8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): March 3, 2004


                         FRIENDLY ICE CREAM CORPORATION
             (Exact name of registrant as specified in its charter)

     Massachusetts                    0-3930                    04-2053130
                                                             (I.R.S. Employer
(State of Incorporation)      (Commission File Number)      Identification No.)

                                1855 Boston Road
                         Wilbraham, Massachusetts 01095

    (Address, including zip code of registrant's principal executive offices)

       Registrant's telephone number, including area code: (413) 543-2400

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)







ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

On March 3, 2004, Friendly Ice Cream Corporation issued a press release
announcing that it has priced $175 million in aggregate principal amount of
8.375% senior notes due 2012 through a private placement. A copy of the press
release is attached as Exhibit 99.1.




ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits:
99.1     March 3, 2004 Press Release by Friendly Ice Cream Corporation.











SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                FRIENDLY ICE CREAM CORPORATION


                                By:   /s/ PAUL V. HOAGLAND
                                   -----------------------
                                   Name: Paul V. Hoagland
                                   Title:  Executive Vice President of
                                   Administration and Chief Financial
                                   Officer

Date:    March 3, 2004


                                  Exhibit Index

    99.1       March 3, 2004 Press Release by Friendly Ice Cream Corporation

EX-99

                                                                    Exhibit 99.1

Friendly Ice Cream Corporation Prices $175 Million of 8.375% Senior
                                Notes

    WILBRAHAM, Mass.--(BUSINESS WIRE)--March 3, 2004--Friendly Ice
Cream Corporation (AMEX: FRN) today announced that it has priced $175
million aggregate principal amount of 8.375% senior notes due 2012 in
a private placement to eligible purchasers. The private placement will
be made only to qualified institutional buyers within the United
States under Rule 144A and non-U.S. investors outside the United
States under Regulation S.
    Friendly's intends to use the net proceeds from the offering,
together with available cash and approximately $4 million under its
revolving credit facility, to purchase or redeem its existing 10.5%
senior notes due December 1, 2007. The offering is expected to close
on or about March 8, 2004.
    The notes have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
    This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the notes nor shall there be any sale
of notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction.

    CONTACT: Friendly Ice Cream Corporation
             Investment Contact:
             Deborah Burns, 413-543-2400 Ext. 3317
             or
             Media Contact:
             Maura Tobias, 413-543-2400 Ext. 2814