8-K

                       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 17, 2005

                                  BENIHANA INC.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                     0-26396                 65-0538630
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(State or other jurisdiction         (Commission            (I.R.S. Employer
      of incorporation)              File Number)          Identification No.)


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

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Registrant's telephone number, including area code:            (305) 593-0770
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                                      None
           -----------------------------------------------------------
           Former name or former address, if changed since last report

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
     (17CFR230.425)
|_|  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))

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 17, 2005, Benihana Inc. and Juan C. Garcia entered into an amendment
(the "Amendment") to Mr. Garcia's employment agreement dated September 1, 2003.
Pursuant to the Amendment, effective June 20, 2005, Mr. Garcia will act as
Benihana's Senior Vice President - Chief Operating Administrative Officer and
his annual salary will be increased to $140,000. In addition, the Amendment
extends Mr. Garcia's employment period through March 31, 2009.

The description of the Amendment is qualified in its entirety by reference to
the copy of the Amendment filed as Exhibit 10.01 hereof, which is incorporated
by reference herein.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibit 10.01. Amendment No. 1 dated October 17, 2005 to Employment
Agreement dated September 1, 2003 between Juan C. Garcia and Benihana Inc.



                                   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.


Dated: October 20, 2005                        By:  /s/ Michael R. Burris
                                                    ----------------------------
                                                    Michael R. Burris
                                                    Senior Vice President of
                                                    Finance and Treasurer

EX-10.01

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

        Amendment No. 1 dated October 17, 2005 to Employment Agreement dated
September 1, 2003 (the "Agreement") by and between BENIHANA INC. and JUAN C.
GARCIA.

        Unless otherwise defined herein, capitalized terms shall have the
respective meanings assigned to them in the Agreement.

        The parties agree that the Agreement shall be amended as follows:

        The first paragraph of the Recitals of the Agreement is amended by
modifying such paragraph to read in its entirety as follows:

                "The Employee is, and has been for some years, employed by the
Company as its Vice President/Comptroller; and the Company is desirous of
continuing the employment of Employee in the capacity of Senior Vice President -
Chief Operating Administrative Officer, and Employee is desirous of continuing
to be employed by the Company in such capacity on the terms and conditions
hereinafter set forth."

        Section 1 of the Agreement is amended by modifying such section to read
in its entirety as follows:

                "1. ENGAGEMENT AND TERM. The Company hereby continues
        to employ Employee and Employee hereby accepts such continued
        employment by the Company on the terms and conditions set forth
        herein, for a period commencing on the date hereof (the
        "Effective Date"), and ending, unless sooner terminated in
        accordance with the provisions of Section 4 hereof, on March 31,
        2009 (the "Employment Period")."

        Section 2 of the Agreement is amended by modifying the first sentence of
such section to read in its entirety as follows:

                "2. SCOPE OF DUTIES. Effective June 20, 2005,
        Employee shall be employed by the Company as its Senior Vice
        President - Chief Operating Administrative Officer."

        Section 3 of the Agreement is amended by modifying such section to read
in its entirety as follows:

                "3.1 BASIC COMPENSATION. In respect of services
        to be performed by the Employee during the Employment Period,
        effective June 20, 2005, the Company agrees to pay the Employee
        an annual salary of One Hundred Forty Thousand Dollars
        ($140,000) ("Basic Compensation"), payable in accordance with
        the Company's customary payroll practices for executive
        employees."

        Section 7 of the Agreement is amended by modifying the second sentence
of such section to read in its entirety as follows:

                "The Employee shall receive an allowance of $300 per month for
automobile expenses, including the lease costs or purchase price, gasoline, oil
and garaging."

        Except as modified herein, the Agreement remains in full force and
effect in accordance with its terms without revocation or change.



        IN WITNESS WHEREOF, the undersigned have executed this Amendment No.1 as
of the date and year first above written.

                                             BENIHANA INC.

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


                                                 /s/ Juan C. Garcia
                                             ------------------------------
                                                 JUAN C. GARCIA