June 2, 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

Note 8. Income Taxes, page F-26

1. We note from your response to our prior comment 4 that of the
$1,446,000 recognized in 2005 related to tax contingencies,
approximately $1,039,000 originated prior to 2005.  Please explain
to
us the nature and the amounts of the accruals for tax
contingencies
included in the $1,446,000 as we are still unclear if the amounts
relate to interest or the related tax that should have been
recognized
previously.  Also, please identify the time period related to each
tax
amount detailed in your response.  Additionally, please explain
why
the amounts that relate to periods prior to 2005 were not
recognized
until 2005.


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

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
June 2, 2006
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