**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO SECTION302 OF**

**THE SARBANES-OXLEY ACT OF 2002**

 

I, Paul V. Hoagland,Executive Vice President of Administration and Chief Financial Officer, certifythat:

 

1.             I have reviewed this quarterly report on Form 10-Qof Friendly Ice Cream Corporation;

 

2.             Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4.             The registrant’s other certifying officer(s) and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

(a)          Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)         Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)          Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.             The registrant’s other certifying officer(s) and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)          Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

(b)         Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 
| Date:                  October  29, 2004 |                                                                      |
|--------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------|
|                                                                                                                     | /s/  PAUL  V. HOAGLAND                                          |
|                                                                                                                     | Executive  Vice President of Administration   and Chief Financial Officer |
|                                                                                                                     | (Principal  Financial Officer)                                            |

 

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