NATHANS FAMOUS, INC. — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2006-02-16

Reporting Person: SCHEDLER DONALD P (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-16	Common Stock	M	5076	$3.20	Acquired	7076	Direct
2006-02-16	Common Stock	S	4000	$11.90	Disposed	3076	Direct
2006-02-16	Common Stock	S	600	$11.85	Disposed	2476	Direct
2006-02-16	Common Stock	S	476	$11.81	Disposed	2000	Direct
2006-02-17	Common Stock	M	1000	$3.20	Acquired	3000	Direct
2006-02-17	Common Stock	S	1000	$11.90	Disposed	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-16	2001 Stock Incentive Plan (Right to Buy)	$3.20	M	5076	Disposed	2006-10-30	Common Stock (5076)	Direct
2006-02-17	2001 Stock Incentive Plan (Right to Buy)	$3.20	M	1000	Disposed	2006-10-30	Common Stock (1000)	Direct

Footnotes

F1: Does not include options to purchase 10,000 shares under each of the 1992 Stock Option Plan, the 1998 Stock Option Plan and the 2002 Stock Incentive Plan