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)

Delawar                                                       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)

                Non-Qualified Stock Option issued to John E. Abdo
             Non-Qualified Stock Option issued to Darwin C. Dornbush
                         (Full title of the plans)

                             Joel A. Schwartz
                               Benihana Inc
                        8685 Northwest 53rd Terrace
                           Miami, Florida 33166
                  (Name and address of agent for service)
                             (305) 593-0770
            Telephone          number, including area code, of agent for service
                               Copy to:
                      Herschel S. Weinstein, Esq.
              Dornbush Mensch Mandelstam & Schaeffer, LLP
                           747 Third Avenue
                       New York, New York  10017
                           (212) 759-3300

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

Common Stock, par
value $.10 per share   20,000 shares    $ 5.75       $115,000         $ 30.36
-------------------------------------------------------------------------------


 * Estimated solely for purposes of calculating the registration fee. Calculated
in  accordance  with Rule  457(h)(1)  under the  Securities  Act of 1933. As all
shares are subject to outstanding but unexercised options, the price is computed
on the basis of the weighted average of the exercise prices of such options.


                               P R O S P E C T U S


                                   BENIHANA INC.


                          20,000 Shares of Common Stock


                  This Prospectus  relates to 20,000 shares of Common Stock, par
value  $.10 per share  (the  "Common  Stock"),  of  Benihana  Inc.,  a  Delaware
corporation  (the  "Company").  The shares of Common  Stock  offered  hereby are
referred  to herein as the  "Shares".  All of the Shares may be offered and sold
from time to time by the Selling  Stockholders named herein or their transferees
(the "Selling Stockholders") See "SELLING STOCKHOLDERS."

                  The Shares offered by this Prospectus may be sold from time to
time by the Selling Stockholders,  or by transferees, at any time after the date
of this Prospectus.  No underwriting  arrangements have been entered into by the
Selling Stockholders. The distribution of the Shares by the Selling Stockholders
may be  effected  in  one or  more  transactions  that  may  take  place  on the
over-the-counter    market,    including    ordinary   broker's    transactions,
privately-negotiated  transactions  or through  sales to one or more dealers for
resale of such shares as principals,  at market prices prevailing at the time of
sale, at prices related to such prevailing  market prices or negotiated  prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the Selling Stockholders in connection with sales of the Shares.

                  The Company will not receive any of the proceeds from the sale
of Shares by the Selling  Stockholders.  See "Selling  Stockholders." The Common
Stock is traded on the National  Market  System of the National  Association  of
Securities Dealers under the symbol BNHN. On March 29, 2000 the last trade price
for the Common Stock on the National Market System was $14 1/2.


NEITHER THE SECURITIES AND EXCHANGE  COMMISSION NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY
IS A CRIMINAL OFFENSE.


                 The Date of this Prospectus is March 30, 2000


                                   AVAILABLE INFORMATION

                  The Company is subject to the  informational  requirements  of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth Street,  N.W., Room 1024, Judiciary Plaza,  Washington,  D.C. 20549 and at
the Commission's  Regional Offices at Citicorp Center,  500 West Madison,  Suite
1400,  Chicago,  Illinois 60661 and 7 World Trade Center,  Suite 1300, New York,
New York  10048.  Copies  of such  material  can be  obtained  from  the  Public
Reference  Section  of the  Commission  at 450 Fifth  Street,  N.W.,  Room 1024,
Judiciary  Plaza,  Washington,  D.C. 20549, at prescribed  rates. The Commission
maintains a World Wide Web site that  contains  reports,  proxy and  information
statements and other information  regarding registrants that file electronically
with the  Commission.  The  address  of the  site is  http://www.  sec.gov.  The
Company's Common Stock is traded on the Nasdaq National Market System,  and such
reports, proxy statements and certain other information can also be inspected at
the National  Association  of Securities  Dealers,  Inc.,  1735 K Street,  N.W.,
Washington, D.C. 20006.

         The  Company  has filed with the  Commission  in  Washington,  D.C.,  a
Registration Statement on Form S-8 under the Securities Act, with respect to the
Common Stock being offered  hereby.  This Prospectus does not contain all of the
information  set  forth in such  Registration  Statement  and the  exhibits  and
schedules  thereto to which  reference is hereby made.  The  statements  in this
Prospectus  as to the contents of such  Registration  Statement are qualified in
their entirety by such reference. The Registration Statement,  together with its
exhibits and schedules,  may be inspected at the Public Reference Section of the
Commission in Washington,  D.C. at the address noted above, and copies of all or
any part  thereof  may be  obtained  from the  Commission  upon  payment  of the
prescribed fees.


                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents are incorporated herein by reference:

          1.       The  Company's Annual Report on Form 10-K for the fiscal
year ended March 28, 1999;

          2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the  fiscal
quarters ended July 18, 1999, October 10, 1999 and January 2, 2000; and

          3. The Company's proxy  statement for the Company's  Annual Meeting of
Stockholders held on August 5, 1999.



<PAGE>


All  documents  filed  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the
Exchange  Act  subsequent  to the date of the  Prospectus  shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the date
of filing of such documents.

                  The  Company  undertakes  to  provide  without  charge to each
person to whom a copy of this Prospectus has been delivered  copies of the above
documents,  other than exhibits thereto,  upon request of any such person to the
Secretary of the Company,  8685  Northwest  53rd Terrace,  Miami,  Florida 33166
(telephone number (305) 593-0770).

                                    THE COMPANY

                  Benihana Inc. and its  subsidiaries  (the  "Company")  own and
operate 53 Japanese  teppanyaki-style and sushi restaurants and franchise twelve
other such restaurants. The Company has the exclusive rights to own, develop and
license Benihana and Benihana Grill restaurants in the United States (subject to
certain rights owned by an affiliate,  Benihana of Tokyo,  Inc.,  ("BOT") in the
State of  Hawaii),  Central and South  America and the islands of the  Caribbean
Sea,  and owns the related  United  States  trademarks  and service  marks.  The
Company has also opened its first new sushi restaurant concept, "Sushi Doraku by
Benihana,"  and has  acquired  two sushi  restaurants  in New York  City  called
"Haru."

                  The  Benihana  restaurants  feature  the  teppanyaki-style  of
Japanese  cooking in which the food is  prepared  by a Benihana  chef on a grill
which forms part of the table on which the food is served.  The Benihana  Grills
are smaller  versions of the Benihana  restaurants  suitable for smaller markets
and strip shopping centers.

                  The  Company  is  incorporated  under the laws of the State of
Delaware.  The  principal  executive  offices of the Company are located at 8685
Northwest 53rd Terrace,  Miami,  Florida 33166 and its telephone number is (305)
593-0770).


                                   USE OF PROCEEDS

                  The Company will  receive  none of the net  proceeds  from the
sale of the Selling  Stockholders  Shares offered hereby.  The Company is paying
all  expenses  of the  registration  of the Shares  other than  underwriting  or
brokerage commission discounts and counsel fees for the Selling Stockholders.


                                PLAN OF DISTRIBUTION

                  The Selling  Stockholders  have  advised the Company that they
may offer and sell the  shares of Common  Stock  offered  hereby  (See  "Selling
Stockholders")  from  time  to  time  in  broker's  transactions,   individually
negotiated  transactions  or a combination  thereof at market prices  prevailing
from time to time.  The  precise  amounts  and timing of sales,  if any,  of the
shares  offered  hereby  will be  determined  from  time to time by the  Selling
Stockholders in their sole discretion.

                  The  Company has agreed to bear the costs of  registering  the
Selling  Stockholders Shares offered hereby under the Securities Act of 1933, as
amended.

                  The  Selling   Stockholders   will  deliver  a  Prospectus  in
connection with the sale of the Shares offered hereby.

                              SELLING STOCKHOLDERS

                  The Selling Stockholders are offering hereby a total of 20,000
shares of Common Stock.  The following  table sets forth the name of each of the
Selling Stockholders, such person's relationship with the Company, the number of
Shares of such class now owned by each Selling Stockholder (including the number
of shares the Selling  Stockholder has the right to acquire through the exercise
of options and  warrants),  the total  number of Shares  offered  hereby and the
number of Shares and percentage of such class which will be owned by each of the
Selling Stockholders after completion of the Offering:

                        Common Stock
                        ------------

                      Number of       Number of       Shares to       Percentage
                      Shares of       Shares of       be Owned        of Class
                      Class           Class           After           After
   Name               Owned           Offered         Offering        Offering
   ----               ---------       ---------       --------        ----------
John E. Abdo1         27,5002           7,500          20,000            *

Darwin C. Dornbush3   17,5004          12,500           5,000            *


---------------------------

        1  Mr. Abdo is a director of the Company.
        2 Includes 17,500 shares receivable  through exercise of options.  3 Mr.
        Dornbush is a director  and the  Secretary  of the Company 4 Consists of
        17,500 shares receivable through exercise of options.

        *        Less than 1%.





                              LEGAL MATTERS

                 The legality of the  securities  being  offered  hereby will be
passed upon for the Company by Dornbush Mensch Mandelstam & Schaeffer,  LLP, New
York, New York.  Darwin C. Dornbush,  a partner in Dornbush Mensch  Mandelstam &
Schaeffer,  LLP.,  is a director  and the  Secretary  of the  Company  and owns,
beneficially  and of record,  1,000 shares of the Company's Class A Common Stock
and options to purchase  17,500 shares of the Company's  Common Stock and 20,000
shares of the Company's Class A Common Stock and is a Selling  Stockholder.  Mr.
Dornbush is also a trustee of a voting trust which is the record owner of all of
the  issued  and  outstanding  stock of  Benihana  of Tokyo  Inc.,  which  owns,
beneficially and of record,  1,830,405 shares of the Common Stock and 700 shares
of the Company's Series A Convertible Preferred Stock, which is convertible into
105,263 shares of the Company's Class A Stock.

                                  EXPERTS

                  The  consolidated  financial  statements  incorporated in this
Prospectus by reference  from the  Company's  Annual Report on Form 10-K for the
year  ended  March  28,  1999  have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.





                   ---------------------------------            ----------------

    No  dealer,  salesman  or any  other  person  has been
authorized  to  give  any   information  or  to  make  any
representations   not  contained  in  this  Prospectus  in      BENIHANA INC.
connection  with the  offering  described  herein  and, if
given or made,  such  information or  representation  must
not be  relied  upon  as  having  been  authorized  by the    12,500 Shares of
Company  or any  Underwriter.  This  Prospectus  does  not  Class A Common Stock
constitute  an offer of any  securities  other  than those
specifically  offered  hereby or of any of the  securities
offered hereby in any  jurisdiction  to any person to whom
it is unlawful to make such offer or  solicitation in such
jurisdiction.  Neither  the  delivery  of this  Prospectus
nor   any   sale   made   hereunder   shall,   under   any
circumstances,  create any implication that there has been
no change in the  affairs  of the  Company  since the date
hereof.

                        ------------                              --------

                     TABLE OF CONTENTS                           PROSPECTUS
                                                                  --------

                                                Page
                                                ----
Available Information....................................2
Incorporation of Certain
  Documents by Reference.................................2
The Company..............................................3      March 30, 2000
Use of Proceeds..........................................3
Plan of Distribution.....................................3
Selling Stockholders.....................................4
Legal Matters............................................4
Experts..................................................5



              -------------------------                         ----------------




                                   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 28, 1999 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 28, 1999.

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

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

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Darwin C. Dornbush,  a partner in Dornbush Mensch Mandelstam &
Schaeffer,  LLP.,  counsel to the Company,  is a director  and  Secretary of the
Company and owns,  beneficially  and of record,  1,000  shares of the  Company's
Common  Stock,  par value $.10 per share (the  "Common  Stock")  and  options to
purchase  17,500  shares of the Common Stock and 20,000  shares of the Company's
Class A Common Stock,  par value $.10 (the "Class A Stock").  Mr.  Dornbush is a
Selling Stockholder hereunder.  Mr. Dornbush is also a trustee of a voting trust
which is the record owner of all of the issued and outstanding stock of Benihana
of Tokyo Inc., a New York  corporation  ("BOT") which owns,  beneficially and of
record,  1,830,405  shares of the Common  Stock and 700 shares of the  Company's
Series A Convertible  Preferred Stock,  which is convertible into 105,263 shares
of the Company's Class A Stock.




Item 6.  Indemnification of Directors and Officers.

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

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

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

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933,  may be  permitted  to  directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is  therefore  unenforceable.  Furthermore,  the  Company  has given
ertain  undertakings  with respect to  indemnification  in connection  with this
Registration Statement.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

                   4.01             - Stock Option  Agreement dated July 1, 1992
                                    between    Benihana    National   Corp.,   a
                                    predecessor  of the  Company,  and  John  E.
                                    Abdo.

                   4.02   - Stock Option Agreement dated August 4, 1995 between
                                    the Company and Darwin C. Dornbush.

                   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.



<PAGE>


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

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





                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Miami and State of Florida,  on the 29th day of
March, 2000.


                                             BENIHANA, INC.



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





                         POWER OF ATTORNEY




<PAGE>


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


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


    SIGNATURE                         TITLE                           DATE
    ---------                         -----                           ----

Principal Executive
Officer:




 /s/ Joel A. Schwartz           President, Chief                 March 29, 2000
 ----------------------         Executive Officer
     Joel A. Schwartz           and Director


Principal Financial and
Accounting Officer:




   /s/ Michael R. Burris         Vice President-                 March 29, 2000
  ------------------------       Finance
       Michael R. Burris



<PAGE>



DIRECTORS:




 /s/ Taka Yoshimoto           Executive Vice President-          March 29, 2000
 ---------------------        Operations and a Director
     Taka Yoshimoto




 /s/ Kevin Aoki                Vice President-Marketing          March 29, 2000
 -----------------------       and a Director
     Kevin Aoki




 /s/ Norman Becker              Director                         March 29, 2000
 ------------------------
     Norman Becker




/s/ Robert B. Greenberg         Director                         March 29, 2000
--------------------------
    Robert B. Greenberg




 /s/ John E. Abdo                Director                        March 29, 2000
 --------------------------
     John E. Abdo





 /s/ Darwin C. Dornbush          Director                        March 29, 2000
 ---------------------------
     Darwin C. Dornbush



<PAGE>


                                 EXHIBIT INDEX


Exhibit                                                           Consecutively
Number                         Exhibit                            Numbered Page
-------                        -------                            --------------

 4.01  - Stock Option Agreement dated July 1, 1992                      15
               between Benihana National Corp., a predecessor
               of the Company, and John E. Abdo.

 4.02  - Stock Option Agreement dated August 4, 1995                    24
               between the Company and Darwin C. Dornbush.

 5.01  - Opinion of Dornbush Mensch Mandelstam                          32
               & Schaeffer, LLP.


23.02  - Consent of Deloitte & Touche LLP.                              33


<PAGE>



                                                                   EXHIBIT 4.01

                           BENIHANA NATIONAL CORP.

            INDIVIDUAL STOCK OPTION AGREEMENT FOR OPTIONS GRANTED


         STOCK  OPTION  AGREEMENT,  made and  entered  into as of the 1st day of
July,  1992 (the "Date of Grant"),  by and between  BENIHANA  NATIONAL  CORP., a
Delaware  corporation (the "Company") and JOHN E. ABDO a director of the Company
(the "Option Holder").
         NOW THEREFORE, in consideration of the mutual premises herein contained
and for other good and  valuable  consideration,  the  parties  hereto  agree as
follows:

     1. OPTION  GRANT.  The Company  grants to the Option  Holder an option (the
"Option")  to  purchase  7,5000  shares  (subject to  adjustment  as provided in
Paragraph 11 of this  Agreement) of the Company  Common Stock,  par value $.10 a
share (the "Common Stock").

     2. OPTION PRICE.  The Option  exercise  price of the shares of Common Stock
covered by the Option shall be $1.375 per share.


<PAGE>



     3. TIME OF EXERCISE.  The Option shall become  exercisable  commencing  one
year 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 of Grant.


<PAGE>


     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
cashier's  check,  or postal or express  money  order  payable to the Company in
payment of the full Option price for the number of shares as to which the Option
is being exercised;  provided, however, that in lieu of payment in full in cash,
the Option Holder may, (i) with the approval of the Company's Board of Directors
pay the Option price (or balance  thereof) by tendering to the Company shares of
the  Company's  Common  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  or (ii) with the  approval of the Board be entitled to pay the
Option price by tendering to the Company cash in an amount equal to one-tenth of
such price and an interest  bearing  promissory  note, in form  satisfactory  to
counsel to the Company, in the principal amount of the remainder (the "Note").

     This Note will  mature and be payable in full on the ninth  anniversary  of
the exercise date. The Option Holder may prepay at any time the entire and, from
time to time  any  portion  of,  the  unpaid  principal  of the  Note.  Any such
prepayments  shall be applied to the  payments  to be made under the Note in the
inverse order of their maturity.  No such prepayment  shall obligate the Company
to forgive or accelerate the forgiveness of any portion of the Note. The Company
has the  right to  require  the  Option  Holder to pledge  the  shares  acquired
pursuant  to the  exercise  hereof as  security  for  payment of the Note and to
require the Option Holder to enter into a pledge  agreement with respect to such
shares in form and substance satisfactory to counsel to the Company.


<PAGE>


     Upon  termination  of the Option  Holder's  services  as a director  of the
Company, or any of its subsidiaries, for any reason other than death, disability
or  retirement,  the  entire  unpaid  balance  due  on  the  Note  shall  become
immediately due and payable,  with accrued  interest,  on the sixtieth day after
such termination.  Should the Option Holder's  services as a director  terminate
due to death, disability or retirement,  the payment terms of the Note shall not
accelerate  and the Note shall remain the obligation of the Option Holder or his
estate.

     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  represents  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 as he exercises  the Option and as a condition of its
exercise,  if so  requested  by the Board,  he shall  deliver  to the  Company a
written  representation  (in form acceptable to the Board) 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 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  transferrable  except  by will or by the  laws  of  descent  and
distribution.


<PAGE>


     9. TERMINATION OF  DIRECTORSHIP.  No Option granted under the Plan shall be
exercisable  after the date upon  which the Option  Holder  ceases to serve as a
director of the Company for any reason  other than death,  except that an Option
may be exercised at any time within three months after the  termination  of such
directorship (or twelve months in the event of termination of such  directorship
by reason of  disability),  but in each case prior to the expiration of the term
of the  Option,  with  respect to any or all shares for which the Option  Holder
could  have  exercised  prior  to the  date  of  termination.  Nothing  in  this
Agreement,  or the  Option,  shall  confer  on the  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 at any time prior to
the Option expiration date or twelve months from the date of death of the Option
Holder, whichever is earlier.


<PAGE>


     11.  CAPITAL  ADJUSTMENTS.  The number of shares of Common 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 the  stockholders),
the Option shall  pertain to the  securities  to which a holder of the number of
shares of Common Stock subject to the Option would have been  entitled  pursuant
to such merger or consolidation.

     12.  RESTRICTION ON EXERCISE.  If at any time the Board determines that the
listing,  registration or qualification of the shares subject to the Option upon
any  securities  exchange  or under any state or federal  law, or the consent or
approval of any  government  regulatory  body,  is  necessary  or desirable as a
condition of, or in connection  with, the granting of the Option or the issue or
purchase of such shares  hereunder,  the Option may not be exercised in whole or
part unless such listing, registration, qualification, consent or approval shall
have been  effective or obtained free of any  conditions  not  acceptable to the
Board,  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  may not be amended or  modified  without
written consent of the Option Holder.

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

     16.  INTERPRETATION.  All decisions and  interpretations  made by the Board
with regard to any question  arising under this  Agreement  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.


<PAGE>


     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.

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



                                             BENIHANA NATIONAL CORP.



                                             By:
                                                ----------------------------

                                             -------------------------------
                                                    Option Holder


<PAGE>



                                                                EXHIBIT 4.02


                              BENIHANA INC.

           INDIVIDUAL STOCK OPTION AGREEMENT FOR OPTIONS GRANTED


                              --------------


                  STOCK  OPTION  AGREEMENT,  made and entered into as of the 4th
day of August,  1995 (the "Date of Grant"),  by and  between  BENIHANA  INC.,  a
Delaware corporation (the "Company"),  and DARWIN C. DORNBUSH, 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  12,500  shares  (subject to  adjustment  as
provided in Paragraph 11 of this Agreement) of the Company's  Common Stock,  par
value $.10 a share (the "Common Stock").

                           2.       OPTION PRICE.  The Option exercise price of
the shares of Common Stock covered by the Option shall be $8.375 per share.


<PAGE>



                           3.       TIME OF EXERCISE.  The Option shall become
exercisable  with respect to 6,250 shares of Common  Stock  commencing  one year
from the date hereof and with  respect to the  remaining  6,250 shares of Common
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.

                           40       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.


<PAGE>


                           50       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  Common 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.

                           60       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>


                           70       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."

                           80       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.


<PAGE>


                           90       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.

                           100      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 at any time prior to the Option  expiration  date or twelve months
from the date of death of the Option Holder, whichever is earlier.


<PAGE>


                           110      CAPITAL ADJUSTMENTS.  The number of shares
of Common 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 Common Stock  subject to the Option
would have been entitled pursuant to such merger or consolidation.

                           120      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>


                           130      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.

                           140      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.

               (1) 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.

                           150      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.


<PAGE>


                           160      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.

                         170      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.

                           180      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/ Darwin C. Dornbush
                                             -------------------------
                                                   Option Holder


<PAGE>



                                                             EXHIBIT 5.01

         [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]


                                                            March 29, 2000

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

                           Benihana Inc.
                           Registration Statement on Form S-8

Gentlemen:

         We have been  requested by Benihana Inc., a Delaware  corporation  (the
"Company"),  to furnish you with our opinion as to the matters  hereinafter  set
forth  in  connection  with  the  above-captioned  registration  statement  (the
"Registration  Statement") covering an aggregate of 20,000 shares (the "Shares")
of the  Company's  Common  Stock,  par  value  $.10,  which may be issued by the
Company  pursuant to the terms of a Stock  Option  Agreement  dated July 1, 1992
between John E. Abdo and Benihana  National Corp., a predecessor of the Company,
and a Stock Option Agreement dated August 4, 1996 between the Company and Darwin
C. Dornbush  (collectively,  the "Stock Option  Agreements").  Mr. Dornbush is a
member of this firm.

         In  connection  with  this  opinion,  we have  examined  the  Company's
Certificate of Incorporation and By-laws, the Stock 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 Stock Option Agreements,
will be legally issued, fully paid and non-assessable.

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

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

                                 Very truly yours,
                                 /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 the  Registration  Statement of
Benihana  Inc.  on Form S-8 of our report  dated May 7, 1999,  appearing  in the
Annual Report on Form 10-K of Benihana Inc. and  subsidiaries for the year ended
March 28, 1999,  and to the reference to us under the heading  "Experts" in such
Registration Statement.




/S/  DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
March 27, 2000
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 59189}]
{"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": "333-33880", "film-number": "592182"}, "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"}}
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)

Delawar                                                       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)

                Non-Qualified Stock Option issued to John E. Abdo
             Non-Qualified Stock Option issued to Darwin C. Dornbush
                         (Full title of the plans)

                             Joel A. Schwartz
                               Benihana Inc
                        8685 Northwest 53rd Terrace
                           Miami, Florida 33166
                  (Name and address of agent for service)
                             (305) 593-0770
            Telephone          number, including area code, of agent for service
                               Copy to:
                      Herschel S. Weinstein, Esq.
              Dornbush Mensch Mandelstam & Schaeffer, LLP
                           747 Third Avenue
                       New York, New York  10017
                           (212) 759-3300

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

Common Stock, par
value $.10 per share   20,000 shares    $ 5.75       $115,000         $ 30.36
-------------------------------------------------------------------------------

 * Estimated solely for purposes of calculating the registration fee. Calculated
in  accordance  with Rule  457(h)(1)  under the  Securities  Act of 1933. As all
shares are subject to outstanding but unexercised options, the price is computed
on the basis of the weighted average of the exercise prices of such options.

                               P R O S P E C T U S

                                   BENIHANA INC.

                          20,000 Shares of Common Stock

                  This Prospectus  relates to 20,000 shares of Common Stock, par
value  $.10 per share  (the  "Common  Stock"),  of  Benihana  Inc.,  a  Delaware
corporation  (the  "Company").  The shares of Common  Stock  offered  hereby are
referred  to herein as the  "Shares".  All of the Shares may be offered and sold
from time to time by the Selling  Stockholders named herein or their transferees
(the "Selling Stockholders") See "SELLING STOCKHOLDERS."

                  The Shares offered by this Prospectus may be sold from time to
time by the Selling Stockholders,  or by transferees, at any time after the date
of this Prospectus.  No underwriting  arrangements have been entered into by the
Selling Stockholders. The distribution of the Shares by the Selling Stockholders
may be  effected  in  one or  more  transactions  that  may  take  place  on the
over-the-counter    market,    including    ordinary   broker's    transactions,
privately-negotiated  transactions  or through  sales to one or more dealers for
resale of such shares as principals,  at market prices prevailing at the time of
sale, at prices related to such prevailing  market prices or negotiated  prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the Selling Stockholders in connection with sales of the Shares.

                  The Company will not receive any of the proceeds from the sale
of Shares by the Selling  Stockholders.  See "Selling  Stockholders." The Common
Stock is traded on the National  Market  System of the National  Association  of
Securities Dealers under the symbol BNHN. On March 29, 2000 the last trade price
for the Common Stock on the National Market System was $14 1/2.

NEITHER THE SECURITIES AND EXCHANGE  COMMISSION NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY
IS A CRIMINAL OFFENSE.

                 The Date of this Prospectus is March 30, 2000

                                   AVAILABLE INFORMATION

                  The Company is subject to the  informational  requirements  of
the  Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
Fifth Street,  N.W., Room 1024, Judiciary Plaza,  Washington,  D.C. 20549 and at
the Commission's  Regional Offices at Citicorp Center,  500 West Madison,  Suite
1400,  Chicago,  Illinois 60661 and 7 World Trade Center,  Suite 1300, New York,
New York  10048.  Copies  of such  material  can be  obtained  from  the  Public
Reference  Section  of the  Commission  at 450 Fifth  Street,  N.W.,  Room 1024,
Judiciary  Plaza,  Washington,  D.C. 20549, at prescribed  rates. The Commission
maintains a World Wide Web site that  contains  reports,  proxy and  information
statements and other information  regarding registrants that file electronically
with the  Commission.  The  address  of the  site is  http://www.  sec.gov.  The
Company's Common Stock is traded on the Nasdaq National Market System,  and such
reports, proxy statements and certain other information can also be inspected at
the National  Association  of Securities  Dealers,  Inc.,  1735 K Street,  N.W.,
Washington, D.C. 20006.

         The  Company  has filed with the  Commission  in  Washington,  D.C.,  a
Registration Statement on Form S-8 under the Securities Act, with respect to the
Common Stock being offered  hereby.  This Prospectus does not contain all of the
information  set  forth in such  Registration  Statement  and the  exhibits  and
schedules  thereto to which  reference is hereby made.  The  statements  in this
Prospectus  as to the contents of such  Registration  Statement are qualified in
their entirety by such reference. The Registration Statement,  together with its
exhibits and schedules,  may be inspected at the Public Reference Section of the
Commission in Washington,  D.C. at the address noted above, and copies of all or
any part  thereof  may be  obtained  from the  Commission  upon  payment  of the
prescribed fees.

                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents are incorporated herein by reference:

          1.       The  Company's Annual Report on Form 10-K for the fiscal
year ended March 28, 1999;

          2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the  fiscal
quarters ended July 18, 1999, October 10, 1999 and January 2, 2000; and

          3. The Company's proxy  statement for the Company's  Annual Meeting of
Stockholders held on August 5, 1999.
All  documents  filed  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the
Exchange  Act  subsequent  to the date of the  Prospectus  shall be deemed to be
incorporated by reference in this Prospectus and to be part hereof from the date
of filing of such documents.

                  The  Company  undertakes  to  provide  without  charge to each
person to whom a copy of this Prospectus has been delivered  copies of the above
documents,  other than exhibits thereto,  upon request of any such person to the
Secretary of the Company,  8685  Northwest  53rd Terrace,  Miami,  Florida 33166
(telephone number (305) 593-0770).

                                    THE COMPANY

                  Benihana Inc. and its  subsidiaries  (the  "Company")  own and
operate 53 Japanese  teppanyaki-style and sushi restaurants and franchise twelve
other such restaurants. The Company has the exclusive rights to own, develop and
license Benihana and Benihana Grill restaurants in the United States (subject to
certain rights owned by an affiliate,  Benihana of Tokyo,  Inc.,  ("BOT") in the
State of  Hawaii),  Central and South  America and the islands of the  Caribbean
Sea,  and owns the related  United  States  trademarks  and service  marks.  The
Company has also opened its first new sushi restaurant concept, "Sushi Doraku by
Benihana,"  and has  acquired  two sushi  restaurants  in New York  City  called
"Haru."

                  The  Benihana  restaurants  feature  the  teppanyaki-style  of
Japanese  cooking in which the food is  prepared  by a Benihana  chef on a grill
which forms part of the table on which the food is served.  The Benihana  Grills
are smaller  versions of the Benihana  restaurants  suitable for smaller markets
and strip shopping centers.

                  The  Company  is  incorporated  under the laws of the State of
Delaware.  The  principal  executive  offices of the Company are located at 8685
Northwest 53rd Terrace,  Miami,  Florida 33166 and its telephone number is (305)
593-0770).

                                   USE OF PROCEEDS

                  The Company will  receive  none of the net  proceeds  from the
sale of the Selling  Stockholders  Shares offered hereby.  The Company is paying
all  expenses  of the  registration  of the Shares  other than  underwriting  or
brokerage commission discounts and counsel fees for the Selling Stockholders.

                                PLAN OF DISTRIBUTION

                  The Selling  Stockholders  have  advised the Company that they
may offer and sell the  shares of Common  Stock  offered  hereby  (See  "Selling
Stockholders")  from  time  to  time  in  broker's  transactions,   individually
negotiated  transactions  or a combination  thereof at market prices  prevailing
from time to time.  The  precise  amounts  and timing of sales,  if any,  of the
shares  offered  hereby  will be  determined  from  time to time by the  Selling
Stockholders in their sole discretion.

                  The  Company has agreed to bear the costs of  registering  the
Selling  Stockholders Shares offered hereby under the Securities Act of 1933, as
amended.

                  The  Selling   Stockholders   will  deliver  a  Prospectus  in
connection with the sale of the Shares offered hereby.

                              SELLING STOCKHOLDERS

                  The Selling Stockholders are offering hereby a total of 20,000
shares of Common Stock.  The following  table sets forth the name of each of the
Selling Stockholders, such person's relationship with the Company, the number of
Shares of such class now owned by each Selling Stockholder (including the number
of shares the Selling  Stockholder has the right to acquire through the exercise
of options and  warrants),  the total  number of Shares  offered  hereby and the
number of Shares and percentage of such class which will be owned by each of the
Selling Stockholders after completion of the Offering:

                        Common Stock
                        ------------

                      Number of       Number of       Shares to       Percentage
                      Shares of       Shares of       be Owned        of Class
                      Class           Class           After           After
   Name               Owned           Offered         Offering        Offering
   ----               ---------       ---------       --------        ----------
John E. Abdo1         27,5002           7,500          20,000            *

Darwin C. Dornbush3   17,5004          12,500           5,000            *

---------------------------

        1  Mr. Abdo is a director of the Company.
        2 Includes 17,500 shares receivable  through exercise of options.  3 Mr.
        Dornbush is a director  and the  Secretary  of the Company 4 Consists of
        17,500 shares receivable through exercise of options.

        *        Less than 1%.

                              LEGAL MATTERS

                 The legality of the  securities  being  offered  hereby will be
passed upon for the Company by Dornbush Mensch Mandelstam & Schaeffer,  LLP, New
York, New York.  Darwin C. Dornbush,  a partner in Dornbush Mensch  Mandelstam &
Schaeffer,  LLP.,  is a director  and the  Secretary  of the  Company  and owns,
beneficially  and of record,  1,000 shares of the Company's Class A Common Stock
and options to purchase  17,500 shares of the Company's  Common Stock and 20,000
shares of the Company's Class A Common Stock and is a Selling  Stockholder.  Mr.
Dornbush is also a trustee of a voting trust which is the record owner of all of
the  issued  and  outstanding  stock of  Benihana  of Tokyo  Inc.,  which  owns,
beneficially and of record,  1,830,405 shares of the Common Stock and 700 shares
of the Company's Series A Convertible Preferred Stock, which is convertible into
105,263 shares of the Company's Class A Stock.

                                  EXPERTS

                  The  consolidated  financial  statements  incorporated in this
Prospectus by reference  from the  Company's  Annual Report on Form 10-K for the
year  ended  March  28,  1999  have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.

                   ---------------------------------            ----------------

    No  dealer,  salesman  or any  other  person  has been
authorized  to  give  any   information  or  to  make  any
representations   not  contained  in  this  Prospectus  in      BENIHANA INC.
connection  with the  offering  described  herein  and, if
given or made,  such  information or  representation  must
not be  relied  upon  as  having  been  authorized  by the    12,500 Shares of
Company  or any  Underwriter.  This  Prospectus  does  not  Class A Common Stock
constitute  an offer of any  securities  other  than those
specifically  offered  hereby or of any of the  securities
offered hereby in any  jurisdiction  to any person to whom
it is unlawful to make such offer or  solicitation in such
jurisdiction.  Neither  the  delivery  of this  Prospectus
nor   any   sale   made   hereunder   shall,   under   any
circumstances,  create any implication that there has been
no change in the  affairs  of the  Company  since the date
hereof.

                        ------------                              --------

                     TABLE OF CONTENTS                           PROSPECTUS
                                                                  --------

                                                Page
                                                ----
Available Information....................................2
Incorporation of Certain
  Documents by Reference.................................2
The Company..............................................3      March 30, 2000
Use of Proceeds..........................................3
Plan of Distribution.....................................3
Selling Stockholders.....................................4
Legal Matters............................................4
Experts..................................................5

              -------------------------                         ----------------

                                   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 28, 1999 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 28, 1999.

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

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

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Darwin C. Dornbush,  a partner in Dornbush Mensch Mandelstam &
Schaeffer,  LLP.,  counsel to the Company,  is a director  and  Secretary of the
Company and owns,  beneficially  and of record,  1,000  shares of the  Company's
Common  Stock,  par value $.10 per share (the  "Common  Stock")  and  options to
purchase  17,500  shares of the Common Stock and 20,000  shares of the Company's
Class A Common Stock,  par value $.10 (the "Class A Stock").  Mr.  Dornbush is a
Selling Stockholder hereunder.  Mr. Dornbush is also a trustee of a voting trust
which is the record owner of all of the issued and outstanding stock of Benihana
of Tokyo Inc., a New York  corporation  ("BOT") which owns,  beneficially and of
record,  1,830,405  shares of the Common  Stock and 700 shares of the  Company's
Series A Convertible  Preferred Stock,  which is convertible into 105,263 shares
of the Company's Class A Stock.

Item 6.  Indemnification of Directors and Officers.

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

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

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

                  Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933,  may be  permitted  to  directors,  officers or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is  therefore  unenforceable.  Furthermore,  the  Company  has given
ertain  undertakings  with respect to  indemnification  in connection  with this
Registration Statement.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

                   4.01             - Stock Option  Agreement dated July 1, 1992
                                    between    Benihana    National   Corp.,   a
                                    predecessor  of the  Company,  and  John  E.
                                    Abdo.

                   4.02   - Stock Option Agreement dated August 4, 1995 between
                                    the Company and Darwin C. Dornbush.

                   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
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 29th day of
March, 2000.

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

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

    SIGNATURE                         TITLE                           DATE
    ---------                         -----                           ----

Principal Executive
Officer:

 /s/ Joel A. Schwartz           President, Chief                 March 29, 2000
 ----------------------         Executive Officer
     Joel A. Schwartz           and Director

Principal Financial and
Accounting Officer:

   /s/ Michael R. Burris         Vice President-                 March 29, 2000
  ------------------------       Finance
       Michael R. Burris
DIRECTORS:

 /s/ Taka Yoshimoto           Executive Vice President-          March 29, 2000
 ---------------------        Operations and a Director
     Taka Yoshimoto

 /s/ Kevin Aoki                Vice President-Marketing          March 29, 2000
 -----------------------       and a Director
     Kevin Aoki

 /s/ Norman Becker              Director                         March 29, 2000
 ------------------------
     Norman Becker

/s/ Robert B. Greenberg         Director                         March 29, 2000
--------------------------
    Robert B. Greenberg

 /s/ John E. Abdo                Director                        March 29, 2000
 --------------------------
     John E. Abdo

 /s/ Darwin C. Dornbush          Director                        March 29, 2000
 ---------------------------
     Darwin C. Dornbush
EXHIBIT INDEX

Exhibit                                                           Consecutively
Number                         Exhibit                            Numbered Page
-------                        -------                            --------------

 4.01  - Stock Option Agreement dated July 1, 1992                      15
               between Benihana National Corp., a predecessor
               of the Company, and John E. Abdo.

 4.02  - Stock Option Agreement dated August 4, 1995                    24
               between the Company and Darwin C. Dornbush.

 5.01  - Opinion of Dornbush Mensch Mandelstam                          32
               & Schaeffer, LLP.

23.02  - Consent of Deloitte & Touche LLP.                              33
EXHIBIT 4.01

                           BENIHANA NATIONAL CORP.

            INDIVIDUAL STOCK OPTION AGREEMENT FOR OPTIONS GRANTED

         STOCK  OPTION  AGREEMENT,  made and  entered  into as of the 1st day of
July,  1992 (the "Date of Grant"),  by and between  BENIHANA  NATIONAL  CORP., a
Delaware  corporation (the "Company") and JOHN E. ABDO a director of the Company
(the "Option Holder").
         NOW THEREFORE, in consideration of the mutual premises herein contained
and for other good and  valuable  consideration,  the  parties  hereto  agree as
follows:

     1. OPTION  GRANT.  The Company  grants to the Option  Holder an option (the
"Option")  to  purchase  7,5000  shares  (subject to  adjustment  as provided in
Paragraph 11 of this  Agreement) of the Company  Common Stock,  par value $.10 a
share (the "Common Stock").

     2. OPTION PRICE.  The Option  exercise  price of the shares of Common Stock
covered by the Option shall be $1.375 per share.
3. TIME OF EXERCISE.  The Option shall become  exercisable  commencing  one
year 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 of Grant.
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
cashier's  check,  or postal or express  money  order  payable to the Company in
payment of the full Option price for the number of shares as to which the Option
is being exercised;  provided, however, that in lieu of payment in full in cash,
the Option Holder may, (i) with the approval of the Company's Board of Directors
pay the Option price (or balance  thereof) by tendering to the Company shares of
the  Company's  Common  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  or (ii) with the  approval of the Board be entitled to pay the
Option price by tendering to the Company cash in an amount equal to one-tenth of
such price and an interest  bearing  promissory  note, in form  satisfactory  to
counsel to the Company, in the principal amount of the remainder (the "Note").

     This Note will  mature and be payable in full on the ninth  anniversary  of
the exercise date. The Option Holder may prepay at any time the entire and, from
time to time  any  portion  of,  the  unpaid  principal  of the  Note.  Any such
prepayments  shall be applied to the  payments  to be made under the Note in the
inverse order of their maturity.  No such prepayment  shall obligate the Company
to forgive or accelerate the forgiveness of any portion of the Note. The Company
has the  right to  require  the  Option  Holder to pledge  the  shares  acquired
pursuant  to the  exercise  hereof as  security  for  payment of the Note and to
require the Option Holder to enter into a pledge  agreement with respect to such
shares in form and substance satisfactory to counsel to the Company.
Upon  termination  of the Option  Holder's  services  as a director  of the
Company, or any of its subsidiaries, for any reason other than death, disability
or  retirement,  the  entire  unpaid  balance  due  on  the  Note  shall  become
immediately due and payable,  with accrued  interest,  on the sixtieth day after
such termination.  Should the Option Holder's  services as a director  terminate
due to death, disability or retirement,  the payment terms of the Note shall not
accelerate  and the Note shall remain the obligation of the Option Holder or his
estate.

     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  represents  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 as he exercises  the Option and as a condition of its
exercise,  if so  requested  by the Board,  he shall  deliver  to the  Company a
written  representation  (in form acceptable to the Board) 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 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  transferrable  except  by will or by the  laws  of  descent  and
distribution.
9. TERMINATION OF  DIRECTORSHIP.  No Option granted under the Plan shall be
exercisable  after the date upon  which the Option  Holder  ceases to serve as a
director of the Company for any reason  other than death,  except that an Option
may be exercised at any time within three months after the  termination  of such
directorship (or twelve months in the event of termination of such  directorship
by reason of  disability),  but in each case prior to the expiration of the term
of the  Option,  with  respect to any or all shares for which the Option  Holder
could  have  exercised  prior  to the  date  of  termination.  Nothing  in  this
Agreement,  or the  Option,  shall  confer  on the  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 at any time prior to
the Option expiration date or twelve months from the date of death of the Option
Holder, whichever is earlier.
11.  CAPITAL  ADJUSTMENTS.  The number of shares of Common 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 the  stockholders),
the Option shall  pertain to the  securities  to which a holder of the number of
shares of Common Stock subject to the Option would have been  entitled  pursuant
to such merger or consolidation.

     12.  RESTRICTION ON EXERCISE.  If at any time the Board determines that the
listing,  registration or qualification of the shares subject to the Option upon
any  securities  exchange  or under any state or federal  law, or the consent or
approval of any  government  regulatory  body,  is  necessary  or desirable as a
condition of, or in connection  with, the granting of the Option or the issue or
purchase of such shares  hereunder,  the Option may not be exercised in whole or
part unless such listing, registration, qualification, consent or approval shall
have been  effective or obtained free of any  conditions  not  acceptable to the
Board,  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  may not be amended or  modified  without
written consent of the Option Holder.

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

     16.  INTERPRETATION.  All decisions and  interpretations  made by the Board
with regard to any question  arising under this  Agreement  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.

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

                                             BENIHANA NATIONAL CORP.

                                             By:
                                                ----------------------------

                                             -------------------------------
                                                    Option Holder
EXHIBIT 4.02

                              BENIHANA INC.

           INDIVIDUAL STOCK OPTION AGREEMENT FOR OPTIONS GRANTED

                              --------------

                  STOCK  OPTION  AGREEMENT,  made and entered into as of the 4th
day of August,  1995 (the "Date of Grant"),  by and  between  BENIHANA  INC.,  a
Delaware corporation (the "Company"),  and DARWIN C. DORNBUSH, 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  12,500  shares  (subject to  adjustment  as
provided in Paragraph 11 of this Agreement) of the Company's  Common Stock,  par
value $.10 a share (the "Common Stock").

                           2.       OPTION PRICE.  The Option exercise price of
the shares of Common Stock covered by the Option shall be $8.375 per share.
3.       TIME OF EXERCISE.  The Option shall become
exercisable  with respect to 6,250 shares of Common  Stock  commencing  one year
from the date hereof and with  respect to the  remaining  6,250 shares of Common
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.

                           40       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.
50       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  Common 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.

                           60       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.
70       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."

                           80       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.
90       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.

                           100      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 at any time prior to the Option  expiration  date or twelve months
from the date of death of the Option Holder, whichever is earlier.
110      CAPITAL ADJUSTMENTS.  The number of shares
of Common 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 Common Stock  subject to the Option
would have been entitled pursuant to such merger or consolidation.

                           120      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.
130      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.

                           140      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.

               (1) 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.

                           150      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.
160      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.

                         170      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.

                           180      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/ Darwin C. Dornbush
                                             -------------------------
                                                   Option Holder
EXHIBIT 5.01

         [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]

                                                            March 29, 2000

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

                           Benihana Inc.
                           Registration Statement on Form S-8

Gentlemen:

         We have been  requested by Benihana Inc., a Delaware  corporation  (the
"Company"),  to furnish you with our opinion as to the matters  hereinafter  set
forth  in  connection  with  the  above-captioned  registration  statement  (the
"Registration  Statement") covering an aggregate of 20,000 shares (the "Shares")
of the  Company's  Common  Stock,  par  value  $.10,  which may be issued by the
Company  pursuant to the terms of a Stock  Option  Agreement  dated July 1, 1992
between John E. Abdo and Benihana  National Corp., a predecessor of the Company,
and a Stock Option Agreement dated August 4, 1996 between the Company and Darwin
C. Dornbush  (collectively,  the "Stock Option  Agreements").  Mr. Dornbush is a
member of this firm.

         In  connection  with  this  opinion,  we have  examined  the  Company's
Certificate of Incorporation and By-laws, the Stock 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 Stock Option Agreements,
will be legally issued, fully paid and non-assessable.

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

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

                                 Very truly yours,
                                 /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 the  Registration  Statement of
Benihana  Inc.  on Form S-8 of our report  dated May 7, 1999,  appearing  in the
Annual Report on Form 10-K of Benihana Inc. and  subsidiaries for the year ended
March 28, 1999,  and to the reference to us under the heading  "Experts" in such
Registration Statement.

/S/  DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
March 27, 2000