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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[ ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

FOR THE QUARTER ENDED APRIL 20, 2003            COMMISSION FILE NUMBER 333-90817


                                  SBARRO, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         NEW YORK                                             11-2501939
  (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER I.D. NO.)
  INCORPORATION OR ORGANIZATION)

    401 BROAD HOLLOW ROAD, MELVILLE, NEW YORK                       11747
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:            (631) 715-4100

         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                        NO
    ---------------             ------------

INDICATE  BY CHECK MARK  WHETHER  THE  REGISTRANT  IS AN  ACCELERATED  TITLE (AS
DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT).

YES                        NO    X
    ---------------             ------------

THE NUMBER OF SHARES OF COMMON STOCK OF THE REGISTRANT OUTSTANDING AS OF MAY 30,
2003 WAS 7,064,328.

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


<PAGE>


                                  SBARRO, INC.

                                 FORM 10-Q INDEX
                                 ---------------



PART I.  FINANCIAL INFORMATION                                            PAGES
         ---------------------                                            -----

Consolidated Financial Statements:

    Balance Sheets - April 20, 2003 (unaudited) and December 29, 2002........3-4

    Statements of Operations (unaudited) - Sixteen Weeks ended April 20, 2003
        and April 21, 2002.....................................................5

    Statements of Cash Flows (unaudited) - Sixteen Weeks ended April 20,
        2003 And April 21, 2002..............................................6-7

    Notes to Unaudited Consolidated Financial Statements - April 20, 2003...8-22

Management's Discussion and Analysis of Financial Condition and Results
    of Operations..........................................................23-30

Qualitative and Quantitative Disclosures of Market Risk.......................31

Controls and Procedures.......................................................31

PART II. OTHER INFORMATION....................................................32
         -----------------








                                     Page 2
<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS


                          SBARRO, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                                          (In thousands except share data)
                                                                       --------------------------------------
                                                                       April 20, 2003       December 29, 2002
                                                                       --------------       -----------------
                                                                         (unaudited)
<S>                                                                          <C>                  <C>
Current assets:
     Cash and cash equivalents                                               $38,785              $55,150
     Restricted cash for untendered shares                                        21                   21
     Receivables, net of allowance for doubtful
        accounts of $265 in 2003 and $491 in 2002:
         Franchisee                                                            1,802                2,059
         Other                                                                 2,120                1,244
                                                                            --------             --------
                                                                               3,922                3,303

         Inventories                                                           2,354                3,285
         Prepaid expenses                                                      7,064                2,362
     Current portion of loans receivable from shareholders                         -                3,232
                                                                            --------             --------
         Total current assets                                                 52,146               67,353

Property and equipment, net                                                  110,533              115,081

Intangible assets:
   Trademarks, net                                                           195,916              195,916
   Goodwill, net                                                               9,204                9,204
   Deferred financing costs and other, net                                     6,303                6,632

Loans receivable from shareholders, less current portion                       6,032                2,800

Other assets                                                                   8,243                7,787
                                                                            --------             --------
                                                                            $388,377             $404,773
                                                                            ========             ========
</TABLE>



            See notes to unaudited consolidated financial statements



                                     Page 3


<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)


                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                          (In thousands except share data)
                                                                       --------------------------------------
                                                                       April 20, 2003       December 29, 2002
                                                                       --------------       -----------------
                                                                         (unaudited)
<S>                                                                          <C>                  <C>
Current liabilities:
     Amounts due for untendered shares                                           $21                  $21
     Accounts payable                                                         14,511               10,279
     Accrued expenses                                                         17,597               21,623
     Accrued interest payable                                                  2,787                8,181
     Current portion of mortgage payable                                         171                  154
         Total current liabilities                                            35,087               40,258
                                                                            --------             --------

Deferred rent                                                                  8,790                8,474

     Long-term debt, net of original issue
         discount                                                            267,990              267,941

Contingencies

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
         7,064,328 shares at April 20, 2003
         and December 29, 2002                                                    71                   71
     Additional paid-in capital                                                   10                   10
     Retained earnings                                                        76,429               88,019
                                                                            --------             --------
                                                                              76,510               88,100
                                                                            --------             --------
                                                                            $388,377             $404,773
                                                                            ========             ========

</TABLE>



            See notes to unaudited consolidated financial statements



                                     Page 4

<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                          (In thousands except share data)
                                                                       --------------------------------------
                                                                       April 20, 2003         April 21, 2002
                                                                       --------------         ---------------
<S>                                                                         <C>                  <C>
Revenues:
     Restaurant sales                                                       $88,509              $100,769
     Franchise related income                                                 2,939                 2,743
     Real estate and other                                                    1,667                 1,694
                                                                            --------             --------
     Total revenues                                                          93,115               105,206
                                                                            --------             --------

Costs and expenses:
     Restaurant operating expenses:
        Cost of food and paper products                                      19,304                20,008
        Payroll and other employee benefits                                  26,211                28,489
        Other operating costs                                                33,532                35,717
     Depreciation and amortization                                            5,896                 6,824
     General and administrative                                               8,719                 7,155
     Provision for restaurant closings                                          529                   124
                                                                            --------             --------
        Total costs and expenses                                             94,191                98,317
                                                                            --------             --------
Operating (loss) income before minority
     interest                                                                (1,076)                6,889
Minority interest                                                                (5)                  (19)
                                                                            --------             --------
     Operating (loss) income                                                 (1,081)                6,870
                                                                            --------             --------

Other income (expense):
     Interest expense                                                        (9,583)               (9,574)
     Interest income                                                            214                   154
     Equity in net income of unconsolidated affiliates                          281                   261
                                                                            --------             --------
     Net other expense                                                       (9,088)               (9,159)
                                                                            --------             --------

Loss before income taxes                                                    (10,169)               (2,289)
Income taxes                                                                    321                   132
                                                                            --------             --------

Net loss                                                                   $(10,490)              $(2,421)
                                                                           ========              ========

</TABLE>

            See notes to unaudited consolidated financial statements


                                     Page 5

<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                            (In thousands except share data)
                                                                       ----------------------------------------
                                                                       April 20, 2003            April 21, 2002
                                                                       --------------            --------------
Operating activities:

<S>                                                                        <C>                       <C>
Net loss                                                                   $(10,490)                 $(2,421)
Adjustments to reconcile net loss to net cash used in operating
      activities:
      Depreciation and amortization                                           6,365                    7,271
      Increase in deferred rent, net                                             90                      262
      Loss on sale of other concept units included in prior year
          asset impairment costs                                                250                        -
      Minority interest                                                           5                       19
      Equity in net income of unconsolidated affiliates                        (281)                    (261)
      Dividends received from unconsolidated affiliate                          119                      311
Changes in operating assets and liabilities:
      (Increase) decrease in receivables                                       (220)                     154
      Decrease in inventories                                                   932                      490
      Increase in prepaid expenses                                           (4,424)                  (2,147)
      Increase in other assets                                                 (195)                       -
      Increase (decrease) in accounts payable and accrued
          expenses                                                            1,100                   (7,786)
      Decrease in accrued interest payable                                   (5,394)                  (5,394)
                                                                             ------                   ------

Net cash used in operating activities                                       (12,143)                  (9,502)
                                                                            -------                   ------
</TABLE>


            See notes to unaudited consolidated financial statements



                                     Page 6

<PAGE>


                          SBARRO, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                            (In thousands except share data)
                                                                       ----------------------------------------
                                                                       April 20, 2003            April 21, 2002
                                                                       --------------            --------------
Investing activities:

<S>                                                                         <C>                      <C>
Purchases of property and equipment                                         $(3,071)                 $(1,721)
                                                                            -------                  -------
     Net cash used in investing activities                                   (3,071)                  (1,721)
                                                                            -------                  -------

Financing activities:

Mortgage principal repayments                                                   (50)                     (46)
Tax distributions related to the prior fiscal year                           (1,101)                  (3,125)
                                                                             ------                   ------
     Net cash used in financing activities                                   (1,151)                  (3,171)
                                                                             ------                   ------

Decrease in cash and cash equivalents                                       (16,365)                 (14,394)

Cash and cash equivalents at beginning of period                             55,150                   36,952
                                                                             ------                   ------

Cash and cash equivalents at end of period                                  $38,785                  $22,558
                                                                            =======                  =======

Supplemental disclosure of cash flow information:

Cash paid during the period for income taxes                                   $119                     $340
                                                                               ====                     ====

Cash paid during the period for interest                                    $14,548                  $14,497
                                                                            =======                  =======

</TABLE>


            See notes to unaudited consolidated financial statements





                                     Page 7

<PAGE>



                          SBARRO, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION:

         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
         our  management,   all  adjustments  (consisting  of  normal  recurring
         adjustments and accruals)  considered necessary for a fair presentation
         of the consolidated  financial  position of Sbarro and our subsidiaries
         at April 20, 2003 and our  consolidated  results of operations and cash
         flows for the sixteen week  periods  ended April 20, 2003 and April 21,
         2002 have been included.  The results of operations for 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 our Annual Report
         on Form 10-K for the fiscal year ended December 29, 2002.

2.       NEW ACCOUNTING PRONOUNCEMENTS:

         In April  2002,  the FASB  issued  SFAS No.  145,  "Rescission  of FASB
         Statements  No. 4, 44 and 64.  Amendment of FASB  Statement  No. 13 and
         Technical Corrections." This statement eliminates the prior requirement
         that  gains and losses on debt  extinguishment  must be  classified  as
         extraordinary   items  in  the  income  statement  and  contains  other
         nonsubstantive  corrections to authoritative  accounting  literature in
         SFAS No. 4, 44 and 64.  The  changes  in SFAS No.  145  related to debt
         extinguishment  were  effective  for us at the  beginning  of our  2003
         fiscal year and the other changes were  effective for us beginning with
         transactions after May 15, 2002.  Adoption of this standard has not had
         a material effect on our financial position and results of operations.

         In June 2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
         Associated   with  Exit  or  Disposal   Activities,"   which  addresses
         accounting for restructuring and similar costs. SFAS No. 146 supersedes
         previous   accounting   guidance,   principally  EITF  Issue  No.  94-3
         "Liability  Recognition for Certain Employee  Termination  Benefits and
         Other Costs to Exit an Activity  (including Certain Costs Incurred in a
         Restructuring)."  SFAS No. 146 requires  that the  liability  for costs
         associated  with an exit or disposal  activity be  recognized  when the
         liability  is incurred.  Under EITF No.  94-3, a liability  for an exit
         cost was  recognized at the date of a company's  commitment for an exit
         plan. SFAS No. 146 also establishes that the liability should initially
         be measured and recorded at fair value.  Accordingly,  SFAS No. 146 may
         affect the timing of recognizing future  restructuring costs (including
         our future  accounting  for  restaurant  closing  costs) as well as the
         amount  recognized.  We  adopted  the  provisions  of SFAS No.  146 for
         restructuring activities


                                     Page 8
<PAGE>


                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         initiated after December 29, 2002. The adoption of SFAS No. 146 has not
         had  a  material  effect  on  our  financial  position  or  results  of
         operations.

         In November 2002, the FASB issued FIN No. 45,  "Guarantor's  Accounting
         and  Disclosure   Requirements   for  Guarantees   including   Indirect
         Guarantees of  Indebtedness  of Others" which  addresses the accounting
         for and disclosure by guarantors regarding  obligations relating to the
         issuance  of certain  guarantees.  FIN No. 45  requires  that,  for all
         guarantees  issued or modified after December 31, 2002, a liability for
         the  fair  value  of  the  obligation  undertaken  be  recorded  at the
         inception of a guarantee.  No revision of or  restatement of accounting
         for  guarantees  issued  or  modified  prior to  December  31,  2002 is
         allowed.  The disclosure  requirements  of  Interpretation  No. 45 were
         effective with our 2002 financial statements. As described in the Notes
         to the Consolidated  Financial Statements included in our Annual Report
         on Form 10-K for the year ended  December  29, 2002,  we have  provided
         certain  guarantees  that would  require  recognition  upon issuance or
         modification  under the  provisions  of FIN 45. While the nature of our
         business  will likely  result in the issuance of certain  guarantees in
         the  future,  we do not  anticipate  that FIN 45 will  have a  material
         impact on our financial position or results of operations.

3.       LONG-TERM DEBT:

         We have received a waiver of compliance for the first quarter of fiscal
         2003 from  certain  ratios  required  to be  maintained  under our bank
         credit  agreement,  as had been  amended  in  March  2003.  Our  credit
         agreement  requires  that we maintain a minimum  ratio of  consolidated
         EBITDA  to  consolidated  interest  expense  (in  each  case  with  the
         guaranteeing   subsidiaries,   the  same  entities  as  our  Restricted
         Subsidiaries  under the  indenture)  of at least  1.4 to 1.0  beginning
         December  30, 2002 and 1.5 to 1.0  beginning  December 28, 2003 for the
         four  quarters  ended April 20, 2003,  this ratio was 1.36 to 1. We are
         also required to maintain a maximum ratio of  consolidated  senior debt
         to   consolidated   EBITDA   (in  each  case   with  the   guaranteeing
         subsidiaries) of 6.5 to 1.0 beginning  December 30, 2002 and 6.0 to 1.0
         beginning  December 28,  2003.  For the four  quarters  ended April 20,
         2003, this ratio was 6.67 to 1.

         We are subject to various covenants under the indenture under which our
         senior notes are issued and under our bank credit agreement. One of the
         covenants limits our ability to borrow funds (except under specifically
         permitted arrangements, such as up to $75.0 million of revolving credit
         loans) unless our  consolidated  interest  ratio coverage (as defined),
         after giving pro forma effect to the interest on the new borrowing, for
         the four most  recently  ended  fiscal  quarters  is at least 2.5 to 1.
         Another  covenant  limits our  ability to make  "restricted  payments,"
         including,  among  other  things,  dividend  payments  (other  than  as
         distributions   pursuant  to  our  tax  payment   agreement   with  our
         shareholders related to Subchapter S distributions) and investments in,
         among other things,  unrestricted  subsidiaries,  to specified  amounts
         determined  under a formula  contained in the  indenture



                                     Page 9
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         provided  that that  ratio is at least 2.0 to 1 after  giving pro forma
         effect to the restricted  payment.  For the four fiscal  quarters ended
         April 20, 2003, our consolidated interest coverage ratio was 1.59 to 1.
         As a result,  we are not presently able to borrow funds (other than the
         specifically permitted indebtedness).  Additionally,  under the formula
         contained  in the  indenture,  we may  not  presently  make  restricted
         payments   other   than   certain   permitted   investments   and   tax
         distributions. We cannot make restricted payments until we increase the
         restricted  payment  availability by approximately  $10.8 million,  and
         then only to the extent of any excess over that amount.

         We were in compliance  with the various  covenants in the indenture for
         our senior notes, and our mortgage as of April 20, 2003.

4.       INCOME TAXES:

         During the first  quarter of fiscal  2003,  we made a  Subchapter S tax
         distribution  to our  shareholders,  based on our tax basis  income for
         fiscal  2002,  that  totaled  $1.1  million  compared to a $3.1 million
         Subchapter S tax distribution  made, during the first quarter of fiscal
         2002 based on our tax basis income for fiscal 2001.

5.       RELATED PARTY TRANSACTIONS:

         On April 6, 2003, loans of $3.23 million to certain of our shareholders
         were  extended to April 6, 2005.  The notes bear  interest at 4.63% per
         annum.

         On March 3,  2003,  a company  in which  Gennaro  J.  Sbarro,  who is a
         Corporate  Vice  President  and President of our Casual and Fine Dining
         Division, has a 50% interest,  signed a franchise agreement with us for
         a new  location.  The terms of the  franchise  agreement are similar to
         those in agreements entered into by us with unrelated franchisees.  The
         lease for the location was entered into in September 2002 by one of our
         subsidiaries. Subsequent to that date, we determined that the economics
         of the location would be better suited for a franchise operator and, as
         such, it was subsequently subleased to this franchisee.  Payments under
         the sublease will be made  directly to the landlord by the  franchisee.
         Future minimum  rental  payments under the lease for this location over
         the term of the lease,  which expires in 2018, are  approximately  $2.6
         million.  The  location is  expected  to open in the second  quarter of
         fiscal 2003.

6.       LITIGATION:

         On December 20, 1999,  fourteen  current and former general managers of
         Sbarro  restaurants in California  amended a complaint against us filed
         in the Superior Court of California  for Orange  County.  The complaint
         alleges  that the  plaintiffs  were  improperly  classified  as  exempt
         employees  under the  California  wage and hour law. The plaintiffs are
         seeking  actual  damages,  punitive  damages and costs of the  lawsuit,
         including



                                    Page 10
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         as a class  action,  but the Court  denied  the  motion.  The trial was
         reasonable  attorney's  fees, each in unspecified  amounts.  Plaintiffs
         filed a motion to certify the lawsuit  concluded in April 2003, and the
         parties have submitted  post-trial briefs. The Court has not yet issued
         a judgment.

         On September 6, 2000,  eight other current and former general  managers
         of Sbarro restaurants in California filed a complaint against us in the
         Superior  Court of  California  for  Orange  County  alleging  that the
         plaintiffs  were  improperly   classified  as  exempt  employees  under
         California  wage  and hour  law.  The  plaintiffs  are  seeking  actual
         damages,   punitive  damages  and  costs  of  the  lawsuit,   including
         reasonable attorney's fees, each in unspecified amounts. Plaintiffs are
         represented by the same counsel who is  representing  the plaintiffs in
         the case  discussed  in the  preceding  paragraph.  We have  separately
         settled  with four of the  plaintiffs  in this  action  for  immaterial
         amounts.

         On March 22, 2002, five former general  managers of Sbarro  restaurants
         in  California  filed a complaint  against us in the Superior  Court of
         California  for Los Angeles  County.  The  complaint  alleges  that the
         plaintiffs  were illegally  required to perform labor services  without
         proper  premium  overtime  compensation  from at least May of 1999. The
         plaintiffs are seeking actual damages,  punitive damages and attorney's
         fees and costs, each in unspecified  amounts.  In addition,  plaintiffs
         have  requested  class action status for all  managerial  employees who
         worked  overtime  and/or were not otherwise  paid regular wages due and
         owing from May 1999 to present.

         We believe that we have substantial defenses in each of the actions and
         are vigorously defending these actions.

         In addition to the above complaints,  from time to time, we are a party
         to  certain  claims and legal  proceedings  in the  ordinary  course of
         business.  In our  opinion,  the  results of the  complaints  and other
         claims  and  legal  proceedings  are not  expected  to have a  material
         adverse  effect on our  consolidated  financial  position or results of
         operations.

7.       GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS:

         Certain  subsidiaries  have guaranteed  amounts  outstanding  under our
         senior  notes  and  bank  credit  agreement.  Each of the  guaranteeing
         subsidiaries is our direct or indirect wholly owned subsidiary and each
         has fully  and  unconditionally  guaranteed  the  senior  notes and the
         credit agreement on a joint and several basis.

         The following condensed consolidating financial information presents:

         (1)      Condensed  consolidating  balance  sheets as of April 20, 2003
                  (unaudited) and December 29, 2002 and statements of operations
                  and cash flows for the fiscal  quarters  ended  April 20, 2003
                  (unaudited)  and April 21,  2002  (unaudited)  of (a)



                                    Page 11
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  Sbarro, Inc., the parent, (b) the guarantor  subsidiaries as a
                  group,  (c) the  nonguarantor  subsidiaries as a group and (d)
                  Sbarro on a consolidated basis.

         (2)      Elimination entries necessary to consolidate Sbarro, Inc., the
                  parent, with the guarantor and nonguarantor subsidiaries.

         The principal  elimination entries eliminate  intercompany balances and
         transactions.  Investments  in  subsidiaries  are  accounted for by the
         parent on the cost method.
















                                    Page 12
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                           CONSOLIDATING BALANCE SHEET
                              AS OF APRIL 20, 2003
                        (IN THOUSANDS EXCEPT SHARE DATA)
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                           GUARANTOR      NONGUARANTOR                    CONSOLIDATED
                                            PARENT       SUBSIDIARIES     SUBSIDIARIES    ELIMINATIONS       TOTAL
                                            ------       ------------     ------------    ------------       -----

<S>                                          <C>            <C>                <C>          <C>              <C>
Current assets:
   Cash and cash equivalents                  $33,863         $3,907           $1,015                         $38,785
   Restricted cash for untendered shares           21              -                -                              21
   Receivables less allowance for
     Doubtful accounts of $265:
     Franchise                                  1,802              -                -                           1,802
     Other                                        926            709              485                           2,120
                                             --------       --------           ------                        --------
                                                2,728            709              485                           3,922

   Inventories                                    998          1,220              136                           2,354
   Prepaid expenses                             6,220            623              221                           7,064
                                             --------       --------           ------                        --------
     Total current assets                      43,830          6,459            1,857                          52,146

Intercompany receivables                        4,323        319,850                -       $(324,173)              -

Investment in subsidiaries                     65,469              -                -         (65,469)              -

Property and equipment, net                    41,508         63,447            5,578               -         110,533

Intercompany receivables - long term            3,158              -                -          (3,158)              -

Intangible assets, net:
   Trademarks, net                            195,916              -                -               -         195,916
   Goodwill, net                                9,204              -                -               -           9,204
   Deferred financing costs and others,
      net                                       6,043            260                -               -           6,303

Loans receivable from shareholders              6,032              -                -               -           6,032

Other assets                                    9,319          2,155             (754)         (2,477)          8,243
                                             --------       --------           ------       ---------        --------

                                             $384,802       $392,171           $6,681       $(395,277)       $388,377
                                             ========       ========           ======       =========        ========

</TABLE>



                                    Page 13
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



                           CONSOLIDATING BALANCE SHEET
                              AS OF APRIL 20, 2003
                        (IN THOUSANDS EXCEPT SHARE DATA)
                                   (UNAUDITED)

                      LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                           GUARANTOR     NONGUARANTOR                     CONSOLIDATED
                                             PARENT      SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                             ------      ------------    ------------     ------------       -----

<S>                                          <C>             <C>              <C>           <C>              <C>
Current liabilities:
   Amounts due for untendered shares              $21                                                             $21
   Accounts payable                            13,351            $224           $936                           14,511
   Accrued expenses                            14,398           1,293          1,906                           17,597
   Accrued interest payable                     2,787               -              -                            2,787
   Current portion of mortgage payable              -             171              -                              171
                                             --------        --------         ------                         --------
     Total current liabilities                 30,557           1,688          2,842                           35,087

Intercompany payables                         319,850               -          4,323        $(324,173)              -

Deferred rent                                   8,110               -            680                -           8,790

Long-term debt, net of
   original issue discount                    252,565          15,425              -                -         267,990

Intercompany payables - long term                   -           3,158              -           (3,158)              -

Shareholders' equity (deficit):
   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 7,064,328
     shares                                        71               -              -                -              71
   Additional paid-in capital                      10          65,469          2,477          (67,946)             10
   Retained earnings (deficit)
                                             (226,361)        306,431         (3,641)               -          76,429
                                             --------        --------         ------        ---------        --------


                                             (226,280)        371,900         (1,164)         (67,946)         76,510
                                             --------        --------         ------        ---------        --------

                                             $384,802        $392,171         $6,681        $(395,277)       $388,377
                                             ========        ========         ======        =========        ========

</TABLE>




                                    Page 14
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                           CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 29, 2002
                        (IN THOUSANDS EXCEPT SHARE DATA)
                                     ASSETS

<TABLE>
<CAPTION>
                                                           GUARANTOR     NONGUARANTOR                     CONSOLIDATED
                                             PARENT      SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                             ------      ------------    ------------     ------------       -----

<S>                                          <C>             <C>              <C>           <C>              <C>
Current assets:
   Cash and cash equivalents                  $47,636          $6,539           $975                          $55,150
   Restricted cash for untendered shares           21               -              -                               21
   Receivables less allowance for
      doubtful accounts of $491:
      Franchise                                 2,059                              -                            2,059
      Other                                        69           1,088             87                            1,244
                                               ------           -----          -----                           ------
                                                2,128           1,088             87                            3,303

   Inventories                                  1,417           1,725            143                            3,285
   Prepaid expenses                             2,677            (342)            27                            2,362
   Current portion of loans receivable
      from shareholders                         3,232               -              -                            3,232
                                               ------           -----          -----                           ------
     Total current assets                      57,111           9,010          1,232                           67,353

Intercompany receivables                        5,197         313,877              -        $(319,074)              -

Investment in subsidiaries                     65,469               -              -          (65,469)              -

Property and equipment, net                    42,762          65,726          6,593                -         115,081

Intercompany receivables - long term            3,308               -              -           (3,308)              -

Intangible assets:
   Trademarks, net                            195,916               -              -                -         195,916
   Goodwill, net                                9,324               -              -             (120)          9,204
   Deferred financing costs, net                6,361             271              -                -           6,632

   Loans receivable from shareholders,
      less current portion                      2,800               -              -                -           2,800

   Other assets                                 8,742           1,705           (303)          (2,357)          7,787
                                                -----           -----           ----           ------           -----
                                             $396,990        $390,589         $7,522        $(390,328)       $404,773
                                             ========        ========         ======        ==========       ========
</TABLE>




                                    Page 15
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                           CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 29, 2002
                        (IN THOUSANDS EXCEPT SHARE DATA)
                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                           GUARANTOR     NONGUARANTOR                     CONSOLIDATED
                                             PARENT      SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                             ------      ------------    ------------     ------------       -----

<S>                                          <C>             <C>              <C>           <C>              <C>
Current liabilities:
   Amounts due for untendered shares              $21                                                             $21
   Accounts payable                             9,503            $212           $564                           10,279
   Accrued expenses                            17,887           1,560          2,176                           21,623
   Accrued interest payable                     8,181               -              -                            8,181
   Current portion of
      mortgage payable                              -             154              -                              154
                                             --------         -------         ------                           ------
     Total current liabilities                 35,592           1,926          2,740                           40,258
                                             --------         -------         ------                           ------

Intercompany payables                         313,877               -          5,197        $(319,074)              -
                                             --------         -------         ------        ----------          ------

Deferred rent
                                                7,793               -            681                -           8,474
                                             --------         -------         ------          -------          ------

Long-term debt, net of original issue
   discount                                   252,449          15,492              -                -         267,941
                                             --------         -------         ------          -------          ------

Intercompany payables - long term                   -           3,308              -           (3,308)               -
                                             --------         -------         ------          -------          ------

Shareholders' equity (deficit):
   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 7,064,328
     shares                                        71               -              -                -              71
   Additional paid-in capital                      10          65,469          2,477          (67,946)             10
   Retained earnings (deficit)               (212,802)        304,394         (3,573)               -          88,019
                                             --------         -------         ------          -------          ------

                                             (212,721)        369,863         (1,096)         (67,946)         88,100
                                             --------         -------         ------          -------          ------

                                             $396,990        $390,589         $7,522        $(390,328)       $404,773
                                             ========        ========         ======        ==========       ========

</TABLE>




                                    Page 16
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                      CONSOLIDATING STATEMENT OF OPERATIONS
                   FOR THE SIXTEEN WEEKS ENDED APRIL 20, 2003
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           GUARANTOR     NONGUARANTOR                     CONSOLIDATED
                                             PARENT      SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                             ------      ------------    ------------     ------------       -----
REVENUES:
---------

<S>                                            <C>             <C>             <C>             <C>             <C>
   Restaurant sales                           $37,415         $46,595         $4,499                          $88,509
   Franchise related income                     2,939               -              -                            2,939
   Real estate and other                          780             887              -                -           1,667
   Intercompany charges                             -           3,160              -          $(3,160)              -
                                             --------        --------         -------       ---------         --------
         Total revenues                        41,134          50,642          4,499           (3,160)         93,115
                                             --------        --------         -------       ---------         --------

Cost and expenses:
   Restaurant operating expenses:
       Cost of food and paper products          7,798          10,324          1,182                -          19,304
       Payroll and other employee
         benefits                              10,831          13,794          1,586                -          26,211
       Other operating costs                   14,938          17,337          1,257                -          33,532
   Depreciation and amortization                2,645           2,940            311                -           5,896
   General and administrative                   4,999           3,626             94                -           8,719
   Provision for restaurant closings              399               -            130                -             529
   Intercompany charges
                                                3,160               -              -           (3,160)              -
                                             --------        --------         -------       ---------         --------
       Total costs and expenses                44,770          48,021          4,560           (3,160)         94,191
                                             --------        --------         -------       ---------         --------

Operating income (loss) before
    minority interest                          (3,636)          2,621            (61)               -          (1,076)
Minority interest                                   -               -             (5)               -              (5)
                                             --------        --------         -------       ---------         --------
Operating (loss) income                        (3,636)          2,621            (66)               -          (1,081)
                                             --------        --------         -------       ---------         --------

Other (expense) income:
   Interest expense                            (9,131)           (452)             -                -          (9,583)
   Interest income                                214               -              -                -             214
   Equity in net income  of
     Unconsolidated affiliates
                                                  281               -              -                -             281
                                             --------        --------         -------       ---------         --------

Net other expense                              (8,636)           (452)             -                -          (9,088)
                                             --------        --------         -------       ---------         --------

(Loss) income before income taxes             (12,272)          2,169            (66)               -         (10,169)
Income taxes                                      188             131              2                -             321
                                             --------        --------         -------       ---------         --------

Net (loss) income                            $(12,460)         $2,038           $(68)      $        -        $(10,490)
                                             =========         ======           ====       ==========        =========

</TABLE>





                                    Page 17
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                      CONSOLIDATING STATEMENT OF OPERATIONS
                   FOR THE SIXTEEN WEEKS ENDED APRIL 21, 2002
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           GUARANTOR     NONGUARANTOR                     CONSOLIDATED
                                             PARENT      SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                             ------      ------------    ------------     ------------       -----
REVENUES:
---------

<S>                                            <C>             <C>             <C>             <C>            <C>
   Restaurant sales                           $41,413         $52,203         $7,153                         $100,769
   Franchise related income                     2,743               -              -                            2,743
   Real estate and other                          809           1,161              -            $(276)          1,694
   Intercompany charges                             -           4,050              -           (4,050)              -
                                              -------          ------       --------       ----------         -------
         Total revenues                        44,965          57,414          7,153           (4,326)        105,206
                                              -------          ------       --------       ----------         -------

Cost and expenses:
   Restaurant operating expenses:
       Cost of food and paper products          7,378          10,754          1,876                -          20,008
       Payroll and other employee
         benefits                              10,722          15,170          2,597                -          28,489
       Other operating costs                   14,781          18,417          2,519                -          35,717
   Depreciation and amortization                2,927           3,532            365                -           6,824
   General and administrative                   3,600           3,728            103             (276)          7,155
   Provision for restaurant closings              100               -             24                -             124
   Intercompany charges
                                                4,050               -              -           (4,050)              -
                                              -------          ------       --------       ----------         -------
       Total costs and expenses                43,558          51,601          7,484           (4,326)         98,317
                                              -------          ------       --------       ----------         -------

Operating income (loss) before
   minority interest                            1,407           5,813           (331)               -           6,889
Minority interest                                   -               -            (19)               -             (19)
                                              -------          ------       --------       ----------         -------
Operating income (loss)                         1,407           5,813           (350)               -           6,870
                                              -------          ------       --------       ----------         -------

Other (expense) income:
   Interest expense                            (9,121)           (453)             -                -          (9,574)
   Interest income                                154               -              -                -             154
   Equity in net income  of
     unconsolidated affiliates
                                                  261               -              -                -             261
                                              -------          ------       --------       ----------         -------

Net other expense                              (8,706)           (453)             -                -          (9,159)
                                              -------          ------       --------       ----------         -------

Income (loss) before income taxes              (7,299)          5,360           (350)               -          (2,289)
Income taxes (benefit)                           (158)            309            (19)               -             132
                                              -------          ------       --------       ----------         -------

Net income (loss)                             $(7,141)         $5,051          $(331)      $        -         $(2,421)
                                              ========         ======          =====       ==========         ========

</TABLE>





                                    Page 18
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                      CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE SIXTEEN WEEKS ENDED APRIL 20, 2003
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          GUARANTOR      NONGUARANTOR                       CONSOLIDATED
                                            PARENT       SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS         TOTAL
                                            ------       ------------    ------------     ------------         -----
OPERATING ACTIVITIES:
---------------------

<S>                                          <C>              <C>               <C>                           <C>
Net (loss) income                            $(12,460)        $2,038            $(68)                         $(10,490)
Adjustments to reconcile net (loss)
  income to net cash used in operating
  activities:
  Depreciation and amortization                 3,499          2,557             309                             6,365
  Loss on sale of other concept units
    included in prior year asset
    impairment costs                                -              -             250                               250
  Increase in deferred rent, net                  109            (19)              -                                90
  Minority interest                                 -              -               5                                 5
  Equity in net income of
    unconsolidated affiliates                    (281)             -               -                              (281)
  Dividends received from
    unconsolidated affiliates                     119              -               -                               119
  Changes in operating assets and
    liabilities:
    (Increase) decrease in receivables           (600)           379               1                              (220)
    Decrease in inventories                       419            506               7                               932
    Increase in prepaid expenses               (3,334)          (896)           (194)                           (4,424)
    (Increase) decrease in other assets          (286)          (360)            451                              (195)
    Increase in accounts payable and
    accrued expenses                              776            231              93                             1,100
    Decrease in accrued interest
    payable                                    (5,394)             -               -                            (5,394)
                                               -------       --------        --------                         ---------

Net cash (used in) provided by
    operating activities                      (17,433)         4,436             854                           (12,143)
                                               -------       --------        --------                         ---------

Investing activities:
Purchase of property and equipment             (2,233)          (755)            (83)                           (3,071)
                                               -------       --------        --------                         ---------

Net cash used in investing activities          (2,233)          (755)            (83)                           (3,071)
                                               -------       --------        --------                         ---------


</TABLE>





                                    Page 19
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                      CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE SIXTEEN WEEKS ENDED APRIL 20, 2003
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                         GUARANTOR      NONGUARANTOR                    CONSOLIDATED
                                           PARENT       SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS        TOTAL
                                           ------       ------------    ------------    ------------        -----
FINANCING ACTIVITIES:
---------------------

<S>                                              <C>            <C>             <C>                            <C>
Mortgage principal repayments                                  $(50)                                           $(50)
Tax distribution                             $(1,101)             -                                          (1,101)
Intercompany balances                          6,994         (6,263)          $(731)                              -
                                             -------        -------          -------                        -------
Net cash provided by
   (used in) financing activities              5,893         (6,313)           (731)                         (1,151)
                                             -------        -------          -------                        -------

(Decrease) increase in cash and
  cash equivalents                           (13,773)        (2,632)             40                         (16,365)
Cash and cash equivalents at
  Beginning of period                         47,636          6,539             975                          55,150
                                             -------        -------          -------                        -------
Cash and cash equivalents at
  end of period                              $33,863         $3,907          $1,015                         $38,785
                                             =======        =======          ======                         =======

Supplemental disclosure of cash flow
  Information:
Cash paid during the period for
  income taxes                                   $91            $15             $13                            $119
                                                 ===            ===             ===                            ====
Cash paid during the period for
  Interest                                   $14,110           $438          $    -                         $14,548
                                             =======           ====          ======                         =======

</TABLE>









                                    Page 20
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                      CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE SIXTEEN WEEKS ENDED APRIL 21, 2002
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           GUARANTOR     NONGUARANTOR                     CONSOLIDATED
                                             PARENT      SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS       TOTAL
                                             ------      ------------    ------------     ------------       -----
OPERATING ACTIVITIES:
---------------------
<S>                                            <C>             <C>              <C>               <C>          <C>
Net (loss) income                             $(7,141)         $5,051          $(331)                         $(2,421)
Adjustments to reconcile net (loss)
   income to net cash (used in)
   provided by operating activities:
      Depreciation and amortization             3,362           3,544            365                            7,271
      Increase in deferred rent, net              272             (54)            44                              262
      Minority interest                             -               -             19                               19
      Equity in income of
     Unconsolidated affiliates                   (261)              -              -                             (261)
    Dividends received from
     Unconsolidated affiliates                    311               -              -                              311
    Changes in operating assets
     and liabilities:
     Decrease (increase) in receivables           187             (13)           (20)                             154
     Decrease in inventories                      246             186             58                              490
     Increase in prepaid assets                  (755)         (1,153)          (239)                          (2,147)
     (Increase) decrease in other assets         (183)            264             39            $(120)              -
     (Decrease) increase in accounts
       Payable and accrued expenses            (5,854)         (1,162)          (890)             120          (7,786)
     Decrease in accrued interest
       Payable                                 (5,394)              -                -              -          (5,394)
                                              --------        --------        ------           ------         --------

Net cash (used in) provided by
    operating activities                      (15,210)          6,663           (955)               -          (9,502)
                                              --------        --------        ------           ------         --------

Investing activities:
---------------------
Purchases of property and equipment            (1,347)           (416)            42                -          (1,721)
                                              --------        --------        ------           ------         --------

Net cash (used in) provided by
     investing activities                      (1,347)           (416)            42                -          (1,721)
                                              --------        --------        ------           ------         --------

</TABLE>




                                    Page 21
<PAGE>

                          SBARRO, INC. AND SUBSIDIARIES
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                      CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE SIXTEEN WEEKS ENDED APRIL 21, 2002
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         GUARANTOR      NONGUARANTOR                    CONSOLIDATED
                                           PARENT       SUBSIDIARIES    SUBSIDIARIES    ELIMINATIONS        TOTAL
                                           ------       ------------    ------------    ------------        -----
FINANCING ACTIVITIES:
---------------------

<S>                                            <C>          <C>             <C>                <C>          <C>
Mortgage principal repayments                      -            (46)              -                -            (46)
Tax distribution                              (3,125)             -               -                -         (3,125)
Intercompany balances                          6,939         (7,574)            635                -              -
                                             -------         ------        --------          -------        -------
Net cash (used in) provided
   by financing activities                     3,814         (7,620)            635                -         (3,171)
                                             -------         ------        --------          -------        -------

Decrease in cash and
  cash equivalents                           (12,743)        (1,373)           (278)               -        (14,394)
Cash and cash equivalents at
  beginning of period                         29,673          5,437           1,842                -         36,952
                                             -------         ------        --------          -------        -------
Cash and cash equivalents at
  end of period                              $16,930         $4,064          $1,564          $     -        $22,558
                                             =======         ======        ========          =======        =======

Supplemental disclosure of cash flow
  information:
Cash paid during the period for
  income taxes                                  $233           $107        $      -          $     -           $340
                                             =======           ====        ========          =======        =======
Cash paid during the period for
  interest                                   $14,055           $442        $      -          $     -        $14,497
                                             =======           ====        ========          =======        =======

</TABLE>









                                    Page 22
<PAGE>



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

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


<TABLE>
<CAPTION>
                                                16 WEEKS          16 WEEKS                         FISCAL YEAR
                                                  ENDED             ENDED                    ----------------------
                                                  04/20/03         04/21/02                  2002              2001
                                                  --------         --------                  ----              ----
<S>                                                  <C>               <C>                   <C>               <C>
Company-owned restaurants:
   Opened during period                             -                   2                     13                 9
   Acquired from (sold to)
     franchisees during period-net                   (4)                -                     (6)                -
   Closed during period                              (9)              (11)                   (51)              (43)
                                                    ---               ---                    ---               ---
   Open at end of period (1)                        545               593                    558               602

Franchised restaurants:
   Opened during period                              10                 7                     42                42
   Purchased from (sold to)
     Company during period-net                        4                 -                      6                 -
   Closed or terminated during period                (8)               (8)                   (20)              (20)
                                                    ---               ---                    ---               ---
   Open at end of period                            359               324                    353               325

All restaurants:
   Opened during period                              10                 9                     55                51
   Closed or terminated during period               (17)              (19)                   (71)              (63)
                                                    ---               ---                    ---               ---
   Open at end of period (1)                        904               917                    911               927

Kiosks (all franchised) open at
   end of period                                      3                 4                      3                 4

</TABLE>



--------------------
(1)  Excludes  30, 34, 32 and 37 other  concept  units as of April 20,  2003 and
     April  21,  2002,  the end of  fiscal  2002  and the  end of  fiscal  2001,
     respectively.




                                    Page 23
<PAGE>

Our  business  is subject to  seasonal  fluctuations,  the effect of weather and
economic conditions. Earnings have been highest in our fourth fiscal quarter due
primarily to  increased  volume in shopping  malls  during the holiday  shopping
season but fluctuates due to the length of the holiday  shopping  period between
Thanksgiving  and New Year's Day and the number of weeks in our fourth  quarter.
In recent years, our fourth quarter income has also fluctuated significantly due
to a number of additional  factors,  including the adverse effect of the general
economic downturn, the continuing effect of the events of September 11, 2001 and
significant year end adjustments  relating to asset impairment and store closing
costs. Due to the seasonality of our business, we perform the annual testing for
impairment  on our  trademarks  and  goodwill  as required by SFAS 142 after our
fourth  quarter  is  completed  and more  information  is  available  to us. The
evaluation of  impairment  of long-lived  assets as required by SFAS 144 is made
when events or circumstances indicate that the carrying amount of the assets may
not be recoverable and considers many factors,  in addition to  seasonality.  If
impairment factors are present earlier than year-end,  we record any adjustments
as determined necessary through interim testing at that time.

Our  consolidated  EBITDA for the  sixteen  weeks  ended April 20, 2003 was $5.0
million  compared to $14.0  million for the sixteen  weeks ended April 21, 2002.
EBITDA  represents  earnings before interest income,  interest  expense,  taxes,
depreciation  and  amortization.  EBITDA  should not be  considered in isolation
from,  or as a substitute  for, net income,  cash flow from  operations or other
cash  flow  statement  data  prepared  in  accordance  with  generally  accepted
accounting  principles  ("GAAP")  of the United  States  measure of a  company's
profitability or liquidity. Rather, we believe that EBITDA provides relevant and
useful information for analysts and investors in our senior notes in that EBITDA
is one of the factors in the  calculation of our  compliance  with the ratios in
the indenture under which our senior notes are issued and bank credit  agreement
and to determine the  commitment  fee we pay on the unused portion of our credit
facility.  We also  internally  use EBITDA as one of the  measures to  determine
whether to  continue  or close  restaurant  units  since it  provides  us with a
measurement  of whether we are  receiving  an  adequate  cash return on our cash
investment.  Our  calculation  of EBITDA may not be  comparable  to a  similarly
titled measure reported by other companies, since all companies do not calculate
this  non-GAAP  measure  in the same  manner.  Our EBITDA  calculations  are not
intended to represent cash provided by (used in) operating activities since they
do  not  include  interest  and  taxes  and  changes  in  operating  assets  and
liabilities,  nor are they  intended to  represent a net  increase in cash since
they  do not  include  cash  provided  by  (used  in)  investing  and  financing
activities.  The  following  table  reconciles  EBITDA to our net loss  which we
believe is the most direct comparable  financial measure to EBITDA,  for each of
the sixteen week periods presented (in thousands):

                                               2003             2002
                                               ----             ----

      EBITDA                                   $5,096          $13,955
      Interest expense                         (9,583)          (9,574)
      Interest income                             214              154
      Income taxes                               (321)            (132)
      Depreciation and amortization            (5,896)          (6,824)
                                             --------          -------
      Net loss                               $(10,490)         $(2,421)
                                             ========          =======



                                    Page 24
<PAGE>

Restaurant sales from  Sbarro-owned  quick service units and consolidated  other
concept units decreased 12.2% to $88.5 million for the sixteen weeks ended April
20, 2003 from  $100.8  million in the sixteen  weeks ended April 21,  2002.  The
decrease in sales  reflects  $9.6 million of lower sales of Sbarro quick service
units and $2.6 million of lower sales of  consolidated  other concept units.  Of
the decline in Sbarro quick service unit restaurant  sales,  approximately  $6.3
million resulted from a 7.1% decrease in comparable unit sales to $84.6 million.
We believe this decline was attributable to a reduction in shopping mall traffic
related to the general  economic  downturn in the United States,  the continuing
impact of the events of September 11, 2001 and the effects of the threatened and
then actual  military  action in Iraq during the first  quarter of fiscal  2003.
Comparable  restaurant  sales are made up of sales at  locations  that were open
during the entire current and prior fiscal years.  Since the end of fiscal 2001,
we closed 47 more units than we opened  (including  nine units closed during the
first quarter of fiscal 2003),  causing the remaining $3.3 million net reduction
in Sbarro  quick  service  unit sales.  The units closed since the end of fiscal
2001, were generally low volume units that did not have a material impact on our
results of operations.  Of the decline in consolidated other concept unit sales,
approximately  $0.7 million  resulted from a 14.4%  decrease in comparable  unit
sales to $4.2 million. We believe that this decline was attributable to the same
factors that affected Sbarro quick service locations. In addition, since the end
of fiscal 2001, eight consolidated  other concept units have been closed,  which
resulted in a net sales  reduction of $1.9 million from sales at those locations
in the first quarter of fiscal 2003.

Franchise  related  income  increased 7.1% to $2.9 million for the sixteen weeks
ended April 20, 2003 from $2.7  million in the  sixteen-week  period ended April
21, 2002. This increase was from royalties  earned from locations  opened during
fiscal 2003 and 2002 offset,  in part, by a 4.7%  reduction in  comparable  unit
sales at both  domestic  and  international  locations  in the first  quarter of
fiscal 2003.

Real estate and other  revenues  decreased  1.6% in the first fiscal  quarter of
2003 from the same  period in fiscal  2002  primarily  due to changes in certain
vendor rebates.

Cost of food and paper products as a percentage of restaurant sales increased to
21.8% for the sixteen  weeks ended April 20, 2003 from 19.9% for the  comparable
2002 fiscal period.  In early fiscal 2003, we replaced our national  independent
wholesale  distributor with another national independent  wholesale  distributor
due to the bankruptcy of our then national wholesale food distributor. We do not
believe there will be a material  impact on the cost of food and paper  products
from this new  distribution  arrangement as the majority of the products used in
our restaurants are proprietary and we are involved in negotiating their cost to
the wholesaler.  However,  the cost of sales  percentage in the first quarter of
2003 was impacted by the cost of purchases of product from third  parties  until
the new  distribution  contract  was  effective  as well as by the  decrease  in
comparable sales. In addition, without changing the effect on the final product,
we  modified  our pizza and pasta  sauce  recipes  to  utilize  ready made sauce
instead of crushed tomatoes as the base raw material.  We estimate that this has
added approximately .75% to our cost of food. The use of this product allows for
more  effective  use of our  restaurant  staff in  enhancing  the overall  guest
experience at our quick-service locations. Changes in cheese prices did not have
a  significant  effect on the  change in cost of sales in the first  quarter  of
fiscal 2003.

                                    Page 25
<PAGE>
Cheese  prices to date in the second  quarter  to date of fiscal  2003 have been
slightly lower than in the comparable period in fiscal 2002.

Payroll and other employee benefits  decreased by $2.3 million,  as a percentage
of  restaurant  sales,  increased to 29.6% in the sixteen  weeks ended April 20,
2003 from 28.3% of  restaurant  sales in the sixteen weeks ended April 21, 2002.
Both effects were primarily due to the reduced level of sales.

Other  operating  expenses  decreased by $2.2 million but  increased to 37.9% of
restaurant  sales in the  sixteen  weeks  ended April 20, 2003 from 35.4% in the
sixteen weeks ended April 21, 2002  primarily due to increases in rent and other
occupancy related expenses  resulting from the renewal of existing leases at the
end of their  terms  at  higher  rental  rates,  compounded,  in the case of the
percentage of restaurant  sales, by the reduced level of sales. In addition,  we
are continuing to experience  increases in our repair and maintenance  costs due
to the number of years that the majority of our  locations  have been  operating
and the results of the long-term utilization of their equipment.

Depreciation  and amortization  expense  decreased by $0.9 million for the first
quarter of fiscal 2003 from the same period in fiscal 2002.  The  reduction  was
due to fewer numbers of units in operation in fiscal 2003 ($0.6 million) and for
locations that had been included in the provision for asset impairment in fiscal
2002 for  which no  depreciation  was  taken in  fiscal  2003 and  decreases  in
depreciation and amortization for locations that became fully depreciated during
fiscal 2002.

General  and  administrative  expenses  were  $8.7  million,  or 9.4%  of  total
revenues,  for the sixteen weeks ended April 20, 2003, compared to $7.2 million,
or 6.8% of total revenues,  for the sixteen weeks ended April 21, 2002.  Factors
contributing  to the  increases  were $0.2  million  of legal fees  incurred  in
connection  with a lawsuit  tried in fiscal 2003, a $0.2 million  allowance  for
doubtful  accounts  receivable  recorded with respect to our franchisee in Spain
that declared  bankruptcy  during the first  quarter of fiscal 2003,  bonuses of
$0.7  million  that were  granted  to  certain  executive  officers  and  higher
quick-service  field management travel and related costs relating to a number of
regional  field  management  meetings  that were held in the beginning of fiscal
2003.

During the first sixteen  weeks of fiscal 2003 and 2002, we recorded  provisions
for restaurant closings of $0.5 million and $0.1 million, respectively.

Minority interest represents the share of the minority holders' interests in the
earnings  or loss of a joint  venture in which we have a majority  interest.  In
early  fiscal  2002,  we closed  one of the two  locations  owned by this  joint
venture.  The closed unit had a nominal  operating  loss in the first quarter of
fiscal 2002.

Interest  expense of $9.6 million for the first  quarter of both fiscal 2003 and
2002 relates to the 11%, $255.0 million senior notes issued to finance our going
private transaction ($8.6 million), the 8.4%, $16.0 million mortgage loan on our
corporate  headquarters  in 2001 ($0.5  million)  and fees for unused  borrowing
capacity under our credit agreement ($0.1 million). In addition, $0.4 million in
each of the first quarter of fiscal 2003 and 2002  represents  non-cash  charges
for the


                                    Page 26
<PAGE>
total of the  accretion of the original  issue  discount on our senior notes and
the  amortization  of  deferred  financing  costs on the  senior  notes,  credit
agreement and the mortgage loan.

Interest income was approximately $0.2 million for each of the first quarters of
fiscal 2003 and 2002.  Higher cash  available for investment in fiscal 2003 than
in fiscal 2002 was offset by the lower prevailing  interest rates in effect. The
indenture under which our senior notes are issued and our credit agreement limit
the types of investments which we may make.

Equity  in  the  net  income  of   unconsolidated   affiliates   represents  our
proportionate  share of earnings and losses in those other  concepts in which we
have a 50% or less ownership  interest.  The increase in our share of the equity
in the net income of  unconsolidated  affiliates  was  primarily  as a result of
improved performance of our steakhouse joint venture. We have determined that we
will continue,  to the extent agreed with our joint venture partners, to develop
and expand the  steakhouse  joint venture  locations but do not intend to expand
our other joint venture operations.

We have elected to be taxed under the provisions of Subchapter S of the Internal
Revenue Code and, where applicable and permitted,  under similar state and local
income  tax  provisions  beginning  January  3, 2000.  Under the  provisions  of
Subchapter S, substantially all taxes on our income are paid by our shareholders
rather than us. Our tax  expense  for both the first  quarter of fiscal 2003 and
fiscal 2002 of approximately  $0.3 million and $0.1 million,  respectively,  was
for taxes owed to  jurisdictions  that do not recognize S corporation  status or
that tax entities based on factors other than income.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

We have  historically  not  required  significant  working  capital  to fund our
existing  operations and have financed our capital  expenditures and investments
in our joint ventures through cash generated from operations. At April 20, 2003,
we had  unrestricted  cash and cash  equivalents  of $38.8  million  and working
capital of $17.1 million  compared to unrestricted  cash and cash equivalents of
$22.5 million and working capital of $8.5 million at April 21, 2002.

Net cash used in operating  activities  was $12.1  million for the sixteen weeks
ended April 20,  2003  compared to $9.5  million  used during the sixteen  weeks
ended April 21, 2002. The $2.6 million increase in cash used resulted  primarily
from an $8.9  million  reduction in EBITDA,  an increase in prepaid  expenses of
approximately $2.3 million, primarily due to an increase in prepaid insurance in
fiscal 2003 as  compared  to fiscal  2002,  offset,  in large  part,  by an $8.9
million  increase in accounts payable and accrued  expenses.  Of the increase in
accounts payable,  approximately  $2.6 million relates to the amount accrued for
our  bankrupt  former  national  independent  wholesale  distributor.  We are in
negotiations  with its creditors'  committee with regard to the amount,  if any,
owed as we believe that  significant  additional  costs were incurred  after the
bankruptcy  filing date due to the  bankruptcy.  Accrued  expenses for the first
quarter of fiscal 2003  include the accrued  bonuses of $0.7 million for certain
executive  officers  discussed above.  The increase also reflects  approximately
$2.1 million related to the financing of our insurance  policies in fiscal 2003.
Although our policies were also financed in fiscal 2002, no amounts were accrued
as the financing terms had yet been finalized.


                                    Page 27
<PAGE>


Net cash used in  investing  activities  has  historically  been  primarily  for
capital  expenditures,  including  investments  made by our  consolidated  other
concepts.  Net cash used in investing activities increased from $1.7 million for
the sixteen  weeks ended  April 21, 2002 to $3.1  million for the sixteen  weeks
ended  April  20,  2003  primarily  due to an  increase  in  quick  service  and
renovation activity.

Net cash used in financing  activities  was $1.2  million for the sixteen  weeks
ended April 20, 2003  compared to $3.2  million in the  comparable  2002 period,
caused by a $2.0 million reduction in tax distributions to shareholders.

We incur annual cash interest expense of  approximately  $29.7 million under our
senior notes and mortgage  loan and may incur  additional  interest  expense for
borrowings under our credit  agreement.  In addition to debt service,  we expect
that our other  liquidity  needs will  relate to capital  expenditures,  working
capital, investments in other ventures,  distributions to shareholders permitted
under the  indenture  for the senior notes and the credit  agreement and general
corporate purposes.  We believe that aggregate  restaurant capital  expenditures
and our  investments  in joint  ventures  during  the next  twelve  months  will
approximate the fiscal 2002 levels.

We expect our primary sources of liquidity to meet these needs will be cash flow
from  operations.  Also  at May  30,  2003,  we had  $28.1  million  of  undrawn
availability  under our bank credit  agreement,  net of  outstanding  letters of
credit and guarantees of  reimbursement  obligations  aggregating  approximately
$1.9 million.

We are subject to various  covenants  under the indenture under which our senior
notes are  issued  and under our bank  credit  agreement.  One of the  covenants
limits  our  ability  to  borrow  funds  (except  under  specifically  permitted
arrangements,  such as up to $75.0 million of revolving credit loans) unless our
consolidated interest ratio coverage (as defined), after giving pro forma effect
to the interest on the new  borrowing,  for the four most recently  ended fiscal
quarters  is at least 2.5 to 1.  Another  covenant  limits  our  ability to make
"restricted payments," including,  among other things,  dividend payments (other
than  as  distributions   pursuant  to  our  tax  payment   agreement  with  our
shareholders  related to Subchapter S  distributions)  and investments in, among
other things, unrestricted subsidiaries, to specified amounts determined under a
formula contained in the indenture provided that that ratio is at least 2.0 to 1
after giving pro forma  effect to the  restricted  payment.  For the four fiscal
quarters ended April 20, 2003, our consolidated interest coverage ratio was 1.59
to 1. As a result,  we are not  presently  able to borrow  funds (other than the
specifically permitted indebtedness).  Additionally, under the formula contained
in the  indenture,  we may not presently  make  restricted  payments  other than
certain permitted  investments and tax distributions.  We cannot make restricted
payments until we increase the restricted payment  availability by approximately
$10.8 million, and then only to the extent of any excess over that amount.

The tax payment  agreement  was entered  into as part of our  election  that our
shareholders,  rather  than us,  be  taxed on our  taxable  income  pursuant  to
Subchapter S of the Internal  Revenue Code and, where  applicable and permitted,
under similar state and local tax provisions.  The Tax Payment Agreement permits
us, regardless of whether we can make restricted payments,  to make

                                    Page 28
<PAGE>

periodic  tax   distributions   to  our  shareholders  in  amounts  intended  to
approximate the income taxes,  including  estimated taxes, that would be payable
by them if their only income were their pro rata share of our taxable income and
that  income  was taxed at the  highest  applicable  Federal  and New York state
marginal income tax rates.

Our contractual  obligations and off balance sheet  arrangements with respect to
both our Sbarro  quick  service and our other  concepts  (both those in which we
have a  majority  or  minority  interest)  do not  differ  materially  from  the
information  disclosed  in Item 7, Part 2 of our Annual  Report on Form 10-K for
the 2002 fiscal year.

We have  received a waiver of  compliance  for the first  quarter of fiscal 2003
from certain ratios required to be maintained  under our bank credit  agreement,
as amended in March  2003.  Our credit  agreement  requires  that we  maintain a
minimum ratio of consolidated  EBITDA to consolidated  interest expense (in each
case with the  guaranteeing  subsidiaries,  the same entities as our  Restricted
Subsidiaries  under the indenture) of at least 1.4 to 1.0 beginning December 30,
2002 and 1.5 to 1.0 beginning December 28, 2003 on the four quarters ended April
20, 2003,  this ratio was 1.36 to 1. We are also  required to maintain a maximum
ratio of consolidated  senior debt to consolidated EBITDA (in each case with the
guaranteeing  subsidiaries) of 6.5 to 1.0 beginning December 30, 2002 and 6.0 to
1.0 beginning  December 28, 2003.  For the four  quarters  ended April 20, 2003,
this ratio was 6.67 to 1.

CRITICAL ACCOUNTING POLICIES AND JUDGMENTS
------------------------------------------

Accounting  policies are an integral  part of the  preparation  of our financial
statements in accordance with accounting  principles  generally  accepted in the
United States of America.  Understanding  these  policies,  therefore,  is a key
factor in  understanding  our  reported  results  of  operations  and  financial
position.  Certain critical accounting policies require us to make estimates and
assumptions  that  affect  the  amounts  of assets,  liabilities,  revenues  and
expenses reported in the financial  statements.  Due to their nature,  estimates
involve judgments based upon available information. Therefore, actual results or
amounts  could differ from  estimates and the  difference  could have a material
impact on our consolidated financial statements. During the sixteen weeks ending
April 20, 2003, there have been no material  changes in the accounting  policies
whose  application  may have a  significant  effect on our  reported  results of
operations and financial  position and that can require  judgments by management
that can affect their  application from the matters  discussed under the heading
"Critical  Accounting  Policies and  Judgments" in Part II, Item 7 of our Annual
Report on Form 10-K for the fiscal year ended December 29, 2002.

FORWARD LOOKING STATEMENTS
--------------------------

This report  contains  certain  forward-looking  statements  about our financial
condition,   results  of  operations,   future  prospects  and  business.  These
statements  appear in a number of places in the  report and  include  statements
regarding our intent,  belief,  expectation,  strategies or  projections at that
time. These statements generally contain words such as "may," "should," "seeks,"
"believes,"  "in  our  opinion,"  "expects,"  "intends,"  "plans,"  "estimates,"
"projects," "strategy" and similar expressions or the negative of those words.


                                    Page 29
<PAGE>

Forward-looking  statements  are subject to a number of known and unknown  risks
and  uncertainties  that could cause actual  results to differ  materially  from
those projected,  expressed or implied in the forward-looking statements.  These
risks and uncertainties,  many of which are not within our control,  include but
are not limited to:

o    general economic, weather and business conditions;
o    the  availability  of suitable  restaurant  sites in  appropriate  regional
     shopping malls and other locations on reasonable rental terms;
o    changes in consumer tastes;
o    changes in  population  and  traffic  patterns,  including  the effect that
     military  action and terrorism or other events may have on the  willingness
     of consumers to frequent  shopping malls,  airports or downtown areas which
     are the predominant areas in which our restaurants are located;
o    our ability to continue to attract franchisees;
o    the success of the our present,  and any future,  joint  ventures and other
     expansion opportunities;
o    the  availability  of food  (particularly  cheese and  tomatoes)  and paper
     products at current prices;
o    our ability to pass along cost increases to our customers;
o    no material increase occurring in the Federal minimum wage;
o    the continuity of services of members of our senior management team;
o    our  ability  to attract  and retain  competent  restaurant  and  executive
     managerial personnel;
o    competition;
o    the level of, and our ability to comply with, government regulations;
o    our ability to generate  sufficient cash flow to make interest payments and
     principal under our senior notes and credit agreement;
o    our ability to comply with covenants contained in the indenture under which
     the  senior  notes are  issued and in our bank  credit  agreement,  and the
     effects which the  restrictions  imposed by those covenants may have on our
     ability to operate our business; and
o    our ability to  repurchase  senior  notes to the extent  required  and make
     repayments  under our credit  agreement to the extent required in the event
     we make certain asset sales or experience a change of control.

You are cautioned not to place undue reliance on these  statements,  which speak
only as of the date of the report.  We do not  undertake any  responsibility  to
release publicly any revisions to these forward-looking  statements to take into
account  events or  circumstances  that  occur  after  the date of this  report.
Additionally,  we do not  undertake  any  responsibility  to  update  you on the
occurrence of any unanticipated  events which may cause actual results to differ
from those expressed or implied by the forward-looking  statements  contained in
this report.


                                    Page 30
<PAGE>

ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURES OF MARKET RISK

We have historically invested our cash on hand in short term, fixed rate, highly
rated and  highly  liquid  instruments  which are  reinvested  when they  mature
throughout  the year.  The  indenture  under  which our senior  notes are issued
limits the  investments we may make.  Although our existing  investments are not
considered  at risk with  respect to changes in  interest  rates or markets  for
these  instruments,  our  rate of  return  on  short-term  investments  could be
affected at the time of reinvestment as a result of intervening events.

Future  borrowings  under our credit  facility (none are currently  outstanding)
will be at rates that float with the market and,  therefore,  will be subject to
fluctuations  in interest  rates.  Our $255.0  million senior notes bear a fixed
interest  rate of 11.0%.  We are not a party to, and do not expect to enter into
any interest rate swaps or other instruments to hedge interest rates.

We have not, and do not expect to,  purchase  future,  forward,  option or other
instruments to hedge against  fluctuations  in the prices of the  commodities we
purchase.  As a result, our future commodities  purchases are subject to changes
in the prices of such commodities.

All of our transactions  with foreign  franchisees have been denominated in, and
all  payments  have been made in,  United  States  dollars,  reducing  the risks
attendant in changes in the values of foreign  currencies.  As a result, we have
not purchased future  contracts,  options or other  instruments to hedge against
changes in values of foreign currencies.

ITEM 4.   CONTROLS AND PROCEDURES

               (a) Evaluation of disclosure controls and procedures

               Within 90 days prior to the date of this  report,  an  evaluation
         was carried out of the effectiveness of the design and operation of our
         "disclosure  controls and  procedures,"  as defined in, and pursuant to
         Rule 13a-14c of the Securities  Exchange Act of 1934 by our Chairman of
         the  Board,   President  and  principal   executive  officer  and  Vice
         President,  Controller  and  principal  accounting  officer (the person
         performing the function of our principal financial  officer).  Based on
         that evaluation these officers  concluded that, as of the date of their
         evaluation,  our disclosure  controls and procedures  were effective to
         ensure that material information relating to us and our subsidiaries is
         made known to them.

               (b) Changes in internal controls

               There were no significant  changes in our internal controls or in
         other factors that could  significantly  affect these internal controls
         subsequent to the evaluation discussed above.




                                    Page 31
<PAGE>
                           PART II. OTHER INFORMATION
                           --------------------------


Item 1.  Legal proceedings

         On December 20, 1999,  fourteen  current and former general managers of
         Sbarro  restaurants in California  amended a complaint against us filed
         in the Superior Court of California  for Orange  County.  The complaint
         alleges  that the  plaintiffs  were  improperly  classified  as  exempt
         employees  under the  California  wage and hour law. The plaintiffs are
         seeking  actual  damages,  punitive  damages and costs of the  lawsuit,
         including  reasonable  attorney's  fees,  each in unspecified  amounts.
         Plaintiffs filed a motion to certify the lawsuit as a class action, but
         the Court denied the motion. The trial was concluded in April 2003, and
         the parties have  submitted  post-trial  briefs.  The Court has not yet
         issued a judgment.

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

a)  Exhibits:

4.02(d)  Letter  agreement  dated  May  30,  2003  with  respect  to the  Credit
         Agreement  dated as of  September  23, 1999  between  Sbarro,  Inc. and
         Citibank N.A. as successor to European American Bank, as agent.

99.01    Certification  of  Principal  Executive  Officer  pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

99.02    Certification  of Vice President,  Controller and Principal  Accounting
         Officer,  the person performing the function of our principal financial
         officer,  pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

                  None




                                    Page 32
<PAGE>


                                   SIGNATURES
                                   ----------


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:       June 3, 2003              By: /s/ MARIO SBARRO
      ---------------------               -------------------------------------
                                          Mario Sbarro
                                          Chairman of the Board and President
                                          (Principal Executive Officer)


Date:       June 3, 2003              By:  /s/ STEVEN B. GRAHAM
      ---------------------               -------------------------------------
                                          Steven B. Graham
                                          Vice President and Controller
                                          (Principal Accounting Officer)





                                    Page 33
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mario Sbarro, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sbarro, Inc.;

2. Based on my  knowledge,  this  Quarterly  Report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  Quarterly
          Report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date"); and

     c)   presented  in  this  Quarterly   Report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and



                                    Page 34
<PAGE>

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: June 3, 2003                       /s/ MARIO SBARRO
                                        ----------------------------------------
                                        Mario Sbarro,
                                        Chairman of the Board and President
                                        (Principal Executive Officer)



                                    Page 35
<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven B. Graham, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Sbarro, Inc.;

2. Based on my  knowledge,  this  Quarterly  Report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this Quarterly
Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this Quarterly  Report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  Quarterly
          Report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date"); and

     c)   presented  in  this  Quarterly   Report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and


                                    Page 36
<PAGE>

          report  financial  data  and  have  identified  for  the  registrant's
          auditors any material weaknesses in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
Quarterly  Report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    June 3, 2003                   /s/ STEVEN B. GRAHAM
                                        ----------------------------------------
                                        Steven B. Graham,
                                        Vice President and Controller
                                        (Principal Accounting Officer and person
                                        performing the function of our
                                        principal financial officer)






                                    Page 37
<PAGE>


                                  EXHIBIT INDEX
                                  -------------


EXHIBIT NUMBER                              DESCRIPTION
--------------                              -----------


4.02(d)   Letter  agreement  dated  May 30,  2003  with  respect  to the  Credit
          Agreement  dated as of  September  23, 1999 between  Sbarro,  Inc. and
          Citibank N.A. as successor to European American Bank, as agent.

99.01     Certification  of Principal  Executive  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

99.02     Certification  of Vice  President,  Controller,  Principal  Accounting
          Officer, the person performing the function of our principal financial
          officer,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.