Code of Conduct

On March 5, 2008, the Board of Directors of Nathan’s approved certain amendments to Article XVII of its Code of Business Conduct and Ethics, which is the portion of its code of ethics that applies to our principal executive officer, principal financial officer, controller within the meaning of Item 5.05 of Form 8-K (the “Financial Officer Code of Ethics”). The amendments (1) clarified that the Financial Officer Code of Ethics applies to Nathan’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and all other members of Nathan’s Finance Department and (2) added the following language with respect to violations of the Financial Officer Code of Ethics:

“Any officer who violates this Financial Officer Code of Ethics will face appropriate, case-specific disciplinary action, which may include demotion or discharge. If any officer subject to this Financial Officer Code of Ethics has any questions regarding the best course of action in a particular situation, he/she should promptly contact the Company’s legal counsel or the Audit Committee of the Board of Directors. Any officer subject to this Financial Officer Code of Ethics may choose to remain anonymous in reporting any possible violation of this Financial Officer Code of Ethics.”

Click here to view the current Code of Conduct.