SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ANDREEFF DANE

(Last)

(First)

(Middle)

C/O ANDREEFF EQUITY ADVISORS LLC

140 E. ST. LUCIA LANE

(Street)

SANTA ROSA BEACH

32459

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BENIHANA INC [ BNHNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/25/2008		S		708	D	$5.5262	948,431	I ^{( 1 )}	See Footnote ^{( 1 )}
Class A Common Stock	09/25/2008		S		5,762	D	$5.5262	942,669	I ^{( 1 )}	See Footnote ^{( 1 )}
Class A Common Stock	09/25/2008		S		371	D	$5.5262	942,298	I ^{( 2 )}	See Footnote ^{( 2 )}

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ANDREEFF DANE

(Last)

(First)

(Middle)

C/O ANDREEFF EQUITY ADVISORS LLC

140 E. ST. LUCIA LANE

(Street)

SANTA ROSA BEACH

32459

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ANDREEFF EQUITY ADVISORS, LLC

(Last)

(First)

(Middle)

140 E. ST. LUCIA LANE

(Street)

SANTA ROSA BEACH

32459

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are held by funds that are not, individually, 10% owners of the issuer's securities. Andreeff Equity Advisors, L.L.C., the fund's Investment Adviser, and Dane Andreeff, the Managing Member of both the fund's Investment Adviser and the fund's General Partner, are reporting these securities because they each may be deemed indirect beneficial owners of 10% or more of the issuer's securities, in the aggregate. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein.

2. This transaction was made by a fund that is not, itself, a 10% owner of the issuer's securities. Andreeff Equity Advisors, L.L.C., the fund's Investment Adviser, and Dane Andreeff, the Director of the fund, are reporting these securities because they each may be deemed indirect beneficial owners of 10% or more of the issuer's securities, in the aggregate. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein.

	/s/ Dane Andreeff	09/29/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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