UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G
(Rule 13d-102)

Estimated average burden hours per response. . 11

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  24869P104

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oaktree Capital Management, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,896,900

6.

Shared Voting Power
None

7.

Sole Dispositive Power
4,896,900

8.

Shared Dispositive Power
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,896,900

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
12.0%

12.

Type of Reporting Person (See Instructions)
IA;OO

Item 1.

(a)

Name of Issuer
DENNY’S CORPORATION (formerly, ADVANTICA RESTAURANT GROUP, INC.)

(b)

Address of Issuer’s Principal Executive Offices
203 East Main Street
Spartanburg, South Carolina  29319-9966

Item 2.

(a)

Name of Person Filing
Oaktree Capital Management, LLC

(b)

Address of Principal Business Office or, if none, Residence
333 South Grand Ave., 28^th Floor
Los Angeles, California  90071

(c)

Citizenship
California

(d)

Title of Class of Securities
Common Stock, par value $.01 per share

(e)

CUSIP Number
24869P104

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under Section 15 of the Exchange Act;

(b)

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Bank as defined in section 3(a)(6) of the Exchange Act;

(c)

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Insurance company as defined in section 3(a)(19) of the Exchange Act;

(d)

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Investment company registered under section 8 of the Investment Company Act;

(e)

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Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

Parent Holding Company or Control Person in accordance with 13-1(b)(ii)(G);

(h)

o

A Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act;

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

Item 4.

Ownership*

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:    4,896,900

(b)

Percent of class:    12.0% (based on 40,742,929 shares of common stock outstanding as reflected in the Issuer’s most recent Form 10-Q)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote    4,896,900

(ii)

Shared power to vote or to direct the vote     -0-

(iii)

Sole power to dispose or to direct the disposition of    4,896,900

(iv)

Shared power to dispose or to direct the disposition of    -0-

*Oaktree Capital Management, LLC, a California limited liability company (“Oaktree”), is filing this Schedule 13G in its capacity (i) as the general partner of OCM Opportunities Fund II, L.P., a Delaware limited partnership (the “Partnership”), and (ii) as the investment manager of a third party managed account (the “Oaktree Account”). The Partnership is the direct beneficial owner of 4,798,955 shares of the Issuer’s Common Stock and the Oaktree Account is the direct beneficial owner of 97,945 shares of the Issuer’s Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

All securities reported on this Schedule 13G are directly held either by the Partnership or the Oaktree Account.  The Partnership holds, and has the right to receive dividends and the proceeds from the sale of, more than 5% of the outstanding shares of the Issuer’s Common Stock.  The Oaktree Account does NOT beneficially own more than 5% of the outstanding shares of the Issuer’s Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Dated as of this 8th day of January, 2004.

OAKTREE CAPITAL MANAGEMENT, LLC

  /s/ Kenneth Liang

By:

Kenneth Liang

Title:

Managing Director

  /s/ Richard Ting

By:

Richard Ting

Title:

Vice President, Legal