SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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


                         Date of Report: August 5, 2005
                        (Date of earliest event reported)


                              NATHAN'S FAMOUS, INC.
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             (Exact Name of Registrant as Specified in its Charter)



     Delaware                       1-3189                     11-3166443
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(State of Incorporation)          (Commission               (I.R.S. Employer
                                  File Number)             Identification No.)


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


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


                                       N/A
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         (Former name or former address, if changed since last report.)







ITEM 5.05.    AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A 
PROVISION OF THE CODE OF ETHICS.

     (a) On August 5, 2005, the Board of Directors of the Registrant  adopted an
amended Code of Business Conduct that more fully  incorporates the provisions of
its code of ethics for its senior  management into its Code of Business  Conduct
that applies to all of the Registrant's employees.

     A copy of the revised Code of Business  Conduct is attached as exhibit 14.1
hereto.


ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

              Exhibit           Description
              -------           -----------

     (c)      14.1              Nathan's Famous, Inc. Code of Business Conduct




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

                                    NATHAN'S FAMOUS, INC.


                                    By: /s/Ronald DeVos
                                        ---------------------------------------
                                    Ronald DeVos
                                    Vice-President Finance
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




Dated:   August 5, 2005