<SUBMISSION>
<ACCESSION-NUMBER>0000950144-04-007710
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20040805
<GROUP-MEMBERS>BENIHANA OF TOKYO
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>BENIHANA PROTECTIVE TRUST UA 6 8 98
<CIK>0001265987
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>8685 NW 53 TERRACE
<STREET2>SUITE 201
<CITY>MIAMI
<STATE>FL
<ZIP>33166
<PHONE>305 593 0770
</BUSINESS-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>BENIHANA INC
<CIK>0000935226
<ASSIGNED-SIC>5812
<IRS-NUMBER>650538630
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0328
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-48717
<FILM-NUMBER>04952953
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>8685 NW 53RD TERRACE
<CITY>MIAMI
<STATE>FL
<ZIP>33166
<PHONE>3055930770
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>8685 NW 53RD TERRACE
<CITY>MIAMI
<STATE>FL
<ZIP>33166
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>g90322sc13dza.txt
<DESCRIPTION>BENIHANA, INC
<TEXT>
<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
      RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
                               (Amendment No. 2) *

                                  BENIHANA INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.10 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    082047101
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                              Rodney H. Bell, Esq.
                              Holland & Knight LLP
                         701 Brickell Avenue, Suite 3000
                              Miami, Florida 33131
                                  305-374-8500
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 30, 2004
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.


* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




<PAGE>


--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 2 of 23
--------------------------------------------------------------------------------


         This Amendment No. 2 to Schedule 13D relating to Benihana Inc., a
Delaware corporation (the "Issuer"), is being filed on behalf of the undersigned
to amend the Schedule 13D filed with the Securities and Exchange Commission
("Commission") on June 8, 1998, as amended by Amendment No. 1 thereto filed with
the Commission on June 4, 2001.

-------------- -----------------------------------------------------------------
               Names of Reporting Persons / I.R.S. Identification No. of
               Above Person (entities only):
      1        TRUST U/A JUNE 8, 1998, BETWEEN ROCKY H. AOKI, AS GRANTOR,
               AND KEVIN AOKI, KANA AOKI NOOTENBOOM F/K/A KANA GRACE AOKI,
               KYLE AOKI AND DARWIN C. DORNBUSH, AS TRUSTEES.
               I.R.S. IDENTIFICATION NUMBER 13-7141606

-------------- -----------------------------------------------------------------
      2        Check the Appropriate Box if a Member of a Group
               (See Instructions)
                                                                         (a) [X]
                                                                         (b) [ ]

-------------- -----------------------------------------------------------------
               SEC Use Only
      3

-------------- -----------------------------------------------------------------
               Source of Funds (See Instructions)
      4
               NOT APPLICABLE

-------------- -----------------------------------------------------------------
               Check if Disclosure of Legal Proceedings is Required Pursuant
      5        to Items 2(d) or 2(e)
                                                                            [ ]

-------------- -----------------------------------------------------------------
               Citizenship or Place of Organization
      6
               New York
---------------------------- ------- -------------------------------------------
                                     Sole voting power
                               7                                 None

                             ------- -------------------------------------------
     Number of Shares                Shared voting power
       Beneficially            8                                1,535,668
       Owned by Each
   Reporting Person with     ------- -------------------------------------------
                                     Sole dispositive power
                               9                                 None

                             ------- -------------------------------------------
                                     Shared dispositive power
                               10                               1,535,668

-------------- -----------------------------------------------------------------
               Aggregate Amount Beneficially Owned by Each Reporting Person
     11
               1,535,668

-------------- -----------------------------------------------------------------
               Check box if the Aggregate Amount in Row (11) Excludes
               Certain Shares (See Instructions)
     12
                                                                             [ ]
-------------- -----------------------------------------------------------------
               Percent of Class Represented by Amount in Row (11)            [ ]
     13
               50.9%* *Based on the number of shares outstanding as of June 7,
               2004 as set forth in the Issuer's Form 10-K/A filed with the
               Securities and Exchange Commission on July 26, 2004.
-------------- -----------------------------------------------------------------


<PAGE>


--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 3 of 23
--------------------------------------------------------------------------------

-------------- -----------------------------------------------------------------
               Type of Reporting Person (See Instructions)
     14
               OO
-------------- -----------------------------------------------------------------


-------------- -----------------------------------------------------------------
               Names of Reporting Persons/I.R.S. Identification No. of
               Above Person (entities only)
      1        BENIHANA OF TOKYO, INC.
               I.R.S. IDENTIFICATION NUMBER 13-1998703
-------------- -----------------------------------------------------------------
      2        Check the Appropriate Box if a Member of a Group
               (See Instructions)
                                                                             (a)
                                                                             (b)

-------------- -----------------------------------------------------------------
               SEC Use Only
      3

-------------- -----------------------------------------------------------------
               Source of Funds (See Instructions)
      4
               NOT APPLICABLE
-------------- -----------------------------------------------------------------
               Check if Disclosure of Legal Proceedings is Required Pursuant
      5        to Items 2(d) or 2(e)
                                                                             [ ]

-------------- -----------------------------------------------------------------
               Citizenship or Place of Organization
      6
               New York
---------------------------- ------- -------------------------------------------
                                     Sole voting power
                               7                                       None

                             ------- -------------------------------------------
     Number of Shares                Shared voting power
       Beneficially            8                                       1,535,668
       Owned by Each
   Reporting Person with     ------- -------------------------------------------
                                     Sole dispositive power
                               9                                       None

                             ------- -------------------------------------------
                                     Shared dispositive power
                               10                                      1,535,668

-------------- -----------------------------------------------------------------
               Aggregate Amount Beneficially Owned by Each Reporting Person

     11        1,535,668

-------------- -----------------------------------------------------------------
               Check box if the Aggregate Amount in Row (11) Excludes Certain
               Shares (See Instructions)
     12
                                                                             [ ]

-------------- -----------------------------------------------------------------
               Percent of Class Represented by Amount in Row (11)            [ ]
     13
               50.9%* *Based on the number of shares outstanding as of June 7,
               2004 as set forth in the Issuer's Form 10-K/A filed with the
               Securities and Exchange Commission on July 26, 2004.
-------------- -----------------------------------------------------------------
               Type of Reporting Person (See Instructions)
     14
               CO
-------------- -----------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 4 of 23
--------------------------------------------------------------------------------



ITEM 2.  IDENTITY AND BACKGROUND.

         (a)      Name of Reporting Persons Filing:

                  Trust U/A June 8, 1998, between Rocky H. Aoki, as Grantor, and
                  Kevin Aoki, Kana Aoki Nootenboom f/k/a Kana Grace Aoki, Kyle
                  Aoki and Darwin C. Dornbush, as Trustees (the "Trust"). The
                  Trust was formed under the laws of New York to hold certain
                  Voting Trust Certificates (and, indirectly, the 1,535,668
                  shares of Issuer's common stock (the "Shares")). Benihana of
                  Tokyo, Inc., a New York corporation, owns all of the Shares.
                  All of the issued and outstanding capital stock of Benihana of
                  Tokyo, Inc. is owned by the Trust and is no longer subject to
                  the Voting Trust Agreement U/A dated as of February 2, 1983,
                  among Rocky H. Aoki, as Grantor, Rocky H. Aoki, Katsu Aoki and
                  Darwin C. Dornbush, as Trustees, and Benihana of Tokyo, Inc.
                  Information as to the identity and background of the executive
                  officers, directors and control persons of Benihana of Tokyo,
                  Inc. and, to the best of the knowledge of the Reporting
                  Persons, the trustees of the Trust are set forth on APPENDIX A
                  attached hereto, which is incorporated herein by reference
                  (collectively, the "Principals").

         (b)      The principal business address of the Reporting Persons is:

                  c/o Benihana of Tokyo, Inc.
                  232 East 63rd Street
                  New York, New York 10021

                  The principal business addresses of the Principals are set
                  forth on Appendix A hereto.

         (c)      The principal business of Benihana of Tokyo, Inc. is the
                  operation of certain Benihana restaurants in Hawaii. The
                  principal business of the Trust is to own all of the Shares of
                  Benihana of Tokyo, Inc. The present principal occupations or
                  employment of the Principals are set forth on Appendix A
                  hereto.

         (d)      During the last five years, none of the Reporting Persons and,
                  to the knowledge of the Reporting Persons, none of the
                  Principals, has been convicted in a criminal proceeding
                  (excluding traffic violations or similar misdemeanors).

         (e)      During the last five years, none of the Reporting Persons and,
                  to the knowledge of the Reporting Persons, none of the
                  Principals, has been a party to a civil proceeding of a
                  judicial or administrative body of competent jurisdiction and
                  as a result a judgment, decree or final order enjoining future
                  violations of, or prohibiting or mandating activities subject
                  to, federal or state securities laws was issued nor a finding
                  of any violation with respect to such laws was made.

         (f)      To the knowledge of the Reporting Persons, all of the
                  Principals are United States citizens.

ITEM 4.  PURPOSE OF TRANSACTION.

         The information in Item 4 is hereby amended and restated as follows:
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 5 of 23
--------------------------------------------------------------------------------


         By notice to the Issuer dated July 30, 2004, a copy of which is
         attached as an exhibit hereto and incorporated herein by reference, the
         Reporting Persons nominated two persons to be elected by holders of the
         Company's Common Stock as members of the Issuer's board of directors at
         the Issuer's 2004 Annual Meeting of Stockholders, the date, time and
         place of which has not been noticed by the Issuer. The Reporting
         Person's slate consists of one individual, Kevin Aoki, that is
         affiliated with the Reporting Person, as a trustee of the Trust, and
         the Issuer, as an officer and director, and one individual, Lewis
         Jaffe, that is not affiliated with either the Reporting Persons or the
         Issuer. Kevin Aoki currently serves as a director of the Issuer whose
         term expires at the Issuer's 2004 Annual Meeting of Stockholders.
         Because the Issuer has not notified its stockholders of its nominees
         for election as directors at the 2004 Annual Meeting of Stockholders,
         the Reporting Persons do not know whether Kevin Aoki will be nominated
         for reelection by the holders of the Issuer's Common Stock at the 2004
         Annual Meeting of Stockholders or whether Lewis Jaffe will be nominated
         for election by such stockholders at such meeting. Accordingly, in
         order to protect their rights under the Issuer's bylaws to nominate
         directors for election by the holders of the Issuer's Common Stock, the
         Reporting Persons provided to the Issuer the notice referred to above.


         On July 2, 2004, Benihana of Tokyo, Inc. commenced an action styled
         BENIHANA OF TOKYO, INC. V. BENIHANA INC., ET AL. in the Court of
         Chancery of the State of Delaware against the Issuer, members of the
         Issuer's Board of Directors and BFC Financial Corporation ("BFC"). The
         action seeks temporary and permanent injunctive relief, and unspecified
         monetary damages and recovery of costs and expenses, in connection with
         the Issuer's recent closing of a $20,000,000 sale of a new class of
         convertible preferred stock of the Issuer to BFC. John E. Abdo, a
         director of the Issuer, serves as a Vice Chairman, director, and is a
         significant shareholder of BFC. The action seeks to, among other relief
         sought, declare the sale void AB INITIO as ULTRA VIRES, enjoin BFC from
         voting any shares obtained through the sale, and rescind the sale of
         preferred stock to BFC.


         The Reporting Persons intend to monitor and evaluate their investment
         in the Issuer on a continuing basis. Except as set forth above, the
         Reporting Persons currently have no plans or proposals that relate to
         or would result in any of the matters referred to in paragraphs (a)
         through (j), of Item 4 of Schedule 13D. The Reporting Persons, however,
         may at any time and from time to time, review or reconsider their
         position with respect to any of such matters. The Reporting Persons
         retain the right to change their investment intent, make further
         acquisitions of shares of the Issuer's common stock from one or more
         sellers in the open market or otherwise and/or dispose of all or a
         portion of their shares of common stock in the open market or
         otherwise.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.

(1)(a)   Number of shares beneficially owned by Trust U/A June 8, 1998, between
         Rocky H. Aoki, as Grantor, and Kevin Aoki, Kana Aoki Nootenboom f/k/a
         Kana Grace Aoki, Kyle Aoki and Darwin C. Dornbush, as Trustees:

                  1,535,668 (50.9%* of the Common Stock)

(1)(b)   Number of shares as to which such person has:

         (i)      Sole power to vote or to direct the vote:

                  None
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 6 of 23
--------------------------------------------------------------------------------


         (ii)     Shared power to vote or to direct the vote:

                  1,535,668

         (iii)    Sole power to dispose or to direct the disposition of:

                  None

         (iv)     Shared power to dispose or to direct the disposition of:

                  1,535,668

(1)(c)   Trust U/A June 8, 1998, between Rocky H. Aoki, as Grantor, and Kevin
         Aoki, Kana Aoki Nootenboom f/k/a Kana Grace Aoki, Kyle Aoki and Darwin
         C. Dornbush, as Trustees, has not engaged in any transactions in the
         common stock during the past 60 days, except as described herein.

(1)(d)   No other person has the right to receive or the power to direct the
         receipt of dividends from, or the proceeds from the sale of, the common
         stock.

*    Based on the number of shares outstanding as of June 7, 2004 as set forth
     in the Issuer's Form 10-K/A filed with the Securities and Exchange
     Commission on July 26, 2004.

(2)(a)   Number of shares beneficially owned by Benihana of Tokyo, Inc.:

                  1,535,668 (50.9%* of the Common Stock)

 (2)(b)  Number of Shares as to which such person has:

         (i)      Sole power to vote or to direct the vote:

                  None

         (ii)     Shared power to vote or o direct the vote:

                  1,535,668

         (iii)    Sole power to dispose or to direct the disposition of:

                  None

         (iv)     Shared power to dispose or to direct the disposition of:

                  1,535,668

(2)(c)   Benihana of Tokyo, Inc. has not engaged in any transactions in the
         common stock during the past 60 days, except as disclosed herein.

(2)(d)   No other person has the right to receive or the power to direct the
         receipt of dividends from, or the proceeds from the sale of, the common
         stock.

**   Based on the number of shares outstanding as of June 7, 2004 as set forth
     in the Issuer's Form 10-K/A filed with the Securities and Exchange
     Commission on July 26, 2004.
<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 7 of 23
--------------------------------------------------------------------------------


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         Exhibit 1 - Director Nomination Letter from Benihana of Tokyo to Issuer
         dated June 30, 2004.

         Exhibit 2 - Joint Filing Agreement among Trust U/A June 8, 1998,
         between Rocky H. Aoki, as Grantor, and Kevin Aoki, Kana Aoki Nootenboom
         f/k/a Kana Grace Aoki, Kyle Aoki and Darwin C. Dornbush, as Trustees;
         and Benihana of Tokyo, Inc.




<PAGE>


--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 8 of 23
--------------------------------------------------------------------------------



                                   SIGNATURES

         After reasonable inquiry and to the best of the knowledge and belief,
each of the undersigned persons certifies that the information set forth in this
statement is true, complete and correct.

Dated:  August 4, 2004.



                                       TRUST U/A JUNE 8, 1998 BETWEEN ROCKY H.
                                       AOKI, AS GRANTOR, AND KEVIN AOKI, KANA
                                       AOKI NOOTENBOOM F/K/A KANA GRACE AOKI,
                                       KYLE AOKI AND DARWIN C. DORNBUSH, AS
                                       TRUSTEES


                                       By: /s/ KANA AOKI NOOTENBOOM
                                          ------------------------------------
                                       Name:  Kana Aoki Nootenboom
                                       Title: Trustee


                                       BENIHANA OF TOKYO, INC.



                                       By: /s/ KANA AOKI NOOTENBOOM
                                          ------------------------------------
                                       Name:  Kana Aoki Nootenboom
                                       Title: Director






<PAGE>


--------------------------------------------------------------------------------
CUSIP No. 082047101                                                Page 9 of 23
--------------------------------------------------------------------------------



                                   APPENDIX A


                           IDENTITY AND BACKGROUND OF
                        DIRECTORS AND EXECUTIVE OFFICERS
                    OF BENIHANA OF TOKYO, INC. AND THE TRUST
<TABLE>
<CAPTION>

NAME AND POSITION                                             PRESENT OCCUPATION OR EMPLOYMENT
WITH BENIHANA OF TOKYO, INC.                                  AND BUSINESS ADDRESS
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
Kana Aoki Nootenboom,                                        Vice-President and Director of Benihana of Tokyo, Inc.
Vice-President and Director
                                                             232 East 63rd Street, New York, New York 10021
------------------------------------------------------------ ---------------------------------------------------------
Bruce W. Papps,                                              Financial Advisor, Papps Capital Group, Inc.
Director
                                                             67 Wall Street, Suite 2211, New York, New York 10005
------------------------------------------------------------ ---------------------------------------------------------
Kenneth Podziba,*                                            Commissioner, The New York City Sports Commission
Director
                                                             2 Washington Square, 15th Floor, New York, New York
                                                             10004

*Kenneth Podziba, while not a trustee of the Trust, serves as a delegee of the
 Trust with respect to matters relating to the litigation described in Item 4
 of this Schedule 13D.

------------------------------------------------------------ ---------------------------------------------------------
Naomi H. Matsunaga,                                          Secretary and Treasurer of Benihana of Tokyo, Inc.
Secretary/Treasurer
                                                             232 East 63rd Street, New York, New York 10021
------------------------------------------------------------ ---------------------------------------------------------

NAME AND POSITION                                            PRESENT OCCUPATION OR EMPLOYMENT
WITH THE TRUST                                               AND BUSINESS ADDRESS
------------------------------------------------------------ ---------------------------------------------------------
Kana Aoki Nootenboom,                                        Vice-President and Director of Benihana of Tokyo, Inc.
Trustee
                                                             232 East 63rd Street, New York, New York 10021
------------------------------------------------------------ ---------------------------------------------------------
Kevin Aoki,                                                  Vice-President, Marketing and Director of Benihana, Inc.
Trustee
                                                             8685 Northwest 53rd Terrace, Miami, Florida 33166
------------------------------------------------------------ ---------------------------------------------------------
Kyle Aoki,                                                   Marketing Coordinator for Benihana, Inc.
Trustee
                                                             8685 Northwest 53rd Terrace, Miami, Florida 33166
------------------------------------------------------------ ---------------------------------------------------------
Darwin C. Dornbush,                                          Partner, Dornbush Schaeffer Mandeltam & Weinstein, LLP
Trustee**                                                             747 Third Avenue, New York, New York 10017

**   Darwin C. Dornbush has indicated his intent to resign as trustee subject to
     the performance of an accounting.
</TABLE>


<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 10 of 23
--------------------------------------------------------------------------------



                                    EXHIBIT 1



                             Benihana of Tokyo, Inc.
                              232 East 63rd Street
                            New York, New York 10021



July 30, 2004

Benihana Inc.
8685 Northwest 53rd Terrace
Miami, Florida  33166
Attn: Secretary

         RE: Advance Notification of Stockholder Nominations

Dear Secretary,

         As a stockholder of Benihana Inc., a Delaware corporation (the
"Corporation"), Benihana of Tokyo, Inc. (the "Stockholder") hereby nominates
each of Kevin Aoki and Lewis Jaffe (the "Nominees") for election at the
Corporation's 2004 Annual Stockholders Meeting to be held on September 8, 2004
or at any adjournments or postponements thereof and to serve as Class III
directors of the Corporation's Board of Directors to be elected by the holders
of the Corporation's Common Stock, par value $.10 per share, for a three-year
term expiring at the Corporation's 2007 Annual Meeting of Stockholders and until
each of their successors is duly elected and qualified. This nomination is being
delivered pursuant to Article III, Section 1, of the Bylaws of the Corporation.
Listed below is the information for the Stockholder and each nominee required by
Article III, Section 1, of the Bylaws of the Corporation.

STOCKHOLDER

(I) THE NAME AND ADDRESS, AS THEY APPEAR ON THE CORPORATION'S BOOKS:

Benihana of Tokyo, Inc.

c/o Dornbush, Mensch, Mandelstam & Schaeffer LLP
747 Third Avenue
New York, New York 10017
Attn: Darwin Dornbush
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 11 of 23
--------------------------------------------------------------------------------


(II) THE PRINCIPAL BUSINESS ADDRESS OF STOCKHOLDER. The principal business
address of Stockholder is located at 232 East 63rd Street, New York, New York
10021.

(III) THE CLASS AND NUMBER OF SHARES OF THE CORPORATION BENEFICIALLY OWNED:

------------------ --------------------- ----------------------- -------------
CLASS              NUMBER OF SHARES      NATURE OF OWNERSHIP     PERCENTAGE
                                                                 OWNERSHIP*
------------------ --------------------- ----------------------- -------------
Common Stock       1,535,668             Directly                50.9%
------------------ --------------------- ----------------------- -------------
Class A            1,652,422**           Directly                21.5%
Common Stock
------------------ --------------------- ----------------------- -------------

*    Based on the number of shares outstanding as of June 7, 2004 as set forth
     in the Corporation's Form 10-K/A filed with the Securities and Exchange
     Commission on July 26, 2004.

**   1,535,668 shares of which are issuable upon conversion of Common Stock.

(IV) STOCKHOLDER ANTICIPATES ENGAGING A THIRD PARTY TO SOLICIT PROXIES IN
RELATION TO THE ELECTION OF THE CORPORATION'S DIRECTORS. STOCKHOLDER CANNOT AT
THIS TIME ESTIMATE THE COST OF THE SOLICITATION. STOCKHOLDER WILL BEAR THE COST
OF THE SOLICITATION.

KEVIN AOKI

(I) THE NAME, AGE, BUSINESS ADDRESS, AND RESIDENCE ADDRESS:

Kevin Aoki, Age 36
Business Address: 8685 Northwest 53rd Terrace, Miami, Florida  33166
Residence Address: 5670 Northwest 115th Avenue Apt. 209, Miami, Florida 33178

(II) THE PRINCIPAL OCCUPATION OR EMPLOYMENT:

Kevin Aoki is Vice President-Marketing and a Director of the Corporation.


<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 12 of 23
--------------------------------------------------------------------------------


(III) THE CLASS AND NUMBER OF SHARES OF THE CORPORATION BENEFICIALLY OWNED:


<TABLE>
<CAPTION>
----------------------- ----------------- -------------------------------------------------------------- -----------------
CLASS                   NUMBER OF SHARES  NATURE OF OWNERSHIP                                            PERCENTAGE
                                                                                                         OWNERSHIP*
----------------------- ----------------- -------------------------------------------------------------- -----------------
<S>                     <C>               <C>                                                            <C>
Common Stock            1,535,668         Owned by Stockholder, which is wholly owned by a trust of 50.9%
                                          which Kevin Aoki is a trustee and beneficiary.
----------------------- ----------------- -------------------------------------------------------------- -----------------
Common Stock            50                Directly                                                       0
----------------------- ----------------- -------------------------------------------------------------- -----------------
Class A                 98,678            Directly. Includes 97,750 options that are presently 1.6%
Common Stock                              exercisable.
----------------------- ----------------- -------------------------------------------------------------- -----------------
Class A Common Stock    1,652,422**       Owned by Stockholder, which is wholly owned by a trust of 21.5%
                                          which Kevin Aoki is a trustee and beneficiary.
----------------------- ----------------- -------------------------------------------------------------- -----------------
</TABLE>

*    Based on the number of shares outstanding as of June 7, 2004 as set forth
     in the Corporation's Form 10-K/A filed with the Securities and Exchange
     Commission on July 26, 2004.

**   1,535,668 shares of which are issuable upon conversion of Common Stock.

(IV) ANY OTHER INFORMATION RELATING TO THE NOMINEE THAT IS REQUIRED TO BE
DISCLOSED IN THE SOLICITATION OF PROXIES FOR ELECTION OF DIRECTORS, OR IS
OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO REGULATION 14A UNDER THE EXCHANGE
ACT:

         (A) ANY MATERIAL PROCEEDINGS TO WHICH ANY DIRECTOR IS A PARTY ADVERSE
         TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES OR HAS A MATERIAL
         INTEREST ADVERSE TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES:

         On July 2, 2004, Stockholder, a corporation all of the shares of which
         are owned by a trust, of which Kevin Aoki is one of the trustees and a
         beneficiary, commenced an action styled BENIHANA OF TOKYO, INC. V.
         BENIHANA INC., ET AL. in the Court of Chancery of the State of Delaware
         against the Corporation, members of the Corporation's Board of
         Directors and BFC Financial Corporation.

         (B) NAME AND AGE OF THE NOMINEE:

         Kevin Aoki; Age 36

         (C) INDICATE ALL POSITIONS AND OFFICES WITH THE CORPORATION HELD BY THE
         NOMINEE:

         Kevin 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, Inc., the originator of the
         Benihana concept and a principal shareholder of the Corporation.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 13 of 23
--------------------------------------------------------------------------------


         (D) STATE THE TERM OF OFFICE AS A DIRECTOR AND ANY PERIOD DURING WHICH
         THE NOMINEE HAS SERVED AS SUCH:

         Kevin Aoki has served as a director of the Corporation since 1998. His
         term expires in 2004.

         (E) DESCRIBE BRIEFLY ANY ARRANGEMENT OR UNDERSTANDING BETWEEN THE
         NOMINEE AND THE PERSON NOMINATING THE NOMINEE PURSUANT TO WHICH THE
         NOMINEE IS TO BE SELECTED AS A NOMINEE OR DIRECTOR:

         None.

         (F) CONSENT OF THE NOMINEE TO BE NAMED AS SUCH AND ACT AS A DIRECTOR IF
         ELECTED:

         The undersigned hereby accepts the foregoing nomination to be a member
         of the board of directors of the Corporation. I will serve in such
         capacity and am eligible to serve in such capacity if elected.

                                            /s/ KEVIN AOKI
                                            ----------------------------------
                                            Kevin Aoki

         (G) STATE THE NATURE OF ANY FAMILY RELATIONSHIPS BETWEEN THE NOMINEE
         AND ANY DIRECTOR, EXECUTIVE OFFICER OR OTHER NOMINEE:

         Kevin Aoki is currently a director of the Corporation. Kevin Aoki is
         the son of Rocky H. Aoki, the founder of the Corporation.

         (H) BRIEFLY DESCRIBE THE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
         OF THE NOMINEE:

         Kevin 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 the Stockholder. From 1993 through 1996, Kevin
         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. Kevin Aoki is the son of Rocky H. Aoki, the founder of the
         Corporation.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 14 of 23
--------------------------------------------------------------------------------


         (I) BRIEFLY DESCRIBE ANY ARRANGEMENT WITH RESPECT TO FUTURE EMPLOYMENT
         BY THE CORPORATION OR ITS AFFILIATES OR ANY FUTURE TRANSACTIONS TO
         WHICH THE CORPORATION OR ITS AFFILIATES WILL BE PARTY.

         Pursuant to the terms of an Employment Agreement entered into as of
         September 1, 2003, Kevin Aoki, Vice President of Marketing, is employed
         at an annual salary of $132,500. The agreement expires August 31, 2006.
         Kevin Aoki is prohibited from competing with the Corporation for a
         period of one year following certain terminations of employment.


         (J) INDICATE ANY OTHER DIRECTORSHIPS HELD BY THE NOMINEE IN A COMPANY
         WITH A CLASS OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
         EXCHANGE ACT OR SUBJECT TO THE REQUIREMENTS OF SECTION 15(D) OF THE
         EXCHANGE ACT OR ANY REGISTERED INVESTMENT COMPANY:

         None.

         (K) DESCRIBE THE NOMINEE'S INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
         DURING THE PAST FIVE YEARS WHICH IS MATERIAL TO THE EVALUATION OF THE
         ABILITY OR INTEGRITY OF THE NOMINEE.

         None.

         (L) DESCRIBE ANY TRANSACTION SINCE THE BEGINNING OF THE CORPORATION'S
         LAST FISCAL YEAR, OR ANY CURRENTLY PROPOSED TRANSACTION, TO WHICH THE
         CORPORATION OR ANY OF ITS SUBSIDIARIES WAS OR IS TO BE A PARTY, IN
         WHICH THE AMOUNT INVOLVED EXCEEDS $60,000 AND IN WHICH A DIRECTOR OR
         HIS IMMEDIATE FAMILY MEMBER WILL HAVE A DIRECT OR INDIRECT MATERIAL
         INTEREST. INDICATE SUCH PERSON'S RELATIONSHIP TO THE CORPORATION, THE
         NATURE OF SUCH PERSON'S INTEREST IN THE TRANSACTION, THE AMOUNT OF SUCH
         TRANSACTION AND, WHERE POSSIBLE, THE AMOUNT OF SUCH PERSON'S INTEREST
         IN THE TRANSACTION.

         The Stockholder owns shares having the right to cast approximately
         50.9% of the votes eligible to be cast by the Corporation's Common
         Stock, which class elects 75% of the members of the Corporation's Board
         of Directors. A trust of which Kevin Aoki is one of the trustees and a
         beneficiary, is the owner of all of the Stockholder's capital stock.

         The Stockholder 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. The Corporation also
         granted to the Stockholder 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. The
         Corporation has a right of first refusal to purchase any Hawaiian
         restaurant or any joint venture or sublicensing thereof proposed to be
         made by the Stockholder 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, the Corporation will be
         entitled to receive royalties from such restaurant equal to 6% of gross
         revenues.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 15 of 23
--------------------------------------------------------------------------------


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

         (M) IF THE PERSON OR A MEMBER OF HIS IMMEDIATE FAMILY OR ANY
         CORPORATION OR ORGANIZATION OF WHICH THE NOMINEE IS AN EXECUTIVE
         OFFICER OR PARTNER OR IS, DIRECTLY OR INDIRECTLY, THE BENEFICIAL OWNER
         OF 10 PERCENT OR MORE OF ANY CLASS OF EQUITY SECURITIES, WAS INDEBTED
         TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES AT ANY TIME SINCE THE
         BEGINNING OF THE CORPORATION'S LAST FISCAL YEAR IN AN AMOUNT IN EXCESS
         OF $60,000, INDICATE THE PERSON'S NAME, THE NATURE OF SUCH PERSON'S
         RELATIONSHIP BY REASON OF WHICH SUCH PERSON'S INDEBTEDNESS IS REQUIRED
         TO BE DESCRIBED, THE LARGEST AGGREGATE AMOUNT OF INDEBTEDNESS
         OUTSTANDING AT ANY TIME DURING SUCH PERIOD, THE NATURE OF THE
         INDEBTEDNESS AND OF THE TRANSACTION IN WHICH IT WAS INCURRED, THE
         AMOUNT THEREOF OUTSTANDING AS OF THE LATEST PRACTICABLE DATE AND THE
         RATE OF INTEREST PAID OF CHARGED THEREON.

         None to the knowledge of Kevin Aoki.

         (N) IF THE NOMINEE IS AN EXECUTIVE OFFICER OR BENEFICIALLY OWNS MORE
         THAN 10 PERCENT OF A COMPANY THAT HAS A CERTAIN BUSINESS RELATIONSHIP
         WITH THE CORPORATION, DESCRIBE SUCH BUSINESS RELATIONSHIP.

         The Stockholder owns shares having the right to cast approximately
         50.9% of the votes eligible to be cast by the Corporation's Common
         Stock, which class elects 75% of the members of the Corporation's Board
         of Directors. A trust of which Kevin Aoki is one of the trustees and a
         beneficiary, is the owner of all of the Stockholder's capital stock.

         The Stockholder 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. The Corporation also
         granted to the Stockholder 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. The
         Corporation has a right of first refusal to purchase any Hawaiian
         restaurant or any joint venture or sublicensing thereof proposed to be
         made by the Stockholder 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, the Corporation will be
         entitled to receive royalties from such restaurant equal to 6% of gross
         revenues.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 16 of 23
--------------------------------------------------------------------------------


         (O) IF THE NOMINEE WAS AN EXECUTIVE OFFICER OF THE CORPORATION DURING
         THE PREVIOUS FISCAL YEAR, PROVIDE THE EXECUTIVE OFFICER'S COMPENSATION
         FOR THE LAST FISCAL YEAR. ALSO PROVIDE INFORMATION REGARDING THE
         EXECUTIVE OFFICER'S OPTION AND SAR GRANTS AND EXERCISES, LONG TERM
         INCENTIVE GRANTS, AND ANY OPTIONS AND SARS REPRICING DURING THE LAST
         FISCAL YEAR. IF THE NOMINEE WAS PARTY TO AN EMPLOYMENT CONTRACT WITH
         THE CORPORATION, DESCRIBE THE MATERIAL TERMS OF THE CONTRACT AND
         DESCRIBE ANY CHANGE-IN-CONTROL ARRANGEMENTS.

         Compensation:

--------------------- ---------------------- ------------------ ---------------
YEAR                  SALARY                 BONUS              OPTIONS
--------------------- ---------------------- ------------------ ---------------
2004                  137,554                28,666             --
--------------------- ---------------------- ------------------ ---------------
2003                  131,923                34,000             34,500
--------------------- ---------------------- ------------------ ---------------
2002                  129,567                42,000             23,000
--------------------- ---------------------- ------------------ ---------------


Aggregate Option Exercise in Fiscal 2004 and Fiscal Year End Option Values:

<TABLE>
<CAPTION>

----------------- ------------- ------------------------------------------- -----------------------------------------
Shares Acquired      Value       Number of Unexercised Options at 3/30/04      Value of Unexercised in the Money
  on Exercise       Realized                                                           Options at 3/30/04
----------------- ------------- ------------------------------------------- -----------------------------------------
                                Exercisable         Non-exercisable         Exercisable        Non-exercisable
----------------- ------------- ------------------- ----------------------- ------------------ ----------------------
<S>                    <C>            <C>                     <C>                <C>                     <C>
       0               0              97,750                  0                  439,773                 0
----------------- ------------- ------------------- ----------------------- ------------------ ----------------------
</TABLE>


         (P) IF THE NOMINEE WAS A DIRECTOR OF THE CORPORATION DURING THE
         PREVIOUS FISCAL YEAR, PROVIDE A DESCRIPTION OF THE DIRECTOR
         COMPENSATION:

         Kevin Aoki received no additional compensation for serving as a
         director other than as disclosed in section (o) above.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 17 of 23
--------------------------------------------------------------------------------


         (Q) STATE WITH RESPECT TO ALL SECURITIES OF THE CORPORATION PURCHASED
         OR SOLD WITHIN THE PAST TWO YEARS, THE DATES ON WHICH THEY WERE
         PURCHASED OR SOLD AND THE AMOUNT PURCHASED OR SOLD ON EACH SUCH DATE:

         See Exhibit A hereto.

         (R) STATE WHETHER OR NOT THE NOMINEE IS, OR WAS WITHIN THE PAST YEAR, A
         PARTY TO ANY CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH ANY PERSON
         WITH RESPECT TO ANY SECURITIES OF THE CORPORATION, INCLUDING, BUT NOT
         LIMITED TO, JOINT VENTURES, LOAN OR OPTION ARRANGEMENTS, PUTS OR CALLS,
         GUARANTEES AGAINST LOSS OR GUARANTIES OF PROFIT, DIVISION OF LOSSES OR
         PROFITS, OR THE GIVING OR WITHHOLDING OF PROXIES.

         Kevin Aoki, an officer and director of the Corporation, has received
         options to purchase the Corporation's equity securities pursuant to the
         Corporation's equity compensation plans, or otherwise, and may be party
         to various agreements with respect thereto. Stockholder was a party to
         that certain Voting Trust Agreement U/A dated as of February 2, 1983,
         among Rocky H. Aoki, as Grantor, Rocky H. Aoki, Katsu Aoki and Darwin
         C. Dornbush, as Trustees, and Stockholder. A trust of which Kevin Aoki
         is one of the trustees and a beneficiary, is the owner of all of the
         Stockholder's capital stock.

         (S) STATE WHETHER OR NOT, DURING THE PAST 10 YEARS, THE NOMINEE HAS
         BEEN CONVICTED IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS
         AND SIMILAR MISDEMEANORS).

         None.

LEWIS JAFFE

(I) THE NAME, AGE, BUSINESS ADDRESS, AND RESIDENCE ADDRESS:

Lewis Jaffe, Age 47
Business Address: Same as residence
Residence Address: 47 Gerald Road, Marblehead, MA 01945

(II) THE PRINCIPAL OCCUPATION OR EMPLOYMENT:

Mr. Jaffe is a public speaker and provides consulting services on a variety of
topics, including leadership, management turnaround, corporate governance,
investment banking, and mergers and acquisitions.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 18 of 23
--------------------------------------------------------------------------------


(III) THE CLASS AND NUMBER OF SHARES OF THE CORPORATION BENEFICIALLY OWNED:

------------------------ ---------------------- -------------------------------
CLASS                    NUMBER OF SHARES       NATURE OF OWNERSHIP
------------------------ ---------------------- -------------------------------
Common Stock                       0
------------------------ ---------------------- -------------------------------


(IV) ANY OTHER INFORMATION RELATING TO THE NOMINEE THAT IS REQUIRED TO BE
DISCLOSED IN THE SOLICITATION OF PROXIES FOR ELECTION OF DIRECTORS, OR IS
OTHERWISE REQUIRED, IN EACH CASE PURSUANT TO REGULATION 14A UNDER THE EXCHANGE
ACT:

         (A) ANY MATERIAL PROCEEDINGS TO WHICH ANY DIRECTOR IS A PARTY ADVERSE
         TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES OR HAS A MATERIAL
         INTEREST ADVERSE TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES:

         None.

         (B) NAME AND AGE OF THE NOMINEE:

         Lewis Jaffe, Age 47

         (C) INDICATE ALL POSITIONS AND OFFICES WITH THE CORPORATION HELD BY THE
         NOMINEE:

         None.

         (D) STATE THE TERM OF OFFICE AS A DIRECTOR AND ANY PERIOD DURING WHICH
         THE NOMINEE HAS SERVED AS SUCH:

         None.

         (E) DESCRIBE BRIEFLY ANY ARRANGEMENT OR UNDERSTANDING BETWEEN THE
         NOMINEE AND THE PERSON NOMINATING THE NOMINEE PURSUANT TO WHICH THE
         NOMINEE IS TO BE SELECTED AS A NOMINEE OR DIRECTOR:

         None.

         (F) CONSENT OF THE NOMINEE TO BE NAMED AS SUCH AND ACT AS A DIRECTOR IF
         ELECTED:

         The undersigned hereby accepts the foregoing nomination to be a member
         of the board of directors of the Corporation. I will serve in such
         capacity and am eligible to serve in such capacity if elected.


                                            /s/ LEWIS JAFFE
                                            ----------------------------------
                                            Lewis Jaffe


<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 19 of 23
--------------------------------------------------------------------------------


         (G) STATE THE NATURE OF ANY FAMILY RELATIONSHIPS BETWEEN THE NOMINEE
         AND ANY DIRECTOR, EXECUTIVE OFFICER OR OTHER NOMINEE:

         None.

         (H) BRIEFLY DESCRIBE THE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
         OF THE NOMINEE:

         Mr. Jaffe served as the interim President of Glowpoint, Inc., a
         Nasdaq-listed video products and services company, from April 2002
         until August 2002. Since August 2002, Mr. Jaffe has been self employed
         as a public speaker and consultant. From July 2002 to July 2003, Mr.
         Jaffe was an independent consultant to Glowpoint. From June 2000 to
         March 2002, Mr. Jaffe served as President and Chief Operating Officer
         of PictureTel Corporation, a Nasdaq-listed videoconferencing company.
         From September 1998 to June 2000, Mr. Jaffe was a managing director in
         the Boston office of Arthur Andersen LLP in the global finance
         practice. From January 1997 to March 1998, Mr. Jaffe was the President
         of C Systems, LLC, a designer and manufacturer of mobile military
         shelters, housing, communication, radar and missile launch systems. He
         served as a member of the Board of Directors for Glowpoint from
         September 2001 to July 2003, and currently serves on the Board of
         Directors of Media 100 Inc., Travizon Inc., Pixion, Inc., and
         Turnaround Management Association of New England.

         (I) BRIEFLY DESCRIBE ANY ARRANGEMENT WITH RESPECT TO FUTURE EMPLOYMENT
         BY THE CORPORATION OR ITS AFFILIATES OR ANY FUTURE TRANSACTIONS TO
         WHICH THE CORPORATION OR ITS AFFILIATES WILL BE PARTY.

         None.

         (J) INDICATE ANY OTHER DIRECTORSHIPS HELD BY THE NOMINEE IN A COMPANY
         WITH A CLASS OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
         EXCHANGE ACT OR SUBJECT TO THE REQUIREMENTS OF SECTION 15(D) OF THE
         EXCHANGE ACT OR ANY REGISTERED INVESTMENT COMPANY:

         Media 100 Inc.

          (K) DESCRIBE THE NOMINEES INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
         DURING THE PAST FIVE YEARS WHICH IS MATERIAL TO THE EVALUATION OF THE
         ABILITY OR INTEGRITY OF THE NOMINEE.

         None.

         (L) DESCRIBE ANY TRANSACTION SINCE THE BEGINNING OF THE CORPORATION'S
         LAST FISCAL YEAR, OR ANY CURRENTLY PROPOSED TRANSACTION, TO WHICH THE
         CORPORATION OR ANY OF ITS SUBSIDIARIES WAS OR IS TO BE A PARTY, IN
         WHICH THE AMOUNT INVOLVED EXCEEDS $60,000 AND IN WHICH A DIRECTOR OR
         HIS IMMEDIATE FAMILY MEMBER WILL HAVE A DIRECT OR INDIRECT MATERIAL
         INTEREST. INDICATE SUCH PERSON'S RELATIONSHIP TO THE CORPORATION, THE
         NATURE OF SUCH PERSON'S INTEREST IN THE TRANSACTION, THE AMOUNT OF SUCH
         TRANSACTION AND, WHERE POSSIBLY, THE AMOUNT OF SUCH PERSON'S INTEREST
         IN THE TRANSACTION.

         None.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 20 of 23
--------------------------------------------------------------------------------


         (M) IF THE PERSON OR A MEMBER OF HIS IMMEDIATE FAMILY OR ANY
         CORPORATION OR ORGANIZATION OF WHICH THE NOMINEE IS AN EXECUTIVE
         OFFICER OR PARTNER OR IS, DIRECTLY OR INDIRECTLY, THE BENEFICIAL OWNER
         OF 10 PERCENT OR MORE OF ANY CLASS OF EQUITY SECURITIES, WAS INDEBTED
         TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES AT ANY TIME SINCE THE
         BEGINNING OF THE CORPORATION'S LAST FISCAL YEAR IN AN AMOUNT IN EXCESS
         OF $60,000, INDICATE THE PERSON'S NAME, THE NATURE OF SUCH PERSON'S
         RELATIONSHIP BY REASON OF WHICH SUCH PERSON'S INDEBTEDNESS IS REQUIRED
         TO BE DESCRIBED, THE LARGEST AGGREGATE AMOUNT OF INDEBTEDNESS
         OUTSTANDING AT ANY TIME DURING SUCH PERIOD, THE NATURE OF THE
         INDEBTEDNESS AND OF THE TRANSACTION IN WHICH IT WAS INCURRED, THE
         AMOUNT THEREOF OUTSTANDING AS OF THE LATEST PRACTICABLE DATE AND THE
         RATE OF INTEREST PAID OF CHARGED THEREON.

         None.

         (N) IF THE NOMINEE IS AN EXECUTIVE OFFICER OR BENEFICIALLY OWNS MORE
         THAN 10 PERCENT OF A COMPANY THAT HAS A CERTAIN BUSINESS RELATIONSHIP
         WITH THE CORPORATION, DESCRIBE SUCH BUSINESS RELATIONSHIP.

         None.

         (O) IF THE NOMINEE WAS AN EXECUTIVE OFFICER OF THE CORPORATION DURING
         THE PREVIOUS FISCAL YEAR, PROVIDE THE EXECUTIVE OFFICER'S COMPENSATION
         FOR THE LAST FISCAL YEAR. ALSO PROVIDE INFORMATION REGARDING THE
         EXECUTIVE OFFICER'S OPTION AND SAR GRANTS AND EXERCISES, LONG TERM
         INCENTIVE GRANTS, AND ANY OPTIONS AND SARS REPRICING DURING THE LAST
         FISCAL YEAR. IF THE NOMINEE WAS PARTY TO AN EMPLOYMENT CONTRACT WITH
         THE CORPORATION, DESCRIBE THE MATERIAL TERMS OF THE CONTRACT AND
         DESCRIBE ANY CHANGE-IN-CONTROL ARRANGEMENTS.

         N/A.

         Option Grants in Fiscal 2004:

         N/A.

         Aggregate Option Exercise in Fiscal 2004 and Fiscal Year End Option
         Values:

         N/A.
<PAGE>
--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 21 of 23
--------------------------------------------------------------------------------


         (P) IF THE NOMINEE WAS A DIRECTOR OF THE CORPORATION DURING THE
         PREVIOUS FISCAL YEAR, PROVIDE A DESCRIPTION OF THE DIRECTOR
         COMPENSATION:

         N/A.

         (Q) STATE WITH RESPECT TO ALL SECURITIES OF THE CORPORATION PURCHASED
         OR SOLD WITHIN THE PAST TWO YEARS, THE DATES ON WHICH THEY WERE
         PURCHASED OR SOLD AND THE AMOUNT PURCHASED OR SOLD ON EACH SUCH DATE:

         None.

         (R) STATE WHETHER OR NOT THE NOMINEE IS, OR WAS WITHIN THE PAST YEAR, A
         PARTY TO ANY CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH ANY PERSON
         WITH RESPECT TO ANY SECURITIES OF THE CORPORATION, INCLUDING, BUT NOT
         LIMITED TO, JOINT VENTURES, LOAN OR OPTION ARRANGEMENTS, PUTS OR CALLS,
         GUARANTEES AGAINST LOSS OR GUARANTIES OF PROFIT, DIVISION OF LOSSES OR
         PROFITS, OR THE GIVING OR WITHHOLDING OF PROXIES.

         N/A

         (S) STATE WHETHER OR NOT, DURING THE PAST 10 YEARS, THE NOMINEE HAS
         BEEN CONVICTED IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS
         AND SIMILAR MISDEMEANORS).

         None.

                                      * * *

         Should you have questions about this notice or any information
contained herein, please contact Rodney H. Bell, Esq. of Holland & Knight LLP,
701 Brickell Avenue, Suite 3000, Miami, FL 33131, (305) 374-8500.



Benihana of Tokyo, Inc.


By: /s/ KANA AOKI NOOTENBOOM
--------------------------------
Its: Director



<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 22 of 23
--------------------------------------------------------------------------------


                                    EXHIBIT A



Statements of Changes in Beneficial Ownership showing purchases and sales of the
Corporation by Kevin Aoki within the past two years, including the dates on
which they were purchased or sold and the amount purchased and sold on such
dates can be found on WWW.SEC.GOV and are incorporated by reference herein.





<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 082047101                                               Page 23 of 23
--------------------------------------------------------------------------------


                                    EXHIBIT 2

                             Joint Filing Agreement

         In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Schedule 13D. This Joint Filing Agreement shall be included as
an exhibit to such joint filing. In evidence thereof, each of the undersigned
being duly authorized, hereby execute this Agreement this 4th day of August,
2004.



                                         TRUST U/A JUNE 8, 1998 BETWEEN ROCKY H.
                                         AOKI, AS GRANTOR, AND KEVIN AOKI, KANA
                                         AOKI NOOTENBOOM F/K/A KANA GRACE AOKI,
                                         KYLE AOKI AND DARWIN C. DORNBUSH, AS
                                         TRUSTEES


                                         By: /s/ KANA AOKI NOOTENBOOM
                                             ---------------------------------
                                         Name:  Kana Aoki Nootenboom
                                         Title: Trustee


                                         BENIHANA OF TOKYO, INC.



                                         By: /s/ KANA AOKI NOOTENBOOM
                                             ---------------------------------
                                         Name:  Kana Aoki Nootenboom
                                         Title: Director




</TEXT>
</DOCUMENT>
</SUBMISSION>
