


                       SECURITIES AND EXCHANGE COMMISSION


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report
               (Date of earliest event reported): October 1, 2004
                                                  ---------------


                                  BENIHANA INC.
             ------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)


               Delaware                  0-26396            65-0538630
              ----------               --------------     --------------
       (State or other jurisdiction     (Commission        (IRS Employer
           of incorporation)            File Number)     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
                                                          --------------


 Check the appropriate box below if the Form 8-K filing is intended to
 simultaneously satisfy the filing obligation of the registrant under
 any of the following provisions (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))

<PAGE>


                     Item 8.01  Other Events
                                ------------
                     Benihana Inc.  issued a press release on October 1, 2004
disclosing the results of its 2004 Annual Meeting of  Stockholders.  A copy of
the press release is included with this Report as Exhibit 99.1.



                                    SIGNATURES

                      Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                    BENIHANA INC.



                                    By: /s/ Michael R. Burris
                                        ----------------------------
                                        Michael R. Burris
                                        Senior Vice President of
                                        Finance and Treasurer




<PAGE>


                                                                   Exhibit 99.1


                              FOR IMMEDIATE RELEASE

             BENIHANA INC. REPORTS RESULTS OF ELECTION FOR DIRECTORS

MIAMI, FL, October 1, 2004 - Benihana Inc. (NASDAQ:BNHNA and BNHN) announced
today the final results for the election of two directors representing the
Common shares and one director representing the Class A shares at the Company's
annual meeting on Tuesday, September 28, 2004.

           In the vote for nominees for directors representing the Common stock,
Yoshihiro Sano, nominated by management, obtained 1,358,418 votes. Lewis Jaffe,
representing a dissident group headed by Benihana of Tokyo, Inc. ("BOT"),
received 1,735,306 votes, which included 1,535,668 votes owned by BOT, or
approximately 89% of the votes cast in his favor. Kevin Y. Aoki, Vice
President-Marketing and a trustee of BOT, who was nominated both by management
and BOT, received a total of 3,054,041 votes.

           Joel A. Schwartz, President and CEO of Benihana Inc., the sole
nominee for the Board seat representing the Class A shares, received 4,073,943
votes, or 86% of the total votes cast.

           "We are gratified by the strong support of our shareholders for
management's nominees for directors," said Mr. Schwartz. "We are very
appreciative of Mr. Sano's service as a Director, and regret he will be leaving
the Board. And we look forward to working with Mr. Jaffe, for the benefit of all
shareholders. With this contest behind us, we can turn our attention to the
tasks of continuing to build and grow the Company, increase profitability,
assure the highest and fairest standards of corporate governance, and enhance
Benihana Inc.'s value for all shareholders. The broad base of support management
received reminds us of our significant responsibilities, and we are greatly
appreciative for this vote of confidence."

           Shareholders for the Common and Class A stock also ratified Deloitte
& Touche LLP as independent accountants.

           Statements in this press release concerning the Company's business
outlook or future economic performance, anticipated profitability, revenues,
expenses or other financial items, together with other statements that are not
historical facts, are "forward-looking statements" as that term is defined under
Federal Securities Laws. "Forward-looking statements" are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from those stated in such statements. Such risks, uncertainties and
factors include, but are not limited to, changes in customers' tastes and
preferences, acceptance of the Company's concepts in new locations, obtaining
qualified personnel, industry cyclicality, fluctuations in customer demand, the
seasonal nature of the business, fluctuations of commodities costs, the ability
to complete construction of new units in a timely manner, obtaining governmental
permits on a reasonably timely basis, and general economic conditions, as well
as other risks detailed in the Company's filings with the Securities and
Exchange Commission. The Company disclaims any obligations to update any
forward-looking statement as a result of developments occurring after the date
of this press release.
                                       ###



