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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000932214-05-000221.txt : 20050616
<SEC-HEADER>0000932214-05-000221.hdr.sgml : 20050615
<ACCEPTANCE-DATETIME>20050616143246
ACCESSION NUMBER:		0000932214-05-000221
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050615
ITEM INFORMATION:		Material Modifications to Rights of Security Holders
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050616
DATE AS OF CHANGE:		20050616

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATHANS FAMOUS INC
		CENTRAL INDEX KEY:			0000069733
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				113166443
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0329

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-03189
		FILM NUMBER:		05899951

	BUSINESS ADDRESS:	
		STREET 1:		1400 OLD COUNTRY RD
		CITY:			WESTBURY
		STATE:			NY
		ZIP:			11590
		BUSINESS PHONE:		5163388500

	MAIL ADDRESS:	
		STREET 1:		1400 OLD COUNTRY RD
		STREET 2:		STE 400
		CITY:			WESTBURY
		STATE:			NY
		ZIP:			11590
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8ksecholder.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                          Date of Report: June 15, 2005
                        (Date of earliest event reported)

                              NATHAN'S FAMOUS, INC.
- -----------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

   Delaware                        1-3189                      11-3166443
- -----------------------------------------------------------------------------
(State of Incorporation)         (Commission               (I.R.S. Employer
                                 File Number)             Identification No.)

1400 Old Country Road, Westbury, New York                        11590
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

Registrant's telephone number including area code:   (516) 338-8500
                                                  ---------------------------

                                      N/A
- -----------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

__ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
   240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

     On June 15,  2005,  the Board of  Directors  of Nathan's  Famous,  Inc.,  a
Delaware  corporation  (the  "Company"),  approved an amendment to the Company's
existing Third Amended and Restated Rights  Agreement,  dated as of December 10,
1999,  between the Company and American Stock  Transfer & Trust Company,  as the
Rights Agent (the "Rights  Agreement").  On June 15, 2005,  the Company  entered
into Amendment No. 1 to the Rights Agreement  ("Amendment No. 1"). Amendment No.
1 amends the Rights  Agreement to extend the Final Expiration Date of the Rights
to June 19, 2010.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

    (c)  EXHIBITS



EXHIBIT   DESCRIPTION

4.1       Amendment No. 1 to the Rights Agreement, dated as of June 15, 2005, by
          and between Nathan's Famous, Inc. and American Stock Transfer & Trust
          Company (as the Rights Agent)



<PAGE>


                                   SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunder duly authorized.

                                    NATHAN'S FAMOUS, INC.



                                    By:  /s/Wayne Norbitz
                                        --------------------------
                                         Wayne Norbitz
                                         President


Dated:   June 15, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>amendno1.txt
<DESCRIPTION>AMENDMENT NO. 1 TO RIGHTS AGREEMENT
<TEXT>
                      AMENDMENT NO. 1 TO RIGHTS AGREEMENT


     THIS AMENDMENT NO. 1 TO RIGHTS  AGREEMENT (this  "Amendment"),  dated as of
June 15, 2005, is between  Nathan's  Famous,  Inc., a Delaware  corporation (the
"Company"),  and American Stock  Transfer & Trust Company,  as rights agent (the
"Rights Agent").

     WHEREAS,  the Company and the Rights  Agent are parties to a Third  Amended
and  Restated  Rights  Agreement,  dated as of December  10,  1999 (the  "Rights
Agreement"); and

     WHEREAS,  pursuant  thereto  and  the  provisions  of  the  certificate  of
incorporation of the Company, the Company distributed a Right (as defined in the
Rights  Agreement)  to each holder of shares of Common  Stock (as defined in the
Rights Agreement) of the Company; and

     WHEREAS,  the  Company  desires to amend the Rights  Agreement  pursuant to
Section 27 of the Rights Agreement as set forth below.

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1.   AMENDMENT OF SECTION 7.

     Section 7 of the Rights  Agreement  is amended by deleting  subsection  (a)
thereof and replacing it in its entirety with the following:

               "(a) Subject to Section 7(e) hereof, the registered holder of any
          Right Certificate may exercise the Rights evidenced thereby (except as
          otherwise  provided  herein) in whole or in part at any time after the
          Distribution  Date upon surrender of the Right  Certificate,  with the
          form  of  election  to  purchase  on the  reverse  side  thereof  duly
          executed,  to the Rights Agent at the  principal  office of the Rights
          Agent in New York,  New York,  together  with  payment of the Purchase
          Price for each  share of the  Common  Stock as to which the Rights are
          exercised,  at or prior to the close of business on the earlier of (i)
          June 19, 2010 (the "Final Expiration Date"), or (ii) the date on which
          the Rights are  redeemed as provided in Section 23 (such  earlier date
          being herein referred to as the "Expiration  Date"); or (iii) the time
          at which the Rights are  exchanged  as  provided in Section 24 hereof;
          provided,  however,  that if the  number  of  Rights  exercised  would
          entitle  the  holder  thereof to receive  any  fraction  of a share of
          Common Stock  greater  than  one-half of a share,  the holder  thereof
          shall not be  entitled  to  exercise  such  Rights  unless such holder
          concurrently purchases from the Company (and in such event the Company
          shall sell to such  holder),  at a price in proportion to the Purchase
          Price, an additional  fraction of a share of Common Stock which,  when
          added to the number of shares of Common Stock to be received upon such
          exercise, will equal an integral number of shares of Common Stock."



<PAGE>



         2.       MISCELLANEOUS.

     Except as expressly amended hereby,  the Rights Agreement shall continue in
full  force and effect in  accordance  with the  provisions  thereof on the date
hereof.  This Amendment  shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance  with the laws of such state  applicable  to contracts to be made and
performed  entirely  within such state.  This  Amendment  may be executed in any
number of  counterparts,  each of such  counterparts  shall for all  purposes be
deemed to be an original,  and all such counterparts  shall together  constitute
but one and the same  instrument.  Terms not defined  herein  shall,  unless the
context  otherwise  requires,  have the  meanings  assigned to such terms in the
Rights Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date set forth above.


                                       NATHAN'S FAMOUS, INC.


                                       By:  /s/Wayne Norbitz
                                           -----------------------------
                                            Name:  Wayne Norbitz
                                            Title: President

                                       AMERICAN STOCK TRANSFER & TRUST  COMPANY
                                       as Rights Agent


                                       By:  /s/Herbert Lemmer
                                          ------------------------------------
                                           Name:  Herbert Lemmer
                                           Title: Vice President


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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