Effective July 3, 2009, the Board approved an amendment to the Company's Bylaws providing that all matters or questions to be decided at a meeting of the Company's stockholders (other than the election of directors and amendments to the By-laws) be decided by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Company entitled to vote thereon and casting votes affirmatively or negatively on such matter or question, unless otherwise provided. In addition the amendment clarified certain other provisions, including those relating to the availability of certain stock list materials for inspection by stockholders prior to a stockholders meeting and the advance notice provisions applicable to business which may be brought before a stockholder meeting.

The description of the amendments to the Company's Bylaws provided above is qualified in its entirety by reference to the amended sections of the Bylaws of the Company, a copy of which is filed as Exhibit 3.2 to this Report on Form 8-K and incorporated by reference herein.

(d) Exhibits:

Exhibit
Number    Exhibit
  3.2     Bylaws of Benihana Inc. (amended as of July 3, 2009)