Sec Form 4 Filing - GOTHAM PARTNERS LP /NY/ @ DENNYS CORP - 2003-10-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOTHAM PARTNERS LP /NY/ 2. Issuer Name and Ticker or Trading Symbol DENNYS CORP [ DNYY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 EAST 42ND STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2003 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/15/2003 S 3,000,000 D $ 0.3125 2,265,952 I See Footnotes ( 1 ) ( 2 ) Common Stock 10/15/2003 S 265,952 D $ 0.3 2,000,000 I See Footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOTHAM PARTNERS LP /NY/ 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X GOTHAM PARNERS III L P 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X GOTHAM INTERNATIONAL ADVISORS LLC 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X BERKOWITZ DAVID P 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X ACKMAN WILLIAM A 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X SECTION H PARTNERS L P 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X KARENINA CORP 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X DPB CORP 110 EAST 42ND STREET 18TH FLOOR NEW YORK, NY10017 X Signatures /s/ William A. Ackman, by power of attorney 10/16/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Section H Partners, LP ("Section H") is the general partner of Gotham Partners, LP ("Gotham") and Gotham Partners III, LP ("GIII"). Section H disclaims any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities representing Section H's pro rata partnership interest in, or interest in the profits of, Gotham and GIII. Karenina Corp. ("Karenina"), wholly owned by William A. Ackman, and DPB Corp. ("DPB"), wholly owned by David P. Berkowitz, are the general partners of Section H. Each of Karenina, DPB, Ackman and Berkowitz similarly disclaim any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a)(2)(ii). ( 2 )Gotham International Advisors, L.L.C. ("Gotham Advisors") is the investment manager of Gotham Partners International, Ltd. ("Gotham International"). Gotham Advisors disclaims any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities in which Gotham Advisors may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1 (a)(2)(ii). William A. Ackman and David P. Berkowitz are the senior managing members of Gotham Advisors. Each of Mr. Ackman and Mr. Berkowitz similarly disclaim any beneficial ownership of any of the Issuer's securities to which this Statement relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a )(2)(ii).

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