SC 13E3/A

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                   SCHEDULE TO
                                 (RULE 14d-100)

                              (Amendment Number 4)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              --------------------
                            JERRY'S FAMOUS DELI, INC.
                        (Name of subject company issuer)

                            JERRY'S FAMOUS DELI, INC.
                        (Name of filing persons, offeror)

                           Common Stock, No par value
                         (Title and Class of Securities)

                            Issac Starkman, Chairman
                            Jerry's Famous Deli, Inc.
                             12711 Ventura Boulevard
                          Studio City, California 91604
                                 (818) 766-8311

   (Name, address and telephone number of person authorized to receive notices
                and communications on behalf of filing persons)

                                    Copy to:

                          Catherine DeBono Holmes, Esq.
                     Jeffer, Mangels, Butler & Marmaro, LLP
                                   10th Floor
                            2121 Avenue of the Stars
                          Los Angeles, California 90067
                                 (310) 203-8080

                            CALCULATION OF FILING FEE
================================================================================
     Transaction Valuation*                      Amount of Filing Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

           $3,975,000                                    $795
================================================================================

*Calculated assuming the purchase of 750,000 shares of the Company's Common
Stock at an offer price of $5.30 per share. The Filing Party previously paid
$636 of this fee.

[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and date of its filing.

Amount Previously Paid:                     $636
                       ---------------------------------------------------------
Filing Party:
              ------------------------------------------------------------------
Form or Registration No.:
                         -------------------------------------------------------
Date Filed:
          ----------------------------------------------------------------------

     [ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

   [ ] third-party tender offer subject to Rule 14d-1.

   [X] issuer tender offer subject to Rule 13e-4.

   [X] going-private transaction subject to Rule 13e-3.

   [ ] amendment to Schedule 13D under Rule 13d-2.

 Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]



                                  SCHEDULE TO

         This Amendment Number 4 supplements the Tender Offer Statement on
Schedule TO and the Transaction Statement on Schedule 13E-3 filed with the
Securities and Exchange Commission on April 27, 2001, including Amendment No. 1
thereto filed with the SEC on May 25, 2001, Amendment No. 2 thereto filed with
the SEC on June 27, 2001 and Amendment No. 3 thereto filed with the SEC on
August 3, 2001(collectively, the "Schedule TO"), relating to the offer by
Jerry's Famous Deli, Inc. (the "Company"), a California corporation, to purchase
up to 750,000 shares of the common stock, no par value, of the Company, at a
price of $5.30 per share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase") dated April 27, 2001, the Supplement to the Offer to
Purchase dated August 3, 2001 and the Supplement to the Offer to Purchase dated
August 17, 2001 (the "Supplement") and the related Letter of Transmittal (the
"Letter of Transmittal") which, together with the Offer to Purchase, as each may
be amended or supplemented from time to time, constitute the "Offer"). This
Amendment Number 4 is being filed on behalf of the Company.

         Capitalized terms used herein and not defined herein have the
respective meanings assigned such terms in the Offer to Purchase and the
Schedule TO.

Item 1.

     The information set forth in the Supplement is incorporated herein by
reference

Item 4.

     The information set forth in the Supplement is incorporated herein by
reference

Item 12.

(a)(1)(J) Supplement to Offer to Purchase, dated August 17, 2001

Item 13.

     The information set forth in the Supplement is incorporated herein by
reference

                                    Signature

         After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certifies as of August 17, 2001 that the information set
forth in this statement is true, complete and correct.


                                   JERRY'S FAMOUS DELI, INC.

                                   By: /s/ Isaac Starkman
                                      ------------------------------------------
                                   Name: Isaac Starkman
                                   Title: Chairman and Chief Executive Officer

EX-99.(A)(1)(J)

                                                               EXHIBIT (a)(1)(J)

                            JERRY'S FAMOUS DELI, INC.

                    SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
                              UP TO 750,000 SHARES
                                 OF COMMON STOCK
                             AT $5.30 NET PER SHARE


    The offer and withdrawl rights will expire at 5:00 p.m., California time,
                on August 31, 2001, unless the offer is extended.

         This Supplement to the Offer to Purchase (this "Supplement") of Jerry's
Famous Deli, Inc., a California corporation (the "Company") is designed to be
read in conjunction with the Company's Offer to Purchase dated April 27, 2001,
as well as the Supplement to the Offer to Purchase dated August 3, 2001, copies
of which have been previously disseminated to the Company's shareholders. Unless
otherwise indicated, capitalized terms set forth in this Supplement have the
same meanings attributed to them in the Offer to Purchase. Except as set forth
in this Supplement, all other terms of the Offering remain the same.

Increase in the Size of the Offering

         The Company has increased the size of the Offer from 600,000 to 750,000
shares of Common Stock. Under the terms of the Offering, in the event the number
of Shares tendered by shareholders during the Offering period exceed the size of
the Offering, the Company is obligated to accept on a pro rata basis Shares
tendered by every shareholder according to the number of Shares tendered by each
such shareholder during the term of the Offering. The Company has increased the
size of the Offering in an attempt to avoid the need to pro rate the Shares
tendered amongst the shareholders of the Company who tender Shares in the
Offering if the amount tendered exceeds 600,000 shares. However, if the number
of Shares tender in this Offering exceeded 750,000, the Company would still be
required to accept the Shares tendered in the Offering on a pro rata basis.


August 16, 2001                                   JERRY'S FAMOUS DELI, INC.