May 15, 2006

Mail Stop 3561

Via US Mail and Facsimile

Mr. Paul V. Hoagland
Executive Vice President of Administration and Chief Financial
Officer
1855 Boston Road
Wilbraham, Massachusetts 01095

Re:	Friendly Ice Cream Corporation
	Form 10-K for the year ended December 31, 2005
	Form 10-Q for the quarter ended March 31, 2006
	Commission file #: 001-13579

Dear Mr. Hoagland:

We have reviewed your May 3, 2006 response letter and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary.  We also ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  We look forward to working with you in these
respects
and welcome any questions you may have about any aspects of our
review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended December 31, 2005

Notes to the Financial Statements

Note 2. Summary of Basis of Presentation and Significant
Accounting
Policies
- - Stock-Based Compensation, page F-14

1. We note from your response to our prior comment 3 that for
options
issued in 2005 you used historical data beginning in January 2001.
Please tell us if you used the same method to estimate the
volatility
factor for options granted in 2004 and 2003.  If not, please tell
us
the nature of the differences between the two methods and your
basis
for the change in method in 2005.  Also, as previously requested,
please explain the changes in facts or circumstances that resulted
in
the change in the volatility factors used for 2004 and 2005.

Note 5. Discontinued Operations, page F-20

2. We note from your response to our prior comment 5 that the net
loss
related to the sale of restaurants that closed during 2004 was
$34,000.  However, it appears from the disclosures in Note 4 that
the
gain on two properties that were closed and sold during the fourth
quarter of 2004 was $782,000, which was included in operating
income.
Please explain to us and in the notes to your financial statements
why
the gain on these two properties was considered operating income
in
2004, however the gain/loss on the sale of properties in 2005 is
classified as discontinued operations.  Alternatively, please
revise
your presentation to include the gain related to the sale of the
restaurants in 2004 as discontinued operations.

Note 8. Income Taxes, page F-26

3. We note that your response to our prior comment 6 explains the
nature of the tax matters that resulted in a reversal of the
accrual
in fiscal 2004 and an additional accrual in 2005.  Please confirm
to
us that in future filings you will disclose the nature of
significant
changes in the accrual.  Also, please tell us why the company
previously believed it was probable that the company would be
required
to pay the $2,156,000 of income tax accruals for use of an
aircraft
leased by the Company that were reversed in 2004.  Your response
should clearly explain what events or changes in circumstances
resulted in the conclusion that payment of this amount was no
longer
probable during 2004.  Your response should clearly explain why
outside tax counsel no longer believed the payment of amounts
accrued
was probable.

4. We note from your response to our prior comment number 6, that
prior to 2005, the Company would accrue only for the potential
interest on probable audit exposures and not for the related tax
that
would be payable. Please tell us why you believe your accounting
policy with respect to probable tax exposures prior to 2005 was in
accordance with paragraph 8 of SFAS No. 5. As part of your
response,
please explain why you did not previously recognize provisions for
the
tax contingencies but only for the related interest. Also, please
tell
us what portion of the $1,446,000 recognized in 2005 related to
tax
contingencies that originated prior to 2005 and indicate the
related
periods in which these contingencies arose. We may have further
comment upon receipt of your response.


* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
Mr. Paul V. Hoagland
Friendly Ice Cream Corporation
May 15, 2006
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