SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No.1)

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 1996
                                       or
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                           Commission File No. 1-3189

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

            Delaware                                 11-3166443
- -----------------------------------      ------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

           Securities registered pursuant to Section 12(b) of the Act:

  Title of Class                   Name of Each Exchange on which Registered
  --------------                   -----------------------------------------
     None                                           None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock - par value $.01
                          ------------------------------      
                                (Title of Class)

     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 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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [ ].

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of June 19, 1996 was approximately $15,347,202.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date. As of June 19, 1996,
there  were  4,722,216  shares  of  Common  Stock,  par  value  $.01  per  share
outstanding.

     Documents incorporated by reference: None.




Item 3.  Legal Proceedings

     The  Company  is  from  time to  time  involved  in  ordinary  and  routine
litigation. The Company is also involved in the following litigation.

     The Company has been named as one of several  "generator  defendants" in an
action  brought  by  CSX  Transportation,  Inc.  ("CSX")  and  Staten  Island  -
Arlington,  Inc.  ("Arlington")  in the Supreme  Court of the State of New York,
County of New York.

     According  to the  complaint,  CSX,  through its wholly  owned  subsidiary,
Arlington, owned certain property in Staten Island (the "Arlington Yard") which,
during the period from May 15, 1988 through  September  14, 1988 was the site of
illegal solid waste dumping activity  allegedly  orchestrated by certain persons
convicted of such activity in a prior criminal proceeding.

     Pursuant to an Order on Consent  into which CSX alleges it entered with the
New York State Department of Environmental  Conservation  ("DEC"), CSX undertook
to  remediate  the  site  and to  reimburse  the DEC  for  amounts  expended  in
connection  with a  preliminary  investigation  of the  site.  CSX is now  suing
several  "transporter  defendants" (i.e., those defendants who transported solid
waste to Arlington Yard) and "generator  defendants"  (ie.,  those who allegedly
had wastes  generated by them  transported to Arlington  Yard),  for damages and
injunctive  relief based upon  various  theories of law,  including  private and
public nuisance, restitution, equitable indemnity and trespass.

     The  Company  has  filed an  answer in which it has  denied  generally  any
involvement with the site and, perforce,  any liability to the plaintiffs or any
of the other defendants.  Additionally,  the Company has asserted  affirmatively
several legal and equitable defenses to liability in these  circumstances,  and,
alternatively,  interposed  cross  claims  for  contribution  against  the other
defendants. A Special Master has been appointed to oversee discovery.

     In or about  December,  1996,  Nathan's Famous  Systems,  Inc.  ("Systems")
instituted an action in the Supreme Court of New York,  Nassau  County,  against
Phylli Foods, Inc., ("Foods") a franchisee,  and Calvin Danzig as a guarantor of
Foods'  payment  and  performance  obligations,  to  recover  royalty  fees  and
advertising  contributions  due to Systems in the aggregate amount of $35,567.20
under a Franchise Agreement between Systems and Foods dated June 1, 1994.

     In their  answer,  the  defendants  essentially  have  denied the  material
allegations of the complaint and  interposed  counterclaims  against  Systems in
which they allege essentially that Systems  fraudulently  induced the defendants
to  purchase  the  franchise  from  Systems  or did  so by  means  of  negligent
misrepresentations.  Defendants  are  also  alleging  that  reason  of  Systems'
allegedly  fraudulent  and  deceitful  conduct,  Systems  violated  the  General
Business Law of New York. As a consequence of the foregoing,  the defendants are
seeking damages in excess of five million  dollars,  as well as statutory relief
under the General Business Law.

     In or about December,  1996, the Company  instituted an action in the Civil
Court of the City of New York,  Bronx  County,  against Bay Plaza  Famous,  Inc.
("Bay Plaza"),  as franchisee,  and Daniel  Rapoport  ("Rapoport")  and Theodore
Wenacur as a guarantors of Bay Plaza's payment and performance  obligations,  to
recover  royalty fees and  advertising  contributions  due to the Company in the
aggregate amount of $24,672.09 under a Franchise Agreement between Bay Plaza and
the Company dated November 20, 1989.

     In their  answer,  Bay Plaza  and  Rapoport  essentially  have  denied  the
material allegations of the complaint and interposed  counterclaims  against the
Company in which they allege essentially that the Company  fraudulently  induced
the  defendants to purchase the franchise from the Company or did so by means of
negligent  misrepresentations.  Bay Plaza and Rapoport are also alleging that by
reason of the Company's allegedly  fraudulent and deceitful conduct, the Company
violated  the  General  Business  Law  of  New  York.  As a  consequence  of the
foregoing,  the defendants are seeking damages in excess of 5.5 million dollars,
as well as statutory relief under the General Business Law.




     On April 7, 1995,  an action  entitled  Erwin  Protter,  et al. v. Nathan's
Famous Systems,  Inc., et al. was instituted in the United States District Court
for the Eastern  District of New York against a wholly owned  subsidiary  of the
Company and several of the Company's current or former executive  officers.  The
complaint  relating to this action alleges that this subsidiary and such persons
made misstatements in connection with the acquisition by the plaintiffs of three
(3) franchised  restaurants.  This complaint seeks approximately  $13,000,000 in
damages, plus punitive and treble damages, to the extent appropriate. On October
21, 1995, the original  complaint was dismissed as inadequately  pleaded and the
plaintiffs were granted leave to file an amended  complaint.  Plaintiffs did so,
and defendants  again moved to dismiss it on several  grounds.  On May 10, 1996,
the Court  granted the motion to dismiss,  finding that  plaintiff had failed to
plead violations of the RICO statute,  which was the predicate for federal court
jurisdiction.  The Court  accordingly  dismissed  the complaint in its entirety,
refusing to assume  jurisdiction  over the remaining state court claims.  On May
31, 1996,  plaintiffs  commenced an action in the Supreme  Court of the State of
New  York,  Nassau  County,  alleging  violations  of the  common  law and state
franchise  laws.  The  Company's  time to respond to the  complaint  has not yet
expired.  However,  the Company  denies any  wrongdoing  and intends to deny the
material  allegations of the complaint,  assert several defenses and defend this
action vigorously.

     On February 28, 1995, an action entitled Textron  Financial  Corporation v.
1045 Rush Street  Associates,  Stephen  Anfang,  and Nathan's  Famous,  Inc. was
instituted  in the Circuit  Court of Cook County,  Illinois  County  Department,
Chancery  Division.   The  complaint  alleges  that  the  Company  conspired  to
perpetrate a fraud upon the plaintiff and alleges that the Company  breached its
lease with 1045 Rush Street Associates and the estoppel  agreement  delivered to
the  plaintiff  in  connection   therewith  by  subleasing  these  premises  and
thereafter assigning the lease with respect thereto to a third party franchisee,
and further by failing to pay rent under this lease on and after July 1990. This
complaint  seeks damages in the amount of at least  $1,500,000.  The Company has
filed its answer to this  complaint  denying  the  material  allegations  of the
complaint and asserting several affirmative defenses to liability including, but
not limited to, the absence initially or subsequent failure of consideration for
the estoppel  agreement,  equitable estoppel,  release,  failure to mitigate and
other  equitable and legal  defenses.  The Company intends to defend this action
vigorously.



Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K

  (3) Exhibits

     Certain of the  following  exhibits (as  indicated in the  footnotes to the
list),  were  previously  filed as  exhibits  to other  reports or  registration
statements filed by the Registrant under the Securities Act of 1993 or under the
Securities Exchange Act of 1934 and are herein incorporated by reference.

Exhibit
  No.                             Exhibit
- -------                           -------
  3.1   Certificate of Incorporation of the Company.(Incorporated by reference 
        to Exhibit 3.1 to Registration Statement on Form S-1 No. 33-56976.)
  3.2   Amendment to the Certificate of Incorporation, filed  December 15, 1992.
        (Incorporated by reference to Exhibit 3.2 to Registration Statement 
        on Form S-1 No. 33-56976.)
  3.3   By-Laws of the Company. (Incorporated by reference to Exhibit 3.3 to 
        Registration Statement on Form S-1 No. 33-56976.)
  3.4   Amendment to By-Laws of the Company (Incorporated by reference to 
        Exhibit 3.4 to the Annual Report on form 10-K for the year ended 
        March 26, 1995.)
  4.1   Specimen Stock Certificate.(Incorporated by reference to Exhibit 4.1 to 
        Registration Statement on Form S-1 No. 33-56976.)
  4.2   Form of Warrant issued to Ladenburg, Thalmann & Co., Inc. 
        (Incorporated by reference to Exhibit 4.2 to Registration Statement on 
        Form S-1 No. 33-56976.)
  4.3   Form of Warrant issued to Howard M. Lorber. (Incorporated by reference 
        to Exhibit 4.3 to the Annual Report filed on form 10-K for the fiscal 
        year ended March 27, 1994.)
  4.4   Amendment to Warrant issued to Howard M. Lorber
  4.5   Specimen Rights Certificate (Incorporated by reference to Exhibit 4 to 
        the Current Report on form 8-K dated July 14, 1995.)
 10.1   Employment Agreement between the Company and Wayne Norbitz, dated  
        December 28, 1992. (Incorporated by reference to Exhibit 10.1 to 
        Registration Statement on Form S-1 No. 33-56976.)
 10.2   Leases for premises at Coney Island, New York, as  follows: 
        (Incorporated by reference to Exhibit 10.3 to Registration Statement 
        on Form S-1 No. 33-56976.)
        a)  Lease, dated November 22, 1967, between Nathan's Realty  Associates
            and  the Company.
        b)  Lease, dated November 22, 1967, between Ida's Realty Associates and 
            the Company.
        c)  Lease, dated November 17, 1967, between Ida's Realty Associates and
            the Company.



 10.3   Leases for the premises at Yonkers, New York, as  follows:  
        (Incorporated by reference to Exhibit 10.4 to Registration Statement on 
        Form S-1 No. 33-56976.)
        a)  Lease Modification of Land and Building Lease between the Yonkers  
            Corp. and the Company, dated November 19, 1980;
        b)  Lease Modification of Land and Building Lease  between 787 Central 
            Park Avenue, Inc., and the Company dated May 1, 1980.
 10.4  Lease between the Company and NWCM Corp. for premises at Oceanside, New  
       York, dated March 14, 1975. (Incorporated by reference to Exhibit 10.5 
       to Registration Statement on Form S-1 No. 33-56976.)
 10.5  1992 Stock Option Plan of the Company, as amended. (Incorporated by 
       reference to Exhibit 10.8 to Registration Statement on Form S-8 No. 
       33-93396.)
 10.6  Area Development Agreement between the Company and Marriott Corporation,
       dated February 19, 1993. (Incorporated by reference to Exhibit 10.9(a) 
       to the Annual Report on Form 10-K for the fiscal year ended March 28, 
       1993.)
 10.7  Area Development Agreement between the Company and Premiere Foods, dated 
       September 11, 1990. (Incorporated by reference to Exhibit 10.10 to 
       Registration Statement on Form S-1 No. 33-56976.)
 10.8  Area Development Agreement between the Company and  Caldor, Inc. dated 
       March 31, 1992. (Incorporated by reference to Exhibit 10.11 to 
       Registration Statement on Form S-1 No. 33-56976.)
 10.9  Form of Standard Franchise Agreement. (Incorporated by reference to 
       Exhibit 10.12 to Registration Statement on Form S-1 No. 33-56976.)
 10.10 The Company's 401K Plan and Trust. (Incorporated by reference to Exhibit 
       10.5 to Registration Statement on Form S-1 No. 33-56976.)
 10.11 Settlement Agreement between the Company and Blackwell Estates, Inc. and 
       Ellen Investors Corp. relating to the 42nd Street urban development 
       condemnation award. (Incorporated by reference to Exhibit 10.16  to 
       Registration Statement on Form S-1 No. 33-56976.)
 10.12 Restricted Stock Grant letter to Mr. Norbitz. (Incorporated by reference 
       to Exhibit 10.17 to Registration Statement on Form S-1 No. 33-56976.)
 10.13 Agreement  dated January 11, 1993,  between the Company and Nathan's
       Famous Associates. (Incorporated by reference to Exhibit 10.18 to 
       Registration Statement on Form S-1 No. 33-56976.)
 10.14 Amendment dated November 8, 1993, to the Employment Agreement, dated 
       December 28, 1992, between the Company and Wayne Norbitz. (Incorporated 
       by reference to Exhibit 10.19 to the Annual Report filed on form 10-K 
       for the fiscal year ended March 27, 1994.)
 10.15 Employment Agreement between the Company and Howard M. Lorber dated 
       November 8, 1993.  (Incorporated by reference to Exhibit 10.20 to the 
       Annual Report filed on form 10-K for the fiscal year ended March 27, 
       1994.)
 10.16 Amendment dated January 26, 1996, to the Employment Agreement, dated 
       November 8, 1993, between the Company and Howard M. Lorber.
 10.17 License Agreement dated as of February 28, 1994, among Nathan's Famous   
       Systems, Inc. and SMG, Inc., including amendments and waivers thereto.  
       (Incorporated by reference to Exhibit 10.21 to the Annual Report filed 
       on form 10-K for the fiscal year ended March 27, 1994.)
 10.18 Form of Grid Note from Nathan's Famous Operating  Corp. to Chemical Bank.
 10.19 Outside Director Stock Option Plan. (Incorporated by reference to 
       Exhibit 10.22 to Registration Statement on Form S-8 No. 33-89442.)
 10.20 Home Depot Food Service Lease Agreement. (Incorporated by reference to 
       Exhibit 10.24 to the Annual Report filed on form 10-K for the fiscal year
       ended March 26, 1995.)
 10.21 Form of Rights Agreement dated July 14, 1995 between the Company and 
       American Stock Transfer & Trust Company. (Incorporated by reference to 
       Exhibit 4 to the Current Report filed on form 8-K dated July 14, 1995.)
 21    List of Subsidiaries of the Registrant. (1)
 24.1  Consent of KPMG Peat Marwick LLP. (1)
 24.2  Consent of Arthur Andersen LLP. (2)
- ---------------------------------

(1)  Filed with the Annual Report on form 10-K for the fiscal year ended March 
     31, 1996.  
(2)  Filed with this  amendment  to the  Annual  Report on form 10-K for the
     fiscal year ended March 31, 1996.






                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the  undersigned  thereunto  duly  authorized  on the 21st day of 
March, 1997.

Nathan's Famous, Inc.

/s/ WAYNE NORBITZ
Wayne Norbitz, President and
Chief Operating Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities indicated on the 21st day of March, 1997.



/s/ HOWARD M. LORBER
Howard M. Lorber                 Chairman of the Board and Chief Executive
                                 Officer (Principal Executive Officer)

/s/ WAYNE NORBITZ                President, Chief Operating Officer and 
Wayne Norbitz                    Director   

/s/ RONALD G. DEVOS              Vice President - Finance  and Chief Financial
Ronald G. DeVos                  Officer   (Principal Financial and  Accounting
                                 Officer)

/s/ ROBERT J. EIDE
Robert J. Eide                   Director

___________________________
Barry Leistner                   Director

/s/ JEFFREY A. LICHTENBERG
Jeffrey A. Lichtenberg           Director

___________________________
Atillio F. Petrocelli            Director



                                                  Exhibit 24.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
of our report included in this Form 10-K/A into the Company's  previously  filed
Registration Statement File Nos. 33-89442, 33-72066 and 33-93396.
                                                       
/s/
ARTHUR ANDERSEN LLP
                                   
Roseland, New Jersey
March 20, 1997