  registration  statement.  Notwithstanding the foregoing,  any
                  increase or decrease in the volume of securities  offered (if
                  the total dollar value of securities offered would not exceed
                  that which was  registered) and any deviation from the low or
                  high  end of the  estimated  maximum  offering  range  may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate,  the changes in
                  volume and price  represent  no more than a 20% change in the
                  maximum   aggregate   offering   price   set   forth  in  the
                  "Calculation  of  Registration  Fee"  table in the  effective
                  registration statement;

                           (iii)    to include any  material  information  with
                  respect to the plan of distribution not previously  disclosed
                  in the registration  statement or any material change to such
                  information in the registration statement;

                  Provided,  however, that, paragraphs (a)(i) and (a)(ii) above
do not apply if the  information  required to be  included in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports filed with or
furnished to the  Commission  by us pursuant to Section 13 or Section  15(d) of
the  Exchange  Act that  are  incorporated  by  reference  in the  registration
statement.

                  (b)      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.

                                       6
(c)      To   remove   from   registration   by  means  of  a
post-effective  amendment any of the securities being  registered  hereby which
remain unsold at the termination of the offering.

                  (d)      That,  for the purpose of  determining  liability of
the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned  registrant  pursuant to this
registration statement,  regardless of the underwriting method used to sell the
securities  to the  purchaser,  if the  securities  are offered or sold to such
purchaser  by means of any of the  following  communications,  the  undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:

                           (i)      any preliminary prospectus or prospectus of
                  the undersigned  registrant relating to the offering required
                  to  be  filed  pursuant  to  Rule  424  (ss.230.424  of  this
                  chapter);

                           (ii)     any free writing prospectus relating to the
                  offering   prepared  by  or  on  behalf  of  the  undersigned
                  registrant  or  used  or  referred  to  by  the   undersigned
                  registrant;

                           (iii)    the  portion  of  any  other  free  writing
                  prospectus  relating  to  the  offering  containing  material
                  information   about  the   undersigned   registrant   or  its
                  securities  provided  by  or on  behalf  of  the  undersigned
                  registrant; and

                           (iv)     Any other communication that is an offer in
                  the  offering  made  by  the  undersigned  registrant  to the
                  purchaser.

                  (e)      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 (and,  where  applicable,  each filing of an employee  benefit
plan's annual report  pursuant to Section 15(d) of the Securities  Exchange Act
of 1934) that is incorporated by reference in the 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 hereof.

                  (f)      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 foregoing provisions,  or
otherwise,  the  registrant  has  been  advised  that  in  the  opinion  of the
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.

                                       7
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 December 21, 2006.

                                      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 December 21, 2006 by the  following  persons
in the capacities indicated.

              SIGNATURE                                TITLES
              ---------                                ------

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

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

/s/ Francis T. McCarron                     Executive Vice President and Chief
--------------------------------------      Financial Officer
        Francis T. McCarron                 (Principal Financial Officer)

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

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

                                       8
/s/ Clive Chajet
--------------------------------------      Director
         Clive Chajet

/s/ Edward P. Garden
--------------------------------------      Vice Chairman and Director
        Edward P. Garden

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

/s/ Gregory H. Sachs
--------------------------------------      Director
        Gregory H. Sachs

/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.

/s/ Russell V. Umphenour Jr.
--------------------------------------      Director
       Russell V. Umphenour Jr.

/s/ Jack G. Wasserman
--------------------------------------      Director
          Jack G. Wasserman

                                       9
INDEX TO EXHIBITS

EXHIBITS
--------

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

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of BDO Seidman, LLP.

23.3*    Consent of Ernst & Young LLP.

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

24.1*    Power of Attorney (included on signature page).

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*        Filed herewith.

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