______________________________________________________________________
       ______________________________________________________________________


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q

        __ _
       / X /     Quarterly Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

       For the quarter ended October 6, 1996             Commission File
                                                         Number 1-8881



                                    SBARRO, INC.
               (Exact Name of Registrant as Specified in its Charter)


                 NEW YORK                                     11-2501939
       (State or other jurisdiction of incorporation       (I.R.S. Employer
                 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

            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, and (2) has been
       subject to such filing requirements for the past 90 days.

       Yes  X         No

            Indicate the number of shares outstanding of each of the issuer's
       classes of common stock as of the latest practicable date.


       Class                              Outstanding at November 15, 1996

       Common Stock, $.01 par value                         20,392,243

       ______________________________________________________________________
       ______________________________________________________________________<PAGE>









                                    SBARRO, INC.

                                   FORM 10-Q INDEX



          PART I.     FINANCIAL INFORMATION                           PAGES


          Consolidated Financial Statements:

               Balance Sheets - October 6, 1996 (unaudited) and
                 December 31, 1995 . . . . . . . . . . . . . . . . . . 3-4

               Statements of Income (unaudited) - Forty Weeks
                 ended October 6, 1996 and October 8, 1995
                 and Twelve Weeks ended October 6, 1996 and
                 October 8, 1995. . . . . . . . . . . . . . . . . . . .5-6

               Statements of Cash Flows (unaudited) - Forty Weeks
                 ended October 6, 1996 and October 8, 1995  . . . . . .7-8

               Notes to Unaudited Consolidated Financial
                 Statements - October 6, 1996 . . . . . . . . . . . . . .9

          Management's Discussion and Analysis of Financial
            Condition and Results of Operations . . . . . . . . . . .10-13


          PART II.    OTHER INFORMATION . . . . . . . . . . . . . . . . 13



















                                        Pg. 2<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS

                                       ASSETS


                                                     (In thousands)
                                             October 6,     December 31, 
                                                1996           1995
                                              (unaudited)
          Current assets:
            Cash and cash equivalents         $83,905          $93,501
            Marketable securities               2,500                -

            Receivables:
             Franchisees                          684              741
             Other                              1,198            1,863   

                                                1,882            2,604

            Inventories                         2,396            2,763

            Prepaid expenses                    5,476            1,754   

             Total current assets              96,159          100,622

          Marketable securities                 7,500           10,000

          Property and equipment, net         129,637          126,757

          Other assets:
            Deferred charges, net of accumulated
             amortization of $2,674,500 at
             October 6, 1996 and $1,573,000 at
             December 31, 1995                  1,648            1,767
            Other                               4,769            3,584   

                                                6,417            5,351   

                                             $239,713         $242,730   










                                     (continued)

                                        Pg. 3<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEETS (CONTINUED)

                        LIABILITIES AND SHAREHOLDERS' EQUITY


                                                     (In thousands)
                                             October 6,      December 31,
                                                1996            1995
                                                (unaudited)
          Current liabilities:
            Accounts payable                   $7,080           $7,399
            Accrued expenses                   20,967           27,005
            Dividend payable                        -            3,865
            Income taxes                        3,341            4,708   

             Total current liabilities         31,388           42,977


          Deferred income taxes                13,095           14,087


          Shareholders' equity:
            Preferred stock, $1 par value;
             authorized 1,000,000 shares; none
             issued
            Common stock, $.01 par value;
             authorized 40,000,000 shares; issued
             and outstanding 20,389,742 shares at
             October 6, 1996 and 20,345,483 shares
             at December 31, 1995                 204              203
            Additional paid-in capital         31,144           30,330
            Retained earnings                 163,882          155,133   
                                              195,230          185,666   

                                             $239,713         $242,730   





              See notes to unaudited consolidated financial statements










                                        Pg. 4<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF INCOME

                                     (UNAUDITED)

                                     (In thousands, except per share data)
                                               For the forty weeks ended:

                                             October 6,      October 8,
                                               1996             1995
          Revenues:
            Restaurant sales                 $230,047         $222,632
            Franchise related income            4,698            4,328
            Interest income                     2,861            2,200   
             Total revenues                   237,606          229,160   

          Costs and expenses:
            Cost of food and paper products    50,481           48,673
            Restaurant operating expenses:
             Payroll and other employee
               benefits                        57,845           57,738
             Occupancy and other               64,711           64,084
            Depreciation and amortization      17,268           17,815
            General and administrative         11,470           12,469
            Other income                         (950)          (1,054)
             Total costs and expenses         200,825          199,725   

          Income before income taxes           36,781           29,435
          Income taxes                         13,976           11,215
          Net income                          $22,805          $18,220

          Per share data:
            Earnings per common and common
             equivalent share                   $1.12            $0.90   


            Weighted average number of shares
             used in the computation           20,362,333     20,334,921   











              See notes to unaudited consolidated financial statements


                                        Pg. 5<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF INCOME

                                     (UNAUDITED)

                                     (In thousands, except per share data)
                                             For the twelve weeks ended:

                                             October 6,      October 8,
                                               1996             1995
          Revenues:
            Restaurant sales                  $75,916          $73,553
            Franchise related income            1,592            1,494
            Interest income                       913              742
             Total revenues                    78,421           75,789

          Costs and expenses:
            Cost of food and paper products    16,632           16,017
            Restaurant operating expenses:
             Payroll and other employee
               benefits                        18,087           17,784
             Occupancy and other               20 547           20,080
            Depreciation and amortization       5,353            5,507
            General and administrative          3,408            3,607
            Other income                         (282)            (311)
             Total costs and expenses          63,745           62,684

          Income before income taxes           14,676           13,105
          Income taxes                          5,488            4,980
          Net income                          $ 9,188          $ 8,125

          Per share data:
            Earnings per common and common
             equivalent share                   $0.45            $0.40

            Weighted average number of shares
             used in the computation         20,379,932     20,339,284   





              See notes to unaudited consolidated financial statements

                                        Pg. 6<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     (UNAUDITED)

                                                     (In thousands)
                                              For the forty weeks ended:
                                             October 6,      October 8,
                                               1996             1995
          Operating activities:

          Net income                          $22,805          $18,220
          Adjustments to reconcile net income
            to net cash provided by operating
            activities:
             Depreciation and amortization     17,268           17,815
             Deferred income taxes               (992)             673
             Changes in operating assets
             and liabilities:
               Decrease in receivables            722            1,219
               Decrease in inventories            367              381
               Increase in prepaid expenses    (3,645)          (3,672)
               Increase in deferred charges    (1,021)          (1,087)
               Increase in other assets        (1,369)          (2,076)
               Decrease in accounts payable
                 and accrued expenses          (6,225)          (2,382)
               Decrease in income taxes payable(1,367)          (3,107)

          Net cash provided by operating
            activities                         26,543           25,984   

          Investing activities:

          Proceeds from maturities of
            marketable securities                   -           21,575
          Purchases of property and equipment  (19,033)         (13,921)  

          Net cash provided by (used in)
            investing activities               (19,033)          7,654  








                                     (continued)




                                        Pg. 7<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                     (UNAUDITED)


                                                     (In thousands)
                                              For the forty weeks ended:

                                             October 6,      October 8,
                                              1996              1995
          Financing activities:

          Proceeds from exercise of
            stock options                         815              214
          Cash dividends paid                 (17,921)         (14,845)

          Net cash used in financing
            activities                        (17,106)         (14,631)

          Increase (decrease) in cash
            and cash equivalents               (9,596)          19,007

          Cash and cash equivalents at
            beginning of period                93,501           42,362

          Cash and cash equivalents
             at end of period                  $83,905         $61,369



          Supplemental disclosure of cash flow information:

          Cash paid during the period
            for income taxes                    $16,321        $13,355












              See notes to unaudited consolidated financial statements



                                        Pg. 8<PAGE>






                            SBARRO, INC. AND SUBSIDIARIES
                Notes to Unaudited Consolidated Financial Statements


          1.   The accompanying unaudited consolidated financial statements
               have been prepared in accordance with the instructions for
               Form 10-Q and Regulation S-X related to interim period
               financial statements and, therefore, do not include all
               information and footnotes required by generally accepted
               accounting principles.  However, in the opinion of
               management, all adjustments (consisting of normal recurring
               adjustments and accruals) considered necessary for a fair
               presentation of the consolidated financial position of the
               Company and its subsidiaries at October 6, 1996 and their
               consolidated results of operations for the forty and twelve
               weeks ended October 6, 1996 and October 8, 1995 have been
               included.  The results of operations for the interim periods
               are not necessarily indicative of the results that may be
               expected for the entire year.  Reference should be made to
               the annual financial statements, including footnotes
               thereto, included in the Company's Annual Report on Form 10-
               K for the fiscal year ended December 31, 1995.



























                                        Pg. 9<PAGE>






                            SBARRO, INC. AND SUBSIDIARIES

     Item 2.        Management's Discussion and Analysis of Financial Condition 
                    and Results of Operations

                    Results of Operations

               The Company's business is subject to seasonal fluctuations, the
     effects of weather and economic conditions.  Earnings have been highest in
     its fourth quarter due primarily to increased traffic in shopping malls
     during the holiday shopping season.  Normally, the fourth fiscal quarter
     accounts for approximately 40% of net income for the year.  In 1995, the
     fourth fiscal quarter accounted for 42% of net income for the year (prior
     to the provision in 1995 for unit closings).  In 1994, the fourth fiscal
     quarter accounted for 39% of net income for the year.  The length of the
     holiday shopping period between Thanksgiving and Christmas and the number
     of weeks in the fourth quarter can produce changes in the fourth quarter
     earnings relationship from year to year.

               The following table provides information concerning the number of
     Company-owned and franchised restaurants in operation during each indicated
     period:



                              40 Weeks 40 Weeks 12 Weeks 12 Weeks
                               Ended     Ended   Ended    Ended     Fiscal Year 

                              10/06/96 10/08/95 10/06/96  10/08/95    1995  1994
     Company-owned restaurants:
      Opened during period       20       37       10      10          44    53
      Acquired from (sold to)
       franchisees during
        period-net                1        -        1       -           -     2
      Closed during period       (3)      (6)       -       -         (40)   (3)
      Open at end of period     589      598      589     598         571   567

     Franchised restaurants:
      Opened during period       25       30       11      10          40    38
      Purchased from (sold to)
       Company during period-net (1)       -      (1)       -           -    (2)
      Closed or terminated
       during period            (13)      (2)     (7)       -          (2)   (8)
      Open at end of period     211      190      211     190         200   162

     All restaurants:
      Opened during period       45       67       21      20          84    91
      Closed or terminated
       during period            (16)      (8)     (7)       -         (42)  (11)
      Open at end of period     800      788      800     788         771   729


     In addition, franchisees operate eight kiosk/cart units.


                                       Pg. 10<PAGE>





          Restaurant sales from Company-owned units increased 3.3% to
          $230,047,000 for the forty weeks ended October 6, 1996 from
          $222,632,000 for the forty weeks ended October 8, 1995.
          Restaurant sales from Company-owned units increased 3.2% to
          $75,916,000 for the twelve weeks ended October 6, 1996 from
          $73,553,000 for the twelve weeks ended October 8, 1995.  These
          increases resulted primarily from the opening of new units not
          open for the full period in 1995, which are producing sales more
          typical of the Company's existing units than the underperforming
          units which the Company closed pursuant to the program announced
          in late 1995, and an increase in comparable unit sales of
          approximately .6% for the forty week period (comparable unit
          sales remained relatively unchanged for the twelve week period).
          The 1996 comparable unit sales for the forty week period were
          $212,537,000 and for the twelve week period were $69,059,000.
          The Company increased selective menu prices by less than .5% and
          approximately 1% in mid April 1996 and mid July 1996,
          respectively, which subsequent to the increase, affected sales by
          less than .5% for the forty weeks ended October 6, 1996 and
          approximately 1% for the twelve week period, respectively.
          Comparable restaurant sales are made up of sales at locations
          that were open during the entire current year and entire prior
          fiscal year.

          Franchise related income increased 8.5% to $4,698,000 for the
          forty weeks ended October 6, 1996 from $4,328,000 for the forty
          weeks ended October 8, 1995.  Franchise related income increased
          6.6% to $1,592,000 for the twelve weeks ended October 6, 1996
          from $1,494,000 for the twelve weeks ended October 8, 1995.
          These increases resulted from higher royalties, due principally
          to a larger number of franchise units in operation in the current
          periods than in the comparable periods in 1995, offset somewhat
          by lower franchise licensing fees due to less store openings.

          Interest income increased to $2,861,000 for the forty weeks ended
          October 6, 1996 from $2,200,000 for the comparable period last
          year.  Interest income increased to $913,000 for the twelve weeks
          ended October 6, 1996 from $742,000 for the comparable period of
          the prior year.  These increases were due to larger amounts of
          cash invested at comparable interest rates in the current periods
          over the comparable periods in 1995.

          Cost of food and paper products as a percentage of restaurant
          sales were 21.9% for both the forty weeks ended October 6, 1996
          and October 8, 1995.  Cost of food and paper products as a
          percentage of restaurant sales increased to 21.9% for the twelve
          weeks ended October 6, 1996 from 21.8% for the twelve weeks ended
          October 8, 1995.  These percentages were affected primarily by
          higher cheese prices, the effect of which increased food costs by
          $1,778,000 and $802,000 for the forty and twelve weeks ended
          October 6, 1996, respectively, offset somewhat by lower prices of
          other items and by the benefits of the closing of underperforming
          units in late 1995 which had higher food cost relationships and,
          to a limited extent, the selective menu price increases.  Towards
          the end of the third quarter, cheese prices began to decline,

                                       Pg. 11<PAGE>





          which had a nominal impact on the third quarter.  Current cheese
          prices are slightly below cheese prices that were in effect at
          this time in 1995.

          Restaurant operating expenses - payroll and other employee
          benefits decreased to 25.1% of restaurant sales for the forty
          weeks ended October 6, 1996 from 25.9% for the forty weeks ended
          October 8, 1995, and decreased to 23.8% for the twelve weeks
          ended October 6, 1996 from 24.2% for the twelve weeks ended
          October 8, 1995.  Restaurant operating expenses - occupancy and
          other expenses decreased to 28.1% for the forty weeks ended
          October 6, 1996 from 28.8% for the forty weeks ended October 8,
          1995 and decreased to 27.1% for the twelve weeks ended October 6,
          1996 from 27.3% for the twelve weeks ended October 8, 1995.
          These decreases are partially due to the increase in comparable
          unit sales enabling the spreading of such costs over a larger
          sales base and partially due to the Company's program of closing
          underperforming units which had higher payroll and other
          restaurant cost relationships.

          Depreciation and amortization expenses decreased to $17,268,000
          for the forty weeks ended October 6, 1996 from $17,815,000 for
          the forty weeks ended October 8, 1995.  Depreciation and
          amortization expenses decreased to $5,353,000 for the twelve
          weeks ended October 6, 1996 from $5,507,000 for the twelve weeks
          ended October 8, 1995.  These decreases are principally due to
          the closing of underperforming units in late 1995 offset somewhat
          from opening new units.

          General and administrative expenses were $11,470,000 or 4.8% of
          total revenues for the forty weeks ended October 6, 1996 compared
          to $12,469,000 or 5.4% of total revenues for the forty weeks
          ended October 8, 1995.  This decrease was primarily the result of
          a reduction in management level positions and a nonrecurring
          $235,000 provision in 1995.  General and administrative expenses
          were $3,408,000 or 4.3% of total revenues for the twelve weeks
          ended October 6, 1996 compared to $3,607,000 or 4.8% for the
          twelve weeks ended October 8, 1995.  This decrease was primarily
          due to the reduction in management level personnel subsequent to
          the second quarter of 1995.

          The effective income tax rate for the forty weeks ended October
          6, 1996 was 38.0% and for October 8, 1995 was 38.1%.

          Liquidity and Capital Resources

          At October 6, 1996, the Company had cash and cash equivalents and
          marketable securities of approximately $93,905,000 and its
          working capital was approximately $64,771,000.  Cash provided by
          operations for the forty weeks ended October 6, 1996 of
          $26,543,000 and a portion of the available working capital was
          used to purchase restaurant property and equipment and to

                                       Pg. 12
          renovate the Company's new headquarters building of $19,033,000
          and to pay four quarterly dividends aggregating $17,921,000.  The<PAGE>





          Company believes, based on current projections, that its liquid
          assets presently on hand, together with cash generated from
          operations, should be sufficient for its presently contemplated
          operations, dividends and the purchase of property and equipment
          relating to its development of restaurants, as well as renovating
          and equipping the Company's new headquarters building.


          Dividends

          On February 22, 1996, the Company increased its quarterly cash
          dividend to $.23 per share, or an aggregate annual rate of $.92
          per share.  This dividend was paid on April 3, 1996 to
          shareholders of record on March 19, 1996, and amounted to
          $4,680,554.

          On May 23, 1996, the Company declared a quarterly cash dividend
          of $.23 per share.  The cash dividend was paid on July 8, 1996 to
          shareholders of record on June 19, 1996, and amounted to
          $4,685,443.

          On August 21, 1996, the Company declared a quarterly cash
          dividend of $.23 per share.  The cash dividend was paid on
          October 4, 1996 to shareholders of record on September 19, 1996,
          and amounted to $4,689,641.

          On November 20, 1996, the Company declared a quarterly cash
          dividend of $.23 per share.  The cash dividend will be paid on
          January 3, 1997 to shareholders of record on December 19, 1996.





                            PART II.   OTHER INFORMATION



          Item 6.        Exhibits and Reports on Form 8-K.

          (a)  Exhibits:
               No.       Description
               10.1      1985 Plan, as amended
               10.2      1991 Plan, as amended
               27        Financial Data Schedule

          (b)  Reports on Form 8-K.

               No Reports on Form 8-K were filed by the Company during the
          quarter for which this Report is filed.


                                       Pg. 13<PAGE>










                                      SIGNATURE


          Pursuant to the requirements 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.



                                             SBARRO, INC.
                                             Registrant


          Date:  November 20, 1996      By:  MARIO SBARRO
                                             Mario Sbarro
                                             Chairman of the Board
                                             and President



          Date:  November 20, 1996      By:  ROBERT S. KOEBELE
                                             Robert S. Koebele
                                             Vice President-Finance























                                       Pg. 14<PAGE>






                                    EXHIBIT INDEX




          Exhibit Number           Description              Page

               10.1                1985 Plan, as amended
               10.2                1991 Plan, as amended
               27                  Financial Data Schedule<PAGE>