Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                             -----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                             -----------------------

                              NATHAN'S FAMOUS, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                      11-3166443
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

     1400 Old Country Road, Westbury, New York                     11590
      (Address of principal executive offices)                   (Zip Code)

                 NATHAN'S FAMOUS, INC. 2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                            Wayne Norbitz, President
                              Nathan's Famous, Inc.
                              1400 Old Country Road
                            Westbury, New York 11590
                     (Name and address of agent for service)

                                 (516) 338-8500
          (Telephone number, including area code, of agent for service)

                           --------------------------

                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

                           --------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

  Title of Each                        Proposed Maximum    Proposed Maximum
Class of Securities   Amount to be    Offering Price Per  Aggregate Offering      Amount of
 To be Registered      Registered        Security (1)        Price (1)        Registration Fee
<S>                   <C>                   <C>              <C>                   <C>
 Common Stock,
par value $.01 per    300,000 shs.(2)       $3.41            $1,023,000            $94.12
share together with
the associated
common stock
purchase rights
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the average of the high and low prices of the Company's Common Stock on the
NASDAQ National Market System on November 15, 2002.
(2)  This  Registration   Statement  also  covers  an  indeterminate  number  of
additional  shares of  Common  Stock  which  may  become  issuable  pursuant  to
anti-dilution and adjustment provisions of the Plan.
</FN>
</TABLE>

<PAGE>


                              NATHAN'S FAMOUS, INC.

                        SUMMARY OF NATHAN'S FAMOUS, INC.
                            2002 STOCK INCENTIVE PLAN


     In June 2002,  in order to attract  and retain  persons  necessary  for the
success of Nathan's,  its board of directors  adopted the Nathan's Famous,  Inc.
2002 Stock Incentive Plan. The plan covers up to 300,000 shares of common stock,
pursuant to which  directors,  officers and  employees of, and  consultants  to,
Nathan's and its subsidiaries and affiliates,  are eligible to receive grants of
restricted stock or non-qualified  stock options. Of the 300,000 shares issuable
under the plan,  the maximum  number of shares that may be issued as  restricted
stock is 100,000.  Shares of common stock issued under the plan,  including upon
the exercise of options  granted  pursuant to the plan,  will  generally be from
Nathans'  authorized but unissued  shares or treasury  shares.  The plan,  which
expires on June 7, 2012, will be  administered by a committee  designated by the
board of directors  consisting of two or more members of the board,  all of whom
shall be "non-employee"  directors, as defined under Rule 16-b of the Securities
Exchange  Act of 1934,  as  amended.  Nathan's  expects  that  its  compensation
committee will administer the plan.  Members of the committee  administering the
plan may be  removed  or  replaced  at any time by the board of  directors.  The
selection of  participants,  allotments  of shares,  determination  of price and
other  conditions  relating to options will be  determined  by the  compensation
committee,  in its sole discretion,  subject to the limitations of the plan. The
maximum  number of shares  that may be  covered  by  awards  granted  to any one
participant is 100,000 shares.

     The plan may be amended,  suspended or terminated by the board of directors
or the committee.

     Stock options  granted under the plan are exercisable for a period of up to
ten years from the date of grant at an  exercise  price equal to the fair market
value of the Common Stock on the date of the grant.  Awards granted  pursuant to
the plan may not be sold, pledged,  hypothecated,  transferred or disposed of in
any manner other than by will or by the laws of descent or  distribution,  or as
may be permitted by the board or the committee.

     If any  participant  ceases to serve as an employee of, or  consultant  to,
Nathan's or any parent, subsidiary or affiliate company, he may, but only within
three (3) months after the date he ceases to be employed, exercise his option to
the extent  that it was  exercisable  as of the date of such  termination.  Upon
termination of employment or provision of services due to total disability,  the
optionee  has a one year  period to  exercise  his  option to the  extent it was
exercisable as of the date of such  termination.  To the extent that an optionee
was not  entitled to exercise an option at the date of  termination,  or he does
not  exercise the option  (which he was  entitled to  exercise)  within the time
specified therein, the option terminates.  Notwithstanding the foregoing, in the
event of the death of an optionee (1) while an employee or  providing  services,
or (2) within three (3) months after  termination of all employment or provision
of services  (other than for total  disability) or (3) within one (1) year after
termination  on account of total  disability  of all  employment or provision of
services, the optionee's estate or any person who acquires the right to exercise
the option by bequest or  inheritance  or by reason of the death of the optionee
may exercise such  optionee's  option at any time within the two (2) year period
from the date of death.  In the case of clauses  (1) and (3)  above,  the option
shall be exercisable in full for all the remaining shares covered  thereby,  but
in the case of clause (2), the option shall be exercisable only to the extent it
was exercisable on the date of such termination of employment or service.  In no
case is an option exercisable after its expiration date.

     In the case of restricted stock awards,  unless  otherwise  provided by the
committee,  upon  termination  of a  participant's  employment  or  provision of
services to Nathan's  or any  affiliate  or  subsidiary  during any  restriction
period  for any  reason  other  than  death or total  disability,  all shares of
restricted  stock  subject to a  restricted  stock  award will be  forfeited  to
Nathan's.  Upon termination of a participant's  employment due to death or total
disability,  all  restrictions  on any restricted  stock award will  immediately



                                      -2-
<PAGE>

lapse and the participant  will take the shares of restricted stock subject to a
restricted stock award free and clear of any such restrictions.

     In the event of a change in control (as  defined in the plan) of  Nathan's,
at the option of the committee,  (a) all options  outstanding on the date of the
change in control may become immediately and fully  exercisable,  and/or (b) all
shares of restricted stock may become fully vested.

     Nathans' reports and registration  statements filed with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934 are  incorporated  by  reference  herein  and these  documents,  as well as
Nathans' annual report to shareholders,  its latest prospectus filed pursuant to
Rule  424(b)  under the  Securities  Act of 1933,  as  amended,  and  additional
information about the plan and its administration, are available upon written or
oral request from the Treasurer of Nathan's,  at its offices at 1400 Old Country
Road,  Westbury,  New York 11590,  (516) 338- 8500.  Nathan's does not intend to
furnish any reports to participants as to the amount and status of their options
under the plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to transactions under the plan. This description
of  the  Federal  income  tax  consequences  is  based  upon  law  and  Treasury
interpretations in effect on the date of this prospectus (including proposed and
temporary  regulations  which may be changed when  finalized),  and it should be
understood  that this summary is not  exhaustive,  that the law may change,  and
further that special rules may apply with respect to situations not specifically
discussed  herein.  The  summary  does not  discuss  the tax  consequences  of a
participant's  death.  Careful attention should also be given to state and local
tax  consequences.  As such,  optionees  are  urged to  consult  with  their own
qualified tax advisors.

        Certain Federal Income Tax Consequences of Options

     The  grant  of  an  option  under  the  plan  will  create  no  income  tax
consequences to the participant or to Nathan's.  A participant who is granted an
option will generally  recognize  ordinary  income at the time of exercise in an
amount by which the fair market  value of the common  stock at such time exceeds
the exercise price.

     Nathan's will be entitled to an income tax deduction in the same amount of,
and the same time that, income is recognized by the participant,  subject to the
requirement of reasonableness,  certain limitations imposed by Section 162(m) of
the Internal  Revenue Code of 1986, as amended,  and the satisfaction of certain
income and employment tax withholding obligations.

     Any gain or loss on the participant's  subsequent disposition of the shares
of common stock will receive long or short-term  capital gain or loss treatment,
depending  on  whether  the  shares  are held for more  than one year  following
exercise.  Nathan's  will not be entitled to receive an income tax deduction for
any such gain.

     If the  optionee  is subject to  restrictions  under  Section  16(b) of the
Exchange Act at exercise,  (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under  Treasury  regulations  to be six months after the date of issuance of the
shares),  based on the excess (if any) at that time or, if earlier,  at the time
of the sale of such shares, of the fair market value of the shares received over
the  option  exercise  price,  and (ii)  the  holding  period  for  purposes  of
determining  entitlement to long-term or short-term capital gain or loss, as the
case may be, will  commence on the earlier of the date of sale of such shares or
the date that the Section 16(b) restrictions  lapse.  However,  such an optionee
may elect under Section 83(b) of the Internal  Revenue Code of 1986, as amended,
to be taxed at the time of exercise of the option,  based on the excess (if any)
at the time of exercise of the fair market value of the shares received over the
option  exercise  price,  in which event the holding period will commence on the
date of exercise. Optionees who are subject to Section 16(b) restrictions should

                                      -3-

<PAGE>

consult a qualified tax advisor  regarding the  advisability  of a Section 83(b)
election,  which  must be made  within 30 days  following  the  exercise  of the
option.


          Exercise of Non-Qualified Options with Common Stock

     If shares  previously  acquired  other than upon  exercise of an  incentive
stock option are surrendered in full or partial payment of the exercise price of
a non-qualified option, then no gain or loss will be recognized by the optionee,
on the date of  exercise,  for the shares  which have an  aggregate  fair market
value equal to the aggregate fair market value of the shares surrendered.  These
shares received are called replacement shares. The optionee will have a basis in
the  replacement  shares equal to the basis of the shares  surrendered,  and the
optionee's holding period (for purposes of determining entitlement to short-term
or long-term  capital gain or loss treatment on a subsequent  disposition of the
replacement   shares)  will  generally  include  the  period  during  which  the
surrendered shares were held.

     In the event that the optionee  receives any additional  shares in addition
to the replacement shares on such exercise,  then (i) the excess of (a) the fair
market  value of all of the shares  received  over,  (b) the sum of (1) the fair
market  value of the shares  surrendered  and (2)any cash  payments  made by the
optionee on the exercise of the option, will be treated as compensation  taxable
as ordinary income (and subject to  withholding),  (ii) the optionee's  basis in
the  additional  shares will be equal to the sum of the amount taxed as ordinary
income on exercise plus the amount of any cash  payments  made on exercise,  and
(iii) the holding period for the additional  shares (for purposes of determining
entitlement  to long-term  or  short-term  capital  gain or loss  treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.


     Certain Federal Income Tax Consequences of Restricted Stock

     A participant  will not recognize income upon the award of restricted stock
unless the election described below is made. A participant who has not made such
an  election  will  recognize  ordinary  income  at the  end  of the  applicable
restriction period in an amount equal to the fair market value of the restricted
stock at such time.  Any dividends  paid in stock will be treated as an award of
additional  restricted  stock  subject to the tax  treatment  described  herein.
Dividends  paid in cash and  received by a  participant  prior to the end of the
applicable restriction period will constitute ordinary income to the participant
in the year paid.

     Nathan's will be entitled to an income tax deduction in the same amount of,
and the same time that, income is recognized by the participant,  subject to the
requirement of reasonableness,  certain limitations imposed by Section 162(m) of
the Code and the  satisfaction  of certain income and employment tax withholding
obligations.

     Any gain or loss on the participant's  subsequent disposition of the shares
of common stock will receive long or short-term  capital gain or loss treatment,
depending  on whether the shares are held for more than one year  following  the
end of the  applicable  restriction  period.  Nathan's  will not be  entitled to
receive an income tax deduction for any such gain.

     A  participant  may,  within  thirty  days  after  the date of the award of
restricted stock, elect to recognize ordinary income as of the date of the award
in an amount equal to the fair market value of such restricted stock on the date
of the  award,  determined  without  regard to any of the  restrictions.  If the
election is made,  any cash  dividends  received with respect to the  restricted
stock will be  treated  as  dividend  income to the  participant  in the year of
payment.  Any dividends  paid in stock will be treated as an award of additional
restricted stock subject to the tax treatment described herein.

                                      -4-
<PAGE>

     Nathan's will be entitled to an income tax deduction in the same amount of,
and the same time that, income is recognized by the participant,  subject to the
requirement of reasonableness,  certain limitations imposed by Section 162(m) of
the Code and the  satisfaction  of certain income and employment tax withholding
obligations.

     Any gain or loss on the participant's  subsequent disposition of the shares
of common stock  (other than by  forfeiture)  will  receive  long or  short-term
capital  gain or loss  treatment,  depending  on whether the shares are held for
more  than one year  following  the  date of  grant  of such  restricted  stock.
Nathan's  will not be entitled to receive an income tax  deduction  for any such
gain.

     If a  participant  who  has  made an  election  subsequently  forfeits  the
restricted  stock,  the participant  will not be entitled to deduct any loss. In
addition,  Nathan's  would then be required  to include as  ordinary  income the
amount of the deduction Nathan's originally claimed with respect to such shares.

     Information Reporting

     Pursuant to  applicable  tax  regulations,  Nathan's  will  provide to each
optionee and to the appropriate tax authorities  information regarding the grant
of restricted stock and exercises of non-qualified options on Form W-2 or 1099.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

     Participants  in the plan who receive  shares of common stock pursuant to a
grant of restricted  stock or the exercise of options may from time to time sell
all or a part of such common stock. In some instances, there may be restrictions
on the amount and manner of such sales by reason of pertinent  provisions of the
securities laws and the rules  thereunder.  Optionees  should consult with legal
counsel about the securities law  implications of the acquisition or disposition
of shares of common stock under the plan.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer, director or ten percent (10%) stockholder of Nathan's, (i) acquires any
equity  security of Nathan's  (other than shares of common stock  acquired under
the plan or another  stock option plan of Nathan's if the exercise  price of the
option  pursuant to which such  shares of common  stock were  acquired  does not
exceed the fair market value thereof at the time of  exercise),  and (ii) within
six  months  before or after  such  acquisition  sells any  equity  security  of
Nathan's,  including  common stock acquired  under the plan,  then such optionee
will be  required  to repay  to  Nathan's  any  profit  attributable  to the two
transactions.

     In the event of any  inconsistency  between this summary and the plan,  the
terms of the plan shall govern.

     This document  constitutes  part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.


                                      -5-

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ----------------------------------------

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a), (b) and (c) below:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 31, 2002;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended June 30, 2002 and September 29, 2002; and

     (c)  The  description  of the class of  securities  to be offered  which is
          contained in a  registration  statement  filed under Section 12 of the
          Securities  Exchange  Act of 1934  (File  No.  0-3189)  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which indicates that all securities  offered have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.
          --------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------
     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit

                                      II-1

<PAGE>

for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors' liability insurance. The policy coverage is $7,500,000 which includes
reimbursement  for costs and fees. There is a maximum  aggregate  deductible for
each  loss  under  the  policy  of  $250,000.   The  Company  has  entered  into
Indemnification  Agreements  with  certain of its officers  and  directors.  The
Agreements  provide for  reimbursement  for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related  disbursements)
actually and reasonably  incurred in connection  with either the  investigation,
defense  or  appeal of a  Proceeding,  as  defined,  including  amounts  paid in
settlement by or on behalf of an indemnitee.

Item 7.   Exemption From Registration Claimed.
          ------------------------------------
     Not applicable.

Item 8.  Exhibits.
         ---------

               4.1  Nathan's Famous, Inc. 2002 Stock Incentive Plan.

               5    Opinion and consent of Blau,  Kramer,  Wactlar &  Lieberman,
                    P.C.

               23.1 Consent  of  Blau,  Kramer,  Wactlar  &  Lieberman,  P.C.  -
                    included in their opinion filed as Exhibit 5.

               23.2 Consent of Grant Thornton LLP.

               23.3 Consent of Arthur Andersen. *

               24   Powers of Attorney.

________________
* omitted pursuant to Rule 437a


 Item 9. Undertakings.
         -------------

               (a)  The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the  Registration  Statement;  provided,



                                      II-2
<PAGE>

                         however,  that  paragraphs  (a)(l)(i) and (a)(l)(ii) do
                         not apply if the information required to be included in
                         a  post-effective  amendment  by  those  paragraphs  is
                         contained in periodic  reports filed by the  Registrant
                         pursuant  to  section  13  or  section   15(d)  of  the
                         Securities  Exchange Act of 1934 that are  incorporated
                         by reference in the Registration Statement.

               (2)  That,  for the purposes of determining  any liability  under
                    the  Securities  Act  of  1933,  each  such   post-effective
                    amendment shall be deemed to be a new Registration Statement
                    relating to the securities offered therein, and the offering
                    of such  securities  at that time  shall be deemed to be the
                    initial bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as  expressed  in the Act and will be  governed  by final  adjudication  of such
issue.


                                      II-3

<PAGE>


                            SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Westbury, New York on the 19th day of November, 2002.

                              NATHAN'S FAMOUS, INC.


                              By:  /s/ Wayne Norbitz
                                 -----------------------------------------
                                  Wayne Norbitz
                                  President and Chief Operating Officer


                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  on  November  19,  2002 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Wayne Norbitz and Ronald G. DeVos,  and
each of them acting individually,  with full power of substitution, our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable Nathan's  Famous,  Inc. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including post- effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.


          Signature                     Title
          ---------                     -----

     /s/ Howard M. Lorber           Chairman of the Board and
     Howard M. Lorber               Chief Executive Officer

     /s/ Wayne Norbitz              President, Chief Operating Officer and
     Wayne Norbitz                  Director (Principal Executive Officer)

     /s/ Ronald G. DeVos            Vice President - Finance
     Ronald G. DeVos                Chief Financial Officer and Secretary
                                    (Principal Financial and Accounting Officer)

     /s/ Robert J. Eide             Director
     Robert J. Eide

     /s/ Brian S. Genson            Director
     Brian S. Genson

     /s/ Donald Perlyn              Director
     Donald Perlyn

     /s/ Attilio F. Petrocelli      Director
     Attilio F. Petrocelli

     /s/ Barry Leistner             Director
     Barry Leistner
[{"type": "S-8", "sequence": "1", "filename": "naths-8nov2002.txt", "secsgml_size_bytes": 32572}]
{"company-data": {"conformed-name": "NATHANS FAMOUS INC", "cik": "0000069733", "assigned-sic": "5812", "irs-number": "113166443", "state-of-incorporation": "DE", "fiscal-year-end": "0329"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101355", "film-number": "02835281"}, "business-address": {"street1": "1400 OLD COUNTRY RD", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5163388500"}, "mail-address": {"street1": "1400 OLD COUNTRY RD", "street2": "STE 400", "city": "WESTBURY", "state": "NY", "zip": "11590"}}
Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                             -----------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                             -----------------------

                              NATHAN'S FAMOUS, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                      11-3166443
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

     1400 Old Country Road, Westbury, New York                     11590
      (Address of principal executive offices)                   (Zip Code)

                 NATHAN'S FAMOUS, INC. 2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                            Wayne Norbitz, President
                              Nathan's Famous, Inc.
                              1400 Old Country Road
                            Westbury, New York 11590
                     (Name and address of agent for service)

                                 (516) 338-8500
          (Telephone number, including area code, of agent for service)

                           --------------------------

                                    copy to:
                            Nancy D. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820

                           --------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Title of Each                        Proposed Maximum    Proposed Maximum
Class of Securities   Amount to be    Offering Price Per  Aggregate Offering      Amount of
 To be Registered      Registered        Security (1)        Price (1)        Registration Fee
Common Stock,
par value $.01 per    300,000 shs.(2)       $3.41            $1,023,000            $94.12
share together with
the associated
common stock
purchase rights
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration  fee, based
upon the average of the high and low prices of the Company's Common Stock on the
NASDAQ National Market System on November 15, 2002.
(2)  This  Registration   Statement  also  covers  an  indeterminate  number  of
additional  shares of  Common  Stock  which  may  become  issuable  pursuant  to
anti-dilution and adjustment provisions of the Plan.
NATHAN'S FAMOUS, INC.

                        SUMMARY OF NATHAN'S FAMOUS, INC.
                            2002 STOCK INCENTIVE PLAN

     In June 2002,  in order to attract  and retain  persons  necessary  for the
success of Nathan's,  its board of directors  adopted the Nathan's Famous,  Inc.
2002 Stock Incentive Plan. The plan covers up to 300,000 shares of common stock,
pursuant to which  directors,  officers and  employees of, and  consultants  to,
Nathan's and its subsidiaries and affiliates,  are eligible to receive grants of
restricted stock or non-qualified  stock options. Of the 300,000 shares issuable
under the plan,  the maximum  number of shares that may be issued as  restricted
stock is 100,000.  Shares of common stock issued under the plan,  including upon
the exercise of options  granted  pursuant to the plan,  will  generally be from
Nathans'  authorized but unissued  shares or treasury  shares.  The plan,  which
expires on June 7, 2012, will be  administered by a committee  designated by the
board of directors  consisting of two or more members of the board,  all of whom
shall be "non-employee"  directors, as defined under Rule 16-b of the Securities
Exchange  Act of 1934,  as  amended.  Nathan's  expects  that  its  compensation
committee will administer the plan.  Members of the committee  administering the
plan may be  removed  or  replaced  at any time by the board of  directors.  The
selection of  participants,  allotments  of shares,  determination  of price and
other  conditions  relating to options will be  determined  by the  compensation
committee,  in its sole discretion,  subject to the limitations of the plan. The
maximum  number of shares  that may be  covered  by  awards  granted  to any one
participant is 100,000 shares.

     The plan may be amended,  suspended or terminated by the board of directors
or the committee.

     Stock options  granted under the plan are exercisable for a period of up to
ten years from the date of grant at an  exercise  price equal to the fair market
value of the Common Stock on the date of the grant.  Awards granted  pursuant to
the plan may not be sold, pledged,  hypothecated,  transferred or disposed of in
any manner other than by will or by the laws of descent or  distribution,  or as
may be permitted by the board or the committee.

     If any  participant  ceases to serve as an employee of, or  consultant  to,
Nathan's or any parent, subsidiary or affiliate company, he may, but only within
three (3) months after the date he ceases to be employed, exercise his option to
the extent  that it was  exercisable  as of the date of such  termination.  Upon
termination of employment or provision of services due to total disability,  the
optionee  has a one year  period to  exercise  his  option to the  extent it was
exercisable as of the date of such  termination.  To the extent that an optionee
was not  entitled to exercise an option at the date of  termination,  or he does
not  exercise the option  (which he was  entitled to  exercise)  within the time
specified therein, the option terminates.  Notwithstanding the foregoing, in the
event of the death of an optionee (1) while an employee or  providing  services,
or (2) within three (3) months after  termination of all employment or provision
of services  (other than for total  disability) or (3) within one (1) year after
termination  on account of total  disability  of all  employment or provision of
services, the optionee's estate or any person who acquires the right to exercise
the option by bequest or  inheritance  or by reason of the death of the optionee
may exercise such  optionee's  option at any time within the two (2) year period
from the date of death.  In the case of clauses  (1) and (3)  above,  the option
shall be exercisable in full for all the remaining shares covered  thereby,  but
in the case of clause (2), the option shall be exercisable only to the extent it
was exercisable on the date of such termination of employment or service.  In no
case is an option exercisable after its expiration date.

     In the case of restricted stock awards,  unless  otherwise  provided by the
committee,  upon  termination  of a  participant's  employment  or  provision of
services to Nathan's  or any  affiliate  or  subsidiary  during any  restriction
period  for any  reason  other  than  death or total  disability,  all shares of
restricted  stock  subject to a  restricted  stock  award will be  forfeited  to
Nathan's.  Upon termination of a participant's  employment due to death or total
disability,  all  restrictions  on any restricted  stock award will  immediately

                                      -2-
lapse and the participant  will take the shares of restricted stock subject to a
restricted stock award free and clear of any such restrictions.

     In the event of a change in control (as  defined in the plan) of  Nathan's,
at the option of the committee,  (a) all options  outstanding on the date of the
change in control may become immediately and fully  exercisable,  and/or (b) all
shares of restricted stock may become fully vested.

     Nathans' reports and registration  statements filed with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934 are  incorporated  by  reference  herein  and these  documents,  as well as
Nathans' annual report to shareholders,  its latest prospectus filed pursuant to
Rule  424(b)  under the  Securities  Act of 1933,  as  amended,  and  additional
information about the plan and its administration, are available upon written or
oral request from the Treasurer of Nathan's,  at its offices at 1400 Old Country
Road,  Westbury,  New York 11590,  (516) 338- 8500.  Nathan's does not intend to
furnish any reports to participants as to the amount and status of their options
under the plan.

                         FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax  consequences as
of the date hereof with respect to transactions under the plan. This description
of  the  Federal  income  tax  consequences  is  based  upon  law  and  Treasury
interpretations in effect on the date of this prospectus (including proposed and
temporary  regulations  which may be changed when  finalized),  and it should be
understood  that this summary is not  exhaustive,  that the law may change,  and
further that special rules may apply with respect to situations not specifically
discussed  herein.  The  summary  does not  discuss  the tax  consequences  of a
participant's  death.  Careful attention should also be given to state and local
tax  consequences.  As such,  optionees  are  urged to  consult  with  their own
qualified tax advisors.

        Certain Federal Income Tax Consequences of Options

     The  grant  of  an  option  under  the  plan  will  create  no  income  tax
consequences to the participant or to Nathan's.  A participant who is granted an
option will generally  recognize  ordinary  income at the time of exercise in an
amount by which the fair market  value of the common  stock at such time exceeds
the exercise price.

     Nathan's will be entitled to an income tax deduction in the same amount of,
and the same time that, income is recognized by the participant,  subject to the
requirement of reasonableness,  certain limitations imposed by Section 162(m) of
the Internal  Revenue Code of 1986, as amended,  and the satisfaction of certain
income and employment tax withholding obligations.

     Any gain or loss on the participant's  subsequent disposition of the shares
of common stock will receive long or short-term  capital gain or loss treatment,
depending  on  whether  the  shares  are held for more  than one year  following
exercise.  Nathan's  will not be entitled to receive an income tax deduction for
any such gain.

     If the  optionee  is subject to  restrictions  under  Section  16(b) of the
Exchange Act at exercise,  (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under  Treasury  regulations  to be six months after the date of issuance of the
shares),  based on the excess (if any) at that time or, if earlier,  at the time
of the sale of such shares, of the fair market value of the shares received over
the  option  exercise  price,  and (ii)  the  holding  period  for  purposes  of
determining  entitlement to long-term or short-term capital gain or loss, as the
case may be, will  commence on the earlier of the date of sale of such shares or
the date that the Section 16(b) restrictions  lapse.  However,  such an optionee
may elect under Section 83(b) of the Internal  Revenue Code of 1986, as amended,
to be taxed at the time of exercise of the option,  based on the excess (if any)
at the time of exercise of the fair market value of the shares received over the
option  exercise  price,  in which event the holding period will commence on the
date of exercise. Optionees who are subject to Section 16(b) restrictions should

                                      -3-
consult a qualified tax advisor  regarding the  advisability  of a Section 83(b)
election,  which  must be made  within 30 days  following  the  exercise  of the
option.

          Exercise of Non-Qualified Options with Common Stock

     If shares  previously  acquired  other than upon  exercise of an  incentive
stock option are surrendered in full or partial payment of the exercise price of
a non-qualified option, then no gain or loss will be recognized by the optionee,
on the date of  exercise,  for the shares  which have an  aggregate  fair market
value equal to the aggregate fair market value of the shares surrendered.  These
shares received are called replacement shares. The optionee will have a basis in
the  replacement  shares equal to the basis of the shares  surrendered,  and the
optionee's holding period (for purposes of determining entitlement to short-term
or long-term  capital gain or loss treatment on a subsequent  disposition of the
replacement   shares)  will  generally  include  the  period  during  which  the
surrendered shares were held.

     In the event that the optionee  receives any additional  shares in addition
to the replacement shares on such exercise,  then (i) the excess of (a) the fair
market  value of all of the shares  received  over,  (b) the sum of (1) the fair
market  value of the shares  surrendered  and (2)any cash  payments  made by the
optionee on the exercise of the option, will be treated as compensation  taxable
as ordinary income (and subject to  withholding),  (ii) the optionee's  basis in
the  additional  shares will be equal to the sum of the amount taxed as ordinary
income on exercise plus the amount of any cash  payments  made on exercise,  and
(iii) the holding period for the additional  shares (for purposes of determining
entitlement  to long-term  or  short-term  capital  gain or loss  treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

     Certain Federal Income Tax Consequences of Restricted Stock

     A participant  will not recognize income upon the award of restricted stock
unless the election described below is made. A participant who has not made such
an  election  will  recognize  ordinary  income  at the  end  of the  applicable
restriction period in an amount equal to the fair market value of the restricted
stock at such time.  Any dividends  paid in stock will be treated as an award of
additional  restricted  stock  subject to the tax  treatment  described  herein.
Dividends  paid in cash and  received by a  participant  prior to the end of the
applicable restriction period will constitute ordinary income to the participant
in the year paid.

     Nathan's will be entitled to an income tax deduction in the same amount of,
and the same time that, income is recognized by the participant,  subject to the
requirement of reasonableness,  certain limitations imposed by Section 162(m) of
the Code and the  satisfaction  of certain income and employment tax withholding
obligations.

     Any gain or loss on the participant's  subsequent disposition of the shares
of common stock will receive long or short-term  capital gain or loss treatment,
depending  on whether the shares are held for more than one year  following  the
end of the  applicable  restriction  period.  Nathan's  will not be  entitled to
receive an income tax deduction for any such gain.

     A  participant  may,  within  thirty  days  after  the date of the award of
restricted stock, elect to recognize ordinary income as of the date of the award
in an amount equal to the fair market value of such restricted stock on the date
of the  award,  determined  without  regard to any of the  restrictions.  If the
election is made,  any cash  dividends  received with respect to the  restricted
stock will be  treated  as  dividend  income to the  participant  in the year of
payment.  Any dividends  paid in stock will be treated as an award of additional
restricted stock subject to the tax treatment described herein.

                                      -4-
Nathan's will be entitled to an income tax deduction in the same amount of,
and the same time that, income is recognized by the participant,  subject to the
requirement of reasonableness,  certain limitations imposed by Section 162(m) of
the Code and the  satisfaction  of certain income and employment tax withholding
obligations.

     Any gain or loss on the participant's  subsequent disposition of the shares
of common stock  (other than by  forfeiture)  will  receive  long or  short-term
capital  gain or loss  treatment,  depending  on whether the shares are held for
more  than one year  following  the  date of  grant  of such  restricted  stock.
Nathan's  will not be entitled to receive an income tax  deduction  for any such
gain.

     If a  participant  who  has  made an  election  subsequently  forfeits  the
restricted  stock,  the participant  will not be entitled to deduct any loss. In
addition,  Nathan's  would then be required  to include as  ordinary  income the
amount of the deduction Nathan's originally claimed with respect to such shares.

     Information Reporting

     Pursuant to  applicable  tax  regulations,  Nathan's  will  provide to each
optionee and to the appropriate tax authorities  information regarding the grant
of restricted stock and exercises of non-qualified options on Form W-2 or 1099.

               RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                          ACQUIRED PURSUANT TO THE PLAN

     Participants  in the plan who receive  shares of common stock pursuant to a
grant of restricted  stock or the exercise of options may from time to time sell
all or a part of such common stock. In some instances, there may be restrictions
on the amount and manner of such sales by reason of pertinent  provisions of the
securities laws and the rules  thereunder.  Optionees  should consult with legal
counsel about the securities law  implications of the acquisition or disposition
of shares of common stock under the plan.

     Pursuant to Section  16(b) of the Exchange  Act, if an  optionee,  while an
officer, director or ten percent (10%) stockholder of Nathan's, (i) acquires any
equity  security of Nathan's  (other than shares of common stock  acquired under
the plan or another  stock option plan of Nathan's if the exercise  price of the
option  pursuant to which such  shares of common  stock were  acquired  does not
exceed the fair market value thereof at the time of  exercise),  and (ii) within
six  months  before or after  such  acquisition  sells any  equity  security  of
Nathan's,  including  common stock acquired  under the plan,  then such optionee
will be  required  to repay  to  Nathan's  any  profit  attributable  to the two
transactions.

     In the event of any  inconsistency  between this summary and the plan,  the
terms of the plan shall govern.

     This document  constitutes  part of a prospectus  covering  securities that
have been registered under the Securities Act of 1933.

                                      -5-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ----------------------------------------

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a), (b) and (c) below:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 31, 2002;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended June 30, 2002 and September 29, 2002; and

     (c)  The  description  of the class of  securities  to be offered  which is
          contained in a  registration  statement  filed under Section 12 of the
          Securities  Exchange  Act of 1934  (File  No.  0-3189)  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which indicates that all securities  offered have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.
          --------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------
     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit

                                      II-1
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The  officers and  directors  of the Company are covered by  officers'  and
directors' liability insurance. The policy coverage is $7,500,000 which includes
reimbursement  for costs and fees. There is a maximum  aggregate  deductible for
each  loss  under  the  policy  of  $250,000.   The  Company  has  entered  into
Indemnification  Agreements  with  certain of its officers  and  directors.  The
Agreements  provide for  reimbursement  for all direct and indirect costs of any
type or nature whatsoever (including attorneys' fees and related  disbursements)
actually and reasonably  incurred in connection  with either the  investigation,
defense  or  appeal of a  Proceeding,  as  defined,  including  amounts  paid in
settlement by or on behalf of an indemnitee.

Item 7.   Exemption From Registration Claimed.
          ------------------------------------
     Not applicable.

Item 8.  Exhibits.
         ---------

               4.1  Nathan's Famous, Inc. 2002 Stock Incentive Plan.

               5    Opinion and consent of Blau,  Kramer,  Wactlar &  Lieberman,
                    P.C.

               23.1 Consent  of  Blau,  Kramer,  Wactlar  &  Lieberman,  P.C.  -
                    included in their opinion filed as Exhibit 5.

               23.2 Consent of Grant Thornton LLP.

               23.3 Consent of Arthur Andersen. *

               24   Powers of Attorney.

________________
* omitted pursuant to Rule 437a

 Item 9. Undertakings.
         -------------

               (a)  The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the  Registration  Statement;  provided,

                                      II-2
however,  that  paragraphs  (a)(l)(i) and (a)(l)(ii) do
                         not apply if the information required to be included in
                         a  post-effective  amendment  by  those  paragraphs  is
                         contained in periodic  reports filed by the  Registrant
                         pursuant  to  section  13  or  section   15(d)  of  the
                         Securities  Exchange Act of 1934 that are  incorporated
                         by reference in the Registration Statement.

               (2)  That,  for the purposes of determining  any liability  under
                    the  Securities  Act  of  1933,  each  such   post-effective
                    amendment shall be deemed to be a new Registration Statement
                    relating to the securities offered therein, and the offering
                    of such  securities  at that time  shall be deemed to be the
                    initial bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against policy
as  expressed  in the Act and will be  governed  by final  adjudication  of such
issue.

                                      II-3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Westbury, New York on the 19th day of November, 2002.

                              NATHAN'S FAMOUS, INC.

                              By:  /s/ Wayne Norbitz
                                 -----------------------------------------
                                  Wayne Norbitz
                                  President and Chief Operating Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has  been  signed  on  November  19,  2002 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below  constitutes  and appoints Wayne Norbitz and Ronald G. DeVos,  and
each of them acting individually,  with full power of substitution, our true and
lawful  attorneys-in-fact  and  agents to do any and all acts and  things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable Nathan's  Famous,  Inc. to comply
with the  Securities  Act of 1933, as amended,  and any rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including post- effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

          Signature                     Title
          ---------                     -----

     /s/ Howard M. Lorber           Chairman of the Board and
     Howard M. Lorber               Chief Executive Officer

     /s/ Wayne Norbitz              President, Chief Operating Officer and
     Wayne Norbitz                  Director (Principal Executive Officer)

     /s/ Ronald G. DeVos            Vice President - Finance
     Ronald G. DeVos                Chief Financial Officer and Secretary
                                    (Principal Financial and Accounting Officer)

     /s/ Robert J. Eide             Director
     Robert J. Eide

     /s/ Brian S. Genson            Director
     Brian S. Genson

     /s/ Donald Perlyn              Director
     Donald Perlyn

     /s/ Attilio F. Petrocelli      Director
     Attilio F. Petrocelli

     /s/ Barry Leistner             Director
     Barry Leistner