<SUBMISSION>
<ACCESSION-NUMBER>0000950134-04-007238
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20040328
<FILING-DATE>20040511
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>FAMOUS DAVES OF AMERICA INC
<CIK>0001021270
<ASSIGNED-SIC>5812
<IRS-NUMBER>411782300
<STATE-OF-INCORPORATION>MN
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-21625
<FILM-NUMBER>04796471
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>8091 WALLACE ROAD
<CITY>EDEN PRAIRIE
<STATE>MN
<ZIP>55344
<PHONE>952-294-1300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>8091 WALLACE ROAD
<CITY>EDEN PRAIRIE
<STATE>MN
<ZIP>55344
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>c85200e10vq.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 28, 2004

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           COMMISSION FILE NO. 0-21625

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

             MINNESOTA                                        41-1782300
    (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         Identification No.)

                                8091 WALLACE ROAD
                          EDEN PRAIRIE, MINNESOTA 55344

               (Address of principal executive offices) (Zip code)

        Registrant's telephone number, including area code (952) 294-1300

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act (the Act) of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

Indicate by check mark whether the Registrant is an accelerated filer (as
defined by Rule 12-b-2 of the Act). Yes ___ No X

The aggregate market value of the Registrant's Common Stock held by
non-affiliates on June 29, 2003 (the last business day of the Registrant's most
recently completed second quarter), based upon the last sale price of the Common
Stock as reported on the NASDAQ National Market on June 29, 2003, was
$41,898,388. As of May 11, 2004, 12,317,262 shares of the Registrant's Common
Stock were outstanding.

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


<PAGE>

                         FAMOUS DAVE'S OF AMERICA, INC.
                                TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----
<S>         <C>                                                                                   <C>
PART I      FINANCIAL INFORMATION

  Item 1    Condensed Consolidated Financial Statements

            Consolidated Balance Sheets
              As of March 28, 2004 and December 28, 2003                                            3

            Consolidated Statements of Operations
              For the three months ended March 28, 2004 and March 30, 2003                          4

            Consolidated Statements of Cash Flows
              For the three months ended March 28, 2004 and March 30, 2003                          5

            Notes to Consolidated Financial Statements                                              6

  Item 2    Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                                                 9

  Item 3    Quantitative and Qualitative Disclosures About Market Risk                             15

  Item 4    Controls and Procedures                                                                15

PART II     OTHER INFORMATION

  Item 1    Legal Proceedings                                                                      16

  Item 5    Other Information                                                                      16

  Item 6    Exhibits and Reports on Form 8-K                                                       17

            SIGNATURES

            CERTIFICATIONS
 </TABLE>


                                       2
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 28, 2004 AND DECEMBER 28, 2003
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                          MARCH 28,          DECEMBER 28,
                                                                                            2004                2003
                                                                                         -----------         ------------
                                                                                         (UNAUDITED)
<S>                                                                                      <C>                 <C>
                                                       ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                                           $  11,403           $   9,964
      Restricted cash (note 3)                                                                  287                  --
      Accounts receivable, net                                                                1,140               1,661
      Inventories                                                                             1,587               1,599
      Prepaid expenses and other current assets                                               2,853               3,126
                                                                                          ---------           ---------
      TOTAL CURRENT ASSETS                                                                   17,270              16,350

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET                                          46,380              47,147

OTHER ASSETS:
      Notes receivable, less current portion                                                  2,347               2,395
      Deferred tax asset, less current portion                                                6,938               6,938
      Other assets, net                                                                         968                 937
                                                                                          ---------           ---------

                                                                                          $  73,903           $  73,767
                                                                                          =========           =========

                                            LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
      Current portion of long term debt                                                   $     367           $     358
      Current portion of capital leases                                                         277                 388
      Accounts payable                                                                        2,856               2,035
      Other current liabilities                                                               2,959               4,528
                                                                                          ---------           ---------
      TOTAL CURRENT LIABILITIES                                                               6,459               7,309

LONG-TERM LIABILITIES:
      Long-term debt, less current portion                                                   12,252              12,349
      Capital leases, less current portion                                                       80                 105
      Financing leases                                                                        4,500               4,500
      Other liabilities, net                                                                  2,749               2,632
                                                                                          ---------           ---------
      TOTAL LIABILITIES                                                                      26,040              26,895
                                                                                          ---------           ---------

SHAREHOLDERS' EQUITY:
      Common stock, $.01 par value, 100,000,000 shares authorized, 12,307,182
         and 12,157,782 shares issued and outstanding                                           123                 122
      Additional paid-in capital                                                             57,155              56,692
      Accumulated deficit                                                                    (9,415)             (9,942)
                                                                                          ---------           ---------
      TOTAL SHAREHOLDERS' EQUITY                                                             47,863              46,872
                                                                                          ---------           ---------

                                                                                          $  73,903           $  73,767
                                                                                          =========           =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                   THREE MONTHS ENDED
                                                                                          -------------------------------------
                                                                                            MARCH 28,              MARCH 30,
                                                                                              2004                    2003
                                                                                          -------------           -------------
<S>                                                                                       <C>                     <C>
REVENUE:
      Restaurant sales, net                                                               $      20,573           $      21,893
      Franchise royalty revenue                                                                   1,584                     833
      Franchise fee revenue                                                                         438                     239
      Licensing and other revenue                                                                    52                      42
                                                                                          -------------           -------------
TOTAL REVENUE                                                                                    22,647                  23,007
                                                                                          -------------           -------------

COSTS AND EXPENSES:
      Food and beverage costs                                                                     6,407                   6,562
      Labor and benefits                                                                          6,336                   6,665
      Operating expenses                                                                          5,004                   5,366
      Total depreciation and amortization                                                         1,118                   1,243
      Pre-opening expenses                                                                           --                     222
      General and administrative                                                                  2,498                   2,173
                                                                                          -------------           -------------
TOTAL COSTS AND EXPENSES                                                                         21,363                  22,231
                                                                                          -------------           -------------

INCOME FROM OPERATIONS                                                                            1,284                     776
                                                                                          -------------           -------------

OTHER INCOME (EXPENSE):
      Interest expense, net                                                                        (406)                   (331)
      Other expense, net                                                                            (11)                    (86)
      Equity in loss of unconsolidated affiliate                                                     --                  (2,155)
                                                                                          -------------           -------------
TOTAL OTHER EXPENSE                                                                                (417)                 (2,572)
                                                                                          -------------           -------------

INCOME (LOSS) BEFORE INCOME TAXES                                                                   867                  (1,796)

INCOME TAX (EXPENSE) BENEFIT                                                                       (340)                    701
                                                                                          -------------           -------------

NET INCOME (LOSS)                                                                                   527                  (1,095)
                                                                                          =============           =============

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE                                      $        0.04           $       (0.10)
                                                                                          =============           =============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC                                           12,279,213              11,391,454
                                                                                          =============           =============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED                                         12,641,063              11,391,454
                                                                                          =============           =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                    THREE MONTHS ENDED
                                                                                               -----------------------------
                                                                                               MARCH 28,           MARCH 30,
                                                                                                  2004                2003
                                                                                               ---------           ---------
<S>                                                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                                           $     527           $  (1,095)
   Adjustments to reconcile net income (loss) to cash flows provided by operations:
     Depreciation and amortization                                                                 1,118               1,243
     Gain (loss) on disposal of property                                                               6                 (10)
     Deferred tax asset                                                                              337                (702)
     Deferred rent                                                                                   117                 156
     Equity in loss of unconsolidated affiliate                                                       --               2,155
     Other non-cash items affecting earnings                                                          21                  16
     Changes in operating assets and liabilities:
       Restricted cash                                                                              (287)                 --
       Accounts receivable, net                                                                      521                 (93)
       Inventories                                                                                    12                (122)
       Prepaids and other current assets                                                             (60)                (31)
       Deposits                                                                                      (42)                (12)
       Accounts payable                                                                              821                (814)
       Other current liabilities                                                                  (1,569)               (530)
                                                                                               ---------           ---------
         Cash flows provided by operations                                                         1,522                 161
                                                                                               ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, equipment and leasehold improvements                                      (367)             (2,351)
   Investment and repayments of advances in unconsolidated affiliate                                  --              (2,155)
   Payments received on notes receivable                                                              44                  36
                                                                                               ---------           ---------
         Cash flows used for investing activities                                                   (323)             (4,470)
                                                                                               ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments for debt issuance costs                                                                   --                  (9)
   Payments on long-term debt                                                                        (88)                (96)
   Payments on capital lease obligations                                                            (136)               (185)
   Proceeds from exercise of stock options and warrants                                              464                  27
                                                                                               ---------           ---------
         Cash flows provided by (used for) financing activities                                      240                (263)
                                                                                               ---------           ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                   1,439              (4,572)


CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                     9,964               9,473
                                                                                               ---------           ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                       $  11,403           $   4,901
                                                                                               =========           =========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid during the period                                                             $     436           $     432
                                                                                               =========           =========
   Income taxes paid during the period                                                         $       4           $      --
                                                                                               =========           =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 28, 2004 AND MARCH 30, 2003

(1) BASIS OF PRESENTATION

         We ("Famous Dave's, Inc." or the "Company") operate or franchise
restaurants under the name "Famous Dave's" throughout various regions of the
United States. As of March 28, 2004, there were 92 restaurants operating in 23
states, including 38 company-owned restaurants and 54 franchise-operated
restaurants. An additional 163 restaurants were in various stages of development
at March 28, 2004.

         We prepared these consolidated financial statements in accordance with
Securities and Exchange Commission ("SEC") Rules and Regulations. These
unaudited financial statements represent the consolidated financial statements
of Famous Dave's, Inc., and its subsidiaries as of March 28, 2004 and December
28, 2003 and for the three-month periods ended March 28, 2004 and March 30,
2003. The information furnished in these financial statements includes normal
recurring adjustments and reflects all adjustments, which are, in our opinion,
necessary for a fair presentation. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in our fiscal 2003 Form 10-K as filed with the SEC. The unaudited
balance sheet as of December 28, 2003 has been derived from our audited
financial statements as of that date.

         Due to the seasonality of our business, revenue and operating results
for the three months ended March 28, 2004 are not necessarily indicative of the
results to be expected for the full year.

(2) NET INCOME (LOSS) PER COMMON SHARE

         Basic net income (loss) per common share ("EPS") is computed by
dividing the net income (loss) by the weighted average number of common shares
outstanding for the reporting period. Diluted EPS equals net income (loss)
divided by the sum of the weighted average number of shares of common stock
outstanding plus all additional common stock equivalents relating to stock
options and warrants when dilutive. Following is a reconciliation of basic and
diluted net income (loss) per common share.

<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                           ----------------------------
                                                                                           March 28,          March 30,
         ($'s in 000's, except per share data)                                                2004               2003
                                                                                           ---------          ---------
         <S>                                                                               <C>                <C>
         NET INCOME (LOSS) PER SHARE - BASIC:
           Net income (loss)                                                               $     527          $  (1,095)
           Weighted average shares outstanding                                                12,279             11,391
           Net income (loss) per share - basic                                             $    0.04          $   (0.10)

         NET INCOME (LOSS) PER SHARE - DILUTED:
           Net income (loss)                                                               $     527          $  (1,095)
           Weighted average shares outstanding                                                12,279             11,391
           Dilutive impact of common stock equivalents outstanding                               362                 --
                                                                                           ---------          ---------
           Adjusted weighted average shares outstanding                                       12,641             11,391
           Net income (loss) per share - diluted                                           $    0.04          $   (0.10)
</TABLE>


                                       6
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 28, 2004 AND MARCH 30, 2003

(2) NET INCOME (LOSS) PER COMMON SHARE (CONTINUED)

         Options and warrants to purchase approximately 209,000 shares of common
stock with a weighted average exercise price of $7.13 were outstanding at March
28, 2004, but were not included in the computation of diluted net earnings per
share because the exercise price exceeded the average market price of the common
shares during the period.

         Options to purchase approximately 1,921,000 shares of common stock with
a weighted average exercise price of $3.56 and warrants to purchase
approximately 95,000 shares of common stock with a weighted average exercise
price of $6.63 were excluded from the first quarter 2003 diluted computation
because they were anti-dilutive.

(3) PUBLIC RELATIONS AND MARKETING DEVELOPMENT FUND

         Beginning in fiscal 2004, we established a system-wide public relations
and marketing fund. Company-owned restaurants, in addition to franchise-operated
restaurants opened after January 1, 2004, are required to contribute a
percentage of sales, currently 1.0%, to the fund that will be used for public
relations and marketing development efforts throughout the system. Additionally,
certain payments received from various vendors are deposited into the public
relations and marketing fund. The assets held by this fund are considered
restricted. Accordingly, we reflected the cash and the liability related to this
fund in restricted cash and in other current liabilities on our consolidated
balance sheet as of March 28, 2004.

(4) STOCK-BASED COMPENSATION

         In accordance with Accounting Principles Board (APB) Opinion No. 25, we
use the intrinsic value-based method for measuring stock-based compensation cost
which measures compensation cost as the excess, if any, of the quoted market
price of our stock at the date of grant over the amount the employee must pay
for the stock. Our policy is to grant stock options at fair value at the date of
grant. No compensation expense has been recognized for options issued to
employees during the three months ended March 28, 2004 or March 30, 2003. The
following table illustrates the effect on net income (loss) and income (loss)
per common share if we had applied the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                    -----------------------------
                                                                                    March 28,           March 30,
         ($'s in 000's, except per share data)                                        2004                2003
                                                                                    ---------          ----------
         <S>                                                                        <C>                <C>
         Net income (loss) as reported                                               $   527           $  (1,095)
         Less:  Compensation expense determined under the fair value
              method, net of tax                                                        (300)               (244)
                                                                                     -------           ---------
         Pro forma net income (loss)                                                 $   227           $  (1,339)
                                                                                     =======           =========

         Net income (loss) per common share:
         Basic EPS as reported                                                       $  0.04           $   (0.10)
         Basic EPS pro forma                                                            0.02               (0.12)
         Diluted EPS as reported                                                        0.04               (0.10)
         Diluted EPS pro forma                                                          0.02               (0.12)
</TABLE>


                                       7
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 28, 2004 AND MARCH 30, 2003

(5) COMPENSATION ARRANGEMENTS

         On February 18, 2004, our board of directors approved an Executive
Elective Deferred Stock Unit Plan (Deferred Stock Unit Plan); in which
executives can elect to defer all or part of their bonus compensation or stock
grant compensation for a specified period of time. The amount of compensation
that is deferred is converted into a number of stock units, as determined by the
share price of our common stock on the date of the election of the deferral.
Accordingly, we will recognize compensation expense in our consolidated
statement of operations throughout the deferral period to the extent that the
share price of our common stock increases, and will reduce compensation expense
throughout the deferral period to the extent that the share price of our common
stock decreases.

         We granted our President and CEO, David Goronkin, a bonus of $93,750 in
2004 for his performance during fiscal 2003. Mr. Goronkin elected to defer this
bonus, which is subject to forfeiture based on certain fiscal 2004 performance
criteria, for a one-year timeframe in accordance with the Deferred Stock Unit
Plan discussed above. Accordingly, we recognized approximately $30,000 of
compensation expense in our consolidated statement of operations for the first
quarter ended March 28, 2004 as related to this plan.

         On February 18, 2004, our board of directors also approved a
Performance Share Program. Under this program, performance share grants will be
awarded under our 1995 Stock Option and Compensation Plan, subject to certain
contingencies. Grants of shares are contingent upon the recipient remaining an
employee during all periods prior to the "vesting date", in addition to the
Company achieving the cumulative total of the earnings per share goals for the
three ensuing fiscal years, as determined by the compensation committee of the
board of directors during the first fiscal quarter of the applicable fiscal
year. Awards will be made only if the cumulative total goal for all three fiscal
years is achieved and no partial award shall be made if the goals are achieved
in any one or more fiscal year but not for the cumulative three year total. No
recipient will have any rights as a shareholder based on the performance share
grants unless and until the conditions have been satisfied and the shares have
been issued to the recipient.

         In accordance with this program, we will recognize as compensation
expense, the value of these stock grants as they are earned in our consolidated
statement of operations throughout the performance period.

         On February 18, 2004 our board of directors awarded 33,500 performance
share grants to eligible employees for the fiscal 2004 - fiscal 2006 timeframe.
Accordingly, we recognized approximately $23,000 of compensation expense in our
consolidated statement of operations for the first quarter ended March 28, 2004
related to this program.

(6) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         The Financial Accounting Standards Board (FASB) recently issued an
Exposure Draft of a proposed Statement, Share-Based Payment, an Amendment of
FASB Statements No. 123 and 95. The Exposure Draft would require companies to
recognize compensation cost for share-based awards, including options, granted
to employees and would eliminate the use of accounting for employee options
under APB Opinion No. 25, Accounting for Stock Issued to Employees. The comment
period for this Exposure Draft ends on June 30, 2004 and it is anticipated that
a final Statement will be issued later in fiscal 2004. Due to the preliminary
nature of these potential changes, we have not determined how the proposed
Statement will affect our financial statements, but will continue to monitor
these developments.


                                       8
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

ITEM 2.

OVERVIEW

         Famous Dave's of America, Inc. ("Famous Dave's" or our "Company") was
incorporated as a Minnesota corporation in March 1994 and opened its first
restaurant in Minneapolis in June 1995. As of March 28, 2004 there were 92
Famous Dave's restaurants operating in 23 states, including 38 company-owned and
54 franchise-operated restaurants. In addition, as of March 28, 2004 we had
signed development agreements representing commitments to develop an additional
163 franchised restaurants.

         FISCAL YEAR

         Our fiscal year ends on the Sunday closest to December 31st. Our fiscal
year is generally 52 weeks; however it periodically consists of 53 weeks. Fiscal
2004, which ends on January 2, 2005, will consist of 53 weeks.

         REVENUE

         Our revenue consists of restaurant sales, franchise related revenue and
licensing and other revenue. Our franchise related revenue is comprised of area
development fees, initial franchise fees, and continuing royalty payments. Our
area development fee consists of a non-refundable payment equal to $10,000 per
unit upon the signing of the area development agreement. Since the fee to secure
the territory is non-refundable, we recognize this fee upon receipt. Our initial
franchise fee is typically $40,000 per restaurant, of which $5,000 is recognized
immediately when a franchise agreement is signed and the remaining $35,000 is
recognized upon either the signing of a lease or upon receipt of a builder's
permit, and at which time we have substantially performed all of our services.
Franchise royalties are equal to a percentage of weekly net sales, currently at
5%. Licensing revenue includes royalties from a retail line of business,
including sauces and seasonings. Other revenue includes opening assistance and
training we provide to our franchise partners. Comparable sales represent net
sales for restaurants open year-round for 18 months or more.

         COSTS AND EXPENSES

         Components of operating expenses include food and beverage costs,
operating payroll and employee benefits, occupancy costs, repair and maintenance
costs, supplies and advertising and promotion. Certain of these costs are
variable and will increase with sales volume. The primary fixed costs are
corporate and restaurant management and occupancy costs. Our experience is that
when a new restaurant opens, it incurs higher than normal levels of labor and
food costs until operations stabilize, usually during the first three months of
operation. As restaurant management and staff gain experience following the
opening, labor scheduling, food cost management and operating expense control
are improved to levels similar to those at our more established restaurants.

         General and administrative expenses include all corporate and
administrative functions that provide an infrastructure to support existing
operations and support future growth. Salaries, employee benefits, legal fees,
consulting fees, travel, rent, depreciation, general insurance and marketing
expenses are major items in this category.


                                       9
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

    A breakdown of our restaurant and total company operating results were as
follows (amounts in $000's):

<TABLE>
<CAPTION>
                                                                             RESTAURANT OPERATIONS
                                                            ---------------------------------------------------------
                                                                               Three Months Ended
                                                            ---------------------------------------------------------
                                                                March 28, 2004                    March 30, 2003
                                                            ----------------------            -----------------------
    <S>                                                     <C>              <C>              <C>               <C>
    Restaurant Sales, net                                   $ 20,573         100.0%           $ 21,893          100.0%

    Restaurant Costs and Expenses:
      Food and Beverage Costs                                  6,407          31.1               6,562           30.0
      Labor and Benefits                                       6,336          30.8               6,665           30.4
      Operating Expenses                                       5,008          24.3               5,360           24.5
      Depreciation and Amortization                            1,042           5.1               1,178            5.4
                                                            --------         -----            --------          -----
         Total Costs and Expenses                             18,793          91.3              19,765           90.3
                                                            --------         -----            --------          -----
    Income from Restaurant Operations                       $  1,780           8.7%           $  2,128            9.7%
                                                            ========         =====            ========          =====
</TABLE>

<TABLE>
<CAPTION>
                                                                                 TOTAL COMPANY
                                                            ---------------------------------------------------------
                                                                               Three Months Ended
                                                            ---------------------------------------------------------
                                                                March 28, 2004                    March 30, 2003
                                                            ----------------------            -----------------------
    <S>                                                     <C>              <C>              <C>               <C>
    Total Revenue                                           $ 22,647         100.0%           $ 23,007          100.0%

    Total Costs and Expenses:
      Food and Beverage Costs                                  6,407          28.3               6,562           28.5
      Labor and Benefits                                       6,336          28.0               6,665           29.0
      Operating Expenses                                       5,004          22.1               5,366           23.3
      Depreciation and Amortization                            1,118           4.9               1,243            5.4
      Pre-opening Expenses                                       ---           ---                 222            1.0
      General and Administrative                               2,498          11.0               2,173            9.4
                                                            --------         -----            --------          -----
    Income from Total Company Operations                    $  1,284           5.7%           $    776            3.4%
                                                            ========         =====            ========          =====
</TABLE>

         The following discussion and analysis of financial condition and
results of operations should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements and notes, and the audited
consolidated financial statements and notes included in our Form 10-K for the
fiscal year ended December 28, 2003.

         TOTAL REVENUE

         Total revenue of approximately $22.6 million for the first quarter of
fiscal 2004 decreased approximately $360,000 or 1.6% from revenue of
approximately $23.0 million for the comparable quarter in fiscal 2003.

         RESTAURANT SALES

         Restaurant sales for the first quarter of 2004 were $20.6 million
compared to $21.9 million for the same period in 2003, reflecting a 6.0%
decrease. This decrease was a result of the closing of two restaurants in Texas
and the sale of three restaurants to a franchise partner, both occurring during
the fourth quarter of fiscal 2003. These five restaurants had sales of
approximately $2.0 million during the first quarter of fiscal year 2003.


                                       10
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

         FRANCHISE RELATED REVENUE

         Franchise related revenue consists of royalty revenue and franchise
fees which include initial franchise fees and area development fees. Franchise
related revenue increased 88.6% over the same period in 2003. This increase
reflects higher royalty revenue, primarily the result of 18 franchise-operated
restaurants that opened during fiscal 2003.

         SAME STORE NET SALES

         It is our policy to include in our same store net sales base,
restaurants that are open year round and have been open at least 18 months. Same
store net sales for company-owned restaurants for the first quarter of fiscal
2004 decreased approximately 2.2%, compared to fiscal 2003's first quarter
decrease of approximately 2.7%. For the first quarter of 2004, there were 35
restaurants included in the company-owned base. Same store net sales for
franchise-operated restaurants for the first quarter of 2004 decreased 2.6%,
compared to a decrease of 7.3% for the first quarter of fiscal 2003. For the
first quarter of 2004, there were 28 restaurants included in the
franchise-operated base. Same store net sales are expected to continue to remain
soft, at a minimum, through the second quarter of 2004 due to the significant
level of the 2003 discounting which was discontinued late in fiscal 2003.
Although discounting had increased restaurant traffic, the majority of the
incremental sales derived had substantially lower margins.

         AVERAGE WEEKLY NET SALES

         Weighted average weekly net sales for our company-owned and
franchise-operated restaurants during the first three months of fiscal 2004 were
$41,633 and $49,640 respectively. During the first three months of fiscal 2003,
weighted average weekly net sales for our company-owned and franchise-operated
restaurants were $41,542 and $42,232 respectively.

         FOOD AND BEVERAGE COSTS

         Food and beverage costs for the first three months of fiscal 2004 were
approximately $6.4 million or 31.1% of net restaurant sales, compared to
approximately $6.6 million or 30.0% of net restaurant sales for the first three
months of fiscal 2003. The increase in food and beverage costs as a percent of
restaurant net sales was due primarily to increases in contract pricing of pork,
poultry and hamburger. Our brisket contract comes due in July and we are
watching that market closely so that we can attempt to lock in pricing at the
most favorable terms. In addition, we continually try to identify ways to
improve our margin mix, such as through the permanent addition of salmon to our
core offerings, which on average has approximately 200 basis points more margin
than our other food items.

         LABOR AND BENEFITS

         Labor and benefits for the three months ended March 28, 2004 were
approximately $6.3 million or 30.8% of net restaurant sales, compared to
approximately $6.7 million or 30.4% of net restaurant sales for the three months
ended March 30, 2003. The increase in labor and benefits as a percentage of net
restaurant sales reflects the addition in fiscal 2004 of a new restaurant
managers' bonus program.


                                       11
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

         OPERATING EXPENSES

         Operating expenses for the first quarter of fiscal 2004, of
approximately $5.0 million or 24.3% of net restaurant sales, were approximately
$362,000 lower than operating expenses of approximately $5.4 million or 24.5% of
net restaurant sales for the first quarter of fiscal 2003. The decrease in
operating expenses reflects lower utilities and occupancy costs and a lower
level of advertising, partially offset by higher expenses associated with
repairs and maintenance and take-out supplies in support of our "to-go" program.

         DEPRECIATION AND AMORTIZATION

         Depreciation and amortization for the first quarter of 2004 was
approximately $1.1 million or 4.9% of total revenue, compared to approximately
$1.2 million or 5.4% of total revenue for the first quarter of 2003. The
decrease in depreciation and amortization was primarily a result of the decrease
in the number of company-owned restaurants in the first quarter of 2004 compared
to the first quarter of 2003.

         PRE-OPENING EXPENSES

         No new restaurants opened during the first quarter of 2004. Pre-opening
expenses for the first quarter of 2003 were approximately $222,000 or 1.0% of
total revenue.

         GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses for the first quarter of 2004 were
approximately $2.5 million or 11.0% of total revenue, compared to approximately
$2.2 million or 9.4% of total revenue for the first quarter of 2003. The
increase in general and administrative expenses reflects an increase in
infrastructure, primarily at the corporate office to support our growth. The
increase also reflects the capitalization of certain general and administrative
costs in the first quarter of fiscal 2003 associated with the construction of
several restaurants.

         INTEREST EXPENSE, NET

         Interest expense, net was approximately $406,000 or 1.8% of total
revenue for the first three months of 2004, compared to approximately $331,000
or 1.4% of total revenue for the comparable first three months of 2003. The
increase in interest expense, in dollars and as a percentage of total revenue,
was primarily as a result of the capitalization of construction interest for
company-owned restaurants under construction in 2003.

         OTHER EXPENSE, NET

         During the first quarter of 2004, we recorded other expenses, net, of
approximately $11,000. This compares to other expense, net, of approximately
$86,000 in the first quarter of 2003 and related primarily to costs associated
with the development of restaurants that we elected not to open.

         INCOME TAX (EXPENSE) BENEFIT

         For the first quarter of 2004, our Company recorded income tax expense
of approximately $340,000, or approximately 39% of income before taxes, compared
to a tax benefit of approximately $701,000 recorded during the first quarter of
2003.


                                       12
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

         NET INCOME (LOSS)/DILUTED NET INCOME (LOSS) PER SHARE

         Net income for the three months ended March 28, 2004 was approximately
$527,000 or $0.04 per diluted share on approximately 12,641,000 weighted average
shares outstanding, as compared to a net loss of approximately $1.1 million or
$0.10 per diluted share on approximately 11,391,000 weighted average shares
outstanding for the three months ended March 30, 2003. The results for the first
quarter of fiscal 2003 included pre-tax charges of approximately $2.2 million,
or $0.12 per diluted share related to losses in the Isaac Hayes Blues clubs, as
well as costs associated with the divestiture of those clubs.

ANALYSIS OF FINANCIAL CONDITION

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         During the first quarter of 2004, our balance of cash and cash
equivalents was approximately $11.4 million, an increase of approximately $1.4
million from the December 28, 2003 year-end balance, net of the reclassification
of approximately $287,000 to a restricted cash balance. The increase in cash and
cash equivalents was due primarily to increases in franchise royalty revenue.

         Our working capital was approximately $10.8 million as of March 28,
2004 as compared to approximately $9.0 million at December 28, 2003. Our quick
ratio, which measures our immediate short-term liquidity, was 1.94 at March 28,
2004 compared to 1.59 at December 28, 2003. The quick ratio is computed by
adding cash and cash equivalents with accounts receivable, net and dividing by
total current liabilities. The change in our working capital and quick ratio was
primarily due to cash generated from operations.

         Net cash provided by operations for the first quarter of 2004 was
approximately $1.5 million, compared to approximately $161,000 for the first
quarter of 2003. Cash generated in the first quarter of 2004 reflects a decrease
in accounts receivable and an increase in accounts payable, partially offset by
a decrease in other current liabilities. For the first three months of 2003,
sources of cash generation were primarily from increased accounts payable and
other current liabilities.

         Net cash used for investing activities for the first quarter of 2004
was approximately $323,000, reflecting capital expenditures. In comparison,
during the first three months of 2003, we used approximately $4.5 million, with
approximately $2.2 million used to fund the losses and exit from our 40%
partnership in FUMUME, LLC and approximately $2.4 million on capital
expenditures.

         Net cash provided by financing activities was approximately $240,000 in
the first three months of 2004, compared to a use of cash of approximately
($263,000) for the first quarter of 2003. During the first quarter of fiscal
2004 proceeds from stock option exercises were the primary source of cash,
partially offset by payments on long-term debt and capital lease obligations.
The use of cash during the first three months of fiscal 2003 was primarily
payments on long-term debt and capital lease obligations.


                                       13
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

         The following table provides aggregate information about our remaining
contractual payment obligations and the periods in which payments are due:

<TABLE>
<CAPTION>
     Payments Due by Period
     (in thousands)

     Contractual
     Obligations                       Total        2004         2005         2006         2007         2008      Thereafter
     -----------                    ---------     --------     --------     --------     --------     --------    ----------
     <S>                            <C>           <C>          <C>          <C>          <C>          <C>         <C>
     Long Term Debt                 $  12,619     $    270     $    392     $    427     $    466     $    507     $  10,557
     Financing Leases                   4,500           --           --           --           --           --         4,500
     Capital Leases                       357          252           97            8           --           --           ---
     Operating Leases                  44,238        1,945        2,587        2,674        2,666        2,639        31,727
                                    ---------     --------     --------     --------     --------     --------     ---------
     Total                          $  61,714     $  2,467     $  3,076     $  3,109     $  3,132     $  3,146     $  46,784
                                    =========     ========     ========     ========     ========     ========     =========
</TABLE>

CRITICAL ACCOUNTING POLICIES

         Our significant accounting policies are described in Note One to the
consolidated financial statements included in our annual report for the year
ended December 28, 2003. The accounting policies used in preparing our interim
2004 consolidated condensed financial statements are the same as those described
in our annual report.

FORWARD-LOOKING INFORMATION

         Certain statements contained in this report include "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All forward-looking statements in this document are based on
information currently available to us as of the date of this report, and we
assume no obligation to update any forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors may include, among others, those factors listed in our
2003 Form 10-K filed with the SEC on March 29, 2004 and our other filings with
the SEC.

ADDITIONAL INFORMATION ON FAMOUS DAVE'S

         We are currently subject to the informational requirements of the
Exchange Act of 1934, as amended. As a result, we are required to file periodic
reports and other information with the SEC, such as annual, quarterly and
current reports and proxy and information statements. You are advised to read
this Form 10-Q in conjunction with the other reports, proxy statements and other
documents we file from time to time with the SEC. If you would like more
information regarding Famous Dave's, you may read and copy the reports, proxy
and information statements and other documents we file with the SEC, at
prescribed rates, at the SEC's public reference room at 450 Fifth Street, NW,
Washington, DC 20549. You may obtain information regarding the operation of the
SEC's public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC
filings are also available to the public free of charge at the SEC's website.
The address of this website is http://www.sec.gov.


                                       14
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

ADDITIONAL INFORMATION ON FAMOUS DAVE'S (CONTINUED)

         Our most current SEC filings, such as our annual, quarterly and current
reports, proxy statements and press releases available to the public free of
charge on our Website. The address of our Website is www.famousdaves.com. Our
Website is not intended to be, and is not, a part of this Quarterly Report on
Form 10-Q. We will provide electronic or paper copies of our SEC filings
(excluding exhibits) to any Famous Dave's shareholder free of charge upon
receipt of a written request for any such filing. All requests for our SEC
filings should be sent to the attention of Investor Relations at Famous Dave's,
Inc., 8091 Wallace Road, Eden Prairie, MN 55344.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Our financial instruments include cash and cash equivalents and
long-term debt. We include as cash and cash equivalents certificates of deposits
and all other investments with original maturities of three months or less when
purchased and which are readily convertible into known amounts of cash. Our cash
and cash equivalents are not subject to significant interest rate risk due to
the short maturities of these instruments. We have no derivative financial
instruments or derivative commodity instruments in our cash and cash
equivalents. Our total outstanding long-term debt as of March 28, 2004 was $12.6
million. Of the outstanding long-term debt, approximately $1.3 million consists
of a variable interest rate while the remainder was subject to a fixed interest
rate. We do not see the variable interest rate long-term debt as a significant
interest rate risk. Some of the food products purchased by us are affected by
commodity pricing and are, therefore, subject to price volatility caused by
weather, production problems, delivery difficulties and other factors that are
outside our control. To control this risk in part, we have fixed-priced purchase
commitments for food from vendors. In addition, we believe that substantially
all of our food is available from several sources, which helps to control food
commodity risks. We believe we have the ability to increase menu prices, or vary
the menu options offered, if needed, in response to a food product price
increase.

ITEM 4.

CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we conducted
an evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act
of 1934, as amended, as of the end of the period covered by this report. Based
on their evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective.

         There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the end of the periods covered by this report.


                                       15
<PAGE>

                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Our Company is not a party to any material litigation and is not aware
of any threatened litigation that would have a material adverse effect on its
business.

ITEM 5.  OTHER INFORMATION

         Based upon the recommendation of the Compensation Committee, the Board
of Directors adopted an overall executive compensation plan aimed at increasing
form structure and consistency to the Company's executive compensation process.
Like the Company's previous executive compensation arrangements, the new plan
continues to utilize base compensation, bonus compensation and long-term
incentive compensation in structuring compensation arrangements for executives.
Under the new plan, annual bonus compensation will be determined by the
Compensation Committee based upon the Company attaining specific and measurable
financial objectives. Long-term incentive compensation under the new plan will
consist of target awards based on the executive's experience and position with
the Company, market conditions and other factors. While the majority of these
awards will continue to take the form of stock options grants, 25% of the awards
will be in the form of performance share grants that are subject to forfeiture
if, among other things, the Company fails to achieve the cumulative earnings per
share targets during the applicable three year "vesting" period.

         Under the Company Executive Elective Deferred Stock Unit Plan, which
was also adopted on February 18, 2004, senior executives can defer all or part
of their annual bonus compensation or stock grant compensation converting the
deferred amount into stock units based upon the market price of our common stock
on the date of the deferral. The Performance Share Program and the Executive
Elective Deferred Stock Unit Plan are discussed in greater detail in Note 5 of
the Company's consolidated financial statements included within this Quarterly
Report.

         Contemporaneously with its adoption of the new executive compensation
plan, the board also adopted stock ownership guidelines for the Company's senior
management ranging from one to five times base compensation, depending on
position. Stock units held under the Executive Elective Deferred Stock Unit Plan
will qualify towards the stock ownership guidelines.

         The Board of Directors' objective in adopting the new executive
compensation plan, the Executive Elective Deferred Stock Unit Plan, the
Performance Share Program and the stock ownership guidelines was not to change
the overall amount of executive compensation, but rather to more-closely align
the current level of executive compensation with shareholder interests and
long-term employee retention.


                                       16
<PAGE>


                 FAMOUS DAVE'S OF AMERICA, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         10.1     Executive Elective Deferred Stock Unit Plan

         31.1     Certification of Chief Executive Officer pursuant to
                  Securities Exchange Act Rule 13a-15(e)/15d-15(e) as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2     Certification of Chief Financial Officer pursuant to
                  Securities Exchange Act Rule 13a-15(e)/15d-15(e) as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         32.1     Certification of Chief Executive Officer and Chief Financial
                  Officer pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

         None


                                       17
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      FAMOUS DAVE'S OF AMERICA, INC.
                                      ("REGISTRANT")



Dated: May 11, 2004                   By  /s/ David Goronkin
                                          -------------------------------------
                                          David Goronkin
                                          Chief Executive Officer and President
                                          (Principal Executive Officer)



Dated: May 11, 2004                       /s/ Diana Garvis Purcel
                                          -------------------------------------
                                          Diana Garvis Purcel
                                          Vice President, Chief Financial
                                          Officer and Secretary
                                          (Principal Financial and Accounting
                                          Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c85200exv10w1.txt
<DESCRIPTION>EXECUTIVE ELECTIVE DEFERRED STOCK UNIT PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                         FAMOUS DAVE'S OF AMERICA, INC.

                   EXECUTIVE ELECTIVE DEFERRED STOCK UNIT PLAN

      FAMOUS DAVE'S OF AMERICA, INC., a Minnesota Company (the "Company"),
hereby establishes this Elective Deferred Stock Unit Plan (the "Plan"),
effective as of February 18, 2004, for the benefit of certain of its Executives
as defined herein.

1.    Definitions.

      1.1   Affiliate. "Affiliate," means a corporation or other entity
controlled by, controlling, or under common control with a party. For the
purpose of this Agreement, "control" or "controlling" shall mean (a) the
ownership, directly or indirectly, of more than fifty percent (50%) of the
voting stock or analogous interest in such corporation or other entity; or (b)
the existence of any other relationship between a party hereto and such other
corporation or entity which results in effective managerial control by one over
the other, regardless of whether such control is continuously exercised.

      1.2   Beneficiary. "Beneficiary" means that person designated in
accordance with Section 5.4.3.

      1.3   Board. The "Board" means the Board of Directors of the Company.

      1.4   Bonus Compensation. "Bonus Compensation" means the bonus which a
Participating Executive is entitled to receive but for the election by the
Executive pursuant to this Plan to defer the receipt of all or a portion of the
Executive's Bonus Compensation.

      1.5   Bonus Deferred Compensation. "Bonus Deferred Compensation" means the
portion of the Executive's Bonus Compensation which a Participating Executive
has elected to defer pursuant to this Plan.

      1.6   Commencement Date. "Commencement Date" means the date determined
under Section 5.1.

      1.7   Company Stock. "Company Stock" means the Company's common stock,
which is registered and publicly traded in accordance with applicable securities
laws.

      1.8   Declared Rate. "Declared Rate" means the rate of interest payable
from time to time on United States Treasury Bills with initial maturities of
three (3) months.

                                       1
<PAGE>

      1.9   Deferred Compensation. "Deferred Compensation" means the portion of
the Executive's Bonus Compensation and Stock Grant Compensation which a
Participating Executive has elected not to receive pursuant to this Plan.

      1.10  Deferral Account. "Deferral Account" means the account(s) maintained
on the books of the Company for each Participating Executive pursuant to Section
4.

      1.11  Determination Date. "Determination Date" means the last day of each
Plan Year and shall be the date on which the amount of a Participating
Executive's Deferral Account is determined as provided in Section 4 and any
other date necessary for the calculation of additional deferrals or a
distribution pursuant to this Plan.

      1.12  Election Form. "Election Form" means a written agreement in the form
of Exhibit A between a Participating Executive and the Company regarding the
Participating Executive's benefits and deferral of Compensation under this Plan.

      1.13  Executive. "Executive" means an employee of the Company designated
by the Board of the Company as eligible to participate in this Plan.

      1.14  Involuntary Termination of Employment. "Involuntary Termination of
Employment" means (a) the Company's termination of the Participating Executive's
employment by the Company or any Affiliate thereof for any reason whatsoever,
(b) the Participating Executive's death or (c) the Participating Executive's
disability as such term is defined in the Company's disability policies
applicable to the Executive.

      1.15  Participating Executive. "Participating Executive" means an
Executive who elects pursuant to this Plan to defer a portion of his/her
Deferred Compensation.

      1.16  Payout Period. "Payout Period" means the period set forth in a
Participating Executive's Election Form over which the value of a Deferral
Account will be paid beginning on the Commencement Date.

      1.17  Per Phantom Share Value. "Per Phantom Share Value" means as of any
date the average of the closing price of the Company's Stock on the stock
exchange on which it is regularly traded over the five (5) trading days ending
on the last trading day immediately prior to the date on which the Per Phantom
Share Value is being determined.

      1.18  Phantom Shares. "Phantom Share" means the fictitious shares of
Company's Stock used solely for the purpose of determining the amount
distributable to a Participating Executive pursuant to this Plan. Phantom Shares
are not actual share of stock of the Company and carry no voting or other rights
or privileges of any kind or nature.

      1.19  Plan. "Plan" means this Plan.

      1.20  Plan Year. "Plan Year" means the Company's fiscal year, except that
the initial Plan Year shall commence February 18, 2004.

                                       2
<PAGE>

      1.21  Primary Beneficiary. "Primary Beneficiary" means the Beneficiary or
Beneficiaries listed as the Primary Beneficiary or Beneficiaries on the
Participating Executive's Election Form

      1.22  Secondary Beneficiary. "Secondary Beneficiary" means the Beneficiary
or Beneficiaries listed as the Secondary Beneficiary or Beneficiaries on the
Participating Executive's Election Form

      1.23  Stock Grant Compensation. "Stock Grant Compensation" means any
Company Stock grant, which a Participating Executive is entitled to receive
pursuant to any of the Company's stock grant plans.

      1.24  Stock Grant Deferred Compensation. "Stock Grant Deferred
Compensation" means the portion of the Executive's Stock Grant Compensation
which a Participating Executive has elected to defer pursuant to this Plan.

      1.25 Termination of Employment. "Termination of Employment" means the
voluntary or involuntary termination of the Participating Executive's employment
with the Company.

2.    Eligibility. Only those Executives who are designated by the Board as
eligible to participate in this Plan may participate in this Plan.

3.    Participating Executive Deferral.

      3.1   Deferral Election.

            3.1.1 A Participating Executive may elect to defer all or a portion
      of the Executive's Bonus Compensation and/or Stock Grant Compensation for
      a Plan Year by filing an executed Election Form with the Chief Financial
      Officer of the Company or his/her designee or such other officer as may be
      appointed from time to time by the Board.

            3.1.2 An Election Form shall be effective only with respect to
      Compensation otherwise payable to the Executive after the date the
      Executive delivers an Election Form to the Chief Financial Officer or
      his/her designee and only if accepted by the Company in its sole
      discretion.

            3.1.3 The Board or its designee may specify one or more dates or
      deadlines for receipt of all or any Election Forms.

      3.2   Election to Defer Irrevocable. A Participating Executive's election
to defer the Executive's Deferred Compensation shall be irrevocable for a Plan
Year for which an Election Form has been filed with the Company unless the
Company, in its sole discretion, consents to such revocation.

      3.3   Maximum Deferrals. The Election Form shall specify the amount and
type of Compensation the Participating Executive elects to defer during a Plan
Year. Such amount may be limited in the sole discretion of the Board or its
designee.

                                       3
<PAGE>

      3.4   Reduction of Compensation. The Participating Executive's Bonus
Compensation and Stock Grant Compensation otherwise payable during the Deferral
Period shall be reduced respectively by the amount of the Executive's Bonus
Deferred Compensation and Stock Grant Deferred Compensation.

4.    Deferral Accounts.

      4.1   Establishment and Crediting of Deferral Accounts. For each Plan
Year, the Company shall establish one or more Deferral Accounts on its books for
each Participating Executive submitting an Election Form for the Plan Year who
elects to defer all or part of the Executive's Bonus Compensation or Stock Grant
Compensation. The Company shall credit to such Deferral Account the following
Deferred Compensation at the times specified:

            4.1.1 Bonus Deferrals. The Executive's Bonus Deferred Compensation
      that the Participating Executive elects to defer on the Executive's
      Election Form for the Plan Year shall be credited to the Executive's
      Deferral Account for such Plan Year as of the date the Participating
      Executive would otherwise have received such Bonus Deferred Compensation.
      The Company shall deduct from the Participating Executive's Compensation
      that is not deferred pursuant to this Plan, any amounts it is required to
      withhold under any state, federal or local law for taxes or other charges
      relating to any Bonus Deferred Compensation.

            4.1.2 Conversion of Bonus Deferred Compensation to Phantom Shares.
      The amount of any Bonus Deferred Compensation allocated to the Deferral
      Account for any Plan Year shall be converted immediately into a number of
      Phantom Shares determined by dividing the amount of Bonus Deferred
      Compensation which the Executive elects to defer by the Per Phantom Share
      Value as of the date the Deferred Compensation is credited to the Bonus
      Deferral Account.

            4.1.3 Stock Grant Deferrals. The Participating Executive's Stock
      Grant Deferred Compensation that the Participating Executive elects to
      defer on the Participating Executive's Election Form for the Plan Year
      shall be credited to the Participating Executive's Deferral Account as of
      the date the Participating Executive would otherwise have received such
      Stock Grant Deferred Compensation. The Company shall deduct from the
      Participating Executive's Compensation that is not deferred pursuant to
      this Plan, any amounts it is required to withhold under any state, federal
      or local law for taxes or other charges relating to the Stock Grant
      Deferred Compensation. The Participating Executive's Deferral Account
      shall be credited with the same number of Phantom Shares as the number of
      shares of Company Stock that the Participating Executive elects not to
      receive pursuant to the Participating Executive's Election Form.

            4.1.4 Reduction of Phantom Shares in Deferral Account for
      Distributions. Upon making a distribution to a Participating Executive or
      his Beneficiary, as the case may be, of all or part of the value of a
      Participating Executive's Deferral Account, the number of Phantoms Shares
      in such account shall be immediately reduced by an amount equal to the
      amount of such distribution divided by the Per Phantom Share Value as of
      the date of the distribution.

                                       4
<PAGE>

            4.1.5 Conversion of Phantom Shares upon Termination of Employment or
      End of Deferral Period.

                  4.1.5.1 If the Company, pursuant to Section 5.1.2, elects to
            pay to a Participating Executive the value of his or her Deferral
            Accounts in connection with the Participating Executive's
            Termination of Employment, the value of all of the Participating
            Executive's Deferral Accounts shall be determined by using the date
            of the Participating Executive's Termination of Employment as a
            Determination Date and the Deferral Accounts shall cease to be
            credited with Phantom Shares and all Phantom Shares shall be
            converted to a value pursuant to Section 4.2.

                  4.1.5.2 At the end of a Deferral Period of a Deferral Account,
            the value of the corresponding Deferral Accounts shall be determined
            by using the last day of the Deferral Period as the Determination
            Date. The Deferral Account shall cease to be credited with Phantom
            Shares and all Phantom Shares shall be converted to a value pursuant
            to 4.2 for the purpose of making distributions to the Participating
            Executive.

      4.2   Value of Deferral Accounts. The value of a Participating Executive's
Deferral Account as of a Determination Date shall be equal to the product of (a)
the number of Phantom Shares credited to such Deferral Account multiplied by (b)
the Per Phantom Share Value as of the Determination Date.

      4.3   Statement of Accounts. The Company shall provide to each
Participating Executive, within one hundred twenty (120) days after the close of
each Plan Year, a statement in such form as the Company selects setting forth
the number of Phantom Shares in each Deferral Account, the Per Phantom Share
Value as of the close of the Plan Year and the value of each Deferral Account as
of the last day of the Plan Year just ended.

      4.4   Accounting Device Only. A Participating Executive's Deferral
Accounts shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participating Executive under
this Plan. A Participating Executive's Deferral Account shall not constitute or
be treated as a trust fund of any kind or give any Participating Executive any
right to any of the assets of the Company other than as a general creditor of
the Company.

5.    Payment of Benefits.

      5.1   Commencement of Benefits. The payment of the value of a
Participating Executive's Deferral Account shall commence on the dates set forth
below (the "Commencement Date"):

            5.1.1 Except as provided below with respect to a Termination of
      Employment under Section 5.1.2, the value of a Participating Executive's
      Deferral Account will be distributed commencing on the first day of the
      first month which is at least forty-five (45) days after the last day of
      the Participating Executive's Deferral Period (including extensions
      pursuant to Section 5.2) with respect to the Deferral Account.

                                       5
<PAGE>

            5.1.2 The value of all of a Participating Executive's Deferral
      Accounts may at the sole discretion of the Company be distributed to the
      Participating Executive beginning on the date which is the first day of
      the first month beginning at least forty-five (45) days after the
      Participating Executive's Termination of Employment.

            5.1.3 Notwithstanding the foregoing, the payment of benefits with
      respect to any Deferral Account which is payable to the Participating
      Executive's estate need not commence until the date which is (a) thirty
      (30) days after the date on which the Company is notified of the
      appointment of an executor or personal representative for such estate or
      (b) nine (9) months after the Participating Executive's death, whichever
      is earlier.

      5.2   Extension of Deferral Period. Prior to the Commencement Date, the
Company, in its sole discretion, and the Participating Executive may agree to
extend the Deferral Period with respect to any Deferral Account in which event
the Deferral Account shall not be converted to a value but shall continue to
consist of Phantom Shares until the end of the Deferral Period as extended. Any
such extension must be in writing and executed prior to the Commencement Date.

      5.3   Form of Payment.

            5.3.1 Normal Form. The payment of any Deferral Account balance shall
      be made in the form and in the manner specified in the Participating
      Executive's Election Form with respect to such Deferral Account. The
      unpaid balance shall bear interest at the Declared Rate in effect from
      time to time during the Payout Period. Accrued interest shall be due and
      payable at the same time as each payment of the Deferral Account is paid.

            5.3.2 Alternative Forms. After the Election Form is filed, the
      Company may, in its sole discretion and upon the Participating Executive's
      request, permit the Participating Executive to change the form of benefit
      payment.

            5.3.3 Form of Request. A request to the Company under Section 5.3.2
      must be made in writing to the Company.

      5.4   Recipients of Payments.

            5.4.1 Participant. All benefits payable pursuant to this Plan shall
      be made to the Participating Executive, if living.

            5.4.2 Survivorship Benefits. If a Participating Executive dies prior
      to receiving all benefits payable under this Plan, which the Participating
      Executive would have received, but for his death, all payments made under
      the Plan after the Participating Executive's death shall be paid to the
      Participating Executive's Primary Beneficiary or Beneficiaries. If all of
      the Primary Beneficiaries die before the Participating Executive or before
      receiving all the payments due to such Primary Beneficiary pursuant to
      this Plan, then the remaining payments shall be paid to the Secondary
      Beneficiary designated by the Participating Executive and, if none, to the
      legal representatives of the Participating Executive's estate. If a
      Participating Executive has not designated a Primary Beneficiary or
      Secondary Beneficiary, the

                                       6
<PAGE>

      Beneficiary shall be deemed to be the Participating Executive's estate. In
      the case of multiple Primary Beneficiaries, on the death of one such
      Primary Beneficiary the payment of which would otherwise be paid to such
      Primary Beneficiary but for the Primary Beneficiary's death shall be paid
      to the other Primary Beneficiaries unless the Participating Executive's
      Election Form provides for a different disposition.

            5.4.3 Beneficiary Designations. The Participating Executive shall
      designate one or more Primary or Secondary Beneficiaries by filing a
      written notice of such designation with the Company. The Participating
      Executive may revoke or modify said designation at any time by a further
      written designation. However, no such designation, revocation or
      modification shall be effective unless executed by the Participating
      Executive and accepted by the Company during the Participating Executive's
      lifetime. The Participating Executive's beneficiary designation shall be
      deemed automatically revoked as to a Beneficiary in the event of (i) the
      death of the beneficiary prior to the Participating Executive's death, or
      (ii) if the beneficiary is the Participating Executive's spouse, in the
      event of dissolution of marriage.

            5.4.4 Facility of Payment. If a benefit is payable to a minor or
      person declared incompetent or to a person incapable of handling the
      disposition of his or her property, the Company may pay such benefit to
      the guardian, legal representative or person having the care or custody of
      such minor, incompetent or person. The Company may require proof of
      incompetency, minority or guardianship, as it may deem appropriate prior
      to distribution of the benefit. Such distribution shall completely
      discharge the Company from all liability with respect to such benefit.

            5.4.5 QDROs. The Company, in its sole discretion, may recognize a
      court order in the event of a divorce if such order would constitute a
      qualified domestic relations order if the Plan were a qualified plan under
      Section 401 of the Internal Revenue Code of 1984 as amended.

      5.5   Hardship Distribution. Upon a finding by the Company that the
Participating Executive has suffered an unforeseen financial emergency, in its
sole discretion the Company may do the following:

            5.5.1 Incomplete Deferrals. If the Participating Executive has not
      completely deferred the amount specified for the Plan Year, the Company
      may release the Participating Executive from his or her obligation to make
      further deferrals. After releasing the Participating Executive from
      further deferrals, the Company shall adjust such Deferral Account as if
      the date of the release were a Determination Date. The Participating
      Executive may request that the Company, in its sole discretion, permit the
      Participating Executive to remain a Participating Executive in the Plan.
      If the Participating Executive makes no such request, or if the Company
      denies the request, the Company shall then distribute to the Participating
      Executive an amount equal to the balance of the Deferral Account.

            5.5.2 Form of Distribution. The Company, in its sole discretion,
      shall determine the form of any distribution under this Section 5.5.

                                       7
<PAGE>

            5.5.3 Waiver of Benefits. The Participating Executive, and the
      Participating Executive's spouse and beneficiary waive all rights under
      this Plan with respect to amounts distributed to the Participating
      Executive under this Section. The Participating Executive shall have no
      right to make-up any amount distributed or transferred under this Section
      5.5.

            5.5.4 Financial Emergency. Financial emergency means a financial
      need resulting from a serious personal or family emergency beyond the
      control of the Participating Executive, such as an act of God, an adverse
      business or financial transaction, divorce, serious illness or accident,
      or death in the family.

6.    Administration and Interpretation of the Plan. The Board or its designee
shall administer and interpret the Plan. The Board's or its designee's
interpretation shall be final and binding upon the Participating Executives and
their beneficiaries. The Board or its designee may adopt rules and regulations
relating to the Plan as it may deem necessary or advisable for the
administration of the Plan.

7.    Miscellaneous Provisions.

      7.1   Unsecured Rights. The rights of the Participating Executive, or his
or her beneficiary or estate, to benefits under the Plan shall be solely those
of an unsecured creditor of the Company. Any insurance policy on the life of a
Participating Executive, annuity contract or other assets acquired by or held by
the Company shall not be deemed to be held under any trust for the benefit of
the Participating Executive or for his or her beneficiary or estate, or to be
security for the performance of the obligations of the Company but shall be, and
remain, a general, unpledged, and unrestricted asset of the Company.

      7.2   Assignment of Benefits. Neither the Participating Executive nor any
beneficiary under the Plan shall have any right to assign, transfer, pledge, or
otherwise encumber his/her right to receive any benefits hereunder (or agree to
do any of the foregoing), and any attempted assignment, transfer, pledge, or
other encumbrance (and any agreement to do) shall be null and void and of no
force or effect on the Company and the Company shall have no liability for not
recognizing any such assignment, transfer, pledge or other encumbrance or an
agreement to do so.

      7.3   Taxes. The Company shall deduct from all payments made hereunder all
applicable federal or state taxes required by law to be withheld from such
payments, if any.

      7.4   Amendment and Termination.

            7.4.1 The Board may, at any time, amend, suspend or terminate the
      Plan, provided that the Board may not reduce or modify any benefit payable
      to a Participating Executive based on deferrals already made, without the
      prior consent of the Participating Executive.

            7.4.2 If the Plan is terminated, any remaining deferrals under an
      Election Form shall not be made, and the amount in each Participating
      Executive's Deferral Account shall be payable either in a single lump-sum
      payment within sixty (60) days of the date the Plan is terminated, or in
      thirty-six (36) equal monthly installments commencing within sixty (60)
      days of the date the Plan is terminated, as determined by the Company in
      its sole discretion.

                                       8
<PAGE>

      If the Company determines to pay the amount in the Deferral Account over
      thirty-six (36) months, such amount shall be credited with interest
      compounded annually at the Declared Rate.

            7.4.3 Notwithstanding any provision herein to the contrary, the
      Company may, in its sole discretion, amend the Plan to comply with any
      provision of the Internal Revenue Code of 1984 as amended, even if such
      amendment has retroactive effect.

      7.5   Construction. The Plan shall be construed according to the laws of
the State of Minnesota without regard to such State's conflict of law rules
except to the extent that those laws are pre-empted by the laws of the United
States of America.

      7.6   Form of Communication. Any election, application, claim, notice or
other communication required or permitted to be made by a Participating
Executive to the Company shall be made in writing and in such form as the
Company shall prescribe. Such communication shall be effective upon mailing, if
sent by first class mail, postage pre-paid, and addressed to the Company's main
office.

      7.7   Captions. The captions at the head of the Sections of this Plan are
designed for convenience of reference only and are not to be resorted to for the
purpose of interpreting any provision of this Plan.

      7.8   Severability. The invalidity of any portion of this Plan shall not
invalidate the remainder thereof, and said remainder shall continue in full
force and effect.

      7.9   Claims and Review Procedure.

            7.9.1 Claims Procedure. If the Participating Executive or the
      Participant's beneficiary (hereinafter referred to as a "Claimant") is
      denied all or a portion of an expected benefit under this Plan for any
      reason, he or she may file a claim with the Company. The Company shall
      notify the Claimant within ninety (90) days of allowance or denial of the
      claim, unless the Claimant receives written notice from the Company prior
      to the end of the ninety (90)-day period stating that special
      circumstances require an extension of the time for decision for an
      additional period not to exceed ninety (90) days. The notice of the
      Company's decision shall be in writing, sent by mail to the Claimant's
      last known address, and, if a denial of the claim, must contain the
      following information:

                  7.9.1.1 the specific reasons for the denial;

                  7.9.1.2 specific reference to pertinent provisions of the Plan
            on which the denial is based; and

                  7.9.1.3 if applicable, a description of any additional
            information or material necessary to perfect the claim, an
            explanation of why such information or material is necessary, and an
            explanation of the claims review procedure.

                                       9
<PAGE>

            7.9.2 Review Procedure. A Claimant is entitled to request a review
      of any claim denial. The request for review must be submitted in writing
      within sixty (60) days of mailing of notice of the denial. The Company
      shall afford the Claimant or his or her representative the opportunity to
      review all pertinent documents and submit issues and comments in writing,
      and may, in its sole discretion, conduct one or more hearings on a request
      for review of a denied claim. The Company shall render a review decision
      in writing within sixty (60) days after receipt of a request for a review,
      provided that the Company may, in special circumstances (such as the
      necessity of holding a hearing), extend the time for decision by not more
      than sixty (60) days upon written notice to the Claimant. The Claimant
      shall receive written notice of the Company's review decision, together
      with specific reasons for the decision and reference to the pertinent
      provisions of the Plan.

            7.9.3 Arbitration. If a Claimant should disagree with any provision
      of this Plan or any decision under Section 7.9.2, the dispute shall be
      arbitrated in Minneapolis, Minnesota, under the rules of the American
      Arbitration Association except as provided herein but only after the
      Claimant shall have materially complied with the requirement of Sections
      7.9.1 and 7.9.2. The decision of the arbitrators shall be final and
      binding. Each dispute shall be heard by a panel of not less than three,
      one of which one shall be a lawyer. The arbitrators shall allow for
      reasonable discovery.

      7.10  Binding Agreement. The provisions of this Plan shall be binding upon
the Participating Executive, his or her heirs, personal representatives and
beneficiaries, and upon the Company, its successors and assigns.

      IN WITNESS WHEREOF, and pursuant to a resolution of the Board of Directors
of the Company, the Company has caused this document to be executed by its duly
authorized officer effective as of the date of this Plan.

                                      FAMOUS DAVE'S OF AMERICA, INC.

                                      By  /s/ David Goronkin
                                         ---------------------------------------
                                         David Goronkin, Chief Executive Officer

                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>c85200exv31w1.txt
<DESCRIPTION>CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

                                                                   EXHIBIT 31.1

                                 CERTIFICATIONS

I, David Goronkin, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of Famous
                  Dave's of America, Inc.;

         2.       Based on my knowledge, this quarterly report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  quarterly report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this quarterly report,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  registrant as of, and for, the periods presented in this
                  quarterly report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and we have:

                  a)       designed such disclosure controls and procedures, or
                           caused such disclosure controls and procedures to be
                           designated under our system, to ensure that material
                           information relating to the registrant, including its
                           consolidated subsidiaries, is made known to us by
                           others within those entities, particularly during the
                           period in which this quarterly report is being
                           prepared;

                  b)       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures and presented in
                           this quarterly report our conclusions about the
                           effectiveness of the disclosure controls and
                           procedures, as of the end of the period covered by
                           this quarterly report based on such evaluation; and

                  c)       disclosed in this quarterly report any changes in the
                           registrant's internal control over financial
                           reporting that occurred during the registrant's first
                           quarter that has materially affected, or is
                           reasonably likely to materially affect, the
                           registrant's internal control over financial
                           reporting; and

         5.       The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of registrant's board of directors (or
                  persons performing the equivalent function):

                  a)       all significant deficiencies and material weaknesses
                           in the design or operation of internal control over
                           financial reporting which are reasonably likely to
                           adversely affect the registrant's ability to record,
                           process, summarize and report financial information;
                           and

                  b)       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal control over
                           financial reporting.



Dated: May 11, 2004                    /s/ David Goronkin
                                       ----------------------------------------
                                       David Goronkin
                                       President and Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>c85200exv31w2.txt
<DESCRIPTION>CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

                                                                   EXHIBIT 31.2

I, Diana Garvis Purcel, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of Famous
                  Dave's of America, Inc.;

         2.       Based on my knowledge, this quarterly report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  quarterly report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this quarterly report,
                  fairly present in all material respects the financial
                  condition, results of operations and cash flows of the
                  registrant as of, and for, the periods presented in this
                  quarterly report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and we have:

                  a)       designed such disclosure controls and procedures, or
                           caused such disclosure controls and procedures to be
                           designated under our system, to ensure that material
                           information relating to the registrant, including its
                           consolidated subsidiaries, is made known to us by
                           others within those entities, particularly during the
                           period in which this quarterly report is being
                           prepared;

                  b)       evaluated the effectiveness of the registrant's
                           disclosure controls and procedures and presented in
                           this quarterly report our conclusions about the
                           effectiveness of the disclosure controls and
                           procedures, as of the end of the period covered by
                           this quarterly report based on such evaluation; and

                  c)       disclosed in this quarterly report any changes in the
                           registrant's internal control over financial
                           reporting that occurred during the registrant's first
                           quarter that has materially affected, or is
                           reasonably likely to materially affect, the
                           registrant's internal control over financial
                           reporting; and

         5.       The registrant's other certifying officers and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of registrant's board of directors (or
                  persons performing the equivalent function):

                  d)       all significant deficiencies and material weaknesses
                           in the design or operation of internal control over
                           financial reporting which are reasonably likely to
                           adversely affect the registrant's ability to record,
                           process, summarize and report financial information;
                           and

                  e)       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal control over
                           financial reporting.



Dated: May 11, 2004                    /s/ Diana Garvis Purcel
                                       ----------------------------------------
                                       Diana Garvis Purcel
                                       Vice President, Chief Financial Officer
                                       and Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>c85200exv32w1.txt
<DESCRIPTION>CERTIFICATIONS OF CEO AND CFO
<TEXT>
<PAGE>

                                                                   EXHIBIT 32.1

                    CERTIFICATION PURSUANT TO 18 U.S.C. 1350
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, each of the undersigned officers of Famous Dave's of
America, Inc. does hereby certify that:

         a)       the Quarterly Report on Form 10-Q of Famous Dave's of America,
                  Inc. for the quarter ended March 28, 2004 (the "Report") fully
                  complies with the requirements of Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934; and

         b)       information contained in the Report fairly presents, in all
                  material respects, the financial condition and results of
                  operations of Famous Dave's of America, Inc.



Dated: May 11, 2004                    /s/ David Goronkin
                                       ----------------------------------------
                                       David Goronkin
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)



Dated: May 11, 2004                    /s/ Diana Garvis Purcel
                                       ----------------------------------------
                                       Diana Garvis Purcel
                                       Vice President, Chief Financial Officer
                                       and Secretary (Principal Financial and
                                       Accounting Officer)

</TEXT>
</DOCUMENT>
</SUBMISSION>
