SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT


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


                         Date of Report: March 15, 2002
                        (Date of earliest event reported)


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



    New York                        0-03189                        11-3166443
- --------------------------------------------------------------------------------
(State or other                   (Commission                     (IRS Employer
jurisdiction of                   File Number)                    Identification
 incorporation)                                                      Number)


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


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




Item 4.   Changes in Registrant's Certifying Accountant
          ---------------------------------------------

     (a) (1) (i) On March 15, 2002, the  Registrant  dismissed  Arthur  Andersen
LLP, the Registrant's  independent public accountants for the fiscal year ending
March 25, 2001.

     (ii) In connection with the audit for the  Registrant's  fiscal years ended
March 26, 2000 and March 25, 2001 and  through  the date of this  report,  there
were no  disagreements  with Arthur  Andersen  LLP on any matters of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure,  which  disagreements,  if not resolved to their satisfaction,  would
have caused it to make a reference to the subject matter of the  disagreement in
connection with its report.

     (iii) The report of Arthur Andersen LLP for the  Registrant's  fiscal years
ended March 26, 2000 and March 25, 2001 does not contain an adverse opinion or a
disclaimer of opinion,  or a  qualification  or  modification as to uncertainty,
audit scope or accounting principles.

     (iv) The decision to change  accountants  was ratified by the  Registrant's
Audit Committee on March 19, 2002.

     (v) The  Registrant  has not had any  discussions  nor received any written
opinion or oral  advice  from  Arthur  Andersen  LLP during the two most  recent
fiscal  years and any  subsequent  interim  period  with  respect  to either the
application  of  accounting  principles  to  a  specified  transaction,   either
completed or proposed, or as to the type of audit opinion that might be rendered
on the Registrant's consolidated financial statements.

     (2) Effective March 25, 2002, the Registrant  engaged Grant Thornton LLP to
act as its  independent  public  accountants.  Grant Thornton LLP will audit the
Registrant's  consolidated financial statements for the fiscal year ending March
31, 2002.

     During the Registrant's two most recent fiscal years and subsequent interim
period prior to engaging  Grant  Thornton LLP,  neither the  Registrant  nor any
person acting on its behalf  consulted with Grant Thornton LLP regarding  either
(i) the application of accounting principles to a specified transaction,  either
completed  or proposed;  or the type of audit  opinion that might be rendered on
the Registrant's financial statements,  and either a written report was provided
to the Registrant or oral advice was provided that the new accountant  concluded
was an important  factor  considered by the Registrant in reaching a decision as
to the  accounting,  auditing or financial  reporting  issue; or (ii) any matter
that was  either the  subject  of a  disagreement  with the  Registrant's  prior
accountant or a reportable event.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
          ------------------------------------------------------------------

     (c)  Exhibits

          (16) Letter from Arthur  Andersen  LLP  required by Item  304(a)(3) of
               Regulation S-K.






                                   Signatures
                                   ----------

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

                                       NATHAN'S FAMOUS, INC.

                                       /s/ Ronald G. DeVos
                                       ------------------------------------
                                       Ronald G. DeVos
                                       Vice President - Finance

Dated:  March 26, 2002

March 26, 2002


Office of the Chief Accountant
Securities and Exchange Commission 450 Fifth
Street, N.W.
Washington, D.C. 20549




Dear Sir/Madam

We have read the  paragraph of Item 4 included in the Form 8-K/A dated March 15,
2002 of Nathan's  Famous,  Inc.  to be filed with the  Securities  and  Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,

Arthur Andersen LLP



By  /s/ Christopher P. Wright
    -------------------------



cc: Mr. Ronald G. DeVos, CFO, Nathan's Famous, Inc.