SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* BECKER NORMAN H (Last) (First) (Middle) C/O BENIHANA INC. 8685 NORTHWEST 53 TERRACE (Street) MIAMI FL 33166 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BENIHANA INC [ BNHN/BNHNA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 03/28/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 10/15/2004	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class A Common Stock	08/22/2003		A4(2)	0	A	$0	575	I	I(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Buy	$9.8913	07/31/1997		4A(2)	0(2)		07/31/1997	07/31/2007	Common Stock	2,500	$0	2,500	D
Option to Buy	$9.8913	07/31/1997		4A(2)	$0		07/31/1997	07/31/2007	Class A Common Stock	375	$0	375	D
Option to Buy	$6.6304	08/27/1998		4A(2)	$0		08/27/1998	08/27/2008	Class A Common Stock	11,500	$0	11,500	D
Option to Buy	$12.5304	08/05/1999		4A(2)	$0		08/05/1999	08/05/2009	Class A Common Stock	11,500	$0	11,500	D
Option to Buy	$11.0348	08/03/2000		4A(2)	$0		08/03/2000	08/03/2010	Class A Common Stock	11,500	$0	11,500	D
Option to Buy	$7.8261	02/09/2001		4A(2)	$0		02/09/2001	02/09/2011	Class A Common Stock	5,750	$0	5,750	D
Option to Buy	$11.8957	08/16/2001		4A(2)	$0		08/16/2001	08/16/2011	Class A Common Stock	11,500	$0	11,500	D
Option to Buy	$12.8	08/22/2002		4A(2)	$0		08/22/2002	08/22/2012	Class A Common Stock	10,000	$0	10,000	D
Option to Buy	$11.45	08/21/2003		4A(2)	0(2)		08/21/2003(3)	08/21/2013	Class A Common Stock	10,000	$0	10,000	D
Option to Buy	$11.35	09/28/2004		A	10,000(2)		09/28/2004(4)	09/28/2014	Class A Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. Norman H. Becker P/S/T FBO Norman Becker

2. Transaction previously reported.

3. Two-thirds currently exercisable; one-third exercisable 8-21-05.

4. One-third currently exercisable; one-third exercisable 09-28-05; one-third exercisable 09-28-06.

	Norman Becker	10/18/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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