Edgar Filing: FRIENDLY ICE CREAM CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BLAKE S PRESTLEY

2. Issuer Name and Ticker or Trading Symbol
FRIENDLY ICE CREAM CORP [FRN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

6799 S.E. SOUTH MARINA WAY,

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2006

(Street)

STUART, FL 34996

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $0.01 par value	12/27/2006		P		2,200	A	$ 11.55	922,000 ⁽¹⁾	D
Common Stock $0.01 par value	12/27/2006		P		0	A	$ 0	922,000 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/27/2006		P		5,500	A	$ 11.6	927,500 ⁽¹⁾	D
Common Stock $0.01 par value	12/27/2006		P		0	A	$ 0	927,500 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/28/2006		P		100	A	$ 11.79	927,600 ⁽¹⁾	D
Common Stock $0.01 par value	12/28/2006		P		0	A	$ 0	927,600 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/28/2006		P		300	A	$ 11.8	927,900 ⁽¹⁾	D
Common Stock $0.01 par value	12/28/2006		P		0	A	$ 0	927,900 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/28/2006		P		100	A	$ 11.87	928,000 ⁽¹⁾	D
Common Stock $0.01 par value	12/28/2006		P		0	A	$ 0	928,000 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/28/2006		P		700	A	$ 11.88	928,700 ⁽¹⁾	D
Common Stock $0.01 par value	12/28/2006		P		0	A	$ 0	928,700 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/28/2006		P		1,300	A	$ 11.9	930,000 ⁽¹⁾	D
Common Stock $0.01 par value	12/28/2006		P		0	A	$ 0	930,000 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/28/2006		P		100	A	$ 12	930,100 ⁽¹⁾	D
Common Stock $0.01 par value	12/28/2006		P		0	A	$ 0	930,100 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value	12/29/2006		P		25,000	A	$ 12.25	955,100 ⁽¹⁾	D
Common Stock $0.01 par value	12/29/2006		P		0	A	$ 0	955,100 ⁽²⁾	I	By SPB Family Limited Partnership
Common Stock $0.01 par value								10,000 ⁽³⁾	I	By The Helen D. Blake 1993 Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BLAKE S PRESTLEY 6799 S.E. SOUTH MARINA WAY STUART, FL 34996		X
SPB Family Limited Partnership C/O S. PRESTLEY BLAKE 6799 S.E. SOUTH MARINA WAY STUART, FL 34996		X

Signatures

/s/ S. Prestley Blake, Individually and as general partner of the SPB Family Limited Partnership		12/29/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares are owned by the SPB Family Limited Partnership, which is a Reporting Person.
(2)	These shares may be deemed to be beneficially owned by S. Prestley Blake, as general partner of the SPB Family Limited Partnership. S. Prestley Blake disclaims beneficial ownership in the shares reported on this Form 4 except to the extent of his pecuniary interest therein.
(3)	These shares are owned by the Helen D. Blake 1993 trust, of which S Prestley Blake's spouse, Helen D. Blake, is the trustee. S. Prestley Blake disclaims beneficial ownership in these shares except to the extent of his pecuniary interest therein.

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