SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For the Fiscal Year Ended March 28, 2004
                                       or,
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                           Commission File No. 0-26396

                                  Benihana Inc.
                -------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                   65-0538630
              ----------                               -------------------
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

           8685 Northwest 53rd Terrace, Miami, Florida      33166
           -------------------------------------------     ----------
            (Address of principal executive offices)       (Zip Code)

      (Registrant's telephone number, including area code): (305) 593-0770
                                                            --------------
          Securities registered pursuant to Section 12(b) of the Act:

                                      None

          Securities registered pursuant to Section 12 (g) of the Act:

                     Common Stock, par value $.10 per share
                 Class A Common Stock, par value $.10 per share
                         Preferred Share Purchase Right

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
                             Yes X      No
                                ---       ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

                              Yes X      No
                                 ---       ---

As of June 7, 2004, 3,018,979 shares of Common Stock and 6,134,225 shares of
Class A Common Stock were outstanding, and the aggregate market value of the
common equity of Benihana Inc. held by non-affiliates based upon the closing
sale price on The Nasdaq Stock Market of $14.58 and $14.61, respectively, was
approximately $106,152,000. As of October 12, 2003, the last day of our second
fiscal quarter, the aggregate market value of common equity held by
non-affiliates was $69,949,000.

EXPLANATORY NOTE
----------------
The Registrant hereby amends its Annual Report on Form 10-K for the fiscal year
ended March 28, 2004 to restate the classification of bank debt included in the
consolidated balance sheet at March 28, 2004 from long-term to current as
described in Note 10 of the consolidated financial statements included in Item
8, to make conforming corrections to Management's Discussion and Analysis of
Financial Condition and Results of Operation included in Item 7 and the
discussion of Controls and Procedures included in Item 9.A.

<PAGE>


                                     PART II



Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
         ---------------------------------------------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS
Financial Condition and Results of Operations

As discussed in Note 10, the consolidated balance sheet at March 28, 2004 has
been restated to reflect the Company's long-term debt balance as a current
liability. The following Management`s Discussion and Analysis of Financial
Condition and Results of Operations reflects the changes resulting from the
restatement.

Overview
--------
Summary of results

Summary highlights of our fiscal 2004 year compared to the previous year:

o  the twelfth consecutive year of total sales increases,
o  opened four new Benihana teppanyaki-style restaurants in Scottsdale, Arizona;
   Alpharetta, Georgia; Bethesda, Maryland and Westbury, New York,
o  opened three new RA Sushi restaurants in Tucson, Arizona; San Diego,
   California and Chicago, Illinois,
o  earnings per diluted share of $1.01 were the same as the prior fiscal year,
   and
o  restaurant operating profit (restaurant sales less cost of food and beverage
   sales and restaurant operating expenses) increased 6.3% to approximately
   $31.9 million.

Our Business

We have operated teppanyaki-style Japanese restaurants in the United States for
over 39 years, and we believe we are the largest operator of teppanyaki-style
restaurants in the country. Our core concept, the traditional Benihana
restaurant, offers teppanyaki-style Japanese cooking in which fresh steak,
chicken and seafood is prepared by a Benihana chef on a steel grill which forms
a part of the table on which the food is served. Our Haru concept offers an
extensive menu of Japanese fusion dishes in a high energy, urban atmosphere. In
addition to traditional, high quality sushi and sashimi creations, Haru offers
raw bar items and Japanese cuisine. Our RA Sushi concept offers sushi and a full
menu of Pacific-Rim dishes in a high-energy environment featuring upbeat design
elements and music. Our one Doraku restaurant offers sushi and other Japanese
items.

At March 28, 2004 we:

o owned and operated 56 Benihana teppanyaki-style Japanese dinnerhouse
restaurants, o franchised others to operate 22 additional Benihana restaurants,
o owned and operated five Haru restaurants in New York City, o owned and
operated seven RA Sushi restaurants, and o owned and operated one Doraku
restaurant in Miami Beach, Florida.

Outlook
-------

We continued to grow in fiscal 2004, despite a challenging environment. We
opened four teppanyaki restaurants and three RA Sushi restaurants. We believe
that our revenues will increase next year due to the newly opened restaurants
and from continuing increases in customer counts at restaurants open for longer
than one year. Additionally, our revenues will increase from the planned
openings of two new teppanyaki restaurants in Carlsbad, California and Coral
Gables, Florida; two new Haru restaurants - one in Philadelphia, Pennsylvania
and one in the Gramercy Park section of Manhattan; and one new RA Sushi
restaurant in Las Vegas, Nevada. We also have a signed lease for another RA
Sushi restaurant to open in fiscal 2006 in Huntington Beach, California.

We have undertaken a design initiative to develop a prototype teppanyaki
restaurant to improve unit-level economics while shortening construction time
and improving decor. This program should be completed in fiscal 2005 and
implemented late in the fiscal year for new units that will be under
construction by year's end. The initiative will also assist us in restaurant
refurbishing.

<PAGE>


We also continue to manage commodity costs and will institute a menu price
increase in the second quarter of fiscal 2005 to offset increasing beef costs.
We expect labor costs to remain constant in fiscal 2005.

Operating results
-----------------

Revenues

Revenues consist of the sales of food and beverages at our restaurants and
royalties and licensing fees from franchised restaurants. Revenues are dependent
upon the number of patrons that visit our restaurants and franchisees'
restaurants and the average check amounts.

The following table shows revenues and percentage changes for the past three
years:

(Dollar amounts are expressed in thousands)
<TABLE>
<CAPTION>
<S>                                  <C>            <C>          <C>            <C>           <C>             <C>
                                                                     Fiscal year ended
                                ----------------------------------------------------------------------------------
                                           2004                             2003                        2002
                                ----------------------------------------------------------------------------------
                                              Percentage                  Percentage                   Percentage
                                              change                      change                       change
                                              from 2003                   from 2002                    from 2001
  -----------------------------------------------------------------------------------------------------------------
  Restaurant sales                  $201,335          7.1%      $187,913         10.5%       $170,051          5.1%
  Franchise fees
    and royalties                      1,628         22.3%         1,331        (8.6%)          1,456          5.7%
  -----------------------------------------------------------------------------------------------------------------
  Total revenues                    $202,963          7.2%      $189,244         10.3%       $171,507          5.1%
  -----------------------------------------------------------------------------------------------------------------

The table below shows the amount of the changes in restaurant sales and the
nature of the changes.

(Dollar amounts are expressed in thousands)
                                                                                    Fiscal year ended
                                                                     -----------------------------------------------
                                                                              2004            2003            2002

  ------------------------------------------------------------------------------------------------------------------
  Amount of increase from prior year                                         $13,422         $17,862          $8,186
  Increase in sales from restaurants opened
      or owned longer than one year                                              211           7,206           1,808
  Increase from new restaurants                                                7,062           8,897           9,580
  Increase from acquired restaurants                                           7,748           3,226
  Increase from sales at existing units while
      not comparable due to remodeling closures                                  497             330
  Effect of additional week in fiscal 2001                                                                   (3,202)
  Closed units                                                               (2,096)         (1,797)
</TABLE>

We believe that the Benihana style of presentation makes us a unique choice for
customers. We believe that customers who are seeking greater value for their
dining budget appreciate the entertainment value provided by the chef cooking
directly at their table. We continued our multi-year program to build capacity
in our existing restaurants through adding additional tables and sushi bars.
Sales over the past two years have also increased as a result of an increasing
trend for sushi as a menu item. We believe that we are the largest restaurant
chain offering sushi to consumers nationwide. Sushi bars have been added to most
of the Benihana restaurants over the past several years.

We also have three sushi concepts. The Haru concept features an extensive menu
of Japanese fusion dishes served in a high energy, urban setting. Haru's menu
offers traditional sushi and sashimi creations as well as raw bar items and
Japanese cuisine. The Haru concept generates exceptionally high volumes as a
result of customer acceptance and the high population density of the concept's
primary market, New York City. Approximately 40% of Haru's revenues are derived
from delivery and takeout sales. The RA Sushi concept is a vibrant, hip
restaurant featuring sushi and other Asian menu items in a high-energy
environment featuring upbeat design elements and music. RA Sushi's beverage
sales account for approximately 34% of restaurant sales. The RA Sushi units are
less expensive to build than the Company's other two concepts and offer the
Company a growth vehicle that can succeed in most markets. The Company's one
Doraku restaurant offers sushi and other Japanese dishes. The Company currently
does not plan to expand this concept.

<PAGE>


2004 compared to 2003

Revenues increased 7.2% in fiscal 2004 when compared to fiscal 2003. Restaurant
sales increased $13.4 million in fiscal 2004 when compared to fiscal 2003. The
increase was mainly attributable to sales from the acquired RA Sushi restaurants
of $7.7 million and from sales of new restaurants of $7.1 million. Guest counts
increased 569,000 to 8.2 million. The average guest check amount was $23.61 in
fiscal 2004 compared to $23.45 in fiscal 2003 at the teppanyaki restaurants,
$27.15 in fiscal 2004 compared to $28.22 in fiscal 2003 at the Haru restaurants,
$22.29 in fiscal 2004 compared to $20.56 in fiscal 2003 at the Doraku restaurant
and $19.06 in fiscal 2004 compared to $19.15 in fiscal 2003 at the RA Sushi
restaurants.

Comparable restaurant sales growth for restaurants opened longer than one year
was $0.2 million in fiscal 2004. Comparable sales for the teppanyaki restaurants
decreased by 1.2%, comparable sales for the Haru restaurants increased 8.4%,
comparable sales for the RA Sushi restaurants increased 10.3% and for the one
Doraku restaurant comparable sales increased 14.5% in fiscal 2004 when compared
to fiscal 2003.

We closed the Bethesda, Maryland teppanyaki restaurant in October of 2003 and
opened at a nearby location two weeks later. In fiscal 2003 we closed two
restaurants. The Louisville restaurant closed the last week of fiscal 2003 after
its lease expired. The Chicago Doraku restaurant closed in February of 2003 and
was converted to a RA Sushi restaurant which opened in January 2004.

Franchise fees and royalties increased in fiscal 2004 when compared to fiscal
2003. The increase was mainly attributable to increased fees from the opening of
the Edison, New Jersey and Santiago, Chile franchises.

2003 compared to 2002

Revenues increased 10.3% in fiscal 2003 when compared to fiscal 2002. Restaurant
sales increased $17,862,000 in fiscal 2003 when compared to fiscal 2002. The
increase is mainly attributable to increases in comparable restaurant sales of
$7,206,000 and from increases in sales from new restaurants of $8,897,000.
Comparable restaurant sales growth for restaurants opened longer than one year
was 4.4% in fiscal 2003. Guest counts increased 9.4% to 7.6 million. The average
per guest check amount was $23.45 at the teppanyaki restaurants, $28.22 at the
Haru restaurants, $20.56 at the Doraku restaurants and $19.15 at the RA Sushi
restaurants.

Restaurant sales were positively affected by the increase in guest counts in
fiscal 2003 when compared to the 9/11 affected fiscal 2002. The increase in
customer counts was tempered by a slowing economy, the Iraqi war as well as the
inclement weather in the fourth quarter of fiscal 2003.

We closed two restaurants in fiscal 2003. The Louisville teppanyaki restaurant
closed the last week of fiscal 2003 after its lease expired. The Chicago Doraku
restaurant closed in February 2003 and was reopened as a RA Sushi restaurant in
January 2004.

Operating costs and expenses

Operating costs and expenses are largely dependent on the number of customers
that visit our restaurants and the costs commodities used in food preparation,
the number of employees that are necessary to provide a high quality of service
to our customers, rents we pay for our restaurant properties, utilities and
other necessary costs.

The following table shows the amount of change in our restaurant operating
costs, costs as a percentage of restaurant sales, and the percentages of change
from the preceding years.
<TABLE>
<CAPTION>
<S>                                                                   <C>       <C>       <C>           <C>
                                                                                    Fiscal year ended
                                                                 -----------------------------------------------
                                                                            2004           2003            2002
                                                                 -----------------------------------------------
  Cost as a percentage of restaurant sales:
  Cost of food and beverage sales                                          25.6%           24.6%           25.1%
  Restaurant operating expenses                                            58.6%           59.5%           58.6%
  Restaurant opening costs                                                   .9%             .3%             .7%
  Marketing, general and administrative expenses                            8.1%            8.3%            7.9%

  Amount of change from prior year:
  Cost of food and beverage sales                                         $5,255          $3,428         $ (547)
  Restaurant operating expenses                                            6,290          12,018          10,280
  Restaurant opening costs                                                 1,360           (743)           (225)
  Marketing, general and administrative expenses                             850           2,139           (317)
  Interest expense, net                                                     (71)           (462)           (243)
<PAGE>


  Percentage increase or (decrease) from prior year:
  Cost of food and beverage sales                                          11.4%            8.0%          (1.3%)
  Restaurant operating expenses                                             5.6%           12.1%           11.5%
  Restaurant opening costs                                                280.4%         (60.5%)         (15.5%)
  Marketing, general and administrative expenses                            5.5%           16.0%          (2.3%)
  Interest expense, net                                                  (13.4%)         (46.7%)         (19.7%)
</TABLE>

2004 compared to 2003

Cost of food and beverage sales increased in absolute amount and when expressed
as a percentage of sales in fiscal 2004 when compared to fiscal 2003.

The increase in absolute amount is attributable to the increase in sales. The
increase when expressed as a percentage of sales was attributable to increased
beef costs in the current fiscal year. Beef costs comprise 40% of our total
commodity costs. Average beef costs increased 9.0% in fiscal 2004 when compared
to fiscal 2003. Lobster costs which comprise 15% of our total commodity costs
increased an average of 15.5% in fiscal 2004 when compared to fiscal 2003. All
other commodity cost fluctuations were not significant.

Restaurant operating expenses increased in absolute amount but decreased when
expressed as a percentage of sales in fiscal 2004 when compared to fiscal 2003.
The increase in absolute amount was mainly attributable to the seven new
restaurants opened during fiscal 2004. The decrease when expressed as a
percentage of sales was attributable to increased labor productivity in fiscal
2004 and from stable health insurance costs in the current fiscal year compared
to increased sales. Occupancy costs and depreciation and amortization expenses
increased in both absolute amount and when expressed as a percentage of sales
primarily from the opening of the seven new restaurants. Utility costs increased
due to higher energy costs in the current fiscal year.

Restaurant opening costs increased in absolute amount and when expressed as a
percentage of sales in fiscal 2004 when compared to fiscal 2003 as a result of
the growth in restaurant development activity in the current fiscal year
compared to the prior fiscal year. The increase in restaurant opening costs such
as rent and labor and related costs was a result of opening seven restaurants
and having four other new restaurants under development in the current fiscal
year compared to opening two in the prior fiscal year.

Marketing, general and administrative costs increased in absolute amount but
decreased when expressed as a percentage of sales in fiscal 2004 when compared
to fiscal 2003. The increase in absolute amount is due to increased labor and
related costs for a full year from additional management personnel who were
hired by the Company in connection with the acquisition of the RA Sushi concept.
Also contributing to the increase was an increase in planned advertising costs
in the current fiscal year compared to the prior fiscal year. The slight
decrease when expressed as a percentage of sales was immaterial.

Interest expense, net, decreased in fiscal 2004 when compared to fiscal 2003.
The decrease was a result of a decrease in the average interest rate in the
current fiscal year compared to the comparable prior fiscal year.

Our effective tax rate was 35.0% for fiscal 2004 compared to 33.9% for fiscal
2003. The increase was primarily a result of increased minority interest expense
which is not deductible for tax purposes.

2003 compared to 2002

Cost of food and beverage sales increased in absolute amount, but decreased when
expressed as a percentage of sales in fiscal 2003 when compared to fiscal 2002.
The increase in absolute amount is attributable to the increase in sales. The
decrease when expressed as a percentage of sales is attributable to lower
commodity prices, principally shrimp, in fiscal 2003.

Restaurant operating expenses increased in absolute amount and when expressed as
a percentage of sales in fiscal 2003 when compared to fiscal 2002. The increase
was attributable to increased labor and related costs, an increase in property
and liability insurance expense and increased depreciation and amortization
expenses. The increase in labor and related costs relates principally to the
increase in health care benefits costs and declining productivity coupled with
increasing overtime wages during the first two quarters of fiscal 2003 compared
to the equivalent periods of fiscal 2002. Property and liability insurance
expense increased from an increase in premiums. Lastly, depreciation and
amortization increased due to new restaurant properties placed into service and
other capital expenditures made to the existing restaurant portfolio in fiscal
2003 compared to fiscal 2002.
<PAGE>


Restaurant opening costs decreased in fiscal 2003 when compared to fiscal year
2002 as a result of the relatively large expenses associated with the three Haru
openings in the preceding fiscal year. In fiscal year 2003, restaurant opening
costs related to the new Benihana restaurants in The Woodlands and Las Colinas,
Texas and to the new Benihana in Westbury, New York which opened during the
second week of fiscal 2004.

Marketing, general and administrative costs increased in absolute amount and
when expressed as a percentage of sales in fiscal 2003 when compared to fiscal
2002. The increase was attributable to increased salaries and benefits from
additional management personnel who were hired by the Company in connection with
the acquisition of the RA Sushi concept. Additionally, advertising expenses
increased in fiscal 2003 as a result of increased advertising expenditures.

Interest expense, net, decreased in 2003 fiscal year when compared to fiscal
2002. The decrease was a result of lower average borrowings outstanding coupled
with lower interest rates in fiscal 2003 compared to fiscal 2002.

Our effective income tax rate increased in fiscal 2003 to 33.9% from 31.6% in
fiscal 2002. The increase was due to an increase in net pre-tax income coupled
with a relatively fixed amount of Federal tax credit for FICA taxes paid on
reported tip income.

Our financial resources

We have borrowings from Wachovia Bank, National Association ("Wachovia") under a
term loan and a revolving line of credit facility, both of which were
renegotiated on December 3, 2002. The renegotiated credit agreement increased
the term loan facility to $16,000,000. The line of credit facility allows us to
borrow up to $15,000,000 through December 31, 2007. At March 28, 2004, we had
$6,500,000 available for borrowing under the revolving line of credit. The term
loan had $13,000,000 outstanding at March 28, 2004 and is payable in quarterly
installments of $750,000 through December 2004 and $833,333 thereafter until the
term loan matures in December 2007. The interest rate at March 28, 2004 of both
the line of credit and the term loan was approximately 2.10%. We have the option
to pay interest at Wachovia's prime rate plus 1% or at libor plus 1%. The
interest rate may vary depending upon the ratio that the sum of earnings before
interest, taxes, depreciation and amortization has to our total indebtedness.
The loan agreements limit our capital expenditures, require that we maintain
certain financial ratios and profitability amounts and prohibit the payment of
cash dividends on common stock.

For the quarter ended March 28, 2004, the Company was not in compliance with a
Consolidated EBITDA covenant of the Company's credit agreement with Wachovia.
The Company received a waiver from Wachovia to cure its noncompliance on May 25,
2004.

Subsequent to the issuance of the Company's fiscal year 2004 consolidated
statements contained in the Company's Annual Report on Form 10-K for the year
ended March 28, 2004, the Company determined that $18.5 million of bank debt
previously classified in long-term liabilities should have been classified in
current liabilities because the waiver of the Consolidated EBITDA covenant
contained in the credit agreement was extended only as of fiscal year-end rather
than through the end of the year ending March 27, 2005. Accordingly, the
Company's consolidated balance sheet at March 28, 2004 has been restated from
the amounts previously reported to reflect the appropriate classification of the
bank debt at March 28, 2004. The Company received a waiver for the Consolidated
EBITDA covenant as of the end of its fiscal quarters ended July 18, 2004 and
October 10, 2004 and the Company and Wachovia amended the credit agreement on
November 19, 2004, such that the Company believes that it will be in compliance
with the covenant through October 30, 2005.

Since restaurant businesses generally do not need relatively large amounts of
inventory and accounts receivable, there is no need to finance them. As a
result, many restaurant businesses have deficiencies in working capital.

The following table summarizes the sources and uses of cash (in thousands).

                                                         Fiscal year ended
                                              ---------------------------------
                                                       2004              2003
                                              ---------------------------------
    Cash provided by operations                       $20,449          $18,279
    Cash (used in) investing activities               (22,042)         (38,782)
    Cash provided by financing activities               1,490           17,740
                                              ---------------------------------
    Decrease in cash                                    ($103)         ($2,763)
                                              ---------------------------------

<PAGE>


The Company has entered into an agreement to sell $20,000,000 aggregate
principal amount of Convertible Preferred Stock of which $10,000,000 will be
available upon closing with the remaining $10,000,000 to be available beginning
on the anniversary date to three years from the anniversary date. The
Convertible Preferred Stock will be convertible into common shares of the
Company at a conversion price of $19.00 per share, and will carry a cash
dividend of 5.0%. The closing of the transaction, which is subject to the
execution of definitive documentation and customary closing conditions, is
expected to occur in the first quarter of fiscal 2005. We believe that the cash
to be provided under the agreement will be sufficient to cover the Company's
cash needs for planned unit growth and refurbishing existing units.

Contractual obligations and commitments (in thousands):
<TABLE>
<CAPTION>
<S>                                   <C>              <C>           <C>            <C>            <C>          <C>      <C>
----------------------------------------------------------------------------------------------------------------------------------
                                       Total           2005           2006           2007          2008        2009     Thereafter
----------------------------------------------------------------------------------------------------------------------------------
  Long-term debt obligations (1)      $21,500         $3,000         $3,333         $4,167       $11,000           -           -
  Capital lease obligations               299            273             26              -             -           -           -
  Operating lease obligations         116,849          8,674          9,008          8,728         8,675       8,756      73,008
  Other liabilities (2)                   652            652              -              -             -           -           -
----------------------------------------------------------------------------------------------------------------------------------
  Total                              $139,300        $12,599        $12,367         12,895       $19,675      $8,756     $73,008
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) All amounts outstanding under the Company's credit agreement with Wachovia
    have been restated to be classified as a current liability.

(2) Contingent payment from RA Sushi acquisition.

Operating activities
--------------------

Cash provided by operations increased as a percentage of net income during the
year from fiscal 2003 primarily as a result of increases in noncash items such
as depreciation and amortization and deferred taxes as well as changes in
operating assets and liabilities.

Investing activities
--------------------

Expenditures for property and equipment were $22,038,000, a decrease of
$5,380,000 from the prior fiscal year. Of the $22,038,000 capital expenditures
for fiscal 2004, $7,200,000 represented new construction for teppanyaki units,
$3,900,000 represented new construction for RA Sushi units, $400,000 represented
new construction for Haru restaurants, $2,000,000 represented the purchase of
the land and building of the Dallas teppanyaki restaurant and the balance of
approximately $8,500,000 was spent on replacements and refurbishments.

We expect to expend approximately $15 million for the development of new
restaurants during the 2005 fiscal year. We also intend to remodel several
restaurants during our 2005 fiscal year. The total costs of these renovations
are expected to be approximately $14 million.

Financing activities
--------------------

Our total indebtedness decreased by $873,000 from the end of fiscal 2003. We had
net borrowings of $2,500,000 under the revolving line of credit. We repaid
$3,000,000 of the term loan in fiscal 2004 and $373,000 of leases that are
considered to be capital in nature. We also realized $2,198,000 from the
exercise of stock options and warrants as compared to $1,929,000 in the previous
fiscal year.

The impact of inflation
-----------------------

The Company does not believe that inflation has had a material effect on sales
or expenses during the last three years other than labor costs. The Company's
restaurant operations are subject to federal and state minimum wage laws
governing such matters as working conditions, overtime and tip credits.
Significant numbers of the Company's food service and preparation personnel are
paid at rates related to the federal minimum wage and, accordingly, increases in
the minimum wage have increased the Company's labor costs in the last two years.
To the extent permitted by competition, the Company has mitigated increased
costs by increasing menu prices and may continue to do so if deemed necessary in
future years.
<PAGE>


Item 7.A.  Quantitative and Qualitative Disclosures About Market Risks
           -----------------------------------------------------------

We are exposed to certain risks of increasing interest rates and commodity
prices. The interest on our indebtedness is largely variable and is benchmarked
to the prime rate in the United States or to the London interbank offering rate.
We may protect ourselves from interest rate increases from time-to-time by
entering into derivative agreements that fix the interest rate at predetermined
levels. We have a policy not to use derivative agreements for trading purposes.

We purchase commodities such as chicken, beef, lobster, fish and shrimp for our
restaurants. The prices of these commodities may be volatile depending upon
market conditions. We do not purchase forward commodity contracts because the
changes in prices for them have historically been short-term in nature and, in
our view, the cost of the contracts is in excess of the benefits.

Seasonality of our business
---------------------------

Our business is not highly seasonal although we do have more diners coming to
our restaurants for special holidays such as Mother's Day, Valentine's Day and
New Year's. Mother's Day falls in our first fiscal quarter, New Year's in the
third fiscal quarter and Valentine's Day in the fourth fiscal quarter of each
year.

Critical accounting policies and estimates
------------------------------------------

The Company's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities during the reported period. (See Note 1 of
notes to consolidated financial statements included in this Annual Report).

Critical accounting policies are those that we believe are most important to
portraying our financial condition and results of operations and also require
the greatest amount of subjective or complex judgments by management. Judgments
or uncertainties regarding the application of these policies may result in
materially different amounts being reported under different conditions or using
different assumptions. We consider the following policies to be the most
critical in understanding the judgments that are involved in preparing our
consolidated financial statements. We record all property and equipment at cost
less accumulated depreciation. Improvements are capitalized while repairs and
maintenance costs are expensed as incurred. Depreciation is calculated using the
straight-line method over the estimated useful life of the assets or the lease
terms of the respective leases. The useful life of property and equipment and
the determination as to what constitutes a capitalized cost versus a repair and
maintenance expense involves judgments by management. These judgments may
produce materially different amounts of depreciation expense and repairs and
maintenance expense if different assumptions were used.

We periodically assess the potential impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. Recoverability of assets is measured by comparing the carrying
value of the assets to the future cash flows to be generated by the asset. If
the total future cash flows are less than the carrying amount of the asset, the
carrying amount is written down to the estimated fair value, and an impairment
charge is taken against results of operations.

We periodically review the recoverability of goodwill based primarily upon an
analysis of cash flows of the related investment assets compared to the carrying
value or whenever events or changes in circumstances indicate that the carrying
amounts may not be recoverable. The analysis involves judgments by management
which may produce materially different results if different assumptions are used
in the analysis.

We are self-insured for a significant portion of our employee health and
workers' compensation programs. The Company maintains stop-loss coverage with
third party insurers to limit its total exposure. The accrued liability
associated with these programs is based on our estimate of the ultimate costs to
be incurred to settle known claims and an estimate of claims incurred but not
reported to the Company as of the balance sheet date. Our estimated liability is
not discounted and is based on a number of assumptions and factors, including
historical trends, actuarial assumptions and economic conditions. If actual
trends, including the severity or frequency of claims, differ from our
estimates, our financial results could be impacted.

<PAGE>


We estimate certain components of our provision for income taxes. These
estimates include, but are not limited to, effective state and local income tax
amounts, allowable tax credits for items such as FICA taxes paid on reported tip
income and estimates related to depreciation expense allowable for tax purposes.
Our estimates are made based on the best available information at the time that
we prepare the provision. We usually file our income tax returns many months
after our fiscal year-end. All tax returns are subject to audit by federal and
state governments, usually years after the returns are filed, and could be
subject to differing interpretations of the tax laws or the Company's
application of such laws to its business (see Note 11 to our consolidated
financial statements). During fiscal 2004, the Internal Revenue Service
completed an examination of the Company's fiscal 2000, 2001 and 2002 Federal
Income Tax returns. The examination did not result in any material adverse tax
or financial consequences.

New accounting pronouncements that may affect our financial reporting
---------------------------------------------------------------------

In December 2003, the Financial Accounting Standards Board ("FASB") revised and
re-issued FASB Interpretation ("FIN") No. 46, "Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51", which was originally issued
in January 2003. FIN No. 46 provides guidance on identifying variable interest
entities ("VIE") and assessing whether or not a VIE should be consolidated.
Variable interests are contractual, ownership or other monetary interests in an
entity that change with changes in the fair value of the entity's net assets
exclusive of variable interests. An entity is considered to be a VIE when its
capital is insufficient to permit it to finance its activities without
additional subordinated financial support or its equity investors, as a group,
lack the characteristics of having a controlling financial interest. FIN No. 46
requires the consolidation of entities which are determined to be VIE's when the
reporting company determines that it will absorb a majority of the VIE's
expected losses, receive a majority of the VIE's residual returns, or both. The
company that is required to consolidate the VIE is called the primary
beneficiary. As revised, the provisions of FIN No. 46 are to be applied to
entities no later than the end of the first reporting period that ends after
March 15, 2004. The Company does not have any relationships with or interests in
entities considered to be special-purpose entities. The adoption of FIN No. 46
did not have an impact on our consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded into other contracts, and for
hedging activities under SFAS No. 133. SFAS No. 149 is generally effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The adoption of SFAS No. 149 did
not have an impact on our consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", which
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires than an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The adoption of SFAS No. 150 did not have an impact on our
consolidated financial statements.

Forward looking statements
--------------------------

This Annual Report contains various "forward-looking statements" which represent
our expectations or beliefs concerning future events, including unit growth,
future capital expenditures, and other operating information. A number of
factors could, either individually or in combination, cause actual results to
differ materially from those included in the forward-looking statements,
including changes in consumer dining preferences, fluctuations in commodity
prices, availability of qualified employees, changes in the general economy,
industry cyclicality, and in consumer disposable income, competition within the
restaurant industry, availability of suitable restaurant locations, or
acquisition opportunities, harsh weather conditions in areas in which the
Company and its franchisees operate restaurants or plan to build new
restaurants, acceptance of the Company's concepts in new locations, changes in
governmental laws and regulations affecting labor rates, employee benefits, and
franchising, ability to complete new restaurant construction and obtain
governmental permits on a reasonably timely basis, unstable economy and
conditions in foreign countries where we franchise restaurants and other factors
that we cannot presently foresee.

<PAGE>


Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------
BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share information)
<TABLE>
<CAPTION>
<S>                                                        <C>                 <C>               <C>
                                                            March 28,          March 30,         March 31,
Fiscal year ended                                            2004               2003               2002
---------------------------------------------------------------------------------------------------------------------------------


Revenues

Restaurant sales                                            $201,335          $187,913         $170,051
Franchise fees and royalties                                   1,628             1,331            1,456
---------------------------------------------------------------------------------------------------------------------------------
Total revenues                                               202,963           189,244          171,507
---------------------------------------------------------------------------------------------------------------------------------

Costs and Expenses

Cost of food and beverage sales                               51,437            46,182            42,754
Restaurant operating expenses                                118,015           111,725            99,707
Restaurant opening costs                                       1,845               485             1,228
Marketing, general and administrative expenses                16,362            15,512             13,373
Impairment charge                                                                                     438
---------------------------------------------------------------------------------------------------------------------------------
Total operating expenses                                     187,659           173,904            157,500
---------------------------------------------------------------------------------------------------------------------------------

Income from operations                                        15,304            15,340             14,007
Interest expense, net                                            457               528                990

---------------------------------------------------------------------------------------------------------------------------------
Income before income taxes and minority interest              14,847            14,812             13,017
Income tax provision                                           4,965             4,862              4,088
---------------------------------------------------------------------------------------------------------------------------------

Income before minority interest                                9,882             9,950              8,929
Minority interest                                                643               477                100
---------------------------------------------------------------------------------------------------------------------------------

Net Income                                                    $9,239            $9,473             $8,829
---------------------------------------------------------------------------------------------------------------------------------

Earnings Per Share

Basic earnings per common share (1)                            $1.04             $1.08              $1.16
Diluted earnings per common share (1)                          $1.01             $1.01              $1.11
---------------------------------------------------------------------------------------------------------------------------------

(1)  On June 7, 2002, the Board of Directors declared a 15% stock dividend in
     Class A stock on both the Class A Shares and Common Shares.  The stock
     dividend was paid on August 12, 2002 to holders of record July 15, 2002.
     As a result, basic and diluted earnings per common share are shown as if
     the stock dividend had been in existence for each fiscal year presented.

See notes to consolidated financial statements

<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share information)
                                                                                March 28,                 March 30,
                                                                                  2004                      2003
---------------------------------------------------------------------------------------------------------------------------------
Assets                                                                        (As restated)
Current Assets:
     Cash and cash equivalents                                                   $2,196                     $2,299
     Receivables                                                                    882                        626
     Inventories                                                                  6,147                      5,328
     Prepaid expenses                                                             2,426                      2,236
---------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                             11,651                     10,489

Property and equipment, net                                                      98,219                     84,482
Deferred income taxes, net                                                                                   1,172
Goodwill, net                                                                    27,783                     27,131
Other assets                                                                      4,757                      5,207
---------------------------------------------------------------------------------------------------------------------------------
                                                                               $142,410                   $128,481
---------------------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities:
     Accounts payable and accrued expenses                                      $20,730                    $19,407
     Current maturity of bank debt                                               21,500                      3,000
     Current maturities of obligations
          under capital leases                                                      273                        373
---------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                        42,503                     22,780

Long-term debt - bank                                                                                       19,000
Obligations under capital leases                                                     26                        299

Minority Interest                                                                 1,414                        771
Deferred income taxes, net                                                        1,237
Commitments and Contingencies (Notes 9 and 12)
Stockholders' Equity:
     Common stock - $.10 par value; convertible into Class
         A Common stock; authorized - 12,000,000 shares;
         issued and outstanding - 3,134,979 and 3,184,479
         shares in 2004 and 2003, respectively                                      313                        318
     Class A Common stock - $.10 par value; authorized -
         20,000,000 shares; issued and outstanding -
         5,967,527 and 5,595,084 shares in 2004 and 2003,
         respectively                                                               597                        560
     Additional paid-in capital                                                  50,772                     48,444
     Retained earnings                                                           45,691                     36,452
     Treasury stock - 10,828 shares of Common stock
         at cost                                                                   (143)                      (143)
---------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity                                                       97,230                     85,631
---------------------------------------------------------------------------------------------------------------------------------
                                                                               $142,410                   $128,481
---------------------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements

<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share information)
                                                                         Class A   Additional                             Total
                                                   Preferred    Common   Common     Paid-in      Retained   Treasury   Stockholders'
                                                     Stock      Stock     Stock     Capital      Earnings    Stock        Equity
-----------------------------------------------------------------------------------------------------------------------------------

Balance, April 1, 2001                                  $1      $358        $259    $14,847      $37,336     (116)       $52,685
     Net income                                                                                    8,829                   8,829
     Tax benefit from stock options                                                     352                                  352
     Dividend on preferred stock                                                                      (5)                    (5)
     Conversion of 700 shares of preferred stock
          into 105,267 shares of Class A common stock   (1)                   11        (10)
     Conversion of 316,937 shares of common                      (31)         31
          Stock into Class A common stock
     Issuance of 1,000,000 shares of Class A common
          Stock, net of offering costs                                       100       10,517                             10,617
     Issuance of 14,000 shares of common stock
          under exercise of options                                1                       39                                 40
     Issuance of 139,406 shares of Class A
          common stock under exercise of options                              14        1,181                              1,195

-----------------------------------------------------------------------------------------------------------------------------------

Balance, March 31, 2002                                          328         415       26,926       46,160     (116)      73,713
     Net income                                                                                      9,473                 9,473
     Tax benefit from stock options                                                       517                                517
     Issuance of 1,141,050 shares of Class A
          common stock for stock dividend                                    115       19,089      (19,181)     (23)
     Conversion of 100,700 shares of common
          Stock into Class A common stock                        (10)         10
     Purchase of treasury stock                                                                                  (4)          (4)
     Issuance of 9,000 shares of common stock
          under exercise of options                                                        43                                 43
     Issuance of 178,865 shares of Class A
          common stock under exercise of options                              18        1,708                              1,726
     Issuance of 150 shares of Class A common
          Stock for incentive compensation                                                  3                                  3
     Issuance of 23,000 shares of Class A common
          Stock under exercise of warrant                                      2          158                                160

-----------------------------------------------------------------------------------------------------------------------------------

Balance, March 30, 2003                                            318       560       48,444       36,452     (143)      85,631
     Net income                                                                                      9,239                 9,239
     Tax benefit from stock options                                                       162                                162
     Conversion of 79,500 shares of common
          Stock into Class A common stock                           (8)        8
     Issuance of 30,000 shares of common stock
          under exercise of options                                  3                    214                                217
     Issuance of 207,000 shares of Class A
          common stock under exercise of warrants                             21        1,420                              1,441
     Issuance of 85,943 shares of Class A
          common stock under exercise of options                               8          532                                540

-----------------------------------------------------------------------------------------------------------------------------------

Balance, March 28, 2004                                            $313     $597       $50,772      $45,691     $(143)   $97,230
-----------------------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements.

<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share information)                                   March 28,      March 30,      March 31,
Fiscal year ended                                                            2004           2003           2002
---------------------------------------------------------------------------------------------------------------------------------
Operating Activities:
     Net income                                                             $9,239             $9,473        $8,829
     Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation and amortization                                        8,657              7,375         5,898
        Minority interest                                                      643                477           100
        Deferred income taxes                                                2,409                791         1,010
        Issuance of Common stock for incentive compensation                                         3
        Loss on disposal of assets                                             154                120           207
        Write-down of impaired assets                                                                           438
        Change in operating assets and liabilities that provided
        (used) cash:
          Receivables                                                         (256)               364          (256)
          Inventories                                                         (819)            (1,085)            52
          Prepaid expenses                                                    (190)               351        (1,408)
          Other assets                                                         (59)              (431)         (228)
          Accounts payable and accrued expenses                                671                841            589
---------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                   20,449             18,279         15,231
---------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
     Business acquisition, net of cash acquired                                               (11,353)
     Expenditures for property and equipment                               (22,038)           (27,418)       (13,944)
     Other                                                                      (4)               (11)           (15)
---------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                      (22,042)           (38,782)       (13,959)
---------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
     Dividends paid on preferred stock                                                                            (5)
     Proceeds from issuance of long-term debt                               17,400             34,800         15,000
     Repayment of long-term debt and obligations under capital leases      (18,270)           (19,502)       (24,344)
     Proceeds from issuance of Class A Common stock                                                           10,617
     Proceeds from issuance of Common stock and Class A
         Common stock under exercise of options and warrants                 2,198              1,929          1,235
     Tax benefit from stock option and warrant exercise                        162                517            352
     Purchase of treasury stock                                                                    (4)
---------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                    1,490             17,740          2,855
---------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                          (103)            (2,763)         4,127
Cash and cash equivalents, beginning of year                                 2,299              5,062            935
---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                                      $2,196             $2,299         $5,062
---------------------------------------------------------------------------------------------------------------------------------
Supplemental Cash Flow Information
Cash paid during the fiscal year for:
     Interest                                                                 $484               $423         $1,030
     Income taxes                                                           $2,305             $3,055         $3,831
Business acquisitions, net of cash acquired:
     Fair value of assets acquired, other than cash                                            $2,346
     Liabilities assumed                                                                       (1,646)
     Purchase price in excess of the net assets acquired                                       10,653
---------------------------------------------------------------------------------------------------------------------------------
                                                                                              $11,353
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

During fiscal 2004, $652,000 of goodwill was recorded related to contingent
payments accrued for the RA Sushi acquisition.
During fiscal 2004, 79,500 shares of common stock were converted into 79,500
shares of Class A common stock.
During fiscal 2003, 100,700 shares of common stock were converted into 100,700
shares of Class A common stock.
During fiscal 2003, a stock dividend of 1,141,050 shares of Class A common stock
was paid.
During fiscal 2002, 316,937 shares of common stock were converted into 316,937
shares of Class A common stock.
During fiscal 2002, 700 shares of preferred stock were converted into 105,267
shares of Class A common stock.

See notes to consolidated financial statements.
<PAGE>


BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 28, 2004, MARCH 30, 2003 AND MARCH 31, 2002
-------------------------------------------------------------

1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Operations - Benihana Inc., including its majority owned subsidiaries
           (the "Company"), owned and operated 56 teppanyaki style and 13 sushi
           restaurants and franchised 22 others as of March 28, 2004. The
           Company has the rights to open, license and develop Benihana
           restaurants in the United States, Central and South America and the
           Caribbean islands.

           Basis of Presentation - The consolidated financial statements include
           the assets, liabilities and results of operations of the Company's
           majority-owned subsidiaries. The ownership of other interest holders
           including attributable income is reflected as minority interest. All
           intercompany accounts and transactions have been eliminated in
           consolidation. The Company operates within only one reportable
           operating segment.

           The Company has a 52/53-week fiscal year. All fiscal years presented
           consisted of 52 weeks. The Company's first fiscal quarter consists of
           16 weeks and the remaining three quarters are 12 weeks each, except
           in the event of a fifty-three week year with the final quarter
           composed of 13 weeks. Because of the differences in length of these
           accounting periods, results of operations between the first quarter
           and the later quarters of a fiscal year are not comparable.

           The preparation of financial statements in conformity with accounting
           principles generally accepted in the United States of America
           ("generally accepted accounting principles") requires that management
           make estimates and assumptions that affect the reported amounts of
           assets and liabilities at the date of the financial statements and
           the reported amounts of revenue and expenses during the reporting
           period. Actual amounts could differ from those estimates.

           Certain prior year amounts in the accompanying consolidated financial
           statements have been reclassified to conform with fiscal 2004
           classifications.

           Franchise and Royalties Revenue Recognition - The Company recognizes
           initial franchise fees as income when substantially all of its
           obligations are satisfied, which generally coincides with the opening
           of the franchised restaurants. The Company also receives continuing
           royalties based upon a percentage of each franchised restaurant's
           gross revenues. Royalties are recognized as income when earned.

           Cash and Cash Equivalents - The Company considers all highly liquid
           investment instruments purchased with an initial maturity of three
           months or less to be cash equivalents.

           Inventories - Inventories, which consist principally of restaurant
           operating supplies and food and beverage, are stated at the lower of
           cost (first-in, first-out method) or market.

           Depreciation and Amortization - Depreciation and amortization are
           computed by the straight-line method over the estimated useful life
           (buildings - 30 years; restaurant furniture, fixtures and equipment -
           8 years; office equipment - 8 years; personal computers, software and
           related equipment - 3 years; and leaseholds - lesser of the lease
           terms, including renewal options, or useful life).

           The Company capitalizes all direct costs incurred to construct
           restaurants. Upon opening, these costs are depreciated and charged to
           expense based upon their useful life classification. The amount of
           interest capitalized in connection with restaurant construction was
           approximately $92,000 in fiscal 2004, $0 in fiscal year 2003 and
           $12,000 in fiscal year 2002.

           Accounting for Long-Lived Assets - The Company periodically evaluates
           its net investment in restaurant properties for impairment for events
           or changes in circumstances that indicate the carrying amounts of an
           asset may not be recoverable. During fiscal 2002, the Company
           recorded an impairment charge of $438,000 for the write-down to fair
           value of property and equipment at a Doraku restaurant. No
           impairments occurred in fiscal years 2004 and 2003.

           Accounting for Goodwill - The Company periodically reviews goodwill
           for impairment and writes-down the carrying amount of goodwill to
           results of operations when the recorded value of goodwill is
           determined to be more than its fair value. The Company reviewed
           goodwill for possible impairment during fiscal 2004, 2003 and 2002
           and determined that there was no impairment.

<PAGE>


           Accounting for the Costs of Computer Software Developed or Obtained
           for Internal Use - The Company capitalizes and records in other
           assets the cost of computer software obtained for internal use and
           amortizes such costs over a three-year period.

           Income Taxes - The Company uses the asset and liability method which
           recognizes the amount of current and deferred taxes payable or
           refundable at the date of the financial statements as a result of all
           events that have been recognized in the consolidated financial
           statements as measured by the provisions of enacted law.

           Derivative Instruments - The Company does not currently utilize
           interest rate swap agreements to hedge exposure to fluctuations in
           variable interest rates. The Company had entered into an interest
           swap agreement which expired on May 1, 2002.

           Stock-Based Compensation - The Company accounts for stock-based
           compensation under the intrinsic value method of accounting for
           stock-based compensation. Therefore, the Company generally recognizes
           no compensation expense with respect to such awards because options
           are generally granted at the fair market value of the underlying
           shares on the date of the grant. The Company has disclosed pro forma
           net income and earnings per share amounts using the fair value
           method.

           Had the Company accounted for its stock-based awards under the fair
           value method, the table below shows the pro forma effect on net
           income and earnings per share for the three most recent fiscal years.
<TABLE>
<CAPTION>
<S>      <C>                                       <C>                   <C>                <C>
                                                   March 28,             March 30,           March 31,
                                                     2004                  2003                2002
                                                ----------------      ----------------      --------------

         Net Income
               As reported                          $9,239                $9,473              $8,829
         Add:  Stock based compensation cost
               included in net income                                                                    3
         Less:  Total stock based employee
               compensation expense
               determined under fair value
               based method for all awards             564                   754                 606
                                                ----------------      ----------------      --------------
               Pro forma                            $8,675                $8,722              $8,223
                                                ================      ================      ==============
         Basic earnings per share
               As reported                           $1.04                 $1.08               $1.16
                                                ================      ================      ==============
               Pro forma                             $ .98                 $1.00               $1.08
                                                ================      ================      ==============
         Diluted earnings per share
               As reported                           $1.01                 $1.01               $1.11
                                                ================      ================      ==============
               Pro forma                              $.95                  $.93               $1.03
                                                ================      ================      ==============

           The following weighted average assumptions were used in the
           Black-Scholes option-pricing model used in developing the above pro
           forma information: a risk-free interest rate of 1.9% for fiscal year
           2004, 1.8% for fiscal year 2003 and 3.8% for fiscal year 2002,
           respectively, an expected life of three years, no expected dividend
           yield and a volatility factor of 50% for fiscal years 2004, 2003 and
           2002.

           Segment Reporting - Reportable operating segments are components of
           an enterprise about which separate financial information is available
           that is evaluated by the chief operating decision maker in deciding
           how to allocate resources and in evaluating performance. The Company
           believes its restaurants meet the criteria supporting aggregation of
           all restaurants into one operating segment.

           Earnings Per Share - Basic earnings per common share is computed by
           dividing net income available to common shareholders by the weighted
           average number of common shares outstanding during each period. The
           diluted earnings per common share computation includes dilutive
           common share equivalents issued under the Company's various stock
           option plans and the dilutive convertible preferred stock outstanding
           only in fiscal 2002.

<PAGE>


           The computation of basic earnings per common share and diluted
earnings per common share for each fiscal year is shown below (in thousands):

                                                         March 28,             March 30,           March 31,
                                                           2004                  2003                2002
                                                      ----------------      ----------------      --------------

         Net income                                        $9,239                $9,473              $8,829
         Less preferred dividends                                                                        (5)
                                                      ----------------      ----------------      --------------
         Income for computation of basic
              earnings per common share                     9,239                 9,473               8,824
         Convertible preferred dividends (See Note 13)                                                    5
                                                      ----------------      ----------------      --------------
         Income for computation of diluted
              earnings per common share                    $9,239                $9,473              $8,829
                                                      ================      ================      ==============

         Weighted average number of common
              shares in basic earnings per share            8,887                 8,739               7,596
         Effect of dilutive securities:
              stock options and warrants                      268                   670                 336
              Convertible preferred shares                                                               14
                                                       ----------------      ----------------      --------------
         Weighted average number of common
              shares and dilutive potential common
              shares used in diluted earnings per share     9,155                 9,409               7,946
                                                       ================      ================      ==============

           During fiscal years 2004, 2003 and 2002, stock options and warrants
           to purchase 1,502,000, 1,020,000 and 1,424,000 shares, respectively,
           of common stock were excluded from the calculation of diluted
           earnings per share since the effect would be considered antidilutive.

           New accounting pronouncements that may affect our financial reporting
           - In December 2003, the Financial Accounting Standards Board ("FASB")
           revised and re-issued FASB Interpretation ("FIN") No. 46,
           "Consolidation of Variable Interest Entities, an interpretation of
           ARB No. 51", which was originally issued in January 2003. FIN No. 46
           provides guidance on identifying variable interest entities ("VIE")
           and assessing whether or not a VIE should be consolidated. Variable
           interests are contractual, ownership or other monetary interests in
           an entity that change with changes in the fair value of the entity's
           net assets exclusive of variable interests. An entity is considered
           to be a VIE when its capital is insufficient to permit it to finance
           its activities without additional subordinated financial support or
           its equity investors, as a group, lack the characteristics of having
           a controlling financial interest. FIN No. 46 requires the
           consolidation of entities which are determined to be VIE's when the
           reporting company determines that it will absorb a majority of the
           VIE's expected losses, receive a majority of the VIE's residual
           returns, or both. The company that is required to consolidate the VIE
           is called the primary beneficiary. As revised, the provisions of FIN
           No. 46 are to be applied to entities no later than the end of the
           first reporting period that ends after March 15, 2004. The Company
           does not have any relationships with or interests in entities
           considered to be special-purpose entities. The adoption of FIN No. 46
           did not have an impact on our consolidated financial statements.

           In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
           133 on Derivative Instruments and Hedging Activities". SFAS No. 149
           amends and clarifies financial accounting and reporting for
           derivative instruments, including certain derivative instruments
           embedded into other contracts, and for hedging activities under SFAS
           No. 133. SFAS No. 149 is generally effective for contracts entered
           into or modified after June 30, 2003 and for hedging relationships
           designated after June 30, 2003. The adoption of SFAS No. 149 did not
           have an impact on our consolidated financial statements.

           In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
           Financial Instruments with Characteristics of both Liabilities and
           Equity", which establishes standards for how an issuer classifies and
           measures certain financial instruments with characteristics of both
           liabilities and equity. It requires than an issuer classify a
           financial instrument that is within its scope as a liability (or an
           asset in some circumstances). SFAS No. 150 is effective for financial
           instruments entered into or modified after May 31, 2003, and
           otherwise is effective at the beginning of the first interim period
           beginning after June 15, 2003. The adoption of SFAS No. 150 did not
           have an impact on our consolidated financial statements.

<PAGE>



2.         ACQUISITION

           The Company's financial statements and the discussion below reflect
           the acquisition by the Company of RA Sushi, a privately owned Arizona
           chain which operated four restaurants, on December 3, 2002. The
           Company acquired the RA Sushi chain because it believed that the
           concept is a new and attractive one that would complement its other
           Asian-themed restaurants and provide further penetration in the
           market where diners seek attractively priced sushi and other entrees.
           The purchase price, which was determined based upon arm's length
           negotiations based principally upon a multiple of RA Sushi's earnings
           before interest, taxes, depreciation and amortization, paid in cash
           at closing was approximately $11.4 million, along with the assumption
           of approximately $1.2 million of debt and other costs of
           approximately $0.5 million. The purchase agreement also included a
           contingent purchase price provision, which requires the Company to
           pay the seller contingent payments based on certain operating results
           of the acquired business for fiscal years ending 2004, 2005 and 2006.
           The acquisition has been accounted for using the purchase method of
           accounting and the operating results of RA Sushi have been included
           in the Company's consolidated statements of earnings since the date
           of acquisition. The Company determined that the fair value of the RA
           Sushi business and its cash flows were in excess of the fair value of
           the net assets acquired; accordingly, goodwill resulted from the
           acquisition. The excess of the purchase price over the acquired
           tangible and intangible net assets of approximately $10.7 million was
           allocated to goodwill. The Company anticipates that all goodwill
           recorded in connection with the RA Sushi acquisition will be
           deductible for tax purposes.

           In fiscal 2004, the Company recorded $652,000 as additional goodwill
           for the contingent payment due for fiscal 2004. The contingent
           payments that will be incurred for results of the fiscal years ending
           2005 and 2006 are not estimatable.

3.         FAIR VALUE OF FINANCIAL INSTRUMENTS

           The carrying amounts of cash, accounts receivable and payable, and
           accrued liabilities approximate fair value because of the short-term
           nature of the items. The carrying amounts of the Company's debt and
           other payables approximate fair value either due to their short-term
           nature or the variable rates associated with these debt instruments.

4.         INVENTORIES

                Inventories consist of (in thousands):

                                          March 28,                  March 30,
                                            2004                       2003
                                      ------------------         ---------------

                Food and beverage          $2,090                     $1,612
                Supplies                    4,057                      3,716
                                      ------------------         ---------------

                                           $6,147                     $5,328
                                      ==================         ===============


<PAGE>



5.         PROPERTY AND EQUIPMENT

                Property and equipment consist of (in thousands):

                                                                                        March 28,                    March 30,
                                                                                          2004                         2003
                                                                                  -------------------           ----------------


                Land                                                                         $12,324                   $ 11,159
                Buildings                                                                     27,142                     21,717
                Leasehold improvements                                                        79,417                     66,102
                Restaurant furniture, fixtures, and equipment                                 27,526                     25,161
                Restaurant facilities and equipment under
                     Capital leases                                                            7,040                      7,040
                                                                                  -------------------           ----------------
                                                                                             153,449                    131,179
                Less accumulated depreciation and amortization (including
                     accumulated amortization of restaurant facilities and
                     equipment under Capital leases of $6,933 and $6,792 in 2004
                     and 2003, respectively)                                                  59,653                     53,027
                                                                                                                ----------------
                                                                                  -------------------
                                                                                                                         78,152
                                                                                              93,796
                Construction in progress                                                       4,423                      6,330
                                                                                  -------------------           ----------------

                                                                                             $98,219                   $ 84,482
                                                                                  ===================           ================

6.         OTHER ASSETS

                Other assets consist of (in thousands):
                                                                                       March 28,                    March 30,
                                                                                         2004                         2003
                                                                                  ------------------            ---------------

                Lease acquisition costs, net                                                 $1,897                     $2,137
                Security deposits                                                               815                      1,031
                Premium on liquor licenses                                                    1,025                        981
                Computer software costs, net                                                    359                        243
                Deferred financing charges, net                                                 219                        365
                Cash surrender value of
                     life insurance policy                                                      395                        391
                Long-term receivables                                                            47                         59
                                                                                  ------------------            ---------------

                                                                                             $4,757                     $5,207
                                                                                  ==================            ===============


<PAGE>



7.         ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                Accounts payable and accrued expenses consist of (in thousands):

                                                                    March 28,                   March 30,
                                                                      2004                        2003
                                                              -------------------          -----------------

                Accounts payable                                          $5,298                     $6,129
                Accrued payroll, incentive
                     compensation and related taxes                        3,864                      3,867
                Accrued health insurance costs                               808                        840
                Sales taxes payable                                        1,138                      1,178
                Unredeemed gift certificates                               1,383                      1,161
                Accrued percentage rent                                    1,015                      1,078
                Accrued property taxes                                       581                        623
                Straight-line rent accrual                                 1,967                      1,531
                Other accrued operating expenses                           4,676                      3,000
                                                              -------------------          -----------------

                                                                         $20,730                    $19,407
                                                              ===================          =================

8.         RESTAURANT OPERATING EXPENSES

                Restaurant operating expenses consist of (in thousands):
                                                                      March 28,          March 30,        March 31
                  Fiscal year ended                                     2004               2003             2002
           ---------------------------------------------------------------------------------------------------------
                  Labor and related costs                               $71,812           $70,262           $62,677
                  Restaurant supplies                                     3,945             3,630             3,368
                  Credit card discounts                                   3,465             3,240             2,884
                  Utilities                                               4,854             4,262             3,890
                  Occupancy costs                                        11,742            10,342             9,822
                  Depreciation and amortization                           8,313             7,077             5,582
                  Other restaurant operating expenses                    13,884            12,912            11,484
                                                              ------------------------------------------------------

                  Total restaurant operating expenses                  $118,015          $111,725           $99,707
                                                              ======================================================

9.         LEASE OBLIGATIONS

                The Company generally operates its restaurants in leased
                premises. The typical restaurant premises lease is for a term of
                between 15 to 25 years with renewal options ranging from 5 to 25
                years. The leases generally provide for the obligation to pay
                property taxes, utilities, and various other use and occupancy
                costs. Rentals under certain leases are based on a percentage of
                sales in excess of a certain minimum level. Certain leases
                provide for increases based upon the changes in the consumer
                price index. The Company is also obligated under various leases
                for restaurant equipment and for office space and equipment.

                Minimum payments under lease commitments are summarized below
                for capital and operating leases. The imputed interest rates
                used in the calculations for capital leases vary from 9.75% to
                12% and are equivalent to the rates which would have been
                incurred at the time to borrow, over a similar term, the amounts
                necessary to purchase the leased assets.


<PAGE>



                The amounts of operating and capital lease obligations are as
follows (in thousands):

                                                                             Operating           Capital
                                                                               Leases            Leases
                                                                         ---------------    ---------------
                Fiscal year ending:
                2005                                                             $8,674               $289
                2006                                                              9,008                 26
                2007                                                              8,728
                2008                                                              8,675
                2009                                                              8,756
                Thereafter                                                       73,008
                                                                         ---------------    ---------------
                Total minimum lease payments                                   $116,849               $315
                                                                         ===============
                Less amount representing interest                                                       16
                                                                                            ---------------
                Total obligations under capital leases                                                 299
                Less current maturities                                                                273
                                                                                            ---------------
                Long-term obligations under capitalized
                    leases at March 28, 2004                                                           $26
                                                                                            ===============


                Rental expense consists of (in thousands):

                                                                             March 28,          March 30,        March 31,
                                                                               2004               2003             2002
                                                                         ----------------------------------------------------

                Minimum rental commitments                                       $9,711             $8,191            $7,804
                Rental based on percentage of sales                               2,324              2,404             2,273
                                                                         ----------------------------------------------------
                                                                                $12,035            $10,595           $10,077
                                                                         ====================================================

10.        LONG-TERM DEBT

                Long-term debt consists of (in thousands):
                                                                                     March 28,                 March 30,
                                                                                       2004                      2003
                                                                               ------------------       -------------------
                Term loan - bank                                                         $13,000                   $16,000
                Revolving line of credit - bank                                            8,500                     6,000
                                                                               ------------------       -------------------
                                                                                          21,500                    22,000
                Less current portion                                                      21,500                     3,000
                                                                               ------------------
                                                                                                        -------------------
                                                                                           $   -                   $19,000
                                                                               ==================       ===================

                The Company has borrowings from Wachovia Bank, National
                Association ("Wachovia") under a term loan and a revolving line
                of credit facility. The line of credit facility allows the
                Company to borrow up to $15,000,000 through December 31, 2007.
                At March 28, 2004, the Company had $6,500,000 available for
                borrowing under the revolving line of credit. The term loan had
                $13,000,000 outstanding at March 28, 2004 and is payable in
                quarterly installments of $750,000 through December 2004 and
                $833,333 thereafter until the term loan matures in December
                2007. The interest rate at March 28, 2004 of both the line of
                credit and the term loan was approximately 2.10%. The Company
                has the option to pay interest at Wachovia's prime rate plus 1%
                or libor plus 1%. The interest rate may vary depending upon the
                ratio that the sum of earnings before interest, taxes,
                depreciation and amortization has to the Company's total
                indebtedness. The loan agreements limit the Company's capital
                expenditures to certain amounts, require that the Company
                maintain certain financial ratios and profitability amounts and
                prohibit the payment of cash dividends on common stock.

                For the quarter ended March 28, 2004, the Company was not in
                compliance with a Consolidated EBITDA covenant of the Company's
                credit agreement with Wachovia. The Company received a waiver
                from Wachovia to cure its noncompliance on May 25, 2004.


<PAGE>



                Subsequent to the issuance of the Company's fiscal year 2004
                consolidated financial statements contained in the Company's
                Annual Report on Form 10-K for the year ended March 28, 2004,
                the Company determined that $18.5 million of bank debt
                previously classified in long-term liabilities should have been
                classified in current liabilities because the waiver of the
                Consolidated EBITDA covenant contained in the credit agreement
                was extended only as of fiscal year-end rather than through the
                end of the year ending March 27, 2005. Accordingly, the
                Company's consolidated balance sheet at March 28, 2004 has been
                restated from the amounts previously reported to reflect the
                appropriate classification of the bank debt at March 28, 2004.
                The Company received a waiver for the Consolidated EBITDA
                covenant as of the end of its fiscal quarters ended July 18,
                2004 and October 10, 2004 and on November 19, 2004, the Company
                and Wachovia amended this credit agreement such that the Company
                believes that it will be in compliance with the covenant through
                October 30, 2005.

                Scheduled principal maturities of long-term debt obligations at
March 28, 2004 are as follows:

                Fiscal year ending
                2005                               $3,000
                2006                                3,333
                2007                                4,167
                2008                               11,000
                                             ------------------
                Total                             $21,500
                                             ==================

11.      INCOME TAXES

           Deferred tax assets and liabilities reflect the tax effect of
           temporary differences between amounts of assets and liabilities for
           financial reporting purposes and the amounts of such assets and
           liabilities as measured by income tax law. A valuation allowance is
           recognized to reduce deferred tax assets to the amounts that are more
           likely than not to be realized.

           The net deferred tax asset (liability) consists of (in thousands):

                                                        March 28, 2004                                March 30, 2003
                                               Assets      Liabilities       Total         Assets        Liabilities     Total
           ----------------------------------------------------------------------------------------------------------------------
           Amortization of gain                 $847                          847            887                          887
           Tax loss carryforwards                301                          301            733                          733
           Capital leases                        123             46            77            309            129           180
           Income tax credits                  1,383                        1,383            790                          790
           Gift certificates                     554                          554            464                          464
           Deferred compensation                 296                          296            241                          241
           Accelerated depreciation
                for tax purposes                              3,307        (3,307)                        1,151        (1,151)
           Smallware inventory                                  764          (764)                          705          (705)
           Non-compete and
                severance agreement                             399          (399)                          361          (361)
           Goodwill                                             379          (379)                           94           (94)
           Other                                 166             12           154            195              7            188

                                          ---------------------------------------------------------------------------------------
           Total asset (liability)            $3,670         $4,907       ($1,237)         $3,619        $2,447         $1,172
                                          =======================================================================================

           As of March 28, 2004, the Company had available net operating loss
           carryforwards as a result of a 1997 acquisition amounting to $752,000
           for ordinary income tax purposes and is available to reduce future
           taxable income. The net operating loss carryforwards are subject to
           the change of control provisions of the Internal Revenue Code which
           limit the usage of the net operating loss carryforwards to
           approximately $1,100,000 per year.


<PAGE>



           The income tax provision consists of (in thousands):
                                                                        March 28,       March 30,        March 31,
           Fiscal year ended                                              2004            2003             2002
           -----------------------------------------------------------------------------------------------------------
           Current:
               Federal                                                    $1,876         $2,826            $2,069
               State                                                         680          1,245            1,009
           Deferred:
               Federal and State                                           2,409              791           1,010
                                                                  ----------------------------------------------------

           Income tax provision                                           $4,965         $4,862            $4,088
                                                                  ====================================================



<PAGE>



           The income tax provision differed from the amount computed at the
statutory rate as follows (in thousands):

                                                                        March 28,       March 30,        March 31,
           Fiscal year ended                                              2004            2003             2002
           -------------------------------------------------------------------------------------------------------------
           Federal income tax provision at statutory rate of 34%          $5,057         $4,917            $4,421
           State income taxes, net of federal benefit                        899            822               663
           Tax credits, net                                               (1,026)        (1,000)             (893)
           Other                                                              35            123              (103)
                                                                    ----------------------------------------------------

           Income tax provision                                           $4,965         $4,862            $4,088
                                                                    ====================================================

           Effective income tax rate                                       35.0%          33.9%             31.6%
                                                                    ====================================================


12.        COMMITMENTS AND CONTINGENCIES

           Acquisitions - In December 1999, the Company completed the
           acquisition of 80% of the equity of Haru Holding Corp. ("Haru"). The
           acquisition was accounted for using the purchase method of
           accounting. Pursuant to the purchase agreement, at any time during
           the period of July 1, 2005 through September 30, 2005, the holders of
           the balance of Haru's equity (the "Minority Stockholders") shall have
           a one-time option to sell their shares to the Company. Provided that
           the Minority Stockholders do not exercise their right to sell their
           shares, then the Company has a one-time option to purchase the shares
           of the Minority Stockholders between the period of October 1, 2005
           and December 31, 2005. The price for both the put and call options
           will be determined based on a defined cash flow measure for the
           acquired business. The fair value of the put and call options was
           insignificant as of March 28, 2004.

           In December 2002, the Company completed the acquisition of RA Sushi
           restaurants. The acquisition was accounted for using the purchase
           method of accounting. Pursuant to the purchase agreement, the Company
           is required to pay the seller contingent payments based on certain
           operating results of the acquired business for fiscal years ending
           2004, 2005 and 2006. The contingent payments are based upon the
           achievement of stipulated levels of operating earnings and revenues
           by the acquired restaurants over a three-year period commencing with
           the end of fiscal 2004 and are not contingent on the continued
           employment of the sellers of the restaurants. The minimum contingent
           payment levels were met in fiscal 2004 and a liability has been
           recorded for $652,000, which amount is accounted for as an addition
           to the purchase price. Contingent payments that will be incurred for
           results for the fiscal years ending 2005 and 2006 are not
           estimatable.

           Litigation - The Company is not a party to any material litigation
           matters other than routine claims which are incidental to its
           business.

13.        STOCKHOLDERS' EQUITY

           Preferred Stock - The Company had a series A preferred stock which
           was outstanding in fiscal 2002. The preferred stock had a liquidation
           preference of $1,000 per share, carried a cumulative dividend of 6%
           and entitled the holder a right to convert into shares of the
           Company's Class A Common Stock. In fiscal 2002, the holder converted
           all of the preferred stock to 105,267 shares of Class A Common Stock.

<PAGE>


           Common and Class A Common Stock - The Company's Common Stock is
           convertible into Class A Common Stock on a one-for-one basis. The
           Class A Common Stock is identical to the Common Stock except that it
           gives the holder one-tenth (1/10) vote per share, voting together
           with the Company's Common Stock as a single class on all matters
           except the election of directors. For election of directors, the
           Class A Common Stockholders vote as a class to elect 25% of the
           members of the Board of Directors.

           Stock Dividend - On June 7, 2002, the Board of Directors declared a
           15% stock dividend in Class A stock on both the Class A shares and
           Common shares. The stock dividend was paid on August 12, 2002 to
           holders of record July 15, 2002.

           Stock Options - The Company has various stock option plans: a 1996
           Class A Stock Option Plan (1996 Plan), a 1997 Class A Stock Option
           Plan (1997 Plan), a 2000 Class A Stock Option Plan (2000 Plan), a
           Directors' Stock Option Plan (Directors' Plan), Directors' Class A
           Stock Option Plan (Directors' Class A Plan) and a 2003 Directors'
           Stock Option Plan (2003 Directors' Plan), under all of which a
           maximum of 3,085,000 shares of the Company's Common Stock and Class A
           Common Stock were authorized for grant and for all of which options
           for 1,101,493 shares remain available for grant.

           Options granted under the 1996, 1997 and 2000 Plans have a term of
           ten years from date of issuance, and are exercisable ratably over a
           three-year period commencing with the date of the grant. Options
           granted under these plans require that the exercise price be at
           market value on the date of the grant, or for optionees that own more
           than 10% of the combined voting rights of the Company, at 110% of
           market value for incentive stock options.

           There are 17,500 shares of Common stock available for grant under the
           Directors Plan. There are no shares available for grant under the
           Directors Class A Plan. Under the 2003 Directors' Plan, options to
           purchase 10,000 shares of Class A Common Stock are automatically
           granted to each of the Company's non-employee directors on the date
           of the Company's annual meeting. Options granted under the 2003
           Directors' Plan are exercisable ratably as to one-third of the shares
           on the date which is six months after the date of grant, one-third of
           the shares on the first anniversary of the grant of such option and
           as to the balance of such shares on the second anniversary of grant
           of such option.

           The following table summarizes information about fixed-price stock
options outstanding at March 28, 2004:

                                                     Options Outstanding                              Options Exercisable
                                        --------------------------------------------------        ------------------------------
                                                             Weighted-
                                                              Average         Weighted                               Weighted
           Ranges of                                         Remaining         Average                                Average
           Exercise                                         Contractual       Exercise                                Exercise
           Prices                            Number            Life            Price                  Number          Price
           ---------------------------------------------------------------------------------------------------------------------
            $6.14     -      $7.44           344,021        5.8                 $7.07                  344,021         $7.07
             7.83     -       8.31            73,564        2.9                  7.96                   73,564          7.96
             9.89     -      10.65           456,071        4.0                 10.35                  456,071         10.35
            11.03     -      16.78           853,797        7.2                 13.34                  687,880         13.13
                                        -----------------                                         ----------------
                                           1,727,453                                                 1,561,536
                                        =================                                         ================


           Transactions under the above plans for the years ended are as
follows:

                                                                      March 28,         March 30,         March 31,
                                                                        2004              2003              2002
           ---------------------------------------------------------------------------------------------------------
           Balance, beginning of year                                 1,762,709         1,435,046         1,426,938
           Issued from stock dividend                                                     216,028
           Granted                                                       85,000           300,000           220,000
           Canceled                                                                                        (28,813)
           Expired                                                      (4,313)             (500)          (29,673)
           Exercised                                                  (115,943)         (187,865)         (153,406)
                                                              ------------------------------------------------------

           Balance, end of year                                       1,727,453         1,762,709         1,435,046
                                                              ======================================================

           Weighted average fair value of options
               granted during year                                        $4.15             $5.47             $2.48

<PAGE>


           Stock Rights - The Company has a Shareholder Rights Plan under which
           a Preferred Share Purchase Right (Right) is represented by
           outstanding shares of the Company's Common and Class A Common Stock.
           The Rights operate to create substantial dilution to a potential
           acquirer who seeks to make an acquisition, the terms of which the
           Company's Board of Directors believes is inadequate or structured in
           a coercive manner.

           The Rights become exercisable on the tenth day (or such later date as
           the Board of Directors may determine) after public announcement that
           a person or a group (subject to certain exceptions) has acquired 20%
           or more of the outstanding Common Stock or an announcement of a
           tender offer that would result in beneficial ownership by a person or
           a group of 20% or more of the Common Stock.

14.        INCENTIVE AND DEFERRED COMPENSATION PLANS

           The Company has an incentive compensation plan whereby bonus awards
           are made if the Company attains a certain targeted return on its
           opening equity or at the discretion of the Compensation Committee.
           The purpose of the plan is to improve the long-term sustainable
           results of operations of the Company by more fully aligning the
           interests of management and key employees with the shareholders of
           the Company. One-third of the amounts awarded are immediately made
           available to the employee and the remaining two-thirds become
           available ratably over the succeeding two years. Amounts allocated
           under the Plan may be taken in cash or deferred in a non-qualified
           deferred compensation plan. The target rate, which was 15.0% for
           2004, 15.0% for 2003 and 15.5% for 2002, is approved annually based
           upon a review of the rates of return on equity of other publicly
           traded restaurant businesses by the Compensation Committee of the
           Board of Directors. The amount of the awards is capped at 50% of the
           eligible salary of the employee. The Company recorded $125,000,
           $350,000 and $300,000 of incentive compensation expense for fiscal
           years 2004, 2003 and 2002, respectively.

           The Company has an executive retirement plan whereby certain key
           employees may elect to defer up to 20% of their salary and 100% of
           their bonus until retirement or age 55, whichever is later, or due to
           disability or death. Employees may select from various investment
           options for their available account balances. Investment earnings are
           credited to their accounts.

15.        QUARTERLY FINANCIAL DATA (UNAUDITED)

           Fiscal quarter ended (in thousands except for per share information)
                                                March 28, 2004                                       March 30, 2003
           ------------------------------------------------------------------------------------------------------------------------
                                   Fourth       Third        Second       First          Fourth      Third        Second      First

           Revenues               $50,654      $46,972      $44,235      $61,102       $46,305      $43,822      $41,958    $57,159
           Gross profit            37,723       34,511       32,693       44,971        34,693       32,952       31,353     42,733
           Net income               2,915        1,910        1,462        2,952         3,063        2,168        1,452      2,790
           Basic earnings
               per share          $   .32      $   .21      $   .17      $   .34       $   .35      $   .25      $   .17    $   .32
           Diluted earnings
               per share          $   .31      $   .21      $   .16      $   .33       $   .33      $   .24      $   .16    $   .30
</TABLE>

16.        SUBSEQUENT EVENTS

           The Company has entered into an agreement to sell $20,000,000
           aggregate principal amount of Convertible Preferred Stock
           ("Convertible Preferred Stock") to BFC Financial Corporation ("BFC")
           in a private placement. BFC is a diversified holding company with
           operations in banking, real estate and other industries. A director
           of the Company is also Vice Chairman, a director and a significant
           shareholder of BFC.

           The Convertible Preferred Stock will be convertible into common
           shares of the Company at a conversion price of $19.00 per share, will
           carry a cash dividend of 5.0% and will vote on an "as if converted"
           basis together with the Company's Common stock on all matters put to
           a vote of the holders of Common Shares. In addition, under certain
           circumstances, the approval of the holders of a majority of the
           Convertible Preferred Stock will be required for certain events
           outside the ordinary course of business.

           The closing of the transaction, which is subject to the execution of
           definitive documentation and customary closing conditions, is
           expected to occur in the first quarter of fiscal 2005. The Company
           expects to receive $10,000,000 of this financing at the closing, with
           the balance to be provided from time to time during the two-year
           period commencing on the first anniversary of the closing.

           The holders of the Convertible Preferred Stock will be entitled to
           nominate one director at all times and one additional director in the
           event that dividends are not paid for two consecutive quarters.
<PAGE>



           The Convertible Preferred Stock will be subject to redemption at its
           original issue price ten years from the date of closing and, at the
           Company's option, may be redeemed for cash or common shares valued at
           then-current market prices. In addition, the Convertible Preferred
           Stock may be redeemed at any time beginning three years from the date
           of issue if the price of the common shares is at least $38.00 for
           sixty consecutive trading days.

           The Company has been advised that on or about June 10, 2004, three of
           the four trustees of the trust which owns Benihana of Tokyo, Inc.
           ("BOT"), a privately held company which owns 50.9% of the Company's
           outstanding Common Stock, intend to cause BOT to adopt resolutions
           declaring that this equity financing transaction is not in the best
           interest of BOT and authorizing BOT to commence a lawsuit against the
           Company and certain members of its Board of Directors with respect to
           the financing. The Company believes that the financing complies with
           all applicable legal and regulatory requirements and believes there
           is no basis for a threatened suit. However there can be no assurance
           that such claim might not frustrate or delay the consummation of such
           financing or result in a claim for damages.

           Item 9.A.  Controls and Procedures
                      -----------------------

           We carried out an evaluation, under the supervision and with the
           participation of our management, including our principal executive
           officer and principal financial officer, of the effectiveness of our
           disclosure controls and procedures as of the end of the period
           covered by this Annual Report. Based upon that evaluation,
           notwithstanding the restatement for the reclassification of the
           Company's bank debt from long-term debt to current liabilities, our
           President and Chief Financial Officer concluded that our disclosure
           controls and procedures were effective as of the end of the period
           covered by this Annual Report in timely alerting them as to material
           information relating to our company (including our consolidated
           subsidiaries) required to be included in this Annual Report.

           There has been no change in our internal control over financial
           reporting during the quarter ended March 28, 2004, identified in
           connection with the evaluation referred to above, that has materially
           affected, or is reasonably likely to materially affect, our internal
           control over financial reporting.



<PAGE>





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the Board of Directors and Stockholders of Benihana Inc.:

We have audited the accompanying consolidated balance sheets of Benihana Inc.
and subsidiaries ("Benihana") as of March 28, 2004 and March 30, 2003, and the
related consolidated statements of earnings, stockholders' equity and cash flows
for each of the three years in the period ended March 28, 2004. These
consolidated financial statements are the responsibility of Benihana's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Benihana as of March 28, 2004 and
March 30, 2003, and the results of its operations and its cash flows for each of
the three years in the period ended March 28, 2004 in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 10, the consolidated balance sheet at March 28, 2004 has
been restated to reflect the Company's long-term debt balance as a current
liability.






Deloitte & Touche LLP
Certified Public Accountants

Miami, Florida
June 11, 2004, November 24, 2004 as to the effects of the restatement described
in Note 10




<PAGE>






CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No.'s
333-33880, 333-63783 and 333-13973 of Benihana Inc. on Forms S-8 of our report
dated June 11, 2004, November 24, 2004 as to the effects of the restatement
described in Note 10, appearing in this Annual Report on Form 10-K/A of Benihana
Inc. for the year ended March 28, 2004.


Deloitte & Touche LLP

Miami, Florida
December 14, 2004



<PAGE>






CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No.'s
333-83585 and 333-13977 of Benihana Inc. on Forms S-3 of our report dated June
11, 2004, November 24, 2004 as to the effects of the restatement described in
Note 10, appearing in this Annual Report on Form 10-K/A of Benihana Inc. for the
year ended March 28, 2004 and to the reference to us under the heading "Experts"
in such Registration Statements.


Deloitte & Touche LLP

Miami, Florida
December 14, 2004



<PAGE>



                                                                   Exhibit 31.1
                                  CERTIFICATION


     I, Joel A. Schwartz, certify that:

1. I have reviewed this Annual Report on Form 10-K of Benihana Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

                 (a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

                   (b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

                 (c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

    5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

                 (a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

                 (b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.


/s/ Joel A. Schwartz
----------------------------
Joel A. Schwartz
President and
Chief Executive Officer

December 14, 2004


<PAGE>



                                                                   Exhibit 31.2

                                  CERTIFICATION


     I, Michael R. Burris, certify that:

1. I have reviewed this Annual Report on Form 10-K of Benihana Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

                 (a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

                   (b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

                 (c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

    5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

                 (a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

                 (b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.


/s/ Michael R. Burris
-------------------------------
Michael R. Burris
Chief Financial Officer

December 14, 2004


<PAGE>



                                                                   Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of Benihana Inc. (the "Company") on
Form 10-K for the period ended March 28, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Joel A. Schwartz,
President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

     1.     The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Joel A. Schwartz
-------------------------------
Joel A. Schwartz
President and
Chief Executive Officer

December 14, 2004


<PAGE>



                                                                   Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of Benihana Inc. (the "Company") on
Form 10-K for the period ended March 28, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Michael R. Burris,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     1.     The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


/s/ Michael R. Burris
--------------------------------
Michael R. Burris
Chief Financial Officer

December 14, 2004



<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:    December 14, 2004                BENIHANA INC.

By:  /s/ Joel A. Schwartz
   -----------------------------------
      Joel A. Schwartz, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on the date indicated above by the following persons on behalf
of the registrant and in the capacities indicated.
<TABLE>
<CAPTION>
<S>                                                 <C>                                           <C>
Signature                                           Title                                         Date
---------                                           -----                                         -----

   /s/ Joel A. Schwartz                             President and                                 December 14, 2004
----------------------------------
    Joel A. Schwartz                                Director (Principal
                                                    Executive Officer)

   /s/ Taka Yoshimoto                               Executive Vice President -                    December 14, 2004
---------------------------------
    Taka Yoshimoto                                  Restaurant Operations
                                                       and Director

   /s/ Michael R. Burris                            Senior Vice President of                      December 14, 2004
---------------------------------
    Michael R. Burris                               Finance and Treasurer -
                                                    Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)

   /s/ Kevin Y. Aoki                                Vice President -                              December 14, 2004
----------------------------------
    Kevin Y. Aoki                                   Marketing and Director

   /s/ Juan C. Garcia                               Vice President - Controller                   December 14, 2004
----------------------------------
    Juan C. Garcia

   /s/ Darwin C. Dornbush                           Secretary and Director                        December 14, 2004
----------------------------------
    Darwin C. Dornbush

   /s/ John E. Abdo                                 Director                                      December 14, 2004
-----------------------------------
    John E. Abdo

   /s/ Norman Becker                                 Director                                     December 14, 2004
-----------------------------------
    Norman Becker

   /s/ Max Pine                                      Director                                     December 14, 2004
-----------------------------------
    Max Pine

   /s/ Robert B. Sturges                             Director                                     December 14, 2004
-----------------------------------
    Robert B. Sturges

   /s/ Yoshihiro Sano                                Director                                     December 14, 2004
-----------------------------------
    Yoshihiro Sano
</TABLE>