
<PAGE>

                                                          OMB Number:  3235-0145

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                             (Amendment No. _____)*



                                  BENIHANA INC.
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                               (Name of Issuer)

                                  COMMON STOCK
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                         (Title of Class of Securities)

                                    082047101
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                                 (CUSIP Number)

                           Herschel S. Weinstein, Esq.
                   Dornbush Mensch Mandelstam & Schaeffer, LLP
                                747 Third Avenue
                            New York, New York 10017
                                 (212) 759-3300
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            (Name, Address and Telephone Number of Person Authorized
                      to Receive Notice and Communications)

                                  June 8, 1998
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             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.



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CUSIP No. ..........082047101..........

         1.       Names of Reporting Persons.
                  I.R.S. Identification Nos. of above persons (entities only).

                    ..........Trust U/A June 8, 1998 between Rocky H. Aoki as
                    Grantor and Kevin Aoki and Darwin C. Dornbush as Trustees;
                    Taxpayer identification number 13-7141606..................
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          2. Check the Appropriate Box if a Member of a Group (See Instructions)

             (a)
                      ---------------------------------------------------------

             (b)
                      ---------------------------------------------------------
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         3.  SEC USE ONLY  
                           ----------------------------------------------------

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         4.  Source of Funds (See Instructions)            N/A
                                                 ----------   -----------------
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         5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to 
             Items 2(d) or 2(e)
                                 -------------
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         6.  Citizenship or Place of Organization            New York
                                                   ----------        ----------


                         7.  Sole Voting Power...........1,830,405 shares (see
                             response to Item 5)........
                        -------------------------------------------------------
                         8.  Shared Voting Power...............................
Number of Shares        -------------------------------------------------------
Beneficially Owned by    9.  Sole Dispositive Power.......1,830,405 shares.....
Each Reporting Person   -------------------------------------------------------
With                    10.  Shared Dispositive Power..........................
                        -------------------------------------------------------
         11. Aggregate Amount Beneficially Owned by Each Reporting Person  
                       1,830,405 shares
             ---------                  ---
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         12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
             (See Instructions)           
                               -----------
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         13. Percent of Class Represented by Amount in Row (11)  ..........
             51.3%                                
                  --------------------------------
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         14. Type of Reporting Person (See Instructions)

                                                      00
             ----------------------------------------    ----------------------
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                                   Page 2 of 4

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Item 1.  Security and Issuer

         This statement relates to the Common Stock, par value $.10 per share
         (the "Common Stock"), of Benihana Inc., a Delaware corporation (the
         "Company"). The principal executive offices of the Company are located
         at 8685 Northwest 53rd Terrace, Miami, Florida 33166.

Item 2.  Identity and Background

         The entity filing this report is Trust U/A dated June 8, 1998 between
         Rocky H. Aoki, Grantor ("Grantor") and Kevin Aoki and Darwin C.
         Dornbush, Trustees (the "Filing Person"). The Filing Person was formed
         under the laws of the State of New York to hold the Voting Trust
         Certificates (and, indirectly, the 1,830,405 shares of Common Stock
         (the "Subject Shares") which are the subject of this Schedule 13D) as
         described in Item 4 below. The Filing Person's business address is c/o
         Dornbush Mensch Mandelstam & Schaeffer, LLP, 747 Third Avenue, New
         York, New York 10017.

         (d)-(e) The Filing Person has not been convicted in a criminal
         proceeding (excluding traffic violations or similar misdemeanors) or
         been a party to a civil proceeding of a judicial or administrative body
         of competent jurisdiction as a result of which such individual was or
         is subject to a judgment, decree or final order enjoining future
         violations of, or prohibiting or mandating activities subject to,
         federal or state securities laws or finding any violations with respect
         to such laws, in each case during the last five years.

Item 3.  Source and Amount of Funds or Other Consideration

         The Voting Trust Certificates described in Item 5 were contributed to
         the Filing Person by Grantor and no consideration was paid therefor.

Item 4.  Purpose of the Transaction

         The Filing Person was formed at the request of the Grantor to hold the
         Voting Trust Certificates. The Filing Person has no plans or proposals
         which would relate to or would result in any of the transactions
         described in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

         Benihana of Tokyo, Inc., a New York corporation ("BOT"), owns the
         Subject Shares which constitute 51.5% of the Common Stock. All issued
         and outstanding equity of BOT is owned by a voting trust (the "Voting
         Trust") U/A dated as of February 2, 1983 among Rocky H. Aoki as
         Grantor, Rocky H. Aoki, Katsu Aoki and Darwin C. Dornbush as Trustees
         and BOT (the "Voting Trust Agreement"). The Voting Trust has the power
         to vote, but not dispose of, the shares of BOT. Rocky H. Aoki has
         resigned as a trustee of the Voting Trust and was succeeded as trustee
         by Kevin Aoki. All of the certificates representing interests in the
         Voting Trust (the "Voting Trust Certificates") were contributed by
         Grantor to the Filing Person and are owned by the Filing Person.
         Accordingly, the Filing Person may be deemed to have indirect
         beneficial ownership of 100% of the equity of BOT and of the Subject
         Shares.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect 
         to Securities of the Issuer

         The Voting Trust was formed pursuant to a Voting Trust Agreement which
         gives to the trustees of the Voting Trust the sole authority to vote
         the shares of BOT stock owned by the Voting Trust.

         The Filing Person was formed pursuant to a Trust Agreement dated June
         8, 1998 between the Grantor, as



                                   Page 3 of 4

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         Grantor, and Kevin Aoki and Darwin C. Dornbush.

Item 3.  Material to be Filed as Exhibits

         1.       Voting Trust Agreement dated as of February 2, 1983 among
                  Rocky H. Aoki, shareholder, Rocky H. Aoki, Katsu Aoki and
                  Darwin C. Dornbush, Trustees, and Benihana of Tokyo, Inc.

Signature

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


June 18, 1998
--------------------------------------------------------------------------------
Date

Trust U/A Dated June 8, 1998 between Rocky H. Aoki, as Grantor,
and Kevin Aoki and Darwin C. Dornbush, as Trustees


By:    /s/ Darwin C. Dornbush
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Signature


Darwin C. Dornbush, Trustee
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Name/Title


         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.


Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)



                                   Page 4 of 4
