Form 5 BENIHANA INC For: Dec 31 Filed by: ANDREEFF EQUITY ADVISORS, LLC (10K)

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, 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ANDREEFF EQUITY ADVISORS, LLC

(Last)

(First)

(Middle)

140 EAST ST. LUCIA LANE

(Street)

SANTA ROSA BEACH

32459

(City)

(State)

(Zip)

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

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

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

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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/13/2008		S4	1,052	D	$ 7	713,882 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	06/13/2008		S4	2,151	D	$ 7	713,882 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	06/13/2008		P4	3,203	A	$ 7	713,882 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	06/23/2008		S4	2,117	D	$ 6.9372	711,765 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	06/30/2008		P4	841	A	$ 6.6073	712,606 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	06/30/2008		P4	4,400	A	$ 6.6073	717,006 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	07/18/2008		S4	46	D	$ 5.92	717,006 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	07/18/2008		P4	46	A	$ 5.92	717,006 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	07/18/2008		P4	17	A	$ 5.92	717,023 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	07/31/2008		P4	14,662	A	$ 6.5193	731,685 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾	See Footnote ⁽¹⁾
Common Stock	07/31/2008		P4	11,733	A	$ 6.5193	743,418 ⁽¹⁾ ⁽²⁾	I ⁽¹⁾	See Footnote ⁽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 Excercise 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 Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	(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)

Explanation of Responses:

1. This transaction was made by a fund that is not, itself, a 10% owner of the issuer's securities. As the Investment Adviser of the fund, Andreeff Equity Advisors, L.L.C. is reporting this transaction because it may be deemed the indirect beneficial owner of 10% or more of the issuer's securities, in the aggregate. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

2. The number of shares reported under "Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year" represents the number of shares Andreeff Equity Advisors, L.L.C. indirectly beneficially owned following the reported transaction.

3. The number of shares listed under "Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year" has not changed from what was last reported under the previous transaction because Andreeff Equity Advisors, L.L.C. may be deemed an indirect beneficial owner of the securities by each of the funds that were parties to the acquisition and disposition transactions reported on this form.

	/s/ Dane Andreeff	08/12/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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