



Dear Shareholder:

           The other day a portfolio manager asked, "Why get excited about this
proxy fight, only one seat is at stake?" The fact is that more than one seat is
at stake! Rocky Aoki, through his children (the "Aoki Family"), who serve as
trustees of Benihana of Tokyo, Inc. ("BOT"), has forced this proxy fight to
capture control of Benihana Inc. (the "Company" or "Benihana"). Yet BOT owns
less than 18.1% of the economic value of your Company. And, they have distorted
and misrepresented many facts, and seek to mislead you in order to gain your
support.

           I URGE YOU TO RETURN THE ENCLOSED WHITE PROXY CARD SENT TO YOU BY
MANAGEMENT AUTHORIZING THE ELECTION OF YOSHIHIRO SANO.

           On the face of it, there should be no contest. Yoshihiro Sano is
experienced and knowledgeable in the restaurant business, and an investment
banker with a truly international reputation in Japan, the U.K. and the United
States. He has served the Company the past two years as an "independent"
director (as independent is defined under Rule 4200(a)(15) under the NASD
listing standards), and has provided the Company with valuable advice and
service on a number of occasions. His opponent, Lewis Jaffe, a hand picked
candidate of the Aoki Trust admittedly has no restaurant experience, has limited
knowledge, if any, of the hospitality and he has no plans for the Company. He
can be expected to back the Aoki Family in every decision the Board has to make
since he is their nominee, and he can be expected to surely put BOT's interest
first.

           I urge you, vote for Mr. Sano.  He is, hands down, the better, more
qualified and more beneficial candidate.

           This proxy fight is about control. Should all the shareholders of
Benihana Inc. control the Company, or should just BOT? BOT is ostensibly
controlled by Kyle, Kana and Kevin Aoki, Rocky Aoki's children. Control of BOT
was put in their hands following Rocky Aoki's felony conviction for insider
trading. It was necessary to do so because the state liquor authorities of
various states prohibit a convicted felon from owning or participating in the
management of such licensed enterprises.

           Until this year, none of the Aoki trustees has expressed any
disagreement with the Company's business strategies - neither Kyle, Kana Aoki
nor Kevin Aoki who is a member of management and has sat on the Board since
November 1998. Indeed, none of them, but especially Kevin Aoki, who sat in on
every discussion the Board had with regard to a recently completed Preferred
Stock financing with the publicly owned BFC Financial Corporation (which
resulted in this proxy fight), and had the opportunity to do so, opposed the
financing until recently. Once the Company had legally committed to the
Preferred Stock financing, Rocky Aoki, their father, began to forcefully express
his anger and concern over the impact of the transaction on his family's voting
control of your Company.

<PAGE>


           Management and the Board of Directors have always believed that the
potential benefits of the Preferred Stock financing for all shareholders clearly
outweighed the Aoki Family's concern for voting control. Nor would the
transaction seriously impact their voting influence, since they would still have
the right to vote approximately 38.0% of the Common shares for three-fourths of
the Company's Board seats after completion of the second tranche of the
Preferred Stock financing.

           Rocky Aoki founded Benihana, but, sad to say, the recent actions of
BOT in launching this unnecessary, divisive and expensive proxy contest to
oppose one highly qualified Director reflects the desire of Rocky Aoki's
children to assuage their father's anger. In the opinion of the Company, there
are no sound economic reasons for it.

           BUT EVEN MORE IMPORTANT AS THE REASON FOR YOU TO VOTE THE WHITE PROXY
CARD IS THAT IT WILL BE AN AFFIRMATION OF OUR COMPANY'S INTENTION TO GROW AND
PROSPER IN A MANNER THAT BENEFITS ALL SHAREHOLDERS - NOT JUST THE BENEFICIARIES
OF BOT.

o                    Yoshihiro Sano is just the type of professional,
                     knowledgeable individual we should have on the Board as a
                     committed "independent" director (as independent is defined
                     under Rule 4200(a)(15) under the NASD listing standards),
                     one who will serve ALL shareholders.

o                    The Preferred Stock financing entered into with BFC
                     Financial Corporation will enable our Company to move ahead
                     with its growth plans by adding needed equity to our
                     capital base. It will permit implementation of plans to
                     upgrade teppanyaki restaurants that after decades of
                     operations still are capable of growth, and promote
                     development of new teppanyaki restaurants with heightened
                     efficiency and reduced construction costs to improve
                     shareholders returns. And the Preferred Stock financing
                     will help assure our Company's ability to grow our highly
                     successful Haru and RA Sushi concepts.

o                    The Company has enjoyed steady revenue growth, a high
                     sustained level of profitability and expanding EBITDA,
                     despite 9/11, an economic slowdown, climbing medical and
                     workers' compensation costs, and rising commodity prices.
                     Our financial performance is among the best in our peer
                     group of casual restaurants, and customer traffic at our
                     restaurants keeps setting new records.

o                    The Company's stock price has been a superior long-term
                     investment, outperforming the broad based stock averages
                     and our peer group.

o                    Our objective is clear - to build sustained value for ALL
                     shareholders, and to do so in a highly responsible, prudent
                     manner.

<PAGE>


o                    We are committed to the highest standards of corporate
                     governance, total transparency in all transactions, and to
                     maintain the good name of the Company so that all of us -
                     shareholders, employees, customers - can be proud of our
                     Company

           BOT has announced no such plans, other than striving to force
           control over the Company. And then, who knows what! Rocky Aoki's
           talents lie in promotion, not in management, even if his felony
           conviction could be ignored - which it can't. None of the BOT
           trustees have business backgrounds, other than Kevin Aoki, whose
           primary experience is in marketing.

           And it is clear from BOT's latest communication to shareholders
           that they will resort to MISLEADING, INACCURATE and DISTORTED
           statements to further their ill-conceived, self-indulgent campaign.

                HERE ARE THE FACTS:

1.                   The Company's return on invested capital is far in excess
                     of what BOT maintains. The reason: BOT disingenuously
                     neglects the necessity to replace and replenish older,
                     worn-out assets as part of the ongoing operations of the
                     Company.

2.                   Invested capital is already generating impressive,
                     outstanding returns. Specifically, the approximately $19.8
                     million invested in our new concepts - Haru and RA
                     Sushi--has resulted in Haru contributing $714,000 in the
                     first year acquired; $1.7 million in year 2 and 3, $5.1
                     million in year 4, and $6 million last year. RA Sushi
                     contributed $938,000 in year 1 and $2.16 million last year.

3.                   Profitability in the last two years has been adversely
                     affected by factors common to all restaurant chains - 9/11,
                     soaring medical costs, and rising commodity costs,
                     especially for beef which represents 40% of our cost.

4.                   Contrary to what BOT asserts, the Company's stock has
                     significantly outperformed the industry and broad based
                     market averages over a sustained period. I invite you to
                     look at the chart in the Company's Proxy Statement.

5.                   Kevin Aoki, a BOT trustee and member of the Company's Board
                     of Directors, participated fully in all Board decisions in
                     the five years he has been a Director. He never cast a vote
                     in opposition to any Board action, including adoption of
                     the recent Preferred Stock financing. No Aoki trustee ever
                     expressed disagreement with any Board action prior to the
                     recent financing, although they were fully aware of the
                     direction the Board was going on this transaction, until
                     after the Company was legally committed to it. ROCKY AOKI
                     IS PROHIBITED BY LAW, BECAUSE OF HIS FELONY CONVICTION FOR
                     INSIDER TRADING, FROM TAKING AN ACTIVE ROLE IN THE
                     MANAGEMENT OF OUR COMPANY.

<PAGE>


6.                   ROCKY AOKI HAS A CHECKERED BUSINESS CAREER. He settled one
                     SEC insider trading complaint, and he pleaded to a felony
                     conviction in another insider trading case. OUR ACQUISITION
                     OF 17 TEPPENYAKI RESTAURANTS HE ONCE OWNED REQUIRED THEIR
                     RESUSCITATION WITH MILLIONS OF DOLLARS IN ORDER TO TURN
                     THEM AROUND BECAUSE THEY WERE SO POORLY MANAGED AND CASH
                     POOR UNDER ROCKY AOKI'S MANAGEMENT. In our hands, sales and
                     profitability, lackluster at best during Rocky Aoki's
                     management, increased by 41% and 60%, respectively.

7.                   No member of the Aoki family has offered a coherent
                     explanation of how they would grow the Company without
                     additional capital, nor have they challenged our economic
                     plan to benefit all shareholders that the financing is
                     designed to achieve. The Aoki Family is concerned only with
                     dilution of their voting control. THEY WANT TO BLOCK THE
                     CONTINUED GROWTH OF BENIHANA AND SACRIFICE THE BENEFITS TO
                     ALL SHAREHOLDERS IN ORDER TO PRESERVE THEIR ABSOLUTE
                     CONTROL, ALTHOUGH BOT'S INTEREST REPRESENTS A MINORITY OF
                     THE COMPANY'S ECONOMIC WORTH.

8.                   BOT trustees incomprehensively criticize the Haru concept,
                     although it has been a consistent winner, as indicated
                     above. We continue to expand Haru, with a new location set
                     for this fall in lower Manhattan and development of the
                     first Haru restaurant outside New York City, in
                     Philadelphia.

9.                   BOT Trustees complain about bonuses paid in fiscal years
                     2004, 2003 and 2002. The fact is, no CEO bonus was paid in
                     FY 2004, and in the other years they were substantially
                     reduced from prior years.

10.                  The BOT Trustees claim there is no immediate need for
                     financing, because they want to preserve their CONTROL.
                     They oppose it because the BOT Trustees have expressed no
                     interest in significantly growing the Company. The
                     Preferred Stock financing was needed, as the Board
                     unanimously determined, with Kevin Aoki participating, in
                     order to implement and benefit from a growth strategy to
                     which the Company was committed.

11.                  BOT Trustees intentionally misconstrues the Company's
                     certificate of incorporation and Delaware law in applying
                     them to the transaction. BFC Financial Corporation was
                     granted preemptive rights, common in private placements and
                     permitted both by the certificate of incorporation and
                     Delaware General Corporation Law, only in a very narrow,
                     limited instance. The agreement grants no broad preemptive
                     rights of any kind. Ironically, one of the "eleventh-hour"
                     financing alternatives presented by the Aoki Family
                     included, word for word, the same provision.

<PAGE>


12.                  Any equity financing would dilute existing shareholders,
                     but BOT has made it clear that the only dilution it will
                     not tolerate is the dilution to its voting power, exercised
                     through the Common Stock. Rocky Aoki has been a consistent
                     seller of the Class A stock, disposing of 595,571 shares,
                     since June, 2001and this month he filed an agreement to
                     sell up to an additional 61,614 of the Class A shares. BOT
                     doesn't give a hoot about any stock other than the Common
                     Stock, which they want to control.



Even in calculating shareholder returns, BOT, in presenting its deeply flawed
per share price comparisons - it used a five-year comparison that suited its
purpose -- fails to reflect a 15% stock dividend.

THE BOT TRUSTEES ARE SIMPLY NOT TO BE TRUSTED.  RETURN THE WHITE PROXY CARD
AUTHORIZING THE ELECTION OF YOSHIHIRO SANO NOW.

I feel very strongly about these issues, and I am available to promptly answer
any questions you may have.


                                         Most sincerely yours,


                                         Joel A. Schwartz
                                         President and CEO



If you have questions or need assistance in voting your shares, please call:

                        GEORGESON SHAREHOLDER
                        17 State Street, 10th Floor
                        New York, NY  10004
                        (866) 432-2791  (Toll Free)



