NATHAN'S FAMOUS, INC.

                            CODE OF BUSINESS CONDUCT















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Dear Fellow Employee:



     We believe  that you should know the  Company's  position  on basic  legal,

ethical,  and social  issues that affect the way we conduct our  business.  This

booklet sets forth our basic  standards and rules,  and is intended to formalize

the Company's existing ethical and procedural guidelines, and provide you with a

readily accessible tool to help assure compliance.



     Company's  Code of Business  Conduct has been designed to deter  wrongdoing

and to promote:



o    Honest and ethical  conduct,  including  the ethical  handling of actual or

     apparent   conflicts  of  interest   between   personal  and   professional

     relationships.



o    Full, fair, accurate,  timely and understandable  disclosure in reports and

     documents that Nathan's files with, or submits to, government  agencies and

     in other public  communications.



o    Protecting  Nathan's  confidential and proprietary  information and that of

     our  customers' and vendors'.



o    Compliance with applicable governmental laws, rules and regulations.



o    The prompt internal  reporting of violations of this Code.



o    Accountability for adherence to this Code.



     You are expected to read the Code and become  familiar  with its  contents.

All  employees  must abide by the Code,  and maintain  the highest  standards of

personal and  professional  conduct in the  performance  of any and all business

activities.





                                            Sincerely,



                                            Wayne Norbitz

                                            President







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                                                                           14.1



I.       INTRODUCTION



         A.       Code of Business Conduct



     The Company's  Code of Business  Conduct (the "Code") is a statement of the

Company's  policies and  procedures  for  conducting its business in a legal and

ethical  manner.  It has been issued to all  employees  in order to reaffirm the

Company's   existing   policies  relating  to  ethical  standards  and  business

practices.



     The Code includes provisions from existing corporate policies to provide an

accessible  reference for all employees.  Certain  corporate  policies set forth

more detailed information on subjects covered by the Code.



     All policies and  procedures  in the Code apply to all employees and agents

of the Company,  its  subsidiaries,  divisions and affiliates  (collectively the

"Company"), whether operating inside or outside of the United States. References

to employees in the Code also include agents.



     The Company  expects  you,  and all its other  employees,  to observe  high

ethical standards in the performance of your respective  duties,  and to observe

all laws and regulations  governing  business  transactions  and practices.  The

Company expects you to act in good faith, responsibly, with due care, competence

and diligence,  without  misrepresenting  or omitting material facts or allowing

your independent  judgment to be compromised or subordinated and to pro-actively

promote ethical behavior among your subordinates and peers. The Company's policy

is to prevent  the  occurrence  of illegal or  unethical  behavior,  to halt any

illegal or  unethical  behavior  that may occur as soon as  reasonably  possible

after its  discovery,  and to discipline  those who violate the Code,  including

individuals  responsible  for the failure to  exercise  proper  supervision  and

oversight  to detect  and report a  violation  by their  subordinate  employees.

Discipline may, when appropriate, include termination.



         B.       Guidance and Interpretation



     Government  regulation of business activities continues to increase,  which

results in more complex laws, regulations and procedures.  Accordingly, whenever

the  legality  or  propriety  of any  proposed  course of conduct  which you are

involved in is subject to question,  it is incumbent  upon you to obtain  advice

concerning  these  policies  from the  person  to whom  you  report,  and,  when

appropriate, to request advice from the Company's General Counsel. If you have a

question  regarding the  applicability or  interpretation of the Code you should

utilize the procedures specified in the section entitled  "IMPLEMENTATION OF THE

CODE".



     THE CODE IS NOT A CONTRACT,  AND IS NOT INTENDED TO CREATE ANY  CONTRACTUAL

OBLIGATIONS ON THE PART OF THE COMPANY OR ITS  SUBSIDIARIES  OR AFFILIATES.  THE

CODE ALSO DOES NOT ALTER THE EXISTING AT-WILL  EMPLOYMENT  RELATIONSHIP  BETWEEN

THE COMPANY AND YOU.



                                                                               1

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II.      COMPLIANCE WITH THE LAW



     As an employee of the Company,  you are required to comply with  applicable

laws, rules and regulations for federal, state, and local governments applicable

to the  Company,  and with the rules  and  regulations  of  private  and  public

regulatory agencies having jurisdiction over the Company, as well as the highest

standards of business  ethics and conduct in every  country in which the Company

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