SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No.2)

                [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.)
of 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.





                                   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 Director
- --------------------------
Wayne Norbitz

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

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

- --------------------------
Barry Leistner                 Director

   
/s/ ATILLIO F. PETROCELLI
- --------------------------
Atillio F. Petrocelli          Director

- --------------------------
Jeffrey A. Lichtenberg         Director