As filed with the Securities and Exchange Commission on August 27, 2003

                                                        Registration No. 333-
--------------------------------------------------------------------------------
                       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)

                    2000 Employees Class A Stock Option Plan

                        2003 Directors' Stock Option Plan

                  Stock Option Agreement dated February 9, 2001
                   between the Registrant and Norman S. Becker

                  Stock Option Agreement dated February 9, 2001
                       between the Registrant and Max Pine

                    Stock Option Agreement dated June 5, 2003
                    between the Registrant and Yoshihiro Sano

                    Stock Option Agreement dated June 5, 2003
                  between the Registrant and Robert B. Sturges
                            (Full title of the plans)



<PAGE>


                                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
                                 (212) 759-3300

<TABLE>
<CAPTION>
<S>                                   <C>                  <C>                     <C>                  <C>

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                                    Proposed
                                                             Proposed               Maximum
  Title of Securities to be           Amount to be         Maximum Price            Aggregate               Amount of
        Registered                     Registered            Per Share*           Offering Price*        Registration Fee
--------------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par value      1,077,000 shares
$.10 per share                                                $11.765**            $12,670,905**               $1,025.07
--------------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par value          828,703
$.10 per share                            shares              $12.07***            $10,002,445***               $809.20
--------------------------------------------------------------------------------------------------------------------------

TOTAL                                1,905,703 shares
                                                                                    $22,673,350                $1,834.27
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Estimated solely for purposes of calculating the registration fee.

**         Relates to shares issuable upon exercise of options that may be
           granted under the Company's 2000 Employees Class A Stock Option Plan
           and 2003 Directors' Stock Option Plan (collectively, the "Plans") for
           which the offering price is not known. As to such shares, the
           offering price is calculated in accordance with Rules 457(c) under
           the Securities Act of 1933 based upon the average of the high and low
           sale price of the Class A Common Stock of Benihana Inc. as reported
           on the NASDAQ National Market System on August 25, 2003.

***        Relates to shares that are subject to non-plan option agreements as
           well as options granted under the Plans for which the option price is
           known. As to such shares, the price is calculated in accordance with
           Rule 457(h)(1) under the Securities Act of 1933 based upon the
           weighted average of the exercise prices of such options.


<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 30, 2003 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 30, 2003.

                     (c) 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 the Securities Exchange Act of 1934, which
           contains a description of the Company's Class A Common Stock, par
           value $.10 (the "Class A 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, 1,150 shares of Class A Stock, options to purchase
10,500 shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock") and options to purchase 56,075 shares of Class A Stock. Mr.
Dornbush is also a trustee of a 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, 1,535,668 shares of Common Stock
and 229,825 shares of the Class A Stock and may therefore be deemed a beneficial
owner of such shares..



<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 proceedings
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 proceedings, 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 and officers to
the extent that they have been successful on the merits or otherwise in defense
of any such action, suit or proceedings, 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 directors' and officers' liability insurance
policy which provides for payment of expenses of the Company's directors and
officers in connection with certain threatened, or completed, actions, suits and
proceedings against them in their capacities as directors and officers, in
accordance with the Company's By-Laws and the General Corporation Law of
Delaware.


<PAGE>


           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 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.

Exhibit
Number                                        Exhibit
-------                                       -------
4.01       Relevant portion of the Company's Certificate of Incorporation
           defining the rights of the holders of the Company's Class A Common
           Stock.  (Incorporated herein by reference to Exhibit 3.01 to the
           Registration Statement on Form S-4 of the Company's predecessor,
           Benihana National Corp., Registration No. 33-88295, made effective
           March 23, 1995.

4.02       The Company's 2000 Employees Stock Option Plan (Incorporated herein
           by reference to Exhibit A to the Company's Proxy Statement for its
           Annual Meeting held on August 3, 2000).

4.03       The Company's 2003 Directors' Stock Option Plan (Incorporated herein
           by reference to Exhibit A to the Company's Proxy Statement for its
           Annual Meeting held on August 21, 2003).

4.04       Stock Option Agreement dated February 9, 2001 between the Registrant
           and Norman S. Becker.

4.05       Stock Option Agreement dated February 9, 2001 between the Registrant
           and Max Pine.

4.06       Stock Option Agreement dated June 5, 2003 between the Registrant and
           Yoshihiro Sano.

4.07       Stock Option Agreement dated June 5, 2003 between the Registrant and
           Robert B. Sturges.

5.01       Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP.


<PAGE>


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) 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.


<PAGE>


           (c) Insofar as indemnification for liabilities arising under the
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.



<PAGE>


                                   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 27th day of
August, 2003.


                                           BENIHANA INC.



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


                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joel A. Schwartz and Darwin C. Dornbush,
and each of them, him 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:


                               President, Chief
/s/ Joel A. Schwartz           Executive Officer
---------------------------    and Director
    Joel A. Schwartz                                            August 28, 2003


<PAGE>



Principal Financial And Accounting Officer:



/s/ Michael R. Burris
---------------------------     Senior Vice President-
    Michael R. Burris           Finance and Treasurer           August 28, 2003

Directors:


                                Executive Vice
/s/ Taka Yoshimoto              President-Operations
---------------------------     and Director                    August 28, 2003
    Taka Yoshimoto




/s/ Kevin Y. Aoki               Vice President-
---------------------------     Marketing and Director
    Kevin Y. Aoki                                               August 28, 2003




/s/ John E. Abdo
--------------------------
    John E. Abdo                Director                        August 28, 2003




/s/ Norman Becker
-------------------------
    Norman Becker               Director                        August 28, 2003




/s/ Darwin C. Dornbush
-------------------------
    Darwin C. Dornbush          Secretary and Director          August 28, 2003




/s/ Max Pine
-------------------------
    Max Pine                     Director                       August 28, 2003


<PAGE>



/s/ Yoshihiro Sano
-------------------------
    Yoshihiro Sano               Director                       August 28, 2003




/s/ Robert B. Sturges
-------------------------
    Robert B. Sturges            Director                       August 28, 2003



<PAGE>


                                                                   EXHIBIT 4.05

                                  BENIHANA INC.

          INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS GRANTED





                     STOCK OPTION AGREEMENT,  made and entered into as of the
9th day of February, 2001 (the "Date of Grant"), by and between BENIHANA INC., a
Delaware corporation (the "Company"), and MAX PINE, a director of the Company
(the "Option Holder").

                     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.  Pursuant to the terms
                                          ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option  exercise
                                          -------------
price of the shares of Class A Stock  covered by the Option shall be $9.00 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.        RIGHTS AS 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.
<PAGE>

                               7.        PURCHASE FOR INVESTMENT.  The Option
                                         -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.        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 or by the laws of descent and distribution.

                               9.        TERMINATION OF EMPLOYMENT.  No option
                                         -------------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.       DEATH OF OPTION HOLDER.  In the event
                                         ----------------------
of the death of the Option Holder while a director of the Company, 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.

                               11.       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 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.

                               12.       RESTRICTION OF 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 mat 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.
<PAGE>

                               13.       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.

                               14.       AMENDMENTS.  This Agreement shall be
                                         ----------
subject to any duly authorized amendments applicable to options issued under
the Company's Directors' Stock Option Plan (the "Plan"), to the extent and as
provided in Section 13 of the Plan.

                               15.       NOTICES.  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.

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

                               17.       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
8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.       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.

                               19.       ENTIRE AGREEMENT.  Although this Option
                                         ----------------
is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.



                                          BENIHANA INC.



                                          By: /s/ Joel A. Schwartz
                                             ----------------------------------
                                          Name:   Joel A. Schwartz
                                          Title:  President



                                              /s/ Max Pine
                                             ----------------------------------
                                                  Max Pine, Option Holder

<PAGE>


                                                                   EXHIBIT 4.04

                                  BENIHANA INC.

          INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS GRANTED





                     STOCK OPTION AGREEMENT,  made and entered into as of the
9th day of February, 2001 (the "Date of Grant"), by and between BENIHANA INC., a
Delaware corporation (the "Company"), and NORMAN BECKER, a director of the
Company (the "Option Holder").

                     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.  Pursuant to the terms
                                         ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option exercise
                                          -------------
price of the shares of Class A Stock covered by the Option shall be $9.00 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.         RIGHTS AS 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.
<PAGE>

                               7.         PURCHASE FOR INVESTMENT.  The Option
                                          -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.         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 or by the laws of descent and distribution.

                               9.         TERMINATION OF EMPLOYMENT.  No option
                                          -------------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.        DEATH OF OPTION HOLDER.  In the event
                                          ----------------------
of the death of the Option Holder while a director of the Company,  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.

                               11.        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 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.

                               12.        RESTRICTION OF 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 mat 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.
<PAGE>

                               13.        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.

                               14.        AMENDMENTS.  This Agreement shall be
                                          ----------
subject to any duly authorized amendments applicable to options issued under
the Company's Directors' Stock Option Plan (the "Plan"), to the extent and as
provided in Section 13 of the Plan.

                               15.        NOTICES.  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.

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

                               17.        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 8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.        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.

                               19.        ENTIRE AGREEMENT.  Although this
                                          ----------------
Option is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.



                                        BENIHANA INC.



                                        By: /s/ Joel A. Schwartz
                                           ----------------------------------
                                        Name:   Joel A. Schwartz
                                        Title:  President



                                            /s/ Norman Becker
                                            ----------------------------------
                                                Norman Becker, Option Holder

<PAGE>


                                                                   EXHIBIT 4.06

                                  BENIHANA INC.

              INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS





                     STOCK OPTION  AGREEMENT,  made and entered into as of the
5th day of June,  2003 (the "Date of Grant"),  by and between  BENIHANA INC., a
Delaware corporation (the "Company"), and YOSHIHIRO SANO, a director of the
Company (the "Option Holder").

                     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.  Pursuant to the terms
                                          ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option exercise
                                          -------------
price of the shares of Class A Stock covered by the Option shall be $13.22 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.         RIGHTS AS 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.

<PAGE>


                               7.         PURCHASE FOR INVESTMENT.  The Option
                                          -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.         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 or by the laws of descent and distribution.

                               9.         TERMINATION OF SERVICE.  No option
                                          ----------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.        DEATH OF OPTION HOLDER.  In the event
                                          ----------------------
of the death of the Option Holder while a director of the Company, 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.

                               11.        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 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.

                               12.        RESTRICTION OF 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 mat 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.
<PAGE>

                               13.        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.

                               14.        AMENDMENTS.  This Agreement shall be
                                          ----------
subject to any duly authorized amendments applicable to options issued under
the Company's 2003 Directors' Stock Option Plan (the "Plan"), to the extent and
as provided in Section 13 of the Plan.

                               15.        NOTICES.  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.

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

                               17.        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 8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.        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.

                               19.        ENTIRE AGREEMENT.  Although this
                                          ----------------
Option is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.


                                       BENIHANA INC.



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



                                           /s/ Yoshihiro Sano
                                          -------------------------------------
                                               Yoshihiro Sano, Option Holder

<PAGE>


                                                                   EXHIBIT 4.07

                                  BENIHANA INC.

              INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS





                     STOCK OPTION  AGREEMENT,  made and entered into as of the
5th day of June,  2003 (the "Date of Grant"),  by and between  BENIHANA INC., a
Delaware corporation (the "Company"), and ROBERT B. STURGES, a director of the
Company (the "Option Holder").

                     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.  Pursuant to the terms
                                          ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option  exercise
                                          -------------
price of the shares of Class A Stock covered by the Option shall be $13.22 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.         RIGHTS AS 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.
<PAGE>

                               7.         PURCHASE FOR INVESTMENT.  The Option
                                          -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.         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 or by the laws of descent and distribution.

                               9.         TERMINATION OF SERVICE.  No option
                                          ----------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.        DEATH OF OPTION HOLDER.  In the event
                                          ----------------------
of the death of the Option Holder while a director of the Company, 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.

                               11.        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 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.

                               12.        RESTRICTION OF 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 mat 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.
<PAGE>

                               13.        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.

                               14.        AMENDMENTS.  This Agreement shall be
                                          ----------
subject to any duly authorized amendments applicable to options issued under
the Company's 2003 Directors' Stock Option Plan (the "Plan"), to the extent and
as provided in Section 13 of the Plan.

                               15.        NOTICES.  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.

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

                               17.        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 8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.        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.

                               19.        ENTIRE AGREEMENT.  Although this
                                          ----------------
Option is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.


                                    BENIHANA INC.



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


                                        /s/ Robert B. Sturges
                                       ----------------------------------------
                                            Robert B. Sturges, Option Holder

<PAGE>


                                                                   EXHIBIT 5.01


           [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]


                                                      August 27, 2003


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


                               Re:        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 1,905,703 shares (the
"Shares") of the Company's Class A Common Stock, par value $.10 (the "Class A
Stock"), 1,584,203 of which Shares may be issued by the Company pursuant to the
Company's 2000 Employees Class A Stock Option Plan (the "Employees Plan"), which
was approved by the stockholders of the Company at its Annual Meeting of
Stockholders held August 3, 2000, 300,000 of which Shares may be issued by the
Company pursuant to the Company's 2003 Directors' Stock Option Plan (the
"Directors' Plan") which was approved by the stockholders of the Company at its
Annual Meeting of Stockholders held August 21, 2003, and 21,500 of which shares
may be issued by the Company pursuant to non-plan stock option agreements
(collectively, the "Option Agreements") between the Company and certain of its
directors.

           In connection with this opinion, we have examined the Company's
Certificate of Incorporation and By-Laws, the Employees Plan, the Directors'
Plan, the Option Agreements, 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 Employees Plan, the
Directors' Plan and the Option Agreements, respectively, will be duly
authorized, legally issued, fully paid and non-assessable.


<PAGE>


Securities and Exchange Commission
August 27, 2003
Page 2



           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,
                                      /s/ Dornbush Mensch Mandelstam
                                          & Schaeffer, LLP
                                          DORNBUSH MENSCH MANDELSTAM
                                          & SCHAEFFER, LLP



<PAGE>


                                                                  EXHIBIT 23.02








INDEPENDENT AUDITORS' CONSENT




We consent to the incorporation by reference in this Registration Statement of
Benihana Inc. on Form S-8 of our report dated May 15, 2003, incorporated by
reference in the Annual Report on Form 10-K of Benihana Inc. for the year ended
March 30, 2003.



Deloitte & Touche LLP

Miami, Florida
August 28, 2003
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "secsgml_size_bytes": 77876}]
{"company-data": {"conformed-name": "BENIHANA INC", "cik": "0000935226", "assigned-sic": "5812", "irs-number": "650538630", "state-of-incorporation": "DE", "fiscal-year-end": "0328"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108315", "film-number": "03871333"}, "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 August 27, 2003

                                                        Registration No. 333-
--------------------------------------------------------------------------------
                       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)

                    2000 Employees Class A Stock Option Plan

                        2003 Directors' Stock Option Plan

                  Stock Option Agreement dated February 9, 2001
                   between the Registrant and Norman S. Becker

                  Stock Option Agreement dated February 9, 2001
                       between the Registrant and Max Pine

                    Stock Option Agreement dated June 5, 2003
                    between the Registrant and Yoshihiro Sano

                    Stock Option Agreement dated June 5, 2003
                  between the Registrant and Robert B. Sturges
                            (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
                                 (212) 759-3300
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                                    Proposed
                                                             Proposed               Maximum
  Title of Securities to be           Amount to be         Maximum Price            Aggregate               Amount of
        Registered                     Registered            Per Share*           Offering Price*        Registration Fee
--------------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par value      1,077,000 shares
$.10 per share                                                $11.765**            $12,670,905**               $1,025.07
--------------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par value          828,703
$.10 per share                            shares              $12.07***            $10,002,445***               $809.20
--------------------------------------------------------------------------------------------------------------------------

TOTAL                                1,905,703 shares
                                                                                    $22,673,350                $1,834.27
--------------------------------------------------------------------------------------------------------------------------
* Estimated solely for purposes of calculating the registration fee.

**         Relates to shares issuable upon exercise of options that may be
           granted under the Company's 2000 Employees Class A Stock Option Plan
           and 2003 Directors' Stock Option Plan (collectively, the "Plans") for
           which the offering price is not known. As to such shares, the
           offering price is calculated in accordance with Rules 457(c) under
           the Securities Act of 1933 based upon the average of the high and low
           sale price of the Class A Common Stock of Benihana Inc. as reported
           on the NASDAQ National Market System on August 25, 2003.

***        Relates to shares that are subject to non-plan option agreements as
           well as options granted under the Plans for which the option price is
           known. As to such shares, the price is calculated in accordance with
           Rule 457(h)(1) under the Securities Act of 1933 based upon the
           weighted average of the exercise prices of such options.
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 30, 2003 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 30, 2003.

                     (c) 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 the Securities Exchange Act of 1934, which
           contains a description of the Company's Class A Common Stock, par
           value $.10 (the "Class A 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, 1,150 shares of Class A Stock, options to purchase
10,500 shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock") and options to purchase 56,075 shares of Class A Stock. Mr.
Dornbush is also a trustee of a 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, 1,535,668 shares of Common Stock
and 229,825 shares of the Class A Stock and may therefore be deemed a beneficial
owner of such shares..
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 proceedings
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 proceedings, 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 and officers to
the extent that they have been successful on the merits or otherwise in defense
of any such action, suit or proceedings, 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 directors' and officers' liability insurance
policy which provides for payment of expenses of the Company's directors and
officers in connection with certain threatened, or completed, actions, suits and
proceedings against them in their capacities as directors and officers, 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 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.

Exhibit
Number                                        Exhibit
-------                                       -------
4.01       Relevant portion of the Company's Certificate of Incorporation
           defining the rights of the holders of the Company's Class A Common
           Stock.  (Incorporated herein by reference to Exhibit 3.01 to the
           Registration Statement on Form S-4 of the Company's predecessor,
           Benihana National Corp., Registration No. 33-88295, made effective
           March 23, 1995.

4.02       The Company's 2000 Employees Stock Option Plan (Incorporated herein
           by reference to Exhibit A to the Company's Proxy Statement for its
           Annual Meeting held on August 3, 2000).

4.03       The Company's 2003 Directors' Stock Option Plan (Incorporated herein
           by reference to Exhibit A to the Company's Proxy Statement for its
           Annual Meeting held on August 21, 2003).

4.04       Stock Option Agreement dated February 9, 2001 between the Registrant
           and Norman S. Becker.

4.05       Stock Option Agreement dated February 9, 2001 between the Registrant
           and Max Pine.

4.06       Stock Option Agreement dated June 5, 2003 between the Registrant and
           Yoshihiro Sano.

4.07       Stock Option Agreement dated June 5, 2003 between the Registrant and
           Robert B. Sturges.

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) 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 the
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 27th day of
August, 2003.

                                           BENIHANA INC.

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

                                POWER OF ATTORNEY

           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joel A. Schwartz and Darwin C. Dornbush,
and each of them, him 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:

                               President, Chief
/s/ Joel A. Schwartz           Executive Officer
---------------------------    and Director
    Joel A. Schwartz                                            August 28, 2003
Principal Financial And Accounting Officer:

/s/ Michael R. Burris
---------------------------     Senior Vice President-
    Michael R. Burris           Finance and Treasurer           August 28, 2003

Directors:

                                Executive Vice
/s/ Taka Yoshimoto              President-Operations
---------------------------     and Director                    August 28, 2003
    Taka Yoshimoto

/s/ Kevin Y. Aoki               Vice President-
---------------------------     Marketing and Director
    Kevin Y. Aoki                                               August 28, 2003

/s/ John E. Abdo
--------------------------
    John E. Abdo                Director                        August 28, 2003

/s/ Norman Becker
-------------------------
    Norman Becker               Director                        August 28, 2003

/s/ Darwin C. Dornbush
-------------------------
    Darwin C. Dornbush          Secretary and Director          August 28, 2003

/s/ Max Pine
-------------------------
    Max Pine                     Director                       August 28, 2003
/s/ Yoshihiro Sano
-------------------------
    Yoshihiro Sano               Director                       August 28, 2003

/s/ Robert B. Sturges
-------------------------
    Robert B. Sturges            Director                       August 28, 2003
EXHIBIT 4.05

                                  BENIHANA INC.

          INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS GRANTED

                     STOCK OPTION AGREEMENT,  made and entered into as of the
9th day of February, 2001 (the "Date of Grant"), by and between BENIHANA INC., a
Delaware corporation (the "Company"), and MAX PINE, a director of the Company
(the "Option Holder").

                     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.  Pursuant to the terms
                                          ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option  exercise
                                          -------------
price of the shares of Class A Stock  covered by the Option shall be $9.00 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.        RIGHTS AS 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.        PURCHASE FOR INVESTMENT.  The Option
                                         -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.        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 or by the laws of descent and distribution.

                               9.        TERMINATION OF EMPLOYMENT.  No option
                                         -------------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.       DEATH OF OPTION HOLDER.  In the event
                                         ----------------------
of the death of the Option Holder while a director of the Company, 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.

                               11.       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 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.

                               12.       RESTRICTION OF 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 mat 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.
13.       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.

                               14.       AMENDMENTS.  This Agreement shall be
                                         ----------
subject to any duly authorized amendments applicable to options issued under
the Company's Directors' Stock Option Plan (the "Plan"), to the extent and as
provided in Section 13 of the Plan.

                               15.       NOTICES.  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.

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

                               17.       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
8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.       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.

                               19.       ENTIRE AGREEMENT.  Although this Option
                                         ----------------
is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.

                                          BENIHANA INC.

                                          By: /s/ Joel A. Schwartz
                                             ----------------------------------
                                          Name:   Joel A. Schwartz
                                          Title:  President

                                              /s/ Max Pine
                                             ----------------------------------
                                                  Max Pine, Option Holder
EXHIBIT 4.04

                                  BENIHANA INC.

          INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS GRANTED

                     STOCK OPTION AGREEMENT,  made and entered into as of the
9th day of February, 2001 (the "Date of Grant"), by and between BENIHANA INC., a
Delaware corporation (the "Company"), and NORMAN BECKER, a director of the
Company (the "Option Holder").

                     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.  Pursuant to the terms
                                         ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option exercise
                                          -------------
price of the shares of Class A Stock covered by the Option shall be $9.00 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.         RIGHTS AS 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.         PURCHASE FOR INVESTMENT.  The Option
                                          -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.         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 or by the laws of descent and distribution.

                               9.         TERMINATION OF EMPLOYMENT.  No option
                                          -------------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.        DEATH OF OPTION HOLDER.  In the event
                                          ----------------------
of the death of the Option Holder while a director of the Company,  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.

                               11.        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 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.

                               12.        RESTRICTION OF 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 mat 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.
13.        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.

                               14.        AMENDMENTS.  This Agreement shall be
                                          ----------
subject to any duly authorized amendments applicable to options issued under
the Company's Directors' Stock Option Plan (the "Plan"), to the extent and as
provided in Section 13 of the Plan.

                               15.        NOTICES.  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.

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

                               17.        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 8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.        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.

                               19.        ENTIRE AGREEMENT.  Although this
                                          ----------------
Option is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.

                                        BENIHANA INC.

                                        By: /s/ Joel A. Schwartz
                                           ----------------------------------
                                        Name:   Joel A. Schwartz
                                        Title:  President

                                            /s/ Norman Becker
                                            ----------------------------------
                                                Norman Becker, Option Holder
EXHIBIT 4.06

                                  BENIHANA INC.

              INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS

                     STOCK OPTION  AGREEMENT,  made and entered into as of the
5th day of June,  2003 (the "Date of Grant"),  by and between  BENIHANA INC., a
Delaware corporation (the "Company"), and YOSHIHIRO SANO, a director of the
Company (the "Option Holder").

                     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.  Pursuant to the terms
                                          ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option exercise
                                          -------------
price of the shares of Class A Stock covered by the Option shall be $13.22 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.         RIGHTS AS 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.         PURCHASE FOR INVESTMENT.  The Option
                                          -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.         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 or by the laws of descent and distribution.

                               9.         TERMINATION OF SERVICE.  No option
                                          ----------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.        DEATH OF OPTION HOLDER.  In the event
                                          ----------------------
of the death of the Option Holder while a director of the Company, 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.

                               11.        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 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.

                               12.        RESTRICTION OF 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 mat 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.
13.        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.

                               14.        AMENDMENTS.  This Agreement shall be
                                          ----------
subject to any duly authorized amendments applicable to options issued under
the Company's 2003 Directors' Stock Option Plan (the "Plan"), to the extent and
as provided in Section 13 of the Plan.

                               15.        NOTICES.  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.

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

                               17.        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 8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.        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.

                               19.        ENTIRE AGREEMENT.  Although this
                                          ----------------
Option is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.

                                       BENIHANA INC.

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

                                           /s/ Yoshihiro Sano
                                          -------------------------------------
                                               Yoshihiro Sano, Option Holder
EXHIBIT 4.07

                                  BENIHANA INC.

              INDIVIDUAL STOCK OPTION AGREEMENT FOR NON-ISO OPTIONS

                     STOCK OPTION  AGREEMENT,  made and entered into as of the
5th day of June,  2003 (the "Date of Grant"),  by and between  BENIHANA INC., a
Delaware corporation (the "Company"), and ROBERT B. STURGES, a director of the
Company (the "Option Holder").

                     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.  Pursuant to the terms
                                          ------------
and conditions of this Agreement, the Company hereby grants to the Option
Holder an Option (the "Option") to purchase 5,000 shares (subject to adjustment
as provided in Paragraph 11 of this Agreement) of the Company's Class A Common
Stock, par value $.10 a share (the "Class A Stock").

                               2.         OPTION  PRICE.  The Option  exercise
                                          -------------
price of the shares of Class A Stock covered by the Option shall be $13.22 per
share.

                               3.         TIME OF  EXERCISE.  The Option shall
                                          -----------------
become  exercisable  with respect to 1,666 shares of Class A Stock on the date
hereof, with respect to an additional 1,667 shares of Class A Stock commencing
one year from the date hereof; and with respect to the remaining 1,667 shares of
Class A Stock commencing two years from the date hereof. The Option may be
exercised from time to time and at any time or times prior to its expiration
with respect to all, or any whole number, of the shares of stock for which it
shall have become exercisable, subject however, to the provisions of Paragraphs
9 and 10 of this Agreement as to earlier expiration of the Option by reason of
the Option Holder's death or termination of his services as a director. No
omission to exercise the Option with respect to any shares shall result in lapse
of the Option with respect thereto until the Option has expired as provided in
this Agreement.

                               4.         EXPIRATION OF OPTION.  Subject to the
                                          --------------------
provisions of Paragraphs 9  and 10 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 A. Such notice shall be
accompanied by a certified or cashiers 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, with the approval of the
Company's Board of Directors (the "Board"), pay the Option price (or balance
thereof) by tendering to the Company shares of the Company's Class A Stock owned
by him and having a fair market value (as determined by the Board 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.

                               6.         RIGHTS AS 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.         PURCHASE FOR INVESTMENT.  The Option
                                          -----------------------
Holder represent that he is accepting the Option for his own account for
investment and with no intention of distributing or selling the shares covered
by the Option. The Option Holder agrees that, at such time or times as he
exercises the Option and as a condition of its exercise, if so requested by the
Board or Committee, he shall deliver to the Company a written representation (in
form acceptable to the Board or Committee) that the shares as to which the
Option Holder is exercising the Option are being purchased for investment and
not with a view to their distribution, together with such other or additional
representations and agreements and information as the Board or Committee deems
necessary or desirable to assure compliance by the Company, on terms acceptable
to it, with the provisions of the Securities Act of 1933 and any other
applicable legal requirements, and the Option Holder also agrees that the
certificates representing the shares covered by the Option shall each bear a
legend in substantially the following form:

                     "The Shares represented by this certificate have not been
                     registered under the Securities Act of 1933. The shares may
                     not be pledged or hypothecated and may not be sold or
                     transferred in the absence of an effective Registration
                     Statement for the shares under the Securities Act of 1933
                     or an opinion of counsel to the Company that registration
                     is not required under said Act. In the event that a
                     Registration Statement becomes effective covering the
                     shares or counsel to the Company delivers a written opinion
                     that registration is not required under said Act, this
                     certificate may be exchanged for a certificate free from
                     this legend."

                               8.         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 or by the laws of descent and distribution.

                               9.         TERMINATION OF SERVICE.  No option
                                          ----------------------
shall be exercisable after the date which is three months after the date upon
which the Option Holder ceases to serve as a director of the Company for any
reason including death, disability or resignation, except that in the even such
termination results from the death of the Option Holder, an Option may be
exercised at any time within three months after the appointment and
qualification of the Option Holder's legal representative, but in each case
prior to the expiration of the form 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
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 his services at any time.

                               10.        DEATH OF OPTION HOLDER.  In the event
                                          ----------------------
of the death of the Option Holder while a director of the Company, 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.

                               11.        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 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.

                               12.        RESTRICTION OF 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 mat 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.
13.        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.

                               14.        AMENDMENTS.  This Agreement shall be
                                          ----------
subject to any duly authorized amendments applicable to options issued under
the Company's 2003 Directors' Stock Option Plan (the "Plan"), to the extent and
as provided in Section 13 of the Plan.

                               15.        NOTICES.  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.

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

                               17.        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 8 and 10 of this Agreement, the estate, personal representatives and
beneficiaries of the Option Holder.

                               18.        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.

                               19.        ENTIRE AGREEMENT.  Although this
                                          ----------------
Option is not granted under the Plan, the provisions of the Plan, except for
Sections 2, 4 and 12 thereof, are incorporated herein by reference and are a
part of this Agreement. The Plan and this Agreement constitute the entire
agreement between the parties relating to the grant of the Options contemplated
hereby and supersedes all prior and contemporaneous agreements, both written and
oral, with respect to the subject matter hereof. In the event of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling.

                               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 as of the day and year first above-written.

                                    BENIHANA INC.

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

                                        /s/ Robert B. Sturges
                                       ----------------------------------------
                                            Robert B. Sturges, Option Holder
EXHIBIT 5.01

           [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]

                                                      August 27, 2003

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

                               Re:        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 1,905,703 shares (the
"Shares") of the Company's Class A Common Stock, par value $.10 (the "Class A
Stock"), 1,584,203 of which Shares may be issued by the Company pursuant to the
Company's 2000 Employees Class A Stock Option Plan (the "Employees Plan"), which
was approved by the stockholders of the Company at its Annual Meeting of
Stockholders held August 3, 2000, 300,000 of which Shares may be issued by the
Company pursuant to the Company's 2003 Directors' Stock Option Plan (the
"Directors' Plan") which was approved by the stockholders of the Company at its
Annual Meeting of Stockholders held August 21, 2003, and 21,500 of which shares
may be issued by the Company pursuant to non-plan stock option agreements
(collectively, the "Option Agreements") between the Company and certain of its
directors.

           In connection with this opinion, we have examined the Company's
Certificate of Incorporation and By-Laws, the Employees Plan, the Directors'
Plan, the Option Agreements, 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 Employees Plan, the
Directors' Plan and the Option Agreements, respectively, will be duly
authorized, legally issued, fully paid and non-assessable.
Securities and Exchange Commission
August 27, 2003
Page 2

           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,
                                      /s/ Dornbush Mensch Mandelstam
                                          & Schaeffer, LLP
                                          DORNBUSH MENSCH MANDELSTAM
                                          & SCHAEFFER, LLP
EXHIBIT 23.02

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Benihana Inc. on Form S-8 of our report dated May 15, 2003, incorporated by
reference in the Annual Report on Form 10-K of Benihana Inc. for the year ended
March 30, 2003.

Deloitte & Touche LLP

Miami, Florida
August 28, 2003