SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-K/A

    [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended March 28, 1999
                                    or,

  [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

                        Commission File No. 0-26396

                               Benihana Inc.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                           65-0538630
       -------------------------------            -------------------
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)             Identification No.)


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

     (Registrant's telephone number, including area code): (305) 593-0770

        Securities  registered pursuant to Section 12(b) of the Act:

                                   None

       Securities  registered  pursuant to Section 12 (g) of the Act:

                  Common Stock, par value $.10 per share
                 Class A Common Stock, par value $.10 per share
                         Preferred Share Purchase Right

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

                              Yes  X      No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of June 4, 1999,  3,571,616  shares of Common Stock and  2,566,676  shares of
Class A Common Stock were  outstanding,  and the  aggregate  market value of the
common  equity  of  Benihana  Inc.  held  by  non-affiliates  was  approximately
$44,754,076.

                  DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  Annual Report to Stockholders  for the year ended
March 28, 1999 are incorporated by reference in Parts I and II.

Portions of the  Registrant's  Proxy Statement for the Annual Meeting to be held
August 5, 1999 are incorporated by reference in Part III.


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                              PART II


Item 5.  Market for the Company's Common Stock and Related Stockholder Matters

The  information  required by this Item is  incorporated  herein by reference to
page 27 of the Company's 1999 Annual Report to Shareholders.

Item 6.  Selected Consolidated Financial Data

The  information  required by this Item is  incorporated  herein by reference to
page 6 of the Company's 1999 Annual Report to Shareholders.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The  information  required by this Item is  incorporated  herein by reference to
pages 7 through 11 of the Company's 1999 Annual Report to Shareholders.

Item 7.A.  Quantitative and Qualitative Disclosures About Market Risks

The  information  required by this item is  incorporated  herein by reference to
page 11 of the Company's 1999 Annual Report to Shareholders.

Item 8.  Financial Statements and Supplementary Data

The information required by this Item is incorporated herein by reference to
pages 12  through 26 of the Company's 1999 Annual Report to Shareholders.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.

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                             SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:    February 8, 2000                   BENIHANA INC.
      ------------------------

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on the date indicated  above by the following  persons on behalf
of the registrant and in the capacities indicated.

Signature                        Title                       Date
---------                        -----                       ----
   /s/ Joel A. Schwartz          President and               February 8, 2000
---------------------------      Director (Principal
    Joel A. Schwartz             Excutive Officer)


   /s/ Taka Yoshimoto            Executive Vice President -  February 8, 2000
---------------------------      Restaurant Operations
   Taka Yoshimoto                and Director


   /s/ Michael R. Burris         Senior Vice President of    February 8, 2000
---------------------------      Finance and Treasurer -
   Michael R. Burris             Chief Financial Officer
                                 Accounting Officer)

   /s/ Kevin Aoki                Vice President -            February 8, 2000
---------------------------      Marketing and Director
   Kevin Aoki


   /s/ Juan C. Garcia            Vice President/Controller   February 8, 2000
---------------------------
   Juan C. Garcia

   /s/ Darwin C. Dornbush        Secretary and Director      February 8, 2000
---------------------------
   Darwin C. Dornbush


   /s/ John E. Abdo              Director                    February 8, 2000
---------------------------
   John E. Abdo


   /s/ Norman Becker             Director                    February 8, 2000
   Norman Becker


   /s/ Robert B. Greenberg       Director                    February 8, 2000
----------------------------
   Robert B. Greenberg



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