NATHANS FAMOUS, INC. — Director's Dealing 2007

Dec 31, 2007

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2007-12-28

Reporting Person: Steel Partners II Master Fund L.P. (10% Owner)
Reporting Person: Steel Partners LLC (10% Owner)
Reporting Person: STEEL PARTNERS II GP LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 Par Value	1018200	Indirect

Footnotes

F1: This Form 3 is being filed due to a reorganization of Steel Partners II, L.P. ("Steel Partners II") and its affiliates, as a result of which Steel Partners II GP LLC ("Steel GP LLC"), Steel Partners II Master Fund L.P. ("Steel Master") and Steel Partners LLC ("Partners LLC") may now be deemed to beneficially own securities of the Issuer owned by Steel Partners II. The securities reported in this Form 3 are owned directly by Steel Partners II, and owned indirectly by Steel GP LLC by virtue of it being the general partner of Steel Partners II, by Steel Master by virtue of it being the sole limited partner of Steel Partners II and by Partners LLC by virtue of it being the investment manager of Steel Partners II. The securities reported in this Form 3 continue to be owned indirectly by Warren Lichtenstein who previously jointly filed with Steel Partners II Section 16 filings with respect to securities of the Issuer owned directly by Steel Partners II.

F2: Steel GP LLC, Steel Master and Partners LLC disclaim beneficial ownership of the securities owned by Steel Partners II except to the extent of their pecuniary interest therein.