content_image/37610.jpg
Board of Directors and Shareholders Nathan’s Famous, Inc. and Subsidiaries 

We have audited the accompanying consolidated balance sheets of Nathan’s Famous, Inc. (a Delaware Corporation) and subsidiaries (the “Company”) as of March 28, 2004 and March 30, 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for the fifty-two weeks ended March 28, 2004 and March 30, 2003 and the fifty-three weeks ended March 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 

evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nathan’s Famous, Inc. and subsidiaries as of March 28, 2004 and March 30, 2003, and the consolidated results of their oper- ations and their consolidated cash flows for the fifty-two weeks ended March 28, 2004 and March 30, 2003 and the fifty-three weeks ended March 31, 2002 in conformity with accounting principles generally accepted in the United States of America. 

<img src='content_image/37610.jpg'>

Melville, New York May 26, 2004 

