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. 0-12644

                                 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 IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      3.       Exhibits:


                  23.01          Consent of Deloitte & Touche LLP.

                  23.02          Consent of Deloitte & Touche LLP.



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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:    June 25, 1999                               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                  June 25, 1999
---------------------------       Director (Principal
Joel A. Schwartz                  Executive Officer)


/s/ Taka Yoshimoto                Executive Vice President -     June 25, 1999
---------------------------       Restaurant Operations
Taka Yoshimoto                    and Director


/s/ Michael R. Burris             Senior Vice President of       June 25, 1999
---------------------------       Finance and Treasurer -
Michael R. Burris                 Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)

/s/ Kevin Aoki                    Vice President -               June 25, 1999
---------------------------       Marketing and Director
Kevin Aoki


/s/ Juan C. Garcia                Vice President - Controller    June 25, 1999
---------------------------
Juan C. Garcia

/s/ Darwin C. Dornbush            Secretary and Director         June 25, 1999
---------------------------
Darwin C. Dornbush


/s/ John E. Abdo                  Director                       June 25, 1999
---------------------------
John E. Abdo


/s/ Norman Becker                 Director                       June 25, 1999
---------------------------
Norman Becker


/s/ Robert B. Greenberg           Director                       June 25, 1999
---------------------------
Robert B. Greenberg


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EXHIBIT - 23.01



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Benihana  Inc.  on Form S-8 of our  report  dated May 7, 1999  appearing  in the
Annual Report on Form 10-K of Benihana Inc. for the year ended March 28, 1999.



Deloitte & Touche LLP
June 23, 1999


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EXHIBIT - 23.02



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Benihana  Inc.  on Form S-3 of our  report  dated May 7, 1999  appearing  in the
Annual  Report on Form 10-K of Benihana  Inc. for the year ended March 28, 1999,
and to the reference to us under the heading "Experts" in the Prospectus,  which
is a part of this Registration Statement.



Deloitte & Touche LLP
June 23, 1999


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