
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. 2)

Filed by registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 240.14a-12

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


-------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than registrant)


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:
-------------------------------------------------------------------------------

5) Total fee paid:
-------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials:
-------------------------------------------------------------------------------

[ ] 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:
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4) Date filed:
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                   1     Set forth the amount on which the filing fee is
                         calculated and state how it was determined.

<PAGE>


                                  BENIHANA INC.

                  NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS

Time              10:00 a.m. on Wednesday, September       , 2004
                                                    -------

Place             Doral Golf Resort and Spa
                  4400 N.W. 87th Avenue
                  Miami, Florida 33178

Purpose           1.    (For the holders of our Common Stock)
                        To elect two members of our Board of Directors for a
                        three-year term.
                  2.    (For holders of our Class A 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 August 11, 2004.

Annual Report     A copy of our Annual Report to Stockholders for the fiscal
                  year ended March 28, 2004 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 WHITE proxy
with respect to all shares of Common Stock and Class A 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 Stock are represented. This may save the
expense of further proxy solicitation. If you own shares of both the Common
Stock and Class A 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.

If you have any questions or need assistance in voting your shares, please call
Georgeson Shareholder Communications Inc. toll-free at (866) 432-2791.

The Information contained in this preliminary is not complete and may be
changed. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
definitive proxy statement will be sent to the stockholders of the Corporations.
In addition, you may obtain these documents free of charge at the website
maintained by the SEC at www.sec.gov.
                         ------------
Dated:  August       , 2004
              -------

                                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 Stock                                                   5
           Beneficial Ownership Reporting Compliance                       7

ELECTION OF DIRECTORS                                                      7
           Corporate Governance                                            10
           Committees; Meetings of the Board of Directors                  11
           Audit Committee Report                                          14
           Compensation and Stock Option Committee Interlocks
                     and Insider Participation                             14
           Report on Executive Compensation by the
                     Compensation and Stock Option Committee               15
           Directors' Compensation                                         16

EXECUTIVE COMPENSATION                                                     16
           Summary Compensation Table                                      16
           Stock Options                                                   18
           Options Granted in Fiscal 2004                                  18
           Aggregate Option Exercise in Fiscal 2004
                     and Fiscal Year End Option Values                     18
           Deferred Compensation Plans                                     19
           Incentive Plans                                                 19
PERFORMANCE GRAPH                                                          21

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                             22

OTHER MATTERS                                                              22

RATIFICATION OF THE APPOINTMENT OF
           DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS                23

ANNUAL REPORT                                                              24

FORM 10-K                                                                  24

EXHIBIT A - CHARTER OF THE AUDIT COMMITTEE                                 25

EXHIBIT B - INFORMATION CONCERNING PARTICIPANTS
           IN THE SOLICITATION OF PROXIES BY Benihana INC.                 31

<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
Wednesday, September , 2004 and at any adjournment or adjournments thereof for
the purposes set forth in the attached Notice of Meeting. The Corporation
intends to mail this Proxy Statement and the forms of WHITE proxy to
stockholders on or about August       , 2004.
                               -------

Who is entitled to vote?

           Stockholders owning our Common Stock or Class A Stock on August 11,
2004 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 matters to
be voted on, other than on the election of directors, on which the two classes
vote separately. On August 11, 2004, there were 2,992,979 shares of Common Stock
and 6,161,475 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
2005 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 Directors recommend 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 2005 fiscal year.

How do I vote?

           Sign and date each WHITE proxy card you receive and return it in the
prepaid envelope. If you sign your WHITE proxy, but do not mark your choices,
your proxies will vote for the persons nominated by the Board for election as
directors and in favor of ratifying the appointment of Deloitte & Touche LLP as
independent certified public accountants for the 2005 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
WHITE 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 present at the meeting, in person or by proxy to be
approved.

Who will count the vote?

           Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspector of election appointed for the Annual Meeting. The
inspector of election will determine whether or not a quorum is presented 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, 2005. 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. Exhibit B attached to this Proxy Statement sets forth certain
information relating to the Corporation's directors, officers and other
participants who will be soliciting proxy's on the Corporations behalf. As a
result of the solicitation of proxies by Benihana of Tokyo, Inc., the
Corporation's expenses related to its solicitation of proxies will exceed those
normally spent for an annual meeting. Such additional costs, excluding the costs
of litigation (if any), are expected to aggregate up to approximately
$200,000.00, of which $20,000.00 has been spent to date. The Corporation has
engaged Georgeson Shareholder Communications Inc. ("Georgeson") to assist us in
the distribution and solicitation of proxies. We have agreed to pay Georgeson a
fee of up to $62,000, plus expenses for their services. Georgeson will employ
approximately thirty people to solicit proxies from the Corporation
stockholders. Benihana of Tokyo, Inc. has indicated in its preliminary proxy
materials that it will seek to have the Corporation pay its expenses for the
proxy fight it intends to start if its nominees are elected. Benihana of Tokyo,
Inc. estimates these expenses at $ , which could be in addition to the
Corporation's own expenses. 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 not 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 to be voted on by the holders of the Common
Stock. However, 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 to be voted on by the holders of the
Class A Stock 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 Stock by all persons we know who own beneficially more than 5%
of our Common Stock or Class A Common Stock outstanding on August 11, 2004 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>                       <C>
Name (and address if applicable) of                       Position with              Amount and Nature of             Percent
Beneficial Owners, Officers and Directors                 the Corporation            Beneficial Ownership(1)(6)       of Class
-----------------------------------------                 ---------------            --------------------------       --------
Benihana of Tokyo, Inc.(2)                                Stockholder                       1,535,668                   43.6%
232 East 63rd Street
New York, New York 10021

BFC Financial Corporation(3)                              Stockholder                         526,315                   15.0%
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida 33304

Springhouse Capital, LP(4)                                Stockholder                         270,900                    7.7%
520 Madison Avenue, 35th Floor
New York, New York

FMR Corp.(4)                                              Stockholder                         373,300                   10.6%
82 Devonshire Street
Boston, MA 02109

Joel A. Schwartz                                          President and                        38,333                    1.1%
                                                          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 -              24,087                       *
                                                          Finance and Treasurer

Kevin Y. Aoki                                             Vice President -                  1,535,718(2)                43.6%
                                                          Marketing/Director

Darwin C. Dornbush                                        Secretary/Director                1,546,168(2)                43.8%

Kyle Aoki                                                 Stockholder                       1,535,668(2)                43.6%

Grace Aoki                                                Stockholder                       1,535,668(2)                43.6%

All (11) directors and                                                                      1,639,138                   46.3%
Officers as a group

<PAGE>

                                        CLASS A STOCK


Name (and address if applicable) of                      Position with               Amount and Nature of             Percent
Beneficial Owners, Officers and Directors                the Corporation             Beneficial Ownership(7)          of Class
-----------------------------------------                ---------------             -----------------------          --------
Springhouse Capital, LP (4)                              Stockholder                         815,114                    13.2%
520 Madison Avenue, 35th Floor
New York, New York 10022

Royce & Associates, LLC(4)                               Stockholder                         730,455                    11.9%
1414 Avenue of the Americas
New York, New York 10019

FMR Corp. (4)                                            Stockholder                         562,225                     9.1%
82 Devonshire Street
Boston, MA 02109

Dalton, Grierner, Hartman,                               Stockholder                         516,944                     8.4%
Maher & Co. (4)
565 5th Avenue
New York, NY 10017

David M. Knott(4)                                        Stockholder                         385,872                     6.3%
485 Underhill Boulevard, Ste. 205
Syosset, New York 11791

Joel A. Schwartz                                         President and Chief                 408,249                     6.2%
                                                         Executive Officer/Director

Taka Yoshimoto                                           Executive Vice                      225,450                     3.5%
                                                         President- Restaurant
                                                         Operations/Director

Kevin Y. Aoki                                            Vice President -                     98,678                     1.6%
                                                         Marketing/Director

Michael R. Burris(8)                                     Senior Vice President -             239,150                     3.7%
                                                         Finance and Treasurer

Juan C. Garcia                                           Vice President-Controller           120,750                     1.9%

John E. Abdo                                             Director                             65,667                     1.1%

Norman Becker                                            Director                             69,367                     1.1%

Darwin C. Dornbush                                       Secretary/Director                   53,892                        *

Max Pine                                                 Director                             33,917                        *

Robert B. Sturges                                        Director                             11,667                        *

Yoshihiro Sano                                           Director                             11,667                        *

All (11) directors and
Officers as a group                                                                        1,455,208                    19.5%
* 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.
Abdo - 7,500 shares; Mr. Becker - 2,500 shares; Mr. Dornbush - 10,500 shares;
all officers and directors as a group - 20,500 shares. For purposes of the
beneficial ownership and the percentage ownership of each person, the shares of
common stock which BFC Financial Corporation would own upon conversion of the
Convertible Preferred Stock of the Corporation are considered outstanding.

(2) All of the issued and outstanding capital stock of Benihana of Tokyo, Inc.
(the "Benihana of Tokyo Stock") is owned by a trust of which Kevin Y. Aoki, Kyle
Aoki, Kevin Aoki's brother, Grace Aoki, Kevin Aoki's sister, 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. Darwin C. Dornbush has indicated
his intent to resign as trustee subject to the performance of an accounting.

(3) Represents Common Stock that BFC Financial Corporation would own if its
Convertible Preferred Stock were converted. See "Certain Relationships and
Related Transactions". Based solely upon reports on Schedule 13D filed by or on
behalf of such person.

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

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

(6) Shares of our Common Stock are convertible at any time into shares of our
Class A 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 Stock.

(7) Beneficial ownership on this table includes the following shares of Class A
Stock which may be purchased by exercise of options which are presently
exercisable or which will become exercisable within 60 days: Mr. Schwartz -
402,500 shares; Mr. Yoshimoto 195,500 shares; Mr. Aoki - 97,750 shares; Mr.
Burris - 235,750 shares; Mr. Garcia - 120,750 shares; Mr. Abdo - 63,792 shares;
Mr. Becker - 68,792 shares; Mr. Dornbush - 52,742 shares; Mr. Pine - 33,917
shares; Mr. Sturges - 11,667 shares; Mr. Sano - 11,667 shares; all officers and
directors as a group - 1,294,827 shares.

(8) Includes 1,150 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 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.


                              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 or appointed to the
classes set forth opposite their names below. The terms of office of Joel A.
Schwartz, Kevin Y. Aoki and Yoshihiro Sano, Class III Directors, will expire at
the Meeting. As a consequence, a majority of our Board is now composed of
independent directors. Messrs Schwartz, Aoki and Sano are proposed to be
re-elected as Class III Directors, and will each hold office for a three-year
term, in each case 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 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 Stock may not
exceed 25% (or the next whole higher number) of the entire Board. Holders of the
Class A 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 nine members, of which three members (more than 25% of the
Board, rounded to the nearest whole director) are directors who have been
elected by holders of the Class A Stock. Messrs. Max Pine, a Class I Director,
John E. Abdo, a Class II Director and Yoshihiro Sano, a Class III Director
currently serve as Class A Directors. Prior to the date of this Proxy Statement,
Joel Schwartz was a Common Stock Director. The Board of Directors has nominated
Messr. Schwartz to serve as a Class A Director and Messrs. Sano and Aoki to
serve as Common Stock Directors. At the Meeting, only the holders of the Class A
Stock, voting separately as a class, will vote on the election of Messr.
Schwartz as a Class A Director, and only the holders of the Common Stock, voting
separately as a class, will vote on the election of Messrs. Sano and Aoki as
Directors.

           The Board of Directors has selected persons named as proxies in the
enclosed form of WHITE 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. Each of the nominees has consented to being named in this Proxy
Statement and has agreed to serve as a Director if elected. 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 WHITE
proxy will vote the shares represented by the WHITE proxy for any substitute
nominee(s) designated by the current Board of Directors to fill the vacancy.
Currently, substitute nominee(s) have not been selected by the Board of
Directors.

<PAGE>


The following are the nominees for director:

JOEL A. SCHWARTZ
Director since 1982
Class III Director (Term to expire in 2004), President and
Chief Executive Officer
Age 63

           Mr. Schwartz has been President and a Director of the Corporation and
its predecessor since February 1983 and has served as Chief Executive Officer
since May 1998.

KEVIN Y. AOKI
Director since 1998
Class III Director (Term to expire in 2004), Vice President-Marketing
Age 36

           Mr. Aoki has served as Vice President-Marketing and a Director of the
Corporation since November 1998. From April 1996 to November 1998, 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 April 1993 through April 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.

YOSHIHIRO SANO
Director Since June, 2003
Class III Director (Term to expire in 2004)
Age 56

           Yoshihiro Sano is the founder and President  since July 1988 of
Pacific Alliance Group, an investment banking firm specializing in cross-border
transactions.  Mr. Sano is a consultant to the foodservice  industry in both
Japan and the United  States.  Mr. Sano is the  publisher of the US Japan Food
Industry Report, and the author of two books on cross-border transactions.

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

TAKA YOSHIMOTO
Director since 1990
Class I Director (Term to expire in 2005), Executive Vice President-Operations
Age 58

           Mr. Yoshimoto has served as Executive Vice President of the
Corporation and its predecessor since September 1989 and as the Director of
Operations from May 1986 until September 1989. Mr. Yoshimoto has served as a
Director of the Corporation since May 1990.


<PAGE>


JOHN E. ABDO
Director since 1990
Class II Director (Term to expire in 2006)
Age 61

           Mr. Abdo has been principally employed as the Vice Chairman of
BankAtlantic Bancorp, Inc. since June 1984 and Chairman of the Executive
Committee of BankAtlantic since October 1985. He has been a director of BFC
Financial Corporation since June 1987 and Vice Chairman of the Board of BFC
Financial Corporation since July 1988. He is President of Levitt Corporation
(f/k/a BankAtlantic Development Corporation), a wholly owned subsidiary of
BankAtlantic Bancorp, Inc., since August 1984. He is President and Chief
Executive Officer of Abdo Companies, Inc., a real estate development,
construction and real estate brokerage firm, for more than five years. He has
been Vice Chairman of the Board of Directors of Bluegreen Corporation since
March 2002.

NORMAN BECKER
Director since 1997
Class II Director (Term to expire in 2006)
Age 66

           Mr. Becker since April 1985 has been 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. Mr. Becker is also a director of Bluegreen
Corporation.

DARWIN C. DORNBUSH
Director Since 1995
Class I Director (Term to expire in 2005), Secretary
Age 74

           Mr. Dornbush is currently and has been since October 1964 a partner
in the law firm of Dornbush Schaeffer Strongin & Weinstein, LLP. (formerly known
as Dornbush Mensch Mandelstam & Schaeffer, LLP). He has served as the Secretary
of the Corporation and its predecessor since September1983, and has been a
Director since August 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.

ROBERT B. STURGES
Director Since June, 2003
Class II Director (Term to expire in 2006)
Age 57

           Robert B. Sturges has been a partner since April 2001 with
Continental Hospitality Holdings, a hospitality  company which provides
development, technical and operational  services to the hotel and resort
industry.  From March 1994 to April 2001, Mr. Sturges was Chief Operating
Officer and a Director of Carnival  Resort and Casino Inc. which developed,
owned and managed  resorts,  hotels and casinos.  Mr. Sturges is a partner of
the Miami Heat Basketball Organization.


<PAGE>


MAX PINE
Director since 2001
Class I Director (Term to expire in 2005)
Age 70

           In April 2001 to present, after seven years (March 1994 to April
2001) 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 March 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.

MICHAEL R. BURRIS
Senior Vice President - Finance and Treasurer
Age 55

           Mr. Burris has served as Senior Vice President - Finance and Chief
Financial Officer of the Corporation since January 1999. He was appointed Vice
President - Finance and Treasurer effective January 1995. Prior to his
appointment with the Corporation, Mr. Burris was a partner with Deloitte &
Touche LLP and was employed with Deloitte & Touche LLP from 1974 to 1995.

JUAN C. GARCIA
Vice President-Controller
Age 40

           Mr. Garcia was appointed as Vice President-Controller effective July
1999. He served as Controller of the Corporation and its predecessor since July
1994. Previously, Mr. Garcia served as Assistant Controller and other
accounting positions with the Corporation since April 1982.

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

CORPORATE GOVERNANCE

           The Corporation seeks to follow best practices in corporate
governance in a manner that is in the best interests of its business and
stockholders. The Corporation's current corporate governance principles,
including the Code of Business Conduct and Ethics are available under Investor
Relations on its website at www.benihana.com. The Corporation is in compliance
with the corporate governance requirements imposed by the Sarbanes-Oxley Act,
the Securities and Exchange Commission and the Marketplace Rules of the National
Association of Securities Dealers, Inc. ("NASD"). The Corporation will continue
to modify its policies and practices to meet ongoing developments in this area.
Aspects of the Corporation's corporate governance principles are discussed
throughout this Proxy Statement.


<PAGE>


COMMITTEES; MEETINGS OF THE BOARD OF DIRECTORS

           The Board of Directors of the Corporation held six meetings during
the fiscal year ended March 28, 2004 and no director attended fewer than 75% of
the aggregate of such meetings and the number of meetings of each Committee of
which he is a member.

           The Board of Directors has determined that each of the following
directors is "independent" within the meaning of Rule 10A-3 of the Securities
Exchange Act and within the current NASD definition of "independent director"
and the NASD definition that will become applicable to the Corporation on the
date of the Annual Meeting: John E. Abdo, Norman Becker, Robert B. Sturges,
Yoshihiro Sano and Max Pine. None of the independent directors receives
compensation from the Corporation other than directors' fees and
non-discretionary grants under the Corporation's stock option plans for service
on the Board or its Committees.

           The Board of Directors has approved a policy for stockholder
communications whereby stockholders may contact the Board of Directors or any
Committee or individual director through a link under Investor Relations on the
Corporation's website at www.benihana.com. The link will direct the stockholder
to an outside company or an employee of the Corporation who will be responsible
for processing the correspondence. The outside company or Corporation employee
will forward appropriate stockholder communications to the Corporation's Audit
Committee which will then distribute the correspondence to the appropriate
directors. Currently, this mechanism is not available, however, the Corporation
is working to have this mechanism in place by October 30, 2004. Stockholders are
also welcome to communicate directly with the Board of Directors at its Annual
Meeting of Stockholders. As a matter of policy, members of the Board of
Directors are required to make every reasonable effort to attend the Annual
Meeting of Stockholders. All members of the Board of Directors attended the
Corporation's 2003 Annual Meeting of Stockholders held on August 21, 2003.

           The Board of Directors has six standing committees: the Audit
Committee, the Compensation and Stock Option Committee, the Nominating
Committee, the Corporate Governance Committee, the Executive Committee and the
Litigation Committee. All of the members of the Audit Committee, the
Compensation and Stock Option Committee and the Nominating Committee are
independent directors. Each of the Nominating Committee, the Compensation and
Stock Option Committee and the Audit Committee has the authority to retain
independent advisors and consultants, with all fees and expenses to be paid by
the Corporation. The Board-approved charters of the Audit Committee, the
Compensation and Stock Option Committee, the Nominating Committee, the Corporate
Governance Committee and the Executive Committee are available on the
Corporation's website under Investor Relations at www.benihana.com.

Audit Committee.  For the fiscal year ended March 28, 2004, the Audit Committee
---------------
consisted of Norman Becker (the Chairman), John E. Abdo, Max Pine and Robert B.
Sturges, all of whom have been determined by the Board of Directors to be
independent (as independence is defined under the NASD listing standards). In
May 2004, the Board of Directors adopted the revised Audit Committee Charter, a
copy of which is attached hereto as Exhibit A. The Board has determined that
Norman Becker qualifies as an "audit committee financial expert" as defined by
Item 401(h)(2) of Regulation S-K promulgated by the Securities and Exchange
Commission.

           The Audit Committee's primary responsibilities are to: (i) oversee
the Corporation's financial reporting principles and policies and internal
control systems, including review of the Corporation's quarterly and annual
financial statements, (ii) review and monitor the performance and independence
of the Corporation's independent auditors and the performance of the internal
auditing department, (iii) provide an open avenue of communication among the
independent auditors, financial and senior management, the internal auditing
department and the Board of Directors and (iv) appoint (subject to shareholder
ratification), evaluate, compensate and where appropriate, terminate and replace
the Corporation's independent auditors. The audit committee held four meetings
during the fiscal year ended March 28, 2004.

<PAGE>


Compensation and Stock Option Committee.  The Corporation has a Compensation and
---------------------------------------
Stock Option Committee composed of John E. Abdo (the Chairman), Robert B.
Sturges and Yoshihiro Sano. The Compensation and Stock Option Committee Charter
provides that the Committee is responsible for (i) discharging the Board of
Director's responsibilities relating to compensation of the Corporation's
executives, (ii) the administration of the Corporation's equity-based
compensation plans and (iii) producing an annual report on executive
compensation for inclusion in the Corporation's proxy statement in accordance
with applicable rules and regulations. During the fiscal year ended March 28,
2004, the Compensation and Stock Option Committee met from time to time to make
recommendations concerning salary and bonus for the Corporation's executive
officers for the 2004 year and to make recommendations as to the grant of stock
options to such executive officers.

Nominating Committee.  The Nominating Committee is composed of John E. Abdo,
--------------------
Norman Becker and Max Pine. The Committee's responsibilities include (i)
identifying individuals qualified to become members of the Board of Directors,
consistent with criteria approved by the Board of Directors and recommending
that the Board of Directors select the director nominees for the next annual
meeting of shareholders and (ii) overseeing evaluation of the Board of
Directors. The Nominating Committee was formed in May 2004 and accordingly no
meetings were held during fiscal 2004.

           The Nominating Committee reviews, following the end of the end of the
Corporation's fiscal year, the composition of the Corporation's Board of
Directors and the ability of its current members to continue effectively as
directors for the upcoming fiscal year. In the ordinary course, absent special
circumstances or a change in the criteria for Board membership, the Nominating
Committee will renominate incumbent directors who continue to be qualified for
Board service and are willing to continue as directors. If the Nominating
Committee thinks it in the best interests of the Corporation to nominate a new
individual for director in connection with an annual meeting of stockholders, or
if a vacancy on the Board occurs between annual stockholders meetings, the
Nominating Committee will seek out potential candidates for Board appointments
who meet the criteria for selection as a nominee and have the specific qualities
or skills being sought. Director candidates will be selected based on input from
members of the Board, senior management of the Corporation and, if the
Nominating Committee deems appropriate, a third-party search firm. The
Nominating Committee will evaluate each candidate's qualifications and check
relevant references; in addition, such candidate will be interviewed by at least
one member of the Nominating Committee. Candidates meriting serious
consideration will meet with all members of the Board. Based on this input, the
Nominating Committee will evaluate whether a prospective candidate is qualified
to serve as a director and whether the committee should recommend to the Board
that this candidate be appointed to fill a vacancy on the Board, or presented
for the approval of the stockholders, as appropriate. Although the Nominating
Committee will consider nominees recommended by stockholders, the Nominating
Committee believes that the process it utilizes to identify and evaluate
nominees for director is designed to produce nominees that possess the
educational, professional, business and personal attributes that are best suited
to further the Corporation's purposes. The Board of Directors does not believe
that it is necessary for the Corporation to have a policy regarding the
consideration of candidates recommended by stockholders as any interested person
may make such recommendations and all recommended candidates will be considered
using the criteria set forth in the Corporation's guidelines. The Nominating
Committee will consider written proposals from stockholders for nominees for
director for the Corporation's 2005 Annual Meeting of Stockholders. Any such
nominations should be submitted to the Nominating Committee c/o Assistant
Secretary of the Corporation and should include the following information: (a)
all information relating to such nominee that is required to be disclosed
pursuant to Regulation 14A under Securities Exchange Act of 1934 (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a directors if elected); (b) the names and addresses of the
stockholders making the nomination and the number of shares of the Corporation's
Common Stock and Class A Stock which are owned beneficially and of record by
such stockholders; and (c) appropriate biographical information and a statement
as to the qualifications of the nominee, and must be submitted in the time frame
described in the By-Laws of the Corporation and under the caption, "Annual
Meeting Information- "What are the deadlines for shareholder proposals for next
year's Annual Meeting" above.

<PAGE>


           The Nominating Committee will consider, among other factors, the
following to evaluate Committee and stockholder recommended nominees: the Board
of Directors current composition, including expertise, diversity, balance of
management and non-management directors, independence and other qualifications
required or recommended by applicable laws, rules and regulations , including
seeking to insure that at least a majority of the directors are independent
under the NASD Rules and that members of the Corporation's Audit Committee meet
the financial literacy and sophistication requirements under NASD Rules, and
Corporation policies or procedures and the general qualifications of potential
nominees, including, but not limited to personal integrity; loyalty to the
Corporation and concern for its success and welfare; experience at
strategy/policy setting level; high-level leadership experience in business or
administrative activity; breadth of knowledge about issues affecting the
Corporation; an ability to work effectively with others; sufficient time to
devote to the Corporation; freedom from conflicts of interest.

Corporate Governance Committee.  The Corporate Governance Committee is composed
------------------------------
of Darwin C. Dornbush, Max Pine and Yoshihiro Sano. The Committee's
responsibilities include (i) preparing, reviewing and recommending to the Board
of Directors the corporate governance guidelines applicable to the Corporation
and (ii) advising the Board of Directors on matters of organizational and
governance structure of the Corporation. The Corporate Governance Committee was
formed during May 2004 and accordingly no meetings were held during fiscal 2004.

Executive Committee.  The Executive Committee is composed of Joel A. Schwartz,
-------------------
John E. Abdo and Darwin C. Dornbush. The Committee's responsibilities include
taking all actions the Board of Directors could take under Delaware law and the
Certificate of Incorporation and By-Laws of the Corporation except certain
actions enumerated in the Executive Committee Charter. The Executive Committee
met from time to time during the fiscal year ended March 28, 2004.

Litigation Committee.  The Litigation Committee is composed of Max Pine, Taka
--------------------
Yoshimoto, Darwin C. Dornbush and Robert B. Sturges. The Committee's only
responsibility is to advise to the Board of Directors on matters dealing with
the litigation with Benihana of Tokyo, Inc. The Litigation Committee was formed
in July 2004 and accordingly no meetings were held during fiscal 2004.

AUDIT COMMITTEE REPORT

           For fiscal year ended March 28, 2004, the Audit Committee consisted
of Norman Becker (the Chairman), John E. Abdo, Max Pine and Robert Sturges, all
of whom have been determined by the Board to be independent (as independence is
defined under the NASD listing standards). The Audit Committee operates under a
written charter adopted by the Board of Directors, a copy of which is attached
hereto as Exhibit A.

           The Audit 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.

<PAGE>


           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 Standards Board Independence 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 28, 2004 for filing with the Securities and Exchange
Commission.

                                        The Audit Committee
                                        Norman Becker, Chairman
                                        John E. Abdo
                                        Max Pine
                                        Robert B. Sturges


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

           None of the members of the Compensation and Stock Option 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 AND STOCK OPTION COMMITTEE

           Compensation Policy.  The Compensation and Stock Option Committee is
           -------------------
responsible for setting and  administering  the policies which govern annual
executive  salaries,  raises and bonuses.  The Committee is responsible for
administering our Employee Stock Option Plans. The Compensation and Stock Option
Committee consists of John E. Abdo, Robert B. Sturges and Yoshihiro Sano, each
of whom is a non-employee member of the Board of Directors.

           The policy of the Compensation and Stock Option 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.

<PAGE>


           Performance and Chief Executive Officer Compensation.  Executive
           ----------------------------------------------------
compensation for the fiscal year ended March 28, 2004 consisted of base salary
and bonus. The Compensation and Stock Option 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
28, 2004 was in accordance with the terms of written employment agreements with
such officers.

           In addition, certain of the executive officers received awards during
the fiscal year ended March 28, 2004 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 and Stock Option 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.

           Under the terms of this plan the Compensation and Stock Option
Committee reserves the discretion to award bonuses notwithstanding the failure
of the Corporation to achieve the preset target.


                                Compensation and Stock Option Committee
                                John E. Abdo, Chairman
                                Robert B. Sturges
                                Yoshihiro Sano

Directors' Compensation

           Non-employee directors receive directors' fees of $12,000 a year plus
$1,000 for each meeting attended and also 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
existing 2003 Directors' Stock Option Plan. Under this plan options to purchase
10,000 shares of Class A Stock are automatically granted annually to such
non-employee director on the date of our Annual Meeting of Stockholders.
Previous to the 2003 Directors' Stock Option Plan, the Corporation had a
Directors' Stock Option Plan, (Directors' Plan) and a Directors' Class A Stock
Option Plan (Directors' Class A Plan). Under the Directors' Plan 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 Stock were granted in 1998 thru 20021 under
the Directors' Class A Plan. 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 Stock on the
date of grant. Each option granted under the Directors' Plan and the Directors'
Class A Plan 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. Options granted under the
2003 Directors' Plan are exercisable ratably as to one-third of the shares on
the date which is six months after the date of grant, one-third of the shares on
the first anniversary of the grant of such option and as to the balance of such
shares on the second anniversary of grant of such option. The 2003 Directors'
Stock Option Plan authorizes the grant of options to purchase 300,000 shares of
Class A Common Stock. The Directors' Plan authorizes the grant of options to
purchase an aggregate of 35,000 shares of Common Stock and the Directors' Class
A Plan authorizes the grant of options to purchase 200,000 shares2 of Class A
Stock. As of March 28, 2004, options to purchase an aggregate of 35,000 shares2
Common Stock, have been granted under the Directors' Plan and options to
purchase an aggregate of 220,625 and 300,000 shares of Class A Stock have been
granted under the Directors' Class A Plan and the 2003 Directors' Stock Option
Plan, respectively.

--------------------------------------------
1 Options granted prior to August, 2002 received a 15% stock dividend payable in
  options to purchase.
2 Adjusted to reflect the 15% stock dividend effective August 12, 2002.

<PAGE>


                             EXECUTIVE COMPENSATION

           The following table sets forth, for the fiscal years ended March 28,
2004, March 30, 2003 and March 31, 2002, 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 2004, including salary, bonuses,
stock options and certain other compensation:

                                                 SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S>                                            <C>     <C>       <C>           <C>            <C>       <C>
                                                       Annual Compensation                    Long-Term Compensation(1)
                                                       -------------------                    -------------------------
Name and Principal Position                    Year              Salary        Bonus(2)                 Options
---------------------------                    ----              ------        --------                 -------
                                                                $               $                         #
Joel A. Schwartz, President                    2004              339,195         57,334                   -
and Chief Executive                            2003              323,077         78,000                 57,500
Officer(3)                                     2002              317,308        114,000                 51,750

Taka Yoshimoto, Executive                      2004              186,135         39,334                   -
Vice President(4)                              2003              180,624         49,000                 46,000
                                               2002              174,519         61,000                 40,250

Michael R. Burris, Senior                      2004              156,765         36,000                   -
Vice President - Finance                       2003              153,740         45,333                 40,250
And Treasurer(5)                               2002              151,471         58,667                 34,500

Kevin Y. Aoki, Vice                            2004              137,554         28,666                   -
President - Marketing(6)                       2003              131,923         34,000                 34,500
                                               2002              129,567         42,000                 23,000

Juan C. Garcia, Vice                           2004              116,503         28,666                   -
President-Controller(7)                        2003              111,058         36,667                 34,500
                                               2002              111,058         34,333                 28,750
</TABLE>

(1) Consists of Employee Stock Option grants for Class A Stock described in this
Proxy Statement. We do not award stock appreciation rights or restricted stock
awards. All option amounts are adjusted to reflect the 15% Stock Dividend
effective August 12, 2002.

(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 and amended on May 27,
2004. The agreement expires March 31, 2009. 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 payment 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
September 1, 2003, Mr. Burris, Senior Vice President - Finance and Treasurer and
Chief Financial Officer, is employed at an annual salary of $157,500. The
agreement expires August 31, 2006. Mr. Burris 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, 2003. Mr. Aoki, Vice President of Marketing, is employed at an
annual salary of $132,500. The agreement expires August 31, 2006. Mr. Aoki is
prohibited from competing with the Corporation for a period of one year
following certain terminations of employment.

(7) Pursuant to the terms of an Employment Agreement entered into as of
September 1, 2003. Mr. Garcia, Vice President and Controller, is employed at an
annual salary of $115,000. The agreement expires August 31, 2006. 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 1996, 1997 and
2000 and various directors stock option plan. The employee plans make available
for stock option grants a total of 500,000 shares of Common Stock and 2,742,515
shares(1) of Class A Stock. Of these amounts, we have granted options to
purchase 10,000 shares of Common Stock and 1,701,007 shares(1) of Class A Stock;
options to purchase 490,000 shares of Common Stock and 1,041,508 shares of Class
A Stock are available for future grants. In addition, as of March 28, 2004,
options to purchase 17,500 shares of Common Stock and 2,625 shares (1) of Class
A Stock were outstanding under employee stock option plans which have expired.

           The purpose of the employee 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 employee 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
employee 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 or Class A 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).

----------------------------------------
(1) Adjusted to reflect the 15% Stock Dividend effective August 12, 2002.

<PAGE>


OPTIONS GRANTED IN FISCAL 2004

No options were granted in fiscal 2004 with respect to the individuals set forth
in the Summary Compensation Table.

AGGREGATE OPTION EXERCISE IN FISCAL 2004 AND FISCAL YEAR END OPTION VALUES

           The following information is furnished for the fiscal year ended
March 28, 2004 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 28, 2004 and the value of outstanding
options held by such executive officers as of March 28, 2004.
<TABLE>
<CAPTION>
<S>                     <C>                          <C>             <C>                <C>            <C>              <C>
                                                                     Number of Unexercised             Value of Unexercised in the
                                                                      Options at 03/28/04               Money Options at 03/28/04
                                                                     --------------------------------------------------------------
                        Shares Acquired                Value                               Non-                             Non-
     Name                 on Exercise                Realized       Exercisable        Exercisable     Exercisable      Exercisable
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock:                  #                        $                   #                #                $                 $
Joel A. Schwartz              7,500                   78,449               -0-              -0-              -0-               -0-
Michael R. Burris            20,000                  144,574               -0-              -0-              -0-               -0-

Class A Stock:
Joel A. Schwartz              1,125                   11,749           402,500              -0-        2,363,088               -0-
Taka Yoshimoto                  -0-                      -0-           195,500              -0-          962,720               -0-
Michael R. Burris             3,750                   22,174           235,750              -0-        1,458,443               -0-
Kevin Y. Aoki                   -0-                      -0-            97,750              -0-          439,773               -0-
Juan C. Garcia                  -0-                      -0-           120,750              -0-          551,893               -0-
</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.

                                 INCENTIVE PLANS

           Restaurant Incentive Plan. We maintain an incentive bonus program
under which certain of our 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 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 and Stock Option 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 and Stock Option 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. Pursuant to the
Plan, the Compensation and Stock Option Committee retains the discretion to
award bonuses notwithstanding the failure of the Corporation to achieve preset
target for a fiscal year; in fiscal 2004, 2003 and 2002 the Corporation
exercised such discretion in awarding bonuses. 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 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.

<PAGE>


           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 and Stock Option Committee was 15% for the fiscal year ended March
28, 2004, which rate represented a Net Income After Tax of $12,845,000. During
fiscal year 2003, amounts were paid with respect to performance awards granted
in 2003 and 2002. For the fiscal year ended March 28, 2004, $125,000 was accrued
under the plan for payment of bonuses to employees, including executive
officers.


                                PERFORMANCE GRAPH

           Comparison of five-year cumulative total return among Benihana Inc.,
the NASDAQ stock market-US index and the SIC Code Index.


                               FISCAL YEAR ENDING
<TABLE>
<CAPTION>
<S>                                       <C>          <C>          <C>         <C>          <C>          <C>
COMPANY                                    1999         2000         2001        2002         2003        2004
                                           ----         ----         ----        ----         ----        ----
Benihana Inc.                             100.00       111.54       92.31       155.58       90.89       148.10
SIC Code Index                            100.00        78.77       70.17        88.33       62.29        99.72
NASDAQ Market Index - U.S. 100.00         100.00       192.23       79.28        78.07       56.61        87.25
</TABLE>


<PAGE>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Benihana of Tokyo owns shares representing approximately 43.6% 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 trust of which Kevin Y. Aoki, Vice President-Marketing and a
Director of the Corporation, Grace Aoki, Kevin Y. Aoki's sister, Kyle Aoki,
Kevin Y. Aoki's brother and Darwin C. Dornbush, the Secretary and Director of
the Corporation, are the trustees, is the owner of the Benihana of Tokyo Stock.
Darwin C. Dornbush has given his intent to resign as trustee subject to the
performance of an accounting.

           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 Schaeffer Strongin & Weinstein, LLP, formerly known as Dornbush Mensch
Mandelstam & Schaeffer, LLP, a law firm. In the fiscal year ended March 28,
2004, we paid approximately $657,000 in legal fees and expenses to Dornbush
Schaeffer Strongin & Weinstein, LLP.

           Mr. Rocky H. Aoki, the founder of Benihana and the father of Kevin Y.
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 Corporation. He is paid $600,000 a year for these services subject to cost
of living adjustments. This agreement will expire in 2006.

           John E. Abdo, our director, is a director and Vice Chairman of the
Board of BFC Financial Corporation. On July 1, 2004, the Corporation completed
the funding of the first tranche of its previously announced sale of $20,000,000
aggregate principal amount of Convertible Preferred Stock to BFC Financial
Corporation in a private placement (the "BFC Transaction"). The Corporation
issued $10,000,000 in principal amount of the Convertible Preferred Stock at the
closing and will issue the balance of the Convertible Preferred Stock from time
to time during the two year period commencing on the first anniversary of the
closing. Subsequent closings are subject to customary closing conditions.

                                  OTHER MATTERS

           On July 2, 2004,  Benihana of Tokyo, Inc. ("BOT"),  which owns
Common Stock of the Corporation  representing  approximately 43.6% of the
voting power entitled to vote at the Annual Meeting on the election of the
Common Stock Directors, commenced a lawsuit 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. The action, which purports to be
brought both individually and derivatively on behalf of the Corporation, seeks
temporary and permanent injunctive relief, and unspecified monetary damages and
recovery of costs and expenses, in connection with the recent closing of the BFC
Transaction described in "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS". In
connection with this action, BOT stated in a motion made to the Court of
Chancery of the State of Delaware, that BOT will propose candidates to replace
Messrs. Schwartz and Sano as directors and will seek to retain Kevin Aoki as a
director. BOT has nominated Kevin Aoki and Lewis Jaffe for the election at the
Annual Meeting to serve as Common Stock Directors and intends to solicit proxies
in connection with their nominations.


                       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 27, 2005 and
expects to continue to do so in the future.

<PAGE>


           The following table presents fees for professional audit services
rendered by Deloitte & Touche LLP for the audit of the Corporation's annual
financial statements included in the Corporation's Annual Report on Form 10-K
and review of financial statements included in the Corporation's quarterly
reports on Form 10-Q for fiscal 2003 and 2004, and fees billed for other
services rendered by Deloitte & Touche LLP.

                                      2003                  2004
                                      ----                  ----
Audit Fees(1)                       $124,962              $162,650
Audit Related Fees(2)(3)            $  8,450              $  6,300
Tax Fees(3)(4)                      $ 18,321              $121,599
All Other Fees                      $    -0-              $    -0-

(1) The fees consisted of the audit of the Corporation's Consolidated Financial
Statements included in the Corporation's Annual Report on Form 10-K and reviews
of its interim financial statements included in the Corporation's quarterly
reports on Form 10-Q.

(2) The audit related fees consisted of services incurred for a registration
statement and audit fees of our Employee Benefit Plan.

(3) The Audit Committee has determined that the provisions of all non-audit
services performed for the Corporation by Deloitte & Touche LLP is compatible
with maintaining that firm's independence.

(4) Tax fees consisted primarily of tax advisory services.

           The Audit Committee's policy is to pre-approve all audit services and
all non-audit services that the Corporation's independent auditor is permitted
to perform for the Corporation under applicable federal securities regulations.
While it is the general policy of the Audit Committee to make such
determinations at full Audit Committee Meetings, the Audit Committee may
delegate its pre-approval authority to one or more members of the Audit
Committee, provided that all such decisions are presented to the full Audit
Committee at its next regularly scheduled meeting.

           The affirmative vote of a majority of the votes present, in person or
by proxy 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 2004 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 28, 2004.

Date: August      , 2004
     -------------------

Order of the Board of Directors

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

<PAGE>

                                                                      EXHIBIT A

                                  BENIHANA INC.

                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                          (Revised as of May 20, 2004)

I.         PURPOSE

The primary functions of the Audit Committee is to represent the Board of
Directors (the Board) in fulfilling its oversight responsibilities by:

1.                   Reviewing the financial reports and other financial and
                     related information released by the Corporation to the
                     public, or in certain circumstances governmental bodies;

2.                   Reviewing the Corporation's system of internal controls
                     regarding finance, accounting, business conduct and ethics
                     and legal compliance that management and the Board have
                     established;

3.                   Reviewing the Corporation's accounting and financial
                     reporting processes;

4.                   Reviewing and appraising with management the performance of
                     the Corporation's independent auditors, including the audit
                     of the Corporation's financial statements;

5.                   Monitoring the independence of the Corporation's
                     independent auditors;

6.                   Providing an open avenue of communication between the
                     independent auditors, management and the Board of
                     Directors; and

7.                   Receiving and investigating notices of financial
                     improprieties.

The Audit Committee's role is one of oversight. The Corporation's management is
responsible for the preparation of the Corporation's financial statements, for
maintaining appropriate systems for accounting and internal controls, and for
monitoring compliance with the Corporation's policies and rules regarding
business conduct. The Corporation's independent auditors are responsible for
planning and conducting proper audits and reviews of the Corporation's financial
statements. Ensuring that the Corporation's financial statements comply with
generally accepted accounting principles is the joint responsibility of the
Corporation's management and the independent auditors.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Corporation's expense, special legal, accounting or
other consultants or experts it deems necessary in the performance of its
duties. The Corporation shall provide funding for the ordinary administrative
expenses of the Audit Committee.

II.        COMPOSITION

The Audit Committee members shall meet the requirements of NASDAQ and the
Sarbanes-Oxley Act of 2002 (the S-O Act). The Audit Committee shall be comprised
of three or more directors, as determined by the Board, each of whom shall be
independent directors and free from any relationship that, in the opinion of the
Board, would interfere with the exercise of his or her independent judgment as a
member of the Audit Committee. An Audit Committee member may not be an
affiliated person of the Corporation or any of its subsidiaries.

<PAGE>


All members of the Committee shall have a working familiarity with basic finance
and accounting practices and be able to read and understand fundamental
financial statements, including the Corporation's financial statements. At least
one member of the Audit Committee shall, in the judgment of the Board, have past
employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background
that results in the individual's financial sophistication (as required by
applicable listing standards), including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.

The members of the Audit Committee shall be elected or reappointed by the Board
annually for a one year term. A Chairperson shall be appointed by the Board.

III.       MEETINGS

The Audit Committee will meet at least four times annually and be available to
meet more frequently as circumstances dictate. The Audit Committee Chairperson
shall meet with the independent auditors and senior management periodically to
review the Corporation's financial statements, 10-Q reports and other relevant
interim reports before release and/or filing. Incidental to any of these
regularly scheduled meetings, the Audit Committee shall meet, if necessary, with
management and the independent auditors in separate executive sessions to
discuss any matters that the Audit Committee and each of these groups believe
should be discussed privately.

IV.        COMPENSATION

The members of the Audit Committee shall be compensated for participation at
Audit Committee meetings as provided by the Board, and shall be reimbursed for
expenses incurred in connection with their service on the Audit Committee. No
additional fees (other than for service as a director), including consulting and
advisory fees, may be paid to members of the Audit Committee which are
proscribed by the S-O Act.

V.         RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1.                   Review and update this Charter periodically, as conditions
                     dictate. Submit the charter to the Board for approval and
                     have the document published at least every three years in
                     accordance with Securities and Exchange Commission (the
                     "SEC") regulations.

2.                   Review and approve the Corporation's Business Conduct
                     policies.

3.                   Review the Corporation's annual financial statements and
                     other reports, including the Management's Discussion and
                     Analysis contained in these reports, and financial and
                     related information prior to its release to the public, or
                     in certain circumstances release to governmental bodies,
                     including any certification, report, opinion or review
                     rendered by the independent auditors.

4.                   Review with financial management and the independent
                     auditors each quarterly earnings release and 10-Q Quarterly
                     Report, including the Management's Discussion and Analysis
                     contained in such reports, prior to its filing. The
                     Chairperson of the Audit Committee may represent the entire
                     Audit Committee for purposes of this review.

<PAGE>


5.                   Review with independent auditors the recommendations
                     included in their management letter, if any, and their
                     informal observations regarding the adequacy of overall
                     financial and accounting procedures of the Corporation. On
                     the basis of this review, make recommendations to senior
                     management for any changes that seem appropriate.

6.                   Prepare the minutes of each meeting and distribute them to
                     all members of the Board. The Committee may also provide
                     periodic summary reports to the Board. The permanent file
                     of the minutes of Audit Committee meetings will be
                     maintained by the Secretary of the Corporation.

Independent Auditors

7.                   The Audit Committee shall be directly responsible for the
                     appointment, compensation, retention and oversight of the
                     Corporation's outside auditor. This will include the sole
                     authority to hire and fire the outside auditor. The Audit
                     Committee shall review the fees, expenses and performance
                     of the independent auditors.

8.                   The Audit Committee shall be responsible for pre-approval
                     of all audit services and non-audit services in accordance
                     with Section 202 of the S-O Act.

9.                   The Audit Committee shall review and approve the scope of
                     the annual audit to be performed by the Corporation's
                     independent auditors.

10.                  On an annual basis, the Audit Committee shall review and
                     discuss with the independent auditors their independence
                     from management and the corporation and the matters
                     included in the auditors' written disclosures required by
                     the Independence Standards Board Standard No. 1 (ISB 1),
                     including all relationships or services between the
                     independent auditors and the Corporation, and any other
                     relationships that may adversely affect the objectivity of
                     the independent auditors, and to the extent any
                     relationships are identified, recommend action, if
                     appropriate, to the full Board in view of such reviews and
                     discussions

11.                  Annually consult with the independent auditors out of the
                     presence of management about internal controls and the
                     fullness and accuracy of the Corporation's financial
                     statements.

12.                  Assure regular rotation of the lead audit partner, as
                     required by Section 203 of the S-O Act.

Financial Reporting Process

13.                  In consultation with the independent auditors, review the
                     integrity of the Corporation's financial reporting process,
                     both internal and external.

14.                  Discuss with the independent auditors the matters required
                     to be communicated under Statement on Auditing Standards
                     No. 61, Communication with Audit Committees (SAS 61),
                     including, but not limited to, the independent auditors'
                     judgment as to the quality of the Corporation's accounting
                     principles, setting forth significant financial reporting
                     issues, judgments and disclosures in financial statements.

<PAGE>


15.                  Review and consider major changes to the Corporation's
                     accounting principles and practices as proposed by
                     management or the independent auditors.

16.                  The Chairperson of the Audit Committee may represent the
                     entire Committee for purposes of the consultation and
                     review prescribed under this section (Financial Reporting
                     Process).

Process Improvement

17.                  Request that management report to the Audit Committee and
                     the independent auditors regarding any principal/critical
                     risks, emerging or developing issues and significant
                     judgments made or to be made in management's preparation of
                     the financial statements.

18.                  Following completion of the annual audit, review separately
                     with management and the independent auditors any
                     significant difficulties encountered during the course of
                     the audit, including any restrictions on the scope of work
                     or access to required information.

19.                  Review any significant disagreement among management and
                     the independent auditors in connection with the preparation
                     of the financial statements. In cases where any such
                     disagreement cannot be resolved to the mutual satisfaction
                     of management and the outside auditors, the Audit Committee
                     shall have responsibility for making the final
                     determination of the Corporation's position.

20.                  Review with the independent auditors and management the
                     extent to which changes or improvements in financial or
                     accounting practices, as approved by the Audit Committee,
                     have been implemented.


Outside Advisors

21.                  The Audit Committee shall have the authority to retain
                     outside advisors, including counsel, without the approval
                     of the full Board, and to approve the compensation of such
                     advisors.

Ethical and Legal Compliance

22.                  Review the Corporation's operations and determine whether
                     management has established and maintains effective programs
                     and processes to ensure compliance with its Business
                     Conduct policies.

23.                  Review management's programs and processes for risk
                     management and protection of the Corporation's assets and
                     business.

24.                  Review management's monitoring of the Corporation's
                     compliance with the above programs to ensure that
                     management has the proper review system in place to ensure
                     that the Corporation's financial statements, reports and
                     other financial information disseminated to governmental
                     organizations and the public satisfy legal requirements.

<PAGE>


25.                  Review, with the Corporation's counsel, legal compliance
                     matters, including corporate securities trading policies.

26.                  Review, with the Corporation's counsel, any legal matter
                     that could have a significant impact on the Corporation's
                     financial statements.

27.                  Review with the Corporation's Chief Executive Officer and
                     Chief Financial Officer how they are meeting their
                     obligations under the certification requirements of Section
                     302 and 906 of the S-O Act.

28.                  Review with the Chief Executive Officer and the Chief
                     Financial Officer the Corporation's internal controls and
                     procedures for financial reporting and its disclosure
                     controls and procedures.

29.                  The chairperson of the Committee may represent the entire
                     Audit Committee for purposes of the review referred to in
                     paragraphs 22 through 26 of this section (Ethical and Legal
                     Compliance).

30.                  Perform any other activities consistent with this Charter,
                     the Corporation's By-Laws and government law, as the Audit
                     Committee or the Board deems necessary or appropriate.

31.                  Review and approve all related party transactions of the
                     type contemplated to be disclosed under Item 404 of the
                     SEC's Regulation S-K, other than stock option grants or
                     exercises.

Critical Accounting Policies and Significant Accounting Judgments and Estimates

32.                  Request and review report from independent auditors on
                     critical accounting policies and alternative treatments of
                     financial information that have been discussed with
                     management. Members of the Audit Committee should
                     understand the Corporation's critical accounting policies,
                     internal controls, off-balance sheet financing and related
                     party transactions.

33.                  Review major issues regarding accounting principles and
                     financial statement presentations, including any
                     significant changes in the Corporation's selection or
                     application of accounting principles.

34.                  Discuss with senior management, with respect to each
                     critical accounting estimate included in the Corporation's
                     management, disclosure and analysis (MD&A) associated with
                     its financials, the development and selection of the
                     accounting estimate, and the MD&A disclosure about the
                     estimate.

Open Communications; Reports to the Board

35.                  The Audit Committee shall provide an open avenue of
                     communications between and among the independent auditors,
                     the internal auditors, management and the Board. The Audit
                     Committee shall meet in separate executive sessions
                     periodically with the Corporation's independent auditors,
                     internal auditors, Chief Financial Officer and Chief
                     Executive Officer to discuss any matters that the Audit
                     Committee or any of those persons believes should be
                     discussed. The Audit Committee shall report the results of
                     its deliberations and activities to the Board.

<PAGE>


Complaint Procedures

36.                  The Audit Committee shall establish procedures for the
                     submission of complaints and concerns received by or on
                     behalf of the Corporation regarding accounting, auditing
                     and other financial matters. These procedures must address:
                     (1) the receipt, retention, and treatment of complaints
                     received by the company about accounting, internal
                     accounting controls and auditing matters; and (2) the
                     confidential, anonymous submission of employees concerns
                     about questionable auditing or accounting matters.

Other Audit Committee Responsibilities

37.                  Annually prepare a report to shareholders as required by
                     the SEC. The report should be included in the Corporation's
                     annual proxy statement.

38.                  Perform any other activities consistent with this Charter,
                     the Corporation's By-Laws and governing law, as the Audit
                     Committee or the Board deems necessary or appropriate.


<PAGE>

                                                                      EXHIBIT B

                       INFORMATION CONCERNING PARTICIPANTS
                 IN THE SOLICITATION OF PROXIES BY BENIHANA INC.

The following table sets forth the names, principal business occupations,
business addresses (or home addresses if retired) of those individuals deemed to
be participants in this proxy solicitation under the federal securities laws
(the "Participants"). The number of shares of Common Stock and Class A Stock of
Benihana Inc. (the "Corporation") beneficially owned, directly or indirectly, as
of August 11, 2004 is included under "Stock Ownership of Certain Beneficial
Owners and Management" of the Corporation's Proxy Statement. Except as described
in this Exhibit B or the Proxy Statement, none of the Participants owns any of
the Corporations securities of record which they do not own beneficially.

NAME, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS

Joel A. Schwartz
President and Chief Executive Officer of the Corporation
c/o Benihana Inc.
8685 Northwest 53rd Terrace
Miami, Florida 33166

Kevin Y. Aoki
Vice President - Marketing of the Corporation
c/o Benihana Inc.
8685 Northwest 53rd Terrace
Miami, Florida 33166

Yoshihiro Sano
President of Pacific Alliance Group
6151 West Century Boulevard
Suite 506
Los Angeles, CA 90045

Taka Yoshimoto
Executive Vice President - Operations of the Corporation
c/o Benihana Inc.
8685 Northwest 53rd Terrace
Miami, Florida 33166

John E. Abdo
Vice Chairman and Chairman of the Executive Committee of
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida 33304

Norman Becker
Public Accountant
2404 Hollywood Blvd.
Hollywood, FL 33020

Darwin C. Dornbush
Partner of Dornbush Schaeffer Strongin and Weinstein, LLP
747 Third Avenue
New York, New York 10017

Robert B. Sturges
Partner of Continental Hospitality Holdings and Partner of the
Miami Heat Basketball Organization
9550 Journey's End Road
Coral Gables, FL 33156

Max Pine
Founder of Aries Associates
130 East 67th Street, Unit 11B
New York, NY 10021

Michael R. Burris
Senior Vice President - Finance and Treasurer of the Corporation
c/o Benihana Inc.
8685 Northwest 53rd Terrace
Miami, Florida 33166

<PAGE>


Except as described below, no Participant is or was within the past year, a
party to a contract, arrangement or understanding with any person with respect
to any securities of the Corporation. None of the Participants owns any
securities of any subsidiary of the Corporation.

Except for Messrs. Schwartz, Aoki, Yoshimoto and Burris, each of whom have
entered into employment agreements with the Corporation, no Participant has any
arrangement or understanding with any person: (i) with respect to any future
employment by the Corporation or its affiliates or (ii) with respect to any
future transactions to which the Corporation or any of its affiliates may be a
party. For a description of the material terms of the employment agreements with
Messrs. Schwartz, Aoki, Yoshimoto and Burris, see the footnotes to "Executive
Compensation" in the Corporation's Proxy Statement.

The following table sets forth all purchases and sales of the Corporations
Common Stock and Class A Stock by the Participants during the past two years,
and the dates and amounts of such transactions.

<PAGE>

                                        Benihana Inc.
<TABLE>
<CAPTION>
<S>     <C>                    <C>          <C>                            <C>                       <C>         <C>
                                                                                                      Number     Direct Or Indirect
       Name                        Date       Transaction                 Type of shares            of Shares        Ownership
       ----                        ----       -----------                 --------------            ---------   ------------------
Darwin Dornbush                03/11/2002   Purchase                       Class A Common               3,334            Direct
Darwin Dornbush                03/11/2002   Sale                           Class A Common               3,334            Direct
Darwin Dornbush                03/14/2002   Purchase                       Class A Common               7,000            Direct
Darwin Dornbush                03/18/2002   Sale                           Class A Common               7,000            Direct
Darwin Dornbush                08/12/2002   Acquired stock dividend        Class A Common                 150            Direct
Darwin Dornbush                10/03/2003   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                10/03/2003   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                10/03/2003   Sale                           Class A Common               1,700            Indirect
Darwin Dornbush                10/06/2003   Sale                           Class A Common                   3            Indirect
Darwin Dornbush                10/06/2003   Sale                           Class A Common                 300            Indirect
Darwin Dornbush                10/06/2003   Sale                           Class A Common                 403            Indirect
Darwin Dornbush                10/06/2003   Sale                           Class A Common                 200            Indirect
Darwin Dornbush                10/06/2003   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                10/06/2003   Sale                           Class A Common               1,292            Indirect
Darwin Dornbush                10/06/2003   Sale                           Class A Common                   2            Indirect
Darwin Dornbush                10/07/2003   Sale                           Class A Common              14,900            Indirect
Darwin Dornbush                10/07/2003   Sale                           Class A Common               1,800            Indirect
Darwin Dornbush                10/07/2003   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                10/07/2003   Sale                           Class A Common                 700            Indirect
Darwin Dornbush                10/07/2003   Sale                           Class A Common               1,200            Indirect
Darwin Dornbush                10/07/2003   Sale                           Class A Common                   2            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 900            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 800            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common               1,600            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 300            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common               2,300            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 600            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 200            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common               1,500            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 500            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common               1,100            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common               1,100            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common               1,900            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common               3,700            Indirect
Darwin Dornbush                10/08/2003   Sale                           Class A Common                   2            Indirect
Darwin Dornbush                10/10/2003   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                10/10/2003   Sale                           Class A Common              15,608            Indirect
Darwin Dornbush                01/12/2004   Sale                           Class A Common                  95            Indirect
Darwin Dornbush                01/12/2004   Sale                           Class A Common                 200            Indirect
Darwin Dornbush                01/12/2004   Sale                           Class A Common               2,618            Indirect
Darwin Dornbush                01/12/2004   Sale                           Class A Common               3,200            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common                 500            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common                 301            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common                 300            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common                 500            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common               4,875            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common               1,700            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common                 500            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common               2,900            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common                 200            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common               1,500            Indirect
Darwin Dornbush                01/13/2004   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                01/14/2004   Sale                           Class A Common               1,000            Indirect
Darwin Dornbush                01/14/2004   Sale                           Class A Common              26,900            Indirect
Darwin Dornbush                01/14/2004   Sale                           Class A Common                 100            Indirect
Darwin Dornbush                01/14/2004   Sale                           Class A Common                 253            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common                  65            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common                 264            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common                 700            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common                  88            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common                 800            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common               1,000            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common               1,000            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common               2,000            Indirect
Darwin Dornbush                01/15/2004   Sale                           Class A Common               3,200            Indirect

<PAGE>

                                                                                                      Number     Direct Or Indirect
       Name                        Date       Transaction                  Type of shares            of Shares        Ownership
       ----                        ----       -----------                  --------------            ---------   ------------------
Joel Schwartz                  08/12/2002   Acquired stock dividend        Class A Common               4,623            Direct
Joel Schwartz                  08/12/2002   Acquired stock dividend        Class A Common                   1            Indirect
Joel Schwartz                  07/16/2003   Purchase                       Class A Common               1,125            Direct
Joel Schwartz                  07/16/2003   Purchase                       Common Stock                 2,000            Direct
Joel Schwartz                  12/23/2003   Purchase                       Common Stock                 5,500            Direct
John Abdo                      04/01/2002   Sale                           Class A Common                 500            Direct
John Abdo                      05/24/2002   Sale                           Class A Common                 300            Indirect
John Abdo                      05/24/2002   Sale                           Class A Common               1,100            Indirect
John Abdo                      05/28/2002   Sale                           Class A Common               8,500            Indirect
John Abdo                      06/06/2002   Sale                           Class A Common               1,600            Indirect
John Abdo                      06/06/2002   Sale                           Class A Common                 531            Indirect
John Abdo                      06/06/2002   Sale                           Class A Common               1,000            Indirect
John Abdo                      06/06/2002   Sale                           Class A Common               1,000            Indirect
John Abdo                      06/06/2002   Sale                           Class A Common               1,500            Indirect
John Abdo                      06/07/2002   Sale                           Class A Common               7,500            Indirect
John Abdo                      06/13/2002   Sale                           Class A Common               1,564            Indirect
John Abdo                      06/14/2002   Sale                           Class A Common               1,005            Indirect
John Abdo                      06/17/2002   Sale                           Class A Common               2,000            Indirect
John Abdo                      06/24/2002   Sale                           Class A Common               2,500            Indirect
John Abdo                      06/25/2002   Sale                           Class A Common             177,000            Indirect
John Abdo                      08/12/2002   Acquired stock dividend        Class A Common               1,500            Direct
John Abdo                      02/10/2004   Purchase                       Class A Common                 375            Indirect
John Abdo                      02/10/2004   Purchase                       Common Stock                 2,500            Indirect
Kevin Aoki                     08/12/2002   Acquired stock dividend        Class A Common             229,825            Indirect
Kevin Aoki                     08/12/2002   Acquired stock dividend        Class A Common                 127            Direct
Kevin Aoki                     08/14/2002   Purchase                       Class A Common                 300            Direct
Kevin Aoki                     10/03/2003   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     10/03/2003   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     10/03/2003   Sale                           Class A Common               1,700            Indirect
Kevin Aoki                     10/06/2003   Sale                           Class A Common                   3            Indirect
Kevin Aoki                     10/06/2003   Sale                           Class A Common                 300            Indirect
Kevin Aoki                     10/06/2003   Sale                           Class A Common                 403            Indirect
Kevin Aoki                     10/06/2003   Sale                           Class A Common                 200            Indirect
Kevin Aoki                     10/06/2003   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     10/06/2003   Sale                           Class A Common               1,292            Indirect
Kevin Aoki                     10/06/2003   Sale                           Class A Common                   2            Indirect
Kevin Aoki                     10/07/2003   Sale                           Class A Common              14,900            Indirect
Kevin Aoki                     10/07/2003   Sale                           Class A Common               1,800            Indirect
Kevin Aoki                     10/07/2003   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     10/07/2003   Sale                           Class A Common                 700            Indirect
Kevin Aoki                     10/07/2003   Sale                           Class A Common               1,200            Indirect
Kevin Aoki                     10/07/2003   Sale                           Class A Common                   2            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 900            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 800            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common               1,600            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 300            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common               2,300            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 600            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 200            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common               1,500            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 500            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common               1,100            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common               2,000            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common               1,900            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common               3,700            Indirect
Kevin Aoki                     10/08/2003   Sale                           Class A Common                   2            Indirect
<PAGE>

                                                                                                      Number     Direct Or Indirect
       Name                        Date       Transaction                  Type of shares            of Shares        Ownership
       ----                        ----       -----------                  --------------            ---------   ------------------
Kevin Aoki                     10/10/2003   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     10/10/2003   Sale                           Class A Common              15,608            Indirect
Kevin Aoki                     01/12/2004   Sale                           Class A Common                  95            Indirect
Kevin Aoki                     01/12/2004   Sale                           Class A Common                 200            Indirect
Kevin Aoki                     01/12/2004   Sale                           Class A Common               2,618            Indirect
Kevin Aoki                     01/12/2004   Sale                           Class A Common               3,200            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 500            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 301            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 300            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 500            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common               4,875            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common               1,700            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 500            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common               2,900            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 200            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common               1,500            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common               1,000            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common              26,900            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 100            Indirect
Kevin Aoki                     01/13/2004   Sale                           Class A Common                 253            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common                  65            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common                 264            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common                 700            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common                  88            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common                 800            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common               1,000            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common               1,000            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common               2,000            Indirect
Kevin Aoki                     01/15/2004   Sale                           Class A Common               3,200            Indirect
Michael Burris                 07/02/2003   Purchase                       Class A Common                 150            Indirect
Michael Burris                 10/13/2003   Purchase                       Class A Common               2,250            Direct
Michael Burris                 02/23/2004   Purchase                       Class A Common               1,500            Direct
Michael Burris                 06/02/2004   Sale                           Class A Common               8,411            Direct
Michael Burris                 11/19/2002   Purchase                       Common Stock                 5,000            Direct
Michael Burris                 07/09/2003   Purchase                       Common Stock                10,000            Direct
Michael Burris                 02/23/2004   Purchase                       Common Stock                10,000            Direct
Michael Burris                 06/01/2004   Sale                           Common Stock                 2,000            Direct
Michael Burris                 06/02/2004   Sale                           Common Stock                 2,800            Direct
Norman Becker                  08/12/2002   Acquired stock dividend        Class A Common                  75            Indirect
Taka Yoshimoto                 04/10/2002   Purchase                       Class A Common              15,000            Direct
Taka Yoshimoto                 04/10/2002   Purchase                       Class A Common              20,000            Direct
Taka Yoshimoto                 04/10/2002   Purchase                       Class A Common              30,000            Direct
Taka Yoshimoto                 04/10/2002   Sale                           Class A Common                 600            Direct
Taka Yoshimoto                 04/10/2002   Sale                           Class A Common                 400            Direct
Taka Yoshimoto                 04/10/2002   Sale                           Class A Common                 300            Direct
Taka Yoshimoto                 04/11/2002   Purchase                       Class A Common              30,000            Direct
Taka Yoshimoto                 04/11/2002   Sale                           Class A Common              68,700            Direct
Taka Yoshimoto                 08/12/2002   Acquired stock dividend        Class A Common               4,950            Direct
Taka Yoshimoto                 07/16/2004   Purchase                       Common Stock                 3,000            Direct
Taka Yoshimoto                 07/23/2004   Purchase                       Common Stock                11,000            Direct
Taka Yoshimoto                 07/28/2004   Purchase                       Common Stock                 1,000            Direct
Taka Yoshimoto                 07/28/2004   Purchase                       Common Stock                 2,500            Direct
</TABLE>

<PAGE>


                                  BENIHANA INC.

                                  Class A Stock

    Proxy - For the Annual Meeting of Stockholders - September     , 2004.
                                                              -----
                                PRELIMINARY COPY

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 Stock of
BENIHANA INC. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on September     , 2004 at 10:00 a.m. at Doral Golf
                                    -----
Resort and Spa, 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 Class III Directors      FOR each of the           WITHHOLD
                                    nominees listed at         AUTHORITY
Joel A. Schwartz                     left (except as          to vote for the
                                     marked to the            director listed
                                     contrary below)             at left

                                          |_|                     |_|


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:
                                    --------------------


This proxy must be signed exactly as the name appears hereon. When shares are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is partnership, please sign in partnership
name by authorized person.

<PAGE>


                                  BENIHANA INC.

                                  Common Stock

   Proxy - For the Annual Meeting of Stockholders - September     , 2004.
                                                             -----
                                PRELIMINARY COPY

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 September     , 2004 at 10:00 a.m. at Doral Golf
                                    -----
Resort and Spa, 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 Class III Directors      FOR each of the           WITHHOLD
                                    nominees listed at         AUTHORITY
Yoshihiro Sano                      left (except as          to vote for the
Kevin Y. Aoki                       marked to the            director listed
                                     contrary below)             at left

                                          |_|                     |_|


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:
                                    --------------------


This proxy must be signed exactly as the name appears hereon. When shares are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer,
giving full title as such. If signer is partnership, please sign in partnership
name by authorized person.



