<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

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

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

                           Commission File No. 0-26396

                                  BENIHANA INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

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

         8685 NORTHWEST 53RD TERRACE, MIAMI, FLORIDA          33166
         -------------------------------------------        ----------
           (Address of principal executive offices)         (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
          Securities registered pursuant to Section 12 (g) of the Act:

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

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

                                    Yes X     No
                                       ---

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

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

                                    Yes X     No
                                       ---

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

<PAGE>

EXPLANATORY NOTE

RESTATEMENT

Subsequent to the issuance of the financial statements for the year ended March
28, 2004, the Company determined that those financial statements contained
certain errors related to the accounting for leases and leasehold improvements.
Following a February 2005 review of the accounting adjustments cited in several
recent Form 8-K filings by other restaurants and retail companies and a letter
by the Chief Accountant of the Securities and Exchange Commission to the
Chairman of the Center for Public Company Audit Firms of the AICPA dated
February 7, 2005, we determined that the adjustments in those filings and the
subject matter of the SEC's Chief Accountant in his letter relating to the
treatment of lease accounting and leasehold depreciation applied to us, and that
it was appropriate to adjust certain of our prior financial statements. As a
result, we have restated our consolidated financial statements for the fiscal
years through 2004 (the "Restatement"). Previously, when accounting for leases
with renewal options, we recorded rent expense on a straight-line basis over the
initial non-cancelable lease term, with the term commencing when actual rent
payments began. We depreciate buildings, leasehold improvements and other
long-lived assets on those properties over a period that includes both the
initial non-cancelable lease term and in certain instances the option periods
provided for in the lease (or the useful life of the assets if shorter). Rent
holidays occur, in certain situations, when leases provide that rental payments
are not made for a certain period that approximates the time frame that our
restaurants are under construction. We previously did not include these rent
holiday periods when calculating straight-line rent expense.

Although the Company does not believe that this error resulted in a material
misstatement of the Company's consolidated financial statements for any annual
or interim periods as presented below, the effects of correcting the error
currently would have had a material effect on the Company's results of
operations for fiscal 2005. The financial statements have been restated to
recognize rent expense on a straight-line basis over the expected lease term,
including cancelable option periods where failure to exercise such options would
result in an economic penalty and including the rent holiday period.

This Amendment No. 2 on Form 10-K/A ("Form 10-K/A") to our Annual Report on Form
10-K for the year ended March 28, 2004, initially filed with the Securities and
Exchange Commission (the "SEC") on June 24, 2004 (the "Original Filing") and
amended on December 14, 2004, is being filed to reflect restatements of (i) our
consolidated balance sheets at March 28, 2004 and March 30, 2003 and (ii) our
consolidated statements of earnings, changes in stockholders' equity and cash
flows, for each of the three years in the period ended March 28, 2004 and the
notes related thereto. For a more detailed description of these restatements,
see Note 2, "Restatement of Previously Issued Financial Statements" to the
accompanying condensed consolidated financial statements and the section
entitled "Restatement" in Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in this Form 10-K/A.

This Form 10-K/A only amends and restates Items 6, 7, 8 and 9A of Part II of the
Original Filing, in each case, solely as a result of, and to reflect, the
Restatement, and no other information in the Original Filings is amended hereby.
The foregoing items have not been updated to reflect other events occurring
after the Original Filing or to modify or update those disclosures affected by
subsequent events. In addition, pursuant to the rules of the SEC, Item 15 of
Part IV of the Original Filing has been amended to contain currently dated
certifications from our Chief Executive Officer and Chief Financial Officer, as
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The
certifications of our Chief Executive Officer and Chief Financial Officer are
attached to this Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2 respectively.

Except for the foregoing amended information, this Form 10-K/A continues to
describe conditions as of the date of the Original Filing, and we have not
updated the disclosures contained herein to reflect events that occurred at a
later date. Other events occurring after the Original Filing or other
disclosures necessary to reflect subsequent events have been or will be
addressed in our amended Quarterly Report on Form 10-Q/A for the quarterly
period ended July 18, 2004 and/or our Quarterly Report on Form 10-Q/A for the
quarterly period ended October 10, 2004 which are being filed concurrently with
the filing of this Form 10-K/A and any reports filed with the SEC subsequent to
the date of this filing. Previously the Company filed an amended Quarterly
Report on Form 10-Q/A for the quarterly period ended January 2, 2005.

We have not amended and do not intend to amend our previously-filed Annual
Reports on Form 10-K or our Quarterly Reports on Form 10-Q for the periods
affected by the Restatement that ended prior to March 28, 2004. For this reason,
the consolidated financial statements, auditors' reports and related financial
information for the affected periods contained in such reports should no longer
be relied upon.

<PAGE>

                                     PART II

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

MANAGEMENT'S DISCUSSION AND ANALYSIS
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the issuance of the financial statements for the fiscal year ended
March 28, 2004, the Company determined that those financial statements contained
certain errors related to the accounting for leases and leasehold improvements.
Following a February 2005 review of the accounting adjustments cited in several
recent Form 8-K filings by other restaurant and retail companies and a letter by
the Chief Accountant of the Securities and Exchange Commission to the Chairman
of the Center for Public Company Audit Firms of the AICPA dated February 7,
2005, we determined that the adjustments in those filings and the subject matter
of the SEC's Chief Accountant in his letter relating to the treatment of lease
accounting and leasehold depreciation applied to us, and that it was appropriate
to adjust certain of our prior financial statements. As a result, we have
restated our consolidated financial statements as of March 28, 2004 and March
30, 2003 and for each of the three years in the period ended March 28, 2004
included herein (the "Restatement"). Previously, when accounting for leases with
renewal options, we recorded rent expense on a straight-line basis over the
initial non-cancelable lease term, with the term commencing when actual rent
payments began. We depreciate buildings, leasehold improvements and other
long-lived assets on those properties over a period that includes both the
initial non-cancelable lease term and in certain instances the option periods
provided for in the lease (or the useful life of the assets if shorter). Rent
holidays occur, in certain situations, where leases provide that rental payments
are not made for a certain period that approximates the time frame that our
restaurants are under construction. We previously did not include these rent
holiday periods when calculating straight-line rent expense.

Although the Company does not believe that this error resulted in a material
misstatement of the Company's consolidated financial statements for any annual
or interim periods as presented below, the effects of correcting the error
currently would have had a material effect on the Company's results of
operations for fiscal 2005. The financial statements have been restated to
recognize rent expense on a straight-line basis over the expected lease term,
including cancelable option periods where failure to exercise such options would
result in an economic penalty and including the rent holiday period.

The cumulative effect of the Restatement as of March 28, 2004 is an increase in
deferred rent liability of $3.6 million and a decrease in deferred income tax
liability of $1.4 million. As a result, retained earnings at the end of fiscal
2004 decreased by $2.2 million. Rent expense for the fiscal years ended March
28, 2004, March 30, 2003 and March 31, 2002 increased by $0.4 million, $0.3
million and $0.3 million, respectively. The Restatement decreased diluted
earnings per share $0.03, $0.02 and $0.02, respectively. The Restatement had no
impact on our previously reported cash flows, sales or same-restaurant sales or
on our compliance with any covenant under our credit facility or other debt
instruments.

The consolidated financial statements for the fiscal years ended March 28, 2004,
March 30, 2003 and March 31, 2002 included in this Form 10-K/A have been
restated to reflect the adjustments described above. The Restatement of prior
period interim financial statements will be made in amendments to our previously
filed Form 10-Q/A for the quarter ended July 18, 2004, and Form 10-Q/A for the
quarter ended October 10, 2004.

OVERVIEW

SUMMARY OF RESULTS

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

o       the twelfth consecutive year of total sales increases,
o       opened four new Benihana teppanyaki-style restaurants in Scottsdale,
        Arizona; Alpharetta, Georgia; Bethesda, Maryland and Westbury, New York,
o       opened three new RA Sushi restaurants in Tucson, Arizona; San Diego,
        California and Chicago, Illinois,
o       earnings per diluted share of $.98 compared to $.99 in the prior fiscal
        year, and
o       restaurant operating profit (restaurant sales less cost of food and
        beverage sales and restaurant operating expenses) increased 6.9% to
        approximately $31.7 million.

                                       1
<PAGE>

OUR BUSINESS

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

At March 28, 2004 we:

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

OUTLOOK


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

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

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

OPERATING RESULTS

REVENUES

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

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

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

                  --------------------------------------------------------------
                            Percentage          Percentage         Percentage
                            change              change             change
                            from 2003           from 2002          from 2001
 -------------------------------------------------------------------------------
 Restaurant sales  $201,335      7.1%  $187,913     10.5%  $170,051     5.1%
 Franchise fees
 and royalties
                      1,628     22.3%     1,331     (8.6%)    1,456     5.7%
 -------------------------------------------------------------------------------
 Total revenues    $202,963      7.2%  $189,244     10.3%  $171,507     5.1%
 -------------------------------------------------------------------------------

                                       2
<PAGE>

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

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

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

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

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

2004 COMPARED TO 2003

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

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

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

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

2003 COMPARED TO 2002

                                       3
<PAGE>

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

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

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

OPERATING COSTS AND EXPENSES

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

The following table shows the amount of change in our restaurant operating
costs, costs as a percentage of restaurant sales, and the percentages of change
from the preceding years.

                                                        Fiscal year ended
                                                  -----------------------------
                                                    2004      2003      2002
                                                  -----------------------------
COST AS A PERCENTAGE OF RESTAURANT SALES:
Cost of food and beverage sales                      25.6%     24.6%     25.1%
Restaurant operating expenses                        58.7%     59.6%     58.8%
Restaurant opening costs                              1.0%      0.3%      0.8%
Marketing, general and administrative expenses        8.1%      8.3%      7.9%

AMOUNT OF CHANGE FROM PRIOR YEAR:
Cost of food and beverage sales
                                                   $5,255    $3,428    $ (547)
Restaurant operating expenses                       6,133    12,086    10,537
Restaurant opening costs                            1,587      (780)     (172)
Marketing, general and administrative expenses        850     2,139      (317)
Interest expense, net                                 (71)     (462)     (243)

PERCENTAGE INCREASE OR (DECREASE) FROM PRIOR YEAR:
Cost of food and beverage sales                      11.4%      8.0%     (1.3%)
Restaurant operating expenses
                                                      5.5%     12.1%      5.0%
Restaurant opening costs                            316.8%    (60.1%)   (11.8%)
Marketing, general and administrative expenses        5.5%     16.0%     (2.3%)
Interest expense, net                               (13.4%)   (46.7%)   (19.7%)

2004 COMPARED TO 2003

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

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

Restaurant operating expenses increased in absolute amount but decreased when
expressed as a percentage of sales in fiscal 2004 when compared to fiscal 2003.
The increase in absolute amount was mainly attributable to the

                                       4
<PAGE>

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

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

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

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

Our effective tax rate was 33.4% for fiscal 2004 compared to 32.7% for fiscal
2003. The increase was primarily a result of increased minority interest expense
which is not deductible for tax purposes.

2003 COMPARED TO 2002

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

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

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

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

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

Our effective income tax rate increased in fiscal 2003 to 32.7% from 31.2% in
fiscal 2002. The increase was due to an increase in net pre-tax income coupled
with a relatively fixed amount of Federal tax credit for FICA taxes paid on
reported tip income.

OUR FINANCIAL RESOURCES

                                       5
<PAGE>

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

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

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

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

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

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

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

Contractual obligations and commitments (in thousands):

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

                                       6
<PAGE>

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


(2)     Contingent payment from RA Sushi acquisition.


OPERATING ACTIVITIES


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

                                       7
<PAGE>

INVESTING ACTIVITIES

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

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

FINANCING ACTIVITIES

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

THE IMPACT OF INFLATION


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


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

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

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

SEASONALITY OF OUR BUSINESS

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES


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

                                       8
<PAGE>

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

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

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

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

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

NEW ACCOUNTING PRONOUNCEMENTS THAT MAY AFFECT OUR FINANCIAL REPORTING

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

                                       9
<PAGE>

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

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

FORWARD LOOKING STATEMENTS

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

                                       10
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS (AS RESTATED, SEE NOTE 2)

(In thousands, except per share information)

                                               MARCH 28,   March 30,   March 31,
Fiscal year ended                                2004       2003        2002
--------------------------------------------------------------------------------

REVENUES

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

COSTS AND EXPENSES

Cost of food and beverage sales                  51,437      46,182      42,754
Restaurant operating expenses                   118,183     112,050      99,964
Restaurant opening costs                          2,088         501       1,281
Marketing, general and administrative expenses   16,362      15,512      13,373
Impairment charge                                                           438
-------------------------------------------------------------------------------
Total operating expenses                        188,070     174,245     157,810
-------------------------------------------------------------------------------

Income from operations                           14,893      14,999      13,697
Interest expense, net                               457         528         990

-------------------------------------------------------------------------------
Income before income taxes and minority interest 14,436      14,471      12,707
Income tax provision                              4,821       4,725       3,964
-------------------------------------------------------------------------------

Income before minority interest                   9,615       9,746       8,743
Minority interest                                   643         477         100
-------------------------------------------------------------------------------

NET INCOME                                       $8,972      $9,269      $8,643
===============================================================================

EARNINGS PER SHARE

Basic earnings per common share (1)               $1.01       $1.06       $1.14
Diluted earnings per common share (1)              $.98        $.99       $1.09
-------------------------------------------------------------------------------

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

See notes to consolidated financial statements

                                       11
<PAGE>
<TABLE>
<CAPTION>

BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share information)
                                                                 MARCH 28,             March 30,
                                                                  2004                  2003
-----------------------------------------------------------------------------------------------------
ASSETS                                                         (As restated,        (As restated,
CURRENT ASSETS:                                             see Notes 2 and 11)      see Note 2)
<S>                                                                      <C>                 <C>
     Cash and cash equivalents                                           $2,196              $2,299
     Receivables                                                            882                 626
     Inventories                                                          6,147               5,328
     Prepaid expenses                                                     2,426               2,236
-----------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                     11,651              10,489

PROPERTY AND EQUIPMENT, NET                                              98,219              84,482
GOODWILL, NET                                                            27,783              27,131
OTHER ASSETS                                                              4,757               5,207
DEFERRED TAX ASSET, NET                                                     185               2,450
-----------------------------------------------------------------------------------------------------
                                                                       $142,595            $129,759
=====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable and accrued expenses                              $18,877             $17,990
     Current maturity of bank debt                                       21,500               3,000
     Current maturities of obligations
          under capital leases                                              273                 373
-----------------------------------------------------------------------------------------------------
Total current liabilities                                                40,650              21,363

LONG-TERM DEBT - BANK                                                                         19,000
DEFERRED OBLIGATIONS UNDER OPERATING LEASES                               5,460               4,613
OBLIGATIONS UNDER CAPITAL LEASES                                             26                 299
-----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                        46,136              45,275

MINORITY INTEREST                                                         1,414                 771


COMMITMENTS AND CONTINGENCIES (NOTES 10 AND 13)
STOCKHOLDERS' EQUITY:
     Common stock - $.10 par value; convertible into Class
         A Common stock; authorized - 12,000,000 shares;
         issued and outstanding - 3,134,979 and 3,184,479
         Shares in 2004 and 2003, respectively                              313                 318
     Class A Common stock - $.10 par value; authorized -
         20,000,000 shares; issued and outstanding -
         5,967,527 and 5,595,084 shares in 2004 and 2003,
         Respectively                                                       597                 560
     Additional paid-in capital                                          50,772              48,444
     Retained earnings                                                   43,506              34,534
     Treasury stock - 10,828 shares of Common stock
         at cost                                                           (143)               (143)
-----------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                               95,045              83,713
-----------------------------------------------------------------------------------------------------
                                                                       $142,595            $129,759
=====================================================================================================
</TABLE>

See notes to consolidated financial statements

                                       12
<PAGE>

<TABLE>
<CAPTION>

BENIHANA INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share information)
                                                                                                                          Total
                                                                                               Retained               Stockholders'
                                                                         Class A   Additional  Earnings                  Equity
                                                   Preferred   Common    Common     Paid-in   (As restated, Treasury  (As restated,
                                                     Stock      Stock     Stock     Capital   see Note 2)     Stock    see Note 2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>     <C>       <C>       <C>         <C>            <C>        <C>
BALANCE, APRIL 1, 2001, as previously reported          $1      $358      $259      $14,847     $37,336      $ (116)      $52,685
     Restatement, Note 2                                                                         (1,528)                   (1,528)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, APRIL 1, 2001, as restated                     $1      $358      $259      $14,847     $35,808      $ (116)      $51,157
     Net income                                                                                   8,643
                                                                                                                            8,643
     Tax benefit from stock options                                                     352                                   352
     Dividend on preferred stock                                                                    (5)                       (5)
     Conversion of 700 shares of preferred stock
         into 105,267 shares of Class A common stock
         at $.10 par value                              (1)                 11          (10)
     Conversion of 316,937 shares of common Stock
         into Class A common stock at $0.1 par value             (31)       31
     Issuance of 1,000,000 shares of Class A common
          Stock, net of offering costs                                     100       10,517                                10,617
     Issuance of 14,000 shares of common stock
         under exercise of options                                 1                     39                                    40
     Issuance of 139,406 shares of Class A
         common stock under exercise of options                             14        1,181                                 1,195
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2002                                          328       415       26,926      44,446        (116)       71,999
---------------------------------------------------------------------------------------------------------------------------------
     Net income                                                                                   9,269                     9,269
     Tax benefit from stock options                                                     517                                   517
     Issuance of 1,141,050 shares of Class A
          common stock for stock dividend                                  115       19,089     (19,181)        (23)
     Conversion of 100,700 shares of common stock
         into Class A common stock at $.10 par value             (10)       10
     Purchase of treasury stock                                                                                  (4)          (4)
     Issuance of 9,000 shares of common stock
         under exercise of options                                                       43                                    43
     Issuance of 178,865 shares of Class A
         common stock under exercise of options                             18        1,708                                 1,726
     Issuance of 150 shares of Class A common
         Stock for incentive compensation                                                 3                                     3
     Issuance of 23,000 shares of Class A common
          Stock under exercise of warrant                                    2          158                                   160
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 30, 2003                                          318       560       48,444      34,534        (143)       83,713
---------------------------------------------------------------------------------------------------------------------------------
     Net income                                                                                   8,972                     8,972
     Tax benefit from stock options                                                     162                                   162
     Conversion of 79,500 shares of common stock
         into Class A common stock at $.10 par value              (8)        8
     Issuance of 30,000 shares of common stock
         under exercise of options                                 3                    214                                   217
     Issuance of 207,000 shares of Class A
         common stock under exercise of warrants                            21        1,420                                 1,441
     Issuance of 85,943 shares of Class A
         common stock under exercise of options                              8          532                                   540
---------------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 28, 2004                                         $313      $597      $50,772     $43,506       $(143)      $95,045
=================================================================================================================================
</TABLE>

See notes to consolidated financial statements

                                       13
<PAGE>

<TABLE>
<CAPTION>

BENIHANA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (AS RESTATED, SEE NOTE 2)

(In thousands, except share information)                                        MARCH 28,       March 30,     March 31,
Fiscal year ended                                                                2004             2003          2002
--------------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES:
<S>                                                                                 <C>             <C>           <C>
     Net income                                                                    $8,972          $9,269        $8,643
     Adjustments to reconcile net income to net cash
     provided by operating activities:
        Depreciation and amortization                                               8,657           7,375         5,898
        Minority interest                                                             643             477           100
        Deferred income taxes                                                       2,265             655           886
        Issuance of Common stock for incentive compensation                                            3
        Loss on disposal of assets                                                    154             120           207
        Write-down of impaired assets                                                                               438
        Change in operating assets and liabilities that provided (used) cash:
          Receivables                                                                (256)            364          (256)
          Inventories                                                                (819)         (1,085)           52
          Prepaid expenses                                                           (190)            351        (1,408)
          Other assets                                                                (59)           (431)         (228)
          Accounts payable and accrued expenses and deferred
               obligations under operating leases                                   1,082           1,181           899
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                          20,449          18,279        15,231
--------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
     Business acquisition, net of cash acquired                                                   (11,353)
     Expenditures for property and equipment                                      (22,038)        (27,418)      (13,944)
     Other                                                                             (4)            (11)          (15)
--------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                             (22,042)        (38,782)      (13,959)
--------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
     Dividends paid on preferred stock                                                                               (5)
     Proceeds from issuance of long-term debt                                      17,400          34,800        15,000
     Repayment of long-term debt and obligations under capital leases             (18,270)        (19,502)      (24,344)
     Proceeds from issuance of Class A Common stock                                                              10,617
     Proceeds from issuance of Common stock and Class A
         Common stock under exercise of options and warrants                        2,198           1,929         1,235
     Tax benefit from stock option and warrant exercise                               162             517           352
     Purchase of treasury stock                                                                        (4)
--------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                           1,490          17,740         2,855
--------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                                 (103)         (2,763)        4,127
Cash and cash equivalents, beginning of year                                        2,299           5,062           935
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                                             $2,196          $2,299        $5,062
==========================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID DURING THE FISCAL YEAR FOR:
     Interest                                                                        $484            $423        $1,030
     Income taxes                                                                  $2,305          $3,055        $3,831
BUSINESS ACQUISITIONS, NET OF CASH ACQUIRED:
     Fair value of assets acquired, other than cash                                                $2,346
     Liabilities assumed                                                                           (1,646)
     Purchase price in excess of the net assets acquired                                           10,653
--------------------------------------------------------------------------------------------------------------------------
                                                                                                  $11,353
==========================================================================================================================
</TABLE>
During fiscal 2004, $652,000 of goodwill was recorded related to contingent
payments accrued for the RA Sushi acquisition.
During fiscal 2004, 79,500 shares of common stock were converted into 79,500
shares of Class A common stock.
During fiscal 2003, 100,700 shares of common stock were converted into 100,700
shares of Class A common stock.
During fiscal 2003, a stock dividend of 1,141,050 shares of Class A common stock
was paid.

                                       14
<PAGE>

During fiscal 2002, 316,937 shares of common stock were converted into 316,937
shares of Class A common stock.
During fiscal 2002, 700 shares of preferred stock were converted into 105,267
shares of Class A common stock.

See notes to consolidated financial statements

                                       15
<PAGE>

BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

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

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

        ACCOUNTING FOR GOODWILL - The Company periodically reviews goodwill for
        impairment and writes-down the carrying amount of goodwill to results of
        operations when the recorded value of goodwill is determined to be

                                       16
<PAGE>

        more than its fair value. The Company reviewed goodwill for possible
        impairment during fiscal 2004, 2003 and 2002 and determined that there
        was no impairment.

                                       17
<PAGE>

        ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR
        INTERNAL USE - The Company capitalizes and records in other assets the
        cost of computer software obtained for internal use and amortizes such
        costs over a three-year period.

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

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

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

        Had the Company accounted for its stock-based awards under the fair
        value method, the table below shows the pro forma effect on net income
        and earnings per share for the three most recent fiscal years.

                                           MARCH 28,     March 30,    March 31,
                                              2004         2003         2002
                                          ------------ ------------ ------------
     Net Income
       As reported                            $8,972        $9,269      $8,643
     Add:  Stock-based compensation cost
       Included in net income                                    3
     Less:  Total stock-based employee
       Compensation expense
       determined under fair value
       based method for all awards               564           754          606
                                          ------------ ------------ ------------
       Pro forma                              $8,408        $8,518       $8,037
                                          ============ ============ ============
     Basic earnings per share
       As reported                            $ 1.01        $ 1.06       $ 1.14
                                          ============ ============ ============
      Pro forma                               $  .95        $  .97       $ 1.06
                                          ============ ============ ============
     Diluted earnings per share
       As reported                            $  .98        $  .99       $ 1.09
                                          ============ ============ ============
       Pro forma                              $  .92        $  .91       $ 1.01
                                          ============ ============ ============

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

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

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

                                       18
<PAGE>

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

<TABLE>
<CAPTION>
                                                       MARCH 28,        March 30,      March 31,
                                                          2004            2003           2002
                                                     -------------   -------------    ------------
<S>                                                      <C>             <C>             <C>
        Net income, as reported                         $8,972          $9,269          $8,643
        Less:  Accretion of preferred dividends                                             (5)
                                                     -------------   -------------    ------------
        Income for computation of basic
          earnings per common share                      8,972           9,269           8,638
        Convertible preferred dividends (See Note 13)                                        5
                                                     -------------   -------------    ------------
        Income for computation of diluted
          earnings per common share                     $8,972          $9,269          $8,643
                                                     =============   =============    ============
        Weighted average number of common
          shares in basic earnings per share             8,887           8,739           7,596
        Effect of dilutive securities:
          stock options and warrants                       268             670             336
          Convertible preferred shares                                                      14
                                                     -------------   -------------    ------------
        Weighted average number of common
          shares and dilutive potential common
          shares used in diluted earnings per share      9,155           9,409           7,946
                                                     =============   =============    ============
</TABLE>

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


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

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

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

                                       19
<PAGE>

2.      RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

        Subsequent to the issuance of the financial statements for the fiscal
        year ended March 28, 2004, the Company determined that those financial
        statements contained certain errors related to the accounting for leases
        and leasehold improvements. Following a February 2005 review of the
        accounting adjustments cited in several recent Form 8-K filings by other
        restaurants and retail companies and a letter by the Chief Accountant of
        the Securities and Exchange Commission to the Chairman of the Center for
        Public Company Audit Firms of the AICPA dated February 7, 2005, we
        determined that the adjustments in those filings and the subject matter
        of the SEC's Chief Accountant in his letter relating to the treatment of
        lease accounting and leasehold depreciation applied to us, and that it
        was appropriate to adjust certain of our prior financial statements. As
        a result, we have restated our consolidated financial statements as of
        March 28, 2004 and March 30, 2003 and for each of the three years in the
        period ended March 28, 2004 included herein (the "Restatement").
        Previously, when accounting for leases with renewal options, we recorded
        rent expense on a straight-line basis over the initial non-cancelable
        lease term, with the term commencing when actual rent payments began. We
        depreciate buildings, leasehold improvements and other long-lived assets
        on those properties over a period that includes both the initial
        non-cancelable lease term and in certain instances the option periods
        provided for in the lease (or the useful life of the assets if shorter).
        Rent holidays occur, in certain situations, where leases provide that
        rental payments are not made for a certain period that approximates the
        time frame that our restaurants are under construction. We previously
        did not include these rent holiday periods when calculating
        straight-line rent expense.

        Although the Company does not believe that this error resulted in a
        material misstatement of the Company's consolidated financial statements
        for any annual or interim periods as presented below, the effects of
        correcting the error currently would have had a material effect on the
        Company's results of operations for fiscal 2005. The financial
        statements have been restated to recognize rent expense on a
        straight-line basis over the expected lease term, including cancelable
        option periods where failure to exercise such options would result in an
        economic penalty and including the rent holiday period.

        The cumulative effect of the Restatement as of March 28, 2004 is an
        increase in deferred rent liability of $3.6 million and a decrease in
        deferred income tax liability of $1.4 million. As a result, retained
        earnings at the end of fiscal 2004 decreased by $2.2 million. Rent
        expense for fiscal years ended March 28, 2004, March 30, 2003 and March
        31, 2002 increased by $0.4 million, $0.3 million and $0.3 million,
        respectively. The Restatement decreased diluted earnings per share
        $0.03, $0.02 and $0.02, respectively. The Restatement had no impact on
        our previously reported cash flows, sales or same-restaurant sales or on
        our compliance with any covenant under our credit facility or other debt
        instruments.

        The following is a summary of the impact of the Restatement on our
        consolidated balance sheets at March 28, 2004 and March 30, 2003 and our
        consolidated statements of earnings for the fiscal years ended March 28,
        2004, March 30, 2003 and March 31, 2002.

                                              As Previously                As
    As of March 28, 2004                       Reported    Adjustments  Restated
    ----------------------------------------------------------------------------
    Consolidated Balance Sheet
    ----------------------------------------------------------------------------
    Deferred tax asset, net                      $      0    $   185   $    185
    Total assets                                  142,410        185    142,595
    Accounts payable and accrued expenses          20,730     (1,853)    18,877
    Deferred obligations under operating leases         0      5,460      5,460
    Deferred tax liability, net                     1,237     (1,237)         0
    Total liabilities                              43,766      2,370     46,136
    Retained earnings                              45,691     (2,185)    43,506
    Total stockholders' equity                     97,230     (2,185)    95,045

                                       20
<PAGE>

<TABLE>
<CAPTION>

                                                              As Previously                        As
    As of March 30, 2003                                        Reported        Adjustments      Restated
    --------------------------------------------------------------------------------------------------------
    Consolidated Balance Sheet
    --------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>           <C>
    Deferred tax asset, net                                          $1,172          $1,278        $2,450
    Total assets                                                    128,481           1,278       129,759
    Accounts payable and accrued expenses                            19,407         (1,417)        17,990
    Deferred obligations under operating leases                           0           4,613         4,613
    Total liabilities                                                42,079           3,196        45,275
    Retained earnings                                                36,452         (1,918)        34,534
    Total stockholders' equity                                       85,631         (1,918)        83,713


    Fiscal Year ended March 28, 2004                            Reported        Adjustments      Restated
    --------------------------------------------------------------------------------------------------------
    Consolidated Statement of Earnings
    --------------------------------------------------------------------------------------------------------
    Restaurant operating expenses                                  $118,015            $168      $118,183
    Restaurant opening costs                                          1,845             243         2,088
    Income before income taxes and minority interest                 14,847            (411)       14,436
    Income tax provision                                              4,965            (144)        4,821
    Net income                                                        9,239            (267)        8,972
    Basic earnings per share                                           1.04           (0.03)         1.01
    Diluted earnings per share                                         1.01           (0.03)         0.98


                                                              As Previously                      As
    Fiscal Year ended March 30, 2003                            Reported        Adjustments      Restated
    --------------------------------------------------------------------------------------------------------
    Consolidated Statement of Earnings
    --------------------------------------------------------------------------------------------------------
    Restaurant operating expenses                                  $111,725            $325      $112,050
    Restaurant opening costs                                            485              16           501
    Income before income taxes and minority interest                 14,812            (341)       14,471
    Income tax provision                                              4,862            (137)        4,725
    Net income                                                        9,473            (204)        9,269
    Basic earnings per share                                           1.08           (0.02)         1.06
    Diluted earnings per share                                         1.01           (0.02)         0.99


                                                              As Previously                      As
    Fiscal Year ended March 31, 2002                            Reported        Adjustments      Restated
    --------------------------------------------------------------------------------------------------------
    Consolidated Statement of Earnings
    --------------------------------------------------------------------------------------------------------
    Restaurant operating expenses                                   $99,707            $257       $99,964
    Restaurant opening costs                                          1,228              53         1,281
    Income before income taxes and minority interest                 13,017            (310)       12,707
    Income tax provision                                              4,088            (124)        3,964
    Net income                                                        8,829            (186)        8,643
    Basic earnings per share                                           1.16           (0.02)         1.14
    Diluted earnings per share                                         1.11           (0.02)         1.09
</TABLE>

                                       21
<PAGE>

3.      ACQUISITION

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

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

4.      FAIR VALUE OF FINANCIAL INSTRUMENTS

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

5.      INVENTORIES

                Inventories consist of (in thousands):

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

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

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

                                       22
<PAGE>

6.      PROPERTY AND EQUIPMENT

        Property and equipment consist of (in thousands):

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

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

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

7.      OTHER ASSETS

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

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

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

8.      ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

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

        Accounts payable                           $5,298             $6,129
        Accrued payroll, incentive
          compensation and related taxes            3,864              3,867
        Accrued health insurance costs                808                840
        Sales taxes payable                         1,138              1,178
        Unredeemed gift                             1,383              1,161
        certificates
        Accrued percentage rent                     1,015              1,078
        Accrued property taxes                        581                623
        Straight-line rent accrual                    114                114
        Other accrued operating expenses            4,676              3,000
                                            -----------------    ---------------

                                                  $18,877            $17,990
                                            =================    ===============

                                       23
<PAGE>

9.      RESTAURANT OPERATING EXPENSES

   Restaurant operating expenses consist of (in thousands):

                                          MARCH 28,      March 30,    March 31
   Fiscal year ended                        2004           2003         2002
--------------------------------------------------------------------------------
   Labor and related costs                 $71,812        $70,262       $62,677
   Restaurant supplies                       3,945          3,630         3,368
   Credit card discounts                     3,465          3,240         2,884
   Utilities                                 4,854          4,262         3,890
   Occupancy costs                          11,910         10,667        10,079
   Depreciation and amortization             8,313          7,077         5,582
   Other restaurant operating expenses      13,884         12,912        11,484
                                       -----------------------------------------

   Total restaurant operating expenses    $118,183       $112,050       $99,964
                                       =========================================

10.     LEASE OBLIGATIONS

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

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

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

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


         Rental expense consists of (in thousands):

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

         Minimum rental commitments            $9,879      $8,516       $8,061
         Rental based on percentage of sales    2,324       2,404        2,273
                                              ----------------------------------
                                              $12,203     $10,920      $10,334
                                              ==================================

                                       24
<PAGE>

11.     LONG-TERM DEBT

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

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

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

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

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

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

12.     INCOME TAXES

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

                                       25
<PAGE>

        The net deferred tax asset (liability) consists of (in thousands):
<TABLE>
<CAPTION>
                                                            March 28, 2004                    March 30, 2003
                                                  Assets      Liabilities    Total     Assets    Liabilities    Total
        ---------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>            <C>     <C>           <C>        <C>
        Amortization of gain                      $  847                    $ 847      $887                     $887
        Tax loss carryforwards                       301                      301       733                      733
        Capital leases                               123        $ 46           77       309          $129        180
        Income tax credits                         1,383                    1,383       790                      790
        Gift certificates                            554                      554       464                      464
        Deferred compensation                        296                      296       241                      241
        Accelerated depreciation
             for tax purposes                                  3,307       (3,307)                  1,151     (1,151)
        Smallware inventory                                      764         (764)                    705       (705)
        Non-compete and
             severance agreement                                 399         (399)                    361       (361)
        Goodwill                                                 379         (379)                     94        (94)
        Deferred obligations under
             operating leases                      1,422                    1,422     1,278                    1,278
        Other                                        166          12          154       195             7        188
                                              -----------------------------------------------------------------------
        Total asset                               $5,092      $4,907         $185    $4,897        $2,447     $2,450
                                              =======================================================================
</TABLE>

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

        The income tax provision consists of (in thousands):
                                        MARCH 28,     March 30,     March 31,
        Fiscal year ended                 2004           2003         2002
        ------------------------------------------------------------------------
        Current:
            Federal                      $1,876       $2,826        $2,069
            State                           680        1,244         1,009
        Deferred:
            Federal and State             2,265          655           886
                                     -------------------------------------------
        Income tax provision             $4,821       $4,725        $3,964
                                      ==========================================

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

<TABLE>
<CAPTION>

                                                                   MARCH 28,     March 30,     March 31,
        Fiscal year ended                                            2004         2003               2002
        ----------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>              <C>
        Federal income tax provision at statutory rate of 34%       $4,913       $4,781         $4,297
        State income taxes, net of federal benefit                     899          822            663
        Tax credits, net                                            (1,026)      (1,000)          (893)
        Other                                                           35          122           (103)
                                                                --------------------------------------------

        Income tax provision                                        $4,821       $4,725         $3,964
                                                                ============================================

        Effective income tax rate                                     33.4%        32.7%          31.2%
                                                                ============================================
</TABLE>

13.     COMMITMENTS AND CONTINGENCIES

        ACQUISITIONS - In December 1999, the Company completed the acquisition
        of 80% of the equity of Haru Holding Corp. ("Haru"). The acquisition was
        accounted for using the purchase method of accounting. Pursuant to the
        purchase agreement, at any time during the period of July 1, 2005
        through September 30, 2005, the holders of the balance of Haru's equity
        (the "Minority Stockholders") shall have a one-time option to sell their
        shares to the Company. Provided that the Minority Stockholders do not
        exercise their right to sell their shares, then the Company has a
        one-time option to purchase the shares of the Minority

                                       26
<PAGE>

        Stockholders between the period of October 1, 2005 and December 31,
        2005. The price for both the put and call options will be determined
        based on a defined cash flow measure for the acquired business. The fair
        value of the put and call options was insignificant as of March 28,
        2004.

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

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

14.     STOCKHOLDERS' EQUITY

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

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

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

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

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

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

                                       27
<PAGE>

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

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

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

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

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

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

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

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

15.     INCENTIVE AND DEFERRED COMPENSATION PLANS

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

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

                                       28
<PAGE>

        balances. Investment earnings are credited to their accounts.

16.     QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
         Fiscal quarter ended (in thousands except for per share information)
                                           MARCH 28, 2004                                 March 30, 2003
         -----------------------------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>        <C>         <C>        <C>        <C>       <C>
                              FOURTH     THIRD      SECOND     FIRST        Fourth    Third      Second     First

         Revenues              $50,654    $46,972    $44,235    $61,102     $46,305    $43,822    $41,958   $57,159
         Gross profit           37,723     34,511     32,693     44,971      34,693     32,952     31,353    42,733
         Net income              2,854      1,848      1,400      2,870       3,019      2,124      1,396     2,729
         Basic earnings
          per share            $   .31    $   .21    $   .16    $   .33     $   .35    $   .25    $   .17   $   .32
         Diluted earnings
          per share            $   .31    $   .20    $   .15    $   .32     $   .33    $   .24    $   .16   $   .30
</TABLE>

17.     SUBSEQUENT EVENTS

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

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

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

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

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

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

ITEM    9.A. CONTROLS AND PROCEDURES

        The Company conducted an evaluation, under the supervision and with the
        participation of the principal executive officer and principal financial
        officer, of the Company's disclosure controls and procedures (as defined
        in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
        1934 (the "Exchange Act")). The principal executive officer and
        principal financial officer concluded that the Company's disclosure
        controls and procedures are effective as of March 28, 2004 to ensure
        that information required to be disclosed by the Company in reports that
        it files or submits under the Exchange Act is recorded, processed,
        summarized and reported within the time periods specified in Securities
        and Exchange Commission rules and forms. Subsequent to the period
        covered by this report, and following a February 2005 review of the
        accounting adjustments cited in several recent Form 8-K filings by other
        restaurant companies and a letter by the Chief Accountant of the
        Securities and Exchange Commission to the Chairman of the center for
        Public Company Audit Firms of the

                                       29
<PAGE>

        AICPA, we determined that certain of the adjustments in those filings
        relating to the treatment of lease accounting and leasehold depreciation
        applied to us, and that it was appropriate to adjust our prior financial
        statements. As a result, on February 16, 2005, we concluded that our
        previously-filed financial statements through 2004 should be restated.
        The Restatement is further discussed in the section entitled
        "Restatement of Previously Issued Financial Statements" in Management's
        Discussion and Analysis of Financial Condition and Results of Operations
        included in Item 7 of this Form 10-K/A and in Note 2, "Restatement of
        Previously Issued Financial Statements" under Notes to Consolidated
        Financial Statements included in Item 8, "Financial Statements" of this
        Form 10-K/A. In connection with the Restatement under the supervision
        and with the participation of our management, including our Chief
        Executive Officer and our Chief Financial Officer, the Company
        implemented additional procedures in its lease accounting to make
        certain that the provisions of FAS 13, "Accounting for Leases", FAS 98,
        "Accounting for Leases", and FASB Interpretation No. 24, "Leases
        Involving Only Part of a Building" can be appropriately applied for each
        new restaurant property. Accordingly, we re-evaluated the effectiveness
        of the design and operation of our disclosure controls and procedures
        and determined that such controls and procedures are effective. There
        was no change in the Company's internal control over financial reporting
        during the Company's most recently completed fiscal quarter that has
        materially affected, or is reasonably likely to materially affect, the
        Company's internal control over financial reporting.

                                       30
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

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

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

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

As discussed in Notes 2 and 11, the accompanying consolidated financial
statements have been restated.



Deloitte & Touche LLP
Certified Public Accountants

Miami, Florida
June 11, 2004, March 15, 2005 as to the restatement described in Note 2,
November 24, 2004 as to the restatement described in Note 11.

                                       31
<PAGE>

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No.'s
333-33880, 333-63783 and 333-13973 of Benihana Inc. on Forms S-8 of our report
dated June 11, 2004, March 15, 2005 as to the restatement described in Note 2,
November 24, 2004 as to the restatement described in Note 11, appearing in this
Annual Report on Form 10-K/A of Benihana Inc. for the year ended March 28, 2004.


Deloitte & Touche LLP

Miami, Florida
March 15, 2005

                                       32
<PAGE>

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No.'s
333-83585 and 333-13977 of Benihana Inc. on Forms S-3 of our report dated June
11, 2004, March 15, 2005 as to the restatement described in Note 2, November 24,
2004 as to the restatement described in Note 11, appearing in this Annual Report
on Form 10-K/A of Benihana Inc. for the year ended March 28, 2004 and to the
reference to us under the heading "Experts" in such Registration Statements.


Deloitte & Touche LLP

Miami, Florida
March 15, 2005

                                       33
<PAGE>

                                                                    EXHIBIT 31.1

                                 CERTIFICATION


        I, JOEL A. SCHWARTZ, certify that:

        1.      I have reviewed this Annual Report on Form 10-K of BENIHANA
INC.;

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

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

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

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

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

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

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

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

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

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

March 15, 2005

                                       34
<PAGE>

                                                                    EXHIBIT 31.2

                                  CERTIFICATION


        I, MICHAEL R. BURRIS, certify that:

        1.      I have reviewed this Annual Report on Form 10-K of BENIHANA
INC.;

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

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

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

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

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

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

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

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

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


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

March 15, 2005

                                       35
<PAGE>

                                                                    EXHIBIT 32.1


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


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

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

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


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

March 15, 2005

                                       36
<PAGE>

                                                                    EXHIBIT 32.2


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


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

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

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


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

March 15, 2005

                                       37
<PAGE>

                                   SIGNATURES


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

Date:    March 15, 2005             BENIHANA INC.

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

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

SIGNATURE                        TITLE                            DATE

   /s/ Joel A. Schwartz          President and                    March 15, 2005
----------------------------     Director (Principal
    Joel A. Schwartz             Executive Officer)

   /S/ Taka Yoshimoto            Executive Vice President -       March 15, 2005
----------------------------     Restaurant Operations
    Taka Yoshimoto                  and Director

   /s/ Michael R. Burris         Senior Vice President of         March 15, 2005
----------------------------     Finance and Treasurer -
    Michael R. Burris            Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)

   /s/ Kevin Y. Aoki             Vice President -                 March 15, 2005
----------------------------     Marketing and Director
    Kevin Y. Aoki

   /s/ Juan C. Garcia            Vice President - Controller      March 15, 2005
----------------------------
    Juan C. Garcia

   /s/ Darwin C. Dornbush        Secretary and Director           March 15, 2005
----------------------------
    Darwin C. Dornbush

   /s/ John E. Abdo              Director                         March 15, 2005
----------------------------
    John E. Abdo

   /s/ Norman Becker              Director                        March 15, 2005
----------------------------
    Norman Becker

   /s/ Max Pine                   Director                        March 15, 2005
----------------------------
    Max Pine

   /s/ Robert B. Sturges          Director                        March 15, 2005
----------------------------
    Robert B. Sturges

   /s/ Lewis Jaffe                Director                        March 15, 2005
----------------------------
    Lewis Jaffe

                                       38
<PAGE>