As filed with the Securities and Exchange Commission on September 18, 1998

                                                 Registration No. 333-
                   SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

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

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

8685 Northwest 53rd Terrace
Miami, Florida                                       33166
(Address of principal executive offices)           (Zip Code)

                    1997 Employees Class A Stock Option Plan
                          Directors' Stock Option Plan
                            (Full title of the plans)

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

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

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                           Proposed                 Proposed
                                                            Maximum                  Maximum                  Amount of
Title of Securities to             Amount to be              Price                  Aggregate                Registration
be registered                       Registered            Per Share*             Offering Price*                 Fee
--------------------------      ----------------          -----------            ---------------            --------------
<S>                             <C>                       <C>                    <C>                        <C>
Class A Common Stock,
par value $.10 per share        950,000 shares            $ 7.125                $6,768,750                 $1,996.78
==========================      ================          ===========            ===============            ==============
</TABLE>
 * Estimated solely for purposes of calculating the registration fee. Calculated
in accordance  with Rule 457(c) under the  Securities Act of 1933 based upon the
closing  price of the Class A Common  Stock of Benihana  Inc. as reported on the
NASDAQ National Market System on September 16, 1998.

                          

<PAGE>


                               PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.

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

                           (a)      The Annual Report of Benihana Inc. (the
                  "Company") for the fiscal year ended March 29, 1998 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 29, 1998.

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

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

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Darwin C. Dornbush,  a partner in Dornbush Mensch Mandelstam &
Schaeffer,  LLP., counsel to the Company, is a director of the Company and owns,
beneficially  and of record,  1,000 shares of the Company's  Common  Stock,  par
value $.10 per share (the "Common  Stock") and options to purchase 17,500 shares
of the Common Stock.  Mr.  Dornbush is also a trustee of a voting trust which is
the record  owner of all of the  issued and  outstanding  stock of  Benihana  of
Tokyo,  Inc., a New York  corporation  ("BOT") which owns,  beneficially  and of
record,  1,830,405  shares of the Common Stock and 1,000 shares of the Company's
Series A Convertible  Preferred Stock,  which is convertible into 150,000 shares
of the Company's Class A Common Stock, par value $.10 (the "Class A Stock").

                                 II - 1
<PAGE>



Item 6.           Indemnification of Directors and Officers.

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

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

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

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

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

                                II - 2

<PAGE>



Item 8.           Exhibits.

Exhibit
Number                                     Exhibit
-------                                    -------

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

 4.02             The Company's 1997 Employees Class A Stock Option Plan
                  (Incorporated herein by reference to Exhibit A to the
                  Company's Proxy Statement for its Annual Meeting held on
                  August 27, 1998).

 4.03             The Company's Directors' Stock Option Plan.  (Incorporated by
                  reference to Exhibit 10.08 to the S-4).

 4.04             The Company's Amended and Restated Directors' Stock Option
                  Plan (Incorporated herein by reference to Exhibit B to the
                  Company's Proxy Statement for its Annual Meeting held on
                  August 27, 1998).

 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.

                               II - 3

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


                             SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Miami and State of  Florida,  on the th day of
September, 1998.


                                  BENIHANA INC.



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



                                II - 4

<PAGE>





                             POWER OF ATTORNEY


                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below constitutes and appoints Joel A. Schwartz and Darwin C.
Dornbush, and each of them, 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       September 17, 1998
------------------------            Executive Officer
    Joel A. Schwartz                and Director


PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:


/s/ Michael R. Burris               Vice President-        September 17, 1998
------------------------            Finance
    Michael R. Burris

DIRECTORS:


/s/ Taka Yoshimoto                  Executive Vice         September 17, 1998
------------------------            President-Operations
    Taka Yoshimoto                  and Director



                                 II - 5

<PAGE>






/s/ Robert B. Greenberg             Director               September 17, 1998
-------------------------
    Robert B. Greenberg



/s/ John E. Abdo                    Director               September 17, 1998
--------------------------
    John E. Abdo



/s/ Norman Becker                   Director               September 17, 1998
    Norman Becker



/s/ Darwin C. Dornbush              Director               September 17, 1998
----------------------------
    Darwin C. Dornbush



                                 II - 6

<PAGE>



                               EXHIBIT INDEX

Exhibit                                                         Consecutively
Number            Exhibit                                       Numbered Page


 5.01  -          Opinion of Dornbush Mensch Mandelstam              10
                  & Schaeffer, LLP.


23.02  -          Consent of Deloitte & Touche LLP.                  11


                                  

<PAGE>



                                                            EXHIBIT 5.01
            [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]


                                                          September 17, 1998


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 950,000 shares (the "Shares")
of the  Company's  Class A Common  Stock,  par value $.10 (the "Class A Stock"),
750,000 of which shares may be issued by the Company  pursuant to the  Company's
1997 Employees Class A Stock Option Plan (the "1997 Plan") which was approved by
the  stockholders  of the  Company at its Annual  Meeting of  Stockholders  held
August  27,  1998,  and  200,000 of which  shares  may be issued by the  Company
pursuant to the Company's  Directors'  Class A Stock Option Plan (the "Directors
Plan") which was approved by the  stockholders  of the Company's  predecessor at
its Special  Meeting of  Stockholders  held May 5, 1995 and to which  amendments
were  approved  by the  stockholders  of the  Company at its  Annual  Meeting of
Stockholders held August 27, 1998.

         In  connection  with  this  opinion,  we have  examined  the  Company's
Certificate of  Incorporation  and By-laws,  the 1997 Plan, the Directors  Plan,
copies of the records of corporate  proceedings  of the Company,  and such other
documents  as we have  deemed  necessary  to  enable us to  render  the  opinion
hereinafter expressed.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when  issued  and paid  for in  accordance  with the 1997  Plan and the
Directors Plan,  respectively,  will be duly authorized,  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 8, 1998,  appearing  in the
Annual Report on Form 10-K of Benihana Inc.
for the year ended March 29, 1998.



/s/    DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
September 17, 1998



<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21003}]
{"company-data": {"conformed-name": "BENIHANA INC", "cik": "0000935226", "assigned-sic": "5812", "irs-number": "650538630", "state-of-incorporation": "DE", "fiscal-year-end": "0327"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63783", "film-number": "98711902"}, "business-address": {"street1": "8685 NW 53RD TERRACE", "city": "MIAMI", "state": "FL", "zip": "33166", "phone": "3055930770"}, "mail-address": {"street1": "8685 NW 53RD TERRACE", "city": "MIAMI", "state": "FL", "zip": "33166"}}
As filed with the Securities and Exchange Commission on September 18, 1998

                                                 Registration No. 333-
                   SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

8685 Northwest 53rd Terrace
Miami, Florida                                       33166
(Address of principal executive offices)           (Zip Code)

                    1997 Employees Class A Stock Option Plan
                          Directors' Stock Option Plan
                            (Full title of the plans)

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

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

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

                         CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
                                                            Maximum                  Maximum                  Amount of
Title of Securities to             Amount to be              Price                  Aggregate                Registration
be registered                       Registered            Per Share*             Offering Price*                 Fee
--------------------------      ----------------          -----------            ---------------            --------------
Class A Common Stock,
par value $.10 per share        950,000 shares            $ 7.125                $6,768,750                 $1,996.78
==========================      ================          ===========            ===============            ==============
* Estimated solely for purposes of calculating the registration fee. Calculated
in accordance  with Rule 457(c) under the  Securities Act of 1933 based upon the
closing  price of the Class A Common  Stock of Benihana  Inc. as reported on the
NASDAQ National Market System on September 16, 1998.
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 29, 1998 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 29, 1998.

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

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

Item 4.           Description of Securities.

                  Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Darwin C. Dornbush,  a partner in Dornbush Mensch Mandelstam &
Schaeffer,  LLP., counsel to the Company, is a director of the Company and owns,
beneficially  and of record,  1,000 shares of the Company's  Common  Stock,  par
value $.10 per share (the "Common  Stock") and options to purchase 17,500 shares
of the Common Stock.  Mr.  Dornbush is also a trustee of a voting trust which is
the record  owner of all of the  issued and  outstanding  stock of  Benihana  of
Tokyo,  Inc., a New York  corporation  ("BOT") which owns,  beneficially  and of
record,  1,830,405  shares of the Common Stock and 1,000 shares of the Company's
Series A Convertible  Preferred Stock,  which is convertible into 150,000 shares
of the Company's Class A Common Stock, par value $.10 (the "Class A Stock").

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

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

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

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

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

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

                                II - 2
Item 8.           Exhibits.

Exhibit
Number                                     Exhibit
-------                                    -------

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

 4.02             The Company's 1997 Employees Class A Stock Option Plan
                  (Incorporated herein by reference to Exhibit A to the
                  Company's Proxy Statement for its Annual Meeting held on
                  August 27, 1998).

 4.03             The Company's Directors' Stock Option Plan.  (Incorporated by
                  reference to Exhibit 10.08 to the S-4).

 4.04             The Company's Amended and Restated Directors' Stock Option
                  Plan (Incorporated herein by reference to Exhibit B to the
                  Company's Proxy Statement for its Annual Meeting held on
                  August 27, 1998).

 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.

                               II - 3
(b)  The  undersigned  Company  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                             SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Miami and State of  Florida,  on the th day of
September, 1998.

                                  BENIHANA INC.

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

                                II - 4
POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose
signature  appears below constitutes and appoints Joel A. Schwartz and Darwin C.
Dornbush, and each of them, 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       September 17, 1998
------------------------            Executive Officer
    Joel A. Schwartz                and Director

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

/s/ Michael R. Burris               Vice President-        September 17, 1998
------------------------            Finance
    Michael R. Burris

DIRECTORS:

/s/ Taka Yoshimoto                  Executive Vice         September 17, 1998
------------------------            President-Operations
    Taka Yoshimoto                  and Director

                                 II - 5
/s/ Robert B. Greenberg             Director               September 17, 1998
-------------------------
    Robert B. Greenberg

/s/ John E. Abdo                    Director               September 17, 1998
--------------------------
    John E. Abdo

/s/ Norman Becker                   Director               September 17, 1998
    Norman Becker

/s/ Darwin C. Dornbush              Director               September 17, 1998
----------------------------
    Darwin C. Dornbush

                                 II - 6
EXHIBIT INDEX

Exhibit                                                         Consecutively
Number            Exhibit                                       Numbered Page

 5.01  -          Opinion of Dornbush Mensch Mandelstam              10
                  & Schaeffer, LLP.

23.02  -          Consent of Deloitte & Touche LLP.                  11
EXHIBIT 5.01
            [Letterhead of Dornbush Mensch Mandelstam & Schaeffer, LLP]

                                                          September 17, 1998

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 950,000 shares (the "Shares")
of the  Company's  Class A Common  Stock,  par value $.10 (the "Class A Stock"),
750,000 of which shares may be issued by the Company  pursuant to the  Company's
1997 Employees Class A Stock Option Plan (the "1997 Plan") which was approved by
the  stockholders  of the  Company at its Annual  Meeting of  Stockholders  held
August  27,  1998,  and  200,000 of which  shares  may be issued by the  Company
pursuant to the Company's  Directors'  Class A Stock Option Plan (the "Directors
Plan") which was approved by the  stockholders  of the Company's  predecessor at
its Special  Meeting of  Stockholders  held May 5, 1995 and to which  amendments
were  approved  by the  stockholders  of the  Company at its  Annual  Meeting of
Stockholders held August 27, 1998.

         In  connection  with  this  opinion,  we have  examined  the  Company's
Certificate of  Incorporation  and By-laws,  the 1997 Plan, the Directors  Plan,
copies of the records of corporate  proceedings  of the Company,  and such other
documents  as we have  deemed  necessary  to  enable us to  render  the  opinion
hereinafter expressed.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when  issued  and paid  for in  accordance  with the 1997  Plan and the
Directors Plan,  respectively,  will be duly authorized,  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 8, 1998,  appearing  in the
Annual Report on Form 10-K of Benihana Inc.
for the year ended March 29, 1998.

/s/    DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
September 17, 1998