SBARRO, INC.
                              1991 STOCK INCENTIVE PLAN
                        (as amended through August 20, 1996)

            1.   Purpose of the Plan

                      The purpose of this 1991 Stock Incentive Plan (the
            "Plan")  of  Sbarro,  Inc.,  a  New  York  corporation  (the
            "Corporation"),  is  to   promote  the   interests  of   the
            Corporation   in   attracting   and   retaining   employees,
            consultants and  advisors by  enabling  them to  acquire  or
            increase a proprietary interest in the Corporation,  benefit
            from appreciation in the  value of the Corporation's  Common
            Stock, par value  $.01 per share  (the "Common Stock")  and,
            thus,  participate   in   the  long-term   growth   of   the
            Corporation.  The Plan provides for the grant of  "incentive
            stock options" ("ISOs")  within the meaning  of Section  422
            (formerly Section  422A) of  the  Internal Revenue  Code  of
            1986, as amended  (the "Code"), stock  options which do  not
            qualify as  ISOs  ("NQSOs") and  stock  appreciation  rights
            ("SARs"), which may  be free-standing or granted  in tandem
            with an option.   The  words "Parent"  and "Subsidiary",  as
            used in  the Plan,  shall mean  a  parent corporation  or  a
            subsidiary corporation of the Corporation, respectively,  as
            defined in Section 424 of the Code.  The word  "disability",
            as used  in the  Plan, shall  mean  a "permanent  and  total
            disability"  under  Section  22(e)(3)   of  the  Code.     A
            "Reporting Person" shall mean any holder of an option or SAR
            who is subject to  the reporting requirements under  Section
            16(a) of the  Securities Exchange  Act of  1934, as  amended
            (the "Exchange Act").

            2.   Stock Subject to the Plan

                      Subject to the provisions of Article 11, the total
            number of  shares  of Common  Stock  with respect  to  which
            options or  SARs may  be granted  under the  Plan shall  not
            exceed 1,000,000.  Shares issued under the Plan may  consist
            either in  whole  or  in part  of  authorized  but  unissued
            shares,  or  shares  which  shall  have  been  purchased  or
            acquired by the  Corporation for this  or any other  purpose
            which are held in the treasury.  In the event any option  or
            SAR granted  under the  Plan shall  expire, be  canceled  or
            terminate for any reason without it (and without any related
            tandem SAR or option) having been exercised in full or shall
            cease for any reason to be exercisable in whole or in  part,
            the shares relating to  the expired, canceled or  terminated
            portion of the option  or SAR shall  again be available  for
            grant under the Plan.  The number of shares of Common  Stock
            underlying that  portion  of  an  option  or  SAR  which  is
            exercised shall not again  become available for grant  under
            the Plan.

            3.   Administration of the Plan<PAGE>






                      (a)  The Plan shall be  administered by the  Board
            of  Directors  of  the  Corporation  or  such  committee  of
            directors  as  the  Board  of  Directors  may  establish  or
            designate  (the  "Committee"),  such  committee  is  to   be
            composed of not less than two members, each of whom must  be
            "non-employee directors" within the meaning of Rule 16b-3 of
            the rules  and regulations  of the  Securities and  Exchange
            Commission promulgated under  the Exchange  Act ("Rule  16b-
            3").  References in the Plan to determinations or actions of
            the Committee shall be deemed to include determinations  and
            actions by the Committee or the Board of Directors.

                      (b)  The Committee  shall  determine,  within  the
            limits of the  Plan, (i) the  individuals to  whom, and  the
            time or times at which, options  and SARs shall be  granted,
            (ii)  the  type  of  options   (ISOs  or  NQSOs)  and   SARs
            (free-standing or  in  tandem  with ISOs  or  NQSOs)  to  be
            granted  and  whether  SARs   are  to  be  granted   before,
            simultaneously with or subsequent to the grant of an option,
            (iii) the number of shares to  be subject to each option  or
            SAR, (iv) the term of each option and SAR, (v) the  exercise
            price of each option  and the base price  of each SAR,  (vi)
            the time  or times  within which  (during  the term  of  the
            option or SAR) and  conditions, if any,  under which all  or
            portions of each option or  SAR may be exercised  (including
            whether and the  conditions, if any,  under which  all or  a
            portion of  an option  or  SAR exercisable  in  installments
            which is not exercised in any one period may be exercised in
            a subsequent  period during  the term  of  the term  of  the
            option or  SAR)  and  (vii) such  other  terms  as  are  not
            inconsistent with the  Plan and  as the  Committee may  deem
            appropriate.  In making  such determinations, the  Committee
            may take into account the nature of the services rendered by
            such individuals, their present and potential  contributions
            to the Corporation's success and  such other factors as  the
            Committee  in  its  discretion  may  deem  relevant.    Each
            employee, consultant or advisor to whom an option or SAR  is
            granted shall  enter  into  a  written  agreement  with  the
            Corporation, dated  as of  the date  the  option or  SAR  is
            granted, setting  forth  the  terms and  conditions  of  the
            option or SAR  granted, which agreement  shall contain  such
            further  terms   and   conditions,  which   shall   not   be
            inconsistent with the Plan,  as the Committee shall  approve
            or authorize.

                      (c)  The Committee may  (with the  consent of  the
            holder of the option or SAR)  cancel or modify an option  or
            SAR or grant an  option and/or SAR  in substitution for  any
            canceled option or SAR, provided that any substituted option
            or SAR and any option or SAR as modified would be  permitted
            to be granted on such date  under the terms of the Plan  and
            the Code  and, in  connection therewith,  the Committee  may
            give credit  toward  any  required vesting  period  for  the<PAGE>





            period during which the holder  held the canceled option  or
            SAR.

                      (d)  Subject to  the  express  provisions  of  the
            Plan, the  Committee may  interpret  the Plan;  correct  any
            defect, supply any omission  or reconcile any  inconsistency
            in  the  Plan;  prescribe,  amend  and  rescind  rules   and
            regulations relating to  the Plan; determine  the terms  and
            provisions of  the  respective  option  and  SAR  agreements
            (which  need  not   be  identical);  and   make  all   other
            determinations necessary or advisable for the administration
            of the Plan.

                      (e)  The determination  of  the Committee  on  the
            matters referred to in this Article 3 shall be conclusive.

            4.   Eligibility

                      (a)  Options and  SARs  may  be  granted  only  to
            employees of, or consultants or advisors to, the Corporation
            or of  any  Subsidiary.    A  director  or  officer  of  the
            Corporation or of a Subsidiary who  is not also serving  the
            Corporation or a  Subsidiary as an  employee, consultant  or
            advisor shall not  be eligible to  receive an  option or  an
            SAR.   Notwithstanding  the  foregoing,  ISOs  may  only  be
            granted to employees (including  directors and officers  who
            are employees) of the Corporation or of a Subsidiary.

                      (b)  The aggregate fair  market value  (determined
            at the time the option is granted) of stock with respect  to
            which ISOs may be granted under the Plan and any other  plan
            of the Corporation or of a  Subsidiary or of a Parent  which
            are exercisable for the first  time by such optionee  during
            any calendar year shall not exceed  $100,000.  Should it  be
            determined that any ISO granted under the Plan exceeds  such
            maximum, the excess shall be treated as a separate NQSO.

                      (c)  The maximum number of shares of Common  Stock
            subject to  options and  SARs which  may be  granted to  any
            optionee  under  the  Plan  in   any  fiscal  year  of   the
            Corporation shall not exceed 100,000.

            5.   Exercise Price and Base Price

                      (a)  The exercise  price at  which shares  of  the
            Common Stock may  be purchased pursuant  to options  granted
            under the Plan and the base price for each SAR granted under
            the Plan shall be as determined by the Committee, but  shall
            not be less than 100% of the fair market value of the Common
            Stock on the date of grant;  provided, however, that if,  at
            the time an ISO is granted, the optionee owns (or is  deemed
            to  own  under  applicable   provisions  of  the  Code   and
            regulations promulgated  thereunder) stock  possessing  more
            than 10% of the total combined  voting power of all  classes<PAGE>





            of stock  of the  Corporation or  of a  Subsidiary or  of  a
            Parent, the exercise  price with respect  to such ISO  shall
            not be less than 110% of the fair market value of the Common
            Stock on the date the option is granted.

                      (b)  Unless otherwise required by the Code and the
            applicable  regulations  promulgated   thereunder,  if   the
            principal  market  for  the  Common  Stock  is  a   national
            securities exchange,  the fair  market value  of the  Common
            Stock on any day  shall be the closing  price of the  Common
            Stock on such day (or last  day of trade prior to such  day,
            if not traded on such day)  as reported by such exchange  or
            on a  consolidated  tape  reflecting  transactions  on  such
            exchange, or, if the principal  market for the Common  Stock
            is not a national securities exchange, the fair market value
            will be as determined by the Committee.

                      (c)  The date on which the Committee approves  the
            granting of an option or SAR (or the later date specified in
            such approval) shall  be considered the  date on which  such
            option or SAR is granted; provided, however, that any  grant
            of an option or SAR that is conditioned upon the  occurrence
            or non -occurrence of  an  event  shall  not  be  considered
            granted until such occurrence or non-occurrence.

            6.   Term of Each Option and SAR

                      The term of each option and  of each SAR shall  be
            for such period as the Committee shall determine;  provided,
            however, that the term  of each ISO  granted under the  Plan
            shall not be for a period exceeding ten years from the  date
            of the granting  thereof; and further  provided that if,  at
            the time an ISO is granted, the optionee owns (or is  deemed
            to  own  under  applicable   provisions  of  the  Code   and
            regulations promulgated  thereunder) stock  possessing  more
            than 10% of the total combined  voting power of all  classes
            of stock  of the  Corporation or  of a  Subsidiary or  of  a
            Parent, the term  of such  ISO shall  be no  more than  five
            years.   Options  and  SARs  shall  be  subject  to  earlier
            termination as provided in the Plan or in the agreement.

            7.   Exercise of Options and SARs

                      (a)  No option or SAR shall be exercisable at  any
            time in an  amount less than  100 shares  (or the  remaining
            shares then covered by  the option or SAR  if less than  100
            shares).  No option or SAR may be exercised in respect of  a
            fraction of a share.

                      (b)  Any option  granted  in tandem  with  an  SAR
            shall no  longer be  exercisable to  the extent  the SAR  is
            exercised and  the  exercise  of the  related  option  shall
            cancel the SAR to the extent of such exercise.<PAGE>





                      (c)  The Corporation  shall  not  be  required  to
            issue any shares pursuant to any such option or SAR exercise
            until all required payments have been made by the holder.  A
            person entitled to receive Common Stock upon the exercise of
            an option or SAR shall not have the rights of a  shareholder
            with respect to such shares until the date of issuance of  a
            stock certificate to him for such shares; provided, however,
            that until such  stock certificate is  issued, any  optionee
            using previously  acquired shares  in payment  of an  option
            exercise price  shall  continue  to have  the  rights  of  a
            shareholder with respect to such previously acquired shares.

            8.   Payment upon Exercise of an Option or SAR

                      (a)  An option or SAR (or any part or  installment
            thereof) to  the extent  exercisable shall  be exercised  by
            giving written notice  to the Corporation  at its  principal
            office (currently  763  Larkfield Road,  Commack,  New  York
            11725) Attention:  Chief  Financial Officer,  stating  which
            ISO, NQSO or SAR is  being exercised, specifying the  number
            of shares as to which such option or SAR is being  exercised
            and, in the  case of an  option, accompanied  by payment  in
            full of the aggregate exercise price thereof (or the  amount
            due on exercise if the option permits installment payments).
            The  Committee  may,  however,  in  its  discretion,  permit
            payment of the exercise  price of options  by delivery of  a
            properly executed exercise notice,  together with a copy  of
            irrevocable instructions to a broker to deliver promptly  to
            the Company the amount of sale or loan proceeds to pay  such
            exercise price.   To facilitate the  foregoing, the  Company
            may enter into  agreements for  coordinated procedures  with
            one or more brokerage firms.

                      (b)  The exercise price of  an option may be  paid
            (i) in cash or by certified  check, (ii) by transferring  to
            the Corporation previously acquired  shares of Common  Stock
            having an  aggregate  fair  market  value  on  the  date  of
            exercise equal  to  the  aggregate  exercise  price  of  all
            options being exercised, or  (iii) any combination  thereof,
            as determined by the  Committee.  The  fair market value  of
            the shares  so  transferred  to  the  Corporation  shall  be
            determined in  accordance  with  Article  5,  but  shall  be
            determined as of the date of exercise of the option.

                      (c)  Upon the exercise of an SAR, the holder shall
            be entitled to receive an amount equal to the excess of  the
            fair market value on the date  of exercise of the number  of
            shares of Common Stock as to which the SAR is exercised over
            the base price of  the portion of the  SAR exercised.   Such
            amount shall be  paid (i)  in cash  or by  check, (ii)  with
            Common Stock having  an aggregate fair  market value on  the
            date  of  exercise  equal  to  such  amount,  or  (iii)  any
            combination thereof, as determined in the sole discretion of
            the Committee.  The fair market  value of such shares  shall<PAGE>





            be determined in  accordance with  Article 5,  but shall  be
            determined as of the date of exercise of the SAR.

                      (d)  The Corporation  may  withhold  cash  and/or,
            with the  specific authorization  of  the Committee  in  the
            written agreement granting the  option or otherwise,  shares
            of Common Stock to be issued with respect thereto (the  fair
            market value of which shall be determined in accordance with
            Article 5,  but  shall  be determined  as  of  the  date  of
            exercise) in the amount which it determines is necessary  to
            satisfy the  Corporation's obligation  to withhold  federal,
            state or  local  income taxes  or  other taxes  incurred  by
            reason of the  grant or exercise  of an option  or SAR,  the
            disposition of an option  or SAR or  the disposition of  the
            underlying  shares.    Alternatively,  the  Corporation  may
            require the holder to pay to the Corporation such amount, in
            cash, promptly upon demand.


            9.   Non-Transferability of Options and SARs

                      No option or SAR  shall be transferable  otherwise
            than by will or the laws of descent and distribution, and an
            option or SAR may be exercised,  during the lifetime of  the
            holder thereof, only by such holder.   Except to the  extent
            provided above,  options  and  SARs  may  not  be  assigned,
            transferred, pledged, hypothecated or disposed of in any way
            (whether by operation of law or otherwise) and shall not  be
            subject to execution, attachment or similar process.

            10.  Termination of Relationship with Corporation

                      (a)  Except   as   provided   in   the   remaining
            provisions of  this  Article  10, an  option  or  SAR  shall
            terminate  immediately  if  the  holder  is  no  longer   an
            employee,  consultant  or  advisor  of  the  Corporation,  a
            Subsidiary or a Parent.

                      (b)  In the event that such relationship shall  be
            terminated  by  reason  of   the  option  or  SAR   holder's
            disability, the remaining portion of such option or SAR  (to
            the extent exercisable  on the date  of termination) may  be
            exercised by the holder  at any time  within one year  after
            such termination, but not thereafter  and in no event  after
            the expiration of the term of the option or SAR.
                      (c)  In the event that such relationship shall  be
            terminated by the  death of the  holder or  the holder  dies
            within one year  after such relationship  was terminated  by
            reason of  his disability,  the  remaining portion  of  such
            option or  SAR (to  the extent  exercisable on  the date  of
            termination) may be  exercised by a  legatee or legatees  of
            such option or such SAR under the holder's last will, or  by
            the holder's  personal representatives  or distributees,  at
            any time within one  year after the earlier  of the date  of<PAGE>





            termination by  reason of  disability or  the date  of  such
            holder's death, but not thereafter and in no event after the
            expiration of the term of the option or SAR.

                      (d)  Nothing in the Plan or  in any option or  SAR
            granted under the  Plan shall confer  on any individual  any
            right to continue as an  employee, consultant or advisor  of
            the Corporation or a Subsidiary or a Parent or a corporation
            or a  parent or  subsidiary corporation  of the  corporation
            issuing or assuming the option or SAR, or limit or  restrict
            in any way the  right of any  such corporation to  terminate
            the relationship with the holder of the option or SAR at any
            time for any reason whatsoever.

            11.  Adjustment of and Changes in Common Stock

                      (a)  Notwithstanding any other  provisions of  the
            Plan, in the event of changes in the Common Stock by  reason
            of any  stock  dividend,  stock  split,  stock  combination,
            recapitalization, merger,  consolidation, reorganization  or
            the like, the aggregate number and kind of shares  available
            under the Plan  and subject to  each outstanding option  and
            SAR, and the exercise price and  base price of such  options
            and SARs,  respectively, and  the limitation  under  Article
            4(c)  shall  be  appropriately  adjusted  by  the  Board  of
            Directors, whose determination shall be conclusive.

                      (b)  In  the  event  of:  (1)  a  dissolution   or
            liquidation  of   the   Corporation;   (2)   a   merger   or
            consolidation in which the Corporation is not the  surviving
            corporation; or (3)  other capital  reorganization in  which
            more than 50% of the shares  of the Corporation entitled  to
            vote  are  exchanged,  any  outstanding  options  and   SARs
            hereunder shall terminate,  unless other  provision is  made
            therefor in the transaction.

            12.  Compliance with Securities Laws

                      It is a condition to the exercise of any option or
            SAR that  either  (a)  a Registration  Statement  under  the
            Securities Act of 1933, as amended (the " Securities  Act"),
            with respect to such shares shall  be effective at the  time
            of exercise or (b) there  is an exemption from  registration
            under the  Securities  Act for  the  issuance of  shares  of
            Common Stock upon  such exercise.   Nothing herein shall  be
            construed as  requiring  the  Corporation  to  register  the
            shares subject to  any option  or SAR  under the  Securities
            Act.  Each option  and SAR shall be  subject to the  further
            requirement  that,  if  at  any  time  the  Committee  shall
            determine,  in   its  discretion,   that  the   listing   or
            qualification of the shares subject to such option or SAR on
            any securities exchange or under any applicable law, or  the
            consent or approval of any governmental regulatory body,  is
            necessary or desirable as a  condition of, or in  connection<PAGE>





            with, the granting of  such option or SAR,  or the issue  of
            shares thereunder, such option or  SAR may not be  exercised
            in whole  or in  part  unless such  listing,  qualification,
            consent or  approval shall  have been  effected or  obtained
            free of any conditions not acceptable to the Committee.

            13.  Termination and Amendment

                      No options or SARs may  be granted under the  Plan
            after February  12, 2001.   The  Board of  Directors or the
            Committee may amend,  suspend or terminate  the Plan or  any
            portion thereof  at  any  time  but  may  not,  without  the
            requisite approval  of the  Corporation's shareholders  make
            any alteration  or amendment  thereof  which (a)  makes  any
            change in the class of eligible participants as described in
            Article 4 hereof, (b) increases  the total number of  shares
            of Common Stock subject to the  Plan, except as provided  in
            Article 11 hereof or  (c) materially increases the  benefits
            accruing  to  participants  under  the  Plan.    Rights  and
            obligations under  any option  or SAR  granted prior  to  an
            amendment, suspension  or termination  of  the Plan  or  any
            portion thereof shall  not be  altered or  impaired by  such
            amendment,  suspension  or  termination,  except  with   the
            consent of the holder of the option or SAR.

            14.  Shareholder Approval

                      The Plan was adopted by the Board of Directors  on
            February 12, 1991 and approved by shareholders at a  meeting
            held on May 30, 1991.   An amendment to the Plan adopted  by
            the Board of Directors  at  a meeting  held on February  25,
            1993 to increase the number of shares subject to the Plan by
            500,000 shares to 1,000,000 shares  and to add Section  4(c)
            of the Plan shall be subject to approval by the holders of a
            majority of the  outstanding shares of  Common Stock of  the
            Corporation at the next meeting of its shareholders, and  no
            options or SARs granted thereunder pursuant to which options
            covering in excess of an aggregate of 500,000 shares may  be
            exercised prior to such approval, provided that the date  of
            grant of any  options or  SARs granted  thereunder shall  be
            determined as  if the  Plan had  not  been subject  to  such
            approval.<PAGE>