As filed with the Securities and Exchange Commission on October 10, 1996

                                           Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 BENIHANA INC.
             (Exact name of Registrant as specified in its charter)

Delaware                                    65-0538630
(State or other jurisdiction                (I.R.S. employer
of incorporation or organization)           identification no.)

8685 Northwest 53rd Terrace
Miami, Florida                              33166
(Address of principal executive offices)    (Zip Code)
                       1996 Class A Stock Option Plan
                    Benihana Incentive Compensation Plan
                         (Full title of the plans)

                             Joel A. Schwartz
                              Benihana Inc.
                        8685 Northwest 53rd Terrace
                           Miami, Florida 33166
                  (Name and address of agent for service)

                               (305) 593-0770
        Telephone number, including area code, of agent for service

                                 Copy to:
                        Herschel S. Weinstein, Esq.
                Dornbush Mensch Mandelstam & Schaeffer, LLP
                              747 Third Avenue
                         New York, New York  10017
                               (212) 759-3300


                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                           Proposed                 Proposed
                                                            Maximum                  Maximum                  Amount of
Title of Securities to             Amount to be              Price                  Aggregate                Registration
be registered                       Registered            Per Share*             Offering Price*                 Fee
----------------------          -------------------  --------------------- ---------------------------  ----------------------
<S>                             <C>                  <C>                   <C>                          <C>          
Class A Common Stock,
par value $.10 per share        400,000 shares              $ 9.1875               $3,675,000                 $ 1,267.24
============================== ===================== ===================== ===========================  ======================
</TABLE>

 * Estimated solely for purposes of calculating the registration fee. Calculated
in accordance  with Rule 457(c) under the  Securities Act of 1933 based upon the
closing  price of the Class A Common  Stock of Benihana  Inc. as reported on the
NASDAQ National Market System on October 7, 1996.

                                                      
                                   

<PAGE>



                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

                           (a)      The Annual Report of Benihana Inc.
                  (the "Company") for the fiscal year ended
                  March 31, 1996 filed pursuant to Section 13(a)
                  of the Securities Exchange Act of 1934.

                           (b) All other reports of the Company  filed  pursuant
                  to Section  13(a) or 15(d) of the  Securities  Exchange Act of
                  1934 since the end of the fiscal year ended March 31, 1996.

                           (d) The Registration  Statement of Benihana  National
                  Corp.,  a predecessor  of the Company on Form 8-A  registering
                  the Class A Stock under Section 12 of Securities  Exchange Act
                  of 1934, which contains a description of
                  the Class A Common Stock.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the  filing of a  post-effective  amendment  indicating  that all  securities
offered hereby have been sold or deregistering  all such securities then unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Darwin C. Dornbush,  a partner in Dornbush Mensch Mandelstam &
Schaeffer,  LLP., counsel to the Company, is a director of the Company and owns,
beneficially  and of record,  1,000 shares of the Company's  Common  Stock,  par
value $.10 per share (the "Common  Stock") and options to purchase 12,500 shares
of the Common Stock.  Mr.  Dornbush is also a trustee of a voting trust which is
the record owner of all of the issued and outstanding stock of Benihana of Tokyo
Inc., a New York corporation ("BOT") which owns,  beneficially and of record, of
1,838,405  shares of the Common Stock and 2,000 shares of the Company's Series A
Convertible  Preferred  Stock,  which is convertible  into 300,000 shares of the
Company's Class A Common Stock, par value $.10 (the "Class A Stock").

                                                                        
                                  - 1 -

<PAGE>



Item 6.           Indemnification of Directors and Officers.

                   Under Section 145 of the Delaware  General  Corporation  Law,
subject to various  exceptions  and  limitations,  the Company may indemnify its
directors or officers if such director or officer is a party or is threatened to
be  made a  party  to any  threatened  pending  or  completed  action,  suit  or
proceeding, whether civil, criminal,  administrative or investigative (including
an action by or in the right of the  Company by reason of the fact that he is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another  corporation)  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the Company,  and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful, except, in the case of an action by or in the right of the
Company  to  procure a  judgment  in its  favor,  as to any matter in which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance  of his duty.  The Company is required to indemnify its directors or
officers to the extent that they have been successful on the merits or otherwise
in defense of any such action, suit or proceeding, or in the defense of any such
action,  suit or  proceeding,  or in the  defense of any claim,  issue or matter
therein,  against expenses  (including  attorneys' fees) actually and reasonably
incurred by them in connection  therewith.  In addition,  Delaware law permits a
corporation to limit or eliminate the liability of a director to the corporation
and its shareholders for negligent breaches of such directors'  fiduciary duties
in certain  circumstances.  The foregoing statement is qualified in its entirety
by the  detailed  provisions  of Sections  145 and 102 of the  Delaware  General
Corporation Law.

                  The Company's Certificate of Incorporation and By-Laws contain
provisions with respect to the  indemnification  of directors and officers which
provide  for  indemnification  to the full extent  provided  by Delaware  law as
described  above and which  eliminate  the  liability of directors for negligent
breaches of their fiduciary  duties to the Company in certain  circumstances  to
the full extent permitted by the Delaware General Corporation Law.

                  The Company  carries an  officers'  and  directors'  liability
insurance  policy  which  provides  for  payment of  expenses  of the  Company's
officers and  directors in  connection  with certain  threatened,  or completed,
actions,  suits and proceedings against them in their capacities as officers and
directors,  in accordance with the Company's By-Laws and the General Corporation
Law of Delaware.

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933,  may be  permitted  to  directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such indemnification is

                        
                                  - 2 -

<PAGE>



against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable. Furthermore, the Company has given certain undertakings
with respect to indemnification in connection with this Registration Statement.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                   4.01  -    The Company's 1996 Class A Stock Option Plan
                              (Incorporated herein by reference to Schedule
                              A to the Company's Proxy Statement for its
                              Annual Meeting held on July 19, 1996).

                   4.02  -    Form of Stock Option Agreement under the
                              Company's 1996 Class A Stock Option Plan.

                   4.03  -    The Benihana Incentive Compensation Plan.
                              (Incorporated herein by reference to
                              Exhibit   10.12  to  the   Company's
                              Annual  Report  on Form 10-K for the
                              Fiscal Year ended March 31, 1996.)

                   5.01  -    Opinion of Dornbush Mensch Mandelstam &
                              Schaeffer, LLP.

                  23.01  -    Consent of Dornbush Mensch Mandelstam &
                              Schaeffer, LLP (included in Exhibit 5.01).

                  23.02  -    Consent of Deloitte & Touche LLP.

                  24.01  -    Power of Attorney (included in signature
                              page).

Item 9.           Undertakings.

                  (a)      The undersigned Company hereby undertakes:

                           (1)    To file, during any period in which offers or
sales are being made, a post-effective  amendment to this Registration Statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement.

                           (2)    That, for the purpose of determining any
liability under the Securities Act of 1933, each such  post-effective  amendment
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.


                  
                                   - 3 -

<PAGE>



                           (3)   To remove from registration by means of a post-
effective  amendment any of the securities  being registered which remain unsold
at the termination of the offering.

                  (b)  The  undersigned  Company  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than payment by the Company of expenses paid or
incurred  by a  director,  officer or  controlling  person of the Company in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director, officer, or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.





                                SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Miami and State of Florida,  on the 11th day of
September, 1996.


                                               BENIHANA, INC.



                                          By:  /s/ Joel A. Schwartz
                                               ----------------------------
                                               Joel A. Schwartz, President


                      
                                 - 4 -

<PAGE>






                            POWER OF ATTORNEY


                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears  below  constitutes  and  appoints  Rocky H. Aoki and Joel A.
Schwartz  and  Darwin  C.  Dornbush,  and  each of them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  post-effective  amendments) to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.


                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


     SIGNATURE                TITLE                            DATE


PRINCIPAL EXECUTIVE
OFFICER:




 /s/Rocky H. Aoki          Chairman, Chief                September 11, 1996
-----------------------    Executive Officer
    Rocky H. Aoki          and Director



PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:




/s/Michael Burris           Vice President-               September 11, 1996
-----------------------     Finance
   Michael Burris      




                             
                                  - 5 -

<PAGE>




DIRECTORS:




/s/Joel A. Schwartz         President and a             September 11, 1996
-----------------------     Director
   Joel A. Schwartz        



/s/Taka Yoshimoto           Executive Vice              September 11, 1996
-----------------------     President-Operations
   Taka Yoshimoto           and a Director



/s/Irwin K. Chapman         Director                    September 12, 1996
-----------------------
   Irwin K. Chapman




/s/Robert B. Greenberg      Director                    September 12, 1996
------------------------
  Robert B. Greenberg




/s/John E. Abdo             Director                    September 12, 1996
------------------------
   John E. Abdo




/s/Darwin C. Dornbush       Director                    September 13, 1996
------------------------
  Darwin C. Dornbush



                                            
                                   - 6 -

<PAGE>



                                 EXHIBIT INDEX

Exhibit                                                         Consecutively
Number                      Exhibit                             Numbered Page


 4.02  -          Form of Stock Option Agreement under                9
                  the Company's 1996 Class A Stock
                  Option Plan.


 5.01  -          Opinion of Dornbush Mensch Mandelstam              13
                  & Schaeffer, LLP.


23.02  -          Consent of Deloitte & Touche LLP.                  14


                                                                           
                                 - 7 -

<PAGE>




                                                                 EXHIBIT 4.02

                              BENIHANA INC.


                STOCK OPTION AGREEMENT FOR OPTIONS GRANTED

                      1996 CLASS A STOCK OPTION PLAN


                  STOCK OPTION AGREEMENT, made and entered into as of the
    day of     , 199  (the "Date of Grant") by and between BENIHANA
INC., a Delaware  corporation  (the  "Company") and , an employee of the Company
(the "Option Holder").

                  Attached hereto as Exhibit A is a true and correct copy of the
Company's  1996  Class A Stock  Option  Plan (the  "Plan").  This  Agreement  is
subject, in all respects,  to the terms of the Plan, which has been duly adopted
by the Board of Directors of the Company.

                  NOW, THEREFORE, in consideration of the mutual promises herein
contained  and for other good and  valuable  consideration,  the parties  hereto
agree as follows:

                           1.  OPTION GRANT.   Subject to the terms and
conditions of the Plan,  the Company  grants to the Option Holder an option (the
"Option") to purchase  shares (subject to adjustment as provided in paragraph 10
of this Agreement) of the Company's Class A Common Stock, par value $.10 a share
(the  "Class A  Stock").  It is  intended  that the  Options  granted  hereby be
"Incentive  Stock  Options" as defined in the Internal  Revenue Code of 1986, as
amended.

                           2.  OPTION PRICE.  The Option exercise price of the
shares of Class A Stock  covered by the Option  shall be $ per share  subject to
adjustment as provided in paragraph 10 of this Agreement (the "Option Price").

                           3.  TIME OF EXERCISE.  The Option may be exercised
prior to its  expiration  from time to time and at any time or times  commencing
(a) with respect to one-third (1/3) of the shares covered thereby  (rounded down
to a whole  number  of  shares),  on the date  hereof,  (b) with  respect  to an
additional  one-third  (1/3) of the shares  covered  thereby  (rounded down to a
whole number of shares),  on the first  anniversary of the date hereof,  and (c)
with  respect  to the  balance  of the  shares  covered  thereby,  on the second
anniversary of the date hereof, subject however, to the provisions of Paragraphs
8 and 9 of this  Agreement as to earlier  expiration  of the Option by reason of
the Option  Holder's  death or  termination  of  employment  and  subject to the
provisions  of  Paragraph  18 of this  Agreement  with  respect  to  stockholder
approval.  No omission to exercise  the Option with  respect to any shares shall
result in the lapse of the  Option  with  respect  thereto  until the Option has
expired as provided in this Agreement.


             
                                 - 1 -

<PAGE>



                           4.  EXPIRATION OF OPTION.  Subject to the provisions
of  paragraphs 8 and 9 of this  Agreement,  the Option shall expire at 5:00 P.M.
(New York City time) ten (10) years from the date hereof.

                           5.  MANNER OF EXERCISING OPTION.  The Option is
exercisable  only by written notice to the Company  substantially in the form of
that attached to this  Agreement as Exhibit B. Such notice shall be  accompanied
by a certified or cashier's  check,  or postal or express money order payable to
the Company in payment of the full  Option  Price for the number of Shares as to
which the Option is being exercised;  provided, however, that in lieu of payment
in full in cash, the Option Holder may,

                  (i) with the approval of the committee of the Company's  Board
         of Directors charged with administration of the Plan (the "Committee"),
         pay the Option  Price (or balance  thereof) by tendering to the Company
         shares of the  Company's  Class A Stock owned by the Option  Holder and
         having a fair  market  value (as  determined  by the  Committee  in its
         absolute  discretion)  equal  to the  cash  Option  Price  (or  balance
         thereof)  for the  number of  Shares  as to which  the  Option is being
         exercised; or

                  (ii) with the  approval of the  Committee,  be entitled to pay
         the Option  Price by  tendering  to the  Company  cash and an  interest
         bearing  promissory note (the "Note") in accordance with the provisions
         of Section 9(b) of the Plan.

                           6.  RIGHTS AS A STOCKHOLDER.  The Option Holder
shall have no rights as a stockholder  with respect to any shares covered by the
Option  until the  issuance of a  certificate  or  certificates  to him for such
shares. No adjustments shall be made for dividends or other rights for which the
record  date  is  prior  to  the  date  of  issuance  of  such   certificate  or
certificates.

                           7.  NON-ASSIGNABILITY.  During the lifetime of the
Option Holder, the Option may be exercised only by him, and the Option evidenced
by this Agreement is not assignable or transferable  except by will, by the laws
of  descent  and  distribution  or to members  of an Option  Holder's  immediate
family, including trusts for the benefit of such family members and partnerships
in which such family members are the only partners.  A transferred  Option shall
be subject to all of the same terms and conditions  (including the  restrictions
on  assignment  contained  in this  Paragraph  7) as if such Option had not been
transferred.

                           8.  TERMINATION OF EMPLOYMENT.  No option granted
under  the Plan  shall be  exercisable  after  the date of the  Option  Holder's
termination of employment  from the Company or a subsidiary for any reason other
than death,  except  that an Option may be  exercised  at any time within  three
months  after the  termination  of  employment,  but in each  case  prior to the
expiration  of the term of the  Option,  with  respect  to any or all shares for
which the Option Holder could have exercised  prior to the date of  termination.
Nothing in this Agreement, or the Option, shall confer on the

                
                                  - 2 -

<PAGE>



Option Holder any right to continue in the employ of or perform services for the
Company or any subsidiary, or interfere in any way with the right of the Company
or any subsidiary to terminate the Option Holder's employment or services at any
time.

                           9.  DEATH OF OPTION HOLDER.  In the event of the
death of the Option Holder while an employee of the Company or a subsidiary, the
Option  may be  exercised,  to the  extent of the  number of shares to which the
deceased  Option Holder could have exercised it on the date of his death, by the
deceased's  estate, a personal  representative or a beneficiary who acquired the
right to exercise the Option by bequest or inheritance or by reason of the death
of the Option Holder,  at any time prior to the Option  expiration date or three
months from the date of the  appointment  of a personal  representative  for the
Option Holder, whichever is earlier.

                           10.  CAPITAL ADJUSTMENTS.  The number of shares of
Class A Stock  covered by the Option,  and the Option  Price  thereof,  shall be
subject to such adjustment as the Board or the Committee may deem appropriate to
reflect any stock dividend, stock split, share combination,  exchange of shares,
recapitalization,  liquidation  or the like, of or by the Company.  In the event
the Company is merged or consolidated  with another  corporation (but subject to
any required action by stockholders), the Option shall pertain to the securities
to which a holder of the number of shares of Class A Stock subject to the Option
would have been entitled pursuant to such merger or consolidation.

                           11.  RESTRICTION ON EXERCISE.  If at any time the
Board  or  the  Committee   determines   that  the  listing,   registration   or
qualification  of the shares subject to the Option upon any securities  exchange
or under any state or federal law, or the consent or approval of any  government
regulatory  body,  is necessary or desirable as a condition of, or in connection
with,  the  granting  of the  Option or the  issue or  purchase  of such  shares
hereunder,  the  Option may not be  exercised  in whole or in part  unless  such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected or obtained free of any  conditions  not acceptable to the Board or the
Committee,  and any delay  caused  thereby  shall in no way  affect  the date of
expiration  of the Option.  The Option  Holder shall have no rights  against the
Company if the Option is not exercisable or its exercise is delayed by virtue of
the foregoing sentence.

                           12.  WITHHOLDING TAXES.  The Company shall have the
right to require the Option Holder to remit to the Company an amount  sufficient
to satisfy all applicable  withholding tax requirements prior to the delivery of
any certificate or certificates  for shares  purchased by the Option Holder upon
exercise of the Option.

                           13.  AMENDMENTS.  This Agreement shall be subject to
any duly authorized amendments to the Plan, to the extent and as
provided in Section 13 of the Plan.


                                - 3 -

<PAGE>



                           14.  NOTICE.  Notices under this Agreement shall be
in  writing  and,  if to the  Company,  shall  be  delivered  personally  to the
Secretary  or any  Assistant  Secretary  of the  Company  or  mailed to the then
principal  office of the Company,  addressed to the  attention of the  Secretary
and, if to the Option  Holder,  shall be delivered  personally  or mailed to the
Option  Holder at his  address  as the same shall  appear on the  records of the
Company.

                           15.  INTERPRETATION.  All decisions and
interpretations  made by the Board or the Committee  with regard to any question
arising under this Agreement, or under the Plan, shall be binding and conclusive
on the Company and the Option Holder.

                           16.  SUCCESSORS AND ASSIGNS.  This Agreement shall
be binding upon and inure to the benefit of the parties  hereto,  the successors
and assigns of the Company and, to the extent  provided in paragraphs 7 and 9 of
this Agreement,  the estate,  personal  representatives and beneficiaries of the
Option Holder.

                           17.  TAX CONSEQUENCES.  The Option Holder shall
consult  his own tax  advisers  regarding  the  tax  consequences  to him of any
particular exercise of the Option or sale of Option shares.


                  IN WITNESS  WHEREOF,  the Company has caused this Agreement to
be signed by its duly  authorized  officer and the Option Holder has duly signed
this Agreement all on the day and year first above written.



                                              BENIHANA INC.


                                       By: ---------------------------
                                              Vice President
ACCEPTED AND AGREED:



---------------------------
            , Option Holder


       
                                     - 4 -

<PAGE>



                                                               EXHIBIT 5.01

          [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]



                                                      October 10, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                   Benihana Inc.
                   Registration Statement on Form S-8
                   ----------------------------------

Gentlemen:

         We have been  requested by Benihana Inc., a Delaware  corporation  (the
"Company"),  to furnish you with our opinion as to the matters  hereinafter  set
forth  in  connection  with  the  above-captioned  registration  statement  (the
"Registration Statement") covering an aggregate of 400,000 shares (the "Shares")
of the Company's Class A Common Stock,  par value $.10,  300,000 of which may be
issued by the Company  pursuant to the Company's  1996 Class A Stock Option Plan
(the "Plan") which was approved by the stockholders of the Company at its Annual
Meeting of  Stockholders  held July 19, 1996,  and 100,000 of which are reserved
for issuance pursuant to the stock purchase  provision of the Benihana Incentive
Compensation Plan (the "Compensation Plan") adopted by the Board of Directors of
the Company on March 20, 1996.

         In  connection  with  this  opinion,  we have  examined  the  Company's
Certificate  of  Incorporation  and By-laws,  the Plan, the  Compensation  Plan,
copies of the records of corporate  proceedings  of the Company,  and such other
documents  as we have  deemed  necessary  to  enable us to  render  the  opinion
hereinafter expressed.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when  issued  and  paid  for  in  accordance  with  the  Plan  and  the
Compensation  Plan,  respectively,  will  be  legally  issued,  fully  paid  and
non-assessable.

         We render no opinion as to the laws of any jurisdiction  other than the
internal  laws of the State of New York and the  internal  corporate  law of the
State of Delaware.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration Statement.

                                    Very truly yours,




                                    DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP

                         

<PAGE>


                                                                EXHIBIT 23.02









                          Independent Auditors' Consent




         We  consent  to the  incorporation  by  reference  in the  Registration
Statement of Benihana Inc. on Form S-8 of our report dated May 3, 1996 appearing
in the Annual  Report on Form 10-K of Benihana Inc. for the year ended March 31,
1996.







                                            Deloitte & Touche LLP
                                            Miami, Florida
                                            October 8, 1996

                                                      

<PAGE>
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{"company-data": {"conformed-name": "BENIHANA INC", "cik": "0000935226", "assigned-sic": "5812", "irs-number": "650538630", "state-of-incorporation": "DE", "fiscal-year-end": "0327"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13973", "film-number": "96642540"}, "business-address": {"street1": "8685 NW 53RD TERRACE", "city": "MIAMI", "state": "FL", "zip": "33166", "phone": "3055930770"}, "mail-address": {"street1": "8685 NW 53RD TERRACE", "city": "MIAMI", "state": "FL", "zip": "33166"}}
As filed with the Securities and Exchange Commission on October 10, 1996

                                           Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                 BENIHANA INC.
             (Exact name of Registrant as specified in its charter)

Delaware                                    65-0538630
(State or other jurisdiction                (I.R.S. employer
of incorporation or organization)           identification no.)

8685 Northwest 53rd Terrace
Miami, Florida                              33166
(Address of principal executive offices)    (Zip Code)
                       1996 Class A Stock Option Plan
                    Benihana Incentive Compensation Plan
                         (Full title of the plans)

                             Joel A. Schwartz
                              Benihana Inc.
                        8685 Northwest 53rd Terrace
                           Miami, Florida 33166
                  (Name and address of agent for service)

                               (305) 593-0770
        Telephone number, including area code, of agent for service

                                 Copy to:
                        Herschel S. Weinstein, Esq.
                Dornbush Mensch Mandelstam & Schaeffer, LLP
                              747 Third Avenue
                         New York, New York  10017
                               (212) 759-3300

                      CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
                                                            Maximum                  Maximum                  Amount of
Title of Securities to             Amount to be              Price                  Aggregate                Registration
be registered                       Registered            Per Share*             Offering Price*                 Fee
----------------------          -------------------  --------------------- ---------------------------  ----------------------
Class A Common Stock,
par value $.10 per share        400,000 shares              $ 9.1875               $3,675,000                 $ 1,267.24
============================== ===================== ===================== ===========================  ======================
* Estimated solely for purposes of calculating the registration fee. Calculated
in accordance  with Rule 457(c) under the  Securities Act of 1933 based upon the
closing  price of the Class A Common  Stock of Benihana  Inc. as reported on the
NASDAQ National Market System on October 7, 1996.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

                           (a)      The Annual Report of Benihana Inc.
                  (the "Company") for the fiscal year ended
                  March 31, 1996 filed pursuant to Section 13(a)
                  of the Securities Exchange Act of 1934.

                           (b) All other reports of the Company  filed  pursuant
                  to Section  13(a) or 15(d) of the  Securities  Exchange Act of
                  1934 since the end of the fiscal year ended March 31, 1996.

                           (d) The Registration  Statement of Benihana  National
                  Corp.,  a predecessor  of the Company on Form 8-A  registering
                  the Class A Stock under Section 12 of Securities  Exchange Act
                  of 1934, which contains a description of
                  the Class A Common Stock.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the  filing of a  post-effective  amendment  indicating  that all  securities
offered hereby have been sold or deregistering  all such securities then unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Darwin C. Dornbush,  a partner in Dornbush Mensch Mandelstam &
Schaeffer,  LLP., counsel to the Company, is a director of the Company and owns,
beneficially  and of record,  1,000 shares of the Company's  Common  Stock,  par
value $.10 per share (the "Common  Stock") and options to purchase 12,500 shares
of the Common Stock.  Mr.  Dornbush is also a trustee of a voting trust which is
the record owner of all of the issued and outstanding stock of Benihana of Tokyo
Inc., a New York corporation ("BOT") which owns,  beneficially and of record, of
1,838,405  shares of the Common Stock and 2,000 shares of the Company's Series A
Convertible  Preferred  Stock,  which is convertible  into 300,000 shares of the
Company's Class A Common Stock, par value $.10 (the "Class A Stock").

                                                                        
                                  - 1 -
Item 6.           Indemnification of Directors and Officers.

                   Under Section 145 of the Delaware  General  Corporation  Law,
subject to various  exceptions  and  limitations,  the Company may indemnify its
directors or officers if such director or officer is a party or is threatened to
be  made a  party  to any  threatened  pending  or  completed  action,  suit  or
proceeding, whether civil, criminal,  administrative or investigative (including
an action by or in the right of the  Company by reason of the fact that he is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another  corporation)  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the Company,  and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful, except, in the case of an action by or in the right of the
Company  to  procure a  judgment  in its  favor,  as to any matter in which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance  of his duty.  The Company is required to indemnify its directors or
officers to the extent that they have been successful on the merits or otherwise
in defense of any such action, suit or proceeding, or in the defense of any such
action,  suit or  proceeding,  or in the  defense of any claim,  issue or matter
therein,  against expenses  (including  attorneys' fees) actually and reasonably
incurred by them in connection  therewith.  In addition,  Delaware law permits a
corporation to limit or eliminate the liability of a director to the corporation
and its shareholders for negligent breaches of such directors'  fiduciary duties
in certain  circumstances.  The foregoing statement is qualified in its entirety
by the  detailed  provisions  of Sections  145 and 102 of the  Delaware  General
Corporation Law.

                  The Company's Certificate of Incorporation and By-Laws contain
provisions with respect to the  indemnification  of directors and officers which
provide  for  indemnification  to the full extent  provided  by Delaware  law as
described  above and which  eliminate  the  liability of directors for negligent
breaches of their fiduciary  duties to the Company in certain  circumstances  to
the full extent permitted by the Delaware General Corporation Law.

                  The Company  carries an  officers'  and  directors'  liability
insurance  policy  which  provides  for  payment of  expenses  of the  Company's
officers and  directors in  connection  with certain  threatened,  or completed,
actions,  suits and proceedings against them in their capacities as officers and
directors,  in accordance with the Company's By-Laws and the General Corporation
Law of Delaware.

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933,  may be  permitted  to  directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such indemnification is

                        
                                  - 2 -
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable. Furthermore, the Company has given certain undertakings
with respect to indemnification in connection with this Registration Statement.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                   4.01  -    The Company's 1996 Class A Stock Option Plan
                              (Incorporated herein by reference to Schedule
                              A to the Company's Proxy Statement for its
                              Annual Meeting held on July 19, 1996).

                   4.02  -    Form of Stock Option Agreement under the
                              Company's 1996 Class A Stock Option Plan.

                   4.03  -    The Benihana Incentive Compensation Plan.
                              (Incorporated herein by reference to
                              Exhibit   10.12  to  the   Company's
                              Annual  Report  on Form 10-K for the
                              Fiscal Year ended March 31, 1996.)

                   5.01  -    Opinion of Dornbush Mensch Mandelstam &
                              Schaeffer, LLP.

                  23.01  -    Consent of Dornbush Mensch Mandelstam &
                              Schaeffer, LLP (included in Exhibit 5.01).

                  23.02  -    Consent of Deloitte & Touche LLP.

                  24.01  -    Power of Attorney (included in signature
                              page).

Item 9.           Undertakings.

                  (a)      The undersigned Company hereby undertakes:

                           (1)    To file, during any period in which offers or
sales are being made, a post-effective  amendment to this Registration Statement
to include any material information with respect to the plan of distribution not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement.

                           (2)    That, for the purpose of determining any
liability under the Securities Act of 1933, each such  post-effective  amendment
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                  
                                   - 3 -
(3)   To remove from registration by means of a post-
effective  amendment any of the securities  being registered which remain unsold
at the termination of the offering.

                  (b)  The  undersigned  Company  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than payment by the Company of expenses paid or
incurred  by a  director,  officer or  controlling  person of the Company in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director, officer, or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Miami and State of Florida,  on the 11th day of
September, 1996.

                                               BENIHANA, INC.

                                          By:  /s/ Joel A. Schwartz
                                               ----------------------------
                                               Joel A. Schwartz, President

                      
                                 - 4 -
POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears  below  constitutes  and  appoints  Rocky H. Aoki and Joel A.
Schwartz  and  Darwin  C.  Dornbush,  and  each of them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  post-effective  amendments) to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

     SIGNATURE                TITLE                            DATE

PRINCIPAL EXECUTIVE
OFFICER:

 /s/Rocky H. Aoki          Chairman, Chief                September 11, 1996
-----------------------    Executive Officer
    Rocky H. Aoki          and Director

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/Michael Burris           Vice President-               September 11, 1996
-----------------------     Finance
   Michael Burris      

                             
                                  - 5 -
DIRECTORS:

/s/Joel A. Schwartz         President and a             September 11, 1996
-----------------------     Director
   Joel A. Schwartz        

/s/Taka Yoshimoto           Executive Vice              September 11, 1996
-----------------------     President-Operations
   Taka Yoshimoto           and a Director

/s/Irwin K. Chapman         Director                    September 12, 1996
-----------------------
   Irwin K. Chapman

/s/Robert B. Greenberg      Director                    September 12, 1996
------------------------
  Robert B. Greenberg

/s/John E. Abdo             Director                    September 12, 1996
------------------------
   John E. Abdo

/s/Darwin C. Dornbush       Director                    September 13, 1996
------------------------
  Darwin C. Dornbush

                                            
                                   - 6 -
EXHIBIT INDEX

Exhibit                                                         Consecutively
Number                      Exhibit                             Numbered Page

 4.02  -          Form of Stock Option Agreement under                9
                  the Company's 1996 Class A Stock
                  Option Plan.

 5.01  -          Opinion of Dornbush Mensch Mandelstam              13
                  & Schaeffer, LLP.

23.02  -          Consent of Deloitte & Touche LLP.                  14

                                                                           
                                 - 7 -
EXHIBIT 4.02

                              BENIHANA INC.

                STOCK OPTION AGREEMENT FOR OPTIONS GRANTED

                      1996 CLASS A STOCK OPTION PLAN

                  STOCK OPTION AGREEMENT, made and entered into as of the
    day of     , 199  (the "Date of Grant") by and between BENIHANA
INC., a Delaware  corporation  (the  "Company") and , an employee of the Company
(the "Option Holder").

                  Attached hereto as Exhibit A is a true and correct copy of the
Company's  1996  Class A Stock  Option  Plan (the  "Plan").  This  Agreement  is
subject, in all respects,  to the terms of the Plan, which has been duly adopted
by the Board of Directors of the Company.

                  NOW, THEREFORE, in consideration of the mutual promises herein
contained  and for other good and  valuable  consideration,  the parties  hereto
agree as follows:

                           1.  OPTION GRANT.   Subject to the terms and
conditions of the Plan,  the Company  grants to the Option Holder an option (the
"Option") to purchase  shares (subject to adjustment as provided in paragraph 10
of this Agreement) of the Company's Class A Common Stock, par value $.10 a share
(the  "Class A  Stock").  It is  intended  that the  Options  granted  hereby be
"Incentive  Stock  Options" as defined in the Internal  Revenue Code of 1986, as
amended.

                           2.  OPTION PRICE.  The Option exercise price of the
shares of Class A Stock  covered by the Option  shall be $ per share  subject to
adjustment as provided in paragraph 10 of this Agreement (the "Option Price").

                           3.  TIME OF EXERCISE.  The Option may be exercised
prior to its  expiration  from time to time and at any time or times  commencing
(a) with respect to one-third (1/3) of the shares covered thereby  (rounded down
to a whole  number  of  shares),  on the date  hereof,  (b) with  respect  to an
additional  one-third  (1/3) of the shares  covered  thereby  (rounded down to a
whole number of shares),  on the first  anniversary of the date hereof,  and (c)
with  respect  to the  balance  of the  shares  covered  thereby,  on the second
anniversary of the date hereof, subject however, to the provisions of Paragraphs
8 and 9 of this  Agreement as to earlier  expiration  of the Option by reason of
the Option  Holder's  death or  termination  of  employment  and  subject to the
provisions  of  Paragraph  18 of this  Agreement  with  respect  to  stockholder
approval.  No omission to exercise  the Option with  respect to any shares shall
result in the lapse of the  Option  with  respect  thereto  until the Option has
expired as provided in this Agreement.

             
                                 - 1 -
4.  EXPIRATION OF OPTION.  Subject to the provisions
of  paragraphs 8 and 9 of this  Agreement,  the Option shall expire at 5:00 P.M.
(New York City time) ten (10) years from the date hereof.

                           5.  MANNER OF EXERCISING OPTION.  The Option is
exercisable  only by written notice to the Company  substantially in the form of
that attached to this  Agreement as Exhibit B. Such notice shall be  accompanied
by a certified or cashier's  check,  or postal or express money order payable to
the Company in payment of the full  Option  Price for the number of Shares as to
which the Option is being exercised;  provided, however, that in lieu of payment
in full in cash, the Option Holder may,

                  (i) with the approval of the committee of the Company's  Board
         of Directors charged with administration of the Plan (the "Committee"),
         pay the Option  Price (or balance  thereof) by tendering to the Company
         shares of the  Company's  Class A Stock owned by the Option  Holder and
         having a fair  market  value (as  determined  by the  Committee  in its
         absolute  discretion)  equal  to the  cash  Option  Price  (or  balance
         thereof)  for the  number of  Shares  as to which  the  Option is being
         exercised; or

                  (ii) with the  approval of the  Committee,  be entitled to pay
         the Option  Price by  tendering  to the  Company  cash and an  interest
         bearing  promissory note (the "Note") in accordance with the provisions
         of Section 9(b) of the Plan.

                           6.  RIGHTS AS A STOCKHOLDER.  The Option Holder
shall have no rights as a stockholder  with respect to any shares covered by the
Option  until the  issuance of a  certificate  or  certificates  to him for such
shares. No adjustments shall be made for dividends or other rights for which the
record  date  is  prior  to  the  date  of  issuance  of  such   certificate  or
certificates.

                           7.  NON-ASSIGNABILITY.  During the lifetime of the
Option Holder, the Option may be exercised only by him, and the Option evidenced
by this Agreement is not assignable or transferable  except by will, by the laws
of  descent  and  distribution  or to members  of an Option  Holder's  immediate
family, including trusts for the benefit of such family members and partnerships
in which such family members are the only partners.  A transferred  Option shall
be subject to all of the same terms and conditions  (including the  restrictions
on  assignment  contained  in this  Paragraph  7) as if such Option had not been
transferred.

                           8.  TERMINATION OF EMPLOYMENT.  No option granted
under  the Plan  shall be  exercisable  after  the date of the  Option  Holder's
termination of employment  from the Company or a subsidiary for any reason other
than death,  except  that an Option may be  exercised  at any time within  three
months  after the  termination  of  employment,  but in each  case  prior to the
expiration  of the term of the  Option,  with  respect  to any or all shares for
which the Option Holder could have exercised  prior to the date of  termination.
Nothing in this Agreement, or the Option, shall confer on the

                
                                  - 2 -
Option Holder any right to continue in the employ of or perform services for the
Company or any subsidiary, or interfere in any way with the right of the Company
or any subsidiary to terminate the Option Holder's employment or services at any
time.

                           9.  DEATH OF OPTION HOLDER.  In the event of the
death of the Option Holder while an employee of the Company or a subsidiary, the
Option  may be  exercised,  to the  extent of the  number of shares to which the
deceased  Option Holder could have exercised it on the date of his death, by the
deceased's  estate, a personal  representative or a beneficiary who acquired the
right to exercise the Option by bequest or inheritance or by reason of the death
of the Option Holder,  at any time prior to the Option  expiration date or three
months from the date of the  appointment  of a personal  representative  for the
Option Holder, whichever is earlier.

                           10.  CAPITAL ADJUSTMENTS.  The number of shares of
Class A Stock  covered by the Option,  and the Option  Price  thereof,  shall be
subject to such adjustment as the Board or the Committee may deem appropriate to
reflect any stock dividend, stock split, share combination,  exchange of shares,
recapitalization,  liquidation  or the like, of or by the Company.  In the event
the Company is merged or consolidated  with another  corporation (but subject to
any required action by stockholders), the Option shall pertain to the securities
to which a holder of the number of shares of Class A Stock subject to the Option
would have been entitled pursuant to such merger or consolidation.

                           11.  RESTRICTION ON EXERCISE.  If at any time the
Board  or  the  Committee   determines   that  the  listing,   registration   or
qualification  of the shares subject to the Option upon any securities  exchange
or under any state or federal law, or the consent or approval of any  government
regulatory  body,  is necessary or desirable as a condition of, or in connection
with,  the  granting  of the  Option or the  issue or  purchase  of such  shares
hereunder,  the  Option may not be  exercised  in whole or in part  unless  such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected or obtained free of any  conditions  not acceptable to the Board or the
Committee,  and any delay  caused  thereby  shall in no way  affect  the date of
expiration  of the Option.  The Option  Holder shall have no rights  against the
Company if the Option is not exercisable or its exercise is delayed by virtue of
the foregoing sentence.

                           12.  WITHHOLDING TAXES.  The Company shall have the
right to require the Option Holder to remit to the Company an amount  sufficient
to satisfy all applicable  withholding tax requirements prior to the delivery of
any certificate or certificates  for shares  purchased by the Option Holder upon
exercise of the Option.

                           13.  AMENDMENTS.  This Agreement shall be subject to
any duly authorized amendments to the Plan, to the extent and as
provided in Section 13 of the Plan.

                                - 3 -
14.  NOTICE.  Notices under this Agreement shall be
in  writing  and,  if to the  Company,  shall  be  delivered  personally  to the
Secretary  or any  Assistant  Secretary  of the  Company  or  mailed to the then
principal  office of the Company,  addressed to the  attention of the  Secretary
and, if to the Option  Holder,  shall be delivered  personally  or mailed to the
Option  Holder at his  address  as the same shall  appear on the  records of the
Company.

                           15.  INTERPRETATION.  All decisions and
interpretations  made by the Board or the Committee  with regard to any question
arising under this Agreement, or under the Plan, shall be binding and conclusive
on the Company and the Option Holder.

                           16.  SUCCESSORS AND ASSIGNS.  This Agreement shall
be binding upon and inure to the benefit of the parties  hereto,  the successors
and assigns of the Company and, to the extent  provided in paragraphs 7 and 9 of
this Agreement,  the estate,  personal  representatives and beneficiaries of the
Option Holder.

                           17.  TAX CONSEQUENCES.  The Option Holder shall
consult  his own tax  advisers  regarding  the  tax  consequences  to him of any
particular exercise of the Option or sale of Option shares.

                  IN WITNESS  WHEREOF,  the Company has caused this Agreement to
be signed by its duly  authorized  officer and the Option Holder has duly signed
this Agreement all on the day and year first above written.

                                              BENIHANA INC.

                                       By: ---------------------------
                                              Vice President
ACCEPTED AND AGREED:

---------------------------
            , Option Holder

       
                                     - 4 -
EXHIBIT 5.01

          [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]

                                                      October 10, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                   Benihana Inc.
                   Registration Statement on Form S-8
                   ----------------------------------

Gentlemen:

         We have been  requested by Benihana Inc., a Delaware  corporation  (the
"Company"),  to furnish you with our opinion as to the matters  hereinafter  set
forth  in  connection  with  the  above-captioned  registration  statement  (the
"Registration Statement") covering an aggregate of 400,000 shares (the "Shares")
of the Company's Class A Common Stock,  par value $.10,  300,000 of which may be
issued by the Company  pursuant to the Company's  1996 Class A Stock Option Plan
(the "Plan") which was approved by the stockholders of the Company at its Annual
Meeting of  Stockholders  held July 19, 1996,  and 100,000 of which are reserved
for issuance pursuant to the stock purchase  provision of the Benihana Incentive
Compensation Plan (the "Compensation Plan") adopted by the Board of Directors of
the Company on March 20, 1996.

         In  connection  with  this  opinion,  we have  examined  the  Company's
Certificate  of  Incorporation  and By-laws,  the Plan, the  Compensation  Plan,
copies of the records of corporate  proceedings  of the Company,  and such other
documents  as we have  deemed  necessary  to  enable us to  render  the  opinion
hereinafter expressed.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when  issued  and  paid  for  in  accordance  with  the  Plan  and  the
Compensation  Plan,  respectively,  will  be  legally  issued,  fully  paid  and
non-assessable.

         We render no opinion as to the laws of any jurisdiction  other than the
internal  laws of the State of New York and the  internal  corporate  law of the
State of Delaware.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration Statement.

                                    Very truly yours,

                                    DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP
EXHIBIT 23.02

                          Independent Auditors' Consent

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement of Benihana Inc. on Form S-8 of our report dated May 3, 1996 appearing
in the Annual  Report on Form 10-K of Benihana Inc. for the year ended March 31,
1996.

                                            Deloitte & Touche LLP
                                            Miami, Florida
                                            October 8, 1996