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. 2001 STOCK OPTION 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      350,000 shs.(2)       $3.62                 $1,267,000        $302.81
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 February 6, 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.
                             2001 STOCK OPTION PLAN


     In June 2001,  in order to attract  and retain  persons  necessary  for the
success of Nathan's,  its board of directors  adopted the Nathan's Famous,  Inc.
2001 Stock Option Plan. The plan was approved by  stockholders  on September 14,
2001.  The plan covers up to 350,000  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  non-qualified  stock
options.  Shares of common  stock  issued 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 13, 2011,  will be
administered  by Nathans'  board of directors or 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. Members of the committee which administers 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  board  of
directors, or the committee, in its sole discretion,  subject to the limitations
of the plan.

     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.

     Options 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  optionee  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 event of a change in control (as  defined in the plan) of  Nathan's,
at the option of the board or the committee,  (a) all options outstanding on the
date of the change in control shall become  immediately  and fully  exercisable,
and (b) an optionee will be permitted to surrender for  cancellation  any option
or portion of an option  which was granted more than six (6) months prior to the
date of such surrender,  to the extent not yet exercised,  and to receive a cash
payment in an amount  equal to the excess,  if any, of the fair market value (as
defined in the plan),  on the date of  surrender,  of the shares of common stock
subject  to the  option  or  portion  thereof  surrendered,  over the  aggregate
purchase price for such shares.

                                       2
<PAGE>
     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 options  exercised  with cash or common stock
or a  combination  of cash and common  stock.  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.
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.

     Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii) generally will be an allowable  income tax deduction to Nathan's.  The
optionee's tax basis for stock acquired upon exercise of a non-qualified  option
will be equal to the option  price paid for the stock plus any amounts  included
in income as compensation. Upon the sale of shares acquired pursuant to exercise
of a  non-qualified  option,  the optionee  will have  long-term  or  short-term
capital gain or loss depending on the holding period.

     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  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 price,
in which  event  the  holding  period  will  commence  on the date of  transfer.
Optionees  who are  subject  to  Section  16(b)  restrictions  should  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 shares.

     Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling,  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.

                                       3
<PAGE>
     In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus 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.

     In the absence of new published  rulings to the  contrary,  it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified  option using shares  previously  acquired by
exercising an incentive  stock  option.  Based on the 1980 Revenue  Ruling,  the
exercise  of  a  non-qualified   option  using  shares  previously  acquired  by
exercising  an  incentive  stock  option  would not  result in a  "disqualifying
disposition" of 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
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 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 exercise of options and 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.

                                       4
<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) and (b) below:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 25, 2001;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended June 24, 2001, September 23, 2001 and December 23, 2001; 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


                                      II-1
<PAGE>
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
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 8.   Exhibits.
          ---------

          4.1  2001 Stock Option Plan
          5    Option 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 Arthur Andersen LLP
          24   Powers of Attorney - included in signature page hereof.

                                      II-2
<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 14th day of February, 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  February  14,  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/ A. F. Petrocelli           Director
    Attilio F. Petrocelli

/s/ Barry Leistner             Director
    Barry Leistner

                                      II-3
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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. 2001 STOCK OPTION 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      350,000 shs.(2)       $3.62                 $1,267,000        $302.81
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 February 6, 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.
                             2001 STOCK OPTION PLAN

     In June 2001,  in order to attract  and retain  persons  necessary  for the
success of Nathan's,  its board of directors  adopted the Nathan's Famous,  Inc.
2001 Stock Option Plan. The plan was approved by  stockholders  on September 14,
2001.  The plan covers up to 350,000  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  non-qualified  stock
options.  Shares of common  stock  issued 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 13, 2011,  will be
administered  by Nathans'  board of directors or 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. Members of the committee which administers 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  board  of
directors, or the committee, in its sole discretion,  subject to the limitations
of the plan.

     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.

     Options 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  optionee  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 event of a change in control (as  defined in the plan) of  Nathan's,
at the option of the board or the committee,  (a) all options outstanding on the
date of the change in control shall become  immediately  and fully  exercisable,
and (b) an optionee will be permitted to surrender for  cancellation  any option
or portion of an option  which was granted more than six (6) months prior to the
date of such surrender,  to the extent not yet exercised,  and to receive a cash
payment in an amount  equal to the excess,  if any, of the fair market value (as
defined in the plan),  on the date of  surrender,  of the shares of common stock
subject  to the  option  or  portion  thereof  surrendered,  over the  aggregate
purchase price for such shares.

                                       2
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 options  exercised  with cash or common stock
or a  combination  of cash and common  stock.  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.
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.

     Exercise of Non-Qualified Options with Cash

     No taxable  income  will be realized  by the  optionee  upon the grant of a
non-qualified  option.  On exercise,  the excess of the fair market value of the
stock at the  time of  exercise  over the  option  price of such  stock  will be
compensation and (i) will be taxable at ordinary income tax rates in the year of
exercise,  (ii) will be subject to withholding  for Federal income tax purposes,
and (iii) generally will be an allowable  income tax deduction to Nathan's.  The
optionee's tax basis for stock acquired upon exercise of a non-qualified  option
will be equal to the option  price paid for the stock plus any amounts  included
in income as compensation. Upon the sale of shares acquired pursuant to exercise
of a  non-qualified  option,  the optionee  will have  long-term  or  short-term
capital gain or loss depending on the holding period.

     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  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 price,
in which  event  the  holding  period  will  commence  on the date of  transfer.
Optionees  who are  subject  to  Section  16(b)  restrictions  should  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 shares.

     Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling,  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.

                                       3
In the event that the optionee  receives any additional  shares in addition
to the  replacement  shares on such  exercise,  then (i) the  excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares  surrendered  plus 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.

     In the absence of new published  rulings to the  contrary,  it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified  option using shares  previously  acquired by
exercising an incentive  stock  option.  Based on the 1980 Revenue  Ruling,  the
exercise  of  a  non-qualified   option  using  shares  previously  acquired  by
exercising  an  incentive  stock  option  would not  result in a  "disqualifying
disposition" of 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
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 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 exercise of options and 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.

                                       4
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) and (b) below:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          March 25, 2001;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended June 24, 2001, September 23, 2001 and December 23, 2001; 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

                                      II-1
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
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 8.   Exhibits.
          ---------

          4.1  2001 Stock Option Plan
          5    Option 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 Arthur Andersen LLP
          24   Powers of Attorney - included in signature page hereof.

                                      II-2
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 14th day of February, 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  February  14,  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/ A. F. Petrocelli           Director
    Attilio F. Petrocelli

/s/ Barry Leistner             Director
    Barry Leistner

                                      II-3