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 Exchange Act of 1934

       Date of Report (Date of earliest event reported) January 23, 2006 

                         FRIENDLY ICE CREAM CORPORATION
--------------------------------------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

                                  MASSACHUSETTS
                 (State or Other Jurisdiction of Incorporation)

          001-13579                                    04-2053130     
-----------------------------           ----------------------------------------
  (Commission File Number)                (I.R.S. Employer Identification No.)

1855 Boston Road, Wilbraham, MA                          01095       
-------------------------------         ----------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                                 (413) 731-4000
              (Registrant's Telephone Number, Including Area Code)

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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





Item 1.01         Entry into a Material Definitive Agreement

     On  January  23,  2006,  Allan J.  Okscin,  the Vice  President,  Corporate
Controller  of Friendly Ice Cream  Corporation  (the  "Company"),  announced his
retirement from the Company as of May 31, 2006 (the "Separation  Date").  Due to
Mr. Okscin's departure, the Company is planning to undertake a reorganization of
its finance organization and does not anticipate hiring to fill this position.

     On January 23, 2006,  the Company and Mr. Okscin  entered into an agreement
which states the terms of Mr. Okscin's continuing  relationship with the Company
through May 31, 2007.  Mr. Okscin has agreed to assist the Company,  through May
31, 2007,  with  questions  relating to matters that he was involved  with while
employed by Friendly's.  Pursuant to the terms of the Agreement, Mr. Okscin will
receive his current base salary through May 31, 2007,  including a car allowance
and an amount equal to his  executive  match as described in the  agreement.  If
certain  elections are made, Mr. Okscin is eligible to receive  reimbursement of
certain  COBRA  and  medical  premium  payments.  A copy  of the  Memorandum  of
Agreement is attached  hereto as Exhibit 10.1 and is  incorporated  by reference
herein.

Item 9.01         Financial Statements and Exhibits

(c)      Exhibits

---------------- ---------------------------------------------------------------
Exhibit Number   Exhibit Description
---------------- ---------------------------------------------------------------
10.1             Memorandum of Agreement dated as of January 23, 2006

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                                       2




                                    SIGNATURE
                                    ---------

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

Dated: January 23, 2006        FRIENDLY ICE CREAM CORPORATION


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





                                  EXHIBIT INDEX

---------------- ---------------------------------------------------------------
Exhibit Number   Exhibit Description
---------------- ---------------------------------------------------------------
10.1             Memorandum of Agreement dated as of January 23, 2006

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