


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

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

                     For the Quarter Ended October 10, 2004

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


                                      None
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


           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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X             No
                                               ---               ---

           Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act.)  Yes X            No
                                           ---             ---

           Indicate the number of shares outstanding of each of the issuer's
 classes of common stock, as of the latest practicable date.


 Common Stock $.10 par value, 2,992,979 shares outstanding at November 23, 2004


 Class A Common Stock $.10 par value, 6,161,475 shares outstanding at November
 23, 2004

The Registrant hereby amends its Quarterly Report on Form 10-Q for the quarter
ended October 10, 2004 because at March 28, 2004 the Registrant inadvertently
listed an incorrect amount on the Balance Sheet under "Long-term debt - bank"
in the amount of $18,500,000 instead of the correct amount of $0.

<PAGE>


BENIHANA INC. AND SUBSIDIARIES

PART I - Financial Information
ITEM 1. FINANCIAL STATEMENTS - UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
<S>   <C>                                                                                    <C>                      <C>
(In thousands, except share and per share information)                                       October 10,              March 28,
                                                                                                2004                    2004
-----------------------------------------------------------------------------------------------------------------------------------
Assets                                                                                                              (As restated,
Current Assets:                                                                                                      see Note 6)
     Cash and cash equivalents                                                              $    2,790              $    2,196
     Receivables                                                                                   800                     882
     Inventories                                                                                 6,225                   6,147
     Prepaid expenses                                                                            2,636                   2,426
-----------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                            12,451                  11,651

Property and equipment, net                                                                    104,474                  98,219
Goodwill, net                                                                                   27,783                  27,783
Other assets                                                                                     4,767                   4,757
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                              $149,475                $142,410
-----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities:
     Accounts payable and accrued expenses                                                     $22,371                $ 20,730
     Current maturity of bank debt                                                               3,250                  21,500
     Current maturities of obligations under capital leases                                        135                     273
-----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                       25,756                  42,503

Long-term debt - bank                                                                           10,000
Obligations under capital leases                                                                                            26
Deferred income taxes, net                                                                       1,433                   1,237
-----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                               37,189                  43,766

Commitments and contingencies (Note 8)

Minority interest                                                                                1,776                   1,414
Series B Mandatory Redeemable Convertible Preferred Stock -
     $1.00 par value; convertible into Common stock; authorized -
     5,000,000 shares; issued and outstanding - 400,000 at
     October 10, 2004 (Note 7)                                                                   9,271
Stockholders' Equity:
     Common stock - $.10 par value; convertible into Class A Common
         stock; authorized - 12,000,000 shares; issued and outstanding -
         2,992,979 and 3,134,979 shares, respectively                                              299                     313
     Class A Common stock - $.10 par value; authorized -
         20,000,000 shares; issued and outstanding -
         6,161,475 and 5,967,527 shares, respectively                                              616                     597
     Additional paid-in capital                                                                 51,361                  50,772
     Retained earnings                                                                          49,106                  45,691
     Treasury stock - 10,828 shares of Common and
         Class A Common stock at cost                                                             (143)                   (143)
-----------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                                     101,239                  97,230
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                              $149,475                $142,410
-----------------------------------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements
</TABLE>

<PAGE>




                                                               SIGNATURE



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.

                                       Benihana Inc.
                                       ---------------------------------------
                                       (Registrant)



Date:  November 30, 2004               /s/ Joel A. Schwartz
-------------------------              ---------------------------------------
                                        Joel A. Schwartz
                                        President and
                                        Chief Executive Officer
                                        and Director




<PAGE>


                                                                   Exhibit 31.1

                                  CERTIFICATION

I, Joel A. Schwartz, President and Chief Executive Officer and Director, certify
that:

        1. I have reviewed this quarterly report on Form 10-Q of Benihana Inc.;

        2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

        3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

        4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

             a) designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this report based on such evaluation;
        and

             c) disclosed in this report any change in the registrant's internal
        control over financial reporting (as defined in Exchange Act Rules
        13a-15(f) and 15d-15(f)) that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting.

        5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

             a) all significant deficiencies and material weaknesses in the
        design or operation of internal control over financial reporting which
        are reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

             b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        control over financial reporting.


Date:  November 30, 2004                      /s/ Joel A. Schwartz
                                              --------------------------------
                                               Joel A. Schwartz
                                               President and
                                               Chief Executive Officer
                                               and Director




<PAGE>


                                                                   Exhibit 31.2

                                  CERTIFICATION

I, Michael R. Burris, Senior Vice President - Finance and Chief Financial
Officer, certify that:

        1. I have reviewed this quarterly report on Form 10-Q of Benihana, Inc.;

        2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

        3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

        4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

             a) designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

             b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this report based on such evaluation;
        and

             c) disclosed in this report any change in the registrant's internal
        control over financial reporting (as defined in Exchange Act Rules
        13a-15(f) and 15d-15(f)) that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting.

        5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

             a) all significant deficiencies and material weaknesses in the
        design or operation of internal control over financial reporting which
        are reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

             b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        control over financial reporting.


Date:  November 30, 2004                /s/ Michael R. Burris
                                        --------------------------------------
                                         Michael R. Burris
                                         Senior Vice President -
                                         Finance and Chief Financial
                                         Officer




<PAGE>


                                                                   Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Benihana Inc. (the "Company") on
Form 10- Q for the period ended October 10, 2004 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Joel A. Schwartz,
President and Chief Executive Officer and Director of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     1.     The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Joel A. Schwartz
-------------------------------------
Joel A. Schwartz
President and
Chief Executive Officer
and Director

November 30, 2004




<PAGE>


                                                                   Exhibit 32.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Benihana Inc. (the "Company") on
Form 10-Q for the period ended October 10, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Michael R. Burris,
Senior Vice President - Finance and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     1.     The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Michael R. Burris
--------------------------------------
Michael R. Burris
Senior Vice President -
Finance and Chief Financial
Officer

November 30, 2004




