SCHEDULE 14A
(Rule 14a - 101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)

Filed by registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                                  Benihana Inc.
-------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

                                  Benihana Inc.
-------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I) (1) and 0-11.

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:1

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

4) Proposed maximum aggregate value of transaction:

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

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount previously paid:

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

2) Form, schedule or registration statement No.:

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

3) Filing party:

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

4) Date filed:

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



           1         Set forth the amount on which the filing fee is
                     calculated and state how it was determined.


<PAGE>


                                  BENIHANA INC.



                  NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS




Time                           10:00 a.m. on Thursday, August 22, 2002

Place                          Doral Hotel and Country Club
                               4400 N.W. 87th Avenue
                               Miami, Florida 33178

Purpose              1.        (For the holders of our Common Stock)
                               To elect one member of our Board of Directors for
                               a three-year term.
                     2.        (For holders of our Class A Common Stock)
                               To elect one member of our Board of Directors for
                               a three-year term.
                     3.        (For all stockholders)
                               To ratify the appointment of Deloitte & Touche
                               LLP as our independent accountants.

Record Date          You can vote if you were a stockholder of record at the
                     close of business on June 28, 2002.

Annual Report        A copy of our Annual Report to Stockholders for the fiscal
                     year ended March 31, 2002 is enclosed.

You are cordially invited to attend the Annual Meeting. Whether or not you plan
to be present, kindly complete, date and sign the enclosed forms of proxy with
respect to all shares of Common Stock and Class A Common Stock which you may own
and mail them promptly in the enclosed return envelope to assure that your
shares of Common Stock and Class A Common Stock are represented. This may save
the expense of further proxy solicitation. If you own shares of both the Common
Stock and Class A Common Stock, you will receive two proxies, each of which must
be dated, signed and returned as described above. If you do attend the Annual
Meeting, you may revoke your prior proxy and vote your shares in person if you
wish.

Dated:  July 15, 2002
                                             By Order of the Board of Directors




                                             Darwin C. Dornbush
                                             Secretary


<PAGE>


                                  BENIHANA INC.
                           8685 Northwest 53rd Terrace
                              Miami, Florida 33166


                                 PROXY STATEMENT


                                    CONTENTS
                                    --------                               Page
                                                                           ----

ANNUAL MEETING INFORMATION                                                   1
           Who is entitled to vote?                                          1
           What am I voting on?                                              1
           How does the Board of Directors
                     recommend I vote on the proposals?                      1
           How do I vote?                                                    1
           What is a quorum?                                                 2
           What vote is required to approve each item?                       2
           Who will count the vote?                                          2
           What are the deadlines for shareholder
                     proposals for next year's Annual Meeting?               2
           Who pays the expenses of this Proxy Statement?                    2
           May brokers vote without instruction?                             3

SECURITY OWNERSHIP OF CERTAIN
           BENEFICIAL OWNERS AND MANAGEMENT                                  3
           Common Stock                                                      4
           Class A Common Stock                                              5
           Beneficial Ownership Reporting Compliance                         7

ELECTION OF DIRECTORS                                                        7
           Committees; Meetings of the Board of Directors                    10
           Audit Committee Report                                            11
           Compensation Committee Interlocks
                     and Insider Participation                               11
           Report on Executive Compensation by the
                     Compensation Committee and Stock Option Committee       11
           Directors' Compensation                                           13

EXECUTIVE COMPENSATION                                                       14
           Summary Compensation Table                                        14
           STOCK OPTIONS                                                     15
                     Options Granted in Fiscal 2002                          16
           Aggregate Option Exercise in Fiscal 2002
                     and Fiscal Year End Option Values                       16
           Deferred Compensation Plans                                       17
           Incentive Plans                                                   17
PERFORMANCE GRAPH                                                            18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                               19

RATIFICATION OF THE APPOINTMENT OF
           DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS                  19

ANNUAL REPORT                                                                20

FORM 10-K                                                                    20





<PAGE>


                           ANNUAL MEETING INFORMATION




           Your proxies are solicited by the Board of Directors of Benihana Inc.
for use at the Annual Meeting of Stockholders to be held at Doral Hotel &
Country Club, 4400 N.W. 87th Avenue, Miami, Florida, 33178 at 10:00 a.m. on
Thursday, August 22, 2002 and at any adjournment or adjournments thereof for the
purposes set forth in the attached Notice of Meeting. This Proxy Statement and
the forms of proxy are being mailed to stockholders on or about July 15, 2002.


Who is entitled to vote?

           Stockholders owning our Common Stock or Class A Stock on June 28,
2002, are entitled to vote at the Annual Meeting, or any postponement or
adjournment of the meeting. Each holder of Common Stock has one vote per share,
and each holder of Class A Stock has 1/10 of a vote per share, on all other
matters to be voted on, other than on the election of directors, on which the
two Classes vote separately. On June 28, 2002, there were 3,232,302 shares of
Common Stock and 4,352,317 shares of our Class A Stock outstanding.


What am I voting on?

           You will be asked to elect nominees to serve on the Board of
Directors and to ratify the appointment of our independent accountants for the
2003 fiscal year. The Board of Directors is not aware of any other matters to be
presented for action at the meeting. If any other matter requiring a vote of the
shareholders should arise, the proxies will vote in accordance with their best
judgment.


How does the Board of Directorsrecommend I vote on the proposals?

           The Board recommends a vote FOR each of the nominees and FOR the
appointment of Deloitte & Touche LLP as our independent certified public
accountants for the 2003 fiscal year.


How do I vote?

           Sign and date each proxy card you receive and return it in the
prepaid envelope. If you sign your proxy, but do not mark your choices, your
Proxies will vote for the persons nominated for election as directors and in
favor of ratifying the appointment of Deloitte & Touche LLP as independent
certified public accountants for the 2003 fiscal year. You can revoke your proxy
at any time before it is exercised. To do so, you must give written notice of
revocation to the Assistant Secretary, Benihana Inc. 8685 Northwest 53rd
Terrace, Miami, Florida 33166, submit another properly signed proxy with a more
recent date, or vote in person at the meeting.


<PAGE>



What is a quorum?

           A "quorum" is the presence at the meeting, in person or by proxy, of
the holders of the majority of the outstanding shares. There must be a quorum
for the meeting to be held. Abstentions are counted for purposes of determining
the presence or absence of a quorum and have the effect of a negative vote on
all matters other than election of directors. Shares held by brokers in street
name and for which the beneficial owners have withheld the discretion to vote
from brokers are called "broker non-votes." They are counted to determine if a
quorum is present, but are not considered a vote cast under Delaware law. Broker
non-votes will not affect the outcome of a vote on a particular matter.


What vote is required to approve each item?

           The director nominees will be elected by a plurality of the votes
cast at the meeting by the class of stock voting for such director nominee. All
other matters to be considered at the meeting require the affirmative vote of a
majority of the votes cast at the meeting to be approved.


Who will count the vote?

           Wachovia Bank NA, our Transfer Agent, will tabulate the votes cast by
proxy or in person at the Annual Meeting.


What are the deadlines for shareholder
proposals for next year's Annual Meeting?

           Shareholders may submit proposals on matters appropriate for
shareholder action at future annual meetings by following the rules of the
Securities and Exchange Commission. Proposals intended for inclusion in next
year's proxy statement and proxy card must be received by not later than March
15, 2003. In addition, our By-Laws provide that no proposal may be properly
raised at next year's Annual Meeting if we do not receive notice of the proposal
at least 60 days before next year's meeting or, if later, less than 10 days
before the date we publicly announce the date of the meeting or mail out the
Proxy Statement for the meeting. All proposals and notifications should be
addressed to the Assistant Secretary, Benihana Inc., 8685 Northwest 53rd
Terrace, Miami, Florida 33166.


Who pays the expenses of this Proxy Statement?

           We are paying all costs of soliciting proxies for the Annual Meeting,
including the costs of preparing, printing and mailing this Notice of Meeting
and Proxy Statement. Certain of our officers and regular employees may solicit
the return of proxies by telephone, mail or personal interview without
additional consideration. Brokerage houses will be requested to forward these
soliciting materials to beneficial owners and we will reimburse them for their
expenses.


<PAGE>



May brokers vote without instruction?

           Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the beneficial owners.
If specific instructions are not received, brokers may vote those shares in
their discretion, depending on the type of proposal involved. We believe that,
in accordance with New York Stock Exchange rules applicable to such voting by
brokers, brokers will have discretionary authority to vote with respect to any
shares as to which no instructions are received from beneficial owners with
respect to the election of directors and the ratification of the appointment of
Deloitte & Touche LLP as our independent accountants. Shares as to which brokers
have not exercised such discretionary authority or received instructions from
beneficial owners are considered "broker non-votes."




                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT


           The following is information relating to the beneficial ownership of
our Common Stock and Class A Common Stock by all persons we know who own
beneficially more than 5% of our Common Stock or Class A Common Stock
outstanding on June 28, 2002 and by all of our executive officers and directors.
Except as otherwise noted, the named person owns directly and exercises sole
voting power and investment discretion over the shares listed as beneficially
owned.


<PAGE>



                                  COMMON STOCK

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

Name (and address if applicable) of                       Position with                 Amount and Nature of              Percent
Beneficial Owners, Officers and Directors                 the Corporation               Beneficial Ownership(1)           of Class
-----------------------------------------                 ---------------               -----------------------           --------

Benihana of Tokyo, Inc.                                   Stockholder                           1,535,668 (2)               47.5%
8685 Northwest 53rd Terrace
Miami, Florida 33166

Trust U/W Vincent Terranova (3)                           Stockholder                             418,036                   12.9%
33 South Park Terrace
Congers, New York 10920

Carl J. Terranova (3)                                     Stockholder                             295,000                    9.1%
159 Chrystie Street
New York, NY 10002

FMR Corp. (3)                                             Stockholder                             348,000                   10.8%
82 Devonshire Street
Boston, MA 02109

Joel A. Schwartz                                          President and                            38,333 (4)                1.2%
                                                          Chief Executive
                                                          Officer/Director

Taka Yoshimoto                                            Executive Vice                            8,000                       *
                                                          President - Restaurant
                                                          Operations/Director

John E. Abdo                                              Director                                 20,000                       *

Norman Becker                                             Director                                  2,500                       *

Michael R. Burris                                         Senior Vice President -                  26,000                       *
                                                          Finance and Treasurer

Kevin Y. Aoki                                             Vice President -                             50 (2)                   *
                                                          Marketing/Director

Darwin C. Dornbush                                        Secretary/Director                       10,500 (2)                   *

All (9) directors and                                                                           1,641,051 (2)               49.9%
Officers as a group
</TABLE>


<PAGE>



                              CLASS A COMMON STOCK

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

Name (and address if applicable) of                           Position with               Amount and Nature of             Percent
Beneficial Owners, Officers and Directors                     the Corporation             Beneficial Ownership(6)          of Class
-----------------------------------------                     ---------------             -----------------------          --------

Kern Capital Management, LLC (3)                              Stockholder                         547,600                    12.6%
114 West 47th Street
New York, NY 10036

Special Situations Fund III L.P.(3)                           Stockholder                         436,100 (7)                10.0%
153 East 53rd Street
New York, NY 10022

Dalton Grierner Hartman Maher & Co., Inc. (3)                 Stockholder                         249,500                     5.7%
565 5th Avenue
New York, NY 10017

Trust U/W Vincent Terranova (3)                               Stockholder                         213,900                     4.9%
33 South Park Terrace
Congers, New York 10920

FMR Corp. (3)                                                 Stockholder                         289,300                     6.6%
82 Devonshire Street
Boston, MA 02109

Joel A. Schwartz                                              President and                       301,667                     6.5%
                                                              Chief Executive
                                                              Officer/Director

Taka Yoshimoto                                                Executive Vice                      251,667                     5.5%
                                                              President - Restaurant
                                                              Operations/Director

Kevin Y. Aoki                                                 Vice President -                    58,833                     1.3%
                                                              Marketing/Director

Michael R. Burris                                             Senior Vice President -            180,967 (8)                 4.0%
                                                              Finance and Treasurer

Juan C. Garcia                                                Vice President -                    96,667                     2.2%
                                                              Controller

John E. Abdo                                                  Director                            36,667                        *

Norman Becker                                                 Director                            38,833                        *

Darwin C. Dornbush                                            Secretary/Director                  27,667 (2)                    *

Max Pine                                                      Director                             8,333                        *

All (9) directors and                                                                          1,001,300                    18.8%
Officers as a group

* less than 1%
</TABLE>



<PAGE>



Notes
-----

(1)     Beneficial ownership in this table includes the following shares of
Common Stock which may be purchased by exercise of presently exercisable
options: Mr. Schwartz - 7,500 shares; Mr. Abdo - 10,000 shares; Mr. Becker -
2,500 shares; Mr. Burris - 25,000 shares; Mr. Dornbush - 10,500 shares; all
officers and directors as a group - 55,500 shares.

(2)     The capital stock of Benihana of Tokyo (the "Benihana of Tokyo Stock")
is held in a voting trust. Kevin Aoki, Vice President-Marketing and a Director
of the Corporation, Darwin C. Dornbush, the Secretary and a Director of the
Corporation, Grace Aoki, Kevin Aoki's sister, and Kyle Aoki, Kevin Aoki's
brother, are the trustees of this voting trust. In addition, beneficial interest
in the Benihana of Tokyo Stock is held by a trust of which Kevin Aoki, Kyle
Aoki, Grace Aoki and Darwin C. Dornbush are the trustees. By reason of such
positions such individuals may be deemed to share beneficial ownership of the
Benihana of Tokyo Stock and the shares of our stock owned by Benihana of Tokyo.

(3)     Based solely upon reports on Schedule 13G filed by or on behalf of such
persons.

(4)     Includes 10 shares owned by Mr. Schwartz's son, as to which shares
Mr. Schwartz disclaims beneficial interest.

(5)     Shares of our Common Stock are convertible at any time into shares of
our Class A Common Stock at the option of the holder. Therefore, each beneficial
owner of our Common Stock may be deemed the beneficial owner of the same number
of shares of our Class A Common Stock.

(6)     Beneficial ownership on this table includes the following shares of
Class A Common Stock which may be purchased by exercise of options which are
presently exercisable or which will become exercisable within 60 days: Mr.
Schwartz - 301,667 shares; Mr. Yoshimoto 226,667 shares; Mr. Aoki - 58,333
shares; Mr. Burris - 171,667 shares; Mr. Garcia - 96,667 shares; Mr. Abdo -
36,667 shares; Mr. Becker - 38,333 shares; Mr. Dornbush - 26,667 shares;
Mr. Pine - 8,333 shares; all officers and directors as a group - 1,215,000
shares.

(7)     Includes of 200,000 shares receivable through exercise of a warrant.

(8)     Includes 1,000 shares owned by Mr. Burris' wife, as to which shares
Mr. Burris disclaims beneficial ownership.





<PAGE>



BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


           Rules promulgated by the Securities and Exchange Commission govern
the reporting of securities transactions by directors, executive officers and
holders of 10% or more of our Common Stock or Class A Common Stock. Based solely
upon its review of copies of reports filed with the SEC and received by us, we
believe that our directors and executive officers have filed all required
reports on a timely basis.  Except that Mr. Abdo was late in filing one report
of his sale of Class A Common Stock as required by such rules.



                              ELECTION OF DIRECTORS


           Our Certificate of Incorporation provides that the Board of Directors
be divided into three classes with the three-year term of office of one class
expiring each year. The current directors have been elected to the classes set
forth opposite their names below. The terms of office of Max Pine and Taka
Yoshimoto, Class I Directors, will expire at the Meeting. Messrs. Pine and
Yoshimoto are proposed to be re-elected as Class I Directors. Messrs. Pine and
Yoshimoto will each hold office for a three-year term, as set forth in our
Certificate of Incorporation and until their respective successors shall have
been duly elected and qualified.

           Our Certificate of Incorporation also provides that when the Board of
Directors is divided into at least two classes, as is presently the case, the
holders of the Class A Common Stock vote separately as a class to elect 25% (or
the next higher whole number) of each class of the Board; provided, however,
that the number of directors so elected by the holders of the Class A Common
Stock may not exceed 25% (or the next whole higher number) of the entire Board.
Holders of the Class A Common Stock do not vote for the election of directors at
any meeting of stockholders if the terms of office of directors so elected by
such holders do not expire at such meeting. Holders of the Common Stock vote
separately as a class for the remainder of each class of the Board. The Board of
Directors currently consists of seven members, of which two members (more than
25% of the Board, rounded to the nearest whole director) are Class A Directors.
Messrs. Max Pine, a Class I Director, and John E. Abdo, a Class II Director,
currently serve as Class A Directors. At the Meeting, only the holders of the
Class A Stock, voting separately as a class, will vote on the re-election of Mr.
Pine as a Class A Director, and only the holders of the Common Stock, voting
separately as a class, will vote on the re-election of Mr. Yoshimoto as a
Director.

           The Board of Directors has selected persons named as proxies in the
enclosed form of proxy. It is intended that the shares represented by the
proxies, unless authorization is withheld, shall be voted for the election as
Directors of the nominees set forth in the following table, who have been
designated by the Board of Directors and who are presently Directors of the
Corporation. Although it is not contemplated that such nominees will be unable
to serve, should such a situation arise prior to the balloting at the Meeting,
the persons named in the proxy will vote the shares represented by the proxy for
such substitute nominee(s) as they deem advisable.



<PAGE>



The following are the nominees for director:


TAKA YOSHIMOTO
Director since 1990
Class I Director (Term expires 2005),  Executive Vice President - Operations
Age 56

Mr. Yoshimoto has served as Executive Vice President of the Corporation and its
predecessor since 1989 and as the Director of Operations from June 1985 until
August 1989.


MAX PINE
Director since February. 2001
Class I Director (Term to expire in 2005)
Age 68

In April 2001, after seven years with Patricof & Co. and BNY Capital Markets,
Mr. Pine launched Aries Associates, to concentrate exclusively on advising
restaurant industry CEOs, and doing due diligence projects for financial
investors. Prior to 1994, he was employed by Restaurant Associates Corp., a
NYC-based diversified full-service restaurant company, for 25 years, and served
as Chief Executive Officer from 1988 to 1994.


           The following is information about our remaining Class II and Class
III Directors, each of whom will continue in office, and our other executive
officers:


JOEL A. SCHWARTZ
Director since 1982
Class III Director (Term to expire in 2004), President and Chief Executive
Officer
Age 61

Mr. Schwartz has been President and a Director of the Corporation and its
predecessor since 1982 and has served as Chief Executive Officer since May 18,
1998.


KEVIN Y. AOKI
Director since 1998
Class III Director (Term to expire in 2004), Vice President-Marketing
Age 34

Mr. Aoki has served as Vice President-Marketing and a Director of the
Corporation since November 1998. For two years prior thereto, he served as
General Manager of Benihana of Tokyo, the originator of the Benihana concept and
a principal shareholder of the Corporation (see "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT"). From 1993 through 1996, Mr. Aoki served as
Unit Manager for the Corporation's Chicago and Dallas restaurants and as Manager
of Sales for the Corporation's New York region. Mr. Aoki is the son of Rocky H.
Aoki, the founder of Benihana.


<PAGE>



DARWIN C. DORNBUSH
Director Since 1995
Class III Director (Term to expire in 2004), Secretary
Age 72

Mr. Dornbush is currently and has been for more than the past five years a
partner in the law firm of Dornbush Mensch Mandelstam & Schaeffer, LLP. He has
served as the Secretary of the Corporation and its predecessor since 1983, and
has been a Director since 1995. He has served as Secretary and a Director of our
principal stockholder, Benihana of Tokyo, since 1980. Mr. Dornbush is also a
director of Cantel Medical Corp.


JOHN E. ABDO
Director since 1990
Class II Director (Term expires 2003)
Age 58

John E. Abdo has been principally employed as the Vice Chairman of BankAtlantic
since April 1987 and Chairman of the Executive Committee of BankAtlantic since
October 1985. He has been a director of the BFC Financial Corporation since 1988
and Vice Chairman of the Board of the BFC Financial Corporation since 1993. He
has been a director and Vice Chairman of the Board of BankAtlantic Bancorp, Inc.
since 1994, director of BankAtlantic since 1984 and President of Levitt
Corporation (f/k/a BankAtlantic Development Corporation), a wholly owned
subsidiary of BankAtlantic, since 1985. He is President and Chief Executive
Officer of the Abdo Companies, Inc., a real estate development, construction and
real estate brokerage firm, for more than five years.


NORMAN BECKER
Director since 1997
Class II Director (Term expires 2003)
Age 64

Mr. Becker is currently, and has been for more than ten years, self-employed in
the practice of public accounting.  Prior thereto, Mr. Becker was a partner with
Touche Ross & Co., the predecessor of Deloitte & Touche LLP for a period in
excess of 10 years.  In addition, Mr. Becker is an officer and director of Ram
Ventures Holding Corp. and New Systems Inc.


MICHAEL R. BURRIS
Senior Vice President - Finance and Treasurer
Age 52

Mr. Burris has served as Senior Vice President - Finance and Chief Financial
Officer of the Corporation since January 28, 1999. He was appointed Vice
President - Finance and Treasurer effective Janaury 1, 1995. Prior to his
appointment with the Corporation, Mr. Burris was a partner with Deloitte &
Touche LLP.


<PAGE>

JUAN C. GARCIA
Vice President-Controller
Age 38

Mr. Garcia was appointed as Vice President-Controller effective January 28,
1999.  He served as Controller of the Corporation and its predecessor since
July 1994.  Previously, Mr. Garcia served as Assistant Controller.


           No director or executive officer of the Corporation has any family
relationship to any other director or executive officer.



COMMITTEES; MEETINGS OF THE BOARD OF DIRECTORS

           The Board of Directors has a Compensation Committee, an Audit
Committee and a Stock Option Committee. Each such committee consists of
directors who are not employed by the Corporation. The Audit Committee's primary
responsibilities are to: (i) oversee our financial reporting principles and
policies and internal control systems, including review of our quarterly and
annual financial statements; (ii) review and monitor the performance and
independence of our independent auditors and the performance of the internal
auditing department; (iii) provide an open avenue of communication among the
department and the Board; and (iv) select (subject to shareholder ratification),
evaluate, and where appropriate, replace our independent auditors. The
Compensation Committee reviews and approves management compensation and the
Stock Option Committee administers our Stock Option Plans. The Audit Committee
met on four occasions and the Compensation Committee and Stock Option Committees
met from time to time during the fiscal year ended March 31, 2002.

           During the fiscal year ended March 31, 2002, there were four meetings
of the Board of Directors. No director attended fewer than 75% of the meetings
of the Board and committees of which he was a member.


AUDIT COMMITTEE REPORT

           For the fiscal year ended March 31, 2002, the Audit Committee
consisted of Norman Becker (the Chairman), John E. Abdo and Max Pine, all of
whom have been determined by the Board of Directors to be independent (as
independence is defined under the National Association of Securities Dealers
listing standards). The Committee operates under a written charter adopted by
the Board of Directors, a copy of which was attached as Appendix A to our 2001
Proxy Statement.

           The Committee recommends to the Board of Directors, subject to
shareholder ratification, the selection of our independent auditors. Management
is responsible for our internal controls and the financial reporting process.
The independent auditors are responsible for performing an independent audit of
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America and for issuing a report on
those consolidated financial statements. The Committee's responsibility is to
monitor and oversee these processes.

           In this context, the Committee has met and held discussions with
management and Deloitte & Touche LLP, the independent accounting firm for the
Corporation. Management represented that the consolidated financial statements
were prepared in accordance with accounting principles generally accepted in the
United States of America. The Committee reviewed and discussed the audited
consolidated financial statements with management and Deloitte & Touche LLP. The
Committee discussed with Deloitte & Touche LLP matters required to be discussed
by Statement of Auditing Standards No. 61 (Communication with Audit Committees).
Deloitte & Touche LLP also provided the Committee with the written disclosures
required by Independence Standard Board Standard No. 1 (Independence Discussions
with Audit Committees), and the Committee discussed with Deloitte & Touche LLP
that firm's independence.

           In reliance on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors, which recommendation has
been adopted by the Board of Directors, that the audited financial statements be
included or incorporated by reference in the Annual Report on Form 10-K for the
fiscal year ended March 31, 2002 for filing with the Securities and Exchange
Commission.


The Audit Committee
Norman Becker
John E. Abdo
Max Pine

<PAGE>


COMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATION

           None of the members of the Compensation Committee served as an
officer or employee of the Corporation or had any relationship with the
Corporation requiring disclosure under the heading "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS," except for Darwin C. Dornbush, who serves as our
Secretary.


REPORT ON EXECUTIVE COMPENSATION BY THE
COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE

           Compensation Policy.  The Compensation Committee is responsible for
           -------------------
setting and administering the policies which govern annual executive salaries,
raises and bonuses.  The Stock Option Committee is responsible for administering
our Employee Stock Option Plans.  The Compensation Committee consists of John
E. Abdo, Norman Becker and Darwin C. Dornbush, and the Stock Option Committee
consists of Max Pine, Darwin C. Dornbush and John E. Abdo, each of whom is a
non-employee member of the Board of Directors.

           The policy of the Compensation Committee is to recommend compensation
for the Chief Executive Officer and other executive officers, reflecting the
contribution of such executives to our growth in sales and earnings, and the
implementation of our strategic plans for growth. In addition, in order to
assure our ability to attract and retain managerial talent, an attempt is made
to keep compensation competitive with compensation offered by other restaurant
companies of comparable quality, size and performance.

           Long-term incentive compensation policy consists of the award of
stock options under our stock option plans, which serve to identify and reward
executive performance with increases in value for stockholders and bonuses under
our Administrative Incentive Compensation Plan.

           Performance and Chief Executive Officer Compensation.  Executive
           ----------------------------------------------------
compensation for the fiscal year ended March 31, 2002 consisted of base salary
and bonus. The Compensation Committee met from time to time during such fiscal
year. All salary compensation paid to the Chief Executive Officer and to our
other executive officers during the fiscal year ended March 31, 2002 was in
accordance with the terms of written employment agreements with such officers.

           In addition, each of the executive officers received awards during
the fiscal year ended March 31, 2002 under our Administrative Incentive
Compensation Plan. Under this Plan, the aggregate amount available for awards to
all executive officers is determined by a formula based on the amount by which
return on stockholder's equity exceeds preset targets; allocation of this amount
among the Chief Executive Officer and the other executive officers is made by
the Compensation Committee (in the case of the Chief Executive Officer) and by
the Chief Executive Officer (in the cases of the other executive officers) based
upon the level of management responsibility of the various executive officers
and the relative contributions of each to the long-term success and increase in
profitability. Each of these factors was equally considered.

           The Stock Option Committee awarded stock options under the 2000 Plan
to each of our executive officers during the fiscal year ended March 31, 2002,
as described in the table below entitled "Options Granted in Fiscal 2002." The
Stock Option Committee determined to continue our longstanding policy of using
the award of stock options (which provide value to the executive over time as
growth in the market price in our stock reflects the successful achievement of
our business objectives) to identify the success of the corporation's executives
with the growth in equity value to our stockholders. The size of the awards made
were determined based upon the level of management responsibility of various
executive officers, their respective contribution to the achievement of our
performance objectives and the Committee's view of an appropriate equity
position to be maintained by the executive officers in light of our market
capitalization. Each of these factors was equally considered.


<PAGE>


Compensation Committee
John E. Abdo
Darwin C. Dornbush
Norman Becker


Stock Option Committee
John E. Abdo
Max Pine
Darwin C. Dornbush


Directors' Compensation

           Non-employee directors receive directors' fees of $12,000 a year plus
$1,000 for each meeting attended and $750 for each committee meeting attended.
All directors are reimbursed for expenses incurred on behalf of the Corporation.

           In addition, each director who is not an employee participates in the
Directors' Stock Option Plan. Under this plan options to purchase 2,500 shares
of Common Stock were granted in each year from 1994 thru 1997, and options to
purchase 10,000 shares of Class A Common Stock were granted in 1998, 1999, 2000
and 2001. Options to purchase an additional 10,000 shares of Class A Common
Stock will be automatically granted annually to each such non-employee director
on the date of our Annual Meeting of Stockholders. Each option granted under the
Director's Plan from 1994 through 1997 has an exercise price equal to the fair
market value of the Common Stock on the date of grant; each option granted in
1998 and thereafter has an exercise price equal to the fair market value of the
Class A Common Stock on the date of grant. Each option is for a term of 10 years
and becomes exercisable as to one-third of the number of shares covered thereby
on the date of grant, one-third on each of the first two anniversaries of the
date of grant. The Directors' Plan authorizes the grant of options to purchase
an aggregate of 35,000 shares of Common Stock and 200,000 shares of Class A
Common Stock. As of March 31, 2002, options to purchase an aggregate of 35,000
shares of Common Stock and 160,000 shares of Class A Common Stock, respectively,
have been granted under the Directors' Plan.


<PAGE>


                             EXECUTIVE COMPENSATION


           The following table sets forth, for the fiscal years ended March 31,
2002, April 1, 2001 and March 26, 2000, compensation paid to the Chief Executive
Officer and to the other executive officers who received more than $100,000 in
salary and bonus during fiscal year 2002, including salary, bonuses, stock
options and certain other compensation:

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

                                                    SUMMARY COMPENSATION TABLE
                                        Annual Compensation                Long-Term Compensation(1)
                               ---------------------------------------     -------------------------

Name and Principal Position    Year                 Salary    Bonus(2)             Options
---------------------------    ----                 ------    --------             -------
                                                      $          $                    #

Joel A. Schwartz, President    2002                 317,308   114,000                45,000
and Chief Executive            2001                 279,519   112,667                50,000
Officer (3)                    2000                 274,615   107,333                85,000

Taka Yoshimoto, Executive      2002                 174,519    61,000                35,000
Vice President (4)             2001                 153,461    58,667                40,000
                               2000                 153,461    72,000                55,000

Michael R. Burris, Senior      2002                 151,471    58,667                30,000
Vice President-Finance         2001                 148,077    55,667                35,000
and Treasurer                  2000                 140,144    54,000                35,000

Kevin Y. Aoki, Vice            2002                 129,567    42,000                20,000
President-Marketing (5)        2001                 119,731    29,667                25,000
                               2000                  93,077     3,433

Juan C. Garcia, Vice           2002                 111,058    34,333                25,000
President-Controller (6)       2001                 100,480    32,000                30,000
                               2000                  84,692    26,667                30,000
-------------
</TABLE>


(1)     Consist of Employee Stock Option Plans described in this Proxy
Statement. We do not award stock appreciation rights or restricted stock awards.

(2)     Consists of payouts under our Administrative Incentive Compensation
Plan.  For each of these individuals, each year's payout equals one third of
his award, if any, under this plan for each of the three preceding fiscal years.

(3)     Joel A. Schwartz, President and Chief Executive Officer, is employed on
a full-time basis at an annual salary of $300,000, pursuant to the terms of an
employment agreement entered into effective April 1, 2001. The agreement expires
March 31, 2006. The agreement provides for annual salary increases based on
cost-of-living adjustments and bonuses and additional salary increases as may be
determined by the Board from time to time. The agreement provides that Mr.
Schwartz may resign following a change of control and receive a severance
payments which could be equal to his salary over the unexpired term of the
agreement and five additional years. The agreement also provides for additional
severance payments which could equal five year's salary if Mr. Schwartz'
employment terminates for failure to renew his agreement. Mr. Schwartz is
prohibited from competing with the Corporation for a period of one year after
any termination of his employment.

<PAGE>


(4)     Pursuant to the terms of an Employment Agreement entered into as of
April 1, 2001. Mr. Yoshimoto, Executive Vice President-Restaurant Operations,
is employed at an annual salary of $165,000. The agreement expires March 31,
2006. The agreement provides for annual salary increases based on cost of living
adjustments, and bonuses and additional salary increases as may be determined by
the Board from time to time, and that Mr. Yoshimoto may resign following a
change of control and receive a severance payment equal to his salary over the
unexpired term of the agreement. Mr. Yoshimoto is prohibited from competing with
the Corporation for a period of one year following certain terminations of
employment.

(5)     Pursuant to the terms of an Employment Agreement entered into as of
October 19, 1998 and most recently amended as of April 1, 2001.  Mr. Aoki,
Vice President of Marketing, is employed at an annual salary of $122,500.  The
amended agreement expires March 31, 2004.  Mr. Aoki is prohibited from competing
with the Corporation for a period of one year following certain terminations of
employment.

(6)     Pursuant to the terms of an Employment Agreement entered into as of
September 1, 1998 and amended as of April 1, 2001.  Mr. Garcia, Vice President
and Controller, is employed at an annual salary of $105,000.  The amended
agreement expires September 1, 2003.  Mr. Garcia is prohibited from competing
with the Corporation for a period of one year following certain terminations
of employment.


                                  STOCK OPTIONS


           We maintain employee stock option plans adopted in 1994, 1996, 1997
and 2000 and a directors stock option plan. The employee plans make available
for stock option grants a total of 500,000 shares of Common Stock and 2,550,000
shares of Class A Common Stock. Of these amounts, we have granted options to
purchase 10,000 shares of Common Stock and 1,446,007 shares of Class A Common
Stock; options to purchase 490,000 shares of Common Stock and 1,113,993 shares
of Class A Common Stock are available for future grants. In addition, as of
March 31, 2002, options to purchase 26,500 shares of Common Stock were
outstanding under employee stock option plans which have expired.

           The purpose of the employees plans and the directors' plan is to
enable us to attract, retain and motivate key employees and directors by
providing them an equity participation. The employees plans provide for
incentive stock options (ISO's) under Section 422A of the Internal Revenue Code
of 1986, as amended, and for options which are not ISO's. Options granted under
the employees plans may not have terms exceeding ten years, and in the case of
the options which are ISO's, may not provide for an option exercise price of
less than 100% of the fair market value of our Common Stock on the day of the
grant (110% of such fair market value in the case of optionees holding 10% or
more of the combined voting rights of our securities).


<PAGE>


OPTIONS GRANTED IN FISCAL 2002

           The following information is furnished for the fiscal year ended
March 31, 2002 with respect to the individuals set forth in the Summary
Compensation Table who were granted stock options during the fiscal year ended
2002 that received more than $100,000 in salary and bonuses during the fiscal
year ended 2002. Options to purchase 180,000 shares of Class A Common Stock were
granted to such individuals on April 24, 2001 under the 2000 Plan as follows:
<TABLE>
<CAPTION>
<S>                  <C>             <C>                       <C>        <C>              <C>                    <C>

                                     % of Total
                                      Options                                              Potential Realized Value at
                     Number          Granted to                                            Assumed Annual Rates of
                     Of             Employees in               Option       Expiration     Stock Appreciation for
                     Options(1)      Fiscal Year               Price           Date              Option Term
-------------------------------    --------------             -------   ---------------    ---------------------------------
                                                                                                 5%                  10%
                                                                                             ----------           ----------
Joel A. Schwartz       45,000             25.0%               $8.56     April 24, 2011       $242,250             $613.910
Taka Yoshimoto         35,000             19.4%               $8.56     April 24, 2011       $188,417             $477,485
Michael R. Burris      30,000             16.7%               $8.56     April 24, 2011       $161,500             $409,273
Kevin Y. Aoki          20,000             11.1%               $8.56     April 24, 2011       $107,667             $272,849
Juan C. Garcia         25,000             13.9%               $8.56     April 24, 2011       $134,583             $341,061

</TABLE>

(1)     Each of the option grants listed above becomes exercisable as to one-
third of the shares covered by the grant on day of grant, as to one-third of
such shares on the first anniversary of the grant and as to the balance of such
shares on the second anniversary of the grant.


AGGREGATE OPTION EXERCISE IN FISCAL 2002
AND FISCAL YEAR END OPTION VALUES

           The following information is furnished for the fiscal year ended
March 31, 2002 for stock option exercises during such fiscal year and the value
realized upon exercise by the individuals set forth in the Summary Compensation
Table during the fiscal year ended March 31, 2002 and the value of outstanding
options held by such executive officers as of March 31, 2002.
<TABLE>
<CAPTION>
<S>                     <C>               <C>       <C>           <C>              <C>           <C>

                                                      Number of Unexercised        Value of Unexercised in the
                                                       Options at 03/31/02          Money Options at 03/31/02
                        Shares                        ---------------------        ---------------------------
                      Acquired on         Value                      Non-                           Non-
Name                   Exercise           Realized  Exercisable   Exercisable      Exercisable   Exercisable
----                 ---------------      --------  -----------   ------------     -----------   -----------
Common Stock:              #                  $          #             #                $             $

Joel A. Schwartz          -0-                 -0-       7,500         -0-             127,500        -0-
Michael R. Burris         -0-                 -0-      25,000         -0-             302,500        -0-

Class A Common Stock:

Joel A. Schwartz         50,000             399,905   253,333        46,667         1,953,913      273,000
Taka Yoshimoto            -0-                 -0-     183,333        36,667         1,604,071      214,500
Michael R. Burris         -0-                 -0-     138,333        31,667         1,181,150      185,250
Kevin Y. Aoki             -0-                 -0-      33,333        21,667           249,183      126,750
Juan C. Garcia           35,500             182,426    48,333        26,667           316,417      156,000

</TABLE>


                           DEFERRED COMPENSATION PLANS

           We have a deferred compensation plan under which certain key
employees may elect to defer up to 20% of their salary and up to 100% of their
bonus until retirement or termination of employment. Employees may select from
various investment options for their account. Investment earnings are credited
to their accounts.


<PAGE>


                                 INCENTIVE PLANS

           Restaurant Incentive Plan. We maintain an incentive bonus program
under which certain of its administrative and restaurant employees, based on
their performance, may be eligible for cash awards.

           Under the restaurant incentive program, the awards are divided among
restaurant management personnel and chefs who have been determined to have
contributed significantly to our operating goals. In addition, incentive bonuses
of small numbers of shares of Class A Common Stock are also given to selected
restaurant employees.

           Administrative Incentive Compensation Plan. Under the Administrative
Incentive Compensation Plan, awards are allocated to headquarters employees,
including executive officers, if we exceed annual targeted returns on equity as
determined by the Compensation Committee. The purpose of the plan is to align
the interests of management and our stockholders by providing incentives, which
are directly related to identified operating objectives, to our officers and
administrative employees upon whose judgment, initiative and efforts we largely
depend for the successful conduct of our business. Awards are made by the
Compensation Committee of the Board of Directors and the senior management out
of a bonus pool which is a predetermined percentage of the amount by which our
Net Income After Taxes exceeds the amount required for the annual targeted
return on equity for such year. For awards in excess of $1,000, one-third of the
amount awarded is paid immediately to the employee and the remaining two-thirds
is payable 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. Participants also have the option of electing to take awards in our Class
A Common Stock valued at a price equal to 85% of its average closing price for
the period immediately preceding the making of the award. The amount of award
for any individual is capped at 50% of the employee's eligible salary, which is
defined as the amount of ordinary salary less 40% of the FICA salary base.

           For the purposes of this Plan, the return on equity is computed by
dividing after tax income (computed before allocations to the Incentive
Compensation Plan) by the amount of stockholders' equity as of the beginning of
the year. The target rate of return on equity, which is approved annually by the
Compensation Committee was 15.5% for the fiscal year ended March 31, 2002, which
rate represented a Net Income After Tax of $7,902,000. During fiscal year 2001,
amounts were paid with respect to performance awards granted in 2001 and 2002.
For the fiscal year ended March 31, 2002, $300,000 was accrued under the plan
for payment of bonuses to employees, including executive officers.


                                PERFORMANCE GRAPH

           Comparison of five-year cumulative return among Benihana Inc., a
peer group and the NASDAQ stock market-US index.



                               FISCAL YEAR ENDING
<TABLE>
<CAPTION>
<S>                                                           <C>         <C>          <C>         <C>          <C>         <C>
COMPANY                                                        1997        1998         1999        2000         2001        2002
                                                               ----        ----         ----        ----         ----        ----
Benihana Inc.                                                 100.00      156.25       162.50      181.25       150.00      252.81
SIC Code Index                                                100.00      123.75       161.01      126.83       112.98      142.23
NASDAQ Market Index - U.S. 100.00                             100.00      151.57       204.80      380.91       152.47      150.14

</TABLE>


<PAGE>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Benihana of Tokyo owns shares representing approximately 47.5% of the
votes represented by our Common Stock, which class elects 75% of the directors
and, therefore, Benihana of Tokyo is able as a practical matter to control the
Corporation through the election of a majority of its directors.

           A voting trust of which Kevin Aoki, Vice President-Marketing and a
Director of the Corporation, Darwin C. Dornbush, the Secretary and a Director of
the Corporation, Grace Aoki, Kevin Aoki's sister, and Kyle Aoki, Kevin Aoki's
brother, are the trustees, is the owner of the Benihana of Tokyo Stock. The
beneficial interests in the Benihana of Tokyo stock is held by a trust of which
Kevin Aoki, Darwin C. Dornbush, Grace Aoki, and Kyle Aoki, are the trustees

           Benihana of Tokyo owns a Benihana restaurant in Honolulu, Hawaii (the
"Honolulu Restaurant") and all rights to the Benihana name and trade names,
service marks and proprietary systems outside the territory served by the
Corporation which consists of the United States (except for rights related to
the State of Hawaii) and Central and South America and the islands of the
Caribbean Sea. We also granted to Benihana of Tokyo a perpetual license to
operate the Honolulu Restaurant and an exclusive license to own and operate
Benihana restaurants in Hawaii. This license is royalty free with respect to any
Hawaiian restaurant beneficially owned by Rocky H. Aoki. We have a right of
first refusal to purchase any Hawaiian restaurant or any joint venture or
sublicensing thereof proposed to be made by Benihana of Tokyo with an
unaffiliated third party; and, in the event any Hawaiian restaurant is sold,
sublicensed or transferred to a third party not affiliated with Rocky H. Aoki,
we will be entitled to receive royalties from such restaurant equal to 6% of
gross revenues.

           Darwin C. Dornbush, our Secretary and a Director, is a partner in
Dornbush Mensch Mandelstam & Schaeffer, LLP, a law firm. In the fiscal year
ended March 31, 2002, we paid approximately $1,118,726 in legal fees and
expenses to Dornbush Mensch Mandelstam & Schaeffer, LLP.

           Mr. Rocky H. Aoki, the founder of Benihana and the father of Kevin
Aoki, resigned as Chairman and Chief Executive Officer in 1998.  Under the
terms of a Consulting Agreement, Mr. Aoki continues to provide consulting
services to the Company.  He is paid $600,000 a year for these services.  This
agreement will expire in 2006.


                       RATIFICATION OF THE APPOINTMENT OF
                DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS

           The firm of Deloitte & Touche LLP, or its predecessor Touche Ross &
Co., has audited the financial statements of the Corporation and its predecessor
since its formation in 1982 and the Board of Directors desires to continue the
services of that firm for the current fiscal year ending March 30, 2003. The
aggregate fees billed for professional services by Deloitte & Touche LLP in the
fiscal year ended March 31, 2002 were as follows:

           Audit Fees. The aggregate fees billed by Deloitte & Touche LLP for
professional services rendered for the audit of our consolidated financial
statements for the fiscal year ended March 31, 2002 and the reviews of its
interim financial statements included in our Forms 10-Q were approximately
$95,100, including all statutory audits.

           Financial Information and Implementation Fee. There were no fees
billed by Deloitte & Touche LLP for services rendered in connection with our
financial information systems design and implementation during the fiscal year
ended March 31, 2002.

<PAGE>

        All Other Fees.  The aggregate amount of all fees billed for services
rendered to us by Deloitte & Touche LLP for the fiscal year ended March 31, 2002
(other than the audit fees described above) were approximately $56,363,
primarily for, other non-audit related services. The Audit Committee has
determined that the provision of all non-audit services performed for the
Company by Deloitte & Touche LLP is compatible with maintaining that firm's
independence.

        The affirmative vote of a majority of the votes cast on the proposal
at the Meeting is required to ratify such appointment. This vote is not required
by our Certificate of Incorporation or By-Laws. However, the Board of Directors
will appoint other independent public accountants if the appointment of Deloitte
& Touche LLP is not approved by a majority of the votes of the shares
represented and voting thereon at the Meeting. A representative of Deloitte &
Touche LLP is expected to be present at the Meeting and will have the
opportunity to make a statement if he or she wishes and will be available to
respond to appropriate questions.


            THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
              IN FAVOR OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP

                                  ANNUAL REPORT

           Our 2002 Annual Report is enclosed with this Proxy Statement

                                    FORM 10-K

           WE WILL PROVIDE WITHOUT CHARGE TO EACH STOCKHOLDER, UPON WRITTEN
REQUEST DIRECTED TO JUAN C. GARCIA, ASSISTANT SECRETARY, AT 8685 NORTHWEST 53RD
TERRACE, MIAMI, FLORIDA 33166, A COPY OF OUR ANNUAL REPORT ON FORM 10-K
(INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO) FOR THE FISCAL YEAR
ENDED MARCH 31, 2002.

Date:         July 15, 2002
       -----------------------------

Order of the Board of Directors

/s/ Darwin C. Dornbush
---------------------------------
By: Darwin C. Dornbush, Secretary



<PAGE>


                                  BENIHANA INC.

                              Class A Common Stock

        Proxy - For the Annual Meeting of Stockholders - August 22, 2002.

This Proxy is solicited on behalf of the Board of Directors.

The undersigned stockholder of BENIHANA INC., revoking any previous proxy for
such stock, hereby appoints Joel A. Schwartz and Darwin C. Dornbush, or any one
of them, the attorneys and proxies of the undersigned, with full power of
substitution, and hereby authorizes them to vote all shares of Class A Common
Stock of BENIHANA INC. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held on August 22, 2002 at 10:00 a.m. at Doral
Hotel & Country Club, 4400 N.W. 87th Avenue, Miami, Florida 33178, and any
adjournment thereof on all matters coming before said meeting.

In the event no contrary instructions are indicated by the undersigned
stockholder, the proxies designated hereby are authorized to vote the shares as
to which the proxy is in accordance with the recommendation of the Board of
Directors set forth on this card.

The Board of Directors Recommends a Vote FOR the election of he nominee of the
Board of Directors, and FOR the ratification of the appointment of Deloitte &
Touche LLP as our independent accountants.

For each proposal, mark one box |_| in blue or black ink.

Election of Directors

                               FOR THE NOMINEE               WITHHOLD AUTHORITY

Max Pine
Class I Director                    |_|                             |_|

Ratification of Deloitte & Touche LLP as Independent Accountants.

FOR                                       AGAINST             ABSTAIN

|_|                                         |_|                 |_|

Please sign here exactly as your name(s) appear(s) on this Proxy.


-----------------------------------------------------------------
Signature)


-----------------------------------------------------------------
(Signature)

                                         Dated:
                                               ------------------

If signing for an estate, trust or corporation, title or capacity should be
stated. If shares are held jointly, each holder should sign. If a partnership,
sign in partnership name by authorized person.


<PAGE>


                                  BENIHANA INC.

                                  Common Stock

        Proxy - For the Annual Meeting of Stockholders - August 22, 2002.

This Proxy is solicited on behalf of the Board of Directors.

The undersigned stockholder of BENIHANA INC., revoking any previous proxy for
such stock, hereby appoints Joel A. Schwartz and Darwin C. Dornbush, or any one
of them, the attorneys and proxies of the undersigned, with full power of
substitution, and hereby authorizes them to vote all shares of Common Stock of
BENIHANA INC. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on August 22, 2002 at 10:00 a.m. at Doral Hotel &
Country Club, 4400 N.W. 87th Avenue, Miami, Florida 33178, and any adjournments
thereof on all matters coming before said meeting.

In the event no contrary instructions are indicated by the undersigned
stockholder, the proxies designated hereby are authorized to vote the shares as
to which the proxy is in accordance with the recommendation of the Board of
Directors set forth on this card.

The Board of Directors Recommends a Vote FOR the election of the nominee of the
Board of Directors, and FOR the ratification of the appointment of Deloitte &
Touche LLP as our independent accountants.

For each proposal, mark one box |_| in blue or black ink.

Election of Directors.

                                         FOR THE NOMINEE     WITHHOLD AUTHORITY

Taka Yoshimoto
Class I Director                               |_|                  |_|


Ratification of Deloitte & Touche LLP as Independent Accountants.

FOR                                       AGAINST             ABSTAIN

|_|                                         |_|                 |_|

Please sign here exactly as your name(s) appear(s) on this Proxy.


-----------------------------------------------------------------
Signature)


-----------------------------------------------------------------
(Signature)

                                         Dated:
                                               ------------------

If signing for an estate, trust or corporation, title or capacity should be
stated. If shares are held jointly, each holder should sign. If a partnership,
sign in partnership name by authorized person.


