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 March 26, 2000

                                      or,

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

                          Commission File No. 0-26396

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

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

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

      (Registrant's telephone number, including area code): (305) 593-0770
                                                            --------------

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

                                None

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                                   Yes  X      No
                                       ---

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

As of June 9, 2000,  3,576,616  shares of Common Stock and  2,586,868  shares
of Class A Common Stock were  outstanding,  and the  aggregate  market value
of the common equity of Benihana Inc. held by non-affiliates was approximately
$44,754,076.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Stockholders for the year ended
March 26, 2000 are incorporated by reference in Parts I and II.

Portions of the Registrant's Proxy Statement for the Annual Meeting to be held
August 3, 2000 are incorporated by reference in Part III.





Item 1.  General

Benihana Inc.("the Company"), the leading operator of Japanese teppanyaki-style
restaurants in the United States, currently owns and operates 53 teppanyaki and
sushi  restaurants and franchises  thirteen others.  The Company has achieved
31 consecutive  quarters of  comparable  quarter  sales growth and  customer
count increases.  Management attributes this success to (i) a well-established
brand identity supported by consistent marketing and promotional activities
since the opening of the first Benihana  restaurant in 1964, (ii) growing
consumer demand for a dining experience that features a theme or entertainment
component, (iii) the Company's continued  emphasis on quality and customer
satisfaction, (iv) Benihana's experienced management team, and (v) a healthy
economy over the past several years.

The Company owns the exclusive rights to develop, operate or license Benihana
and Benihana Grill restaurants in the United States  (subject to certain rights
granted to Benihana of Tokyo, Inc. ("BOT"), the corporate founder of the chain
and a principal shareholder,  with respect to the State of Hawaii), Central and
South  America and the Caribbean Islands.  The Company also owns the exclusive
rights  to  develop, operate or license  Sushi  Doraku  and Haru  restaurants
worldwide.

A description of the Company-owned and licensed restaurants is set forth below
under "Properties".

Sales by the Company's owned restaurants were approximately $136,389,000 for
the fiscal year ended March 26, 2000, as compared to approximately $118,351,000
for the prior fiscal year.

The Company is engaged in one business segment and operates with three Japanese
theme concepts; Benihana, Sushi Doraku by Benihana and Haru.

Recent Developments

During fiscal 2000, the Company completed the acquisition of 80% of the equity
of Haru Holding Corp. ("Haru").  Haru operates successful high quality sushi
restaurants.  Haru currently owns and operates two sushi restaurants in New
York City. Additionally, as part of the acquisition, the Company acquired the
rights to a lease for a third Haru restaurant under construction in the Times
Square area of Manhattan.

The Benihana Concept

The Company's Benihana concept offers casual upscale dining in a distinctive
Japanese  atmosphere enhanced by the unique  entertainment provided by the
Company's highly-skilled  Benihana  chefs who prepare fresh steak, chicken and
seafood in traditional Japanese style at the customer's  table.  Most of the
Company's  Benihana  restaurants  are  open  for  both  lunch  and  dinner.
The restaurants  have a limited menu offering a full course meal consisting of
an appetizer, soup, salad, tea, rice, a vegetable and an entree of steak,
seafood, chicken or any combination of them.  Specific menu items may be
different in the various restaurants depending upon the local geographic
market.  The servings are all portion  controlled  to provide consistency in
quantities served to each customer.  Alcoholic beverages, including specialty
mixed drinks, wines, beers and soft drinks, are available.  The average check
size per person was $22.80 in fiscal 2000.  During fiscal 2000, beverage sales
in both the lounges and dining rooms accounted for approximately 17% of total
restaurant sales.  Sushi is offered at all of the Company's traditional
restaurants at either separate sushi bars or at the teppanyaki grills.

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

Of the 50 owned Benihana restaurants, 33 are located in freestanding, special
use restaurant  buildings, six in shopping centers, and 11 in office or hotel
building complexes.  The  freestanding restaurants were built to the Company's
specifications  as to size,  style and interior and exterior decor.  The other
locations were adapted to the Benihana interior decor.  The free-standing,
traditional Benihana restaurant units, which are generally one story buildings,
average approximately 8,000 square feet and are constructed  on a lot of
approximately 1.25 to 1.50 acres.  The shopping center, office building and
hotel-based Benihana restaurants are of similar size, but differ somewhat in
appearance from location to location in order to  conform  to the  existing
buildings.  A typical Benihana restaurant has 18 teppanyaki tables. The
Benihana restaurants seat from 86 to 178  customers in the dining rooms and 8
to 120 customers in the bar lounge areas. See "Properties."

The Company anticipates that it will open three new Benihana restaurants in
fiscal 2001.


<PAGE>



The Sushi Doraku Concept

The Company's Sushi Doraku concept offers sushi "kaiten" style. At a kaiten
bar, customers select their favorite sushi items from a continuously revolving
conveyor system.  The average check size per person was $11.42 in fiscal 2000.
The first Sushi Doraku is located in an  entertainment complex.  The Company
anticipates that two other Sushi Doraku's will open in the summer of fiscal
2001.

The Haru Concept

The Company's Haru concept offers sushi in an upscale setting.  Haru offers
in-house dining as well as delivery and takeout.  Delivery and takeout account
for  approximately 45% of the total sales. The average check size per person
was $25.78 in fiscal 2000.  The Company anticipates that two additional Haru
restaurants will open in fiscal 2001 in New York, New York.

Restaurant Operations

The  Company's restaurants are centrally  managed by the Executive Vice
President-Restaurant Operations and are divided among seven geographic regions,
each managed by a regional manager.  Food preparation in the restaurants is
supervised by eight regional chefs.

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

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

Specific strict guidelines as documented in restaurant operations manuals are
followed  to assure  consistently  high  quality in customer service and food
quality from location to location. Operating specifications are used for
quality of ingredients, preparation of food, maintenance of premises and
employee conduct and are incorporated in manuals used by the managers,
assistant managers and head chefs. Food products and portion sizes are
regularly and systematically tested for quality and compliance with the
Company's standards.  Certain seafood items are  purchased in bulk for most
of the restaurants under which a certain quantity is purchased at a specific
price.  Most of the other food products are purchased in local markets.
Substantially all of the restaurant operating supplies are purchased centrally
and distributed to the  restaurants from the Company's warehouse or one of the
two bonded warehouses.

The chefs are trained in the teppanyaki or sushi style of cooking and customer
service in 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 lectures on the Company's method
of restaurant operations and training in both tableside and kitchen food
preparation as applied in its 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 the restaurant itself.  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 items.

Marketing

The Company utilizes television, radio, billboard and print media to promote
its restaurants, strengthen its brand identity and maintain high name
recognition.  The advertising programs are tailored to each local market and
to print media focused on the business traveler.  The advertising program is
designed to emphasize the inherently fresh aspects of a Benihana meal and the
entertainment value of the food preparation at the table.  In fiscal year 2000,
the Company expended $5.5 million on advertising and other marketing,
approximately 4.0% of net sales.  The entertainment value of the Benihana
method of food preparation and service is emphasized to distinguish Benihana
from other restaurant concepts.

Franchising

The Company has, from time to time, franchised experienced restaurant operators
(such as Hilton Hotels) in markets in which it considers expansion to be of
benefit to the  Benihana  system.  The  Company has begun to more aggressively
pursue franchising opportunities, particularly in foreign countries (Central
and South America and the Caribbean Islands) where the Company owns the rights
to the Benihana trademarks and system.


<PAGE>



Franchisees bear all direct costs involved in the development, construction and
operation of their restaurants.  The Company provides franchisees  support for
site selection, prototypical architectural plans, interior and exterior design
and layout, training, marketing and sales techniques and opening assistance.
All franchisees are required to operate their restaurants in accordance with
Benihana standards and specifications including menu offerings, food quality
and preparation.

The current standard franchise agreement provides for payment to the Company of
a  non-refundable franchise fee of $30,000 to $50,000 per restaurant  and
royalties of 3% to 6% of sales.  In fiscal year 2000 revenues from franchising
were $1,088,000.

The Company presently franchises Benihana restaurants in Anchorage, Alaska;
Austin, Texas; Las Vegas,  Nevada;  Reno,  Nevada;  Beverly Hills, California;
Seattle,  Washington;  Key  West,  Florida;  Harrisburg,  Pennsylvania;
Bogota, Colombia;  Little Rock, Arkansas; Lima, Peru and Aruba. The Company has
signed a development agreement for Venezuela, but no restaurants have opened
under the development agreement. To comply with the terms of these franchises
entered into by the Company in the United  States,  the Company is prohibited
from opening additional  restaurants  within  certain areas in which the
Company's existing franchises 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 Benihana
with respect to each new restaurant opened by a franchisee and continuing
royalty payments to the Company based upon a percentage of a franchisee's gross
sales from each such restaurant throughout the term of the franchise.

The Company anticipates that five new franchised Benihana restaurants will open
in fiscal 2001 in San Antonio, in Milwaukee, in Edison, New Jersey and two in
Caracas, Venezuela.

Trade Names and Service Marks

Benihana is Japanese for "red flower".  In the United States, the "Benihana"
and "Benihana of Tokyo" names and "flower" logo, which management believes to
be of material importance to the Company's business, are owned by the Company
and are registered in the United States Patent and Trademark Office and certain
foreign countries.  The Company also owns registered trademarks of Samurai,
Kyoto brands and the "Sushi Doraku by Benihana" concept.  Additionally, the
Company has filed an application to register the Haru trademark.

Benihana of Tokyo, Inc. ("BOT"), a privately held company 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
Caribbean Islands.  BOT is a principal shareholder of the Company.  The Company
has no financial interest in any restaurant operated by BOT.

Employees

At March 26, 2000, the Company  employed  2,895 persons of which, 2,835 were
restaurant  employees and 60 were corporate personnel.  Most employees, except
restaurant management and corporate management personnel, are paid on an hourly
basis.  The Company also employs some restaurant  personnel on a part-time
basis to  provide the services necessary  during  the peak periods of
restaurant operations. The Company believes its relationship with its employees
is good.

Competition

The casual dining segment of the restaurant industry is expected to remain
intensely competitive with respect to price, service, location, and the type
and quality of food.  Each of the Company's restaurants competes directly or
indirectly with locally owned restaurants as well as regional and national
chains, and several of the Company's significant competitors are larger or
more diversified and have substantially greater resources than the Company.
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.  The
Company  believes that its competitive  position is enhanced by offering
quality food selections at an appropriate price with the unique entertainment
provided by its chefs in an attractive, relaxed atmosphere.

Government Regulation

Each of the Company's restaurants is subject to licensing and regulation by
the health, sanitation, safety standards, fire department and the alcoholic
beverage control 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 for any Benihana restaurant
would adversely affect the revenues for the restaurant.  While the Company to
date has not 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 the Company's operating  results.  Federal
and state environmental regulations  have  not had a  material  effect on the
Company's 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.

The Company is also subject to federal and state regulations regarding
franchise offering and sales. Such laws impose registration and disclosure
requirements on franchisers in the offer and sale of franchises, or impose
substantive standards on the relationship between franchisee and franchiser.

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

The Company is also subject to the Fair Labor  Standards Act, which governs
such matters as minimum wages, overtime, and other working conditions.  A
significant portion of the Company's food service personnel are paid at rates
related to federal or state  minimum  wage rates, and accordingly, increases
in any such minimum wage will increase the Company's labor costs.

Management Information Systems

The Company provides restaurant managers with centralized financial and
management control systems through use of data processing information systems
and prescribed reporting procedures.

Each  restaurant forwards sales reports, vendor invoices, payroll and other
operational  data to the home office on a weekly and four-week period basis.
The Company utilizes this information to centrally monitor sales, product,
labor and other  costs and to prepare  periodic  financial  and  management
reports.  The Company believes that its centralized  accounting, payroll and
human resources, cash management and information systems improve its ability
to control and manage its operations efficiently.

Properties

Of the 53 restaurants operated by the Company, 47 are leased pursuant to
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 two Sushi Doraku by Benihana restaurants under construction in Chicago,
Illinois and Miami Beach, Florida; three Benihana restaurants under
construction in Santa Monica and Monterey, California and Wheeling, Illinois
and two Haru restaurants under construction  in New York City, New York.
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 dates of these leases, including renewal
options, range from December 2000 to March 2027.



<PAGE>


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

 Benihana, Sushi        Approx.            Approximate Seating
                                       -----------------------------
Doraku by Benihana     Sq.Ft.of      Dining            Sushi       Date
 or Haru Location      Building       Room    Lounge    Bar        Opened
----------------------- --------      ----    ------   ------      --------
CALIFORNIA:

   Benihana
   2100 E. Ball Road
   Anaheim  (1)             8,710      160      67      36      March, 1980

   Benihana
   1496 Old Bayshore Hwy.
   Burlingame  (2)          8,740      160      99      27      February, 1978

   Benihana
   17877 Gale Avenue
   City of Industry  (1)    8,000      144      50      30      November, 1988

   Benihana
   1989 Diamond Blvd.
   Concord  (1)             8,250      144      84      18      February, 1980

   Benihana
   2074 Vallco Fashion Pk.
   Cupertino  (1)           7,937      144      45       8      July, 1980

   Benihana
   16226 Ventura Blvd.
   Encino  (2)              7,790      152      64      -0-     October, 1970

   Benihana
   14160 Panay Way
   Marina Del Rey  (1)      4,840       96      66       6       March, 1972

   Benihana
   136 Olivier Street
   Monterey  (2)            4,856     -0-      -0-     -0-  under construction

   Benihana
   4250 Birch Street
   Newport Beach  (2)       8,275     144       72      26      March, 1978

   Benihana
   3760 E. Inland Empire Blvd.
   Ontario (1)              7,433     144        8      20      December, 1998

   Benihana
   5489F Sunrise Blvd.
   Citrus Heights
   (Sacramento)  (1)        3,798      88        8       5      October, 1995

   Benihana
   477 Camino Del Rio So.
   San Diego  (1)           7,981     144       68      23      May, 1977

   Benihana
   1737 Post Street
   San Francisco  (1)       7,990     140       45      -0-     December, 1980


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


<PAGE>


 Benihana, Sushi         Approx.      Approximate Seating
                                   -----------------------------
Doraku by Benihana       Sq.Ft.of    Dining           Sushi        Date
 or Haru Location        Building     Room   Lounge    Bar        Opened
----------------------   --------     ----   ------   ------     --------

   Benihana
   1447 4th Street
   Santa Monica  (1)        7,500      -0-     -0-     -0-  under construction

   Benihana
   21327 Hawthorne Blvd.
   Torrance  (1)            7,430      128      63      28      May, 1980

COLORADO:
   Benihana
   3295 S. Tamarac Dr.
   Denver  (1)              7,572      128      82      10      February, 1977

DISTRICT OF COLUMBIA:

   Benihana
   3222 M Street, NW
   Washington  (2)          7,761      136       4      24      May, 1982

FLORIDA:

   Sushi Doraku
   300 S.W. 1st Avenue
   Ft. Lauderdale  (1)      3,700      N/A      N/A     103     June, 1998

   Benihana
   276 E. Commercial Blvd.
   Ft. Lauderdale           8,965      160       70      -0-    June, 1970

   Benihana
   8727 South Dixie Hwy.
   Miami  (2)               8,700      122       66      15     March, 1989
   (Kendall)

   Samurai
   8717 S.W. 136th St.
   Miami  (1)               8,162      176       42      -0-   October, 1981

   Benihana
   1665 N.E. 79th St.
   Miami Beach              8,938      178       86       42   September, 1973

   Benihana
   1751 Hotel Plaza Blvd.
   Lake Buena Vista (2)     8,145      128       85        7   October, 1988
   (Orlando)

   Sushi Doraku
   1100 Lincoln Road
   Miami Beach  (1)         3,900      -0-      -0-     -0- under construction

   Benihana
   3602 S.E. Ocean Blvd.
   Stuart                   8,485      160      69      57     February, 1977


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


<PAGE>


 Benihana, Sushi           Approx.     Approximate Seating
                                   -----------------------------
Doraku by Benihana        Sq.Ft.of   Dining            Sushi      Date
  or Haru Location        Building   Room     Lounge    Bar      Opened
-----------------------   --------   ----     ------   ------    --------
GEORGIA:

   Benihana
   2143 Peachtree Rd., NE
   Atlanta [I]  (2)         8,244     136       65       16      May, 1974

   Benihana
   229 Peachtree St. NE
   Atlanta [II]  (1)        6,372     115       34       11      April, 1981

ILLINOIS:

   Sushi Doraku
   166 East Superior St.
   Chicago  (1)             7,288     144        9       45      April, 1968

   Benihana
   1139 N. State St.
   Chicago                  4,500     -0-      -0-     -0-  under construction

   Benihana
   747 E. Butterfield Rd.
   Lombard                  9,200     168       51     -0-       April, 1985

   Benihana
   1200 E. Higgins Road
   Schaumburg               8,388     160       48     -0-       July, 1992

   Benihana
   150 N. Milwaukee Ave.
   Wheeling  (2)            8,500     -0-      -0-     -0-  under construction

INDIANA:

   Benihana
   8830 Keystone Crossing Rd.
   Indianapolis  (1)        8,460    144       93      -0-     February, 1979

KENTUCKY:

   Benihana
   1510 Lake Shore Court
   Louisville  (1)          7,572    128       88      -0-     July, 1978

MARYLAND:

   Benihana
   7315 Wisconsin Ave.
   Bethesda  (1)            6,047    128       47       11     October, 1974

MICHIGAN:

   Benihana
   18601 Hubbard Dr.
   Dearborn  (1)            7,500    136       40       46     March, 1977


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



<PAGE>


 Benihana, Sushi           Approx.     Approximate Seating
                                    ----------------------------
Doraku by Benihana         Sq.Ft.of   Dining           Sushi      Date
 or Haru Location          Building   Room    Lounge    Bar      Opened
-----------------------    ---------  ----    ------   ------   --------

   Benihana
   21150 Haggerty Rd.
   Northville  (2)            8,000    153      20       11     May, 1989
   (Farmington Hills)

   Benihana
   1985 W. Big Beaver Rd.
   Troy  (1)                  8,600    128       46      57    February, 1996

MINNESOTA:

   Benihana
   850 Louisiana Ave. So.
   Golden Valley             10,400    192       45      -0-   September, 1980

NEW JERSEY:

   Benihana
   840 Morris Turnpike
   Short Hills  (2)          11,500    144       56       56    October 1976

   Benihana
   5255 Marlton Pike
   Pennsauken  (1)            7,000    136       93       10    February, 1978
   (Cherry Hill)

NEW YORK:

   Benihana
   120 East 56th St.
   New York  (2)              3,859     86       24       -0-    May, 1966

   Benihana
   47 West 56th St.
   New York  (1)              7,340    112       59       -0-    June, 1973

   Benihana
   2105 Northern Blvd.
   Munsey Park  (1)           8,252    144       88       75    December, 1978
   (Manhasset)

   Haru
   1501 Broadway
   New York  (2)              4,000    -0-      -0-     -0- under construction

   Haru
   1327 Third Ave.
   New York  (2)              4,000    -0-      -0-     -0- under construction

   Haru
   1329 Third Ave.
   New York  (2)              4,000    -0-      -0-      -0-   December, 1999


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




<PAGE>


 Benihana, Sushi           Approx.     Approximate Seating
                                    ----------------------------
Doraku by Benihana         Sq.Ft.of  Dining              Sushi     Date
 or Haru Location          Building   Room     Lounge     Bar      Opened
---------------------      --------   ----     ------   ------    --------

   Haru
   433 Amsterdam Ave.
   New York  (2)             4,000     -0-       -0-      -0-   December, 1999

OHIO:

   Benihana
   50 Tri-County Parkway
   Cincinnati  (1)           7,669     144        91       -0-   June, 1978

   Benihana
   126 East 6th St.
   Cincinnati  (1)           5,800     112        30       -0-   August, 1979

   Benihana
   23611 Chagrin Blvd.
   Beachwood  (1)           10,393     188        85       -0-    May, 1973
   (Cleveland)

OREGON:

   Benihana
   9205 S.W. Cascade Ave.
   Beaverton  (1)           6,077      112        54        34    August, 1986

PENNSYLVANIA:

   Benihana
   2100 Greentree Rd.
   Pittsburgh  (1)          8,000      150        84       -0-    May, 1971

TENNESSEE:

   Benihana
   912 Ridgelake Blvd.
   Memphis   (1)            8,680      144        78       11    October, 1979

TEXAS:

   Benihana
   7775 Banner Dr.
   Dallas   (2)             8,007      160       115      -0-    January, 1976

   Benihana
   3848 Oak Lawn Ave.
   Dallas  (1)
   (Turtle Creek)           3,998       96        0        10    June, 1997

   Benihana
   1318 Louisiana St.
   Houston [I]  (2)         6,938       128       60       12    May, 1975


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






<PAGE>


Benihana, Sushi           Approx.     Approximate Seating
                                   ----------------------------
Doraku by Benihana        Sq.Ft.of   Dining            Sushi      Date
 or Haru Location         Building    Room    Lounge    Bar       Opened
-----------------------   --------    ----    ------   ------    --------

Benihana
   9707 Westheimer Rd.
   Houston [II]   (1)       7,669      144      120      10     November, 1977

   Benihana
   2579 Town Center Blvd.
   Sugar Land  (1)          3,800       96        0       17    July, 1997

UTAH:

   Benihana
   165 S.W. Temple, Bldg. 1
   Salt Lake City  (1)      7,530       120      72       10     April, 1977


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



<PAGE>



The Company leases approximately 10,100 square feet of space for its general
administrative offices in Miami, Florida at an annual rental of $186,000 and
8,000  square  feet for a  warehouse  in Miami,  Florida at an annual rental
of $26,000. The leases expire May 31, 2009 and October 31, 2000, respectively.

Item 3.  Legal Proceedings

There are no material legal proceedings to which the Company or any of its
subsidiaries is a party other than ordinary litigation incidental to the
conduct of the Company's 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.



<PAGE>


                             PART II


Item 5.  Market for the Company's Common Stock and Related Stockholder Matters

The information required by this Item is incorporated  herein by reference to
Page 28 of the Company's 2000 Annual Report to Shareholders.

Item 6.  Selected Consolidated Financial Data

The information required by this Item is incorporated  herein by reference to
Page 6 of the Company's 2000 Annual Report to Shareholders.

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 to
Pages 7 through 11 of the Company's 2000 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
to Page 11 of the Company's 2000 Annual Report to Shareholders.

Item 8.  Financial Statements and Supplementary Data

The information required by this Item is incorporated  herein by reference to
Pages 12 through 27 of the Company's 2000 Annual Report to Shareholders.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.

                                 PART III


Item 10.  Directors and Executive Officers of the Company

Directors.  The information appearing under the caption "Election of
Directors" on Pages 2 through 4 of the Company's Proxy Statement for its
Annual Meeting of Stockholders  to  be  held  on  August 3, 2000 (the "Proxy
Statement") is incorporated herein by reference.

Item 11.  Executive Compensation

The information appearing under the caption "Executive  Compensation"
commencing on Page 10 of the Proxy Statement is incorporated herein by
reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The information appearing under the caption "Security Ownership of Certain
Beneficial Owners of Management" on Pages 5 through 9 of the Proxy Statement
is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

The information appearing under the captions "Certain  Relationships and
Related Transactions" commencing on Page 16 of the Proxy Statement is
incorporated herein by reference.


                                  PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      1.   Financial Statements:

              The following consolidated financial statements of the Company
              and its subsidiaries, which are set forth on Pages 12 through 27
              of the Company's 2000 Annual Report to Shareholders included
              herein as Exhibit 13, are incorporated  herein by reference as
              part of this report.

              Consolidated Balance Sheets as of March 26, 2000 and March 28,
              1999.

              Consolidated Statements of Income for the years ended March 26,
              2000, March 28, 1999 and March 29, 1998.

              Consolidated Statements of Stockholders' Equity for the years
              ended March 26, 2000, March 28, 1999 and March 29, 1998.

              Consolidated Statements of Cash Flows for the years ended March
              26, 2000, March 28, 1999 and March 29, 1998.

              Notes to Consolidated Financial Statements.

              Report of Independent Accountants.

         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.

              4.04         Warrant Agreement dated December 1, 1997 between
                           Benihana and Douglas M. Rudolph.  Incorporated by
                           reference to Exhibit 4.1 to the Company's current
                           report on Form 8-K dated December 1, 1997.


<PAGE>



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

              10.02        Employment Agreement dated May 15, 1995 between
                           Rocky H. Aoki and the Company.  Incorporated by
                           reference to Exhibit 10.03 to the S-4.

              10.03        Employment Agreement dated May 15, 1995 between
                           Joel A. Schwartz and the Company.  Incorporated by
                           reference to Exhibit 10.04 to the S-4.

              10.04        BNC's 1985 Employee's Stock Option Plan.
                           Incorporated by reference to Appendix II to BNC
                           Proxy Statement for its Annual Meeting of
                           Stockholders held on December 11, 1985.
                           Incorporated by reference to Exhibit 10.06 to
                           the S-4.

              10.05        1994 Employees' Stock Option Plan Incorporated by
                           reference to Exhibit 10.07 to the S-4.

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

              10.07        Employment Agreement dated April 1, 1995 between
                           Taka Yoshimoto and BNC.  Incorporated by reference
                           to Exhibit 10.09 to the S-4.

              10.08        Employment Agreement dated January 1, 1995 between
                           Michael R. Burris and the Company.  Incorporated by
                           reference to Exhibit 10.10 to the S-4.

              10.09        Credit Agreement, dated December 1, 1997, among
                           Benihana Inc., its Subsidiaries named as guarantors
                           and First Union National Bank, as Agent for the
                           Lenders.

              10.10        Benihana Administrative 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.

              10.11        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.

              10.12        Amendment dated December 11, 1997 to Employment
                           Agreement dated May 15, 1995 between Rocky H. Aoki
                           and the Company. Incorporated by reference to
                           Exhibit 10.14 to the Company's Annual Report on
                           Form 10-K for the fiscal year ended March 29, 1998.

              10.13        Amendment dated May 18, 1998 to Employment
                           Agreement dated May 15, 1995 and amended December
                           11, 1997 between Rocky H. Aoki and the Company.
                           Incorporated by reference to Exhibit 10.15 to the
                           Company's Annual Report on Form 10-K for the
                           fiscal year ended  March 29, 1998.

              10.14        Amendment dated December 11, 1997 to Employment
                           Agreement dated May 15, 1995 between Joel A.
                           Schwartz and the Company. Incorporated by reference
                           to Exhibit 10.16 to the Company's Annual Report on
                           Form 10-K for the fiscal year ended March 29, 1998.

              10.15        Amendment dated December 11, 1997 to Employment
                           Agreement dated April 1, 1995 between Taka
                           Yoshimoto and Benihana Inc.  Incorporated  by
                           reference to Exhibit 10.17 to the Company's Annual
                           Report on Form 10-K for the fiscal year ended
                           March 29, 1998.

              10.16        Amendment dated December 11, 1997 to Employment
                           Agreement dated January 1, 1995 between Michael R.
                           Burris and Benihana Inc. Incorporated by reference
                           to Exhibit 10.18 to the Company's Annual Report on
                           Form 10-K for the fiscal year ended March 29, 1998.

              10.17        1997 Employees Class A Stock Option Plan.
                           Incorporated by reference to Exhibit A of Benihana
                           Inc.'s Proxy Statement for its Annual Meeting of
                           Stockholders held August 27, 1998.

              10.18        Amendments to the Directors' Stock Option Plan.
                           Incorporated by reference to Exhibit B of Benihana
                           Inc.'s Proxy Statement for its Annual Meeting of
                           Stockholders held August 5, 1999.


<PAGE>



              10.19        Employment Agreement dated October 19, 1998 between
                           Kevin Aoki and the Company.

              10.20        Amendment dated January 25, 2000 to Employment
                           Agreement dated October 19, 1998 between Kevin Aoki
                           and the Company.

              10.21        2000 Employees Class A Common Stock Option Plan.
                           Incorporated by reference to Exhibit A of Benihana
                           Inc.'s Proxy Statement for its Annual Meeting of
                           Stockholders to be held August 3, 2000.

              13.01        Portions of Annual Report to Stockholders for the
                           year ended March 26, 2000.

              22.01        List of Subsidiaries.  Incorporated by reference to
                           Exhibit No. 22.01 to the S-4.

              23.01        Consent of Deloitte & Touche LLP.

              23.02        Consent of Deloitte & Touche LLP.

(b)      Reports on Form 8-K.

         None.


<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, 2000          BENIHANA INC.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on the date indicated above by the following persons
on behalf of the registrant and in the capacities indicated.

Signature                            Title                           Date

/s/ Joel A. Schwartz               President and                 June 15, 2000
--------------------------
Joel A. Schwartz                   Director (Principal
                                   Executive Officer)

/s/ Taka Yoshimoto                 Executive Vice President -    June 15, 2000
--------------------------
Taka Yoshimoto                     Restaurant Operations
                                   and Director

/s/ Michael R. Burris              Senior Vice President of      June 15, 2000
--------------------------
Michael R. Burris                  Finance and Treasurer -
                                   Chief Financial Officer
                                   (Principal Financial and
                                    Accounting Officer)

/s/ Kevin Aoki                      Vice President -             June 15, 2000
--------------------------
Kevin Aoki                          Marketing and Director


/s/ Juan C. Garcia                  Vice President-Controller    June 15, 2000
--------------------------
Juan C. Garcia

/s/ Darwin C. Dornbush              Secretary and Director       June 15, 2000
--------------------------
Darwin C. Dornbush


/s/ John E. Abdo                     Director                    June 15, 2000
--------------------------
John E. Abdo


/s/ Norman Becker                    Director                    June 15, 2000
--------------------------
Norman Becker


/s/ Robert B. Greenberg              Director                    June 15, 2000
--------------------------
Robert B. Greenberg



<PAGE>


                                  Exhibit 10.19

                              EMPLOYMENT AGREEMENT


         AGREEMENT  dated October 19, 1998, by and between  Benihana  Inc.,
a Delaware corporation (the "Company"), and Kevin Aoki (the "Employee").

                                    RECITAL:

         The Company is desirous of employing  Employee and Employee is
desirous of being employed by the Company on the terms and  conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained,  it is hereby  agreed by and  between  the  Company and Employee
as follows:

         1.  Engagement  and Term.  The  Company  hereby  employs  Employee
and Employee  hereby  accepts  such  employment by the Company on the terms
and conditions set forth herein, for a period commencing on November 1, 1998
(the "Effective Date"),  and ending,  unless sooner terminated in accordance
with the provisions of Section 4 hereof, on October 31, 2001 (the "Employment
Period").

         2. Scope of Duties.  Employee shall be employed  by the Company in an
executive capacity as determined by the President and the Board of Directors
of the Company, and will report directly to the President of the Company.  In
such capacity, the Employee shall have such authority, powers and duties
delegated to his by the President and the Board of Directors of the Company.
If elected or appointed, Employee shall also serve, without additional
compensation, in one or more  offices  and,  if and when  elected, as a
director of the Company or any subsidiary  or affiliate of the Company,
provided  that  his  duties  and responsibilities  are not inconsistent with
those pertaining to his position as an executive.  Employee shall faithfully
devote his full  business  time and efforts  so as to  advance  the  best
interests  of  the  Company.  During  the Employment Period, Employee shall
not be engaged in any other business activity, whether or not such business
activity is pursued for profit or other  pecuniary advantage, unless same is
only incidental and is in no  way,  directly  or indirectly, competitive with,
or opposed to the best interests of the Company.

3.       Compensation.
         -------------

                  3.1  Basic Compensation. In respect of services to be
         performed by the Employee during the Employment Period, the Company
         agrees to pay the Employee an annual salary of Eighty Thousand
         Dollars ($80,000.00)("Basic  Compensation"), payable in accordance
         with the Company's customary payroll practices for executive
         employees.

                  3.2  Discretionary Increases.  The Employee shall also be
         entitled to such additional increments and bonuses as shall be
         determined from time to time by the Board of Directors of the
         Company.

                  3.3  Stock  Options.  The Employee will be eligible to
         receive stock options under the Company's stock option plans at the
         discretion of the Stock Option Committee of the Board of Directors of
         the Company in accordance with policies existing at the time of such
         grants.

                  3.4  Other Benefits.

                           (a)  Employee  shall be  entitle to  participate,
                  at Company's expense, in the major medical health insurance
                  plan, and  all  other  health, insurance or other benefit
                  plans applicable generally to executive officers of the
                  Company.


<PAGE>



                           (b) During the  Employment  Period,  Employee will
                  be entitled to paid  vacations and holidays consistent with
                  the Company's  policy  applicable to executives generally.
                  All vacations shall be scheduled at the mutual convenience
                  of the Company and the Employee.

                           (c) The Company will pay up to Two Thousand Dollars
                  ($2,000.00) to defray Employee's actual expenses of
                  relocating his home from Hawaii to Miami, Florida, upon
                  submission of vouchers or other evidence  thereof in
                  accordance with the company's usual policy of expense
                  reimbursement.

4.       Term of Employment.  The provisions of Section 1 of this Agreement
notwithstanding, the Company may terminate this Agreement and Employee's
employment hereunder in the manner and for the causes hereinafter set forth,
in which event the Company shall be under no further obligation to Employee
other than as specifically provided herein

                           (a) If Employee is absent from work or otherwise
                  substantially unable to assume his normal duties for a
                  period of sixty (60) successive days or an aggregate of
                  ninety (90) business days during any consecutive twelve-
                  month period during the Employment Period because of
                  physical or mental disability, accident, illness, or any
                  other cause other than vacation or approved leave of
                  absence, the Company  may thereupon, or anytime thereafter
                  while such absence  or disability still exists, terminate
                  the employment of Employee hereunder upon ten (10) days
                  written notice to Employee.

                           (b) In the event of the death of Employee, this
                  Agreement shall immediately terminate on the date thereof.

                           (c) If Employee  materially  breaches or violates
                  any material term of his employment hereunder, or commits
                  any criminal act or an act of dishonesty or moral turpitude,
                  in the reasonable judgment of the Company's  Board of
                  Directors, then the Company may, in addition to other rights
                  and remedies available at law or equity,  immediately
                  terminate  this Agreement  upon  written  notice to Employee
                  with the date of such notice being the termination date and
                  such  termination being deemed for "cause".

                           (d) In  the  event  Employee's  employment shall be
                  terminated by reason of the provisions of subparagraph (a)
                  or (b) of this Section 4, then in such event, the Company
                  shall pay to  Employee,  if  living,  or other  person or
                  persons as Employee  may from time to time  designate  in
                  writing as the beneficiary of such payment a sum, equal to
                  the  basic compensation  in  effect  at the  time  which
                  such death or disability occurred, such payment to continue
                  for three months after such death or disability.

         5.     Disclosure of Confidential Information and Covenant Not to
Compete.  Employee  acknowledges  that the  Company  possesses  confidential
information, know-how, customer lists, purchasing,  merchandising and selling
techniques and strategies, and other information used in its operations of
which Employee will obtain  knowledge, and that the Company will suffer
serious and irreparable damage and harm if this  confidential information were
disclosed to any other party or if Employee  used this information to compete
against  the  Company.  Accordingly, Employee hereby agrees that except as
required by Employee's duties to the Company, Employee without the consent of
the Company's  Board  of Directors, shall  not at any time  during  or after
the term of this  contract disclose  or  use  any  secret  or  confidential
information  of  the  Company, including,  without  limitation, such business
opportunities, customer lists, trade secrets, formulas, techniques and methods
of which Employee shall become informed  during his employment, whether
learned by him as an Employee of the Company, as a member of its Board of
Directors or otherwise, and whether or not developed by the  Employee, unless
such information  shall be or become public knowledge other than as a result
of the Employee" direct or indirect  disclosure of the same.


<PAGE>



          Employee  further  agrees that for a period of one year  following
the termination  of Employee's  employment,  except as a result of the breach
by the Company of any material term or condition hereof, Employee will not,
directly or indirectly,  alone or with others, individually or through or by
a corporate or other business  entity in which he may be interested as a
partner, shareholder, joint venturer, officer or director or otherwise, engage
in the United States in any  "business  which is  competitive  with  that of
the Company or any of its subsidiaries"  as  hereinafter  defined  within the
"Territory"  as hereinafter defined;  provided,  however,  that the foregoing
shall not be deemed to prevent the ownership by Employee of up to five percent
of any class of  securities  of any  corporation  which  is  regularly  traded
on  any  stock   exchange  or over-the-counter market. For the purpose of this
Agreement, a "business which is competitive with the business of the Company
or any of its subsidiaries", shall include only the  operation or franchise of
restaurants selling  Japanese,  or other Asian food, or  restaurants of a type
then being operated by the Company, or any of its subsidiaries; and the term
"Territory" is defined to mean the area within a five (5) mile  radius of any
restaurant  then  being  operated  by the Company or any of its subsidiaries.

         6.     Reimbursement of Expenses.  The Company shall further pay
directly, or reimburse the Employee, for all other reasonable and necessary
expenses and disbursements  incurred  by  him  for  and  on  behalf  of  the
Company in the performance  of his duties  during the  Employment Period upon
submission  of vouchers  or other  evidence  thereof in  accordance  with the
Company's usual policies of expense reimbursement.

         7.       Miscellaneous Provisions.

                  7.1 Section headings are for convenience only and shall not
         be deemed to govern,  limit,  modify or supersede  the  provisions of
         this Agreement.

                  7.2 This Agreement is entered into in the State of Florida
         and shall be governed pursuant to the laws of the State of Florida.
         If any provision  of this  Agreement  shall  be held by a court of
         competent jurisdiction  to be invalid,  illegal or  unenforceable,
         the remaining provisions hereof shall continue to be fully effective.

                  7.3  This  Agreement  contains  the  entire  agreement  of
         the parties regarding this subject  matter.  There are no
         contemporaneous oral agreements, and all prior understandings,
         agreements, negotiations and representations are merged herein.

                  7.4 This  Agreement may be modified only by means of a
         writing signed by the party to be charged with such modification.

                  7.5 Notices or other  communications  required or permitted
         to be given  hereunder  shall be in writing and shall be deemed duly
         given upon receipt by the party to whom sent at the respective
         addresses set forth  below or to such  other  address  as any party
         shall  hereafter designate to the other in writing delivered in
         accordance herewith:

                  If to the Company:

                           Benihana Inc.
                           8685 N.W. 53rd Terrace
                           Miami, Florida  33166-0120

                  If to Employee:

                           Kevin Aoki
                           232 East 63rd Street
                           New York, New York  10021


<PAGE>



                  7.6 This Agreement shall inure to the benefit of, and shall
         be binding  upon,  the Company,  its  successors  and assigns,
         including, without limitation,  any entity that may acquire all or
         substantially all of the Company's assets and business or into which
         the Company may be  consolidated  or merged.  This  Agreement  may
         not be  assigned by Employee.

                  7.7 This Agreement may be executed in separate counterparts,
         each of which shall constitute the original hereof.

         IN WITNESS  WHEREOF,  the  parties  have set their hands as of the
date first above written.


                                  BENIHANA INC.




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



                                 /s/ Kevin Aoki
                                ----------------------------
                                 Kevin Aoki



<PAGE>


                                  Exhibit 10.20

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


         Amendment No. 1 dated January 25, 2000 to Employment Agreement dated
October 19, 1998 (the "Agreement") by and between Benihana Inc. and Kevin
Aoki.

         Unless  otherwise  defined  herein,  capitalized  terms  shall have
the respective meanings assigned to them in the Agreement.

         The parties agree that the Agreement shall be amended as follows:

         A.       Section 1.1 of the Agreement is hereby amended to read in
                  its entirety as follows:

                           1.1  Subject  to the  terms  and  provisions  of
                  this Agreement, the Company  will  continue to employ the
                  Employee for an extended term continuing until October 31,
                  2002.

         B.       Section 3.1 of the Agreement is hereby amended to read in
                  its entirety as follows:

                           3.1 Basic Compensation.  In respect of services to
                  be performed by the Employee  during the Employment Period,
                  the Company  agrees to pay the  Employee  an annual salary
                  of One Hundred, Ten Thousand Dollars ($110,000.00) ("Basic
                  Compensation"),  payable, commencing  January  1, 2000, in
                  accordance with the Company's  customary payroll practices
                  for executive employees.

         Except as  modified  herein,  the  Agreement  remains in full force
and effect in accordance with its terms without revocation or change.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment
No. 1 as of the date and year first above written.


                                 BENIHANA INC.




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



                                 /s/ Kevin Aoki
                                ----------------------------
                                 Kevin Aoki


<PAGE>


                                  Exhibit 13.01

                             SELECTED FINANCIAL DATA


(In thousands, except per share information)

                                                 Years Ended
                           March 26,  March 28,  March 29, March 30, March 31,
                             2000       1999      1998       1997     1996
                             ----       ----      ----       ----     ----
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:

Total revenues                $137,477   $119,149   $99,757   $85,204  $81,606
Cost of sales                   36,588     30,964    25,894    21,658   21,128
Restaurant operating expenses   78,827     70,387    58,352    51,199   48,636
Store opening costs                566         12       165        47       40
General and administrative
    expenses                     6,663      6,144     5,408     4,217    4,801
Interest expense, net            1,297      1,644     1,076       904    1,226
Minority interest                   81
Income before taxes             13,455      9,998     8,862     7,179    5,775
Net income                       8,733      6,518     5,940     4,947    4,410
Basic earnings
    per common share              1.41       1.06       .96       .81      .73
Diluted earnings
    per common share              1.32       1.02       .93       .77      .70

CONSOLIDATED BALANCE SHEET
DATA:

Total assets                    75,445    $60,868   $58,157   $40,562  $36,257
Long-term debt including
    current maturities          14,646     12,407    16,840     6,543    7,495
Stockholders' equity            43,545     34,699    28,223    22,754   17,326

OTHER FINANCIAL DATA:

EBITDA (1)                      19,100     15,529    12,938    10,510    9,157
Capital expenditures             9,643      7,212     5,079     2,818    2,156



(1)  EBITDA,  or earnings before interest,  taxes on income and depreciation
     and amortization is a common  measurement used by financial  statement
     users to analyze  performance.  EBITDA is not intended to represent cash
     flow from operations as defined by generally accepted  accounting
     principles and may not be comparable among different companies.



<PAGE>


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

Overview of Fiscal 2000

The Company finished fiscal 2000 with record revenues,  net income, and
earnings per  share.  Revenues  totaled  $137,477,000  in  fiscal  2000  as
compared  to $119,149,000  in fiscal 1999 and  $99,757,000 in fiscal 1998. Net
income totaled $8,733,000  in  fiscal  2000 as  compared  to  $6,518,000  in
fiscal  1999  and $5,940,000 in fiscal 1998.  Diluted earnings per share for
fiscal 2000 was $1.32 as compared to $1.02 in fiscal 1999 and $.93 per share
in fiscal 1998.

During fiscal 2000, the Company  completed the  acquisition of 80% of the
equity of Haru Holding  Corp. ("Haru").  Haru operates  successful  high
quality sushi restaurants.  Haru currently owns and operates two sushi
restaurants in New York City. Additionally,  as part of the acquisition, the
Company acquired the rights to a lease for a third Haru  restaurant  under
construction in the Times Square area of Manhattan.

The Company  continues to benefit from an overall strong economy and the
growing popularity to the Company's concept and sushi products.  Sushi is
offered at all of the Company's traditional restaurants at either separate
sushi bars or at the teppanyaki  grills  and is  featured  at the  Company's
Sushi  Doraku  and Haru restaurants.

The  Company's  revenues  consist of sales of food and  beverages in each of
the owned  restaurants and franchise fees and royalties  received from
franchisees.  Cost of food and beverage sales  represents  the direct cost of
the ingredients for the prepared food and beverages sold.  Restaurant expenses
consist of direct and  indirect  labor,  occupancy  costs,  advertising  and
other costs that are directly attributed to each restaurant location.

Restaurant revenues and expenses are dependent  upon a  number of factors
including  the number of  restaurants  in  operation,  restaurant  patronage
and average check amounts. Expenses are dependent upon the costs of food
commodities and of  beverages  sold,  average wage rates,  marketing  costs
and the costs of interest and administering restaurant operations.

Management's Outlook

The Company has benefited  and continues to benefit from a healthy  economy
over the past several  years and from changes in  demographic  trends,  both
of which leads to an increased frequency for people dining out. However,
diners have more choices to spend their food dollars at a variety of
restaurant concepts and at a growing  number of  additional  restaurant
locations opened by the  Company's competitors.  The competitive environment
requires  that the Company  provide outstanding value to its customers.
Management believes that an emphasis on its unique  presentation  and quality
customer  service will increase  their return frequency  and that the
consumer  will accept higher menu prices along with the enhanced dining
experience.

The Company is accelerating  its new store  development and currently has
signed leases for seven new  restaurant locations.  Three of these restaurants
will operate as traditional  Benihana  restaurants,  two will operate as Sushi
Doraku restaurants  (Benihana's  kaiten sushi concept) and two restaurants
will operate as Haru  restaurants.  New  restaurant  units  typically  have
increased  costs associated with pre-opening  expenses such as employee
relocation and training, advertising, and other costs. So while a new
restaurant unit generally has lower operating  results than restaurants with
more established locations, it is the Company's experience that profitability
generally  improves over time and we believe  that  investment  spending  in
additional  restaurant  units  adds  to long-term  shareholder  value. The
Company also anticipates that five additional franchised  units will open in
fiscal 2001,  in San Antonio,  in  Milwaukee,  in Nashville and two in
Caracas, Venezuela.  However, because of factors discussed in the Forward-
Looking Information  section,  there can be no assurances  that anticipated
growth in restaurant  units or  comparable  same store  sales will result.

Revenues

The  amounts of  revenues  and the  changes in amount and  percentage change
in amount of revenues  from the  previous  fiscal  year are shown in the
following tables (in thousands):
                                                 YEAR ENDED MARCH
                                           2000        1999        1998
                                           ----        ----        ----

Restaurant sales                         $136,389    $118,351     $99,062
Franchise fees and royalties                1,088         798         695
                                       ------------ ------------ ----------

Total Revenues                           $137,477    $119,149     $99,757
                                         ========    ========     =======


<PAGE>


                                                      YEAR ENDED MARCH
                                                 2000       1999        1998
                                                 ----       ----        ----
Amount of change in total revenue from
    the previous year                           $18,328    $19,392    $14,553

Percentage change from the previous year           15.4%      19.4%      17.1%

Percentage growth in comparable restaurant sales   10.6%       7.8%       8.5%

Year  ended  March 26,  2000  compared  to March 28,  1999 --  Restaurant
sales increased  $18,038,000  over fiscal 1999. The  acquisition  of Haru
represented $2,599,000 of the increase. Increased revenues at restaurants
opened longer than one year represented $12,385,000 of the sales increase.

Customer  counts  increased to 5,962,000  (12.8%) over the prior year.
Customer counts  increased by 54,000 from the  acquisition  and by 481,000
from increased traffic at restaurants  opened longer than a year. The
increasing  popularity in the  Company's  concepts,  along  with  the  Haru
acquisition  resulted  in the increased  patronage.  The average overall check
amount increased 1.3% to $22.68 from $22.39.

The average  dinner check  amount was $25.47 in 2000  compared to $25.06 in
1999 and the  average  lunch  check  amount was $14.07 in 2000  compared to
$13.71 in 1999.

Revenue  from  franchising  activities  increased  $290,000  or  36.3%  from
the previous year as a result of the opening of two new franchised restaurants
in Lima,  Peru and  Anchorage,  Alaska  and  increased  royalties as a result
of increased sales by franchisees.

Year  ended  March 28,  1999  compared  to March 29,  1998 --  Restaurant
sales increased  $19,289,000  during the year and franchise revenues exceeded
fiscal 1998 by  $103,000.  The  acquisition of Rudy's represented $9,911,000
of the increase. Increased revenues at Benihana restaurants opened longer than
one year represented  $6,971,000 of the sales increase.  The Company's two new
units, the traditional Benihana in Ontario,  California and the Sushi Doraku
by Benihana in Fort  Lauderdale,  contributed  $1,618,000 to the increase.
The Benihana  Grill units had increased overall sales of $789,000.

Customer counts increased to 5,285,000 (19.1%) from the previous fiscal year.
Of this increase,  7.3% represents  increased traffic at Benihana  restaurants
open over one year.  The remainder is the result of the  acquisition  and the
two new restaurants.  The average check amount increased  slightly to $22.39
from $22.32 in 1998.  Management was successful in its efforts to increase the
average check amount 6% at the  Benihana  Grill  units to  improve  their
profitability.  The average  check amount at the acquired  units when they
were  purchased was lower than the Company's Benihana units. As the units were
converted, menu prices were increased  to reflect the  improvements  made in
food  quality and  standards of service.

The average  dinner check  amount was $25.06 in 1999  compared to $24.79 in
1998 and the  average  lunch  check  amount was $13.71 in 1999  compared to
$13.54 in 1998.

Revenue from  franchising  activities  increased  14.8% as a result of
increased sales of franchisees.

Costs and Expenses

Cost of restaurant  food and beverage sales,  which are generally  variable
with sales, directly increased with changes in revenues for each of the fiscal
years.  The following table reflects the proportion  that the various elements
of costs and expenses bore to sales and the changes in amounts and percentage
changes in amounts from the previous fiscal year.


<PAGE>


                                                       YEAR ENDED MARCH
COST AS PERCENTAGE OF RESTAURANT SALES:          2000         1999       1998
                                                 ----         ----       ----
Cost of food and beverage sales                  26.8%        26.1%      26.1%
Restaurant operating expenses                    57.8%        59.5%      58.9%
Store opening costs                                .4%          .0%        .2%
General and administrative expenses               4.9%         5.2%       5.5%

AMOUNT OF CHANGE FROM PREVIOUS
YEAR (IN THOUSANDS):
Cost of restaurant food and beverage sales   $  5,624     $  5,070      $4,236
Restaurant operating expenses                $  8,440     $ 12,035      $7,153
Store opening costs                          $    554     $   (153)     $  118
General and administrative expenses          $    519     $    736      $1,191
Interest expense, net                        $   (347)    $    568      $  172

Percentages increase (decrease):
Cost of restaurant food and beverage sales       18.2%        19.6%      19.6%
Restaurant operating expenses                    12.0%        20.6%      14.0%
Store opening costs                           4,616.7%       (92.7%)    251.1%
General and administrative expenses               8.4%        13.6%      28.2%
Interest expense, net                           (21.1%)       52.8%      19.0%

Year ended  March 26,  2000  compared  to March 28,  1999 - The cost of food
and beverage  increased in total dollar amount and when expressed as a
percentage of sales. The increase in cost of sales is a result of increases
in customer counts and from higher  commodity  costs,  principally beef costs
in the current fiscal year.

Restaurant expenses increased in total amount, but decreased when expressed as
a percentage  of sales.  The increase in absolute  amount is a result of
increased expenses  from  the two Haru  restaurants.  The  decrease  when
expressed  as a percentage  of sales is due to the fixed nature of certain
restaurant  expenses coupled with the increase in sales.

Store  opening  costs  increased by $554,000 in the current  year and
represent costs incurred for new restaurant properties under construction.
These costs may increase as the Company continues to develop new restaurant
properties.

General and  administrative  expenses  increased  in total  dollar  amount,
but decreased when expressed as a percentage of sales.  The increase is
attributable to the  amortization  of goodwill from the Haru  acquisition and
from additional administrative  expenses  relating to the Haru  operations.
The  decrease  when expressed as a percentage of sales is due to the fixed
nature of certain general and administrative expenses coupled with the
increase in sales.

Interest expense, net, decreased by $347,000 compared to the preceding year.
The decrease  is  attributable  to a decrease in average  outstanding  debt
from the prior year.

Year ended  March 28,  1999  compared  to March 29, 1998 -- The cost of food
and beverage sales held constant as a percentage of sales at 26.1%.

Restaurant  expenses  increased  by  $7,242,000  from  the  additional
expenses associated with the units acquired with the Rudy's Restaurant Group
acquisition.  Restaurant  expenses also increased as a result of increased
customer counts and from the full year effect of increases in the minimum
wage.

General and  administrative  expenses  decreased as a percentage  of sales.
The total dollar amount increased, however, from additional salaries for newly
hired key  employees  and from  normal  increases  in  compensation.
Amortization  of goodwill  from the Rudy's  acquisition  represented  $349,000
of the increase in general and administrative expenses.

Interest  expense,  net  increased by $568,000  over the  preceding  year.
This increase results from borrowings made to acquire Rudy's.

Income Taxes

The Company's  effective tax rate  increased to 35.1% in 2000 from 34.8% in
1999 and 33.0% in 1998.  The  increase  from 1998 to 1999 reflects increased
state income taxes.


<PAGE>


Liquidity and Capital Resources

The Company does not require significant amounts of inventory or receivables,
and, as is typical of many  restaurant  companies,  the Company does not have
to provide  financing for such assets and operates with a working capital
deficit.  Cash flow provided  from  operations  has been  sufficient to meet
the Company's financial  obligations  as they come due. Cash required to
provide for expansion either through  acquisition or new store  development
has been met by borrowings on the  Company's  existing  line of credit or its
master  lease  facility.  The Company requires capital principally for the
construction and development of new restaurants,  acquisitions of other
restaurant businesses, and the refurbishment of existing restaurant units.

                                               March 26, 2000   March 28, 1999
Cash provided by operating activities              $15,811           $12,726
Cash used in investing activities                  (18,109)           (7,230)
Cash provided by (used in) financing activities      1,779            (4,981)
                                                   --------          ---------
                                                   $  (519)          $   515
                                                  ==========         =========

Operating Activities

Net cash  provided by  operating  activities  increased  in the current  year
by $3,084 over the prior year. The increase is mostly  attributable  to an
increase in net income and increased depreciation and amortization.

Investing Activities

During the current year,  the Company  purchased 80% of Haru for a cash
purchase price of $8.4 million.  The acquisition was financed largely from
a draw-down on the existing line of credit.

Expenditures  for  property  and  equipment  increased  in the current year
when compared to the prior year as a result of new restaurants under
development.

The Company is developing three new restaurants to operate as traditional
Benihana restaurants in Monterey and Santa  Monica, California and Wheeling,
Illinois.  Two additional new restaurants are currently under construction
and will be operated under the Company's Sushi Doraku by Benihana concept in
Miami Beach and Chicago, and are scheduled to open in the summer of 2000. Two
new Haru restaurants are currently under construction in Manhattan.  The total
estimated remaining  costs  to  construct  these  restaurants are $10,000,000,
of which approximately  $4,000,000  is to be  financed  under  a  master lease
facility described  below.  The remaining costs to develop these new
restaurant units are expected to be financed from operating cash flow.

Financing Activities

In December 1997, the Company  negotiated a credit agreement with First Union
National Bank consisting of a $12,000,000 term loan and a $15,000,000
revolving line of credit.  Interest under the credit agreement  accrues, at
the Company's option,  at  either  prime  rate  plus a margin  up to 1.0% or
at LIBOR plus an interest  rate margin up to 2.25%.  The applicable interest
rate margin varies with  the  Company's  leverage  ratio  (defined as EBITDA
divided by funded indebtedness).  The term loan  principal  is payable at a
rat of 250,000 per quarter  through March 31, 2000;  $500,000 per quarter
beginning June 30, 2000 through March 31, 2002; and $750,000 per quarter
beginning June 30, 2002 through March 31,  2004.  The  revolving  line of
credit matures in 2004.  The  credit agreement  restricts the Company from
making dividend payments and purchases of the  Company's   common   equity
and  limits  the amount  of  annual   capital expenditures.  Furthermore,
the credit agreement also requires the Company to achieve  certain  ratios of
operating cash flow to debt and  other  financial benchmarks.  As of March 26,
2000, the Company had available  $11,000,000  under the revolving line of
credit facility.

In September 1999, the Company entered into a $25,000,000  master lease
pursuant to an agreement  with its principal  bank lender,  First Union
National Bank and two other banks,  for the purpose of financing  property
and construction of new restaurants.  Under the agreement, a grantor trust
purchases properties selected by the Company, finances all of the construction
costs and leases the facilities to the Company upon their completion.  The
initial term of the lease is for five years  and  the  lease  can be  renewed
upon  approval  by all  parties  to the transaction.  The Company  accounts
for the lease as an operating  lease.  Upon maturity, the Company retains the
option to purchase all of the properties owned by the trust. However, if the
Company elects not to purchase the properties, the Company provides a residual
guaranty for the leased facilities and is liable for the decline in market
value of the leased  facilities  in an amount of less than 90% of the cost of
the property at the  inception of the lease  inclusive of the present value of
lease payments.  The Company must also maintain compliance with financial
covenants similar to its credit facilities.  As of March 26, 2000, the
Company had available $24,600,000 under the master lease facility.


<PAGE>


Management believes that the amount available under the master lease
agreement, along with the revolving facility, together with internally
generated funds from operations,   provide   sufficient  cash  resources
for anticipated capital improvements as well as construction of new
restaurants.

Seasonality and Quarterly Results

The Company  operates on a 52/53 week fiscal year; the first quarter consists
of 16 weeks and the remaining three quarters  consist of 12 weeks, except that
the fourth  quarter  will have 13 weeks when the entire  fiscal year  consists
of 53 weeks. Fiscal year 2001 will have 53 weeks.

Although the Company's  business is not highly seasonal,  the Company does
enjoy greater than normal customer  traffic on certain days of the year:
Mother's Day falls in the first  quarter, Christmas Day and New Year's Eve
fall in the third quarter and Valentine's Day falls in the fourth quarter.

Forward-Looking Information

This annual report contains various "forward-looking statements" which
represent management's  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,   without
limitation,   changes  in consumer  dining  preferences, fluctuation in
commodity prices, availability of qualified employees, changes in the general
economy and industry cyclicality, changes in consumer  disposable income,
competition  within the restaurant  industry,  availability of suitable
restaurant locations, 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 and other factors.

Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in interest rates on debt
and changes in commodity prices. A discussion of the Company's accounting
policy for derivative  financial  instruments  is included  in the Summary of
Significant Accounting Policies in the notes to the consolidated financial
statements.

The  Company's  net  exposure to interest  rate risk  consists of floating
rate borrowings  that are benchmarked to US and European  short-term  interest
rates.  The Company may from time-to-time  utilize interest rate swaps to
manage overall borrowing costs and reduce  exposure to adverse  fluctuations
in interest rates.  The Company does not use  derivative  instruments  for
trading  purposes and the Company  has a policy to that  effect.  At March 26,
2000,  the  Company  had a financial  derivative with a notional amount of
$4,598,000 against floating rate debt of $14,250,000.  A one percentage point
interest charge on the outstanding balance of the variable rate debt as of
March 26, 2000 would not be material.

The Company  purchases  certain  commodities such as beef,  chicken and
seafood.  These  commodities  are  purchased  based upon market  prices
established  with vendors.  The Company  does not use  financial  instruments
to hedge  commodity prices  because these  purchase  arrangements  help to
control the ultimate cost paid and any cost aberrations have historically
been short term in nature.


<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

 (In thousands, except per share information)

Year ended                              March 26,      March 28,     March 29,
                                          2000           1999          1998


Revenues

Restaurant sales                        $136,389       $118,351       $99,062
Franchise fees and royalties               1,088            798           695

Total revenues                           137,477        119,149        99,757


Costs and Expenses

Cost of food and beverage sales           36,588         30,964        25,894
Restaurant operating expenses             78,827         70,387        58,352
Store opening costs                          566             12           165
General and administrative expenses        6,663          6,144         5,408
Interest expense, net                      1,297          1,644         1,076
Minority interest                             81

Total costs and expenses                  124,022       109,151        90,895


Income from operations before income taxes 13,455         9,998         8,862
Income tax provision                        4,722         3,480         2,922


Net Income                            $     8,733      $  6,518      $  5,940


Earnings Per Share

Basic earnings per common share       $      1.41      $   1.06      $    .96
Diluted earnings per common share     $      1.32      $   1.02      $    .93


See notes to consolidated financial statements



<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 (In thousands, except share and per share information)

                                                        March 26,    March 28,
                                                          2000         1999
                                                         --------    --------
Assets
Current assets:
     Cash and cash equivalents                          $  1,165     $  1,684
     Receivables(net of allowance for
       doubtful accounts of $35 in 1999)                     481          269
     Inventories                                           3,613        3,106
     Prepaid expenses                                        765          635

Total current assets                                       6,024        5,694

Property and equipment, net                               43,564       37,128
Deferred income taxes, net                                 3,290        3,385
Goodwill, net                                             17,302       12,150
Other assets                                               5,265        2,511


                                                         $75,445      $60,868

Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable and accrued expenses               $14,552      $10,497
     Current maturity of bank debt                         1,750        1,000
     Current maturity of other long-term debt                251          735
     Current maturities of obligations
         under capital leases                                629          563

Total current liabilities                                 17,182       12,795

Long-term debt - bank                                     12,500       10,250
Long-term debt - other                                       145          422
Obligations under capital leases                           2,073        2,702

Stockholders' Equity:
Series A Redeemable Convertible Preferred stock
  - $1.00 par value; authorized - 5,000,000 shares;
  issued and outstanding - 700 shares in 2000 and 1999          1           1
Common stock - $.10 par value; convertible into Class
  A Common; authorized - 2,000,000 shares; issued and
  outstanding - 3,576,616 and 3,571,616 shares in 2000
  and 1999, respectively                                      358         357
Class A Common stock - $.10 par value; authorized -
  20,000,000 shares; issued and outstanding -
  2,580,202 and 2,563,443 shares in 2000 and 1999,
  respectively                                                258         256
 Additional paid-in capital                                14,756      14,604
 Retained earnings                                         28,288      19,597
 Treasury stock - 9,177 shares at cost                       (116)       (116)

Total stockholders' equity                                 43,545      34,699


                                                          $75,445     $60,868

See notes to consolidated financial statements


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except share information)

<TABLE>
<CAPTION>


                                                           Class A  Additional                     Total
                                       Preferred  Common   Common   Paid-in   Retained  Treasury  Stockholders'
                                         Stock     Stock    Stock   Capital   Earnings   Stock    Equity
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>      <C>     <C>       <C>       <C>       <C>
Balance, March 30, 1997                  $   2     $ 356    $ 252   $14,978   $ 7,282   $ (116)   $22,754
  Net income                                                                    5,940               5,940
  Dividend on preferred stock                                                     (93)                (93)
  Fair market value of warrant issued
   in connection with the acquisition
   of Rudy's                                                            563                           563
   Redemption of preferred stock            (1)                        (999)                       (1,000)
   Issuance of 14,913 shares of common
     stock under exercise of options                    1                58                            59
---------------------------------------------------------------------------------------------------------------

Balance, March 29, 1998                      1        357     252    14,600    13,129    (116)     28,223
     Net income                                                                 6,518               6,518
     Dividend on preferred stock                                                  (50)                (50)
     Conversion of 300 shares of preferred
        stock into 45,113 shares of Class A
        common stock                                            4       (4)
     Issuance of 500 shares of common stock
        under exercise of options                                        2                             2
     Issuance of 867 shares of Class A common
        stock under exercise of options                                  6                             6
---------------------------------------------------------------------------------------------------------------

Balance, March 28, 1999                       1        357    256   14,604     19,597    (116)    34,699
     Net income                                                                 8,733              8,733
     Dividend on preferred stock                                                  (42)               (42)
     Issuance of 5,000 shares of common stock
        under exercise of options                                       16                            16
     Issuance of 16,109 shares of Class A
        common stock under exercise of options                  2      136                           138
     Issuance of 650 shares of Class A common
        stock for incentive compensation                 1                                             1
---------------------------------------------------------------------------------------------------------------

Balance, March 26, 2000                     $  1      $358  $ 258  $14,756    $28,288   $(116)   $43,545
---------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.



<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
<TABLE>
<CAPTION>

                                                                              March 26,         March 28,      March 29
                                                                                2000              1999           1998
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>               <C>            <C>
Operating Activities:
     Net income                                                                $ 8,733           $6,518         $5,940
     Adjustments to reconcile net income to net cash
          provided by operating activities:
       Depreciation and amortization                                             4,349            3,887          3,000
       Issuance of common stock for incentive compensation                           9
       Deferred income taxes                                                        95              396          1,043
       Change in operating assets and liabilities that provided (used) cash:
         Receivables                                                              (212)             116            233
         Inventories                                                              (417)             662           (264)
         Prepaid expenses                                                         (111)             123            135
         Other assets                                                             (534)            (150)          (494)
         Accounts payable and accrued expenses                                   3,899            1,174          1,652
-----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                       15,811           12,726         11,245
-----------------------------------------------------------------------------------------------------------------------

Investing Activities:
     Business acquisition, net of cash acquired                                 (8,445)                        (19,138)
     Expenditures for property and equipment                                    (9,643)          (7,212)        (5,079)
     Other                                                                         (21)             (18)            (1)
-----------------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities                                        (18,109)          (7,230)       (24,218)
-----------------------------------------------------------------------------------------------------------------------

Financing Activities:
     Preferred stock redeemed                                                                                   (1,000)
     Dividends paid on preferred stock                                            (42)              (50)           (93)
     Proceeds from issuance of long-term debt                                   7,700                           18,000
     Repayment of long-term debt and obligations under
        capital leases                                                         (6,024)           (4,939)        (9,867)
     Proceeds from issuance of common stock                                       145                               59
Conversion of preferred stock                                                                         8
-----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                             1,779            (4,981)         7,099
-----------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                             (519)              515         (5,874)
Cash and cash equivalents, beginning of year                                    1,684             1,169          7,043
-----------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                                       $  1,165           $ 1,684         $1,169
-----------------------------------------------------------------------------------------------------------------------
Supplemental Cash Flow Information Cash paid during the fiscal year for:
   Interest                                                                  $  1,087           $ 1,159         $  860
   Income taxes                                                              $  3,815           $ 2,992         $2,804
-----------------------------------------------------------------------------------------------------------------------
Noncash investing and financing activities:
   Fair market value of warrant issued                                                                          $  563
   Non-competition agreement                                                                                    $  684
-----------------------------------------------------------------------------------------------------------------------
Business acquisitions, net of cash acquired:
   Fair value of assets acquired, other than cash                            $  2,830                           $8,888
   Liabilities assumed                                                           (157)                          (2,577)
   Purchase price in excess of the net assets acquired                          5,772                           12,827
-----------------------------------------------------------------------------------------------------------------------
                                                                             $  8,445                          $19,138
-----------------------------------------------------------------------------------------------------------------------

During the fiscal year ended March 28, 1999, 300 shares of Preferred  stock
were converted into 45,113 shares of Class A Common Stock

See notes to consolidated financial statements
</TABLE>


<PAGE>


BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 26, 2000, MARCH 28, 1999 AND MARCH 29, 1998

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Business - Benihana Inc. owns and operates 53 Japanese teppanyaki-
         style and sushi restaurants and franchises  thirteen others.  The
         Company has the rights to open, license and develop  Benihana
         restaurants  in the United States, Central and South America and the
         Caribbean islands.

         Fiscal Year - The  Company's  fiscal year is a 52/53 week year.  All
         of the years presented in these financial statements consist of 52
         weeks.

         Operating Segments - The Company operates within only one reportable
         operating segment.

         Principles of  Consolidation - The  consolidated  financial
         statements include  the  assets,  liabilities  and  results of
         operations  of its majority-owned  subsidiaries.  The ownership of
         other interest  holders including  attributable  income and losses
         is reflected as minority interests.  In consolidation, significant
         intercompany  accounts and transactions are eliminated.

         Use  of  Estimates  -  The  preparation  of  financial   statements
         in conformity with generally accepted accounting  principles requires
         that management  make  estimates  and  assumptions  that affect the
         reported amounts  of  assets  and  liabilities  at the  date of the
         financial statements and the reported  amounts of revenue and
         expenses during the reporting  period.  Actual amounts and results
         could differ from those estimates.

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

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

         Depreciation  and  Amortization -  Depreciation  and  amortization
         are computed by the  straight-line  method over the  estimated
         useful life (buildings - 30 years; restaurant furniture, fixtures and
         equipment - 8 years;  office equipment - 8 years;  personal
         computers, software and related  equipment - 3 years;  and
         leaseholds - lesser of the lease terms, including renewal options,
         or useful life).  Goodwill is being amortized on a straight-line
         basis over a 25 year period for the Rudy's acquisition  and over a
         15 year  period for the Haru  acquisition, the estimated  benefit
         period  for  each  of the businesses acquired.  Accumulated
         amortization of goodwill was $1,308,000 at March 26, 2000.

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

         Accounting  for  Long-Lived  Assets  - The  Company  evaluates  its
         net investment  in  restaurant   properties  and  goodwill  for
         impairment whenever events or changes in circumstances  indicate that
         the carrying amounts  of an  asset may not be recoverable.  During
         the  periods presented, no such impairment had occurred.

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

         Derivative  Instruments  - From  time to  time,  the  Company
         utilizes interest rate swaps to hedge its exposure to  fluctuations
         in variable interest rates. The Company recognizes the interest
         differential to be paid or received on an interest  rate swap as an
         adjustment to interest expense as the differential  occurs. If the
         Company was to terminate an interest rate swap, any gain or loss
         realized upon termination would be deferred and amortized to interest
         expense over the remaining  term of the  underlying  debt  instrument
         it was intended to modify or would be recognized  immediately if the
         underlying  debt instrument were settled prior to maturity.

         Stock-Based  Compensation  - The Company  applies the intrinsic value
         method in accounting for stock options.  Accordingly, compensation
         cost for stock  options is  measured  as the  excess,  if any, of the
         quoted market  price of the  Company's  stock  at the  date of grant
         over the amount an employee must pay to acquire the stock.

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

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

                                                          March 26,      March 28,      March 29,
                                                             2000            1999          1998
                                                          -----------    -----------    ---------
         <S>                                              <C>              <C>            <C>
         Income from operations                           $8,733           $6,518         $5,940
         Less preferred dividends                            (42)             (50)           (93)
                                                          ---------       ---------      ---------
         Income for computation of basic
           earnings per common share                       8,691            6,468          5,847
         Convertible preferred dividends                      42               50             93
                                                          ---------      ---------      ---------
         Income for computation of diluted
           earnings per common share                      $8,733           $6,518         $5,940
                                                          ======           ======         ======

         Weighted average number of common
           shares used in basic EPS                        6,147            6,105          6,080
         Effect of dilutive securities:
           Stock options and warrants                        384              180             86
           Convertible preferred shares                      105              134            233
                                                          --------        --------       --------
         Weighted average number of common
           shares and dilutive potential common
           shares used in diluted EPS                      6,636            6,419          6,399
                                                           =====          =======         =======
</TABLE>

         New  Accounting  Standards  Not Yet  Adopted - In June  1998,  FAS
         133, "Accounting for Derivative Instruments and Hedging Activities"
         was issued.  The new statement  requires all  derivatives to be
         recorded on the balance sheet at fair value and  establishes  new
         accounting  rules for hedging instruments. The statement is effective
         for years beginning after June 15, 2000.  Company  management  is
         assessing the impact this statement will have on the consolidated
         financial statements,  but does not currently believe it will be
         material.

         Reclassifications - Certain prior year amounts have been reclassified
         to conform to the fiscal year 2000 presentation.

2.       BASIS OF PRESENTATION AND ACQUISITION

         The  Company's  financial   statements  and  the  discussion  and
         data presented  below reflect the  acquisition  by the Company of 80%
         of the equity of Haru Holding  Corp.  ("Haru") on December 6, 1999.
         Haru owns and operates two sushi restaurants in New York City.  The
         purchase price paid in cash at closing was approximately $8.4
         million.  The acquisition has been accounted for using the purchase
         method of accounting and the operating results of Haru have been
         included in the Company's current fiscal year consolidated statement
         of operations  since the date of acquisition.   The  ownership  of
         the minority  interest  including attributable income and losses is
         reflected as minority interest.  The excess of the purchase price
         over the acquired tangible and intangible net assets of approximately
         $5.8 million has been allocated to goodwill and is being  amortized
         on a  straight-line  basis  over  15  years.  Additionally, lease
         acquisition  costs of $2.1 million  relating to a lease for a Haru
         restaurant  location  in the  Times  Square  area of Manhattan  were
         included in the purchase  price.  The costs to acquire this lease is
         amortized on a straight-line  basis over the remaining 14 years
         balance of the lease term.


<PAGE>


         The following unaudited pro forma financial information gives effect
         to the acquisition as if the acquisition had occurred as of the
         beginning of the fiscal years  presented.  This pro forma  financial
         information reflects  certain  adjustments such  as:  amortization
         of  goodwill, interest expense on additional bank borrowings, and
         related income tax effects.

         (In thousands, except per share information)
<TABLE>
<CAPTION>

                                                          March 26,                     March 28,
                                                            2000                          1999
                                                          -----------                   ---------
                                                          (Unaudited)                   (Unaudited)
         <S>                                              <C>                           <C>
         Restaurant Sales                                 $142,066                      $125,336
         Net Income                                       $  8,808                      $  6,593
         Basic earnings per common share                  $   1.43                      $   1.07
         Diluted earnings per common share                $   1.33                      $   1.03
</TABLE>

         These pro forma results are not necessarily indicative of what
         actually would  have  occurred  if the  acquisition had taken place
         as of the beginning of the fiscal years presented.

         On December 1, 1997, the Company acquired Rudy's Restaurant Group,
         Inc. ("Rudy's"), a company that owns nine  teppanyaki-style Japanese
         theme restaurants  similar to those owned by the  Company.  The
         Company  paid approximately $20,000,000  and  issued a warrant to
         purchase  200,000 shares of the  Company's  Class A Common Stock at
         $8.00 per share.  The excess of the  purchase price over the tangible
         and  intangible  net assets  acquired of  approximately  $13 million
         has been  allocated  to goodwill.

3.       FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company has estimated the fair value of financial  instruments
         that are included as assets and liabilities in the accompanying
         consolidated balance  sheets.  The estimated  fair value has been
         determined by the Company using available  market  information and
         appropriate valuation methodologies.   However, considerable judgment
         is  required in interpreting data to develop such estimates.
         Accordingly, the estimates presented herein are not necessarily
         indicative of the amounts that the Company  could  realize  in a
         current  market  exchange.  The  use  of different market assumptions
         could have a material effect on estimated fair  value.  The carrying
         value  and  estimated  fair  value  of the financial instruments
         held by the  Company  as of March 26, 2000 and March 28, 1999 are as
         follows (in thousands):
<TABLE>
<CAPTION>

                                                                March 26, 2000                March 28, 1999
                                                          -------------------------     --------------------
Estimated                                                 Carrying      Estimated       Carrying
                                                          Fair Value      Value         Fair Value       Value
         <S>                                              <C>           <C>              <C>          <C>
              Receivables                                 $    567      $    563         $    430     $    422
              Cash surrender value of officer's
                  life insurance                          $    345      $    345         $    324     $    324

         Financial liabilities
              Bank and other indebtedness                 $ 14,673      $ 14,646         $ 12,636     $ 12,407

</TABLE>

         The following  methods and  assumptions  were used to estimate the
         fair value of the  Company's  financial  instruments for  which it
         was practicable to estimate that value:

         Cash and cash equivalents
              The  carrying  value   approximates  fair  value  because  of
              the short-term nature of the instruments.

         Receivables
              The carrying value approximates the fair value of current
              receivables because of the short-term nature of these
              instruments.  The fair value of long-term  receivables  was
              estimated  based on discounted cash flows expected to be
              received using interest rates at which similar loans are made
              to borrowers with similar credit ratings.


<PAGE>


         Cash surrender value of officer's life insurance
              The  carrying  value  approximates  the fair value  because of
              the fixed nature of the life insurance contract.

         Long-term debt
              The fair value of outstanding  borrowings under its long-term
              debt agreement approximates the carrying value since the
              interest rate floats subject to market  conditions.  The value
              of the interest rate swap agreement  included  in the fair
              value of the debt was obtained from dealer quotes which
              represent the estimated  amount the Company would receive or
              pay to terminate the agreement taking into consideration
              current market interest rates.

<TABLE>
<CAPTION>

4.       INVENTORIES

              Inventories consist of (in thousands):

                                                                     March 26,          March 28,
                                                                        2000               1999
                                                                     ----------          -------
              <S>                                                    <C>                <C>
              Food and beverage                                      $1,450             $1,147
              Supplies                                                2,163              1,959
                                                                     -------            -------

                                                                     $3,613             $3,106
                                                                     ======             ======
</TABLE>
<TABLE>
<CAPTION>

5.       PROPERTY AND EQUIPMENT

              Property and equipment consist of (in thousands):

                                                                     March 26,          March 28,
                                                                       2000               1999
                                                                     ----------         --------
              <S>                                                    <C>                <C>
              Land                                                   $ 5,925            $  5,925
              Buildings                                               11,924              11,373
              Leasehold improvements                                  35,385              32,744
              Restaurant furniture, fixtures, and equipment           17,592              17,753
              Restaurant facilities and equipment under
                     capital leases                                    7,638               7,638
                                                                     --------           ---------
                                                                      78,464              75,433

              Less  accumulated  depreciation  and  amortization  (Including
                 accumulated amortization of restaurant facilities and
                 equipment under capital leases of $6,508 and $6,203
                 in 2000 and 1999, respectively)                       41,842             39,648
                                                                     --------           --------
                                                                       36,622             35,785
              Construction in progress                                  6,942              1,343
                                                                     ---------          ---------

                                                                      $43,564            $37,128
                                                                      =======            =======
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


6.       OTHER ASSETS

              Other assets consist of (in thousands):

                                                                     March 26,         March 28,
                                                                         2000              1999
                                                                      -----------      --------
              <S>                                                    <C>               <C>
              Lease acquisition costs, net                           $  2,683          $    368
              Premium on liquor licenses                                  961               923
              Security deposits                                           545               235
              Long-term receivables                                       181               161
              Computer software costs, net                                291               150
              Deferred financing charges, net                             259               322
              Cash surrender value of
                 life insurance policy                                    345               324
              Other                                                                          28
                                                                     -------------     ----------

                                                                     $  5,265           $ 2,511
                                                                     ========           =======
</TABLE>
<TABLE>
<CAPTION>

7.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

                                                                     March 26,         March 28,
                                                                         2000              1999
                                                                      ----------       --------
              <S>                                                    <C>               <C>
              Accounts payable                                       $  5,325          $ 3,761
              Accrued payroll, incentive
                 compensation and  related taxes                        3,162            2,826
              Unredeemed gift certificates                                759              550
              Accrued sales taxes                                         750              634
              Accrued property taxes                                      481              403
              Accrued percentage rent                                     842              545
              Accrued income taxes                                      1,205              197
              Other accrued operating expenses                          2,028            1,581
                                                                     ---------         --------

                                                                      $14,552          $10,497
                                                                      =======          =======
</TABLE>


8.       LEASE OBLIGATIONS

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

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


<PAGE>


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

                                                                       Operating         Capital
              Fiscal year ending:                                        Leases           Leases
              <S>                                                      <C>               <C>
              2001                                                     $  4,741          $    893
              2002                                                        4,868               893
              2003                                                        4,788               784
              2004                                                        4,750               458
              2005                                                        4,632               289
              Thereafter                                                 33,219                27
                                                                       --------          ---------
              Total minimum lease payments                             $ 56,998           $ 3,344
                                                                        =======
              Less amount representing interest                                               642
                                                                                          --------
              Total obligations under capital leases                                        2,702
              Less current maturities                                                         629
                                                                                          --------
              Long-term obligations under capitalized
                 leases at March 26, 2000                                                 $ 2,073
                                                                                           ======
</TABLE>
<TABLE>
<CAPTION>

              Rental expense consists of (in thousands):

                                                                       March 26,      March 28,      March 29,
                                                                          2000            1999           1998
                                                                       ------------   -------------  --------
              <S>                                                         <C>           <C>            <C>
              Minimum rental commitments                                  $6,009        $4,844         $3,957
              Rental based on percentage of sales                          1,711         1,491          1,253
                                                                        --------       -------        -------

                                                                          $7,720        $6,335         $5,210
                                                                          ======        ======         ======
</TABLE>

              In September 1999, the Company entered into a $25,000,000 master
              lease pursuant to an agreement with its principal  bank lender,
              First Union National Bank and two other banks, for the purpose
              of financing property and construction of new restaurants.
              Under the agreement, a grantor trust purchases properties
              selected by the Company, finances  all of the construction
              costs and leases the facilities to the Company upon their
              completion.  The initial term of the lease is for five years
              and the lease can be renewed upon approval by all parties to
              the transaction.  The Company accounts for the lease as an
              operating  lease.  Upon maturity, the Company retains the
              option to purchase all of the properties owned by the trust.
              However, if the Company elects not to purchase the properties,
              the Company  provides  a residual guaranty for the leased
              facilities and is liable for the decline in market value of the
              leased facilities in an amount of less than 90% of the cost of
              the property at the  inception of the lease  inclusive  of the
              present  value of lease  payments.  The Company must also
              maintain compliance  with  financial covenants similar  to  its
              credit facilities.

<TABLE>
<CAPTION>

9.       LONG-TERM DEBT

              Long-term debt consists of (in thousands):
                                                                       March 26,      March 28,
                                                                          2000           1999
              <S>                                                       <C>            <C>
              Notes payable (see below):
                Term loan - bank                                        $10,250        $11,250
                Revolving line of credit - bank                           4,000
                Notes payable - other:
                7 1/2% unsecured promissory note payable
                in monthly installments of $13                                             174
                7% promissory note payable in monthly
                installments of $30                                                        347
                7% unsecured note obligation payable in
                    monthly installments of $7 thru February 2001            70            143
                Note obligation under terms of non
                competition agreement with former shareholder
                of Rudy's - discounted at 8%, payable in
                monthly installments of $17 thru December 2001              326            493
                                                                        ----------     ----------
                                                                         14,646         12,407
              Less current portion                                        2,001          1,735
                                                                        ---------      ---------

                                                                        $12,645        $10,672

</TABLE>

<PAGE>


              The Company has a credit  arrangement  with a bank that includes
              a term loan and a revolving  line of credit under which
              $11,000,000 was available  at March  26,  2000.  Interest under
              the  credit arrangement accrues at the Company's option at
              either prime rate plus a  margin  up to 1.0% or at LIBOR  plus
              a  margin of 1.0% to 2.25%.  At March 26, 2000, interest  was
              accrued at 6.88%.  The applicable interest rate margin varies
              with the Company's leverage ratio (defined as earnings before
              interest, taxes, and depreciation and amortization divided by
              funded indebtedness). The final maturity date of both the term
              loan and the revolving line of credit is March 31, 2004. The
              credit arrangement restricts the Company from making dividend
              payments and  purchases  of  the Company's common  equity
              securities and limits the amounts of capital expenditures that
              the Company can make annually during the term of the agreement.
              The credit arrangement also requires the Company to achieve
              certain ratios of operating cash flow to debt and  other
              financial  benchmarks.  The  credit  agreement  is
              collateralized by a security interest in the Company's assets.

              The Company entered into a seven year interest rate swap
              agreement involving  an  exchange of floating  rate  interest
              payment obligations for fixed rate payment obligations. The
              purpose of the swap agreement was to protect against significant
              increases in interest rates on variable rate bank indebtedness.
              Periodic cash payments either received or paid pursuant to the
              swap are accrued on a settlement basis as an adjustment to
              interest  expense.  The notional amount of the agreement at
              March 26, 2000 was $4,598,000 and that amount is reduced by
              $74,000  monthly until May 2002 when the balance of the
              agreement expires.

         Principal maturities of long-term debt obligations at March 26, 2000
are as follows:

         Fiscal year ending
         2001                           $  2,001
         2002                              2,645
         2003                              2,250
         2004                              3,000
         2005                              4,750
                                        ---------
         Total                          $ 14,646
                                         =======

10.  INCOME TAXES

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

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

<TABLE>
<CAPTION>

                                                        March 26, 2000                         March 28, 1999
                                            Assets      Liabilities      Total      Assets     Liabilities       Total
         <S>                              <C>           <C>            <C>          <C>         <C>             <C>
         Excess book amortization for
             for pre-opening costs and
             capital leases               $    675      $     -        $   675      $  812      $    -          $   812
         Tax loss carryforwards              2,028            -          2,028       2,460           -            2,460
         Accelerated depreciation for
              tax purposes                                  (273)         (273)                    (620)           (620)
         Income tax credits                    392            -            392         507           -              507
         Other                                 468            -            468         333           -              333
         Less - valuation allowance                                                   (107)                        (107)
                                          -------------------------------------------------------------------------------------

         Total asset (liability)          $  3,563        $ (273)       $3,290      $4,005       $ (620)         $3,385
                                          =====================================================================================
</TABLE>


<PAGE>


         The Company's net operating loss carryforwards as of March 26, 2000
         was $5,069,000 for ordinary income tax purposes and $5,383,000 for
         alternative  minimum  income tax purposes  and are  available to
         reduce future taxable income. The net operating loss carryforwards
         are subject to the  change  of  control  provision  limiting  the
         usage of the net operating loss carryforwards to approximately
         $1,100,000 per year.  The valuation  allowance has been eliminated
         due to a change in tax law in the current year substantially
         reducing the application of the SRLY limitation.  All net operating
         loss carryforwards expire as follows (in thousands):

         Fiscal year ending
         2005                             $4,599
         2006                                470
                                          -------
                                          $5,069

         The income tax provision consists of (in thousands):
<TABLE>
<CAPTION>

                                                                 March 26,          March 28,        March 29,
                                                                   2000               1999             1998
         <S>                                                      <C>                   <C>               <C>
         Current:
             Federal (net of utilization of net operating loss
                 of $1,079, $1,079 and $352 in fiscal years
                 2000, 1999 and 1998, respectively)               $3,527                $2,273            $1,254
             State                                                 1,100                   811               625
         Deferred:
             Federal and State                                        95                   396             1,043
                                                                  ----------------------------------------------------

         Income tax provision                                     $4,722                $3,480            $2,922
                                                                  ====================================================

</TABLE>

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

                                                                  March 26,         March 28,        March 29,
                                                                    2000               1999            1998
                                                                  ---------------------------------------------------
         <S>                                                       <C>                <C>             <C>
         Federal income tax provision at statutory rate of 34%     $4,609             $3,399          $3,013
         Change in valuation allowance                               (107)                               (92)
         State income taxes, net of federal benefit                   726                535             413
         Tax credits, net                                            (687)              (593)           (498)
         Other                                                        181                139              86
                                                                 ----------------------------------------------------

         Income tax provision                                      $4,722             $3,480          $2,922
                                                                 ====================================================

         Effective income tax rate                                   35.1%              34.8%           33.0%
                                                                  ===================================================

</TABLE>

11.  STOCKHOLDERS' EQUITY

         Series A Redeemable  Convertible  Preferred Stock - The preferred
`        stock has a liquidation preference of $1,000 per share, carries a
         cumulative dividend  of 6% and  entitles  the  holder  a right to
         convert  into a maximum of 105,263  shares of the Company's Class A
         Common Stock.  The preferred stock is redeemable at the option of the
         Company.

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

         Stock  Options - The Company has various  stock  option  plans,  a
         1994 Employee  Stock  Option Plan (1994  Plan),  a 1996 Class A Stock
         Option Plan (1996  Plan),  a 1997 Class A Stock  Option Plan (1997
         Plan) and a Directors' Stock Option Plan (Directors'  Plan),  under
         which a maximum of 1,785,000  shares of the Company's Common Stock
         were authorized for grant and of which  options for 638,000  shares
         remain  available  for grant.


<PAGE>


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

         Options  granted under the 1994 Plan have a term of ten years from
         date of issuance, and are exercisable on the date of  grant.  Under
         the Directors'  Plan,  options to purchase 10,000 shares are
         automatically granted to each of the Company's non-employee directors
         on the date of the Company's annual meeting.  Options granted under
         the Directors Plan are  exercisable  ratably  over two  years
         commencing  with the  first anniversary of the date of the grant.

         The Company applies the intrinsic-value-based  method prescribed by
         Accounting Principles Board Opinion No. 25 "Accounting for Stock
         Issued to Employees" (APB 25), and related Interpretations, in
         accounting for stock-based  awards to employees.  Under APB 25, the
         Company generally recognizes no compensation expense with respect
         to such awards.

         Pro forma information regarding  net income and earnings per share is
         required by Statement of Financial Accounting Standards  No. 123
         "Accounting for Stock-Based  Compensation"  (FAS 123) as if the
         Company had accounted for its  stock-based  awards to employees under
         the fair value method  prescribed  by FAS 123.  The fair value of the
         Company's stock based awards to employees  was  estimated  using a
         Black-Scholes option- pricing model.

         The  following  weighted  average  assumptions  were  used  in  the
         Black-Scholes  option-pricing  model: a risk-free interest rate of
         6.7% for fiscal year 2000, 5.5% for 1999 and 5.7% for 1998,
         respectively; an expected  life  of  three  years,  no  expected
         dividend  yield  and a volatility factor of 38%, 58% and 34% for
        fiscal years 2000,  1999 and 1998, respectively.

         The Company's pro forma information is as follows:
<TABLE>
<CAPTION>

                                                                March 26,         March 28,        March 29,
                                                                   2000              1999             1998
         <S>                                                     <C>               <C>              <C>
         Net Income
             As reported                                         $8,733            $6,518           $5,940
             Pro forma                                           $7,796            $5,760           $5,372
         Diluted Earnings Per Common Share
             As reported                                         $ 1.32            $ 1.02           $  .93
             Pro forma                                           $ 1.17            $  .90           $  .84

</TABLE>

         Due to the inclusion of only the grants made subsequent to fiscal
         1995, the effects may not be representative of the pro forma impact
         in future years.

         The following table summarizes information about fixed-price stock
options outstanding at March 26, 2000:
<TABLE>
<CAPTION>


                                             Options Outstanding                            Options Exercisable
                                             -------------------                            -------------------
                                                    Weighted-
                                                     Average              Weighted                           Weighted
    Ranges of                                       Remaining              Average                           Average
     Exercise                                      Contractual            Exercise                           Exercise
      Prices                      Number               Life                Price              Number          Price
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                    <C>              <C>                 <C>             <C>
$ 1 3/8    -$ 3 1/4               26,500                3.7              $   2.65             26,500         $ 2.65
  6 3/4    -  8 3/8              391,792                7.7                  7.42            316,458           7.47
  9 3/16   - 10 1/8              122,491                6.3                  9.42            122,491           9.42
 10 1/4    - 12 1/4              513,001                8.1                 11.85            382,000          12.01
 13 15/16  - 15 1/2              124,000                9.4                 15.04             28,000          15.33
 ------------------           ----------                                                  ----------
$ 1 3/8    -$15 1/2            1,177,784                                                     875,449
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                                                              March 26,           March 28,        March 29,
                                                                2000                 1999             1998
                                                              -----------------------------------------------
         <S>                                                    <C>               <C>               <C>
         Balance, beginning of year                             877,560           669,427           222,407
         Granted                                                322,500           209,500           467,750
         Canceled                                                                                    (3,750)
         Expired                                                 (1,167)                             (2,067)
         Exercised                                              (21,109)           (1,367)          (14,913)
                                                              ------------------------------------------------------------

         Balance, end of year                                 1,177,784           877,560           669,427
                                                              ============================================================

         Weighted average fair value of options
             granted during year                               $   4.24          $   5.26          $   4.47
</TABLE>


         On March 26, 2000, options for 875,449 of the shares are exercisable
         at prices ranging from $1 3/8 to $15 1/2.

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

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

12.  INCENTIVE AND DEFERRED COMPENSATION PLANS

         The Company has an incentive  compensation  plan (Plan)  whereby
         bonus awards are made if the Company attains a certain targeted
         return on its opening equity.  The purpose of the Plan is to improve
         the  long-term sustainable results of operations of the Company by
         more fully aligning the interests of management and key employees
         with the  shareholders of the Company.  One-third  of the amounts
         awarded are  immediately  made available to the employee and the
         remaining two-thirds become available ratably over the succeeding
         two years. Amounts allocated under the Plan may  be  taken  in  cash
         or  deferred  in  a  non-qualified   deferred compensation  plan.
         The target rate,  which was 17.5% for 2000, 16% for 1999 and 17.5%
         for 1998,  is approved  annually  based upon a review of the return
         of other  publicly traded restaurant businesses by the Compensation
         Committee  of the Board of  Directors.  The amount of the awards is
         capped at 50% of the  eligible  salary of the  employee.  The Company
         accrued  $500,000,  $575,000  and  $475,000 of incentive compensation
         for fiscal years 2000, 1999 and 1998, respectively.

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

13.  QUARTERLY FINANCIAL DATA (UNAUDITED)

         Quarter ended (in thousands except for per share information)
<TABLE>
<CAPTION>

                                                                       March 26, 2000
                                               -----------------------------------------------------------
                                                4th              3rd               2nd              1st
                                               -----------------------------------------------------------
         <S>                                   <C>              <C>               <C>              <C>
         Revenues                              $35,674          $32,189           $29,933          $39,681
         Gross profit                           26,059           23,322            21,690           28,730
         Net income                              2,699            2,167             1,529            2,338
         Basic earnings
             per share                         $   .43          $   .35           $   .25          $   .38
         Diluted earnings
             per share                         $   .40          $   .32           $   .23          $   .36

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


         Quarter ended (in thousands except for per share information)

                                                                     March 28, 1999
                                               ------------------------------------------------------------
                                                 4th              3rd               2nd              1st
                                               ------------------------------------------------------------
         <S>                                   <C>              <C>               <C>              <C>
         Revenues                              $ 30,085         $ 27,899          $ 26,347         $ 34,818
         Gross profit                            22,268           20,512            19,218           25,389
         Net income                               2,452            1,753             1,145            1,168
         Basic earnings
             per share                         $    .39         $    .29          $    .19         $    .19
         Diluted earnings
             per share                         $    .38         $    .28          $    .18         $    .18


</TABLE>

<PAGE>






                    INDEPENDENT AUDITORS' REPORT






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

We have audited the  accompanying  consolidated  balance sheets of Benihana
Inc. and  subsidiaries  (the  "Company") as of March 26, 2000 and March 28,
1999, and the related consolidated  statements of earnings, stockholders'
equity and cash flows for each of the three  years in the period  ended
March 26,  2000.  These consolidated  financial  statements  are  the
responsibility  of the  Company's management.  Our  responsibility is to
express an opinion on these  consolidated financial statements based on our
audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in
all material  respects,  the financial position of Benihana Inc. and
subsidiaries as of March 26, 2000 and March 28, 1999,  and the results of
their operations  and their cash flows for each of the three years in the
period ended March 26, 2000 in conformity with accounting principles generally
accepted in the United States of America.








Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
May 12, 2000




<PAGE>


COMMON STOCK INFORMATION

The Company's  Common Stock and Class A Stock are traded on the Nasdaq
National Market  System.  There were 262 holders of record of the Company's
Common Stock and 353 holders of record of the Class A Common Stock at March
26, 2000.

The table  below sets forth  high and low bid  prices for the  Company's
Common Stock and Class A Common Stock, which do not include commissions and
mark-ups or mark-downs  for the  periods  indicated.  Such bid prices  reflect
inter-dealer prices  without  retail   mark-ups,   mark-downs  or  commissions
and  may  not necessarily represent actual transactions.

<TABLE>
<CAPTION>

                                                    Fiscal Year Ended
                                       March 26, 2000                 March 28, 1999
                                    --------------------            -----------------
         COMMON STOCK                High            Low            High           Low
         <S>                        <C>            <C>            <C>             <C>
         1st Quarter                14             11 1/2         12 3/8          10 1/8
         2nd Quarter                15 1/2         13 3/4         11 1/4           6 3/16
         3rd Quarter                15 5/8         13 3/8         11               6 7/8
         4th Quarter                14 3/4         13 1/4         11 3/4           9 3/4

</TABLE>
<TABLE>
<CAPTION>



                                                        Fiscal Year Ended
                                         March 26, 2000                 March 28, 1999
            CLASS A                  ----------------------          --------------------
           COMMON STOCK                High            Low            High           Low
           <S>                        <C>            <C>             <C>            <C>
           1st Quarter                13 3/4         10 5/8          12 1/6         9 3/4
           2nd Quarter                15 1/2         13 1/2          10 7/8         5 5/8
           3rd Quarter                15 5/8         13 3/4           9 1/2         6 1/4
           4th Quarter                14 1/4         13              12             9 3/8
</TABLE>


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

The Company has not declared or paid a cash dividend since its  organization
and has no present intention of paying any such dividend in the foreseeable
future.  The Company intends to retain all available cash for the operation
and expansion of its business. In addition, the Company's present loan
agreement restricts the payment of dividends.







<PAGE>





                         Exhibit 23.01

                   INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement Nos.
333-33880, 333-63783 and 333-13973 of Benihana Inc. on Form S-8 of our report
dated May 12, 2000, appearing in the Annual Report on Form 10-K of Benihana
Inc. for the year ended March 26, 2000.




Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
June 19, 2000








<PAGE>



                           Exhibit 23.02

                    INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement Nos.
333-83585 and 333-13977 of Benihana Inc. on Form S-3 of our report dated May
12, 2000, appearing in the Annual Report on Form 10-K of Benihana Inc. for
the year ended March 26, 2000 and to the reference to us under the heading
"Experts" in such Registration Statements.




Deloitte & Touche LLP
Certified Public Accountants
Miami, Florida
June 19, 2000