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

                                    FORM 10-K

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended April 1, 2007
                                       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:

TITLE OF EACH CLASS                         NAME OF EXCHANGE ON WHICH REGISTERED
-------------------                         ------------------------------------
Common Stock, par value $.10 per share      NASDAQ
Class A Common Stock, par value
 $.10 per share                             NASDAQ
Preferred Share Purchase Right              Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
                                 Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
                                 Yes [ ] No [X]

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 (or such shorter period that the registrant was required
to file such reports) 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. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]   Accelerated filer [X]    Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
                                 Yes [ ] No [X]

As of May 31, 2007, 2,103,953 shares of Common Stock and 7,922,615 shares of
Class A Common Stock were outstanding. As of October 8, 2006, the last day of
our second fiscal quarter, the aggregate market value of common equity held by
non-affiliates was $247,544,000.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

Portions of the Registrant's Annual Report to Stockholders for the year ended
April 1, 2007 are incorporated by reference in Parts I and II.

Portions of the Registrant's Proxy Statement for the 2007 Annual Meeting are
incorporated by reference in Part III.

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ITEM 1.  BUSINESS

GENERAL

We have operated "Benihana" teppanyaki-style Japanese restaurants in the United
States for over 40 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 are prepared by a chef on a teppanyaki grill which
forms a part of the table at which the food is served. Our Haru concept offers
an extensive menu of Japanese fusion dishes in a high energy, urban atmosphere,
as well as catering to customers seeking take-out or delivery of their meals. 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. Additionally, a significant component of RA Sushi's revenues
are derived from beverage sales.

At May 31, 2007, we:

o       own and operate 59 Benihana teppanyaki-style Japanese dinnerhouse
        restaurants, including one restaurant under the name Samurai;
o       franchise 18 additional Benihana restaurants;
o       own and operate 7 Haru restaurants in New York City, New York and
        Philadelphia, Pennsylvania; and
o       own and operate 13 RA Sushi restaurants.

We own the related United States trademarks and service marks to the names
"Benihana", "Benihana of Tokyo" and the "red flower" symbol and we have the
exclusive rights to own, develop and license Benihana and Benihana Grill
restaurants in the United States, Central and South America and the islands of
the Caribbean. We also own the United States trademarks and worldwide
development rights to the names "Haru" and "RA".

Sales by our owned restaurants were approximately $271.1million for the fiscal
year ended April 1, 2007, as compared to approximately $244.0 million for the
prior fiscal year. Our net income for the fiscal year ended April 1, 2007 was
approximately $14.5 million, as compared to approximately $14.6 million for the
prior fiscal year.

The Company has a 52/53-week fiscal year. The Company's fiscal year ends on the
Sunday within the dates of March 26 through April 1. Fiscal year 2007 consisted
of 53 weeks, while fiscal years 2006 and 2005 each consisted of 52 weeks.

Our principal executive offices are located at 8685 Northwest 53rd Terrace,
Miami, Florida 33166 (telephone number 305-593-0770) and our corporate website
address is HTTP://WWW.BENIHANA.COM. We make our electronic filings with the
Securities and Exchange Commission, including annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
these reports available on the corporate website free of charge as soon as
practicable after filing with or furnishing to the SEC. These reports are also
available at www.sec.gov.

STRATEGY

The critical elements of our growth strategy are as follows:

SELECTIVELY PURSUE RESTAURANT GROWTH. We believe that each of our three concepts
has broad appeal and that, as a result, we have significant opportunities to
expand our business selectively. We plan to continue to capitalize on our broad
customer appeal and strong brand recognition within the casual dining segment by
opening new restaurants and selectively acquiring existing Asian-theme
restaurants in major U.S. markets. In fiscal 2007, we opened two Benihana
restaurants and four RA Sushi restaurants, as well as acquired a Benihana
restaurant from a franchisee.

DESIGN INITIATIVE. In fiscal 2006, we implemented a design initiative to develop
a prototype to be used at our new Benihana restaurants to improve unit-level
economics while shortening construction time and improving appeal to our
customers. To date, we have opened two locations using the new prototype design.
Elements of the new design are also being incorporated into certain existing
Benihana restaurants that we are renovating.

MAINTAIN STRONG RESTAURANT UNIT ECONOMICS. Our experienced management team
intends to maintain and improve where necessary attractive restaurant unit
profit margins through sustained sales growth and effective cost controls.

CONTINUE TO BUILD BRAND AWARENESS AND CUSTOMER LOYALTY. We will continue to
provide marketing and promotional support to sustain and grow our reputation for
distinctive value, quality food and customer satisfaction.

PROVIDE STRONG MANAGEMENT SUPPORT. Our senior management team is experienced in
developing and operating distinctive, high-volume casual dining establishments.

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THE BENIHANA CONCEPT

The Benihana concept offers casual dining in a distinctive Japanese atmosphere
enhanced by the unique entertainment provided by our highly-skilled Benihana
chefs who prepare fresh steak, chicken and seafood in traditional Japanese style
at a teppanyaki grill which forms a part of the customer's table. Most of our
Benihana restaurants are open for both lunch and dinner and have a limited menu,
offering a full course meal generally consisting of an appetizer, soup, salad,
tea, rice, vegetable, an entree of steak, seafood, chicken or any combination of
them and a dessert. We also offer sushi entrees at each of our Benihana
teppanyaki restaurants and we believe that Benihana is the largest
coast-to-coast restaurant chain highlighting sushi as a part of an Asian theme.

Specific menu items may be different in the various restaurants depending upon
the local geographic market. The servings prepared at the teppanyaki grill are
portion controlled to provide consistency in quantities served to each customer.
Alcoholic beverages, including specialty mixed drinks, wines and beers, and soft
drinks are available. During fiscal 2007, beverage sales in both the lounges and
dining rooms accounted for approximately 17% of its total sales. The average
check size per person was $25.54 in fiscal 2007. Sushi is offered at all of our
traditional restaurants at either separate sushi bars or at the teppanyaki
grills.

Each of our teppan tables generally seats eight customers. The chef is assisted
in the service of the meal by a waitress or waiter who takes beverage and food
orders. An entire dinnertime meal takes approximately one hour and thirty
minutes.

Of the 59 Benihana restaurants we operate:

o       42 are located in freestanding, special use restaurant buildings usually
        on leased lands;
o       7 are located in shopping centers; and
o       10 are located in office or hotel building complexes.

The freestanding restaurants were built to our specifications as to size, style
and interior and exterior decor using an overall Japanese design theme. The
other locations were adapted to the Benihana interior decor. The freestanding,
traditional Benihana restaurant units, which are generally one story buildings,
average approximately 8,000 square feet and are constructed on a land parcel of
approximately 1.25 to 1.50 acres. Benihana restaurants located in shopping
centers, office buildings and hotels are of similar size, but differ somewhat in
appearance from location to location in order to conform to the appearance of
the buildings in which they are located or limitation imposed by landlords or
municipalities. A typical Benihana restaurant has 18 teppan tables and seats
from 86 to 178 customers in the dining rooms and 8 to 120 customers in the bar,
lounge and sushi bar areas. Future Benihana restaurants that we will build will
conform to our new prototype design, which was first implemented during fiscal
2007 at our Miramar, Florida location. Additionally, as part of an ongoing
renovation program, we are incorporating certain elements of our new prototype
design at locations being renovated, where possible.

During May 2007, we opened a new Benihana restaurant in Maple Grove, Minnesota.
The Company is developing a restaurant in Chicago, Illinois as a replacement for
a restaurant previously located in that city, which closed during May 2007. The
Company is also developing Benihana restaurants to be located in Plymouth
Meeting, Pennsylvania; Chandler, Arizona; and Dulles, Virginia.

THE HARU CONCEPT

The Haru concept offers an extensive menu of distinctive 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,
including New York strip steak with roasted vegetables, garlic shrimp and crispy
duck. Haru also offers delivery and take-out services which represent
approximately 40% of its total sales. The average check size per person was
$29.86 in fiscal 2007.

During fiscal 2000, we acquired 80% of the subsidiary that operates the Haru
restaurants. During fiscal 2006, we acquired the remaining 20% interest upon the
exercise of a put option by the holders of the balance of Haru's equity (the
"Minority Stockholders"). Currently, there is a dispute between the Company and
the former Minority Stockholders concerning the price at which the former
Minority Stockholders exercised their put option to sell the remaining interest
in Haru to the Company. The Company believes that the proper application of the
put option price formula would result in a payment to the former Minority
Stockholders of approximately $3.7 million. Under the former Minority
Stockholders' interpretation of the put option price formula, they claim to be
entitled to a greater payment. The Company has offered to pay and recorded a
$3.7 million liability for the payment of the put option with respect thereto.

On August 25, 2006, the former Minority Stockholders sued the Company. The
complaint, which was filed in the Supreme Court of the State of New York, County
of New York, seeks an award of $10.7 million based on the former Minority
Stockholders' own calculation of the put option price formula and actions
allegedly taken by the Company to reduce the value of the put option.

On September 21, 2006, the parties jointly removed the case from the Supreme
Court of the State of New York, County of New York, to the United States
District Court for the Southern District of New York. The former Minority
Stockholders filed a motion to remand the case back to the Supreme Court of the
State of New York, County of New York, but that motion was denied on May 21,
2007. The District Court has set a scheduling conference for June 21, 2007.


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The Company believes that it has correctly calculated the put option price and
that the claims of the former Minority Stockholders are without merit. However,
there can be no assurance as to the outcome of this litigation.

We currently operate six Haru restaurants in New York City and one in
Philadelphia, Pennsylvania. The Company is currently developing a Haru
restaurant to be located in the Wall Street financial district of New York City,
as well as one in Boston, Massachusetts.

The Haru restaurants that we operate are located in office or residential
buildings. The restaurants vary in size and decor. We typically seek restaurant
locations that are in densely populated metropolitan areas in order to take
advantage of Haru's delivery business.

THE RA SUSHI CONCEPT

The RA Sushi concept offers sushi and Pacific-Rim dishes in a fun-filled, high
energy environment. The average check size per person was $21.11 for fiscal 2007
and beverage sales in both the lounges and dining rooms accounted for
approximately 35% of its total sales.

Of the 13 RA Sushi restaurants we operate:

o       5 are located in special-use restaurant buildings on leased land; and
o       8 are located in shopping or "life style" centers.

All of the restaurants were built to our specifications as to size, style and
emphasize a contemporary interior and exterior decor. These restaurants average
approximately 5,000 square feet which exclude outdoor seating. A typical RA
Sushi restaurant seats from 150 to 225 customers in the bar and sushi areas,
including outdoor seating.

RA Sushi is the Company's fastest growing concept. Having opened four new RA
Sushi restaurants during fiscal 2007, we currently operate thirteen RA Sushi
restaurants. We are focused on the continued expansion of this concept, and have
signed leases for and are currently developing another nine RA Sushi restaurants
to be located in Mesa, Arizona; Huntington Beach, California; Tustin,
California; Pembroke Pines, Florida; South Miami, Florida; Baltimore, Maryland;
Lombard, Illinois; Houston, Texas; and Plano, Texas.

RESTAURANT OPERATIONS

Our Benihana restaurants are under the direction of our Executive Vice
President-Restaurant Operations and are divided among eight geographic regions,
each managed by a regional manager. Food preparation in the teppanyaki
restaurants is supervised by nine regional chefs. Our Haru restaurants are
managed out of New York City under the direction of Haru's Vice President of
Operations and our RA Sushi restaurants are managed out of Phoenix, Arizona
under the direction of RA Sushi's Vice President of Operations.

Each restaurant has a manager and one or more assistant managers responsible for
the operation of the restaurant, including personnel matters, local inventory
purchasing, and maintenance of quality control standards, cleanliness and
service.

Strict guidelines as documented in our restaurant operations manuals are
followed to assure consistently high quality in customer service and food
quality for each location. Specifications are used for quality and quantity of
ingredients, food preparation, maintenance of premises and employee conduct and
are incorporated in manuals used by the managers, assistant managers and head
chefs. Food and portion sizes are regularly and systematically tested for
quality and compliance with our standards. The Company has entered into supply
agreements for the purchase of beef and seafood, in the normal course of
business, at fixed prices for up to twelve-month terms. These supply agreements
will eliminate volatility in the cost of the commodities over the terms of the
agreements. Substantially all commodities are distributed to our teppanyaki
restaurants by a national food service logistics company. Most of the other food
products are purchased locally by the individual restaurant managers and senior
chefs. Substantially all of our restaurant operating supplies are purchased
centrally and distributed to the restaurants from our warehouse or a bonded
warehouse.

Our chefs are trained in the teppanyaki style of cooking and sushi preparation
and in customer service with training programs lasting from eight to twelve
weeks. A portion of the training is spent working in a restaurant under the
direct supervision of an experienced head chef. The program includes training in
our method of restaurant operations and in both tableside and kitchen food
preparation as applied in our restaurants. Manager training is similar except
that the manager trainee is given in-depth exposure to each position in the
restaurant. Other categories of employees are trained by the manager and
assistant manager at each restaurant unit. Ongoing continuing education programs
and seminars are provided to restaurant managers and chefs to improve restaurant
quality and implement changes in operating policy or menu listings.

We use various incentive compensation plans pursuant to which key restaurant
personnel share in the results of operations at both a local and company-wide
level.

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MARKETING

We utilize television, radio, billboard and print media to promote our
restaurants; strengthen our brand identity; and maintain high name recognition.

In fiscal year 2007, we expended approximately $6.7 million on advertising and
other marketing. The advertising programs are tailored to each local market. The
advertising program is designed to emphasize the inherently fresh aspects of a
Benihana meal and the entertainment value of the chef cooking at the customer's
table. The entertainment component of the Benihana method of food preparation
and service is emphasized to distinguish Benihana from other restaurant
concepts. RA Sushi's advertising campaigns are geared to young affluent
demographics via radio and print media, while Haru focuses on local
publications.

FRANCHISING

We have, from time to time, franchised Benihana teppanyaki restaurant to
operators in markets in which we consider expansion to be of benefit to the
Benihana system. We selectively pursue franchising opportunities, particularly
in Central and South America and the islands of the Caribbean, where we own the
rights to the Benihana trademarks and system.

Franchisees bear all direct costs involved in the development, construction and
operation of their restaurants. We provide franchisee support for:

o       site selection,
o       prototypical architectural plans,
o       interior and exterior design and layout,
o       training, marketing and sales techniques, and
o       opening assistance.

All franchisees are required to operate their restaurants in accordance with
Benihana operating standards and specifications including menu offerings, food
quality and preparation.

The current standard franchise agreement provides for payment to us of a
non-refundable franchise fee of from $30,000 to $50,000 per restaurant and
royalties of from 3% to 6% of gross sales. In fiscal year 2007, revenues from
franchising were approximately $1.6 million.

To comply with the terms of the franchise agreements, we are prohibited from
opening additional restaurants within certain areas in which our existing
franchisees have the exclusive right to open additional restaurants and operate
their existing Benihana restaurants. In general, such franchise agreements
currently provide for an initial payment to us with respect to each new
restaurant opened by a franchisee and continuing royalty payments to us based
upon a percentage of a franchisee's gross sales throughout the term of the
franchise.

TRADE NAMES AND SERVICE MARKS

Benihana is a Japanese word meaning "red flower". In the United States and
certain foreign countries, we own the "Benihana" and "Benihana of Tokyo" brand
names and related trademarks and "red flower" symbol, which we believe to be of
material importance to our business and are registered in the United States
Patent and Trademark Office. We also own the United States trademarks and
worldwide development rights to the names "Haru" and "RA".

Benihana of Tokyo, Inc., a privately held company and our largest stockholder
and originator of the Benihana concept, continues to own the rights to the
Benihana name and trademarks outside of the United States, Central and South
America and the islands of the Caribbean. Benihana of Tokyo, Inc. is also the
operator of a Benihana restaurant in Honolulu, Hawaii under an exclusive,
royalty-free franchise from the Company. We have no financial interest in any
restaurant operated or franchised by Benihana of Tokyo, Inc.

NEW RESTAURANT SITE SELECTION AND DEVELOPMENT

We believe the locations of our restaurants are critical to our long-term
success and, accordingly, we devote significant time and resources to analyzing
each prospective site. Each of our three concepts requires a different real
estate formula for successful execution. The Benihana concept is successful in
free-standing or in-line locations and require approximately 7,000 to 8,000
square feet. The prototype was designed to accommodate 7,000 square feet. The
Haru concept is successful in densely populated urban markets and space
requirements are somewhat flexible. The RA Sushi concept is successful in urban
or suburban shopping malls, retail strip centers and entertainment life-style
centers and typically requires 4,500 to 5,500 square feet. In general, we
currently prefer to open our restaurants in high profile sites within larger
metropolitan areas with dense populations and above-average household incomes.
The layout of each restaurant is customized to accommodate different types of
buildings and different square feet within the available space. In addition to
analyzing demographic information for each prospective site, we consider other
factors such as visibility, traffic patterns and general accessibility; the
availability of suitable parking and the proximity of residences and shopping
areas.

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Our new restaurant development model for each of our active concepts typically
calls for us to occupy leased space in shopping malls, office complexes, strip
centers, entertainment centers and other real estate developments (the "retail
lease" development model). We have also acquired the land where it is
economically justified. While we expect the retail lease development model to
continue as our principal approach for opening new restaurant units, we also
expect to open more freestanding restaurants. We generally lease our restaurant
locations for primary periods of 15 to 20 years and include renewal options for
varying lengths of time. Our rent structures vary from lease to lease, but
generally provide for the payment of both minimum base rent and contingent rent,
such as percentage rent based on restaurant sales and rent increases based on
changes in the consumer price index. We are also responsible for our
proportionate share of common area maintenance (CAM), insurance, property tax
and other occupancy-related expenses under our leases. Many of our leases
provide for maximum allowable annual percentage or fixed dollar increases for
CAM and insurance expenses to enable us to better predict and control future
variable lease costs. We expend cash for leasehold improvements and furnishings,
fixtures and equipment to build out leased premises. We own all of the equipment
in our restaurants and currently plan to do so in the future.

Due to the uniquely flexible and customized nature of our teppanyaki restaurant
operations and the complex design, construction and preopening processes for
each new location, our lease negotiation and restaurant development timeframes
vary for each restaurant. The development and opening process generally ranges
from twelve to fifteen months after lease signing and depends largely upon the
availability of the leased space we intend to occupy, and are often subject to
matters that result in delays outside of our control, usually the permitting
process and mandates of local governmental building authorities. The number and
timing of new restaurants actually opened during any given period, and their
associated contribution, will depend on a number of factors including, but not
limited to, the identification and availability of suitable locations and
leases; the timing of the delivery of the leased premises to us from our
landlords so that we can commence our build-out construction activities; the
ability of our landlords and us to timely obtain all necessary governmental
licenses and permits to construct and operate our restaurants; disputes
experienced by our landlords or our outside contractors; any unforeseen
engineering or environmental problems with the leased premises; weather
conditions that interfere with the construction process; our ability to
successfully manage the design, construction and preopening processes for each
restaurant; the availability of suitable restaurant management and hourly
employees; and general economic conditions. While we attempt to manage those
factors within our control, we have experienced unforeseen delays in restaurant
openings from time to time in the past and will likely experience such delays in
the future.

We have developed a prototype Benihana teppanyaki restaurant to improve the
unit-level economics while shortening construction time and improving decor. The
new design reflects the cutting edge of contemporary dining and entertainment,
and places the customer at the center of the Benihana experience through the
visual impact of the exterior, a vibrant waiting area, and a more dramatic stage
for our legendary Benihana Chefs. The restaurant in Miramar, Florida, which
opened during June 2006, is the first company-owned restaurant to feature the
new prototype design. The restaurant in Maple Grove, Minnesota which opened in
May 2007, also features the prototype design.

While the prototype design standardizes the look and feel, as well as the
operational efficiency, of the Benihana operations, it does provide certain
flexibility to accommodate specific market conditions.

RENOVATION OF EXISTING RESTAURANTS

Under a renovation program commenced during 2005, we are also using many of the
design elements of the new prototype to refurbish our mature teppanyaki
restaurant units.

During fiscal 2006, management made a strategic decision to accelerate the
renovation and revitalization program, which was discussed above. We are
committed to revitalizing our 40-plus year old Benihana teppanyaki concept for a
new generation, while simultaneously generating a solid return on invested
capital for our shareholders. The new design reflects the cutting edge of
contemporary dining and entertainment, and places the customer at the center of
the Benihana experience through the visual impact of the exterior, a vibrant
waiting area, and a more dramatic stage setting for our legendary Benihana
chefs. We plan to refurbish a total of approximately 20-25 of our mature
teppanyaki restaurants over a thirty month timeframe. By beginning the
transformation of these 20-25 mature Benihana teppanyaki units now, we are
opportunistically building a stronger foundation for our core brand amid a
growing American appetite for Asian cuisine. During fiscal 2006, our restaurant
in Short Hills, New Jersey was the first teppanyaki to be retrofitted with the
new design elements. During fiscal 2007, our Memphis, Tennessee; Cleveland,
Ohio; Indianapolis, Indiana and Anaheim, California restaurants re-opened after
similar renovations were completed. A minor remodel has also been completed at
the Bethesda, Maryland restaurant, without the need to temporarily close the
location. At the end of fiscal 2007, restaurants closed and undergoing major
renovations included the Fort Lauderdale, Florida; Miami Beach, Florida;
Burlingame, California and Torrance, California locations. The Torrance location
has subsequently reopened and we believe that we will complete two more of these
major renovations during the first quarter of fiscal 2008. We expect the other
one to be completed during the second quarter of fiscal 2008. Similar to the
Bethesda location, two restaurants located in the New York City, New York and
Sacramento, California are currently undergoing minor remodeling, as well. These
restaurants have not required temporary closures either. We expect to complete a
total of 17 renovations and have four other restaurants in progress, by the end
of fiscal 2008. As we roll out the new design, we currently estimate the capital
expenditures of the program to average approximately between $2.0 million and
$2.3 million per unit. The cost to remodel each unit is directly dependent on
the scope of work to be performed at each location. Management is continuously
reviewing the extent of work to be performed at these sites. The scope of work
may be impacted by the age of the location, current condition of the location,
as well as local permitting requirements. The scope of work will vary by
location. Some locations will undergo a limited remodel, while others will
undergo a complete renovation and a major facility upgrade of its HVAC,
electrical and plumbing systems. Management believes the long-term benefits of
the revitalization initiative far outweigh the costs.

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The renovation of the Company's older teppanyaki units is necessary to ensure
the continued relevance of the Benihana brand, and the program will enhance our
leadership position as the premier choice for Japanese-style dining.

RESTAURANT OPENING COSTS FOR NEW RESTAURANTS

Restaurant opening costs include incremental out-of-pocket costs that are
directly related to the openings of new restaurants and are not capitalizable
and an amortization of rentals under lease agreements, for accounting purposes.
Restaurant opening costs include costs to recruit and train an average of 50-100
hourly restaurant employees; wages, travel and lodging costs for our opening
training team and other support employees, costs for practice service
activities; and straight-line minimum base rent during the restaurant preopening
period. Restaurant opening costs will vary from location to location depending
on a number of factors, including the proximity of our existing restaurants; the
size and physical layout of each location; the cost of travel and lodging for
different metropolitan areas; the extent of unexpected delays, if any, in
obtaining final licenses and permits to open the restaurants, which may also be
dependent upon our landlords obtaining their licenses and permits, as well as
completing their construction activities for the restaurant units. Restaurant
opening costs will fluctuate from period to period, based on the number and
timing of restaurant openings and the specific restaurant opening costs incurred
for each restaurant unit. These fluctuations could be significant. We expense
restaurant opening costs as incurred.

EMPLOYEES

At April 1, 2007, we employed approximately 5,000 people, of which approximately
125 were corporate personnel and the balance were restaurant employees. Most
employees, except restaurant and corporate management personnel, are paid on an
hourly basis. We also employ some restaurant personnel on a part-time basis to
provide the services necessary during the peak periods of restaurant operations.
We believe our relationship with our employees is good.

EXECUTIVE OFFICERS

Joel A. Schwartz, age 66, serves as our Chairman of the Board and Chief
Executive Officer.
Juan C. Garcia, age 43, serves as President and Chief Operating Officer.
Taka Yoshimoto, age 61, serves as Executive Vice President-Operations and
Director.
Jose I. Ortega, age 35, serves as Vice President-Finance and Chief Financial
Officer.

COMPETITION

The casual dining segment of the restaurant industry is intensely competitive
with respect to price, service, location, and the type and quality of food. Each
of our restaurants competes directly or indirectly with locally owned
restaurants as well as regional and national chains, and several of our
significant competitors are much larger or more diversified and have
substantially greater resources than we do. It is also anticipated that growth
in the industry will result in continuing competition for available restaurant
sites as well as continued competition in attracting and retaining qualified
management-level operating personnel. We believe that our competitive position
is enhanced by offering quality food selections at an appropriate price with the
unique entertainment provided by our chefs in an attractive, relaxed atmosphere.

GOVERNMENT REGULATION

Each of our restaurants is subject to licensing and regulation by the health,
sanitation, safety standards, fire department and the alcoholic beverage control
and other authorities in the state or municipality where it is located.
Difficulties or failure in obtaining the required licensing or requisite
approvals could result in delays or cancellations in the opening of new
restaurants; termination of the liquor license would adversely affect the
revenues for the restaurant. While we have not yet experienced any material
difficulties in obtaining and maintaining necessary governmental approvals, the
failure to obtain or retain, or a delay in obtaining food and liquor licenses or
any other governmental approvals could have a material adverse effect on our
operating results. Changes in Federal and state environmental regulations have
not had a material effect on our operations, but more stringent and varied
requirements of local governmental bodies with respect to zoning, land use and
environmental factors could delay construction of new restaurants and materially
affect our existing restaurant operations.

We are also subject to federal and state regulations regarding franchise
offering and sales. Such laws impose registration and disclosure requirements on
franchisors in the offer and sale of franchises, or impose substantive standards
on the relationship between franchisee and franchisor.

The Americans with Disabilities Act (the "ADA") which prohibits discrimination
on the basis of disability in public accommodations and employment mandates
accessibility standards for individuals with physical disabilities and increases
the cost of construction of new restaurants and of remodeling older restaurants.

We are subject to "dram-shop" statutes in most of the states where we operate
restaurants, which generally provide a person injured by an intoxicated person
the right to recover damages from an establishment that wrongfully served
alcoholic beverages. We carry liquor liability coverage as part of our existing
comprehensive general liability insurance that we believe is consistent with
coverage carried by other entities in the restaurant industry of similar size
and scope of operations. Even though we are covered by general liability
insurance, a settlement or judgment against us under a `dram-shop" statute in
excess of our liability coverage could have a material adverse effect on our
operations.

                                       7
<PAGE>

Various federal and state labor laws govern our operations and our relationships
with our employees, including such matters as minimum wages, breaks, overtime,
fringe benefits, safety, working conditions and work authorization requirements.
Significant increases in minimum wages, changes in statutes regarding paid or
unpaid leaves of absence and mandated health benefits, or increased tax
reporting, assessment or payment requirements related to our employees who
receive gratuities all could be detrimental to the profitability of our
operation. Various proposals that would require employers to provide health
insurance for all of their employees are considered from time-to-time in
Congress and various individual states. The imposition of any requirement that
we provide health insurance to all employees could have an adverse effect on our
results of operations and financial position, as well as the restaurant industry
in general. Our suppliers may also be affected by higher minimum wage and
benefit standards, which could result in higher costs for goods and services
supplied to the Company. While we carry employment practices insurance, a
settlement or judgment against us in excess of our coverage limitations could
have a material adverse effect on our results of operations, liquidity,
financial position or business.

We have a significant number of hourly restaurant employees that receive tip
income. We have elected to voluntarily participate in a Tip Rate Alternative
Commitment ("TRAC") agreement with the Internal Revenue Service. By complying
with the educational and other requirements of the TRAC agreement, we reduce the
likelihood of potential employer-only FICA assessments for unreported or
underreported tips.

MANAGEMENT INFORMATION SYSTEMS

We provide restaurant managers with centralized financial and management control
systems through use of data processing information systems and prescribed
reporting procedures. We have also upgraded our point-of-sale and time and
attendance systems.

Each restaurant transmits sales, purchasing, payroll and other operational data
to the home office on a weekly and four-week period basis. This data is used to
record sales, product, labor and other costs and to prepare periodic financial
and management reports. We believe that our centralized accounting, payroll and
human resources, cash management and information systems improve management's
ability to control and manage its operations efficiently.

FORWARD LOOKING STATEMENTS

This 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, the possibility of an adverse
outcome in the Company's dispute with the former Minority Stockholders of Haru
Holding Corp., unstable economic conditions in foreign countries where we
franchise restaurants and other factors that we cannot presently foresee.


                                       8
<PAGE>


ITEM 1A.  RISK FACTORS

FAILURE OF OUR RESTAURANTS TO ACHIEVE EXPECTED RESULTS COULD HAVE A NEGATIVE
IMPACT ON OUR REVENUES AND PERFORMANCE RESULTS.

Performance results currently achieved by our restaurants may not be indicative
of longer term performance or the potential market acceptance of restaurants in
new locations. We cannot be assured that new restaurants that we open will have
similar operating results as existing restaurants. New restaurants take several
months to reach expected operating levels due to inefficiencies typically
associated with new restaurants, including lack of market awareness, inability
to hire sufficient staff and other factors. The failure of our existing or new
restaurants to perform as predicted could negatively impact our revenues and
results of operations.

THE INABILITY TO CONSTRUCT NEW RESTAURANTS AND REMODEL EXISTING RESTAURANTS
WITHIN PROJECTED BUDGETS AND TIME PERIODS WILL ADVERSELY AFFECT OUR BUSINESS AND
FINANCIAL CONDITION.

Many factors may affect the costs associated with construction of new
restaurants and remodeling of existing restaurants, including:

        o       landlord delays;
        o       labor disputes;
        o       shortages of materials and skilled labor;
        o       weather interference;
        o       unforeseen engineering problems;
        o       environmental problems;
        o       construction or zoning problems;
        o       local government regulations;
        o       modifications in design to the size and scope of the projects;
                and
        o       other unanticipated increases in costs, any of which could give
                rise to delays or cost overruns.

If we are not able to develop additional restaurants within anticipated budgets
or time periods, our business, financial condition, results of operations or
cash flows will be adversely affected.

FAILURE TO EXPAND OUR OPERATIONS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS.

Critical to our future success is our ability to profitably expand our
operations. Our ability to expand profitably will depend on a number of factors,
including:

        o       identification and availability of suitable locations;
        o       competition for restaurant sites;
        o       negotiation of favorable lease arrangements;
        o       timely development of commercial, residential, street or highway
                construction near our restaurants;
        o       management of the costs of construction and development of new
                restaurants;
        o       securing required governmental approvals and permits;
        o       recruitment of qualified operating personnel, particularly
                managers and chefs;
        o       weather conditions;
        o       competition in new markets; and
        o       general economic conditions.

The opening of additional restaurants in the future will depend in part upon our
ability to generate sufficient funds from operations or to obtain sufficient
equity or debt financing on favorable terms to support our expansion. We may not
be able to open our planned new operations on a timely basis, if at all, and, if
opened, these restaurants may not be operated profitably. We have experienced,
and expect to continue to experience, delays in restaurant openings from time to
time. Delays or failures in opening planned new restaurants could have an
adverse effect on our business, financial condition, results of operations or
cash flows.

INCREASES IN THE MINIMUM WAGE MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS
AND FINANCIAL RESULTS.

Many of our employees are subject to various minimum wage requirements. Many
restaurants are located in states where the minimum wage was recently increased.
There likely will be additional increases implemented in jurisdictions in which
we operate or seek to operate. We note that the federal minimum wage has not
changed in nearly a decade. The possibility exists that the federal minimum wage
or the minimum subject to other jurisdictions will be increased in the near
future. These minimum wage increases may have a material adverse effect on our
business, financial condition, results of operations or cash flows.

                                       9
<PAGE>


INTENSE COMPETITION IN THE RESTAURANT INDUSTRY COULD PREVENT US FROM INCREASING
OR SUSTAINING OUR REVENUES AND PROFITABILITY.

The restaurant industry is intensely competitive with respect to food quality,
price-value relationships, ambiance, service and location, and many restaurants
compete with us at each of our locations. There are a number of well-established
competitors with substantially greater financial, marketing, personnel and other
resources than ours, and many of our competitors are well established in the
markets where we have restaurants, or in which we intend to locate restaurants.
Additionally, other companies may develop restaurants that operate with similar
concepts.

Any inability to successfully compete with the other restaurants in our markets
will prevent us from increasing or sustaining our revenues and profitability and
result in a material adverse effect on our business, financial condition,
results of operations or cash flows. We may also need to modify or refine
elements of our restaurant system to evolve our concepts in order to compete
with popular new restaurant formats or concepts that may develop in the future.
We cannot assure you that we will be successful in implementing these
modifications or that these modifications will not reduce our profitability.

CHANGES IN GENERAL ECONOMIC AND POLITICAL CONDITIONS AFFECT CONSUMER SPENDING
AND MAY HARM OUR REVENUES AND OPERATING RESULTS.

Our country's economic condition affects our customers' levels of discretionary
spending. A decrease in discretionary spending due to decreases in consumer
confidence in the economy could impact the frequency with which our customers
choose to dine out or the amount they spend on meals while dining out, thereby
decreasing our revenues and operating results.

FLUCTUATIONS IN OPERATING RESULTS MAY CAUSE PROFITABILITY TO DECLINE.

Our operating results may fluctuate significantly as a result of a variety of
factors, including:

        o       general economic conditions;
        o       consumer confidence in the economy;
        o       changes in consumer preferences;
        o       competitive factors;
        o       weather conditions;
        o       timing of new restaurant openings and related expenses;
        o       timing and duration of temporary restaurant closures;
        o       changes in governmental regulations;
        o       revenues contributed by new restaurants; and
        o       increases or decreases in comparable restaurant revenues.

We typically incur the most significant portion of restaurant opening expenses
associated with a given restaurant within the three months immediately preceding
and the month of the opening of the restaurant. Our experience to date has been
that labor and operating costs associated with a newly opened restaurant for the
first several months of operation are materially greater than what can be
expected after that time, both in aggregate dollars and as a percentage of
revenues. Accordingly, the volume and timing of new restaurant openings has had,
and is expected to continue to have, a meaningful impact on restaurant opening
expenses as well as labor and operating costs.

OUR INABILITY TO FIND A SUFFICIENT NUMBER OF QUALIFIED TEPPANYAKI AND SUSHI
CHEFS COULD NEGATIVELY IMPACT OUR EXPANSION PLANS.

The success of our growth strategy is dependant on hiring and training a
sufficient number of qualified teppanyaki and sushi chefs. The teppanyaki chefs
are the centerpiece of the experience at the Benihana restaurants where
customers go to be entertained by the performance of the chefs while preparing
their food. Sushi chefs must possess the skills necessary for artfully preparing
fresh sushi at each of our three concepts. Our inability to identify and hire a
sufficient number of qualified individuals for these positions will have a
direct negative impact on our ability to open new restaurant units.

OUR INABILITY TO RETAIN KEY PERSONNEL COULD NEGATIVELY IMPACT OUR BUSINESS.

Our success will continue to be highly dependent on our key operating officers
and employees. We must continue to attract, retain and motivate a sufficient
number of qualified management and operating personnel, including regional
managers, general managers and executive and sushi chefs, to keep pace with our
expansion schedule. Individuals of this caliber may be in short supply and such
a shortage may limit our ability to effectively penetrate new market areas.
Additionally, the ability of these key personnel to maintain consistency in the
quality and atmosphere of our restaurants is a critical factor in our success.
Any failure to do so may harm our reputation and result in a loss of business.


                                       10
<PAGE>

FAILURE TO COMPLY WITH GOVERNMENTAL REGULATIONS COULD HARM OUR BUSINESS AND OUR
REPUTATION.

We are subject to regulation by federal agencies and regulation by state and
local health, sanitation, building, zoning, safety, fire and other departments
relating to the development and operation of restaurants. These regulations
include matters relating to:

        o       the environment;
        o       building construction;
        o       zoning requirements;
        o       the preparation and sale of food and alcoholic beverages; and
        o       employment.

Our facilities are licensed and subject to regulation under state and local
fire, health and safety codes. The construction and remodeling of restaurants
will be subject to compliance with applicable zoning, land use and environmental
regulations. We may not be able to obtain necessary licenses or other approvals
on a cost-effective and timely basis in order to construct and develop
restaurants in the future.

Various federal and state labor laws govern our operations and our relationship
with our employees, including minimum wage, overtime, working conditions, fringe
benefit and work authorization requirements. In particular, we are subject to
federal immigration regulations. Given the location of many of our restaurants,
even if we operate those restaurants in strict compliance with federal
immigration requirements, our employees may not all meet federal work
authorization or residency requirements, which could lead to disruptions in our
work force.

Our business can be adversely affected by negative publicity resulting from
complaints or litigation alleging poor food quality, food-borne illness or other
health concerns or operating issues stemming from one or a limited number of
restaurants. Unfavorable publicity could negatively impact public perception of
our brand.

We are required to comply with the alcohol licensing requirements of the federal
government, states and municipalities where our restaurants are located.
Alcoholic beverage control regulations require applications to state authorities
and, in certain locations, county and municipal authorities for a license and
permit to sell alcoholic beverages. Typically, licenses must be renewed annually
and may be revoked or suspended for cause at any time. Alcoholic beverage
control regulations relate to numerous aspects of the daily operations of the
restaurants, including minimum age of guests and employees, hours of operation,
advertising, wholesale purchasing, inventory control and handling, storage and
dispensing of alcoholic beverages. If we fail to comply with federal, state or
local regulations, our licenses may be revoked and we may be forced to terminate
the sale of alcoholic beverages at one or more of our restaurants.

The federal Americans with Disabilities Act prohibits discrimination on the
basis of disability in public accommodations and employment. We are required to
comply with the Americans with Disabilities Act and regulations relating to
accommodating the needs of the disabled in connection with the construction of
new facilities and with significant renovations of existing facilities.

Failure to comply with these and other regulations could negatively impact our
business and our reputation.

FUTURE CHANGES IN FINANCIAL ACCOUNTING STANDARDS MAY CAUSE ADVERSE UNEXPECTED
OPERATING RESULTS AND AFFECT OUR REPORTED RESULTS OF OPERATIONS.

Changes in accounting standards can have a significant effect on our reported
results and may affect our reporting of transactions completed before the change
is effective. As an example, the recent change requiring that we record
compensation expense in the statement of operations for employee stock options
using the fair value method had a negative effect on our reported results. New
pronouncements and varying interpretations of pronouncements have occurred and
may occur in the future.

Changes to existing rules or differing interpretations with respect to our
current practices may adversely affect our reported financial results.

IMPLEMENTING OUR GROWTH AND RENOVATION STRATEGIES MAY STRAIN OUR MANAGEMENT
RESOURCES AND NEGATIVELY IMPACT OUR COMPETITIVE POSITION.

Our growth and renovation strategies may strain our management, financial and
other resources. We must maintain a high level of quality and service at our
existing and future restaurants, continue to enhance our operational, financial
and management capabilities and locate, hire, train and retain experienced and
dedicated operating personnel, particularly restaurant managers and chefs. We
may not be able to effectively manage these and other factors necessary to
permit us to achieve our expansion objectives, and any failure to do so could
negatively impact our competitive position.

                                       11
<PAGE>


POTENTIAL LABOR SHORTAGES MAY DELAY PLANNED OPENINGS OR DAMAGE CUSTOMER
RELATIONS.

Our success will continue to be dependent on our ability to attract and retain a
sufficient number of qualified employees, including restaurant managers, chefs,
kitchen staff and wait staff, to keep pace with our expansion schedule.
Qualified individuals needed to fill these positions may be in short supply in
certain areas. Our inability to recruit and retain qualified individuals may
delay the planned openings of new restaurants while high employee turnover in
existing restaurants may negatively impact customer service and customer
relations, resulting in an adverse effect on our revenues or results of
operations.

CHANGES IN FOOD COSTS COULD NEGATIVELY IMPACT OUR REVENUES AND RESULTS OF
OPERATIONS.

Our profitability is dependent in part on our ability to anticipate and react to
changes in food costs. Any increase in distribution and commodity costs could
cause our food costs to fluctuate. Additional factors beyond our control through
our supply chain, including energy costs, adverse weather conditions and
governmental regulation, may affect our food costs. We may not be able to
anticipate and react to changing food costs through our purchasing practices and
menu price adjustments in the future, and failure to do so could negatively
impact our revenues and results of operations.

RISING INSURANCE COSTS COULD NEGATIVELY IMPACT PROFITABILITY.

The cost of insurance (workers compensation insurance, general liability
insurance, property insurance, health insurance and directors and officers
liability insurance) has risen significantly over the past few years and is
expected to continue to increase. These increases, as well as potential state
legislation requirements for employers to provide health insurance to employees,
could have a negative impact on our profitability if we are not able to negate
the effect of such increases with plan modifications and cost control measures
or by continuing to improve our operating efficiencies. We self-insure a
substantial portion of our workers compensation and health care costs and
unfavorable changes in trends could also have a negative impact on our
profitability.

LITIGATION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

We may be the subject of complaints or litigation from guests alleging illness,
injury or other concerns related to visits to our restaurants. We may be
adversely affected by publicity resulting from such allegations, regardless of
whether such allegations are valid or whether we are liable. We may be subject
to complaints or allegations from current, former or prospective employees. We
may also be subject to complaints or allegations from our shareholders. A
lawsuit or claim could result in an adverse decision against us that could have
a materially adverse effect on our business. Additionally, the costs and expense
of defending ourselves against lawsuits or claims, regardless of merit, could
have an adverse impact on our profitability.

While we carry general liability insurance, we may still be subject to a
judgment in excess of our insurance coverage and we may not be able to obtain or
continue to maintain such insurance coverage at reasonable costs, or at all.

The Company is in a dispute with the former Minority Stockholders of its
subsidiary, Haru Holding Corp., concerning the amount owed by the Company to the
former Minority Stockholders in payment for shares in the subsidiary which the
former Minority Stockholders elected to sell to the Company. The resolution of
the dispute could adversely affect the Company's financial position and results
of operations.

COMPLIANCE WITH EXISTING AND NEW REGULATIONS OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE MAY RESULT IN ADDITIONAL EXPENSES.

Compliance with changing laws, regulations and standards relating to corporate
governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new
SEC regulations and NASDAQ Stock Market rules, has required an increased amount
of management attention and external resources. We are committed to maintaining
high standards of corporate governance and public disclosure. This investment
required to comply with these changing regulations may result in increased
general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.  PROPERTIES

Of the 79 restaurants in operation at May 31, 2007, 13 are located on owned real
estate and 66 are leased pursuant to land or land and building leases, which
require either a specific monthly rental, or a minimum rent and additional rent
based upon a percentage of gross sales. In addition, there are four Benihana
restaurants, nine RA Sushi restaurants and two Haru restaurants under
development. We are actively pursuing new locations suitable for development as
restaurant units for each of our concepts. Generally, these leases are "triple
net" leases which pass increases in property operating expenses, such as real
estate taxes and utilities, through to the Company as tenant. Expiration of
these leases, including renewal options, occur at various dates through calendar
year 2034.


                                       12
<PAGE>


The following table sets forth the location of our Company-owned restaurants:

Benihana, Haru,                                      Approx.
or RA Sushi                                          Square     Date
Location       Address                               Footage   Opened
--------       -------                               -------   ------
ALASKA:
BENIHANA  1100 West 8th Avenue, Anchorage (3)          7,970   March, 2005

ARIZONA:
BENIHANA  16403 N. Scottsdale Road, Scottsdale  (1)    8,600   November, 2003

BENIHANA  6091 N. Oracle Road, Tucson (2)              8,300   November, 2005

BENIHANA  3025 West Chandler Blvd., Chandler (1)       7,390   Under development

RA SUSHI  2905 E. Skyline Drive, Suite 289, Tucson (1) 3,900   November, 2003

RA SUSHI  4921 E. Ray Road, Suite B-1, Phoenix (2)     6,200   December, 2002

RA SUSHI  3815 N. Scottsdale Road, Scottsdale (2)      5,000   December, 2002

RA SUSHI  411 S. Mill Avenue, Tempe (1)                3,500   December, 2002

RA SUSHI  7012 E. Greenway Parkway, Scottsdale (2)     4,200   December, 2002

RA SUSHI  1652 S. Val Vista Dr., Suite 101, Mesa (1)   4,530   Under development

CALIFORNIA:
BENIHANA  2100 E. Ball Road, Anaheim  (1)              8,710   March, 1980

BENIHANA  1496 Old Bayshore Hwy., Burlingame  (1)      8,740   February, 1978

BENIHANA  755 Raintree Drive, Carlsbad (1)             10,850  June, 2004

BENIHANA  17877 Gale Avenue, City of Industry (1)      8,000   November, 1988

BENIHANA  1989 Diamond Blvd., Concord  (1)             8,250   February, 1980

BENIHANA  2074 Vallco Fashion Park, Cupertino  (1)     7,937   July, 1980

BENIHANA  16226 Ventura Blvd., Encino  (2)             7,790   October, 1970

BENIHANA  4250 Birch Street, Newport Beach  (2)        8,275   March, 1978

BENIHANA  3760 E. Inland Empire Blvd., Ontario (1)     7,433   December, 1998

BENIHANA  5489F Sunrise Blvd., Citrus Heights (1)      3,798   October, 1995

BENIHANA  477 Camino Del Rio So., San Diego (1)        7,981   May, 1977

BENIHANA  1737 Post Street, San Francisco (1)          7,990   December, 1980

BENIHANA  1447 4th Street, Santa Monica (1)            7,500   September, 2001

BENIHANA  21327 Hawthorne Blvd., Torrance (1)          7,430   May, 1980

RA SUSHI  474 Broadway, San Diego (1)                  4,676   December, 2003

(1)     Lease provides for minimum rent, plus additional rent based upon a
        percentage of gross sales.
(2)     Lease provides for fixed rent.
(3)     Owned.


                                       13
<PAGE>






Benihana, Haru,                                        Approx.
or RA Sushi                                             Square     Date
Location     Address                                   Footage    Opened
---------    -------                                   -------    ------
RA SUSHI  155 5th Street, Suite 183, Huntington
          Beach (1)                                     4,535  Under development

RA SUSHI  2785 Cabot Dr. #7-101, Corona (1)             4,500  October 2006

RA SUSHI  3525 Carson Street, Torrance (1)              4,500  November 2006

RA SUSHI  Tustin (1) (Specific address not
          yet assigned)                                 4,500  Under development

COLORADO:
BENIHANA  3295 S. Tamarac Drive, Denver (1)             7,572  February, 1977

BENIHANA  515 Zang Street, Broomfield (2)               8,921  September, 2006

DISTRICT OF
COLUMBIA:
BENIHANA  3222 M Street, NW, Washington (2)             7,761  May, 1982

FLORIDA:
SAMURAI   8717 S.W. 136th Street, Miami (1)             8,162  October, 1981

BENIHANA  276 E. Commercial Blvd., Ft. Lauderdale (3)   8,965  June, 1970

BENIHANA  1665 N.E. 79th Street, Miami (3)              8,938  September, 1973

BENIHANA  1751 Hotel Plaza Blvd., Lake Buena Vista (1)  8,145  October, 1988

BENIHANA  3602 S.E. Ocean Blvd., Stuart (3)             8,485  February, 1977

BENIHANA  242 Miracle Mile, Coral Gables (1)            7,000  October, 2006

BENIHANA  3261 S.W. 160th Avenue, Miramar (2)           6,598  June, 2006

RA SUSHI  11701 Lake Victoria Gardens Avenue
              Suite 4105, Palm Beach Gardens (1)        4,200  April, 2006

RA SUSHI  South Miami (1) (Specific address not yet     5,000  Under development
          assigned)

RA SUSHI  Pembroke Pines (1) (Specific address not yet  5,600  Under development
          assigned)

GEORGIA:
BENIHANA  2365 Mansell Road, Alpharetta (3)             8,600  October, 2003

BENIHANA  2143 Peachtree Road, NE, Atlanta I (2)        8,244  May, 1974

BENIHANA  229 Peachtree Street NE, Atlanta II (2)       6,372  April, 1981

ILLINOIS:
BENIHANA  Chicago (1) (Specific address not
          yet assigned)                                 8,200  Under development

BENIHANA  747 E. Butterfield Road, Lombard (3)          9,200  April, 1985

BENIHANA  1200 E. Higgins Road, Schaumburg (3)          8,388  July, 1992

BENIHANA  150 N. Milwaukee Avenue, Wheeling (3)         8,500  June, 2001

(1)     Lease provides for minimum rent, plus additional rent based upon a
        percentage of gross sales.
(2)     Lease provides for fixed rent.
(3)     Owned.


                                       14
<PAGE>


Benihana, Haru,                                       Approx.
or RA Sushi                                            Square      Date
Location     Address                                   Footage    Opened
---------    -------                                   -------    ------
RA SUSHI  1139 N. State Street, Chicago (1)              4,500 January, 2004

RA SUSHI  2601 Aviator Lane, Glenview (1)                5,469 May, 2006

RA SUSHI  310 Yorktown Center, Lombard (1)               4,500 Under development

INDIANA:
BENIHANA  8830 Keystone Crossing Road,
          Indianapolis (1)                               8,460 February, 1979

MARYLAND:
BENIHANA  7935 Wisconsin Avenue, Bethesda (1)            9,300 October, 2003

RA SUSHI  701 Eden Street, Baltimore (1)                 5,422 Under development

MASSACHUSETTS
HARU      Boston (1) (Specific address
          not yet assigned)                                    Under development

MICHIGAN:
BENIHANA  18601 Hubbard Drive, Dearborn (1)              7,500 March, 1977

BENIHANA  21150 Haggerty Road, Northville (3)            8,000 May, 1989

BENIHANA  1985 W. Big Beaver Road, Troy (1)              8,600 February, 1996

MINNESOTA:
BENIHANA  850 Louisiana Avenue So., Golden Valley (3)   10,400 September, 1980

BENIHANA  11840 Fountains Way North, Maple Grove (3)     6,706 May, 2007

NEVADA:
RA SUSHI  3200 Las Vegas Blvd. South, Las Vegas (2)      4,500 October, 2004

NEW JERSEY:
BENIHANA  840 Morris Turnpike, Short Hills (2)          11,500 October, 1976

BENIHANA  5255 Marlton Pike, Pennsauken (1)              7,000 February, 1978

NEW YORK:
BENIHANA  47 West 56th Street, New York (2)              7,340 June, 1973

BENIHANA  2105 Northern Blvd., Manhassett (1)            8,252 December, 1978

BENIHANA  920 Merchant's Concourse, Westbury (1)         7,400 April, 2003

HARU      355 West 36 Street, New York (2)               2,400 May, 2001

HARU      205 West 43rd Street, New York (2)             4,400 May, 2001

HARU      1327 Third Avenue, New York (2)                2,200 September, 2001

HARU      1329 Third Avenue, New York (2)                4,000 December, 1999

HARU      433 Amsterdam Avenue, New York (2)             4,000 December, 1999


(1)     Lease provides for minimum rent, plus additional rent based upon a
        percentage of gross sales.
(2)     Lease provides for fixed rent.
(3)     Owned.


                                       15
<PAGE>


Benihana, Haru,                                        Approx.
or RA Sushi                                             Square     Date
Location     Address                                   Footage    Opened
---------    -------                                   -------    ------
HARU      280 Park Avenue, New York (2)                  6,350 August, 2001

HARU      220 Park Avenue South, New York (2)            4,650 February, 2005

HARU      One Wall Street Court, New York (1)            6,110 Under development

OHIO:
BENIHANA  50 Tri-County Parkway, Cincinnati I (1)        7,669 June, 1978

BENIHANA  126 East 6th Street, Cincinnati II (1)         5,800 August, 1979

BENIHANA  23611 Chagrin Blvd., Beachwood (1)            10,393 May, 1973

OREGON:
BENIHANA  9205 S.W. Cascade Avenue, Beaverton (1)        6,077 August, 1986

PENNSYLVANIA
BENIHANA  2100 Greentree Road, Pittsburgh (1)            8,000 May, 1971

BENIHANA  Plymouth Meeting (2)
          (Specific address not yet assigned)            6,156 Under development

HARU      241-243 Chestnut Street, Philadelphia (1)      6,000 July, 2005

TENNESSEE:
BENIHANA  912 Ridgelake Blvd., Memphis (1)               8,680 October, 1979

TEXAS:
BENIHANA  7775 Banner Drive, Dallas (3)                  8,007 January, 1976

BENIHANA  3848 Oak Lawn Avenue, Dallas (1)               3,998 June, 1997

BENIHANA  1318 Louisiana Street, Houston I (2)           6,938 May, 1975

BENIHANA  1720 Lake Woodlands Drive, The Woodlands (3)   8,728 April, 2002

BENIHANA  5400 Whitehall Street, Irving (2)              8,565 May, 2002

BENIHANA  9707 Westheimer Road, Houston II (1)           7,669 November, 1977

BENIHANA  2579 Town Center Blvd., Sugar Land (1)         5,000 July, 1997

RA SUSHI  3908 Westheimer Road, Houston(1)               5,600 February, 2006

RA SUSHI  Houston II (1) (Specific address not yet       5,177 Under development
          assigned)

RA SUSHI  Plano (1) (Specific address not yet assigned)  5,000 Under development

UTAH:
BENIHANA  165 S.W. Temple, Bldg. 1, Salt Lake City (1)   7,530 April, 1977

VIRGINIA
BENIHANA  21089 Dulles Town Circle, Dulles (1)           7,000 Under development

(1)     Lease provides for minimum rent, plus additional rent based upon a
        percentage of gross sales.
(2)     Lease provides for fixed rent.
(3)     Owned.


                                       16
<PAGE>


The Company leases approximately 16,300 square feet of space for its general
administrative offices in Miami, Florida at an annual rental of approximately
$304,000 and 8,000 square feet for a warehouse in Miami, Florida at an annual
rental of approximately $40,000. The leases expire on November 30, 2013 and
October 31, 2007, respectively.

ITEM 3.  LEGAL PROCEEDINGS

BENIHANA OF TOKYO LITIGATION - On July 2, 2004, Benihana of Tokyo, Inc. ("BOT"),
a significant holder of the Company's Common Stock, commenced a lawsuit in the
Court of Chancery of the State of Delaware (the "Chancery Court") against the
Company, individuals who were then members of the Company's Board of Directors
and BFC Financial Corporation ("BFC"). The action sought temporary and permanent
injunctive relief, monetary damages and recovery of costs and expenses, in
connection with the closing of the $20.0 million sale of a new class of Series B
Preferred Stock of the Company to BFC, a diversified holding company with
operations in banking, real estate and other industries. John E. Abdo, a
director of the Company, serves as a Vice Chairman, director, and is a
significant shareholder of BFC. Among other relief sought, the action sought
rescission of the sale of the Series B Preferred Stock to BFC.

The action alleged that the director defendants breached their fiduciary duties
in approving the financing transaction with BFC by diluting the voting power
represented by BOT's Common Stock holding in the Company.

After a trial, the Chancery Court rejected all claims asserted against the
Company and its directors finding that "the directors who approved the
transaction did so, on an informed basis, acting in good faith and believing
that they were acting in the best interests of Benihana." Thereafter, BOT filed
an appeal with respect to the decision of the Chancery Court, and on August 24,
2006, the Delaware Supreme Court issued an opinion affirming the trial court's
ruling in favor of the Company and the Board of Directors in all respects.

HARU MINORITY STOCKHOLDERS LITIGATION - 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 from July 1, 2005
through September 30, 2005, the holders of the balance of Haru's equity (the
"Minority Stockholders") had a one-time option to sell their remaining shares to
the Company (the "put option"). The exercise price under the put option was to
be calculated as four and one-half (4 1/2) times Haru's consolidated cash flow
for the fiscal year ended March 27, 2005 less the amount of Haru's debt (as that
term is defined in the purchase agreement) at the date of the computation.

On July 1, 2005, the Minority Stockholders exercised the put option.

The Company believes that the proper application of the put option price formula
would result in a payment to the former Minority Stockholders of approximately
$3.7 million. The Company has offered to pay such amount to the former Minority
Stockholder and recorded a $3.7 million liability with respect thereto.

On August 25, 2006, the former Minority Stockholders sued the Company. The
complaint, which was filed in the Supreme Court of the State of New York, County
of New York, seeks an award of $10.7 million based on the former Minority
Stockholders' own calculation of the put option price formula and actions
allegedly taken by the Company to reduce the value of the put option.

On September 21, 2006, the parties jointly removed the case from the Supreme
Court of the State of New York, County of New York, to the United States
District Court for the Southern District of New York. The former Minority
Stockholders filed a motion to remand the case back to the Supreme Court of the
State of New York, County of New York, but that motion was denied on May 21,
2007. The District Court has set a scheduling conference for June 21, 2007.

The Company believes that it has correctly calculated the put option price and
that the claims of the former Minority Stockholders are without merit. However,
there can be no assurance as to the outcome of this litigation.

The Company is not subject to any other significant pending legal proceedings,
other than ordinary routine claims incidental to its business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter.


                                       17
<PAGE>


                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

Certain information required by this Item is incorporated herein by reference
from the information under the caption "Common Stock Information" contained in
the Company's 2007 Annual Report to Shareholders.

Set forth below is a comparison of the five-year cumulative total return among
Common Stock of the Company, the NASDAQ stock market-US index and the SIC Code
Index for SIC Code 5812 (Retail - Eating Places), in each case assuming that
$100 was invested on the last day of the fiscal year ending of 2002, March 31,
2002. Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.

<TABLE>
<CAPTION>
                                    2002        2003       2004       2005       2006       2007
<S>                                <C>         <C>        <C>        <C>        <C>        <C>
         BENIHANA INC.             100.00      58.42      95.19      83.54      164.19     160.55
         SIC CODE INDEX            100.00      70.51      112.89     124.53     140.09     153.79
   NASDAQ MARKET INDEX (U.S.)      100.00      72.51      111.77     112.75     134.03     141.86
</TABLE>


Set forth below is a comparison of the five-year cumulative total return among
Class A Common Stock of the Company, the NASDAQ stock market-US index and the
SIC Code Index for SIC Code 5812, in each case assuming that $100 was invested
on the last day of the fiscal year ending of 2002, March 31, 2002. Stockholder
returns over the indicated period should not be considered indicative of future
stockholder returns.

<TABLE>
<CAPTION>

                                    2002        2003       2004       2005       2006       2007
<S>                                <C>         <C>        <C>        <C>        <C>        <C>
       BENIHANA INC. CL A          100.00      56.12      94.60      83.67      162.16     159.29
         SIC CODE INDEX            100.00      70.51      112.89     124.53     140.09     153.79
   NASDAQ MARKET INDEX (U.S.)      100.00      72.51      111.77     112.75     134.03     141.86
</TABLE>


ITEM 6.  SELECTED FINANCIAL DATA

The information required by this Item is incorporated herein by reference from
the information under the caption "Selected Financial Data" contained in the
Company's 2007 Annual Report to Shareholders.


                                       18
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required by this Item is incorporated herein by reference from
the information under the caption "Management's Discussion and Analysis"
contained in the Company's 2007 Annual Report to Shareholders.

ITEM 7.A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The information required by this Item is incorporated herein by reference from
the information under the caption "Quantitative and Qualitative Disclosures
about Market Risks" contained in the Company's 2007 Annual Report to
Shareholders.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is incorporated herein by reference from
the information under the caption "Consolidated Financial Statements" contained
in the Company's 2007 Annual Report to Shareholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9.A.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE 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, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of the
date of such evaluation.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management's report on our internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and
the related report of our independent public accounting firm, are included in
our Annual Report under the headings MANAGEMENTS' REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING and REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING, respectively, and are
incorporated by reference.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There has been no significant change in our internal control over financial
reporting in connection with the evaluation required by paragraph (d) of Rule
13a-15 of the Exchange Act that occurred during the fourth quarter of our fiscal
year ended April 1, 2007 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

ITEM 9.B. OTHER INFORMATION

None.

                                    PART III


ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference from
the information under the caption "Election of Directors" contained in the
Company's Proxy Statement for its 2007 Annual Meeting of Stockholders (the
"Company's Proxy Statement").

We have adopted a written code of business conduct and ethics that applies to
our Chief Executive Officer, Chief Financial Officer and all of our officers and
directors and can be found on our website, which is located at WWW.BENIHANA.COM.
We intend to make all required disclosures concerning any amendments to, or
waivers from, our code of business conduct and ethics on our website.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference from
the information under the caption "Executive Compensation" contained in the
Company's Proxy Statement.


                                       19
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required in part by this Item is incorporated herein by
reference from the information under the caption "Security Ownership of Certain
Beneficial Owners of Management" contained in the Company's Proxy Statement.

The following sets forth certain information, as of April 1, 2007, with respect
to our equity compensation plans, under which our securities may be issued:

<TABLE>
<CAPTION>

                             EQUITY COMPENSATION PLAN INFORMATION

                                                                   Number of securities
                                                                   remaining available
                    Number of securities to  Weighted average     for future issuance
                    be issued upon exercise  exercise price of    under equity compensation
                    of outstanding options   outstanding options  plans (excluding securities
Plan Category        warrants and rights     warrants and rights  reflected in column (a))
-------------        -------------------     -------------------  ------------------------
                              (a)                     (b)                    (c)
<S>                           <C>             <C>                                <C>
Equity compensation
plans approved by             1,034,865       $            13.84                 1,054,954
security holders
Equity compensation
plans not approved by
security holders                  5,750                     7.83                         -
                     ---------------------------------------------------------------------

Total                         1,040,615                    13.81                 1,054,954
                     =====================================================================
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

The information required by this Item is incorporated herein by reference from
the information under the caption "Certain Relationships and Related
Transactions" contained in the Company's Proxy Statement.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated herein by reference from
the information under the caption "Principal Accountant Fees and Services"
contained in the Company's Proxy Statement.





                                       20
<PAGE>


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)       1.    Financial Statements:

                The following consolidated financial statements of the Company
                and its subsidiaries, which are set forth on Pages 16 through 37
                of the Company's 2007 Annual Report to Shareholders included
                herein as Exhibit 13, are incorporated herein by reference as
                part of this report.

                Consolidated Balance Sheets as of April 1, 2007 and March 26,
                2006.

                Consolidated Statements of Earnings for the years ended April 1,
                2007, March 26, 2006 and March 27, 2005.

                Consolidated Statements of Stockholders' Equity for the years
                ended April 1, 2007, March 26, 2006 and March 27, 2005.

                Consolidated Statements of Cash Flows for the years ended April
                1, 2007, March 26, 2006 and March 27, 2005.

                Notes to Consolidated Financial Statements.

                Report of Independent Registered Public Accounting Firm on
                Consolidated Financial Statements.

                Management's Report on Internal Control Over Financial
                Reporting.

                Report of Independent Registered Public Accounting Firm on
                Internal Control Over Financial Reporting.

        2.      Financial Statement Schedules:

                None

        3.      Exhibits:

                2.01    Amended and Restated Agreement and Plan of
                        Reorganization dated as of December 29, 1994 and amended
                        as of March 17, 1995 among BNC, BOT, the Company and BNC
                        Merger Corp. Incorporated by reference to Exhibit 2.01
                        to the Company's Registration Statement on Form S-4,
                        Registration No. 33-88295, made effective March 23, 1995
                        (the "S-4").

                3.01    Certificate of Incorporation of the Company.
                        Incorporated by reference to Exhibit 3.01 to the S-4 and
                        to Exhibit 1 on Form 8-A dated February 12, 1997.

                3.02    By-Laws of the Company. Incorporated by reference to
                        Exhibit 3.02 to the S-4.

                4.01    Certificate of Designation of Rights, Preferences and
                        Terms for the Series A Convertible Preferred Stock of
                        the Company. Incorporated by reference to Exhibit 4.01
                        to the Company's Current Report on Form 8-K dated May
                        15, 1995.

                4.02    Form of Certificate representing shares of the Company's
                        Common Stock. Incorporated by reference to Exhibit 4.02
                        to the S-4.

                4.03    Form of Certificate representing shares of the Company's
                        Class A Common Stock. Incorporated by reference to
                        Exhibit 4.03 to the S-4.

                10.01   License Agreement, dated as of May 15, 1995 between BNC
                        and BOT. Incorporated by reference to Exhibit 10.01 to
                        the S-4.

                10.02   Directors' Stock Option Plan. Incorporated by reference
                        to Exhibit 10.08 to the S-4.

                10.03   1996 Class A Stock Option Plan. Incorporated by
                        reference to Exhibit A to Benihana Inc. Proxy Statement
                        for its Annual Meeting of Stockholders held on July 19,
                        1996.

                10.04   1997 Class A Stock Option Plan. Incorporated by
                        reference to Exhibit A to Benihana Inc. Proxy Statement
                        for its Annual Meeting of Stockholders held on August
                        27, 1998 (the "1998 Proxy Statement").

                10.05   Amended and Restated Directors' Stock Option Plan.
                        Incorporated by reference to Exhibit B to the 1998 Proxy
                        Statement.



                                       21
<PAGE>


                10.06   2000 Employees' Class A Common Stock Option Plan.
                        Incorporated by reference to Exhibit A to Benihana Inc.
                        Proxy Statement for its Annual Meeting of Stockholders
                        held on August 3, 2000.

                10.07   2003 Directors' Stock Option plan. Incorporated by
                        reference to Exhibit A to Benihana Inc. Proxy Statement
                        for its Annual Meeting of Stockholders held on August
                        21, 2003.

                10.08   Restated Credit Agreement dated December 3, 2002 (the
                        "Credit Agreement") by and among Benihana Inc., the
                        Guarantors (as listed and defined therein), and Wachovia
                        Bank, National Association, as Agent and Lender.
                        Incorporated by reference to Exhibit 10.09 of the 2003
                        10-K.

                10.09   Second Amendment to Credit Agreement dated November 19,
                        2004. Incorporated by reference to Exhibit 10.1 of the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended January 2, 2005.

                10.10   Third Amendment to Credit Agreement dated November 23,
                        2004. Incorporated by reference to Exhibit 10.2 of the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended January 2, 2005.

                10.11   Fourth Amendment to Credit Agreement dated January 20,
                        2005. Incorporated by reference to Exhibit 10.3 of the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended January 2, 2005.

                10.12   Fifth Amendment to Credit Agreement dated May 12, 2005.

                10.13   Stockholders Agreement dated as of December 6, 1999 by
                        and among Haru Holding Corp., BNC, Mei Ping Matsumura
                        and the Estate of Arthur Cutler. Incorporated by
                        reference to Exhibit 10.10 to the Company's Registration
                        Statement on Form S-2, Registration Number 333-68946.

                10.14   Benihana Incentive Compensation Plan. Incorporated by
                        reference to Exhibit 10.12 to the Company's Annual
                        Report on Form 10-K for the fiscal year ended March 31,
                        1996.

                10.15   Employment Agreement dated April 1, 2001 between Joel A.
                        Schwartz and the Company. Incorporated by reference to
                        Exhibit 10.07 of the 2001 10-K.

                10.16   Employment Agreement dated April 1, 2001 between Taka
                        Yoshimoto and the Company. Incorporated by reference to
                        Exhibit 10.12 of the 2001 10-K.

                10.17   Employment Agreement dated September 1, 2003 between
                        Kevin Aoki and the Company. Incorporated by reference to
                        Exhibit 10.2 of the Company's Quarterly Report on Form
                        10-Q for the quarterly year ended October 12, 2003.

                10.18   Employment Agreement dated September 1, 2003 between
                        Juan C. Garcia and the Company. Incorporated by
                        reference to Exhibit 10.3 of the Company's Quarterly
                        Report on Form 10-Q for the quarterly year ended October
                        12, 2003.

                10.19   Consulting Agreement dated April 1, 2001 between Rocky
                        H. Aoki and the Company. Incorporated by reference to
                        Exhibit 10.23 of the 2001 10-K.

                10.20   Employment Agreement dated September 1, 2005 between
                        Michael R. Burris and the Company. Incorporated by
                        reference to Exhibit 10.1 of the Company's Quarterly
                        Report on Form 10-Q for the quarter ended October 12,
                        2003.

                10.21   Amendment No. 1 dated May 27, 2004 to Employment
                        Agreement dated April 1, 2001 between Joel A. Schwartz
                        and the Company. Incorporated by reference to Exhibit
                        10.18 to the 2004 10-K.

                10.22   Preferred Stock Purchase Agreement between Benihana Inc.
                        and BFC Financial Corporation dated June 8, 2004.
                        Incorporated by reference to Exhibit 10.19 of the 2004
                        10-K

                10.23   Amendment No. 1 dated October 17, 2005 to Employment
                        Agreement dated September 1, 2003 between Juan C. Garcia
                        and the Company. Incorporated by reference to Exhibit
                        10.01 to Form 8-K filed October 20, 2005.

                10.24   Summary Description of Benihana Incentive Compensation
                        Plan. Incorporated by reference to Exhibit 99.1 to Form
                        8-K filed March 24, 2006.

                10.25   Agreement of Sale dated April 17, 2006 by and among
                        Benihana Lincoln Road Corp., Benihana National Corp.,
                        Doraku Lincoln Road LLC and Aoki Group LLC. Incorporated
                        by reference to Exhibit 10.1 to Form 8-K filed April 21,
                        2006.



                                       22
<PAGE>


                10.26   Restrictive Covenant and Agreement not to Disclose
                        Confidential Information dated April 17, 2006 by and
                        between Kevin Aoki and Benihana Inc. Incorporated by
                        reference to Exhibit 10.2 to Form 8-K filed April 21,
                        2006.

                10.27   Employment Agreement dated April 1, 2006 between Taka
                        Yoshimoto and the Company. Incorporated by reference to
                        Exhibit 10.27 of the 2006 10-K.

                10.28   Employment Agreement dated August 28, 2006 between Jose
                        I. Ortega and the Company. Incorporated by reference to
                        Exhibit 10.01 to Form 8-K filed August 31, 2006.

                10.29   Amendment No. 2 dated August 28, 2006 to Employment
                        Agreement dated September 1, 2003 between Juan C. Garcia
                        and the Company. Incorporated by reference to Exhibit
                        10.02 to Form 8-K filed August 31, 2006.

                10.30   Amended and Restated Rights Agreement, dated as of
                        January 31, 2007 between American Stock Transfer & Trust
                        Company and the Company. Incorporated by reference to
                        Exhibit 99.1 to Form 8-K filed February 2, 2007.

                10.31   Credit Agreement, dated March 15, 2007, between the
                        Company and its subsidiaries and Wachovia Bank, National
                        Association. Incorporated by reference to Exhibit 10.1
                        to Form 8-K filed March 16, 2007.

                10.32   Promissory Noted dated March 15, 2007 by the Company in
                        favor of Wachovia Bank, National Association.
                        Incorporated by reference to Exhibit 10.2 to Form 8-K
                        filed March 16, 2007.

                10.33   Security Agreement, dated March 15, 2007, by and among
                        the Company and its subsidiaries and Wachovia Bank,
                        National Association. Incorporated by reference to
                        Exhibit 10.3 to Form 8-K filed March 16, 2007.

                10.34   Pledge Agreement, dated March 15, 2007, by and among the
                        Company and its subsidiaries and Wachovia, National
                        Association. Incorporated by reference to Exhibit 10.4
                        to Form 8-K filed March 16, 2007.

                10.35   Amendment, dated as of May 18, 2007, to Amended and
                        Restated Rights Agreement, dated as of January 31, 2007,
                        by and between the Company and American Stock Transfer &
                        Trust Company. Incorporated by reference to Exhibit 99.1
                        to Form 8-K filed May 21, 2007.

                13.01   Portions of Annual Report to Stockholders for the year
                        ended April 1, 2007.

                21.01   Subsidiaries

                23.01   Consent of Deloitte & Touche LLP, Independent Registered
                        Public Accounting Firm.

                31.01   Chief Executive Officer's certification pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                31.02   Chief Financial Officer's certification pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                32.01   Chief Executive Officer's certification pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.

                32.02   Chief Financial Officer's certification pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.





                                       23
<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:  June 15, 2007                        BENIHANA INC.

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

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.

SIGNATURE                              TITLE                       DATE

/s/ Joel A. Schwartz                   Chief Executive Officer     June 15, 2007
-----------------------------------    and Chairman of the Board
Joel A. Schwartz                       of Directors (Principal
                                       Executive Officer)

/s/ Taka Yoshimoto                     Executive Vice President -  June 15, 2007
-----------------------------------    Restaurant Operations
Taka Yoshimoto                         and Director

/s/ Jose I. Ortega                     Vice President of           June 15, 2007
-----------------------------------    Finance and Treasurer -
Jose I. Ortega                         Chief Financial Officer
                                       (Principal Financial and
                                       Accounting Officer)

/s/ John E. Abdo                       Director                    June 15, 2007
-----------------------------------
John E. Abdo

/s/ Kevin Y. Aoki                      Director                    June 15, 2007
-----------------------------------
Kevin Y. Aoki

/s/ Norman Becker                      Director                    June 15, 2007
-----------------------------------
Norman Becker

/s/ J. Ronald Castell                  Director                    June 15, 2007
-----------------------------------
J. Ronald Castell

/s/ Lewis Jaffe                        Director                    June 15, 2007
-----------------------------------
Lewis Jaffe

/s/ Robert B. Sturges                  Director                    June 15, 2007
-----------------------------------
Robert B. Sturges

/s/ Joseph J. West                     Director                    June 15, 2007
-----------------------------------
Joseph J. West



                                       24
<PAGE>




                                                                   EXHIBIT 21.01

SUBSIDIARY NAME                                           STATE OF INCORPORATION
1501 Broadway Restaurant Corp.                                  New York
Benihana Bethesda Corp.                                         New York
Benihana Brickell Station Corp.                                 Delaware
Benihana Broomfield Corp.                                       Delaware
Benihana Carlsbad Corp.                                         Delaware
Benihana Chandler Corp.                                         Delaware
Benihana Chicago Corp.                                          Delaware
Benihana Encino Corp.                                          California
Benihana International Inc.                                     Delaware
Benihana Las Colinas Corp.                                       Texas
Benihana Lincoln Road Corp.                                     Florida
    (formerly known as Rudy's Sirloin SteakBurgers, Inc.)
Benihana Lombard Corp.                                          Illinois
Benihana Marina Corp.                                          California
Benihana Meadowlands Corp.                                      Delaware
Benihana Monterey Corporation                                   Delaware
    (formerly known as Benihana Development Corp.)
Benihana National Corp.                                         Delaware
Benihana National of Florida Corp.                              Delaware
Benihana New York Corp.                                         Delaware
    (formerly known as Benihana Frozen Food Corp.)
Benihana of Puente Hills Corp.                                  Delaware
Benihana of Texas, Inc.                                          Texas
Benihana Ontario Corp.                                          Delaware
Benihana Orlando Corp.                                          Delaware
Benihana Park Central Club, Inc.                                 Texas
    (D/B/A Benihana Private Club)
Benihana Plymouth Meeting Corp.                                 Delaware
Benihana Schaumburg Corp.                                       Delaware
Benihana Sunrise Corp.                                          Delaware
Benihana Tucson Corp.                                           Delaware
Benihana Westbury Corp.                                         Delaware
Benihana Wheeling Corp.                                         Delaware
Benihana Woodlands Corp.                                         Texas
Big Splash Kendall Corp.                                        Delaware
Haru Amsterdam Avenue Corp.                                     New York
Haru Food Corp.                                                 New York
Haru Gramercy Park Corp.                                        New York
    (formerly known as Haru Soho Corp.)
Haru Holding Corp.                                              Delaware
Haru Park Avenue Corp.                                          Delaware
Haru Philadelphia Corp.                                         Delaware
Haru Prudential Corp.                                           Delaware
Haru Third Avenue Corp.                                         New York
Haru Too, Inc.                                                  New York
Haru Wall Street Corp.                                          Delaware
Maxwell's International Inc.                                    Delaware
Noodle Time Inc.                                                Florida
Ra Ahwatukee Restaurant Corp.                                   Delaware
Ra Fashion Valley Corp.                                         Delaware
Ra Houston Corp.                                                 Texas
Ra Kierland Restaurant Corp.                                    Delaware
Ra Scottsdale Corp.                                             Delaware
Ra Sushi South Miami Corp.                                      Delaware
Ra Sushi Chicago Corp.
    (f/k/a Benihana State & Elm Corp.,                          Delaware
     f/k/a Benihana Beachplace, Inc.)
Ra Sushi City Center Corp.                                       Texas
Ra Sushi Corona Corp.                                           Delaware
Ra Sushi Glenview Corp.                                         Delaware
Ra Sushi Baltimore Corp.                                        Delaware
Ra Sushi Denver Corp.                                           Delaware
Ra Sushi Holding Corp.                                          Delaware
Ra Sushi Huntington Beach Corp.                                 Delaware
Ra Sushi Las Vegas Corp.                                         Nevada



                                       25
<PAGE>





SUBSIDIARY NAME                                           STATE OF INCORPORATION
Ra Sushi Lombard Corp.                                          Delaware
Ra Sushi Mesa Corp.                                             Delaware
Ra Sushi Palm Beach Gardens Corp.                               Delaware
Ra Sushi Pembroke Pines Corp.                                   Delaware
Ra Sushi Plano Corp.                                             Texas
Ra Sushi San Diego Corp.                                        Delaware
Ra Sushi Tucson Corp.                                           Delaware
Ra Tempe Corp.                                                  Delaware
Ra Sushi Torrance Corp.                                         Delaware
Ra Sushi Tustin Corp.                                           Delaware
Ra Sushi Westwood Corp.                                         Delaware
Rudy's Restaurant Group, Inc.                                    Nevada
Teppan Restaurants Ltd.                                          Oregon
The Samurai, Inc.                                               New York




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<PAGE>


                                                                   EXHIBIT 23.01


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos.
333-33880, 333-63783 and 333-13973 on Form S-8 and Registration Statement Nos.
333-83585 and 333-13977 on Form S-3 of our reports dated June 15, 2007, relating
to the consolidated financial statements of Benihana Inc. and subsidiaries (the
"Company") and management's report on the effectiveness of internal control over
financial reporting incorporated by reference in this Annual Report on Form 10-K
of the Company for the year ended April 1, 2007.

Deloitte & Touche LLP

Fort Lauderdale, Florida
June 15, 2007




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