----

| BENIHANA      INC. AND SUBSIDIARIES | Exhibit      13.01 |
|-------------------------------------|--------------------|

|                                                         |   | Fiscal      Year Ended |    |
|--------------------------------------------------------------|--------|------------------------|---------|
| (in      thousands except per share data)                    |   | March      29,2009     |    |   | March      30,2008 |   |   | April      1,2007 |   |   | March      26,2006 |   |   | March      27,2005 |   |
|                                                         |   | (53      week year)    |    |
| CONSOLIDATED      STATEMENTS OF EARNINGS DATA:               |   |                   |    |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenues                                                     |   | $                      | 305,607 |   |   | $ | 296,946 |   |   | $ | 272,649 |   |   | $ | 245,553 |   |   | $ | 218,331 |   |
| Cost      of food and beverage sales                         |   |                   | 72,646  |   |   |   | 69,727 |   |   |   | 66,051 |   |   |   | 59,014 |   |   |   | 53,372 |   |
| Restaurant      operating expenses                           |   |                   | 188,922 |   |   |   | 178,099 |   |   |   | 159,456 |   |   |   | 139,433 |   |   |   | 126,825 |   |
| Restaurant      opening costs                                |   |                   | 2,165   |   |   |   | 3,440 |   |   |   | 1,535 |   |   |   | 1,270 |   |   |   | 1,304 |   |
| Marketing,      general and administrative expenses          |   |                   | 30,289  |   |   |   | 28,092 |   |   |   | 23,811 |   |   |   | 22,693 |   |   |   | 20,939 |   |
| Impairment      charges                                      |   |                   | 21,505  |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | 2,668 |   |
| Interest      (expense) income, net                          |   |                   | (848    | ) |   |   | 270 |   |   |   | 465 |   |   |   | 88 |   |   |   | (298 | ) |
| (Loss)      income before income taxes and minority interest |   |                   | (10,768 | ) |   |   | 17,858 |   |   |   | 22,261 |   |   |   | 23,231 |   |   |   | 12,925 |   |
| Income      tax (benefit) provision                          |   |                   | (5,703  | ) |   |   | 5,065 |   |   |   | 7,766 |   |   |   | 8,491 |   |   |   | 4,520 |   |
| (Loss)      income before minority interest                  |   |                   | (5,065  | ) |   |   | 12,793 |   |   |   | 14,495 |   |   |   | 14,740 |   |   |   | 8,405 |   |
| Minority      interest                                       |   |                   | — |   |   |   | — |   |   |   | — |   |   |   | 178 |   |   |   | 585 |   |
| Net      (loss) income                                       |   |                   | (5,065  | ) |   |   | 12,793 |   |   |   | 14,495 |   |   |   | 14,562 |   |   |   | 7,820 |   |
| Basic      (loss) earnings per share (1)                     |   | $                      | (0.40   | ) |   | $ | 0.77 |   |   | $ | 0.90 |   |   | $ | 0.93 |   |   | $ | 0.54 |   |
| Diluted      (loss) earnings per share (1)                   |   | $                      | (0.40   | ) |   | $ | 0.75 |   |   | $ | 0.84 |   |   | $ | 0.91 |   |   | $ | 0.51 |   |
|                                                         |   |                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| CONSOLIDATED      BALANCE SHEETS DATA:                       |   |                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total      assets                                            |   | $                      | 257,127 |   |   | $ | 241,654 |   |   | $ | 204,289 |   |   | $ | 191,516 |   |   | $ | 154,254 |   |
| Long-term      debt including current maturities             |   |                   | 33,351  |   |   |   | 17,422 |   |   |   | — |   |   |   | 6,666 |   |   |   | 10,000 |   |
| Stockholders’      equity                              |   |                   | 152,437 |   |   |   | 157,616 |   |   |   | 142,482 |   |   |   | 125,262 |   |   |   | 103,207 |   |
|                                                         |   |                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER      FINANCIAL DATA:                                   |   |                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Capital      expenditures, net of insurance proceeds         |   | $                      | 46,809  |   |   | $ | 55,136 |   |   | $ | 37,543 |   |   | $ | 25,834 |   |   | $ | 22,446 |   |

| (1) | On      May 18, 2007, our board of directors declared a 3 for 2 stock dividend      payable in common shares to the holders of both the Class A shares and      common shares. The stock dividend was paid on June 15, 2007 to holders of      record June 1, 2007. The basic and diluted earnings per common share are      shown as if the stock dividend had been in existence for each fiscal year      presented, in accordance with Financial Accounting Standards Board      Statements of Financial Accounting Standard No. 128, “Earnings per      Share.” |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                  |   | Teppanyaki  |   |   | RA      Sushi  |   |    | Haru  |   |   | Total  |   |
|---------------------------------------|--------|------------------|--------|--------|---------------------|--------|---------|------------|--------|--------|-------------|--------|
| Restaurant      count, April 1, 2007  |   |             | 59     |   |                |   | 13      |       |   |   | 7           |   |   |   | 79 |   |
| Openings                              |   |             | 3      |   |                |   | 5       |       |   |   | 2           |   |   |   | 10 |   |
| Closings                              |   |             | (2     | )      |                |   | — |       |   |   | —     |   |   |   | (2 | ) |
| Restaurant      count, March 30, 2008 |   |             | 60     |   |                |   | 18      |       |   |   | 9           |   |   |   | 87 |   |
| Openings                              |   |             | 4      |   |                |   | 4       |       |   |   | —     |   |   |   | 8 |   |
| Restaurant      count, March 29, 2009 |   |             | 64     |   |                |   | 22      |       |   |   | 9           |   |   |   | 95 |   |

| ● | seventeenth      consecutive year with total sales increases;                                                                    |
|---------|----------------------------------------------------------------------------------------------------------------------------------|
| ● | opened      four new Benihana restaurants in Coral Springs, FL, Columbus, OH, Plymouth      Meeting, PA and Plano, TX;           |
| ● | opened      four new RA Sushi restaurants in Chino Hills, CA, Huntington Beach, CA,      Pembroke Pines, FL and South Miami, FL; |
| ● | opened      three franchised Benihana restaurants in Chile, Key West, FL and Tom’s      River, NJ;                         |
| ● | completed      the renovation program with the remodeling of 22 Benihana restaurants; and                |
| ● | rebuilt      and re-opened the Benihana restaurant in Memphis, TN after it was      destroyed by fire in fiscal year2008.        |

----

|                              |   | Fiscal      Year Ended |    |
|-----------------------------------|--------|------------------------|---------|
|                              |   | 2009                   |    | 2008 |   | 2007(53      weeks) |   |
|                              |   |                   |    |   | Percentagechange      from2008 |   |   |   |   | Percentagechange      from2007 |   |   |   |   |
| Restaurant      sales             |   | $                      | 303,868 |   |   | 2.9% |   | $ | 295,190 |   |   | 8.9% |   | $ | 271,080 |   |
| Franchise      fees and royalties |   |                   | 1,739   |   |   | -1.0% |   |   | 1,756 |   |   | 11.9% |   |   | 1,569 |   |
| Total      revenues               |   | $                      | 305,607 |   |   | 2.9% |   | $ | 296,946 |   |   | 8.9% |   | $ | 272,649 |   |

----

|                                    |   | Fiscal      Year Ended |    |
|-----------------------------------------|--------|------------------------|---------|
|                                    |   | 2009                   |    | 2008 |   | 2007(53      weeks) |   |
| Total      restaurant sales by concept: |   |                   |    |   | Percentagechange      from2008 |   |   |   |   | Percentagechange      from2007 |   |   |   |   |
| Teppanyaki                              |   | $                      | 206,970 |   |   | -4.1% |   | $ | 215,716 |   |   | 7.7% |   | $ | 200,248 |   |
| RA      Sushi                           |   |                   | 61,270  |   |   | 36.3% |   |   | 44,965 |   |   | 15.3% |   |   | 38,986 |   |
| Haru                                    |   |                   | 35,628  |   |   | 3.2% |   |   | 34,509 |   |   | 9.0% |   |   | 31,661 |   |
| Sushi      Doraku                       |   |                   | — |   |   | 0.0% |   |   | — |   |   | -100.0% |   |   | 185 |   |
| Total      restaurant sales             |   | $                      | 303,868 |   |   | 2.9% |   | $ | 295,190 |   |   | 8.9% |   | $ | 271,080 |   |

|                                         |   | Fiscal      Year Ended |    |   |   |                           | Fiscal      Year Ended |   |   |   |   |
|----------------------------------------------|--------|------------------------|---------|--------|--------|--------------------------------|------------------------|--------|--------|--------|--------|
| Comparable      restaurant sales by concept: |   | 2009                   |    | 2008   |   | Percentagechange      from2008 |                   | 2008   |   | 2007   |   | Percentagechange      from2007 |   |
| Teppanyaki                                   |   | $                      | 189,165 |   | $      | 204,969                        |                   |   | -7.7%  |   | $      | 186,602 |   | $ | 181,278 |   |   | 2.9 | % |
| RA      Sushi                                |   |                   | 41,500  |   |   | 44,886                         |                   |   | -7.5%  |   |   | 37,694 |   |   | 38,089 |   |   | -1.0 | % |
| Haru                                         |   |                   | 30,853  |   |   | 34,509                         |                   |   | -10.6% |   |   | 32,160 |   |   | 31,045 |   |   | 3.6 | % |
| Total      comparable restaurant sales       |   | $                      | 261,518 |   | $      | 284,364                        |                   |   | -8.0%  |   | $      | 256,456 |   | $ | 250,412 |   |   | 2.4 | % |

|                                                              |   |   | Teppanyaki |    |   | RA      Sushi |   |    | Haru   |   |   | SushiDoraku |   |   | Total  |    |
|-------------------------------------------------------------------|--------|--------|------------|---------|--------|---------------|--------|---------|--------|--------|--------|-------------|--------|--------|--------|---------|
| Restaurant      sales during fiscal year ended April 1, 2007 |   |   | $          | 200,248 |   |          | $      | 38,986  |   |   | $      | 31,661      |   |   | $      | 185     |   |   | $ | 271,080 |   |
| Increase      (decrease) in comparable sales                      |   |   |       | 5,324   |   |          |   | (395    | )      |   |   | 1,115       |   |   |   | — |   |   |   | 6,044 |   |
| Increase      from new restaurants                                |   |   |       | 11,325  |   |          |   | 7,276   |   |   |   | 2,349       |   |   |   | — |   |   |   | 20,950 |   |
| Decrease      from closed or sold restaurants                     |   |   |       | (2,561  | )      |          |   | — |   |   |   | —     |   |   |   | (185    | ) |   |   | (2,746 | ) |
| Increase      from temporary closures, net                        |   |   |       | 5,375   |   |          |   | — |   |   |   | —     |   |   |   | — |   |   |   | 5,375 |   |
| Impact      of 53rd      week during fiscal year 2007             |   |   |       | (3,995  | )      |          |   | (902    | )      |   |   | (616        | )      |   |   | — |   |   |   | (5,513 | ) |
| Restaurant      sales during fiscal year ended March 30, 2008     |   |   |       | 215,716 |   |          |   | 44,965  |   |   |   | 34,509      |   |   |   | — |   |   |   | 295,190 |   |
| Decrease      in comparable sales                                 |   |   |       | (15,804 | )      |          |   | (3,386  | )      |   |   | (3,656      | )      |   |   | — |   |   |   | (22,846 | ) |
| Increase      from new restaurants                                |   |   |       | 6,232   |   |          |   | 19,691  |   |   |   | 4,775       |   |   |   | — |   |   |   | 30,698 |   |
| Decrease      from closed restaurants                             |   |   |       | (1,886  | )      |          |   | — |   |   |   | —     |   |   |   | — |   |   |   | (1,886 | ) |
| Increase      from temporary closures, net                        |   |   |       | 2,712   |   |          |   | — |   |   |   | —     |   |   |   | — |   |   |   | 2,712 |   |
| Restaurant      sales during fiscal year ended March 29, 2009     |   |   | $          | 206,970 |   |          | $      | 61,270  |   |   | $      | 35,628      |   |   | $      | — |   |   | $ | 303,868 |   |

----

----

|                                                |   | Teppanyaki |    |   | RA      Sushi |   |   | Haru   |   |   | SushiDoraku |   |   | Corporate |    |   | Consolidated |   |
|-----------------------------------------------------|--------|------------|---------|--------|---------------|--------|--------|--------|--------|--------|-------------|--------|--------|-----------|---------|--------|--------------|--------|
| Fiscal      Year Ended March 29, 2009:              |   |       |    |   |          |   |   |   |   |   |        |   |   |      |    |   |         |   |
| Cost      of food and beverage sales                |   | $          | 48,879  |   |          | $      | 15,660 |   |   | $      | 8,107       |   |   | $         | — |   |         | $      | — |   |   | $ | 72,646 |   |
| Restaurant      operating expenses                  |   |       | 128,141 |   |          |   | 38,571 |   |   |   | 22,210      |   |   |      | — |   |         |   | — |   |   |   | 188,922 |   |
| Restaurant      opening costs                       |   |       | 726     |   |          |   | 1,439  |   |   |   | —     |   |   |      | — |   |         |   | — |   |   |   | 2,165 |   |
| Marketing,      general and administrative expenses |   |       | 7,946   |   |          |   | 4,136  |   |   |   | 1,971       |   |   |      | — |   |         |   | 16,236 |   |   |   | 30,289 |   |
| Impairment      charges                             |   |       | 1,370   |   |          |   | 16,555 |   |   |   | 3,580       |   |   |      | — |   |         |   | — |   |   |   | 21,505 |   |
| Total      operating expenses                       |   | $          | 187,062 |   |          | $      | 76,361 |   |   | $      | 35,868      |   |   | $         | — |   |         | $      | 16,236 |   |   | $ | 315,527 |   |

----

|                                                |   | Teppanyaki |    |   | RA      Sushi |   |   | Haru   |   |   | SushiDoraku |   |   | Corporate |    |   | Consolidated |   |
|-----------------------------------------------------|--------|------------|---------|--------|---------------|--------|--------|--------|--------|--------|-------------|--------|--------|-----------|---------|--------|--------------|--------|
| Fiscal      Year Ended March 30, 2008:              |   |       |    |   |          |   |   |   |   |   |        |   |   |      |    |   |         |   |
| Cost      of food and beverage sales                |   | $          | 50,939  |   |          | $      | 11,061 |   |   | $      | 7,727       |   |   | $         | — |   |         | $      | — |   |   | $ | 69,727 |   |
| Restaurant      operating expenses                  |   |       | 130,496 |   |          |   | 27,347 |   |   |   | 20,256      |   |   |      | — |   |         |   | — |   |   |   | 178,099 |   |
| Restaurant      opening costs                       |   |       | 823     |   |          |   | 1,869  |   |   |   | 748         |   |   |      | — |   |         |   | — |   |   |   | 3,440 |   |
| Marketing,      general and administrative expenses |   |       | 8,281   |   |          |   | 3,881  |   |   |   | 1,452       |   |   |      | — |   |         |   | 14,478 |   |   |   | 28,092 |   |
| Total      operating expenses                       |   | $          | 190,539 |   |          | $      | 44,158 |   |   | $      | 30,183      |   |   | $         | — |   |         | $      | 14,478 |   |   | $ | 279,358 |   |
|                                                |   |       |    |   |          |   |   |   |   |   |        |   |   |      |    |   |         |   |   |   |   |   |   |   |
| Fiscal      Year Ended April 1, 2007:               |   |       |    |   |          |   |   |   |   |   |        |   |   |      |    |   |         |   |   |   |   |   |   |   |
| Cost      of food and beverage sales                |   | $          | 49,169  |   |          | $      | 9,780  |   |   | $      | 7,039       |   |   | $         | 63      |   |         | $      | — |   |   | $ | 66,051 |   |
| Restaurant      operating expenses                  |   |       | 119,024 |   |          |   | 22,614 |   |   |   | 17,766      |   |   |      | 52      |   |         |   | — |   |   |   | 159,456 |   |
| Restaurant      opening costs                       |   |       | 478     |   |          |   | 854    |   |   |   | 203         |   |   |      | — |   |         |   | — |   |   |   | 1,535 |   |
| Marketing,      general and administrative expenses |   |       | 7,727   |   |          |   | 3,200  |   |   |   | 1,202       |   |   |      | — |   |         |   | 11,682 |   |   |   | 23,811 |   |
| Total      operating expenses                       |   | $          | 176,398 |   |          | $      | 36,448 |   |   | $      | 26,210      |   |   | $         | 115     |   |         | $      | 11,682 |   |   | $ | 250,853 |   |

|                                                |   |       |   |   |          |   |   |   |   |   |        |   |   |         |    |
|-----------------------------------------------------|--------|------------|--------|--------|---------------|--------|--------|--------|--------|--------|-------------|--------|--------|--------------|---------|
|                                                |   | Teppanyaki |   |   | RA      Sushi |   |   | Haru   |   |   | SushiDoraku |   |   | Consolidated |    |
| Fiscal      Year Ended March 29, 2009:              |   |       |   |   |          |   |   |   |   |   |        |   |   |         |    |
| Cost      of food and beverage sales                |   |       | 23.6   | %      |          |   | 25.6   | %      |   |   | 22.8        | %      |   |         | — |   |   |   | 23.9 | % |
| Restaurant      operating expenses                  |   |       | 61.9   | %      |          |   | 63.0   | %      |   |   | 62.3        | %      |   |         | — |   |   |   | 62.2 | % |
| Restaurant      opening costs                       |   |       | 0.4    | %      |          |   | 2.3    | %      |   |   | 0.0         | %      |   |         | — |   |   |   | 0.7 | % |
| Marketing,      general and administrative expenses |   |       | 3.8    | %      |          |   | 6.8    | %      |   |   | 5.5         | %      |   |         | — |   |   |   | 10.0 | % |
| Impairment      charges                             |   |       | 0.7    | %      |          |   | 27.0   | %      |   |   | 10.0        | %      |   |         | — |   |   |   | 7.1 | % |
| Total      operating expenses                       |   |       | 90.4   | %      |          |   | 124.6  | %      |   |   | 100.7       | %      |   |         | — |   |   |   | 103.8 | % |
|                                                |   |       |   |   |          |   |   |   |   |   |        |   |   |         |    |   |   |   |   |   |
| Fiscal      Year Ended March 30, 2008:              |   |       |   |   |          |   |   |   |   |   |        |   |   |         |    |   |   |   |   |   |
| Cost      of food and beverage sales                |   |       | 23.6   | %      |          |   | 24.6   | %      |   |   | 22.4        | %      |   |         | — |   |   |   | 23.6 | % |
| Restaurant      operating expenses                  |   |       | 60.5   | %      |          |   | 60.8   | %      |   |   | 58.7        | %      |   |         | — |   |   |   | 60.3 | % |
| Restaurant      opening costs                       |   |       | 0.4    | %      |          |   | 4.2    | %      |   |   | 2.2         | %      |   |         | — |   |   |   | 1.2 | % |
| Marketing,      general and administrative expenses |   |       | 3.8    | %      |          |   | 8.6    | %      |   |   | 4.2         | %      |   |         | — |   |   |   | 9.2 | % |
| Total      operating expenses                       |   |       | 88.3   | %      |          |   | 98.2   | %      |   |   | 87.5        | %      |   |         | — |   |   |   | 94.6 | % |
|                                                |   |       |   |   |          |   |   |   |   |   |        |   |   |         |    |   |   |   |   |   |
| Fiscal      Year Ended April 1, 2007:               |   |       |   |   |          |   |   |   |   |   |        |   |   |         |    |   |   |   |   |   |
| Cost      of food and beverage sales                |   |       | 24.6   | %      |          |   | 25.1   | %      |   |   | 22.2        | %      |   |         | 33.9    | % |   |   | 24.4 | % |
| Restaurant      operating expenses                  |   |       | 59.4   | %      |          |   | 58.0   | %      |   |   | 56.1        | %      |   |         | 27.9    | % |   |   | 58.8 | % |
| Restaurant      opening costs                       |   |       | 0.2    | %      |          |   | 2.2    | %      |   |   | 0.6         | %      |   |         | — |   |   |   | 0.6 | % |
| Marketing,      general and administrative expenses |   |       | 3.9    | %      |          |   | 8.2    | %      |   |   | 3.8         | %      |   |         | — |   |   |   | 8.7 | % |
| Total      operating expenses                       |   |       | 88.1   | %      |          |   | 93.5   | %      |   |   | 82.7        | %      |   |         | 61.8    | % |   |   | 92.5 | % |

----

----

----

----

----

|                                                      |   |                   |    |   |   |   |    |   |   |
|-----------------------------------------------------------|--------|------------------------|---------|--------|--------|--------|---------|--------|--------|
|                                                      |   | Fiscal      Year Ended |    |
|                                                      |   | 2009                   |    |   | 2008   |   |    | 2007   |   |
|                                                      |   |                   |    |   |   |   |    |   |   |   |   |   |
| Net      cash provided by operating activities            |   | $                      | 33,850  |   |   | $      | 27,757  |   |   | $ | 31,153 |   |
| Net      cash used in investing activities                |   |                   | (46,530 | )      |   |   | (55,145 | )      |   |   | (36,771 | ) |
| Net      cash provided by (used in) financing activities  |   |                   | 14,853  |   |   |   | 20,657  |   |   |   | (4,236 | ) |
| Net      increase (decrease) in cash and cash equivalents |   | $                      | 2,173   |   |   | $      | (6,731  | )      |   | $ | (9,854 | ) |

----

----

|                                                                               |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |   |   |   |    |       |   |
|------------------------------------------------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|--------|---------|--------|--------|--------|---------|--------|--------|--------|---------|------------|--------|
|                                                                               |   | Total  |    |   | 2010   |   |    | 2011   |   |   | 2012    |   |   | 2013   |    |   | 2014   |   |    | Thereafter |   |
| Operating      lease obligations (1)      (Note 12)                                |   | $      | 205,366 |   |   | $      | 15,483  |   |   | $      | 15,417  |   |   | $      | 15,184  |   |   | $      | 15,168  |       |   | $ | 14,276 |   |   | $ | 129,838 |   |
| Long-term      debt(2)      (Note 7)                                               |   |   | 33,351  |   |   |   | — |   |   |   | 33,351  |   |   |   | — |   |   |   | — |       |   |   | — |   |   |   | — |   |
| Purchase      commitments                                                          |   |   | 16,301  |   |   |   | 16,301  |   |   |   | — |   |   |   | — |   |   |   | — |       |   |   | — |   |   |   | — |   |
| Haru      put option (Note 16)                                                     |   |   | 3,718   |   |   |   | 3,718   |   |   |   | — |   |   |   | — |   |   |   | — |       |   |   | — |   |   |   | — |   |
| Retirement,      severance and consulting cash obligations (3)      (Note 15) | 3,013  |   |    |   | 1,331  |   |    |   | 429    |   |    |   | 429    |   |    |   | 431    |   |    |       | 393    |   |   |   | — |   |
| FIN      48 obligation (4)      (Note 14)                                          |   |   | 385     |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |       |   |   | — |   |   |   | 385 |   |
| Total                                                                              |   | $      | 262,134 |   |   | $      | 36,833  |   |   | $      | 49,197  |   |   | $      | 15,613  |   |   | $      | 15,599  |       |   | $ | 14,669 |   |   | $ | 130,223 |   |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1)    | Operating      lease obligations do not include certain operating expenses such as      contingent rent obligations and common area maintenance. In fiscal year      2009, these charges totaled approximately $4.8 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (2)    | Borrowings      under the line of credit facility as of March 29, 2009. The line of credit      facility allows us to borrow up to $60 million through March 15, 2011.      There are no scheduled payments prior to maturity; however, we may prepay      outstanding borrowings prior to that date. Estimates of future interest      payments for our variable rate debt are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (3)    | On      February 9, 2009, Joel A. Schwartz resigned from his positions as      Director, Chairman and Chief Executive, effective February 9, 2009. In      connection with his resignation, Mr. Schwartz’s employment agreement with      us, dated March 17, 2008, was terminated on a without cause basis. In      connection with Mr. Schwartz’s resignation, we entered into an agreement      with Mr. Schwartz which provides for, among other things, Mr. Schwartz to      provide consulting services to us for a period of five years in exchange      for annual payments from us of $17,200. In accordance with his employment      agreement with us, Mr. Schwartz will be paid a severance payment of $0.9      million and a retirement benefit of $2.0 million. The severance payment      will be paid in a lump sum six months after Mr. Schwartz’s resignation and      the retirement benefit will be paid in sixty equal monthly installments      and the first six installments shall not be paid until six months after      Mr. Schwartz’s resignation. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (4)    | We      have $0.4 million of unrecognized tax benefits (including related      interest) related to uncertain tax positions recorded as liabilities under      FIN 48. As we are uncertain as to if or when these amounts may be settled,      the related balance has been reflected in the caption      “Thereafter.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

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----

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|                                                                                      |   |                   |    |               |   |              |   |   |    |   |
|-------------------------------------------------------------------------------------------|--------|------------------------|---------|--------------------|--------|-------------------|--------|--------|---------|--------|
|                                                                                      |   | Fiscal      Year Ended |    |
|                                                                                      |   | March      29,2009     |    | March      30,2008 |   | April      1,2007 |   |
| Revenues                                                                                  |   |                   |    |               |   |              |   |   |    |   |
| Restaurant      sales                                                                     |   | $                      | 303,868 |               | $      | 295,190           |   | $      | 271,080 |   |
| Franchise      fees and royalties                                                         |   |                   | 1,739   |               |   | 1,756             |   |   | 1,569   |   |
| Total      revenues                                                                       |   |                   | 305,607 |               |   | 296,946           |   |   | 272,649 |   |
|                                                                                      |   |                   |    |               |   |              |   |   |    |   |
| Costs      and Expenses                                                                   |   |                   |    |               |   |              |   |   |    |   |
| Cost      of food and beverage sales                                                      |   |                   | 72,646  |               |   | 69,727            |   |   | 66,051  |   |
| Restaurant      operating expenses                                                        |   |                   | 188,922 |               |   | 178,099           |   |   | 159,456 |   |
| Restaurant      opening costs                                                             |   |                   | 2,165   |               |   | 3,440             |   |   | 1,535   |   |
| Marketing,      general and administrative expenses                                       |   |                   | 30,289  |               |   | 28,092            |   |   | 23,811  |   |
| Impairment      charges                                                                   |   |                   | 21,505  |               |   | —           |   |   | — |   |
| Total      operating expenses                                                             |   |                   | 315,527 |               |   | 279,358           |   |   | 250,853 |   |
|                                                                                      |   |                   |    |               |   |              |   |   |    |   |
| (Loss)      income from operations                                                        |   |                   | (9,920  | )                  |   | 17,588            |   |   | 21,796  |   |
| Interest      (expense) income, net                                                       |   |                   | (848    | )                  |   | 270               |   |   | 465     |   |
|                                                                                      |   |                   |    |               |   |              |   |   |    |   |
| (Loss)      income before income taxes                                                    |   |                   | (10,768 | )                  |   | 17,858            |   |   | 22,261  |   |
| Income      tax (benefit) provision                                                       |   |                   | (5,703  | )                  |   | 5,065             |   |   | 7,766   |   |
|                                                                                      |   |                   |    |               |   |              |   |   |    |   |
| Net      (Loss) Income                                                                    |   |                   | (5,065  | )                  |   | 12,793            |   |   | 14,495  |   |
| Less:      accretion of preferred stock issuance costs and preferred stock      dividends |   |                   | 1,087   |               |   | 1,084             |   |   | 1,104   |   |
| Net      (loss) income attributable to common stockholders                                |   | $                      | (6,152  | )                  | $      | 11,709            |   | $      | 13,391  |   |
|                                                                                      |   |                   |    |               |   |              |   |   |    |   |
| Earnings      Per Share                                                                   |   |                   |    |               |   |              |   |   |    |   |
| Basic      (loss) earnings per common share                                               |   | $                      | (0.40   | )                  | $      | 0.77              |   | $      | 0.90    |   |
| Diluted      (loss) earnings per common share                                             |   | $                      | (0.40   | )                  | $      | 0.75              |   | $      | 0.84    |   |

----

|                                                                                                                                                                                                                                                                                                                                                                                                       |   |               |    |   |               |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---------|--------|--------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                       |   | March      29,2009 |    |   | March      30,2008 |   |
| Assets                                                                                                                                                                                                                                                                                                                                                                                                     |   |               |    |   |               |   |
| Current      Assets:                                                                                                                                                                                                                                                                                                                                                                                       |   |               |    |   |               |   |
| Cash      and cash equivalents                                                                                                                                                                                                                                                                                                                                                                             |   | $                  | 3,891   |   |               | $      | 1,718 |   |
| Receivables,      net                                                                                                                                                                                                                                                                                                                                                                                      |   |               | 1,833   |   |               |   | 4,473 |   |
| Inventories                                                                                                                                                                                                                                                                                                                                                                                                |   |               | 6,529   |   |               |   | 6,477 |   |
| Income      tax receivable                                                                                                                                                                                                                                                                                                                                                                                 |   |               | 1,304   |   |               |   | 3,756 |   |
| Prepaid      expenses and other current assets                                                                                                                                                                                                                                                                                                                                                             |   |               | 2,603   |   |               |   | 2,036 |   |
| Investment      securities, available for sale - restricted                                                                                                                                                                                                                                                                                                                                                |   |               | 631     |   |               |   | 808 |   |
| Deferred      income tax asset, net                                                                                                                                                                                                                                                                                                                                                                        |   |               | 721     |   |               |   | 347 |   |
| Total      current assets                                                                                                                                                                                                                                                                                                                                                                                  |   |               | 17,512  |   |               |   | 19,615 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                       |   |               |    |   |               |   |   |   |
| Property      and equipment, net                                                                                                                                                                                                                                                                                                                                                                           |   |               | 203,299 |   |               |   | 184,176 |   |
| Goodwill                                                                                                                                                                                                                                                                                                                                                                                                   |   |               | 18,020  |   |               |   | 29,900 |   |
| Deferred      income tax asset, net                                                                                                                                                                                                                                                                                                                                                                        |   |               | 9,900   |   |               |   | 746 |   |
| Other      assets, net                                                                                                                                                                                                                                                                                                                                                                                     |   |               | 8,396   |   |               |   | 7,217 |   |
| Total      assets                                                                                                                                                                                                                                                                                                                                                                                          |   | $                  | 257,127 |   |               | $      | 241,654 |   |
| Liabilities,      Convertible Preferred Stock and Stockholders’ Equity                                                                                                                                                                                                                                                                                                                               |   |               |    |   |               |   |   |   |
| Current      Liabilities:                                                                                                                                                                                                                                                                                                                                                                                  |   |               |    |   |               |   |   |   |
| Accounts      payable                                                                                                                                                                                                                                                                                                                                                                                      |   | $                  | 7,027   |   |               | $      | 6,158 |   |
| Accrued      expenses                                                                                                                                                                                                                                                                                                                                                                                      |   |               | 25,821  |   |               |   | 25,226 |   |
| Accrued      put option liability                                                                                                                                                                                                                                                                                                                                                                          |   |               | 3,718   |   |               |   | 3,718 |   |
| Total      current liabilities                                                                                                                                                                                                                                                                                                                                                                             |   |               | 36,566  |   |               |   | 35,102 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                       |   |               |    |   |               |   |   |   |
| Deferred      obligations under operating leases                                                                                                                                                                                                                                                                                                                                                           |   |               | 13,238  |   |               |   | 11,296 |   |
| Borrowings      under line of credit                                                                                                                                                                                                                                                                                                                                                                       |   |               | 33,351  |   |               |   | 17,422 |   |
| Other      long-term liabilities                                                                                                                                                                                                                                                                                                                                                                           |   |               | 1,999   |   |               |   | 769 |   |
| Total      liabilities                                                                                                                                                                                                                                                                                                                                                                                     |   |               | 85,154  |   |               |   | 64,589 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                       |   |               |    |   |               |   |   |   |
| Commitments      and Contingencies (Notes 7, 12 and 16)                                                                                                                                                                                                                                                                                                                                                    |   |               |    |   |               |   |   |   |
| Convertible      Preferred Stock - $1.00 par value; authorized - 5,000,000      shares;Series B mandatory redeemable convertible preferred stock –      authorized – 800,000 shares; issued and outstanding – 800,000 shares in      2009 and 2008, respectively, with a liquidation preference of $20 million      plus accrued and unpaid dividends as of March 29, 2009 (Note      8) |   |               | 19,536  |   |               |   | 19,449 |   |
| Stockholders’      Equity:                                                                                                                                                                                                                                                                                                                                                                           |   |               |    |   |               |   |   |   |
| Common      stock - $.10 par value; convertible into Class A common      stock;authorized – 12,000,000 shares; issued and outstanding –      5,603,139 and 6,234,964 shares, respectively                                                                                                                                                                                                      |   |               | 560     |   |               |   | 623 |   |
| Class      A common stock - $.10 par value; authorized – 20,000,000 shares;issued      and outstanding – 9,693,511 and 9,044,436 shares,    respectively                                                                                                                                                                                                                                       |   |               | 970     |   |               |   | 905 |   |
| Additional      paid-in capital                                                                                                                                                                                                                                                                                                                                                                            |   |               | 69,479  |   |               |   | 68,342 |   |
| Retained      earnings                                                                                                                                                                                                                                                                                                                                                                                     |   |               | 81,625  |   |               |   | 87,777 |   |
| Accumulated      other comprehensive loss, net of tax                                                                                                                                                                                                                                                                                                                                                      |   |               | (197    | )      |               |   | (31 | ) |
| Total      stockholders’ equity                                                                                                                                                                                                                                                                                                                                                                      |   |               | 152,437 |   |               |   | 157,616 |   |
| Total      liabilities, convertible preferred stock and stockholders’      equity                                                                                                                                                                                                                                                                                                                    |   | $                  | 257,127 |   |               | $      | 241,654 |   |

----

|                                                                                                                     | CommonStock |   |   | Class      ACommonStock |   |   | AdditionalPaid-inCapital |   |   | RetainedEarnings |   |   | TreasuryStock |   |   | AccumulatedOtherComprehensiveLoss,net      of tax |   |    | TotalStockholders’Equity |   |
|--------------------------------------------------------------------------------------------------------------------------|-------------|--------|--------|-------------------------|--------|--------|--------------------------|--------|--------|------------------|--------|--------|---------------|--------|--------|---------------------------------------------------|--------|---------|--------------------------------|--------|
| Balance,      March 26, 2006                                                                                             | $           | 753    |   |                    | $      | 711    |                     |   | $      | 59,905           |   |   | $             | 64,036 |   |                                              | $      | (143    | )                              |   | $ | — |   |   | $ | 125,262 |   |
| Net      income                                                                                                          |        |   |   |                    |   |   |                     |   |   |             |   |   |          | 14,495 |   |                                              |   |    |                           |   |   |   |   |   |   | 14,495 |   |
| Issuance      of 104,552 shares of common stock and 194,104 shares of Class A common      stock from exercise of options |        | 10     |   |                    |   | 19     |                     |   |   | 2,213            |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 2,242 |   |
| Conversion      of 487,464 shares of common stock into 487,464 shares of Class A common      stock                       |        | (49    | )      |                    |   | 49     |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | — |   |
| Dividends      declared on Series B preferred stock                                                                      |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (1,016 | )      |                                              |   |    |                           |   |   |   |   |   |   | (1,016 | ) |
| Accretion      of issuance costs on Series B preferred stock                                                             |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (88    | )      |                                              |   |    |                           |   |   |   |   |   |   | (88 | ) |
| Stock-based      compensation                                                                                            |        |   |   |                    |   |   |                     |   |   | 399              |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 399 |   |
| Retirement      of treasury stock                                                                                        |        | (1     | )      |                    |   |   |                     |   |   | (142             | )      |   |          |   |   |                                              |   | 143     |                           |   |   |   |   |   |   | — |   |
| Tax      benefit from stock option exercises                                                                             |        |   |   |                    |   |   |                     |   |   | 1,188            |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 1,188 |   |
| Balance,      April 1, 2007                                                                                              |        | 713    |   |                    |   | 779    |                     |   |   | 63,563           |   |   |          | 77,427 |   |                                              |   | — |                           |   |   | — |   |   |   | 142,482 |   |
| Comprehensive      income:                                                                                               |        |   |   |                    |   |   |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   |   |   |
| Net      income                                                                                                          |        |   |   |                    |   |   |                     |   |   |             |   |   |          | 12,793 |   |                                              |   |    |                           |   |   |   |   |   |   | 12,793 |   |
| Change      in unrealized loss on investment securities available for sale, net of      tax                              |        |   |   |                    |   |   |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   | (31 | ) |   |   | (31 | ) |
| Total      comprehensive income                                                                                          |        |   |   |                    |   |   |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 12,762 |   |
| Cumulative      effect of accounting change (Note 14)                                                                    |        |   |   |                    |   |   |                     |   |   |             |   |   | (1,355        | )      |   |                                              |   |    |                           |   |   |   |   |   | (1,355 | ) |
| Issuance      of 109,990 shares of common stock and 218,830 shares of Class A common      stock from exercise of options |        | 11     |   |                    |   | 22     |                     |   |   | 2,592            |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 2,625 |   |
| Issuance      of 25,900 shares of restricted Class A common stock                                                        |        |   |   |                    |   | 3      |                     |   |   | (3               | )      |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | — |   |
| Conversion      of 1,008,118 shares of common stock into 1,008,118 shares of Class A      common stock                   |        | (101   | )      |                    |   | 101    |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | — |   |
| Cash      dividend paid in lieu of fractional shares on stock split                                                      |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (4     | )      |                                              |   |    |                           |   |   |   |   |   |   | (4 | ) |
| Dividends      declared on Series B preferred stock                                                                      |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (996   | )      |                                              |   |    |                           |   |   |   |   |   |   | (996 | ) |
| Accretion      of issuance costs on Series B preferred stock                                                             |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (88    | )      |                                              |   |    |                           |   |   |   |   |   |   | (88 | ) |
| Stock-based      compensation                                                                                            |        |   |   |                    |   |   |                     |   |   | 576              |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 576 |   |
| Tax      benefit from stock option exercises                                                                             |        |   |   |                    |   |   |                     |   |   | 1,614            |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 1,614 |   |
| Balance,      March 30, 2008                                                                                             |        | 623    |   |                    |   | 905    |                     |   |   | 68,342           |   |   |          | 87,777 |   |                                              |   | — |                           |   |   | (31 | ) |   |   | 157,616 |   |
| Comprehensive      loss:                                                                                                 |        |   |   |                    |   |   |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   |   |   |
| Net      loss                                                                                                            |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (5,065 | )      |                                              |   |    |                           |   |   |   |   |   |   | (5,065 | ) |
| Change      in unrealized loss on investment securities available for sale, net of      tax                              |        |   |   |                    |   |   |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   | (166 | ) |   |   | (166 | ) |
| Total      comprehensive loss                                                                                            |        |   |   |                    |   |   |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | (5,231 | ) |
| Issuance      of 5,750 shares of common stock and 11,500 shares of Class A common stock      from exercise of options    |        | 1      |   |                    |   | 1      |                     |   |   | 76               |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 78 |   |
| Conversion      of 637,575 shares of common stock into 637,575 shares of Class A common      stock                       |        | (64    | )      |                    |   | 64     |                     |   |   |             |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | — |   |
| Dividends      declared on Series B preferred stock                                                                      |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (1,000 | )      |                                              |   |    |                           |   |   |   |   |   |   | (1,000 | ) |
| Accretion      of issuance costs on Series B preferred stock                                                             |        |   |   |                    |   |   |                     |   |   |             |   |   |          | (87    | )      |                                              |   |    |                           |   |   |   |   |   |   | (87 | ) |
| Stock      based compensation                                                                                            |        |   |   |                    |   |   |                     |   |   | 1,043            |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 1,043 |   |
| Tax      benefit from stock option exercises                                                                             |        |   |   |                    |   |   |                     |   |   | 18               |   |   |          |   |   |                                              |   |    |                           |   |   |   |   |   |   | 18 |   |
| Balance,      March 29, 2009                                                                                             | $           | 560    |   |                    | $      | 970    |                     |   | $      | 69,479           |   |   | $             | 81,625 |   |                                              | $      | — |                           |   | $ | (197 | ) |   | $ | 152,437 |   |

----

|                                                                                                                             |   | Fiscal      Year Ended |    |
|----------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|---------|
|                                                                                                                             |   | March      29,2009     |    |   | March      30,2008 |   |   | April      1,2007 |   |
| Operating      Activities:                                                                                                       |   |                   |    |   |   |   |   |   |   |
| Net      (loss) income                                                                                                           |   | $                      | (5,065  | ) |   | $ | 12,793 |   |   | $ | 14,495 |   |
| Adjustments      to reconcile net (loss) income to net cash provided by operating      activities, net of business acquisitions: |   |                   |    |   |   |   |   |   |   |   |   |   |
| Depreciation      and amortization                                                                                               |   |                   | 18,761  |   |   |   | 17,347 |   |   |   | 13,906 |   |
| Non-cash      impairment charges                                                                                                 |   |                   | 21,505  |   |   |   | — |   |   |   | — |   |
| Deferred      income taxes                                                                                                       |   |                   | (9,423  | ) |   |   | 2,562 |   |   |   | (968 | ) |
| Stock-based      compensation                                                                                                    |   |                   | 1,043   |   |   |   | 576 |   |   |   | 399 |   |
| Tax      benefit from stock option exercises                                                                                     |   |                   | (18     | ) |   |   | (1,614 | ) |   |   | (1,188 | ) |
| Loss      on disposal of assets                                                                                                  |   |                   | 24      |   |   |   | 869 |   |   |   | 181 |   |
| Provision      for loss on promissory note                                                                                       |   |                   | — |   |   |   | 400 |   |   |   | — |   |
| Change      in operating assets and liabilities that provided (used)    cash:                                                    |   |                   |    |   |   |   |   |   |   |   |   |   |
| Receivables                                                                                                                      |   |                   | 931     |   |   |   | (921 | ) |   |   | (148 | ) |
| Inventories                                                                                                                      |   |                   | (52     | ) |   |   | (748 | ) |   |   | 765 |   |
| Prepaid      expenses and other current assets                                                                                   |   |                   | (567    | ) |   |   | 748 |   |   |   | (1,271 | ) |
| Income      taxes and other long-term liabilities                                                                                |   |                   | 2,086   |   |   |   | (5,396 | ) |   |   | 2,958 |   |
| Other      assets                                                                                                                |   |                   | (190    | ) |   |   | (1,762 | ) |   |   | (627 | ) |
| Accounts      payable                                                                                                            |   |                   | 237     |   |   |   | (1,787 | ) |   |   | (146 | ) |
| Other      long-term liabilities                                                                                                 |   |                   | 1,614   |   |   |   | — |   |   |   | — |   |
| Accrued      expenses and deferred obligations under operating leases                                                            |   |                   | 2,964   |   |   |   | 4,690 |   |   |   | 2,797 |   |
| Net      cash provided by operating activities                                                                                   |   |                   | 33,850  |   |   |   | 27,757 |   |   |   | 31,153 |   |
| Investing      Activities:                                                                                                       |   |                   |    |   |   |   |   |   |   |   |   |   |
| Expenditures      for property and equipment and computer software                                                               |   |                   | (48,821 | ) |   |   | (55,136 | ) |   |   | (34,572 | ) |
| Collection      of insurance proceeds                                                                                            |   |                   | 2,012   |   |   |   | — |   |   |   | — |   |
| Proceeds      on sale of collateral underlying Monterey promissory note                                                          |   |                   | 373     |   |   |   | — |   |   |   | — |   |
| Business      acquisition, net of cash acquired                                                                                  |   |                   | — |   |   |   | — |   |   |   | (2,743 | ) |
| Payment      of contingent consideration on RA Sushi acquisition                                                                 |   |                   | — |   |   |   | — |   |   |   | (228 | ) |
| Cash      proceeds from sale of Sushi Doraku                                                                                     |   |                   | — |   |   |   | — |   |   |   | 515 |   |
| Purchase      of investment securities, available for sale, net                                                                  |   |                   | (94     | ) |   |   | (21 | ) |   |   | (6 | ) |
| Cash      proceeds from disposal of property and equipment                                                                       |   |                   | — |   |   |   | 10 |   |   |   | 241 |   |
| Collection      on Sushi Doraku note                                                                                             |   |                   | — |   |   |   | 2 |   |   |   | 22 |   |
| Net      cash used in investing activities                                                                                       |   |                   | (46,530 | ) |   |   | (55,145 | ) |   |   | (36,771 | ) |
| Financing      Activities:                                                                                                       |   |                   |    |   |   |   |   |   |   |   |   |   |
| Borrowings      on line of credit                                                                                                |   |                   | 112,535 |   |   |   | 75,767 |   |   |   | — |   |
| Repayments      on line of credit                                                                                                |   |                   | (96,606 | ) |   |   | (58,345 | ) |   |   | — |   |
| Debt      issuance costs                                                                                                         |   |                   | (168    | ) |   |   | — |   |   |   | — |   |
| Repayment      of long-term debt                                                                                                 |   |                   | — |   |   |   | — |   |   |   | (6,666 | ) |
| Dividends      paid on Series B preferred stock                                                                                  |   |                   | (1,004  | ) |   |   | (1,000 | ) |   |   | (1,000 | ) |
| Proceeds      from issuance of common and Class A common stock upon exercise of      options                                     |   |                   | 78      |   |   |   | 2,625 |   |   |   | 2,242 |   |
| Tax      benefit from stock option exercises                                                                                     |   |                   | 18      |   |   |   | 1,614 |   |   |   | 1,188 |   |
| Cash      dividend paid in lieu of fractional shares on stock split                                                              |   |                   | — |   |   |   | (4 | ) |   |   | — |   |
| Net      cash provided by (used in) financing activities                                                                         |   |                   | 14,853  |   |   |   | 20,657 |   |   |   | (4,236 | ) |
| Net      increase (decrease) in cash and cash equivalents                                                                        |   |                   | 2,173   |   |   |   | (6,731 | ) |   |   | (9,854 | ) |
| Cash      and cash equivalents, beginning of year                                                                                |   |                   | 1,718   |   |   |   | 8,449 |   |   |   | 18,303 |   |
| Cash      and cash equivalents, end of year                                                                                      |   | $                      | 3,891   |   |   | $ | 1,718 |   |   | $ | 8,449 |   |
| Supplemental      Cash Flow Information                                                                                          |   |                   |    |   |   |   |   |   |   |   |   |   |
| Cash      paid during the fiscal year for:                                                                                       |   |                   |    |   |   |   |   |   |   |   |   |   |
| Interest                                                                                                                         |   | $                      | 801     |   |   | $ | 300 |   |   | $ | 447 |   |
| Income      taxes                                                                                                                |   |                   | 1,304   |   |   |   | 7,898 |   |   |   | 5,775 |   |
| Noncash      investing and financing activities                                                                                  |   |                   |    |   |   |   |   |   |   |   |   |   |
| Acquired      property and equipment for which cash payments had not yet been      made                                          |   | $                      | 5,867   |   |   | $ | 6,735 |   |   | $ | 4,235 |   |
| Accrued      but unpaid dividends on the Series B preferred stock                                                                |   |                   | 241     |   |   |   | 245 |   |   |   | 249 |   |
| Unrealized      loss on investment securities available for sale, net of    tax                                                  |   |                   | 166     |   |   |   | 31 |   |   |   | — |   |
| Fair      value of assets acquired, other than cash                                                                              |   |                   | — |   |   |   | — |   |   |   | 2,743 |   |
| Note      receivable received as part of consideration for sale of      location                                                 |   |                   | — |   |   |   | — |   |   |   | 24 |   |

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| 1.     | SUMMARY      OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | Operations – As of March      29, 2009, Benihana Inc. including our wholly-owned subsidiaries (“we”      “our” or “us”), owned and operated 64 Benihana restaurants, 22 RA Sushi      restaurants and 9 Haru restaurants. We also had 21 franchised Benihana      restaurants as of March 29, 2009. We own the right to operate, license and      develop restaurants using the Benihana name and trademarks in the United      States, Central and South America and the Caribbean islands. We also own      the United States trademarks and worldwide development rights to the names      “Haru” and “RA” and related trademarks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|   | Basis of Presentation -      The consolidated financial statements include the assets, liabilities and      results of operations of our wholly-owned subsidiaries. All intercompany      accounts and transactions have been eliminated in      consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | On      May 18, 2007, our board of directors unanimously declared a three-for-two      stock split to be effected by means of a dividend of one-half of one share      of common stock for each outstanding share of common stock and each      outstanding share of Class A common stock. Share and per share information      included in the consolidated financial statements has been adjusted to      reflect the impact of the stock dividend, in accordance with Financial      Accounting Standards Board (“FASB”) Statement of Financial Accounting      Standards (“SFAS”) No. 128, “Earnings per Share.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | Fiscal year - We have a      52/53-week fiscal year. Our fiscal year ends on the Sunday within the      dates of March 26 through April 1. The fiscal year is divided into 13      four-week periods. Because of the odd number of periods, our first fiscal      quarter consists of 4 periods totaling 16 weeks and each of the remaining      three quarters consists of 3 periods totaling 12 weeks each. In the event      of a 53-week year, the additional week is included in the fourth quarter      of the fiscal year. This operating calendar provides us with a consistent      number of operating days within each period as well as ensures that      certain significant holidays occur consistently within the same fiscal      quarters. Because of the differences in length of fiscal quarters,      however, results of operations between the first quarter and the later      quarters of a fiscal year are not comparable. Fiscal years 2009 and 2008      consisted of 52 weeks, while fiscal year 2007 consisted of 53      weeks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|   | Use of Estimates - The      preparation of financial statements in conformity with accounting      principles generally accepted in the United States of America (“generally      accepted accounting principles”) requires that we make estimates and      assumptions that affect the reported amounts of assets and liabilities at      the date of the financial statements and the reported amounts of revenue      and expenses during the reporting period. Actual amounts could differ from      those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | Cash and Cash      Equivalents - We consider all highly liquid investment instruments      purchased with an initial maturity of three months or less to be cash      equivalents. Amounts receivable from third-party credit card processors      are also considered cash equivalents because they are both short-term and      highly liquid in nature and are typically converted to cash within three      days of the sales transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|   | Investment securities,      available for sale - We maintain investments in certain publicly      traded mutual funds that invest in debt and equity securities. We invest      in these mutual funds to mirror and track the performance of the elections      made by employees that participate in our deferred compensation plan.      These investments are held in trust in accordance with the deferred      compensation plan and are restricted for payment of plan expenses and      benefits to the participants. These mutual fund investments are classified      as available for sale and are carried at fair value with unrealized gains      and losses reflected as a separate component of stockholders’ equity.      These investments have no stated maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | Accounting for the Costs of      Computer Software Developed or Obtained for Internal Use - The cost      of computer software obtained for internal use is capitalized and recorded      in other assets and is amortized over a three-year period. Amortization of      these costs totaled $0.2 million, $0.4 million and $0.2 million during      fiscal years 2009, 2008 and 2007, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   | Accounting for Long-Lived      Assets - Property and equipment are stated at cost. We capitalize      all direct costs incurred to construct restaurants. Upon opening, these      costs are depreciated and charged to expense based upon their useful life      classification. Rent expense incurred during the construction period is      not capitalized but is charged to restaurant opening costs. The amount of      interest capitalized in connection with restaurant construction in fiscal      years 2009, 2008 and 2007 was approximately $0.2 million, $0.2 million and      $0.3 million, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | We      periodically assess the potential impairment of long-lived assets whenever      events or changes in circumstances indicate that the carrying value may      not be recoverable. We consider a history of consistent and significant      negative comparable restaurant sales, declining operating profit, or      operating losses to be primary indicators of potential asset impairment,      after an individual restaurant location has been operating for two years.      Assets are grouped and evaluated for impairment at the lowest level for      which there is identifiable cash flows, primarily at the individual      restaurant level. When indicators of potential impairment are present, the      carrying values of the assets are evaluated in relation to the operating      performance and estimated future undiscounted cash flows of the underlying      restaurant. If a forecast of undiscounted future operating cash flows      directly related to the restaurant is less than the carrying amount of the      restaurant’s long-lived assets, the carrying amount is compared to fair      value. An impairment loss is measured as the amount by which the carrying      amount of the restaurant’s long-lived assets exceeds its fair value, and      the charge is taken against results of operations. Fair value is an      estimate based on a net present value model, which discounts projected      free cash flows at a computed weighted average cost of capital as the      discount rate. The projected free cash flows used in calculating estimated      fair value involve a significant amount of judgment and include our best      estimates of expected future comparable sales and operating performance      for each restaurant. |

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|   | During      fiscal year 2009, as a result of a prolonged economic downturn and its      resulting impact on our expectation of future cash flows, we determined      that a change in circumstances had occurred and the carrying value of      certain of our property and equipment may not be recoverable. As a result,      we performed an analysis of the carrying value of our property and      equipment. As further discussed in Note 11, Impairment Charges, of the      consolidated financial statements, we recorded an impairment charge of      $9.6 million ($5.7 million after-tax) during fiscal year 2009 related to      the write-down of property and equipment to estimated fair value at five      restaurants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | Accounting for Goodwill and      Intangibles - Goodwill consists of the cost of an acquired business      in excess of the fair value of net assets acquired, using the purchase      method of accounting. Goodwill and other intangible assets deemed to have      indefinite lives are not amortized and are subject to annual impairment      tests. Intangible assets deemed to have definite lives are amortized over      their estimated useful lives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | We      review goodwill and other indefinite-lived intangible assets annually for      impairment or more frequently if indicators of impairment exist. The      goodwill impairment test involves a two-step process. The first step is a      comparison of each reporting unit’s fair value to its carrying value. If      the carrying value of the reporting unit is greater than its fair value,      there is an indication that impairment may exist, and the second step must      be performed to measure the amount of impairment loss. The purpose of the      second step is only to determine the amount of goodwill that should be      recorded on the balance sheet. We evaluate goodwill at the reporting unit      level using an estimation of fair value based upon (1) an analysis of      discounted cash flow projections (income approach) and (2) an analysis of      cash flows of the reporting unit using market-derived earnings multiples      of similar restaurant businesses that were bought and sold within a      reasonable time frame to our own evaluation (market approach). The second      step, if required, involves an analysis reflecting the allocation of fair      value determined in the first step (as if it was the purchase price in a      business combination). If the calculated fair value of the goodwill      resulting from this allocation is lower than the carrying value of the      goodwill in the reporting unit, the difference is reflected as a non-cash      impairment loss. The recorded amounts of other items on the balance sheet      are not adjusted. |
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|   | We      performed our assessment for possible impairment during fiscal years 2009,      2008 and 2007 and no impairment charges resulted from the impairment tests      in fiscal years 2008 and 2007. There were no changes in goodwill during      fiscal years 2008 or 2007. As further discussed in Note 11, Impairment      Charges, of the consolidated financial statements, during fiscal year      2009, we recorded an impairment charge of $11.9 million ($7.0 million      after-tax) related to the write-down of goodwill allocated to the RA Sushi      reporting unit to its implied fair value as determined by step two of the      goodwill impairment test.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | The      following table reflects the changes in the carrying amount of goodwill      for fiscal year 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

|   | Balance      as of March 30, 2008 |   | $      | 29,900  |   |
|--------|-----------------------------------|--------|--------|---------|--------|
|   | Impairment      charge            |   |   | (11,880 | )      |
|   | Balance      as of March 29, 2009 |   | $      | 18,020  |   |

|   | The      costs of purchasing transferable liquor licenses through open markets in      jurisdictions with a limited number of authorized liquor licenses are      capitalized as indefinite lived intangible assets and included in other      assets in the accompanying consolidated balance sheets. We review premiums      on liquor licenses for impairment annually or more frequently if      impairment indicators exist. We performed our assessment for possible      impairment during fiscal years 2009, 2008 and 2007 and no impairment      charges resulted from the impairment tests.                                                                         |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Other      intangible assets include lease acquisition costs, capitalized computer      software costs and reacquired franchise rights. These intangible assets      are classified as other assets, net in the accompanying consolidated      balance sheets. Lease acquisition costs are amortized over the remaining      life of the acquired lease. Capitalized computer software costs are      amortized over three years. Reacquired franchise rights are amortized over      the remaining term of purchased rights. Amortization of intangibles      totaled $0.6 million, $0.7 million and $0.5 million during fiscal years      2009, 2008 and 2007,respectively. |

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|--------|------------------------------------------------------------------------------------------------------------------------------|
|   | Estimated      amortization expense over the estimated remaining life of intangible      assets is as follows (inthousands): |

|   | Fiscal      year: |   |   |   |   |
|--------|-------------------|--------|--------|--------|--------|
|   | 2010              |   | $      | 949    |   |
|   | 2011              |   |   | 941    |   |
|   | 2012              |   |   | 664    |   |
|   | 2013              |   |   | 254    |   |
|   | 2014              |   |   | 254    |   |
|   | Thereafter        |   |   | 303    |   |
|   | Total             |   | $      | 3,365  |   |

|   | Self-Insurance – We are      self-insured for certain losses, principally related to health and      workers’ compensation, and we maintain stop loss coverage with third party      insurers to limit our total exposure. The self-insurance liability      represents an estimate of the ultimate cost of claims incurred and unpaid,      both reported and unreported, as of the balance sheet date. We utilize      estimates of expected losses, based on statistical analyses, to validate      our self-insurance liability on a quarterly basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | Revenue Recognition –      Revenues from food and beverage sales are recognized as products are sold.      We sell gift cards to customers in our restaurants and through our      websites. Proceeds from the sale of gift cards are deferred until the      revenue recognition criteria has been met, generally upon redemption. Gift      card breakage is recorded when the likelihood of the redemption of the      gift cards becomes remote, which is based on historical redemption      patterns. Initial franchise fees are recorded as income when substantially      all of our material obligations under the franchise agreement are      satisfied, which generally coincides with the opening of the franchised      restaurants. Continuing royalties, which are based upon a percentage of      each franchised restaurant’s gross revenues, are recognized as income when      earned. Sales taxes collected from customers and remitted to governmental      authorities are presented on a net basis within sales in our consolidated      statements of earnings.                                                                                                                                                                                                                                 |
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|   | Accounting for Leases -      Rent expense for our operating leases, which generally have escalating      rentals over the term of the lease, is recorded on a straight-line basis      over the lease term, as defined in SFAS No. 13, “Accounting for Leases.”      Generally, the lease term commences on the date when we become legally      obligated for the rent payments or as specified in the lease agreement.      Recognition of rent expense begins when we have the right to control the      use of the leased property, which is typically before rent payments are      due under the terms of most of our leases. The difference between rent      expense and rent paid is recorded as a deferred rent obligation and is      included in the accompanying consolidated balance sheets. Percentage rent      expense is generally based upon sales levels and is accrued at the point      in time we determine that it is probable that the sales levels will be      achieved. Leasehold improvements are amortized on the straight-line method      over the shorter of the estimated life of the asset or the same expected      lease term used for lease accounting purposes. Leasehold improvements paid      for by the lessor are recorded as leasehold improvements and deferred      rent. |
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|   | 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      leasehold improvements - lesser of the expected lease term used for lease      accounting purposes or their useful lives). Depreciation expense      associated with property and equipment totaled $18.1 million, $16.6      million and $13.3 million for fiscal years 2009, 2008 and 2007,      respectively. During fiscal years 2009, 2008 and 2007, we incurred      incremental depreciation expense of $0.4 million, $2.4 million and $1.6      million, respectively, related to our review of the estimated useful lives      of assets for restaurants scheduled to be remodeled as part of our      renovation program.                                                                                                                                                                                                                                                                                                                                                      |
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|   | Restaurant Opening Costs      - Restaurant opening costs include costs to recruit and train hourly      restaurant employees, wages, travel and lodging costs for our opening      training team and other support employees, costs for practice service      activities and straight-line minimum base rent during the restaurant      preopening period for accounting purposes. We expense restaurant opening      costs as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   | Advertising -      Advertising costs are expensed as incurred. Advertising costs were $7.8      million, $7.7 million and $6.7 million in fiscal 2009, 2008 and 2007,      respectively, and are included in marketing, general and administrative      expenses in the accompanying consolidated statements of      earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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|   | Stock-Based Compensation      - SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”)      requires compensation costs related to share-based payments to employees,      including grants of employee and director stock options, to be recognized      in the financial statements based on their fair values. With limited      exceptions, the amount of compensation cost will be measured based on the      fair market value on the grant date. Compensation cost is recognized over      the period that an employee provides service for that award, resulting in      charges to earnings. We use the Black-Scholes option pricing model in      measuring fair value, which requires the input of subjective assumptions.      These assumptions include the risk-free interest rate, an expectation of      the dividend yield, estimating the length of time employees will retain      their vested stock options before exercising them (expected term), the      volatility of our stock price over the expected term and the number of      options that will ultimately not complete their vesting requirements      (forfeitures). The following summarizes assumptions used in estimating the      fair value of option grants: |

|   |                         |   | Fiscal      Year |              |
|--------|------------------------------|--------|------------------|-------------------|
|   |                         |   | 2009             |              | 2008 |   | 2007 |   |
|   | Risk      free interest rate |   |             | 3.4%      - 3.7   | % |   | 3.4%      - 4.6 | % |   | 4.6 | % |
|   | Expected      dividend yield |   |             | —           |   |   | — |   |   | — |   |
|   | Expected      term           |   |             | 3      years      |   |   | 3      years |   |   | 3      years |   |
|   | Expected      volatility     |   |             | 51.0%      - 65.4 | % |   | 46.4%      - 48.5 | % |   | 44.0 | % |

|   | The      risk-free interest rate is based on the U.S. Treasury yield curve in      effect at the time of grant for the expected term of the option. The      expected dividend yield is based on our history and expectation of      dividend payments. The expected term is based on the period of time the      options are expected to be outstanding. The volatility factor is based on      historical monthly price observations of the underlying shares over the      expected term of the option as we have no reason to believe that future      volatility over the expected term is likely to differ from historical      volatility. Forfeitures are expected not to be significant and have not      historically been significant. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | In      accordance with SFAS 123R, tax benefits related to equity award grants      that are in excess of the tax benefits recorded on our consolidated      statements of earnings are classified as a cash inflow in the financing      section of the accompanying consolidated statements of cash      flows.                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | (Loss) Earnings Per      Share - Basic (loss) earnings per common share is computed by      dividing net (loss) income attributable to common stockholders by the      weighted average number of common shares outstanding during each period.      The diluted (loss) earnings per common share computation includes dilutive      common share equivalents issued under our various stock option plans and      conversion rights of Series B preferred stock. The components used in the      computation of basic (loss) earnings per share and diluted (loss) earnings      per share for each fiscal year are shown below (in    thousands):                                                                                               |

|   |                                                                                                                              |   | March      29,2009 |    |   | March      30,2008 |   |   | April      1,2007 |   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---------|--------|--------------------|--------|--------|-------------------|--------|
|   |                                                                                                                              |   |               |    |   |               |   |   |              |   |
|   | Net      (loss) income                                                                                                            |   | $                  | (5,065  | )      |               | $      | 12,793 |              |   | $ | 14,495 |   |
|   | Less:      Accretion of preferred stock issuance costs and preferred stock      dividends                                    |   |               | (1,087  | )      |               |   | (1,084 | )                 |   |   | (1,104 | ) |
|   | (Loss)      income for computation of basic (loss) earnings per share                                                             |   |               | (6,152  | )      |               |   | 11,709 |              |   |   | 13,391 |   |
|   | Add:      Accretion of preferred stock issuance costs and preferred stock      dividends (Note 8)                       |   |               | — |   |               |   | 1,084  |              |   |   | 1,104 |   |
|   | (Loss)      income for computation of diluted (loss) earnings pershare                                                            |   | $                  | (6,152  | )      |               | $      | 12,793 |              |   | $ | 14,495 |   |
|   |                                                                                                                              |   |               |    |   |               |   |   |              |   |   |   |   |
|   |                                                                                                                              |   |               |    |   |               |   |   |              |   |   |   |   |
|   | Weighted      average number of common shares in basic (loss) earnings per      share                                             |   |               | 15,289  |   |               |   | 15,173 |              |   |   | 14,841 |   |
|   | Effect      of dilutive securities:                                                                                               |   |               |    |   |               |   |   |              |   |   |   |   |
|   | Stock      options and warrants                                                                                                   |   |               | — |   |               |   | 334    |              |   |   | 838 |   |
|   | Convertible      preferred shares                                                                                                 |   |               | — |   |               |   | 1,662  |              |   |   | 1,598 |   |
|   | Weighted      average number of common shares and dilutive potential common shares used      in diluted (loss) earnings per share |   |               | 15,289  |   |               |   | 17,169 |              |   |   | 17,277 |   |

|   | During      fiscal years 2009 and 2008, stock options to purchase 1.6 million and 0.5      million shares of common stock were excluded from the calculation of      diluted earnings per share since the effect would be considered      anti-dilutive. During fiscal year 2007, no stock options were excluded      from the calculation of diluted earnings per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | In      accordance with SFAS 128, “Earnings per Share,” convertible preferred      stock shall be assumed to have been converted at the beginning of the      period and the resulting common shares shall be included in the      denominator of diluted EPS. In applying the if-converted method,      conversion shall not be assumed for purposes of computing diluted EPS if      the effect would be anti-dilutive. Convertible preferred stock is      anti-dilutive whenever the amount of the dividend declared in or      accumulated for the current period per common share obtainable upon      conversion exceeds basic EPS. For the fiscal year ended March 29, 2009,      the dividend declared per common share obtainable upon conversion of the      Series B preferred stock exceeded basicEPS. |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Income Taxes – We      provide for federal and state income taxes currently payable as well as      for those deferred because of temporary differences between reporting      income and expenses for financial statement purposes versus tax purposes.      We use the asset and liability method, which requires the recognition of      deferred tax assets and liabilities for the expected future tax      consequences of events that have been included in the consolidated      financial statements. Deferred tax assets and liabilities are measured      using enacted tax rates expected to apply in the years in which those      temporary differences are expected to be recovered or settled. Recognition      of deferred tax assets is limited to amounts considered by us to be more      likely than not of realization in future periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | On      April 2, 2007, we adopted the provisions of FASB Interpretation No. 48,      “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB      Statement No. 109” (“FIN 48”). FIN 48 addresses the determination of how      benefits claimed or expected to be claimed on a tax return should be      recorded in the financial statements. Under FIN 48, a tax benefit is      recorded from an uncertain tax position only if it is more likely than not      that the tax position will be sustained on examination by the taxing      authorities, based on the technical merits of the position. The tax      benefits recognized in the financial statements from such a position are      measured based on the largest amount of benefit that is greater than 50%      likely of being realized upon ultimate settlement with a taxing      authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Other Comprehensive Loss      –For the fiscal years 2009 and 2008, the only component of other      comprehensive loss is the net unrealized losses on our investments      classified as available for sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Segment Reporting - We      account for our segments in accordance with SFAS No. 131, “Disclosure      about Segments of an Enterprise and Related Information” (“SFAS 131”).      SFAS 131 requires that a public company report annual and interim      financial and descriptive information about its reportable operating      segments. Operating segments, as defined, are components of an enterprise      about which separate financial information is available that is evaluated      regularly by the chief operating decision maker in deciding how to      allocate resources and in assessing performance. We have determined that      our reportable segments are those that are based on our methods of      internal reporting and management structure, which is based upon our      restaurant concepts. Accordingly, our reportable segments are based on      restaurant concept.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | There      were no material amounts of revenues or transfers between reportable      segments. Revenues from external customers are derived principally from      food and beverage sales. We do not rely on any major customers as a source      of revenue. For fiscal years 2009, 2008 and 2007, franchise revenues      attributed to foreign countries totaled approximately $0.4 million, $0.5      million and $0.3 million, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | New Accounting Pronouncements      That May Affect Financial Reporting – In September 2006, the FASB      issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157      defines fair value, establishes a framework for measuring fair value and      enhances disclosures about fair value measures required under other      accounting pronouncements but does not change existing guidance as to      whether or not an instrument is carried at fair value. SFAS 157 is      effective for financial assets and liabilities for fiscal years beginning      after November 15, 2007. In February 2008, the FASB amended SFAS 157 by      issuing FASB Staff Position (“FSP”) FAS 157-1, “Application of FASB      Statement No. 157 to FASB Statement No. 13 and Other Accounting      Pronouncements That Address Fair Value Measurements for Purposes of Lease      Classification or Measurement under Statement 13,” which states that SFAS      157 does not address fair value measurements for purposes of lease      classification or measurement. In February 2008, the FASB issued FSP FAS      157-2, “Effective Date of FASB Statement No. 157,” which delayed the      effective date of SFAS 157 to fiscal years beginning after November 15,      2008, for non-financial assets and liabilities, except for items that are      recognized or disclosed at fair value in the financial statements on a      recurring basis. In April 2009, the FASB issued FSP FAS 157-4,      “Determining Fair Value When the Volume and Level of Activity for the      Asset or Liability Have Significantly Decreased and Identifying      Transactions That Are Not Orderly,” which provides additional guidance for      estimating fair value in accordance with SFAS 157 when the volume and      level of activity for the asset or liability have significantly decreased      and for identifying circumstances that indicate a transaction is not      orderly. FSP FAS 157-4 is effective for interim and annual reporting      periods ending after June 15, 2009. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Our      adoption of the provisions of SFAS 157 on March 31, 2008, with respect to      financial assets and liabilities measured at fair value, did not have a      material impact on our fair value measurements or our consolidated      financial statements for fiscal year 2009. In accordance with FSP FAS      157-2, we are currently evaluating the potential impact of applying the      provisions of SFAS 157 to our non-financial assets and liabilities      beginning in fiscal year 2010, including (but not limited to) the      valuation of our reporting units for the purpose of assessing goodwill      impairment and the valuation of property and equipment and other long-term      assets when assessing long-lived asset impairment. We do not expect the      provisions of FSP FAS 157-4 to materially impact our financial statements      beginning in fiscal year 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | In      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159      provides reporting entities an option to report selected financial assets      and liabilities at fair value. SFAS 159 establishes presentation and      disclosure requirements designed to facilitate comparisons between      companies that choose different measurement attributes for similar types      of assets and liabilities. The standard also requires additional      information to aid financial statement users’ understanding of a reporting      entity’s choice to use fair value on its earnings and also requires      entities to display the fair value of those affected assets and      liabilities in the primary financial statements. SFAS 159 is effective as      of the beginning of a reporting entity’s first fiscal year beginning after      November 15, 2007. Application of the standard is optional and any impacts      are limited to those financial assets and liabilities to which SFAS 159      would be applied. We adopted SFAS 159 effective March 31, 2008 and have      elected not to measure any of our current eligible financial assets or      liabilities at fair value uponadoption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | In      December 2007, the FASB issued SFAS No. 141R, “Business Combinations”      (“SFAS 141R”). SFAS 141R establishes the principles and requirements on      how an acquirer recognizes and measures in its financial statements the      identifiable assets acquired, liabilities assumed and any noncontrolling      interest in the acquiree as well as the recognition and measurement of      goodwill acquired in a business combination. SFAS 141R also requires      certain disclosures to enable users of the financial statements to      evaluate the nature and financial effects of the business combination.      Acquisition costs associated with the business combination will generally      be expensed as incurred. SFAS 141R is effective for business combinations      occurring in fiscal years beginning after December 15, 2008. Early      adoption of SFAS 141R is not permitted. Acquisitions, if any, after the      effective date will be accounted for in accordance with SFAS      141R.                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | In      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in      Consolidated Financial Statements – an Amendment of ARB No. 51” (“SFAS      160”). SFAS 160 applies to all entities that prepare consolidated      financial statements but will affect only those entities that have an      outstanding noncontrolling interest in one or more subsidiaries or that      deconsolidate a subsidiary. SFAS 160 establishes accounting and reporting      standards that require noncontrolling interests to be reported as a      component of equity, changes in a parent’s ownership interest while the      parent retains its controlling interest be accounted for as equity      transactions and any retained noncontrolling equity investment upon the      deconsolidation of a subsidiary be initially measured at fair value. SFAS      160 is to be applied prospectively to business combinations consummated on      or after the beginning of the first annual reporting period on or after      December 15, 2008. Acquisitions, if any, after the effective date will be      accounted for in accordance with SFAS 160. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | In      April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim      Disclosures about Fair Value of Financial Instruments,” which amends FASB      Statement No. 107, “Disclosures about Fair Value of Financial      Instruments,” to      require disclosures about fair value of financial instruments for interim      reporting periods of publicly traded companies as well as in annual      financial statements. This FSP also amends Accounting Principles Board      (“APB”) Opinion No. 28, “Interim Financial Reporting,” to require those      disclosures in summarized financial information at interim reporting      periods. This FSP is effective for interim reporting periods ending after      June 15, 2009, with early adoption permitted for periods ending after      March 15, 2009. We have elected not to early adopt and are currently      evaluating the potential impact of applying the provisions of FSP FAS      107-1 and APB 28-1 beginning in fiscal year 2010.                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | In      April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and      Presentation of Other-Than-Temporary Impairments,” which improves the      presentation and disclosure of other-than-temporary impairments on debt      and equity securities in the financial statements but does not amend      existing recognition and measurement guidance related to      other-than-temporary impairments of equity securities. This FSP is      effective for interim and annual reporting periods ending after June 15,      2009, with early adoption permitted for periods ending after March 15,      2009. We have elected not to early adopt and are currently evaluating the      potential impact of applying the provisions of FSP FAS 115-2 and FAS 124-2      beginning in fiscal year 2010.                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | In      May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”).      The objective of SFAS 165 is to establish general standards of accounting      for and disclosure of events that occur after the balance sheet date but      before financial statements are issued or are available to be issued. It      requires the disclosure of the date through which an entity has evaluated      subsequent events and the basis for that date. SFAS 165 is effective for      interim and annual periods ending after June 15, 2009 and, to the extent      required, we will apply the provisions of SFAS 165 beginning in fiscal      year 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.     | INVENTORIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Inventories      consist of (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

|   |                   |   | March      29,2009 |   |   | March      30,2008 |   |
|--------|------------------------|--------|--------------------|--------|--------|--------------------|--------|
|   |                   |   |               |   |   |               |   |   |   |
|   | Food      and beverage |   | $                  | 2,785  |   |               | $      | 2,511 |   |
|   | Supplies               |   |               | 3,744  |   |               |   | 3,966 |   |
|   |                   |   | $                  | 6,529  |   |               | $      | 6,477 |   |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.     | FAIR      VALUE OF FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The      carrying amounts of cash and cash equivalents, receivables, accounts      payable and accrued liabilities approximate fair value because of the      short-term nature of the items as of March 29, 2009 and March 30, 2008.      The carrying amounts of our debt at March 29, 2009 and March 30, 2008      approximate fair value due to the variable rates associated with the debt      instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | On      March 31, 2008, we partially adopted SFAS 157 as a result of applying the      deferral provisions of FSP FAS 157-2. SFAS 157 defines fair value as the      price that would be received to sell an asset or paid to transfer a      liability (i.e., the exit price) in an orderly transaction between market      participants at the measurement date. SFAS 157 clarifies that fair value      is a market- based measurement that should be determined based on      assumptions that market participants would use in pricing an asset and      liability. As a basis for considering these assumptions, SFAS 157      establishes a fair value hierarchy that prioritizes the inputs used to      measure fair value. The hierarchy gives the highest priority to unadjusted      quoted prices in active markets for identical assets or liabilities (Level      1 measurements) and the lowest priority to unobservable inputs (Level 3      measurements). |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | As      of March 29, 2009 and March 30, 2008, we had certain publicly traded      mutual funds that invest in debt and equity securities that are required      to be measured at fair value on a recurring basis. We invest in these      mutual funds to mirror and track the performance of the elections made by      employees that participate in our deferred compensation plan. These mutual      fund investments are classified as available for sale and are carried at      fair value with unrealized gains and losses reflected as a separate      component of stockholders’ equity. We determined the fair value of our      investment securities available for sale using quoted market prices (Level      1 in the fair value hierarchy). We do not have any other fair value      measurements under SFAS 157 as of March 29, 2009. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The      following tables disclose, as of March 29, 2009 and March 30, 2008, our      available for sale investment securities that have been in a continuous      unrealized net loss position for less than 12 months and those that have      been in a continuous unrealized-loss position for 12 or more (in      thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

|   |                            |   | 12      months or greater |    |   | less      than 12 months |   |
|--------|---------------------------------|--------|---------------------------|---------|--------|--------------------------|--------|
|   |                            |   | March      29, 2009       |    |   | March      29, 2009      |   |
|   |                            |   | Cost                      |    |   | Fair      value          |   |   | Grossunrealized      loss |   |   | Cost |   |   | Fair      value |   |   | Grossunrealized      loss |   |
|   |                            |   |                      |    |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Equity      securities          |   | $                         | 860     |   |                     | $      | 543 |   |   | $ | (317 | ) |   | $ | — |   |   | $ | — |   |   | $ | — |   |
|   | Fixed      income securities    |   |                      | 64      |   |                     |   | 48 |   |   |   | (16 | ) |   |   | — |   |   |   | — |   |   |   | — |   |
|   | Money      market fund deposits |   |                      | 40      |   |                     |   | 40 |   |   |   | — |   |   |   | — |   |   |   | — |   |   |   | — |   |
|   |                            |   | $                         | 964     |   |                     | $      | 631 |   |   | $ | (333 | ) |   | $ | — |   |   | $ | — |   |   | $ | — |   |
|   |                            |   |                      |    |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   |                            |   | 12      months or greater |    |   | less      than 12 months |   |
|   |                            |   | March      30, 2008       |    |   | March      30, 2008      |   |
|   |                            |   | Cost                      |    |   | Fair      value          |   |   | Grossunrealized      loss |   |   | Cost |   |   | Fair      value |   |   | Grossunrealized      loss |   |
|   |                            |   |                      |    |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Equity      securities          |   | $                         | — |   |                     | $      | — |   |   | $ | — |   |   | $ | 727 |   |   | $ | 681 |   |   | $ | (46 | ) |
|   | Fixed      income securities    |   |                      | — |   |                     |   | — |   |   |   | — |   |   |   | 116 |   |   |   | 109 |   |   |   | (7 | ) |
|   | Money      market fund deposits |   |                      | — |   |                     |   | — |   |   |   | — |   |   |   | 18 |   |   |   | 18 |   |   |   | — |   |
|   |                            |   | $                         | — |   |                     | $      | — |   |   | $ | — |   |   | $ | 861 |   |   | $ | 808 |   |   | $ | (53 | ) |

|   | We      do not believe these net unrealized losses are other-than-temporary, as we      anticipate that will be able to hold these investments for a period of      time sufficient to allow for any anticipated recovery in fair value. We do      not have any present plans to sell any investments that are currently in      an unrealized loss position. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                           |
| 4.     | PROPERTY      AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | Property      and equipment, net consists of (inthousands):                                                                                                                                                                                                                                                                                                    |

|   |                                                 |   | March      29,2009 |    | March      30,2008 |   |
|--------|------------------------------------------------------|--------|--------------------|---------|--------------------|--------|
|   |                                                 |   |               |    |               |   |   |   |
|   | Land                                                 |   | $                  | 14,414  |               | $      | 14,414 |   |
|   | Buildings                                            |   |               | 40,764  |               |   | 39,880 |   |
|   | Leasehold      improvements                          |   |               | 175,185 |               |   | 147,705 |   |
|   | Restaurant      furniture, fixtures and equipment    |   |               | 46,937  |               |   | 39,011 |   |
|   |                                                 |   |               | 277,300 |               |   | 241,010 |   |
|   | Less:      Accumulated depreciation and amortization |   |               | 84,655  |               |   | 70,687 |   |
|   |                                                 |   |               | 192,645 |               |   | 170,323 |   |
|   | Construction      in progress                        |   |               | 10,654  |               |   | 13,853 |   |
|   |                                                 |   | $                  | 203,299 |               | $      | 184,176 |   |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | During      fiscal year 2008, the Benihana restaurant in Memphis, TN was destroyed by      fire, and we wrote off the net book value of damaged property and recorded      an insurance receivable for those assets. During fiscal year 2009, we      received $2.0 million in insurance proceeds, which were used to rebuild      the restaurant, and $0.5 million in business interruption insurance      proceeds were recognized, which offset fiscal year 2009 restaurant      operating expenses. During the first quarter of fiscal year 2010, we      collected the balance on the outstanding insurance claims and, at that      time, we recognized a gain of approximately $0.1 million. The Memphis, TN      location re-opened in January of 2009. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.     | OTHER      ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Other      assets, net consist of (inthousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

|   |                                                                                                  |   | March      29,2009 |   |   | March      30,2008 |   |
|--------|-------------------------------------------------------------------------------------------------------|--------|--------------------|--------|--------|--------------------|--------|
|   |                                                                                                  |   |               |   |   |               |   |
|   | Security      deposits                                                                                |   | $                  | 3,048  |   |               | $      | 3,035 |   |
|   | Premium      on liquor licenses                                                                       |   |               | 1,983  |   |               |   | 1,899 |   |
|   | Capitalized      computer software, net of accumulated amortization of $177 in fiscal year      2009  |   |               | 1,503  |   |               |   | 227 |   |
|   | Lease      acquisition costs, net of accumulated amortization of $1,440 and $1,261,      respectively |   |               | 941    |   |               |   | 1,120 |   |
|   | Reacquired      franchise rights, net of accumulated amortization of $193 and $118,      respectively |   |               | 632    |   |               |   | 707 |   |
|   | Other,      net of accumulated amortization of $1,947 and $1,745,      respectively                   |   |               | 289    |   |               |   | 229 |   |
|   |                                                                                                  |   | $                  | 8,396  |   |               | $      | 7,217 |   |

| 6.     | ACCRUED      EXPENSES                           |
|--------|-------------------------------------------------|
|   |                                            |
|   | Accrued      expenses consist of (inthousands): |

|   |                                                           |   | March      29,2009 |   |   | March      30,2008 |   |
|--------|----------------------------------------------------------------|--------|--------------------|--------|--------|--------------------|--------|
|   |                                                           |   |               |   |   |               |   |
|   | Accrued      payroll, incentive compensation and related taxes |   | $                  | 5,211  |   |               | $      | 5,525 |   |
|   | Accrued      capital expenditures                              |   |               | 3,957  |   |               |   | 5,056 |   |
|   | Unredeemed      gift cards and certificates                    |   |               | 3,329  |   |               |   | 3,488 |   |
|   | Accrued      workers compensation claims                       |   |               | 2,366  |   |               |   | 2,226 |   |
|   | Sales      taxes payable                                       |   |               | 1,613  |   |               |   | 1,529 |   |
|   | Accrued      retirement and severance obligation               |   |               | 1,317  |   |               |   | — |   |
|   | Accrued      percentage rent                                   |   |               | 1,114  |   |               |   | 1,379 |   |
|   | Other      accrued liabilities                                 |   |               | 6,914  |   |               |   | 6,023 |   |
|   |                                                           |   | $                  | 25,821 |   |               | $      | 25,226 |   |

| 7.     | LONG-TERM      DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | We      had available up to $75 million from Wachovia Bank, National Association      (“Wachovia”) under the terms of a line of credit entered on March 15,      2007. The line of credit facility allowed us to borrow up to $75 million      through March 15, 2012 and was secured by the assets of Benihana Inc.      There were no scheduled payments prior to maturity; however, we could      prepay outstanding borrowings prior to that date. We had the option to pay      interest at Wachovia’s prime rate plus an applicable margin or at the      London interbank offering rate (“LIBOR”) plus an applicable margin. The      interest rate varied depending upon the ratio of the sum of our earnings      before interest, taxes, depreciation and amortization, as defined in the      agreement, to our indebtedness. We also incurred a commitment fee on the      unused balance available under the terms of the line of credit, based on a      leverage ratio. |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | On      November 19, 2008 and February 9, 2009, we amended the line of credit      discussed above. We currently have available up to $60 million from      Wachovia under the terms of a line of credit entered on March 15, 2007,      the second amendment to the line of credit entered into on November 19,      2008 and the third amendment to the line of credit entered into on      February 9, 2009. While providing for working capital, capital      expenditures and general corporate purposes, the amended line of credit      agreement requires that we maintain certain financial ratios and      profitability amounts and restricts the payment of cash dividends as      well as the use of proceeds to purchase our stock. The amended line of      credit allows us to borrow up to $60 million through March 15, 2011,      provided that $10 million of this commitment is subject to Wachovia’s      successfully syndicating a portion of the loan or our attaining a leverage      ratio of less than 3.5 to 1.0 for two consecutive fiscal quarters, and is      secured by the assets of Benihana Inc. The amended line of credit also      permits us to further increase the commitment under the credit agreement      up to an additional $15 million, subject to certain terms and conditions.      There are no scheduled payments prior to maturity; however, we may prepay      outstanding borrowings prior to that date. The amended line of credit      provides for a commitment fee of 0.3% on the unused portion of the loan      commitment. Interest rates payable under the amended line of credit vary      depending on our leverage ratio and range from 1.25% to 3.50% above the      applicable LIBOR rate or, at our option, from 0.0% to 2.0% above the      applicable interest rate. For an interim period, the amended line of      credit both decreases the fixed charge coverage ratio and increases the      leverage ratio, which we are required to maintain under the credit      agreement. At March 29, 2009, we were in compliance with      the financial covenants of the amended line of credit agreement      with Wachovia. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | At      March 29, 2009, we had $33.4 million outstanding under the amended line of      credit with Wachovia at an interest rate of 4.0%. The amount available to      be borrowed under the amended line of credit is reduced on a      dollar-for-dollar basis by the cumulative amount of any outstanding      letters of credit, which totaled $0.5 million at March 29, 2009.      Accordingly, at March 29, 2009, we had available $16.1 million for      borrowing under the amended line of credit, with an additional $10 million      available under certain terms and conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 8.     | CONVERTIBLE      PREFERRED STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | On      July 1, 2004, we received net proceeds of $9.3 million, after transaction      costs, representing the funding of the first $10.0 million tranche of the      sale of $20.0 million aggregate principal amount of Series B Convertible      Preferred Stock (“Series B preferred stock”) to BFC Financial Corporation      (“BFC”). In connection with the first tranche, we issued and sold 0.4      million shares of our Series B preferred stock. On August 4, 2005, we      completed the second and final tranche consisting of $10.0 million      aggregate principal amount of our Series B preferred stock sold to BFC. In      connection with the second tranche, we issued and sold 0.4 million shares      of our Series B preferred stock. We received net proceeds of $9.9 million,      after transaction costs, from the sale. John E. Abdo, a director, is also      a director and Vice Chairman of the Board of BFC and is a significant      shareholder of BFC. Alan B. Levan, who became a director after the end of      fiscal year 2009, is Chairman, Chief Executive Officer and President, as      well as a significant shareholder, of BFC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | The      Series B preferred stock has a liquidation preference of $20.0 million, or      $25.00 per share, (subject to anti-dilution provisions) plus accrued and      unpaid dividends. The Series B preferred stock is convertible into our      common stock at a conversion price of approximately $12.67 per share (as      adjusted, to reflect the three-for-two stock split) that equates to 1.97      shares of common stock for each share of Series B preferred stock (subject      to anti-dilution provisions). The 0.8 million shares of Series B preferred      stock outstanding at March 29, 2009 are convertible into an aggregate 1.6      million shares of common stock. The Series B preferred stock carries a      dividend at the annual rate of $1.25 per share (or 5% of the purchase      price) payable in cash or additional Series B preferred stock, and votes      on an “as if converted” basis together with the common stockholders on all      matters put to a vote of the holders of common stock. In addition, under      certain circumstances, the approval of a majority of the Series B      preferred stock is required for certain events outside the ordinary course      of business, principally acquisitions or disposition of assets having a      value in excess of 25% of our total consolidatedassets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | We      pay quarterly dividends on the Series B preferred stock, and at March 29,      2009, accrued but unpaid dividends totaled $0.2 million, or $0.30 per      share, of the Series B preferred stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Since      the Series B preferred stock is convertible into common stock at a      conversion price of approximately $12.67 per share (as adjusted to reflect      the three-for-two stock split) and the common stock was trading at      approximately $13.33 per share (as adjusted to reflect the three-for-two      stock split) on August 4, 2005 when the second tranche was completed, a      deemed dividend was recognized on the beneficial conversion feature, in      connection with the second tranche, totaling $0.5 million. The deemed      dividend will not result in any cash payments to the holders of the Series      B preferred stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | We      are obligated to redeem the Series B preferred stock at its original issue      price on July 2, 2014, which date may be extended by the holders of a      majority of the then-outstanding shares of Series B preferred stock to a      date no later than July 2, 2024. We may pay the redemption in cash or, at      our option, in shares of common stock valued at then-current market prices      unless the aggregate market value of our common stock and any other common      equity is below $75.0 million. In addition, the Series B preferred stock      may, at our option, be redeemed in cash at any time beginning three years      from the date of issue if the volume-weighted average price of the common      stock exceeds approximately $25.33 per share (as adjusted to reflect the      three-for-two stock split) for sixty consecutive trading    days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Pursuant      to the agreement under which BFC purchased the Series B preferred stock,      BFC is entitled to elect one individual to our board of directors but has      waived such right so long as either John E. Abdo or Alan B. Levan have      been otherwise elected to our board. Additionally, in the event that      dividends are not paid for two consecutive quarters, BFC is entitled to      elect one additional director but has waived such right so long as both      John E. Abdo and Alan B. Levan have been otherwise elected to our      board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Consistent      with SFAS No. 133, “Accounting for Derivative Instruments and Hedging      Activities” and EITF 00-19, “Accounting for Derivative Financial      Instruments Indexed to, and Potentially Settled in, a Company’s Own      Stock,” the conversion option of the Series B preferred stock is not a      derivative liability that must be fair valued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 9.     | STOCKHOLDERS’      EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Common and      Class A Common Stock – Our common stock is convertible into Class A      common stock on a one-for-one basis. The Class A common stock is identical      to the common stock except that it gives the holder one-tenth (1/10) vote      per share, voting together with our common stock as a single class on all      matters except the election of directors. For election of directors, the      Class A common stockholders vote as a class to elect 25% of the members of      the board of directors.                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Stock      Dividend –On May 18, 2007, our board of directors unanimously      declared a three-for-two stock split to be effected by means of a dividend      of one-half of one share of common stock for each outstanding share of      common stock and each outstanding share of Class A common stock. The stock      dividend was paid on June 15, 2007 to holders of record of the common      stock and Class A common stock at the close of business on June 1, 2007.      In lieu of distributing a fractional share of common stock, we paid to      stockholders holding an odd number of shares of common stock or an odd      number of shares of Class A common stock an amount in cash equal to      one-third of the closing price of the common stock on the NASDAQ National      Market System on June 1, 2007, totaling approximately    $4,000. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | The      number and class of shares available upon exercise of any options granted      by us under our various stock options plans were equitably adjusted to      reflect the stock dividend in accordance with the terms of the plans,      taking into effect any differential in the closing price of the common      stock and the Class A common stock on June 1, 2007. Applicable terms of      all other instruments and agreements to purchase common stock or Class A      common stock were appropriately adjusted to reflect the stock dividend as      well. All applicable share and per-share data in these consolidated      financial statements and related disclosures have been retroactively      adjusted to give effect to this stock split.                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Stock      Rights – We have a shareholder rights plan, as amended on January      31, 2007 and May 18, 2007, under which a preferred share purchase right is      represented by outstanding shares of our common stock and Class A common      stock. The preferred share purchase rights operate to create substantial      dilution to a potential acquirer who seeks to make an acquisition, the      terms of which our board of directors believes is inadequate or structured      in a coercive manner.                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | The      preferred share purchase rights become exercisable on the tenth day (or a      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.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Treasury      Stock – During fiscal year 2007, we retired 9,177 shares of common      stock and 1,651 shares of Class A common stock, previously held in      treasury.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.    | RESTAURANT      OPERATING EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Restaurant      operating expenses are those costs that are directly attributed to the      operation of individual restaurant locations and consist of (in      thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

|   |                                     |   | Fiscal      Year Ended |    |
|--------|------------------------------------------|--------|------------------------|---------|
|   |                                     |   | March      29,2009     |    | March      30,2008 |   | April      1,2007 |   |
|   | Labor      and related costs             |   | $                      | 104,174 |   | $ | 100,655 |   | $ | 91,903 |   |
|   | Occupancy      costs                     |   |                   | 19,727  |   |   | 17,620 |   |   | 16,523 |   |
|   | Depreciation      and amortization       |   |                   | 18,121  |   |   | 16,595 |   |   | 13,369 |   |
|   | Utilities                                |   |                   | 9,293   |   |   | 7,926 |   |   | 6,917 |   |
|   | Restaurant      supplies                 |   |                   | 7,339   |   |   | 6,841 |   |   | 6,120 |   |
|   | Credit      card discounts               |   |                   | 5,787   |   |   | 5,592 |   |   | 5,020 |   |
|   | Other      restaurant operating expenses |   |                   | 24,481  |   |   | 22,870 |   |   | 19,604 |   |
|   | Total      restaurant operating expenses |   | $                      | 188,922 |   | $ | 178,099 |   | $ | 159,456 |   |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 11.    | IMPAIRMENT      CHARGES                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | We      periodically assess the potential impairment of long-lived assets whenever      events or changes in circumstances indicate that the carrying value may      not be recoverable. We consider a history of consistent and significant      negative comparable restaurant sales, declining operating profit, or      operating losses to be primary indicators of potential asset impairment,      after an individual restaurant location has been operating for two      years. |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | During      fiscal year 2009, as a result of a prolonged economic downturn and its      resulting impact on our expectation of future cash flows, we determined      that a change in circumstances had occurred and the carrying value of      certain of our property and equipment may not be recoverable. Accordingly,      we performed an analysis of the carrying value of our property and      equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Assets      are grouped and evaluated for impairment at the lowest level for which      there is identifiable cash flows, primarily at the individual restaurant      level. When indicators of potential impairment are present, the carrying      values of the assets are evaluated in relation to the operating      performance and estimated future undiscounted cash flows of the underlying      restaurant. If a forecast of undiscounted future operating cash flows      directly related to the restaurant is less than the carrying amount of the      restaurant’s long-lived assets, the carrying amount is compared to fair      value. An impairment loss is measured as the amount by which the carrying      amount of the restaurant’s long-lived assets exceeds its fair value, and      the charge is taken against results of operations. Fair value is an      estimate based on a net present value model, which discounts projected      free cash flows at a computed weighted average cost of capital as the      discount rate. The projected free cash flows used in calculating estimated      fair value involve a significant amount of judgment and include our best      estimates of expected future comparable sales and operating performance      for each restaurant.                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The      results of our analysis indicated that the property and equipment were      impaired at five restaurants: Benihana Tucson, RA Sushi Corona, RA Sushi      Glenview, RA Sushi Palm Beach Gardens and Haru Philadelphia. Accordingly,      during fiscal year 2009, we took an impairment charge of $9.6 million      ($5.7 million after-tax) to write-down the restaurants’ property and      equipment to estimated fair value, all of which is classified as      impairment charges in the accompanying consolidated statement of      earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Additionally,      we review goodwill and other indefinite-lived intangible assets annually      for impairment, or more frequently if indicators of impairment exist. The      goodwill impairment test involves a two-step process. The first step is a      comparison of each reporting unit’s fair value to its carrying value. If      the carrying value of the reporting unit is greater than its fair value,      there is an indication that impairment may exist, and the second step must      be performed to measure the amount of impairment loss. The purpose of the      second step is only to determine the amount of goodwill that should be      recorded on the balance sheet. We evaluated goodwill during fiscal year      2009 at the reporting unit level using an estimation of fair value based      upon (1) an analysis of discounted cash flow projections (income approach)      and (2) an analysis of cash flows of the reporting unit using      market-derived earnings multiples of similar restaurant businesses that      were bought and sold within a reasonable time frame to our own evaluation      (market approach).                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Based      on the results of step one of the impairment tests, the Benihana and Haru      reporting units’ estimated fair values exceeded their carrying values. No      impairment charges to goodwill for these reporting units were recognized.      Based on the results of step one of the impairment test, the RA Sushi      reporting unit’s estimated fair value did not exceed its carrying value,      which required us to perform the second step of the goodwill impairment      test. The second step involves an analysis reflecting the allocation of      the fair value determined in the first step (as if it was the purchase      price in a business combination). The recorded amounts of other items on      the balance sheet are not adjusted. The excess of the fair value of a      reporting unit over the amounts assigned to its assets and liabilities is      the implied fair value of goodwill. The second step of the goodwill      impairment test indicated that all of the goodwill allocated to the RA      Sushi reporting unit was impaired primarily due to depressed economic and      industry factors at the valuation date and the step two purchase price      allocation where a considerable amount of the RA Sushi reporting unit’s      fair value was allocated to the RA Sushi trade name. Therefore, during      fiscal year 2009, we recorded a non-cash goodwill impairment charge of      $11.9 million ($7.0 million after-tax) all of which is classified as      impairment charges in the accompanying consolidated statement of      earnings. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | We      will continue to monitor events in future periods to determine if      additional impairment testing is warranted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.    | LEASES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | We      generally operate our restaurants in leased premises. We are obligated      under various lease agreements for certain restaurant facilities and our      corporate office, which are classified as operating leases. The typical      restaurant premises lease is for a term of between 10 to 25 years with      renewal options ranging from 5 to 20 years. The leases generally provide      for the obligation to pay property taxes, utilities and various other use      and occupancy costs. We are also obligated under various leases for office      space.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Under      the provisions of certain of our leases, there are rent holidays and/or      escalations in payments over the base lease term, percentage rent, as well      as options for renewal for additional periods. The effects of the rent      holidays and escalations have been reflected in rent expense on a      straight-line basis over the expected lease term, which includes option      periods we are reasonably assured to exercise due to the fact that we      would incur an economic penalty for not doing so. Generally, the lease      term commences on the date when we become legally obligated for the rent      payments or as specified in the lease agreement. Recognition of rent      expense begins when we have the right to control the use of the leased      property, which is typically before rent payments are due under the terms      of most of our leases. Percentage rent expense is generally based upon      sales levels and is accrued at the point in time we determine that it is      probable that the sales levels will beachieved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

|   |                                                                              |
|--------|-----------------------------------------------------------------------------------|
|   | Minimum      payments under lease commitments are as follows (in      thousands): |

|   |                              |   | OperatingLeases |    |
|--------|-----------------------------------|--------|-----------------|---------|
|   |                              |   |            |    |   |
|   | Fiscal      year:                 |   |            |    |   |
|   | 2010                              |   | $               | 15,483  |   |
|   | 2011                              |   |            | 15,417  |   |
|   | 2012                              |   |            | 15,184  |   |
|   | 2013                              |   |            | 15,168  |   |
|   | 2014                              |   |            | 14,276  |   |
|   | Thereafter                        |   |            | 129,838 |   |
|   | Total      minimum lease payments |   | $               | 205,366 |   |

|   | Rent      expense consists of (in thousands): |
|--------|-----------------------------------------------|

|   |                    |   |                   |   |               |   |              |   |   |   |   |
|--------|-------------------------|--------|------------------------|--------|--------------------|--------|-------------------|--------|--------|--------|--------|
|   |                    |   | Fiscal      Year Ended |   |
|   |                    |   | March      29,2009     |   | March      30,2008 |   | April      1,2007 |   |
|   |                    |   |                   |   |               |   |              |   |   |   |   |
|   | Minimum      rentals    |   | $                      | 15,404 |               | $      | 13,489            |   | $      | 12,103 |   |
|   | Contingent      rentals |   |                   | 3,211  |               |   | 3,401             |   |   | 3,712  |   |
|   |                    |   | $                      | 18,615 |               | $      | 16,890            |   | $      | 15,815 |   |

| 13.    | STOCK-BASED      COMPENSATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | On      November 2, 2007, our shareholders approved the 2007 Equity Incentive      Plan. As of that date, all future awards are granted under the 2007 Equity      Incentive Plan. Therefore, we no longer grant options under any of our      previously approved plans, including: the 2003 Directors’ Stock Option      Plan, 2000 Employees Class A Stock Option Plan, 1997 Employees Class A      Stock Option Plan and Amended and Restated Directors’ Stock Option Plan      (together, the “prior option plans”). All outstanding options issued under      the prior option plans will not be affected and will continue to be      outstanding in accordance with their terms and the terms of the prior      option plans pursuant to which they were issued. The number of shares of      Class A common stock available for grant under the 2007 Equity Incentive      Plan is 750,000, of which a maximum of 550,000 may be issued upon the      exercise of incentive stock options. As of March 29, 2009, of these      amounts, we have granted 25,900 shares of restricted Class A common stock      and options to purchase 413,400 shares of Class A common stock, leaving      310,700 shares available for future grants.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | The      purpose of the 2007 Equity Incentive Plan is to enable us to attract,      retain and motivate key employees and non-employee directors by providing      them equity participation. The plan provides for incentive stock options      (“ISO’s”) under Section 422 of the Internal Revenue Code of 1986, as      amended, and for options which are not ISO’s, stock appreciation rights      (SARs), stock grants and stock equivalent units. Options, SARs and stock      equivalent units granted under the employee plans may not have terms      exceeding ten years (in the case of optionees holding 10% or more of the      combined voting rights of our securities, ISO’s may not have terms      exceeding five years) and may not provide for an option exercise price of      less than 100% of the fair market value of the our Class A common stock on      the day of the grant (110% of the fair market value in the case of      optionees holding 10% or more of the combined voting rights of our      securities). With regard to each option grant, the option first vests with      respect to one-third on first anniversary of the grant of the option,      one-third on the second anniversary of the grant of the option and as to      the balance of the shares on the third anniversary of the option. With      regard to each restricted stock grant, the grant is subject to a risk of      forfeiture which fist lapses with respect to approximately one-third on      the first anniversary of the grant, approximately one-third on the second      anniversary of the grant and the balance of the shares on the third      anniversary of the grant. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | Under      the 2007 Equity Incentive Plan, options to purchase 10,000 shares of Class      A common stock are automatically granted to each of our non-employee      directors on the date of our annual meeting of stockholders and are      exercisable ratably as to one-third of the shares on the date which is six      months after the date of grant, one-third of the shares on the first      anniversary of the grant of the option and as to the balance of the shares      on the second anniversary of grant of the option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | We      recorded $1.0 million ($0.6 million after-tax), $0.6 million ($0.4 million      after-tax) and $0.4 million ($0.2 million after-tax) in stock compensation      expense, included in marketing, general and administrative expenses in the      accompanying consolidated statement of earnings, during the fiscal years      2009, 2008 and 2007, respectively. As further discussed in Note 15,      Resignation of Former Director, Chairman and Chief Executive Officer, Joel      A. Schwartz resigned from his positions as Director, Chairman and Chief      Executive Officer, effective February 9, 2009. In connection with Mr.      Schwartz’s resignation, all stock options and restricted stock granted to      Mr. Schwartz under the 2007 Equity Incentive Plan were modified to      accelerate vesting as of February 9, 2009. Included in the tables below      are 69,600 stock options and 11,600 restricted stock awards where vesting      was accelerated in connection with Mr. Schwartz’s resignation. The total      incremental compensation cost recognized during fiscal year 2009 resulting      from this modification was $0.3million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

|   |                                                                                                                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
|   | Stock Options - Stock      option transactions under the above plans for the fiscal years 2007, 2008      and 2009 are as follows: |

|   |                               |   | Shares |      | WeightedAverageExercisePrice |             | WeightedAverageRemainingContractualTerm |            | AggregateIntrinsicValue |                |
|--------|------------------------------------|--------|--------|-----------|------------------------------|------------------|-----------------------------------------|-----------------|-------------------------|---------------------|
|   |                               |   |   |      |                         | (per      share) |                                    | (in      years) |                    | (in      thousands) |   |
|   |                               |   |   |      |                         |             |                                    |            |                    |                |   |   |   |   |
|   | Outstanding      at March 26, 2006 |   |   | 1,759,776 |                         |             | 8.33                                    |            |                    |                |   |   |   |   |
|   | Granted                            |   |   | 105,000   |                         |             | 18.81                                   |            |                    |                |   |   |   |   |
|   | Canceled/Expired                   |   |   | (5,198    | )                            |             | 6.17                                    |            |                    |                |   |   |   |   |
|   | Exercised                          |   |   | (298,656  | )                            |             | 7.51                                    |            |                    |                |   |   |   |   |
|   |                               |   |   |      |                         |             |                                    |            |                    |                |   |   |   |   |
|   | Outstanding      at April 1, 2007  |   |   | 1,560,922 |                         |             | 9.21                                    |            |                    |                |   |   |   |   |
|   | Granted                            |   |   | 313,400   |                         |             | 11.69                                   |            |                    |                |   |   |   |   |
|   | Canceled/Expired                   |   |   | (16,164   | )                            |             | 17.79                                   |            |                    |                |   |   |   |   |
|   | Exercised                          |   |   | (328,820  | )                            |             | 7.99                                    |            |                    |                |   |   |   |   |
|   |                               |   |   |      |                         |             |                                    |            |                    |                |   |   |   |   |
|   | Outstanding      at March 30, 2008 |   |   | 1,529,338 |                         |             | 9.90                                    |            |                    |                |   |   |   |   |
|   | Granted                            |   |   | 100,000   |                         |             | 4.36                                    |            |                    |                |   |   |   |   |
|   | Canceled/Expired                   |   |   | (1,725    | )                            |             | 7.84                                    |            |                    |                |   |   |   |   |
|   | Exercised                          |   |   | (17,250   | )                            |             | 4.43                                    |            |                    |                |   |   |   |   |
|   | Outstanding      at March 29, 2009 |   |   | 1,610,363 |                         | $                | 9.61                                    |            |                    | 4.03                |   | $ | 10 |   |
|   | Exercisable      at March 29, 2009 |   |   | 1,371,163 |                         | $                | 9.82                                    |            |                    | 3.72                |   | $ | — |   |

|   |                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | We      expect options to purchase 0.1 million shares to vest during fiscal year      2010. The weighted average grant date fair value of options granted during      fiscal years 2009, 2008 and 2007 was $1.79, $4.27 and $6.53,      respectively. |

|   |                            |   |   |   |                                     |   |                         | Options      Outstanding |      | Options      Exercisable |                         |
|--------|---------------------------------|--------|--------|--------|------------------------------------------|--------|------------------------------|--------------------------|-----------|--------------------------|------------------------------|
|   | Ranges      of exercise prices: |   | Number |   | Weighted-AverageRemainingContractualLife |   | WeightedAverageExercisePrice |                     | Number    |                     | WeightedAverageExercisePrice |   |
|   | $                               | 0.00   | -      | $      | 2.61                                     |   |                         |                     | 70,000    |                     | 9.7                          |   |   | $ | 2.61 |   |   | — |   | $ | — |   |
|   |                            | 4.42   | -      |   | 5.24                                     |   |                         |                     | 129,375   |                     | 2.1                          |   |   |   | 4.99 |   |   | 129,375 |   |   | 4.99 |   |
|   |                            | 6.59   | -      |   | 6.62                                     |   |                         |                     | 101,200   |                     | 0.1                          |   |   |   | 6.60 |   |   | 101,200 |   |   | 6.60 |   |
|   |                            | 7.36   | -      |   | 9.01                                     |   |                         |                     | 601,888   |                     | 2.4                          |   |   |   | 8.13 |   |   | 571,888 |   |   | 8.11 |   |
|   |                            | 10.00  | -      |   | 11.22                                    |   |                         |                     | 457,900   |                     | 4.8                          |   |   |   | 10.73 |   |   | 342,033 |   |   | 10.86 |   |
|   |                            | 14.91  | -      |   | 16.36                                    |   |                         |                     | 160,000   |                     | 7.6                          |   |   |   | 15.55 |   |   | 136,667 |   |   | 15.41 |   |
|   |                            | 18.81  | -      |   | 18.84                                    |   |                         |                     | 90,000    |                     | 7.8                          |   |   |   | 18.82 |   |   | 90,000 |   |   | 18.82 |   |
|   |                            |   |   |   |                                     |   |                         |                     | 1,610,363 |                     | 4.03                         |   |   | $ | 9.61 |   |   | 1,371,163 |   | $ | 9.82 |   |

|   | The      intrinsic value of a stock option is the amount by which the market value      of the underlying stock exceeds the exercise price of the option. For      fiscal years 2009, 2008 and 2007, the total intrinsic value of stock      options exercised was less than $0.1 million, $4.0 million and $3.5      million, respectively. Proceeds from stock options exercised during the      fiscal years ended 2009, 2008 and 2007 totaled less than $0.1 million,      $2.6 million and $2.2 million, respectively. Upon the exercise of stock      options, shares are issued from new issuances of stock. The tax benefit      realized for tax deductions from stock options during the fiscal years      ended 2009, 2008 and 2007 totaled less than $0.1 million, $1.6 million and      $1.2 million, respectively. As of March 29, 2009, total unrecognized      compensation cost related to nonvested stock options totaled $0.6 million      and is expected to be recognized over approximately 2.3 years. The total      fair value of shares vested during fiscal year 2009 was $0.8      million. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   |                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------|
|   | Restricted      Stock -      Restricted stock transactions under the 2007 Equity Incentive Plan      are as follows: |

|   |                             |   | Shares |    |   | WeightedAverageGrant      DateFair      Value |   |
|--------|----------------------------------|--------|--------|---------|--------|-----------------------------------------------|--------|
|   |                             |   |   |    |   | (per      share)                              |   |
|   | Nonvested      at April 1, 2007  |   |   | — |   |                                          | $      | — |   |
|   | Granted                          |   |   | 25,900  |   |                                          |   | 10.35 |   |
|   | Nonvested      at March 30, 2008 |   |   | 25,900  |   |                                          |   | 10.35 |   |
|   | Granted                          |   |   | — |   |                                          |   | — |   |
|   | Forfeited                        |   |   | — |   |                                          |   | — |   |
|   | Vested                           |   |   | (16,367 | )      |                                          |   | 10.35 |   |
|   | Nonvested      at March 29, 2009 |   |   | 9,533   |   |                                          | $      | 10.35 |   |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | No      restricted stock was granted prior to March of 2008 or under any of our      prior option plans. The total fair value of restricted stock that vested      during fiscal year 2009 was $0.2 million. As of March 29, 2009, there was      approximately $0.1 million of unrecognized compensation cost related to      restricted stock grants, which is expected to be recognized over      approximately 2.0 years. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.    | 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 these assets and liabilities as measured by income tax      law. The income tax effects of temporary differences that give rise to      deferred tax assets and liabilities are as follows (in      thousands):              |

|   |                                          |   | March      29,2009 |    |   | March      30,2008 |   |
|--------|-----------------------------------------------|--------|--------------------|---------|--------|--------------------|--------|
|   |                                          |   |               |    |   |               |   |
|   | Deferred      tax assets:                     |   |               |    |   |               |   |
|   | Straight-line      rent expense               |   | $                  | 4,892   |   |               | $      | 3,771 |   |
|   | Goodwill                                      |   |               | 2,343   |   |               |   | — |   |
|   | Gift      certificate liability               |   |               | 1,362   |   |               |   | 1,427 |   |
|   | Amortization      of gain                     |   |               | 667     |   |               |   | 705 |   |
|   | Employee      benefit accruals                |   |               | 2,410   |   |               |   | 742 |   |
|   | Workers      compensation                     |   |               | 550     |   |               |   | 283 |   |
|   | Other                                         |   |               | 30      |   |               |   | 240 |   |
|   |                                          |   |               | 12,254  |   |               |   | 7,168 |   |
|   | Deferred      tax liabilities:                |   |               |    |   |               |   |   |   |
|   | Property      and equipment                   |   |               | 796     |   |               |   | 2,970 |   |
|   | Inventories                                   |   |               | 974     |   |               |   | 997 |   |
|   | Goodwill                                      |   |               | — |   |               |   | 2,140 |   |
|   |                                          |   |               | 1,770   |   |               |   | 6,107 |   |
|   |                                          |   |               |    |   |               |   |   |   |
|   |                                          |   |               | 10,484  |   |               |   | 1,061 |   |
|   | Available      for sale investment securities |   |               | 137     |   |               |   | 32 |   |
|   | Net      deferred tax asset                   |   | $                  | 10,621  |   |               | $      | 1,093 |   |

|   |                                                                                                                                                                                                                                                                                                                                                     |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | A      valuation allowance is recognized to reduce deferred tax assets to the      amounts that are more likely than not to be realized. Realization is      dependent on generating sufficient taxable income. Although realization is      not assured, we believe it is more likely than not that all of the      deferred tax asset will berealized. |

----

|   |                                                   |
|--------|--------------------------------------------------------|
|   | Net      deferred tax asset consists of (inthousands): |

|   |                                                                |   | March      29,2009 |   |   | March      30,2008 |   |
|--------|---------------------------------------------------------------------|--------|--------------------|--------|--------|--------------------|--------|
|   | Current      asset                                                  |   | $                  | 721    |   |               | $      | 347 |   |
|   | Long-term      asset                                                |   |               | 9,900  |   |               |   | 746 |   |
|   |                                                                |   | $                  | 10,621 |   |               | $      | 1,093 |   |
|   |                                                                |   |               |   |   |               |   |   |   |
|   | The      income tax (benefit) provision consists of (in thousands): |   |               |   |   |               |   |   |   |
|   |                                                                |   |               |   |   |               |   |   |   |

|   |                                 |   | Fiscal      Year Ended |   |
|--------|--------------------------------------|--------|------------------------|--------|
|   |                                 |   | March      29,2009     |   |   | March      30,2008 |   |   | April      1,2007 |   |
|   |                                 |   |                   |   |   |   |   |   |   |   |
|   | Current      tax expense:            |   |                   |   |   |   |   |   |   |   |
|   | Federal                              |   | $                      | 2,382  |   |   | $ | 1,581 |   |   | $ | 6,707 |   |
|   | State                                |   |                   | 1,338  |   |   |   | 922 |   |   |   | 2,027 |   |
|   | Deferred      tax (benefit) expense: |   |                   |   |   |   |   |   |   |   |   |   |   |
|   | Federal      and State               |   |                   | (9,423 | ) |   |   | 2,562 |   |   |   | (968 | ) |
|   | Income      tax (benefit) provision  |   | $                      | (5,703 | ) |   | $ | 5,065 |   |   | $ | 7,766 |   |

|   |                                                                                                                 |
|--------|----------------------------------------------------------------------------------------------------------------------|
|   | The      income tax provision differed from the amount computed at the statutory      rate as follows (inthousands): |

|   |                                                       |   | Fiscal      Year Ended |   |
|--------|------------------------------------------------------------|--------|------------------------|--------|
|   |                                                       |   | March      29,2009     |   |   | March      30,2008 |   |   | April      1,2007 |   |
|   | Federal      income tax provision at statutory rate of 35% |   | $                      | (3,769 | ) |   | $ | 6,250 |   |   | $ | 7,791 |   |
|   | State      income taxes, net of federal benefit            |   |                   | (492   | ) |   |   | 968 |   |   |   | 1,179 |   |
|   | Tax      credits, net                                      |   |                   | (1,477 | ) |   |   | (1,437 | ) |   |   | (1,372 | ) |
|   | Tax      benefit recognized for FIN 48 uncertainties       |   |                   | (321   | ) |   |   | (824 | ) |   |   | — |   |
|   | Other                                                      |   |                   | 356    |   |   |   | 108 |   |   |   | 168 |   |
|   |                                                       |   |                   |   |   |   |   |   |   |   |   |   |   |
|   | Income      tax (benefit) provision                        |   | $                      | (5,703 | ) |   | $ | 5,065 |   |   | $ | 7,766 |   |
|   |                                                       |   |                   |   |   |   |   |   |   |   |   |   |   |
|   | Effective      income tax rate                             |   |                   | 53.0   | % |   |   | 28.4 | % |   |   | 34.9 | % |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | We      file income tax returns that are periodically audited by various federal      and state jurisdictions. With few exceptions, we are no longer subject to      federal and state income tax examinations for years prior to fiscal year      2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | We      adopted the provisions of FIN48 on April 2, 2007. As a result of the      implementation of FIN 48, we recorded a non-cash cumulative transition      charge of approximately $1.4 million as a reduction of retained earnings      during fiscal year 2008. As of March 30, 2008, we had $0.7 million of      unrecognized tax benefits, all of which would impact the tax rate, if      recognized. As of March 29, 2009, we had $0.4 million of unrecognized tax      benefits, all of which would impact the tax rate, if recognized. Of the      total unrecognized tax benefits at March 29, 2009, we believe it is      reasonably possible that this amount could be reduced by $0.1 million in      the next twelve months due the expiration of statute of      limitations. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | The      unrecognized tax benefits and related interest and penalties are generally      classified as other long term liabilities in the accompanying consolidated      balance sheets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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|   |                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | A      reconciliation of beginning and ending unrecognized tax benefits,      exclusive of related interest and penalties, is as follows (in      thousands): |

|   | Unrecognized      tax benefits, April 2, 2007     |   | $      | 3,308  |   |
|--------|---------------------------------------------------|--------|--------|--------|--------|
|   | Gross      decreases - prior period tax positions |   |   | (2,725 | )      |
|   | Gross      increases - prior period tax positions |   |   | 76     |   |
|   | Unrecognized      tax benefits, March 29, 2009    |   |   | 659    |   |
|   | Gross      decreases - prior period tax positions |   |   | (370   | )      |
|   | Gross      increases - prior period tax positions |   |   | 83     |   |
|   | Unrecognized      tax benefits, March 29, 2009    |   | $      | 372    |   |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | We      recognize interest and penalties related to unrecognized tax benefits      within income tax expense in the accompanying consolidated statements of      earnings. As of March 29, 2009, we had less than $0.1 million accrued for      the payment of interest and no amount accrued for the payment of penalties      related to unrecognized tax benefits. During fiscal year 2009, we reduced      the related interest associated with unrecognized tax benefits by      approximately $0.2 million. As of March 30, 2008, we had approximately      $0.2 million accrued for the payment of interest and no amount accrued for      the payment of penalties related to unrecognized tax benefits. During      fiscal year 2008, we reduced the related interest and penalties associated      with unrecognized tax benefits by approximately $0.1 million and $0.6      million, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 15.    | RESIGNATION      OF FORMER DIRECTOR, CHAIRMAN AND CHIEF EXECUTIVEOFFICER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | During      the fourth quarter of fiscal year 2009, Joel A. Schwartz resigned from his      positions as Director, Chairman and Chief Executive Officer, effective      February 9, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | In      connection with Mr. Schwartz’s resignation, we entered into an agreement      with Mr. Schwartz to provide consulting services for a period of five      years for annual payments of $17,200. The agreement also provides for the      accelerated vesting of all stock options and restricted stock granted to      Mr. Schwartz under our 2007 Equity Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | Mr.      Schwartz’s employment agreement with us, dated March 17, 2008, was      terminated on a without cause basis on February 9, 2009. As a result,      during the fourth quarter of fiscal year 2009, we recognized a $3.2      million charge comprised primarily of severance and retirement cash      obligations totaling $2.9 million as well as additional compensation      expense related to the acceleration of Mr. Schwartz’s stock options and      restricted stock grants under the 2007 Equity Incentive Plan totaling $0.3      million. In accordance with Mr. Schwartz’s employment agreement, he will      be paid a lump sum severance payment of $0.9 million six months after his      resignation and a retirement benefit of $2.0 million to be paid in sixty      equal monthly installments and the first six installments shall not be      paid until six months after his resignation. Of the amount due to Mr.      Schwartz, $1.3 million is classified as short-term within accrued expenses      and the remaining $1.6 million is classified as long-term within other      long-term liabilities in the accompanying consolidated balance sheet.      Additionally, as provided under his employment agreement, for a period of      three years following his resignation, we will provide Mr. Schwartz and      his wife with continued group medical and dental insurance coverage or      payments in lieu thereof. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | On      February 9, 2009, our board of directors approved the election of Richard      C. Stockinger to Chief Executive Officer. Mr. Stockinger has served as a      member of our board since November 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | On      February 9, 2009, our board of directors elected Darwin C. Dornbush to      serve as a Class III member of the board and as Chairman of the Board. Mr.      Dornbush, currently our Secretary and a member of the board from 1995      until 2005, is a partner in Dornbush Schaeffer Strongin & Venaglia,      LLP, a law firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 16.    | COMMITMENTS      AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | Acquisitions – Haru Holding      Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | In      December 1999, we completed the acquisition of 80% of the equity of Haru      Holding Corp. (“Haru”). The acquisition was accounted for using the      purchase method of accounting. Pursuant to the purchase agreement, at any      time during the period from July 1, 2005 through September 30, 2005, the      holders of the balance of Haru’s equity (the “minority stockholders”) had      a one-time option to sell their remaining shares to us (the “put option”).      The exercise price under the put option was to be calculated as four and      one-half (41⁄2) times Haru’s consolidated cash flow for the fiscal year      ended March 27, 2005 less the amount of Haru’s debt (as that term is      defined in the purchase agreement) at the date of the computation. On July      1, 2005, the minority stockholders exercised the put option, and we      aquired the remaining 20% of the equity of Haru.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | We      believe that the proper application of the put option price formula would      result in a payment to the former minority stockholders of approximately      $3.7 million. We have offered to pay this amount to the former minority      stockholders and recorded a $3.7 million liability with respect      thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | On      August 25, 2006, the former minority stockholders sued us. The suit (which      was filed in the Supreme Court of the State of New York, County of New      York, but has been removed to the United States District Court for the      Southern District of New York) sought an award of $10.7 million, based on      the former minority stockholders’ own calculation of the put option price      formula and actions allegedly taken by us to reduce the value of the put      option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | On      December, 19, 2007, the Court dismissed all of the claims against us,      except for the breach of fiduciary duty and breach of contract claims. On      January 25, 2008, we filed our Answer and Affirmative Defenses to the      Amended Complaint. The parties have completed fact and expert discovery.      On December 22, 2008, the Court entered an order referring the case for a      settlement conference. No settlement was reached. On April 3, 2009,      both parties filed motions for summary judgment. During May 2009, each      party responded to the other's motion for summary judgement. The parties      are currently waiting for the Court to rule on these    motions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | We      believe that we have correctly calculated the put option price and that      the claims of the former minority stockholders are without merit. However,      there can be no assurance as to the outcome of this      litigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Other      Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | On      May 17, 2007, Benihana Monterey Corporation, a subsidiary of ours, filed a      complaint in the action, Benihana Monterey Corporation v. Nara Benihana      Monterey, Inc., et al. The action was commenced against various defendants      in connection with a default on a promissory note in the amount of $0.4      million signed by one of our franchisees and a personal guaranty signed by      the owner of the franchise. We obtained judgment against the defendant for      approximately $0.5 million, including repayment of the $0.4 million      promissory note, interest and costs. We served the defendant with an order      regarding examination of the defendant’s assets and filed a subpoena      requiring the defendant and the defendant’s entities to produce      substantial documents. During fiscal year 2008, we recorded a $0.4 million      reserve for the estimated portion of the promissory note and accrued      interest that, at the time, we believed would not be collectible. On      December 4, 2008, we entered into a franchise agreement with a third-party      for the operation of the Benihana Monterey location and, concurrently,      entered into an agreement for the sale of the Benihana Monterey location’s      assets, which had collateralized the promissory note. The proceeds from      the sale of assets resulted in a partial recovery of approximately $0.4      million of the promissory note, accrued interests and costs. The defendant      has since filed for bankruptcy and has been discharged of all debts,      including our judgment. The remaining balance of the promissory note and      accrued interest is not probable of being collected and was written off      during fiscal year 2009. |
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|   | We      are not subject to any other significant pending legal proceedings, other      than ordinary routine claims incidental to ourbusiness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | Supply      Agreements -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | We      have entered into non-cancellable supply agreements for the purchase of      certain beef and seafood items, in the normal course of business, at fixed      prices for up to twelve-month terms. These supply agreements will      eliminate volatility in the cost of the commodities over the terms of the      agreements. These supply agreements are not considered derivative      contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 17.    | SEGMENT      REPORTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | Our      reportable segments are those that are based on our methods of internal      reporting and management structure. We manage operations by restaurant      concept.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | Revenues      for each of the segments consist of restaurant sales. Franchise revenues,      while generated from Benihana franchises, have not been allocated to the      Benihana segment. Franchise revenues are reflected as corporate      revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | The      table below presents information about reportable segments for fiscal      years 2009, 2008 and 2007 (inthousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

|   |                                                 |   |                   |    |   |          |   |    |   |   |   |              |   |    |      |    |   |         |   |
|--------|------------------------------------------------------|--------|------------------------|---------|--------|---------------|--------|---------|--------|--------|--------|-------------------|--------|---------|-----------|---------|--------|--------------|--------|
|   |                                                 |   | Fiscal      Year Ended |    |
|   |                                                 |   | March      29, 2009    |    |
|   |                                                 |   | Teppanyaki             |    |   | RA      Sushi |   |    | Haru   |   |   | Sushi      Doraku |   |    | Corporate |    |   | Consolidated |   |
|   |                                                 |   |                   |    |   |          |   |    |   |   |   |              |   |    |      |    |   |         |   |
|   | Revenues                                             |   | $                      | 206,970 |   |          | $      | 61,270  |   |   | $      | 35,628            |   |    | $         | — |   |         | $      | 1,739 |   |   | $ | 305,607 |   |
|   | Depreciation      and amortization                   |   |                   | 12,271  |   |          |   | 3,242   |   |   |   | 2,649             |   |    |      | — |   |         |   | 599 |   |   |   | 18,761 |   |
|   | Impairment      charges                              |   |                   | 1,370   |   |          |   | 16,555  |   |   |   | 3,580             |   |    |      | — |   |         |   | — |   |   |   | 21,505 |   |
|   | Income      (loss) from operations                   |   |                   | 19,908  |   |          |   | (15,091 | )      |   |   | (240              | )      |    |      | — |   |         |   | (14,497 | ) |   |   | (9,920 | ) |
|   | Capital      expenditures, net of insurance proceeds | 33,089 |                   |    |   | 11,905        |   |    |   | 362    |   |              |   | — |      |    |   | 1,453        |   |   |   | 46,809 |   |
|   | Goodwill                                             |   |                   | 11,124  |   |          |   | — |   |   |   | 6,896             |   |    |      | — |   |         |   | — |   |   |   | 18,020 |   |
|   | Total      assets                                    |   |                   | 163,625 |   |          |   | 32,991  |   |   |   | 24,853            |   |    |      | — |   |         |   | 35,658 |   |   |   | 257,127 |   |

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|   |                               |   |                   |    |          |   |   |   |              |   |      |   |         |   |   |    |   |   |    |   |
|--------|------------------------------------|--------|------------------------|---------|---------------|--------|--------|--------|-------------------|--------|-----------|--------|--------------|--------|--------|---------|--------|--------|---------|--------|
|   |                               |   | Fiscal      Year Ended |    |
|   |                               |   | March      30, 2008    |    |
|   |                               |   | Teppanyaki             |    | RA      Sushi |   | Haru   |   | Sushi      Doraku |   | Corporate |   | Consolidated |   |
|   |                               |   |                   |    |          |   |   |   |              |   |      |   |         |   |   |    |   |   |    |   |
|   | Revenues                           |   | $                      | 215,716 |          | $      | 44,965 |   | $                 | 34,509 |      | $      | —      |   | $      | 1,756   |   | $      | 296,946 |   |
|   | Depreciation      and amortization |   |                   | 12,169  |          |   | 2,192  |   |              | 2,275  |      |   | —      |   |   | 711     |   |   | 17,347  |   |
|   | Income      from operations        |   |                   | 25,177  |          |   | 807    |   |              | 4,326  |      |   | —      |   |   | (12,722 | )      |   | 17,588  |   |
|   | Capital      expenditures          |   |                   | 33,844  |          |   | 10,483 |   |              | 10,809 |      |   | —      |   |   | — |   |   | 55,136  |   |
|   | Goodwill                           |   |                   | 11,124  |          |   | 11,880 |   |              | 6,896  |      |   | —      |   |   | — |   |   | 29,900  |   |
|   | Total      assets                  |   |                   | 140,798 |          |   | 40,332 |   |              | 30,543 |      |   | —      |   |   | 29,981  |   |   | 241,654 |   |
|   |                               |   |                   |    |          |   |   |   |              |   |      |   |         |   |   |    |   |   |    |   |
|   |                               |   | Fiscal      Year Ended |    |
|   |                               |   | April      1, 2007     |    |
|   |                               |   | Teppanyaki             |    | RA      Sushi |   | Haru   |   | Sushi      Doraku |   | Corporate |   | Consolidated |   |
|   |                               |   |                   |    |          |   |   |   |              |   |      |   |         |   |   |    |   |   |    |   |
|   | Revenues                           |   | $                      | 200,248 |          | $      | 38,986 |   | $                 | 31,661 |      | $      | 185          |   | $      | 1,569   |   | $      | 272,649 |   |
|   | Depreciation      and amortization |   |                   | 9,944   |          |   | 1,507  |   |              | 1,935  |      |   | —      |   |   | 520     |   |   | 13,906  |   |
|   | Income      from operations        |   |                   | 23,850  |          |   | 2,538  |   |              | 5,451  |      |   | 70           |   |   | (10,113 | )      |   | 21,796  |   |
|   | Capital      expenditures          |   |                   | 29,774  |          |   | 6,201  |   |              | 1,568  |      |   | —      |   |   | — |   |   | 37,543  |   |
|   | Goodwill                           |   |                   | 11,124  |          |   | 11,880 |   |              | 6,896  |      |   | —      |   |   | — |   |   | 29,900  |   |
|   | Total      assets                  |   |                   | 120,485 |          |   | 30,540 |   |              | 22,121 |      |   | —      |   |   | 31,143  |   |   | 204,289 |   |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 18.    | RELATED      PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | Darwin      C. Dornbush, the Chairman of our board of directors, is a partner in      Dornbush Schaeffer Strongin & Venaglia, LLP, a law firm. In the fiscal      years 2009, 2008 and 2007, we incurred approximately $0.9 million, $0.9      million and $0.8 million, respectively, in legal fees and expenses to      Dornbush Schaeffer Strongin & Venaglia, LLP. We have also paid Mr.      Dornbush approximately $0.2 million since the beginning of fiscal year      2008 in exchange for certain consulting services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | During      fiscal year 2008, we entered into a lease for a Benihana restaurant to be      located in Orlando, FL, with an annual rent of $0.1 million and a base      term of 20 years. The landlord is Bluegreen Vacations Unlimited, Inc., a      subsidiary of Bluegreen Corporation. Three of our directors are also      directors of Bluegreen Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | J.      Ronald Castell, a director of ours, provided certain marketing consulting      services and earned less than $0.1 million in consulting fees during      fiscal year 2008 and fiscal year 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | In      fiscal year 2007, we sold the assets of our sole Doraku restaurant to      Kevin Aoki, our former Vice President of Marketing and a former member of      our board of directors. The assets were sold for $0.5 million, after      adjustment, as determined by an independent appraisal, and the transaction      was approved by the board of directors. Pursuant to the sale agreement,      Mr. Aoki is permitted (i) to own, operate and manage Sushi Doraku      restaurants in Hawaii and in Miami-Dade County, Florida, provided any      restaurants in Miami-Dade County are not within a seven mile radius of any      existing or proposed restaurants then being operated by us or any of our      subsidiaries or franchisees and (ii) to have an interest in any other      additional Sushi Doraku restaurants with the prior written consent, not to      be unreasonably withheld, of a committee of our board of directors.      Additionally, we paid Mr. Aoki less than $0.1 million upon his      resignation, representing the remainder of his unearned salary under his      employment agreement. Consistent with SFAS No. 146, “Accounting for Costs      Associated with Exit or Disposal Activities,” these items are reflected in      our fiscal year 2007 results. The financial impact of this transaction was      nominal. While the assets of the Doraku restaurant meet the definition of      “discontinued operations,” as defined in SFAS No. 144, “Accounting for the      Impairment or Disposal of Long-Lived Assets,” we have not segregated      Doraku’s results of operations, as the amounts are immaterial. Net income      totaled less than $0.1 million for fiscal year 2007. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | As      discussed in Note 8, Convertible Preferred Stock, we sold an aggregate 0.8      million shares of our Series B preferred stock to BFC for $20.0 million.      The sale of Series B preferred stock resulted in net aggregate proceeds of      $19.2 million ($9.3 million in fiscal year 2005 and $9.9 million in fiscal      year 2006). The sale of Series B preferred stock was completed in two      tranches during fiscal years 2005 and 2006. John E. Abdo, a director, is      also director and Vice Chairman of the Board of BFC and is a significant      shareholder of BFC. Alan B. Levan, who became a director after the end of      fiscal year 2009, is Chairman, Chief Executive Officer and President, as      well as a significant shareholder, ofBFC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Benihana      of Tokyo, Inc. (“BOT”) owns a Benihana restaurant in Honolulu, Hawaii (the      “Honolulu Restaurant”) and all rights to the Benihana name and trade      names, service marks and proprietary systems outside the territory served      by Benihana Inc. which consists of the United States (except for rights      related to the State of Hawaii) and Central and South America and the      islands of the Caribbean Sea. We also granted to BOT a perpetual license      to operate the Honolulu Restaurant and an exclusive license to own and      operate Benihana restaurants in Hawaii. This license is royalty free with      respect to any Hawaiian restaurant beneficially owned by BOT or its      affiliates and bears a royalty of 6% of gross revenues in the event the      restaurants are transferred to an unaffiliated third  party.                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 19.    | INCENTIVE,      DEFERRED COMPENSATION AND 401K PLANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Incentive      Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | We      have an incentive compensation plan whereby bonus awards are made if we      attain a certain targeted return on equity at the beginning of each fiscal      year or at the discretion of the Compensation Committee. The purpose of      the plan is to improve the long-term sustainable results of operations by      more fully aligning the interests of management and key employees with our      shareholders. Our annual incentive compensation plan ties key employees’      bonus earning potential to individually-designed performance objectives.      Under the plan, each plan participant is provided a range of potential      annual cash incentive awards based on his or her individually-designed      performance objectives. Actual awards paid under the plan are based on      exceeding goals tied to certain budgeted results. A portion of awards is      also determined by achieving other performance and management goals.      Target rates are approved annually by the Compensation      Committee. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | We      did not incur any corporate incentive compensation expense in fiscal year      2009 in connection with the incentive compensation plan. We recorded $0.3      million of corporate incentive compensation expense in fiscal years 2008      and 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Deferred      Compensation Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | We      have 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. We have elected to invest the deferrals in mutual funds      that track the election made by the participants and to monitor the      selected investment’s performance. Investment earnings are credited to      their accounts and we increase or decrease our obligations under the      deferred compensation plan.                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 401K      Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | We      adopted the Benihana 401K Plan (“the 401K Plan”) effective June 23, 2008.      All eligible employees, as determined in accordance with Internal Revenue      Service guidelines, who are at least age twenty-one or older can      participate in the 401K Plan upon completion of one year of employment.      The 401K Plan permits employees to elect to contribute a portion of their      eligible compensation into the 401K Plan. Our matching contributions under      the 401K Plan are discretionary and are calculated as a percentage of      eligible employee elective salary deferrals. These matching contributions      have a six year graded vesting schedule. During fiscal year 2009, we      accrued employer matching contributions to the 401K Plan of $0.2      million.                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 20.    | QUARTERLY      FINANCIAL DATA (UNAUDITED)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Fiscal      quarter ended (in thousands except for per share    information)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

|   |                                   |   | March      29, 2009 |   |   | March      30, 2008 |   |
|--------|----------------------------------------|--------|---------------------|--------|--------|---------------------|--------|
|   |                                   |   | Fourth              |   |   | Third               |   |   | Second |   |   | First |   |   | Fourth |   |   | Third |   |   | Second |   |   | First |   |
|   |                                   |   |                |   |   |                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Revenues                               |   | $                   | 73,953 |   |                | $      | 67,214 |   |   | $ | 69,980 |   |   | $ | 94,460 |   |   | $ | 70,228 |   |   | $ | 69,814 |   |   | $ | 66,969 |   |   | $ | 89,935 |   |
|   | Gross      profit                      |   |                | 56,456 |   |                |   | 50,765 |   |   |   | 52,676 |   |   |   | 71,325 |   |   |   | 53,110 |   |   |   | 53,096 |   |   |   | 50,923 |   |   |   | 68,334 |   |
|   | Net      income (loss)                 |   |                | 1,164  |   |                |   | (10,392 | ) |   |   | 1,971 |   |   |   | 2,192 |   |   |   | 2,907 |   |   |   | 3,171 |   |   |   | 2,509 |   |   |   | 4,206 |   |
|   | Basic      earnings (loss) per share   |   | $                   | 0.06   |   |                | $      | (0.70 | ) |   | $ | 0.11 |   |   | $ | 0.12 |   |   | $ | 0.17 |   |   | $ | 0.19 |   |   | $ | 0.15 |   |   | $ | 0.26 |   |
|   | Diluted      earnings (loss) per share |   | $                   | 0.06   |   |                | $      | (0.70 | ) |   | $ | 0.11 |   |   | $ | 0.12 |   |   | $ | 0.17 |   |   | $ | 0.19 |   |   | $ | 0.15 |   |   | $ | 0.25 |   |

|   | The      net loss for the third quarter of fiscal year 2009 is due to the non-cash      impairment charges further discussed in Note 11, Impairment Charges, of      the consolidated financialstatements. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

----

|   |                           |
|--------|--------------------------------|
|   | /s/      Richard C. Stockinger |   |
|   | Richard      C. Stockinger     |
|   | Chief      Executive Officer   |
|   |                           |
|   | /s/      Jose I. Ortega        |   |
|   | Jose      I. Ortega            |
|   | Chief      Financial Officer   |
|   |                           |
|   | June      29, 2009             |

----

|                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| John      E. Abdo - Vice Chairman of the Board of Directors and Chairman of the      Executive Committee, BFC Financial Corporation; Vice Chairman of the Board      and Chairman of the Executive Committee, BankAtlantic Bancorp., Inc.; Vice      Chairman, Woodbridge Holdings Inc.; and Vice Chairman of the Board,      Bluegreen Corporation.                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| Norman      Becker - Independent Consultant, Certified Public    Accountant                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| J.      Ronald Castell - ReelRon LLC                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| Darwin      C. Dornbush – Partner, Dornbush Schaeffer Strongin & Venaglia,      LLP                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| Lewis      Jaffe - Independent Consultant                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| Alan      B. Levan - Chairman of the Board of Directors, Chief Executive Officer and      President, BFC Financial Corporation; Chairman of the Board of Directors,      Chief Executive Officer and President, BankAtlantic Bancorp.; Chairman of      the Board of Directors and Chief Executive Officer, Woodbridge Holdings      Corporation; and Chairman of the Board, Bluegreen    Corporation. |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| Richard      C. Stockinger                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| Joseph      J. West, Ph.D. - Dean, School of Hospitality and Tourism Management,      Florida International University                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                   |
| Taka      Yoshimoto                                                                                                                                                                                                                                                                                                                                                                                    |

----

|                      |   |
|---------------------------|--------|
| COMMON      STOCK         |   |
| NASDAQ      Symbols       |   |
| Common      Stock         | BNHN   |
| Class      A Common Stock | BNHNA  |

----

|                      |   | Fiscal      Year Ended |   |
|---------------------------|--------|------------------------|--------|
|                      |   | March      29, 2009    |   | March      30, 2008 |   |
| COMMON      STOCK         |   |                   | High   |   |   | Low |   |   | High |   |   | Low |   |
|                      |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| 1st      Quarter          |   | $                      | 11.33  |   | $ | 5.71 |   | $ | 22.31 |   | $ | 19.23 |   |
| 2nd      Quarter          |   |                   | 7.61   |   |   | 2.98 |   |   | 21.56 |   |   | 16.50 |   |
| 3rd      Quarter          |   |                   | 3.43   |   |   | 1.63 |   |   | 18.23 |   |   | 10.80 |   |
| 4th      Quarter          |   |                   | 2.93   |   |   | 1.62 |   |   | 12.49 |   |   | 9.20 |   |
|                      |   |                   |   |   |   |   |   |   |   |   |   |   |   |
|                      |   | Fiscal      Year Ended |   |
|                      |   | March      29, 2009    |   | March      30, 2008 |   |
| CLASS      A COMMON STOCK |   | High                   |   | Low |   | High |   | Low |   |
|                      |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| 1st      Quarter          |   | $                      | 11.42  |   | $ | 5.64 |   | $ | 22.08 |   | $ | 19.36 |   |
| 2nd      Quarter          |   |                   | 7.55   |   |   | 3.18 |   |   | 21.47 |   |   | 16.49 |   |
| 3rd      Quarter          |   |                   | 3.28   |   |   | 1.60 |   |   | 18.45 |   |   | 10.74 |   |
| 4th      Quarter          |   |                   | 2.74   |   |   | 1.56 |   |   | 12.52 |   |   | 9.21 |   |

----

|                                                                                     |
|------------------------------------------------------------------------------------------|
| COMPARISON      OF 5-YEAR CUMULATIVE TOTAL RETURN                                        |
| AMONG      BENIHANA INC., COMMON STOCKNASDAQ      MARKET (U.S.) INDEX AND SIC CODE INDEX |
|                                                                                |

|                            |   | 2004   |   | 2005   |   | 2006   |   | 2007   |   | 2008   |   | 2009   |   |
|---------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| BENIHANA      INC. COMMON STOCK |   |   | 100.00 |   |   | 87.76  |   |   | 172.48 |   |   | 168.66 |   |   | 102.58 |   |   | 25.69 |   |
| SIC      CODE INDEX             |   |   | 100.00 |   |   | 110.31 |   |   | 124.09 |   |   | 136.23 |   |   | 135.42 |   |   | 118.01 |   |
| NASDAQ      MARKET INDEX (U.S.) |   |   | 100.00 |   |   | 100.88 |   |   | 119.92 |   |   | 126.93 |   |   | 118.97 |   |   | 77.42 |   |
|                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

|                                               |
|----------------------------------------------------|
| COMPARISON      OF 5-YEAR CUMULATIVE TOTAL RETURN  |
| AMONG      BENIHANA INC., CLASS A                  |
| NASDAQ      MARKET (U.S.) INDEX AND SIC CODE INDEX |
|                                          |

|                            |   | 2004   |   | 2005   |   | 2006   |   | 2007   |   | 2008   |   | 2009   |   |
|---------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| BENIHANA      INC. CLASS A      |   |   | 100.00 |   |   | 88.45  |   |   | 171.41 |   |   | 168.37 |   |   | 101.08 |   |   | 24.47 |   |
| SIC      CODE INDEX             |   |   | 100.00 |   |   | 110.31 |   |   | 124.09 |   |   | 136.23 |   |   | 135.42 |   |   | 118.01 |   |
| NASDAQ      MARKET INDEX (U.S.) |   |   | 100.00 |   |   | 100.88 |   |   | 119.92 |   |   | 126.93 |   |   | 118.97 |   |   | 77.42 |   |