Exhibit 14.01

                                 CODE OF ETHICS
                                       FOR
                        EXECUTIVE OFFICERS AND DIRECTORS
                                       OF
                                  SBARRO, INC.

PURPOSE:

Sbarro,  Inc. (the  "Corporation")  has established the following code of ethics
(this "Code") to ensure the continuing integrity of the Corporation's  financial
reporting  and to protect the interests of its  shareholders,  creditors and all
those  with  which the  Corporation  conducts  business.  This  Code sets  forth
specific  policies to guide the  Corporation's  principal  executive officer and
senior financial officers in the performance of their duties.

APPLICABILITY:

This  Code  shall  apply to each of the  Corporation's  executive  officers  and
directors (collectively, the "Covered Persons").

STANDARDS OF CONDUCT:

To the best of their knowledge and ability, each Covered Person shall:

     o    Act with honesty and  integrity,  in good faith,  with due care,  with
          diligence and in an ethical manner;

     o    Exercise independent judgment;

     o    Avoid actual or apparent  conflicts  of interest in both  personal and
          professional  relationships,  always distinguishing  between personal,
          private  interests and those interests of the Corporation  without the
          prior approval of the Corporation's Board of Directors (the "Board");

     o    Provide full, fair,  accurate,  objective,  timely and  understandable
          disclosures in internal reports and documents,  as well as reports and
          documents  that  the  Corporation  files  with,  or  submits  to,  the
          Securities  and  Exchange  Commission  (the "SEC") and in other public
          communications made by the Corporation;

     o    Comply with applicable laws,  rules and regulations of federal,  state
          and  local  governments  and  other  appropriate  regulatory  agencies
          governing the conduct or operations of the Corporation;

     o    Take  measures  to achieve  responsible  use of and  control  over the
          Corporation's  assets,  resources  and  information  employed  by,  or
          entrusted to, him or her;3

     o    Respect the  confidentiality of information  acquired in the course of
          employment with the  Corporation,  except when authorized or otherwise
          legally  obligated  to


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          disclose such  information,  and do not use  confidential  information
          acquired  in the course of the  Corporation's  business  for  personal
          advantage; and 3

     o    Proactively   promote   ethical   and  honest   behavior   within  the
          Corporation. 3

FINANCIAL RECORDS AND PERIODIC REPORTS:

Covered Persons shall establish and manage the  Corporation's  transactional and
reporting systems and procedures to provide reasonable assurance that:

     o    Business  transactions are properly authorized and completely,  timely
          and  accurately  recorded  on the  Corporation's  books and records in
          accordance with generally accepted accounting principles in the United
          States,  rules  promulgated by the SEC,  regulatory  requirements  and
          established policies of the Corporation; and

     o    The retention or proper disposal of the  Corporation's  records are in
          accordance  with  established   Corporation   financial  policies  and
          applicable legal and regulatory requirements.

REPORTING:

Each Covered Person shall  promptly,  upon becoming aware thereof,  bring to the
attention of the CEO (subject to the  Corporation's  confidential  and anonymous
complaint  process  which  may  require  such  information  to go  only  to  the
Corporation's Audit Committee) and all members of the Audit Committee:

     o    Any act or any violation of this Code by any Covered Person or any act
          by any other  person or entity  (whether  or not subject to this Code)
          that would be a violation of this Code if such person or entity were a
          Covered Person;

     o    Any recognized potential conflict of interest of the Covered Person or
          any other employee or agent of the Corporation;

     o    Any information that indicates that any disclosures made or to be made
          by the  Corporation  in its public  filings were  materially  false or
          misleading,  omitted  to state a  material  fact or omitted to state a
          material  fact  necessary  in order to make a statement in such filing
          not false or misleading;

     o    Any information  concerning a material violation by the Corporation or
          any  employee or agent of the  Corporation  or by any other  person or
          entity of laws, rules or regulations,  including,  without limitation,
          securities laws, rules and regulations,  applicable to the Corporation
          or its business or operations;

     o    Any information concerning  significant  deficiencies in the design or
          operation of the Corporation's internal controls which could adversely
          affect the  Corporation's  ability to record,  process,  summarize  or
          report financial data; and


                                      -2-
<PAGE>

     o    Any information  concerning any fraud,  whether or not material,  that
          involves  management or other employees who have a significant role in
          the  Corporation's   financial  reporting,   disclosures  or  internal
          controls.

ENFORCEMENT:

The  Board  shall  determine  appropriate  actions  to be taken in the  event of
violations  of this Code.  Such actions  shall be  reasonably  designed to deter
wrongdoing and to promote accountability for not adhering to this Code.

A failure to report  apparent  violations,  covering up  violations  or apparent
violations,  retaliating  against  or  disciplining  a person  for  reporting  a
violation or apparent  violation,  or obstructing an investigation of an alleged
or apparent violation shall also be a violation of this Code.

WAIVERS:

The Board shall have the sole and  absolute  discretionary  authority to approve
any amendment to, or waiver  (including  implicit waiver) from, any provision of
this Code. Any change of this Code, and any waiver  (including  implicit waiver)
and the grounds for such waiver for a Covered Person,  shall be timely disclosed
through a filing with the SEC on Form 8-K or other method permitted by the rules
of the SEC.

                                      * * *

If there are any questions  involving  the  application  of this Code,  guidance
should be sought from the Corporation's legal counsel.