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):            MARCH 23, 2006
                                                        ------------------------


                                  BENIHANA INC.
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             (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)

Registrant's telephone number, including area code:           (305) 593-0770
                                                           ---------------------

                                      NONE
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           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))



        ITEM 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        On Thursday, March 23, 2006, the Board of Directors of Benihana Inc.
approved the Benihana Incentive Compensation Plan (the "Plan").

        A summary description of the Plan is attached as Exhibit 99.1 to this
Report.

        ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS

        (c)     Exhibit 99.1. Summary Description of Incentive Compensation
Plan.



                                   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:  March 24, 2006                  By:  /s/ Michael R. Burris
                                        ---------------------------------------
                                        Michael R. Burris
                                        Senior Vice President of
                                        Finance and Treasurer

EX-99.1

                                                                    EXHIBIT 99.1


               SUMMARY DESCRIPTION OF INCENTIVE COMPENSATION PLAN


The Company's annual incentive compensation plan ties key employees' bonus
earning potential to individually-designed performance objectives. Under the
plan, each plan participant is provided a range of potential annual cash
incentive awards based on his or her individually-designed performance
objectives. Actual awards paid under the plan are based on exceeding goals tied
to certain budgeted results of the Company. A portion of awards is also
determined by achieving other performance and management goals. The maximum
incentive awards that could be awarded to the Company's named executive officers
pursuant to the incentive compensation plan are as follows: president and chief
executive officer: 30% x annual base salary; executive vice president of
operations: 30% x annual base salary; senior vice president - finance: 30% x
annual base salary; vice president - marketing: 30% x annual base salary; senior
vice president - chief operating administrative officer: 30% x annual base
salary; vice president - sushi division: 30% x annual base salary. The
controller along with the other senior directors are eligible to receive 20% x
annual base salary.