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)

                         COMMON STOCK PURCHASE WARRANTS
                            (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     150,000 shs.(2)          $3.50                 $525,000            $146
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 bid and asked  prices of the  Company's  Common Stock on
the NASDAQ National Market System on August 24, 1999.
(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 Warrants.
======================================================================================================
</FN>
</TABLE>
<PAGE>
     In July 1997,  Nathan's Famous,  Inc. issued to Howard M. Lorber,  Nathans'
Chairman of the Board,  a common  stock  purchase  warrant to  purchase  150,000
shares of Nathans'  common stock at a price of $3.25 per share.  The warrant was
issued by  Nathan's  in order to  induce  Mr.  Lorber to extend  the term of his
employment  agreement  until July 2001.  Prior to the extension,  his employment
contract was scheduled to expire in October 1997.

     The warrant,  which has a term of ten years, initially vested 37,500 shares
on July 17, 1998, 37,500 shares on July 17, 1999, 37,500 shares on July 17, 2000
and 37,500  shares on July 17, 2001.  By action of the Board of  Directors,  the
vesting was accelerated and 75,000 shares vested on July 23, 1999.
<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 28, 1999;

          (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal
               quarter ended June 27, 1999; 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
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  $10,000,000  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss under the policy of $150,000.  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.
<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 24 th day of August, 1999.

                              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 August 24, 1999 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/ Barry Leistner              Director
      Barry Leistner

/s/ Jeffrey A. Lichtenberg      Director
      Jeffrey A. Lichtenberg

/s/ Attilio F. Petrocelli       Director
      Attilio F. Petrocelli
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================


                              NATHAN'S FAMOUS, INC.


================================================================================



                         Form S-8 Registration Statement


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

                            E X H I B I T   I N D E X

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

                                                          Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number         Exhibit Description                       including Exhibit Pages
-------        -------------------                       -----------------------

4       Common Stock Purchase Warrant  . . . . .                    4

5       Opinion and Consent of Counsel . . . . .                   13

23.1    Consent of Counsel  . . . . . . . . . . .            See Exhibit 5

23.2    Consent of Arthur Andersen LLP . . . . .                   15

24      Powers of Attorney . . . . . . . . . . .          See signature pages
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12988}]
{"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": "333-86043", "film-number": "99701166"}, "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)

                         COMMON STOCK PURCHASE WARRANTS
                            (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     150,000 shs.(2)          $3.50                 $525,000            $146
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 bid and asked  prices of the  Company's  Common Stock on
the NASDAQ National Market System on August 24, 1999.
(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 Warrants.
======================================================================================================
In July 1997,  Nathan's Famous,  Inc. issued to Howard M. Lorber,  Nathans'
Chairman of the Board,  a common  stock  purchase  warrant to  purchase  150,000
shares of Nathans'  common stock at a price of $3.25 per share.  The warrant was
issued by  Nathan's  in order to  induce  Mr.  Lorber to extend  the term of his
employment  agreement  until July 2001.  Prior to the extension,  his employment
contract was scheduled to expire in October 1997.

     The warrant,  which has a term of ten years, initially vested 37,500 shares
on July 17, 1998, 37,500 shares on July 17, 1999, 37,500 shares on July 17, 2000
and 37,500  shares on July 17, 2001.  By action of the Board of  Directors,  the
vesting was accelerated and 75,000 shares vested on July 23, 1999.
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 28, 1999;

          (b)  The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal
               quarter ended June 27, 1999; 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
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  $10,000,000  which
includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
deductible  for each loss under the policy of $150,000.  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.
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 24 th day of August, 1999.

                              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 August 24, 1999 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/ Barry Leistner              Director
      Barry Leistner

/s/ Jeffrey A. Lichtenberg      Director
      Jeffrey A. Lichtenberg

/s/ Attilio F. Petrocelli       Director
      Attilio F. Petrocelli
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

================================================================================

                              NATHAN'S FAMOUS, INC.

================================================================================

                         Form S-8 Registration Statement

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

                            E X H I B I T   I N D E X

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

                                                          Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number         Exhibit Description                       including Exhibit Pages
-------        -------------------                       -----------------------

4       Common Stock Purchase Warrant  . . . . .                    4

5       Opinion and Consent of Counsel . . . . .                   13

23.1    Consent of Counsel  . . . . . . . . . . .            See Exhibit 5

23.2    Consent of Arthur Andersen LLP . . . . .                   15

24      Powers of Attorney . . . . . . . . . . .          See signature pages