




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                      For the Quarter Ended January 6, 2002

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


                                    None
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


           Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---
           Indicate by number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


  Common Stock $.10 par value, 3,281,202 shares outstanding at February 6, 2002


  Class A Common Stock $.10 par value, 4,093,146 shares outstanding at
                          February 6, 2002




<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
TEN PERIODS ENDED JANUARY 6, 2002





TABLE OF CONTENTS
------------------                                                      PAGE

PART I -   Financial Information

                Condensed Consolidated Balance Sheets (unaudited)
                   at January 6, 2002 and April 1, 2001                  1

                Condensed Consolidated Statements of Earnings
                   (unaudited) for the Three and Ten Periods Ended
                   January 6, 2002 and December 31, 2000                 2 - 3

                Condensed Consolidated Statement of Stockholders'
                   Equity (unaudited) for the Ten Periods Ended
                   January 6, 2002                                       4

                Condensed Consolidated Statements of Cash Flows
                   (unaudited) for the Ten Periods Ended
                   January 6, 2002 and December 31, 2000                 5

                Notes to Condensed Consolidated Financial Statements
                   (unaudited)                                           6 - 9

                Management's Discussion and Analysis of
                   Financial Condition and Results of
                   Operations                                            10 - 15


PART II -  Other Information                                             16 - 17




<PAGE>


BENIHANA INC. AND SUBSIDIARIES

PART I - Financial Information

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 (In thousands, except share and per share information)

                                                            January 6,  April 1,
                                                               2002       2001
--------------------------------------------------------------------------------
Assets
Current assets:
    Cash and equivalents                                      $ 3,216   $   935
    Receivables                                                 1,674       734
    Inventories                                                 4,160     4,149
    Prepaid expenses                                            2,615     1,122
--------------------------------------------------------------------------------
Total Current Assets                                           11,665     6,940

Property and equipment, net                                    61,018    54,104
Deferred income taxes, net                                      2,683     2,973
Goodwill, net                                                  16,478    16,478
Other assets                                                    5,290     5,434
--------------------------------------------------------------------------------

                                                              $97,134   $85,929
--------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable and accrued expenses                     $19,915   $16,332
    Current maturity of bank debt                               2,750     2,000
    Current maturities of other long-term debt                              145
    Current maturities of obligations
           under capital leases                                   640       702
--------------------------------------------------------------------------------
Total Current Liabilities                                      23,305    19,179

Long-term debt - bank                                           3,750    12,500
Obligations under capital leases                                  893     1,371
Minority Interest                                                 201       194
Commitments and Contingencies

Stockholders' Equity:
    Series A redeemable convertible
        preferred stock - $1.00 par value;
        authorized - 5,000,000 shares, issued
        and outstanding 0 and 700 shares, respectively                        1
    Common stock - $.10 par value;
        convertible into Class A Common, authorized -
        12,000,000 shares, issued and outstanding -
        3,290,379 and 3,579,116 shares, respectively              329       358
    Class A common stock - $.10 par value;
        authorized - 20,000,000 shares, issued and outstanding
        4,040,880 and 2,589,713 shares, respectively              404       259
    Additional paid-in capital                                 25,869    14,847
    Retained earnings                                          42,499    37,336
    Treasury stock - 9,177 shares of Common stock at cost        (116)     (116)
--------------------------------------------------------------------------------
Total Stockholders' Equity                                     68,985    52,685
--------------------------------------------------------------------------------

                                                              $97,134   $85,929
--------------------------------------------------------------------------------

See notes to condensed consolidated financial statements


<PAGE>



BENIHANA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

 (In thousands, except per share information)

                                                        Three Periods Ended
                                                     ---------------------------
                                                      January 6,    December 31,
                                                         2002          2000
--------------------------------------------------------------------------------
Revenues
Restaurant sales                                       $39,867         $36,866
Franchise fees and royalties                               315             395
--------------------------------------------------------------------------------
Total Revenues                                          40,182          37,261
--------------------------------------------------------------------------------


Costs and Expenses
Cost of food and beverage sales                          9,613           9,574
Restaurant operating expenses                           23,365          20,485
Restaurant opening costs                                    49             254
Marketing, general and administrative expenses           3,262           3,376
--------------------------------------------------------------------------------
Total Operating Expenses                                36,289          33,689
--------------------------------------------------------------------------------

Income from operations                                   3,893           3,572
Interest expense, net                                      268             132
Minority interest                                           47              47

--------------------------------------------------------------------------------
Income from operations before income taxes               3,578           3,393
Income tax provision                                     1,239           1,204
--------------------------------------------------------------------------------

Net Income                                             $ 2,339         $ 2,189
--------------------------------------------------------------------------------

Earnings Per Share
Basic earnings per common share                        $   .35         $   .35
Diluted earnings per common share                      $   .34         $   .34
--------------------------------------------------------------------------------

Number of restaurants at end of period                      60              56

See notes to condensed consolidated financial statements




<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

 (In thousands, except per share information)

                                                           Ten Periods Ended
                                                      --------------------------
                                                      January 6,    December 31,
                                                         2002           2000
--------------------------------------------------------------------------------
Revenues
Restaurant sales                                       $127,542       $120,017
Franchise fees and royalties                              1,061          1,010
--------------------------------------------------------------------------------
Total Revenues                                          128,603        121,027
--------------------------------------------------------------------------------


Costs and Expenses
Cost of food and beverage sales                          32,399         32,529
Restaurant operating expenses                            75,488         66,327
Restaurant opening costs                                  1,090          1,178
Marketing, general and administrative expenses           10,817         10,586
Impairment charge                                           438
--------------------------------------------------------------------------------
Total Operating Expenses                                120,232        110,620
--------------------------------------------------------------------------------

Income from operations                                    8,371         10,407
Interest expense, net                                       857            961
Minority interest                                             7             99

--------------------------------------------------------------------------------
Income from operations before income taxes                7,507          9,347
Income tax provision                                      2,339          3,134
--------------------------------------------------------------------------------

Net Income                                             $  5,168       $  6,213
--------------------------------------------------------------------------------

Earnings Per Share
Basic earnings per common share                        $    .81       $   1.00
Diluted earnings per common share                      $    .78       $    .94
--------------------------------------------------------------------------------

Number of restaurants at end of period                       60             56

See notes to condensed consolidated financial statements


<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)

(In thousands, except share information)

<TABLE>
<CAPTION>
<S>                                    <C>            <C>          <C>          <C>            <C>         <C>          <C>

                                       Series A
                                      Redeemable
                                      Convertible                  Class A      Additional                               Total
                                       Preferred      Common       Common        Paid-in       Retained    Treasury    Stockholders'
                                         Stock         Stock        Stock        Capital       Earnings     Stock        Equity
------------------------------------------------------------------------------------------------------------------------------------

Balance, April 1, 2001                     $1          $358         $259        $14,847        $37,336      ($116)       $52,685

Net income                                                                                       5,168                     5,168

Dividend on preferred stock                                                                         (5)                       (5)

Issuance of 1,000 shares                                                              3                                        3
   of common stock
   under exercise of options

Issuance of 51,167 shares                                              5            501                                      506
   of class A common stock
   under exercise of options

Conversion of 700 shares                   (1)                        11            (10)
    of preferred stock into
    105,263 shares of class
    A common stock

Conversion of 294,737                                   (29)          29
   shares of common stock
   into 294,737 shares of class
   A common stock

 Issuance of 1,000,000 shares                                        100          10,528                                  10,628
   of class A common stock,
   net of offering costs

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

Balance, January 6, 2002                    $0         $329         $404         $25,869       $42,499       ($116)      $68,985
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to condensed consolidated financial statements



<PAGE>


BENIHANA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 (In thousands)
                                                           Ten Periods Ended
                                                        ------------------------
                                                        January 6,  December 31,
                                                          2002         2000
--------------------------------------------------------------------------------
Operating Activities:
Net income                                                     $5,168    $6,213
Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                               4,352     3,903
    Minority interest                                               7        99
    Deferred income taxes                                         290       290
    Loss on disposal of assets                                    180        63
    Loss on write-down of impaired assets                         438
    Change in operating assets and liabilities that
           provided (used) cash:
                Receivables                                      (940)     (260)
                Inventories                                       (11)     (783)
                Prepaid expenses                               (1,493)     (990)
                Other assets                                     (223)     (491)
Accounts payable and accrued expenses                           3,583     1,655
--------------------------------------------------------------------------------
Net cash provided by operating activities                      11,351     9,699
--------------------------------------------------------------------------------
Investing activities:
Expenditures for property and equipment                       (11,517)   (9,875)
--------------------------------------------------------------------------------
Net cash used in investing activities                         (11,517)   (9,875)
--------------------------------------------------------------------------------
Financing Activities:
Borrowings under revolving credit facility                     15,000     5,500
Proceeds from issuance of common stock
    under exercise of stock options                               509        88
Proceeds from issuance of common stock, net of offering costs  10,628
Repayment of long-term debt and obligations
    under capital leases                                      (23,685)   (4,925)
Dividend paid on preferred stock                                   (5)      (32)
--------------------------------------------------------------------------------
Net cash provided by financing activities                       2,447       631
--------------------------------------------------------------------------------
Net increase in cash and cash equivalents                       2,281       455

Cash and cash equivalents, beginning of year                      935     1,165
--------------------------------------------------------------------------------

Cash and cash equivalents, end of period                       $3,216    $1,620
--------------------------------------------------------------------------------
Supplemental Cash Flow Information:
Cash paid during the ten periods:
    Interest                                                   $  905    $1,060
    Income taxes                                                2,510     4,977
--------------------------------------------------------------------------------

See notes to condensed consolidated financial statements.

On May 15, 2001, 700 shares of preferred stock were converted into 105,263
shares of Class A common stock.

On June 1, 2001, 294,737 shares of common stock were converted into 294,737
shares of Class A common stock.

<PAGE>


BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TEN PERIODS ENDED JANUARY 6, 2002 AND DECEMBER 31, 2000
(UNAUDITED)


1.  GENERAL

    The accompanying condensed consolidated financial statements are unaudited
    and reflect all adjustments (consisting only of normal recurring adjustments
    at January 6, 2002 and December 31, 2000) which are, in the opinion of
    management, necessary for a fair presentation of financial position and
    results of operations. The results of operations for the ten periods (forty
    weeks) ended January 6, 2002 and December 31, 2000 are not necessarily
    indicative of the results to be expected for the full year. Certain
    information and footnotes normally included in financial statements prepared
    in accordance with accounting principles generally accepted in the United
    States of America have been condensed or omitted. These interim financial
    statements should be read in conjunction with the consolidated financial
    statements and accompanying notes thereto for the year ended April 1, 2001
    appearing in the Company's Form 10-K filed with the Securities and Exchange
    Commission. The Company's fiscal year is a 52/53-week year.


2.  RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board (the "FASB") issued
    SFAS No. 133, "Accounting for Derivative Instruments and Hedging
    Activities". SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138,
    requires that all derivative instruments be recorded on the balance sheet at
    their fair value. Changes in the fair value of derivatives will be recorded
    each period in current earnings or other comprehensive income, depending on
    whether a derivative is designated as part of a hedge transaction and, if it
    is, the type of hedge transaction. The adoption of this statement in the
    first quarter of fiscal 2002 did not have a material effect on the Company's
    financial statements.

    In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and
    SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires
    business combinations initiated after June 30, 2001 to be accounted for
    using the purchase method of accounting, and broadens the criteria for
    recording intangible assets separate from goodwill. Recorded goodwill and
    intangibles will be evaluated against these new criteria and may result in
    certain intangibles being included into goodwill, or alternatively, amounts
    initially recorded as goodwill may be separately identified and recognized
    apart from goodwill. SFAS No. 142 requires the use of a nonamortization
    approach to account for purchased goodwill and certain intangibles. Under a
    nonamortization approach, goodwill and certain intangibles will not be
    amortized into results of operations, but instead will be periodically
    reviewed for impairment and written down and charged to results of
    operations only in the periods in which, and to the extent, the recorded
    value of goodwill and certain intangibles is determined to be more than
    their fair value.

    The Company adopted the provisions of SFAS No. 142 effective the beginning
    of the first quarter of fiscal 2002. These standards only permit prospective
    application of the new accounting; accordingly adoption of these standards
    will not affect previously reported financial information. The principal
    effect of implementing SFAS No. 142 was the cessation of the amortization of
    goodwill in the current three and ten periods; however, impairment reviews
    may result in future write-downs. Goodwill amortization in the previous
    comparable three and ten periods amounted to $207,000 or $.03 per diluted
    share and $690,000 or $.10 per diluted share, respectively.




<PAGE>


BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TEN PERIODS ENDED JANUARY 6, 2002 AND DECEMBER 31, 2000
(UNAUDITED)


    Had the Company been accounting for its goodwill under SFAS No. 142 for all
    periods presented, the Company's net income and net income per share would
    have been as follows:

    (In thousands except for earnings per share amounts)
<TABLE>
<CAPTION>
<S>                                      <C>           <C>                      <C>           <C>        <C>

                                            Three Periods Ended                     Ten Periods Ended
                                         --------------------------             --------------------------
                                         January 6,    December 31,             January 6,    December 31,
                                           2002           2000                     2002          2000
                                         ----------    ------------             ----------    ------------
Reported net income                        $2,339        $2,189                   $5,168         $6,213
Add back:  Goodwill amortization                            207                                     690
                                           ------        ------                   ------         ------
Adjusted net income                        $2,339        $2,396                   $5,168         $6,903
                                           ======        ======                   ======         ======

Basic earnings per share:
    Reported net income                    $  .35        $  .35                   $  .81         $ 1.00
    Goodwill amortization                                   .03                                     .10
                                           ------        ------                   ------         ------
    Adjusted net income                    $  .35        $  .38                   $  .81         $ 1.10
                                           ======        ======                   ======         ======

Diluted earnings per share:
    Reported net income                    $  .34        $  .34                   $  .78         $  .94
    Goodwill amortization                                   .03                                     .10
                                           ------        ------                   ------         ------
    Adjusted net income                    $  .34        $  .37                   $  .78         $ 1.04
                                           ======        ======                   ======         ======
</TABLE>

    In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
    or Disposal of Long-Lived Assets", which supersedes, but does not replace,
    SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be
    Disposed Of", as well as other earlier related pronouncements, either in
    whole or in part. SFAS No. 144 is effective for financial statements issued
    for fiscal years beginning after December 15, 2001 and interim periods
    within those fiscal years. Earlier application is encouraged and the
    adoption of these statements is not expected to have a significant effect on
    the Company's financial position, results of operations or cash flows.

3.  RECLASSIFICATIONS

    Certain prior year amounts have been reclassified to conform to the current
fiscal year presentation.


4.  INVENTORIES

    Inventories consist of (in thousands):

                                          January 6,               April 1,
                                            2002                     2001
                                          ----------               --------

    Food and beverage                       $1,384                  $1,634
    Supplies                                 2,776                   2,515
                                            ------                  ------

                                            $4,160                  $4,149
                                            ======                  ======



<PAGE>


BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TEN PERIODS ENDED JANUARY 6, 2002 AND DECEMBER 31, 2000
(UNAUDITED)


5.  EARNINGS PER SHARE

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

    The following data shows the amounts (in thousands) used in computing
    earnings per share and the effect on income and the weighted average number
    of shares of dilutive potential common stock.


                                                       Ten Periods Ended
                                                  -----------------------------
                                                  January 6,       December 31,
                                                    2002              2000
                                                  ----------       ------------

      Net income                                    $5,168            $6,213
      Less preferred dividends                          (5)              (32)
                                                    -------           -------
      Income for computation of basic
          earnings per common share                  5,163             6,181
      Plus preferred dividends                           5                32
                                                    ------            ------

      Income for computation of diluted
          earnings per common share                 $5,168            $6,213
                                                    ======            ======


                                                      Ten Periods Ended
                                                   ----------------------------
                                                   January 6,      December 31,
                                                     2002             2000
                                                   ----------      ------------
      Weighted average number of
           common shares used in basic
           earnings per share                        6,370            6,166
      Effect of dilutive securities:
           Stock options                               280              358
           Convertible preferred stock                  16              105
                                                     -----            -----
      Weighted average number of
           common shares and dilutive
           potential common stock used
           in diluted earnings per share             6,666            6,629
                                                     =====            =====



<PAGE>


BENIHANA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TEN PERIODS ENDED JANUARY 6, 2002 AND DECEMBER 31, 2000
(UNAUDITED)


6.  RESTAURANT OPERATING EXPENSES

    Restaurant operating expenses consist of the following (in thousands):

<TABLE>
<CAPTION>
<S>                                      <C>           <C>                      <C>           <C>        <C>

                                            Three Periods Ended                     Ten Periods Ended
                                         --------------------------             --------------------------
                                         January 6,    December 31,             January 6,    December 31,
                                           2002           2000                    2002           2000
                                         ----------    ------------             ----------    ------------

Labor and related costs                    $14,740        $13,193                 $47,346       $41,764
Restaurant supplies                            694            633                   2,505         2,222
Credit card discounts                          685            589                   2,177         1,960
Utilities                                      801            752                   3,004         2,697
Occupancy costs                              2,332          1,977                   7,384         6,347
Depreciation and amortization                1,436            974                   4,120         3,032
Other operating expenses                     2,677          2,367                   8,952         8,305
                                           -------        -------                 -------       -------
Total restaurant operating expenses        $23,365        $20,485                 $75,488       $66,327
                                           =======        =======                 =======       =======

</TABLE>


<PAGE>


BENIHANA INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

Our revenues consist of sales of food and beverages at our restaurants and
licensing fees from franchised restaurants. Cost of restaurant food and
beverages sold represents the direct cost of the ingredients for the prepared
food and beverages sold. Restaurant operating expenses consist of direct and
indirect labor, occupancy costs, advertising and other costs that are directly
attributed to each restaurant location. Restaurant opening costs include rent
paid during the development period, as well as labor, training and certain other
pre-opening charges which are expensed as incurred.

Restaurant revenues and expenses are dependent upon a number of factors
including the number of restaurants in operation, restaurant patronage and the
average check amount. Expenses are additionally dependent upon commodity costs,
average wage rates, marketing costs and the costs of interest and administering
restaurant operations.

Despite the early adverse impact of the tragic events of September 11th, we
achieved higher revenues and net income for the three periods ended January 6,
2002, as compared to the corresponding period a year ago. For the current three
periods, revenues increased 7.8% and net income increased 6.9% as compared to
the corresponding three periods a year ago.

For the ten periods ended January 6, 2002, revenues increased 6.3% and net
income decreased 16.8% as compared to the corresponding ten periods a year ago.
The increase in restaurant operating expenses attributable to higher labor
costs and increased depreciation and amortization costs negatively impacted net
income and diluted earning per share in the current ten periods when compared
to the previous comparable period.

However, positively affecting earnings in the current three and ten periods
compared to the comparable periods of the prior year was the adoption of the
provisions of SFAS 142, relating to the elimination of amortization of goodwill.
In the corresponding three and ten periods of the prior year, goodwill charges
amounted to $207,000 or $.03 per diluted share and $690,000 or $.10 per diluted
share, respectively, compared to no such amortization in the current three and
ten periods as a result of the adoption of the new accounting standard.

REVENUES

Three and ten periods ended January 6, 2002 compared to December 31, 2000 -- The
amounts of sales and the changes in amount and percentage change in amount of
revenues from the previous fiscal year are shown in the following tables.
<TABLE>
<CAPTION>
<S>                                      <C>           <C>                      <C>           <C>        <C>

                                           Three Periods Ended                     Ten Periods Ended
                                         --------------------------             --------------------------
                                         January 6,    December 31,             January 6,    December 31,
                                           2002           2000                    2002           2000
                                         ----------    ------------             ----------    ------------

Net restaurant sales                       $39,867        $36,866                $127,542       $120,017
Franchise fees and royalties                   315            395                   1,061          1,010
                                           -------        -------                --------       --------
Total Revenues                             $40,182        $37,261                $128,603       $121,027
                                           =======        =======                ========       ========

                                            Three Periods Ended                   Ten Periods Ended
                                          --------------------------            --------------------------
                                          January 6,    December 31,            January 6,    December 31,
                                            2002           2000                   2002           2000
                                          ----------    ------------            ----------    ------------          -

Amount of change in total
     revenues from previous year            $ 2,921        $ 5,072               $  7,576       $ 19,224
Percentage of change from the
     previous year                              7.8%          15.8%                   6.3%          18.9%
</TABLE>

<PAGE>



BENIHANA INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


Restaurant revenues increased in the three and ten periods ended January 6, 2002
as compared to the equivalent periods ended December 31, 2000. Revenues
increased for the current three and ten periods primarily due to the three new
Haru restaurants operating in New York City and to two new Benihana restaurants
operating in Wheeling, Illinois and Santa Monica, California. The increase was
partially offset by the closing of the Marina del Rey restaurant due to the
expiration of the lease in the current ten periods. Comparable restaurant sales
increased 2.1% in the current three periods and 1.9% in the current ten periods
when compared to the equivalent periods of the prior year. Sales for restaurants
newly opened in the current periods totaled $2,985,000 for the current three
periods and $5,380,000 for the current ten periods.

COSTS AND EXPENSES

Three and ten periods ended January 6, 2002 compared to December 31, 2000 --
Costs of food and beverage sales, which are generally variable with sales,
directly increased with changes in revenues for the three and ten periods ended
January 6, 2002 as compared to the equivalent periods ended December 31, 2000.
The following table reflects the proportion that the various elements of costs
and expenses bore to sales and the changes in amounts and percentage changes in
amounts from the previous year's three and ten periods.
<TABLE>
<CAPTION>
<S>                                      <C>           <C>                      <C>           <C>        <C>

                                            Three Periods Ended                     Ten Periods Ended
                                         --------------------------             --------------------------
                                         January 6,    December 31,             January 6,    December 31,
                                           2002           2000                    2002           2000
                                         ----------    ------------             ----------    ------------

COST AS A PERCENTAGE OF
RESTAURANT SALES:
Cost of food and beverage sales            24.1%           26.0%                  25.4%           27.1%
Restaurant operating expenses              58.6%           55.6%                  59.2%           55.3%
Restaurant opening costs                     .1%             .7%                    .9%            1.0%
Marketing, general and
     administrative expenses                8.2%            9.2%                   8.5%            8.8%

AMOUNT OF CHANGE FROM
PREVIOUS COMPARABLE PERIOD
(IN THOUSANDS):
Cost of food and beverage sales            $   39          $1,043                $ (130)          $ 5,317
Restaurant operating expenses              $2,880          $3,388                $9,161           $10,855
Restaurant opening costs                   $ (205)         $  139                $  (88)          $   993
Marketing, general and
     administrative expenses               $ (114)         $  700                $  231           $ 1,881

PERCENTAGE CHANGE FROM
PREVIOUS COMPARABLE PERIOD:
Cost of food and beverage sales               .4%           12.2%                  (.4%)            19.5%
Restaurant operating expenses               14.1%           19.8%                 13.8%             19.6%
Restaurant opening costs                   (80.7%)         120.9%                 (7.5%)           536.8%
Marketing, general and
     administrative expenses                (3.4%)          26.2%                  2.2%             21.6%
</TABLE>


<PAGE>


BENIHANA INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


The cost of food and beverage sales increased in total dollar amount in the
current three periods and decreased in the current ten periods compared to
equivalent periods in the prior year. The cost of food and beverage decreased
when expressed as a percentage of sales in the current three and ten periods
compared to equivalent periods in the prior year. The decrease in the percentage
of cost of food and beverage to sales resulted from lower commodities costs,
principally shrimp costs, in the current three and ten periods compared to the
prior year equivalent periods.

Restaurant operating expenses increased in dollar amount and when expressed as a
percentage of sales in the current three and ten periods. The increase was
attributable to higher labor costs and higher depreciation and amortization
costs. The increased labor costs were due to higher labor costs during the
start-up period of the three Haru restaurants and two new Benihana restaurants
which were opened during the ten periods. Also, we maintained full restaurant
staffs following the tragic events of September 11th, which had a negative
effect on restaurant operating expenses as a percentage of sales. Additionally,
higher depreciation and amortization expenses relating to the aforementioned
five new restaurants negatively impacted restaurant operating expenses when
expressed as a percentage of sales.

Restaurant opening costs decreased in the current three and ten periods ended
from the prior year equivalent periods ended. The decrease was attributable to
pre-opening expenses in the prior year relating to three Haru restaurants and
two Benihana restaurants which opened during the current ten periods.

Marketing, general and administrative costs decreased in total dollar amount in
the current three periods and increased in the current ten periods when compared
to the equivalent periods of the prior year. The increase during the ten periods
was largely attributable to increased legal fees that relate to the cost to
defend an action described in our Annual Report on Form 10-K/A-2 for the 2001
fiscal year. The increase was offset in part by a decrease in amortization
expense resulting from the cessation of the amortization of goodwill as a result
of SFAS 142.

Interest expense increased in the current three and decreased in the current ten
periods when compared to the comparable periods of the prior year. The increase
in the current three periods is attributable to construction interest costs
capitalized in the prior year three periods. The decrease in the current ten
periods was attributable to a significant decrease in the interest rates on our
borrowings under our credit facility as well as a decrease in the outstanding
borrowings in the current ten periods compared to the previous comparable
periods.

We recorded in the current ten periods an impairment charge of $438,000 for the
write-down to fair value of property and equipment at a Sushi Doraku by Benihana
restaurant in Ft. Lauderdale, Florida because its future projected cash flows
are not sufficient to support the previous carrying value of these assets. We
are evaluating strategic alternatives related to this restaurant, including the
sale of this restaurant.

Our effective income tax rate decreased in the ten periods to 31.2% from 33.5%
in the prior year's ten periods. The decrease was due to a decrease in net
income in the current ten periods coupled with a stable net federal tax credit
for FICA taxes paid on reported tip income in both the current and prior year
ten periods.

OUR FINANCIAL RESOURCES

Prior to our decision to accelerate the development of new restaurants, cash
flow from operations was traditionally the primary source to fund our capital
expenditures. During the ten periods ended January 6, 2002, we have accelerated
our building program, and, as a result, we are relying more upon financing
obtained from our principal bank lenders.



<PAGE>


BENIHANA INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


We have borrowings from First Union National Bank under a term-loan. We had
$6,500,000 outstanding at January 6, 2002 under the term-loan which is payable
in quarterly installments of $500,000 through the end of fiscal year 2002 and
$750,000 quarterly from then until the term-loan matures in March 2004. We also
have available a line of credit which allows us to borrow up to $15,000,000
through March 31, 2004. As of January 6, 2002, the full amount of the revolving
line of credit was available. The interest rate of both the line of credit and
the term-loan is 1.5% more than the London interbank offer rate. We have the
option to pay interest at First Union's prime rate plus 1%. The interest rate
may vary depending upon the ratio of the sum of earnings before interest, taxes,
depreciation and amortization to our indebtedness. The loan agreements limit our
capital expenditures to certain amounts, require that we maintain certain
financial ratios and profitability amounts and prohibit the payment of
dividends.

To finance our new restaurant development, we entered into a master lease
agreement with First Union National Bank and two other banks in 1999. The master
lease agreement enables construction up to a total of $25,000,000 in new
restaurant construction primarily in fee property acquisitions and may include
the cost of land. Funding under the master lease agreement is made through a
grantor trust as construction progresses and when the restaurant is completed,
the grantor trust leases the restaurant property to us. These leases are treated
as operating leases. At January 6, 2002, there was $16,200,000 available for new
restaurant development. The initial term of the lease agreement is five years
and expires in fiscal 2005. The lease arrangement may be extended with the
consent of all parties to the lease and if the agreement is not extended, we
have the right to purchase the property or pay 90% of any possible decline in
the fair market value of the property to the grantor trust. The lease
arrangement has certain covenants similar to those of our term-loan and line of
credit agreements.

During the current three periods the Company completed an underwritten public
offering of 1,000,000 shares of Class A Common Stock. The net proceeds amounted
to $10,628,000.

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

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

                                                        Ten Periods Ended
                                                   ----------------------------
                                                   January 6,      December 31,
                                                     2002             2000
                                                   ----------      ------------

Cash provided by operations                         $11,351           $9,699
Cash used in investing activities                   (11,517)          (9,875)
Cash provided by financing activities                 2,447              631
                                                    --------          -------
Increase in cash and cash equivalents               $ 2,281           $  455
                                                    ========          =======

Operating Activities

Cash provided by operations increased during the ten periods ended January 6,
2002 compared to equivalent periods in the previous year. The increase resulted
mainly from an increase in accounts payable and accrued expenses of $2,004,000
offset by a decrease in net income of $1,045,000 in the current ten periods when
compared to the previous comparable period.


<PAGE>


BENIHANA INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


Investing Activities

Expenditures for property and equipment increased during the ten periods ended
January 6, 2002 by $1,642,000 over the prior comparable period to $11,517,000.
The major part of that amount was expended for the construction of the three new
Haru restaurants in New York City and new Benihana restaurants in Santa Monica,
California and Wheeling, Illinois.

Financing Activities

During the current three periods we completed a public offering of 1,000,000
shares of our Class A Common Stock through Ladenburg Thalmann & Co., Inc. and
Ryan, Beck & Co., co-managing co-lead underwriters resulting in net proceeds to
the Company of $10,628,000. Our total indebtedness decreased by $8,685,000
during the ten periods ended January 6, 2002 as compared to the end of fiscal
2001. We paid down $6,500,000 of the revolving line of credit, paid down
$1,500,000 of the term-loan, repaid $540,000 of leases that are considered to be
capital in nature and repaid $145,000 of other indebtedness. All of the net
proceeds of the public offering were used to pay down outstanding debt.

Forward-Looking Statements

This quarterly report contains various "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements 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, harsh weather conditions in areas in which we and
our franchisees operate restaurants or plan to build new restaurants, acceptance
of our concepts in new locations, changes in governmental laws and regulations
affecting labor rates, employee benefits, and franchising, ability to complete
new restaurant construction and obtain governmental permits on a reasonably
timely basis and other factors that we cannot presently foresee.

The Impact of Inflation

Inflation has not been a significant factor in our business for the past several
years. We have been able to keep increasing menu prices at a low level by
strictly maintaining cost controls. A possible increase to the minimum wage is
being considered by United States Congress; any such increase will affect us, as
well as most other restaurant businesses. We do not know if or when the increase
will take effect nor have we evaluated whether the increase would be material if
enacted into law.

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 had a derivative agreement in the notional amount of $3,041,000 at January 6,
2002 against floating rate indebtedness of $6,500.000. The fair value of the
derivative agreement, which expires on May 1, 2002, was not material to the
financial statements as of January 6, 2002 and April 1, 2001.


<PAGE>


BENIHANA INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


We purchase commodities such as chicken, beef, lobster 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 patrons 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 of each year, New
Year's in the third quarter and Valentine's Day in the fourth quarter.



<PAGE>



BENIHANA INC. AND SUBSIDIARIES

PART II - Other Information


Item 1.         Legal Proceedings

Reference is hereby made to our Annual Report on Form 10-K for the fiscal year
ended April 1, 2001 and to our Quarterly Report on Form 10-Q for the quarter
ended July 22, 2001 for a description of certain legal proceedings.

Item 6.         Exhibits and Reports on Form 8-K

                (a)  Reports on Form 8-K - None




<PAGE>



                                   SIGNATURES



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

                                               Benihana Inc.
                                              ----------------------------------
                                               (Registrant)




Date      February 14, 2002                   /s/ Joel A. Schwartz
      --------------------------              ----------------------------------
                                               Joel A. Schwartz
                                               President




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




