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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                 Amendment No. 1

[X]         Annual  report  pursuant  to Section  13 or 15(d) of the  Securities
            Exchange Act of 1934 For the fiscal year ended December 28, 1997

                                       OR

[_]         Transition  report pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 For the transition period from  _______________
            to _____________

                           Commission file no. 1-8881

                                  SBARRO, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           New York                                              11-2501939
 ------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  763 Larkfield Road, Commack, New York                           11725
  -------------------------------------                           -----
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (516) 864-0200

           Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each Exchange on
        Title of each class                                  which Registered
        -------------------                                  ----------------
COMMON STOCK, PAR VALUE $.01 PER SHARE                  NEW YORK STOCK EXCHANGE

        Securities registered pursuant to Section 12(g) of the Act: None

            Indicate  by check mark  whether  the  Registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]    No [_]

            Indicate by check mark if disclosure of delinquent  filers  pursuant
to  Item  405 of  Regulation  S-K is  not  contained  herein,  and  will  not be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

            The  aggregate  market value of the Common  Stock of the  Registrant
held by  non-affiliates  of the  Registrant on March 20, 1998 was  approximately
$390,832,000.

            The number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:  20,517,311 shares of Common
Stock as of the close of business on March 20, 1998.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.




<PAGE>



                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

            The directors  and executive  officers of the Company and their ages
at April 15, 1998, are:

Name                     Age        Position
----                     ---        --------

Mario Sbarro              56        Chairman of the Board, President, Chief
                                    Executive Officer and Director
Anthony Sbarro            51        Vice Chairman of the Board, Treasurer  and
                                    Director
Joseph Sbarro             57        Senior Executive Vice President, Secretary
                                    and Director
Carmela Sbarro            76        Vice President and Director
John Bernabeo             41        Vice President - Architecture and
                                    Engineering
George W. Herz II         42        Vice President and General Counsel
Robert S. Koebele         54        Vice President - Finance and Chief Financial
                                    Officer
Carmela N. Merendino      33        Vice President - Administration
Anthony J. Missano        39        Corporate Vice President - Operations
Genarro A. Sbarro         31        Corporate Vice President - Franchising
Genarro J. Sbarro         35        Corporate Vice President - Operations
Leonard G. Skrosky        66        Senior Vice President - Real Estate and
                                    Lease Administration
Harold L. Kestenbaum      48        Director
Richard A. Mandell        55        Director
Paul A. Vatter            73        Director
Terry Vince               69        Director
Bernard Zimmerman         65        Director

           MARIO  SBARRO  has  been  an  officer,  a  director  and a  principal
shareholder of the Company since its  organization in 1977,  serving as Chairman
of the Board of  Directors  and Chief  Executive  Officer for more than the past
five years.  Mr. Sbarro  re-assumed  the position of President of the Company in
May 1996 (a position he held for more than five years prior to December 1993).

           ANTHONY  SBARRO  has been an  officer,  a  director  and a  principal
shareholder  of the  Company  since its  organization  in 1977,  serving as Vice
Chairman of the Board of  Directors  since May 1996 and as  President  and Chief
Operating  Officer from December 1993 through May 1996. For more than five years
prior to December  1993,  Mr.  Sbarro was an  Executive  Vice  President  of the
Company.  He has also served as  Treasurer of the Company for more than the past
five years.

           JOSEPH  SBARRO  has  been an  officer,  a  director  and a  principal
shareholder  of the Company since its  organization  in 1977,  serving as Senior
Executive  Vice  President  since  December 1993. For more than five years prior
thereto,  Mr. Sbarro was an Executive Vice President of the Company. He has also
served as Secretary of the Company for more than the past five years.



                                       -2-

<PAGE>



           CARMELA  SBARRO has been Vice  President  of the Company  since March
1985. Mrs. Sbarro was a founder of the Company,  together with her late husband,
Gennaro Sbarro.  Mrs. Sbarro devotes a substantial portion of her time to recipe
and product  development.  The Board  elected  Mrs.  Sbarro as a director of the
Company in January  1998.  Mrs.  Sbarro  previously  served as a director of the
Company  from March 1985 until  December  1988,  when she was  elected  Director
Emeritus of the Company.

           JOHN BERNABEO joined the Company in August 1992 and served in various
capacities   prior  to  his  election  as  Vice  President  -  Architecture  and
Engineering in May 1997.

           GEORGE W. HERZ II joined the Company in November 1995 and was elected
Vice  President  and  General  Counsel in  February  1996.  Prior to joining the
Company,  Mr. Herz served as General  Counsel (from 1993) and Corporate  Counsel
(from 1982 until 1992) of Minuteman Press  International,  Inc. (a franchisor of
printing centers).

           ROBERT S.  KOEBELE  has served as Vice  President - Finance and Chief
Financial  Officer of the Company for more than the past five years. Mr. Koebele
has been a  certified  public  accountant  in New  York  for more  than the past
twenty-five years.

           CARMELA N. MERENDINO was elected Vice President -  Administration  in
October  1988.  Ms.  Merendino  joined the Company in March 1985 and performed a
variety of  corporate  administrative  functions  for the  Company  prior to her
election as Vice President - Administration.

           ANTHONY J. MISSANO was elected  Corporate Vice President - Operations
in August 1996,  prior to which he served as Vice President - Operations  (West)
from February  1995,  and as a Zone Vice President from June 1992 until February
1995.  Mr. Missano served as a consultant to the Company from June 1992 until he
became a full time employee at the end of fiscal 1993.  From November 1988 until
he joined the Company as an employee,  Mr. Missano served as President of Anaton
Corp., a franchisee of the Company.

           GENNARO A. SBARRO was elected Corporate Vice President-Franchising in
August  1996,  prior to which he served as Vice  President -  Franchising  since
February  1995.  For more than five years prior  thereto,  Mr.  Sbarro served in
various capacities for the Company.

           GENNARO J. SBARRO was elected  Corporate  Vice President - Operations
in August 1996,  prior to which he served as Vice President - Operations  (East)
since February  1995. For more than five years prior thereto,  Mr. Sbarro served
in various capacities for the Company.

           LEONARD G. SKROSKY served the Company as Senior Vice President - Real
Estate and Lease  Administration  from February 1987 until December  1993.  From
January 1994 until June 1996, Mr. Skrosky was President of The Skrosky  Company,
a real  estate firm  dealing  with site  selection  and lease  negotiations  for
several restaurant and other companies. He rejoined the Company in June 1996 and
was elected Senior Vice President - Real Estate in November 1996.

           HAROLD L. KESTENBAUM has been a practicing attorney in New York since
1976. He became a director of the Company in March 1985.

           RICHARD A. MANDELL,  a private  investor,  was a Managing Director of
BlueStone  Capital  Partners,  L.P., an investment  banking firm,  from February
until April 1998 and Vice  President  - Private  Investments  of Clariden  Asset
Management  (NY) Inc., a subsidiary of Clariden Bank, a private Swiss bank, from
January 1996 until February 1998.  From 1982 until June 1995, Mr. Mandell served
as a Managing  Director of  Prudential  Securities  Incorporated,  an investment
banking firm. He became a director of the Company in March 1986.  Mr. Mandell is
also a director of Trend-Lines, Inc. and U.S.A. Detergents, Inc.


                                       -3-

<PAGE>



           PAUL A.  VATTER has been,  since his  retirement  in 1995,  Professor
Emeritus,  and from 1970 until his retirement was Lawrence E. Fouraker Professor
of Business Administration,  at Harvard University's Graduate School of Business
Administration,  where he served as a Professor since 1958. He became a director
of the Company in March 1985.

           TERRY VINCE has been Chairman of the Board and President of Sovereign
Hotels (a company that  operates  hotels) since October 1991 and Chairman of the
Board of Fame Corp. (a food service management  company) since January 1994. Mr.
Vince served as Chairman  Emeritus  (from  November 1990 until October 1991) and
Chairman of the Board of  Directors  and  President  (from  November  1988 until
November  1990)  of daka  International,  Inc.  (a food and  restaurant  service
company),  prior to which Mr. Vince served as Chairman of the Board of Directors
and President of daka, Inc., the predecessor of daka  International,  Inc. (from
1973 until November 1988). He became a director of the Company in December 1988.

           BERNARD  ZIMMERMAN has been  President of Bernard  Zimmerman and Co.,
Inc.  since October 1972 and was Senior Vice  President of The Zimmerman  Group,
Inc. from January 1991 to November  1996,  financial and  management  consulting
firms.  Mr.  Zimmerman  also served as  President  and a director of Beacon Hill
Mutual Fund,  Inc. from December 1994 until October 1996.  From  September  1986
until September 1993, Mr. Zimmerman also served as Chairman and President of St.
Lawrence  Seaway Corp.,  an owner and manager of  agricultural  properties.  Mr.
Zimmerman has been a certified  public  accountant in New York for more than the
past thirty-five years. He became a director of the Company in March 1985.

           The Company's Certificate of Incorporation provides that the Board of
Directors shall be divided into three classes, with such classes to be as nearly
equal in number as the then total  number of directors  constituting  the entire
Board  permits.  The  Company's  Board of Directors  presently  consists of nine
members,  with each  class  being  elected  for a term of three  years.  Anthony
Sbarro,  Harold L.  Kestenbaum  and Paul A. Vatter  serve as Class 1  directors,
Joseph Sbarro, Richard A. Mandell and Terry Vince serve as Class 2 directors and
Mario Sbarro,  Carmela Sbarro and Bernard  Zimmerman serve as Class 3 directors,
with terms of office  scheduled to expire at the Company's  1999,  2000 and 1998
Annual Meetings of Shareholders, respectively. At each annual meeting, directors
are  elected to succeed  those in the class  whose term  expires at that  annual
meeting, such newly-elected  directors to hold office until the third succeeding
annual  meeting  and  the  election  and   qualification   of  their  respective
successors.

           The  officers of the  Company  are  elected  annually by the Board of
Directors  at its  meeting  held  immediately  after the  annual  meeting of the
shareholders,  and hold their respective offices until their successors are duly
elected and qualified. Officers may be removed at any time by the Board.

FAMILY RELATIONSHIPS

           Mario,  Anthony  and Joseph  Sbarro  are the sons of Carmela  Sbarro.
Carmela N. Merendino is the daughter, and Gennaro A. Sbarro is the son, of Mario
Sbarro.  Gennaro J. Sbarro is the son, and Anthony J. Missano is the son-in-law,
of Joseph Sbarro.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

           Section 16(a) of the  Securities  Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of beneficial  ownership,
and  reports  of  changes  of  beneficial  ownership,  of the  Company's  equity
securities  with the  Securities  and Exchange  Commission and furnish copies of
those  reports  to the  Company.  Based  solely on a review of the copies of the
reports  furnished  to the Company to date and written  representations  that no
reports were required, the Company believes that all reports required to


                                       -4-

<PAGE>



be filed by such  persons  with  respect  to the  Company's  fiscal  year  ended
December 28, 1997 were timely filed.

ITEM 11.   EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

           The following table sets forth information  concerning the annual and
long-term  compensation of the Company's  chief executive  officer and other six
most highly  compensated  persons who were serving as executive  officers of the
Company  at the end of the  Company's  1997  fiscal  year  for  services  in all
capacities to the Company and its  subsidiaries  during the Company's 1997, 1996
and 1995 fiscal years:

 Name and                                                        Long Term
 Principal                             Annual Compensation     Compensation
 Position                    Year      Salary        Bonus       Options (#)
 --------                    ----      ------        -----       -----------
            
Mario Sbarro                 1997     $700,000     $160,000      250,000
Chairman of                  1996      460,000      500,000      100,000
the Board, President         1995      400,000      112,500         --
and Chief Executive
Officer(1)

Anthony Sbarro               1997      300,000      150,000      100,000
Vice Chairman of             1996      300,000         --           --
the Board                    1995      300,000       87,500         --
and Treasurer(1)

Joseph Sbarro                1997      300,000      150,000      100,000
Senior                       1996      276,000      150,000       50,000
Executive Vice               1995      250,000       75,000         --
President and
Secretary

Leonard G. Skrosky           1997      260,000       60,000         --
Senior Vice President-       1996      181,000         --        100,000
Real Estate                  1995         --           --           --

Anthony J. Missano           1997      200,000       75,000       80,000
Corporate Vice               1996      157,000       65,000         --
President-Operations         1995      144,000       30,000         --

Gennaro A. Sbarro            1997      200,000       75,000       80,000
Corporate Vice               1996      129,000       45,000         --
President-Franchising        1995      105,000       25,000         --

Gennaro J. Sbarro            1997      200,000       75,000       80,000
Corporate Vice               1996      155,000       65,000         --
President-Operations         1995      161,000       30,000         --

----------

(1)   Prior to May  1996,  Mario  Sbarro  served  as  Chairman  of the  Board of
      Directors and Chief  Executive  Officer of the Company and Anthony  Sbarro
      served as President and Treasurer of the Company.



                                       -5-

<PAGE>



OPTION/SAR GRANTS IN LAST FISCAL YEAR

           The Company's 1991 Stock  Incentive Plan permits the grant of options
and stock appreciation  rights to employees of, and consultants and advisors to,
the Company and its  subsidiaries,  including  officers  and  directors  who are
serving in such capacities.  The following table contains information concerning
options granted during the Company's 1997 fiscal year to the executive  officers
named in the Summary  Compensation Table. No stock appreciation rights have been
granted to date.

<TABLE>
<CAPTION>
                                 Individual Options                                   Potential       
------------------------------------------------------------------------           Realizable Value   
                                  Percent                                         at Assumed Annual   
                    Number of     of Total                                          Rates of Stock    
                    Shares        Options                                         Price Appreciation  
                    Underlying    Granted to      Exercise                         for Option Term (2)
                    Options       Employees in      Price     Expiration     --------------------------
  Name              Granted(1)    Fiscal Year     Per Share      Date           5%               10%
----------------    ----------    ------------    ----------   ---------     ----------      ----------
<S>                   <C>            <C>            <C>          <C>  <C>    <C>             <C>       
Mario Sbarro          100,000        13.2%          $25.125      2/18/07     $1,580,098      $4,004,278
                      150,000        19.8%          $28.875      5/20/07     $2,723,300      $6,902,896
Anthony Sbarro        100,000        13.2%          $25.125      2/18/07     $1,580,098      $4,004,278
Joseph Sbarro         100,000        13.2%          $25.125      2/18/07     $1,580,098      $4,004,278
Anthony J. Missano     80,000        10.6%          $25.125      2/18/07     $1,264,078      $3,203,422
Gennaro A. Sbarro      80,000        10.6%          $25.125      2/18/07     $1,264,078      $3,203,422
Gennaro J. Sbarro      80,000        10.6%          $25.125      2/18/07     $1,264,078      $3,203,422
</TABLE>
-------------                      

(1)   These  options are  exercisable  as to  one-third  of the number of shares
      subject to the options  annually,  on a cumulative  basis,  commencing one
      year following the date of grant.

(2)   These  are  hypothetical   values  using  assumed  compound  growth  rates
      prescribed by the Securities and Exchange  Commission and are not intended
      to forecast possible future  appreciation,  if any, in the market price of
      the Company's Common Stock.




                                       -6-

<PAGE>



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES

           No options to  purchase  shares of the  Company's  Common  Stock were
exercised  during the  Company's  fiscal  year ended  December  28,  1997 by the
executive officers named in the Summary  Compensation Table. The following table
sets forth certain  information  concerning the number and value at December 28,
1997 of  shares of Common  Stock  subject  to  unexercised  options  held by the
executive officers named in the Summary Compensation Table.


                              Number of
                                Shares                      Value of
                              Underlying                  Unexercised
                             Unexercised                  In-the-Money
                               Options                      Options
                              at Fiscal                    at Fiscal
                               Year-End                     Year-End
                            (Exercisable/                (Exercisable/
       Name                 Unexercisable)             Unexercisable) (1)
---------------------       --------------             ------------------
Mario Sbarro               270,000/350,000              $912,495/362,500
Anthony Sbarro             165,000/100,000              $456,248/162,500
Joseph Sbarro              150,000/150,000              $456,248/262,500
Leonard G. Skrosky           -- /100,000                $    -- /162,500
Anthony J. Missano          10,833/ 81,667              $ 17,498/138,752
Gennaro A. Sbarro           16,584/ 81,667              $ 46,744/138,752
Gennaro J. Sbarro           10,833/ 81,667              $ 17,498/138,752

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

(1)   Represents  the number of shares  subject to the option  multiplied by the
      difference  between the closing price of the Company's Common Stock on the
      New York Stock  Exchange on December 26, 1997, the last trading day of the
      Company's 1997 fiscal year, and the respective exercise prices.



                                       -7-

<PAGE>



COMPENSATION OF DIRECTORS

           Non-employee  directors  currently  receive a retainer at the rate of
$16,000 per annum and $1,000 for each meeting of the Board of Directors attended
and $500 for each meeting of a Committee  of the Board  (other than  meetings of
the Special  Committee  described below) attended if such meeting is not held on
the  same  day as a  meeting  of the  Board  of  Directors.  Directors  are also
reimbursed  for  reasonable  travel  expenses  incurred in  attending  Board and
Committee meetings.

           The  Company's  1993  Non-Employee  Director  Stock Option  Plan,  as
amended, which was approved by shareholders at the Company's 1993 Annual Meeting
of Shareholders, provides for the automatic grant of an option to purchase 3,750
shares of the  Company's  Common Stock to each  non-employee  director in office
immediately  after each Annual  Meeting of  Shareholders.  Each option has a ten
year term, subject to early termination in certain instances, and is exercisable
commencing  one year  following the date of grant at an exercise  price equal to
100% of the fair  market  value  of the  Company's  Common  Stock on the date of
grant.

           A corporation of which Bernard  Zimmerman is President and a majority
shareholder renders financial and consulting  assistance to the Company.  See "-
Compensation  Committee  Interlocks  and  Insider   Participation,"  below,  for
information with respect to such arrangement.

           In January 1998,  the Board of Directors  formed a special  committee
(the  "Special  Committee"),  consisting  of Harold L.  Kestenbaum,  Richard  A.
Mandell,  Paul A. Vatter and Terry Vince,  to evaluate a proposed  merger of the
Company with a company controlled by certain members of the Sbarro family.  Each
member of the Company's Special Committee is being paid a daily fee of $1,250 or
$2,500 for serving  thereon  depending upon the time expended during such day in
performing  such  services.  Each  committee  member  is  also  entitled  to  be
reimbursed for out-of-pocket  expenses incurred in performing such services.  In
addition, Richard A. Mandell, Chairman of the Special Committee, is to receive a
fee of  $10,000.  Compensation  to members of the Special  Committee  is payable
without regard to whether the Special Committee approves such proposed merger or
whether such merger is consummated.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

           Bernard  Zimmerman and Company,  Inc., of which Bernard  Zimmerman is
President  and  a  majority   shareholder,   renders  financial  and  consulting
assistance  to the Company,  for which it received  fees of $116,400  during the
Company's  fiscal year ended December 28, 1997. Mr. Zimmerman is Chairman of the
Compensation  Committee  of the  Board of  Directors,  but does not serve on the
Performance Incentive Plan Subcommittee or Stock Option Committee of the Board.



                                       -8-

<PAGE>



ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

           The  following  table sets forth  certain  information  regarding the
ownership of shares of the  Company's  Common Stock as of April 15, 1998 (except
as noted below) with respect to (i) holders known to the Company to beneficially
own more than five percent of the outstanding Common Stock of the Company,  (ii)
each director of the Company,  (iii) each executive officer named in the Summary
Compensation Table under the caption "Executive Compensation" in Item 11 of this
Report and (iv) all directors and executive  officers of the Company as a group.
The Company  understands  that, except as noted below, each beneficial owner has
sole voting and investment power with respect to all shares attributable to such
owner.

                                        Amount and Nature of          Percent of
Beneficial Owner                        Beneficial Ownership (1)       Class (2)
----------------                        ------------------------      ----------

Mario Sbarro (3)......................       1,808,320 (4)               8.7%
Anthony Sbarro (3)....................       1,398,800 (5)               6.9%
Joseph Sbarro (3).....................       1,957,914 (6)               9.5%
Trust of Carmela Sbarro (3)...........       2,497,884 (7)              12.2%
Carmela Sbarro                                  400                        *
Harold L. Kestenbaum..................          25,500 (8)                 *
Richard A. Mandell....................          18,750 (9)                 *
Paul A. Vatter........................          21,000 (9)                 *
Terry Vince...........................          22,050 (9)                 *
Bernard Zimmerman.....................          61,700 (10)                *
Robert S. Koebele.....................          21,833 (11)                *
Anthony J. Missano....................          10,833 (12)                *
Gennaro A. Sbarro                               24,374 (13)                *
Gennaro J. Sbarro                               10,833 (12)                *
First Chicago NBD Corporation.........       1,096,490 (14)              5.3%
All directors and executive
  officers as a group
  (17 persons)........................       7,929,818 (15)             37.2%

------------------
(1)   Shares subject to options are considered  beneficially owned to the extent
      currently exercisable or exercisable within 60 days after April 15, 1998.

(2)   Asterisk  indicates  less than 1%.  Shares  subject  to such  options  are
      considered outstanding only for the purpose of computing the percentage of
      outstanding  Common  Stock  which  would be owned by the  optionee if such
      options were  exercised,  but (except for the  calculation  of  beneficial
      ownership  by all  executive  officers  and  directors as a group) are not
      considered  outstanding  for the purpose of computing  the  percentage  of
      outstanding Common Stock owned by any other person.

(3)   The  business  address of each of Mario  Sbarro,  Joseph  Sbarro,  Anthony
      Sbarro and the Trust of Carmela Sbarro is 763 Larkfield Road, Commack, New
      York 11725.

(4)   Includes  (i)  5,450  and 740  shares  owned  by a  charitable  foundation
      supported by Mario Sbarro and his wife, of which Mr. Sbarro,  his wife and
      another  director of the Company are the  directors,  and by Mr.  Sbarro's
      wife,  respectively  (as to all  of  which  shares  Mr.  Sbarro  disclaims
      beneficial  ownership),  and  (ii)  270,000  shares  subject  to  options.
      Excludes  (i) the  shares  held by the Trust of Carmela  Sbarro,  of which
      trust Mario Sbarro  serves as a trustee (as to which shares Mr. Sbarro may
      be deemed a beneficial owner with shared voting and dispositive power.

(5)   Includes 165,000 shares subject to options.



                                       -9-

<PAGE>



(6)   Includes (i) 609,000  shares owned by a partnership of which Mr. Sbarro is
      the sole general partner and (ii) 150,000 shares subject to options.

(7)   The trust was  created  by  Carmela  Sbarro  for her  benefit  and for the
      benefit of her descendants,  including  Mario,  Joseph and Anthony Sbarro.
      The trustees of the trust are Franklin Montgomery,  whose business address
      is 488 Madison  Avenue,  New York,  New York 10022,  and Mario Sbarro.  As
      trustees,  Franklin  Montgomery  and Mario  Sbarro may be deemed to be the
      beneficial  owners of these  shares  with  shared  voting and  dispositive
      power.

(8)   Represents  (i) 6,750 shares owned by Mr.  Kestenbaum's  wife, as to which
      shares Mr.  Kestenbaum  disclaims  beneficial  ownership,  and (ii) 18,750
      shares subject to options.

(9)   Includes 18,750 shares subject to options.

(10)  Includes (i) 5,450 shares owned by a family foundation  supported by Mario
      Sbarro and Mario Sbarro's  wife, of which Mr.  Zimmerman is a director (as
      to  which  shares  Mr.  Zimmerman  disclaims  beneficial  ownership),  and
      (ii)18,750 and 37,500 shares subject to options held, respectively, by Mr.
      Zimmerman  individually and Bernard Zimmerman and Company, Inc., a company
      of which Mr. Zimmerman is President and a majority shareholder.

(11)  Includes 10,833 shares subject to options.

(12)  Represents shares subject to options.

(13)  Includes (i) 2,400 shares owned by Mr.  Sbarro's  wife, as to which shares
      Mr. Sbarro disclaims beneficial ownership,  and (ii) 16,584 shares subject
      to options.

(14)  Based  solely upon  information  as of December  31, 1997  contained  in a
      Schedule 13G filed by First Chicago NBD  Corporation  with the  Securities
      and Exchange Commission and the Company.

(15)  Includes (i) 5,450 owned by a charitable  foundation,  of which a director
      and executive officer of the Company, his wife and another director of the
      Company  are  directors,  as to which  shares  each  disclaims  beneficial
      ownership,  (ii) an  aggregate of 15,720  shares owned by spouses,  and as
      custodian for minor children,  of directors and executive officers,  as to
      which shares  beneficial  ownership is disclaimed and (iii) 806,832 shares
      subject to options.




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<PAGE>


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

           The Company is the sublessee of its headquarters office building (the
"Headquarters"),  which is leased from the Suffolk County Industrial Development
Agency  (the  "Agency")  by  Sbarro   Enterprises,   L.P.,  a  Delaware  limited
partnership,  and, in turn,  subleased to the  Company.  The annual rent payable
pursuant to the  sublease is  $337,000  for the last five years of the  sublease
term,  which expires in 2001. In addition,  the Company is obligated to pay real
estate taxes, utilities,  insurance and certain other expenses for the facility.
Management  believes  that such rents are  comparable to the rents that would be
charged by an  unaffiliated  third party.  Payment of principal and interest and
any  premium  on the bonds  issued by the  Agency  to fund  construction  of the
headquarters is severally  guaranteed by Mario,  Joseph and Anthony Sbarro.  The
limited  partners of Sbarro  Enterprises,  L.P. are Mario,  Joseph,  Anthony and
Carmela Sbarro.

           In  addition  to Mario,  Anthony,  Joseph,  Gennaro A. and Gennaro J.
Sbarro and Anthony J. Missano,  Carmela Sbarro, the mother of Mario, Anthony and
Joseph Sbarro,  who was a co-founder of the Company and serves as Vice President
and a director of the  Company,  and a daughter of Mario  Sbarro,  who serves as
Vice  President -  Administration  of the Company,  each  received  $100,000 for
services  rendered  during fiscal 1997.  In addition,  nine other members of the
immediate  families of Mario,  Anthony,  Joseph and Carmela  Sbarro  received an
aggregate of $467,823 for services  rendered as employees of the Company  during
fiscal 1997.

           The Company and its  subsidiaries  have purchased  printing  services
from a  corporation  owned by a  son-in-law  of Mario  Sbarro  in the  amount of
approximately  $220,000  during  fiscal 1997.  The Company  believes  that these
services  were  provided  on terms  comparable  to those  that  would  have been
available from unrelated third parties.

           During fiscal 1997,  companies owned by a son of Anthony Sbarro and a
company  owned by the  daughter of Joseph  Sbarro paid  royalties to the Company
aggregating  approximately  $71,660 and $33,053,  respectively,  under franchise
agreements  containing terms similar to those in agreements  entered into by the
Company with unrelated franchisees.

                                    SIGNATURE

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

Dated: April 27, 1998

                                                   SBARRO, INC.



                                                   By: /s/ Robert S. Koebele
                                                      -------------------------
                                                       Robert S. Koebele,
                                                       Vice President-Finance





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