______________________________________________________________________
       ______________________________________________________________________


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q

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

       For the quarter ended
        July 13, 1997                     Commission File Number 1-8881


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

            NEW YORK                                     11-2501939
       (State or other jurisdiction of           (I.R.S. Employer I.D. No.)
            incorporation or organization)

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

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

            Indicate by check mark whether the registrant (1) has filed all
       reports required to be filed by Section 13 or 15(d) of the Securities
       Exchange Act of 1934 during the preceding 12 months, and (2) has been
       subject to such filing requirements for the past 90 days.

       Yes  X         No

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

       Class                              Outstanding at August 15, 1997

       Common Stock, $.01 par value                         20,440,405

       ______________________________________________________________________
       ______________________________________________________________________<PAGE>









                                    SBARRO, INC.

                                   FORM 10-Q INDEX



          PART I.     FINANCIAL INFORMATION                           PAGES


          Consolidated Financial Statements:

               Balance Sheets - July 13, 1997 (unaudited) and
          December 29, 1996 . . . . . . . . . . . . . . . . . . . . . 3-4

               Statements of Income (unaudited) - Twenty-Eight
          Weeks ended July 13, 1997 and July 14, 1996 and Twelve
          Weeks ended July 13, 1997 and July 14, 1996  . . . . . . . .5-6

               Statements of Cash Flows (unaudited) - Twenty-Eight
          Weeks ended July 13, 1997 and July 14, 1996. . . . . . . . .7-8

               Notes to Unaudited Consolidated Financial
          Statements - July 13, 1997 . . . . . . . . . . . . . . . . . 9

          Management's Discussion and Analysis of Financial Condition and
              Results of Operations . . . . . . . . . . . . . . . . .10-12


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




















                                        Pg. 2<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS

                                       ASSETS


                                                     (In thousands)
                                             July 13,        December 29, 
                                               1997              1996
                                              (unaudited)
          Current assets:
            Cash and cash equivalents         $92,782         $104,818
            Marketable securities                   -            2,500

            Receivables:
             Franchisees                          694              743
             Other                              1,257            1,122

                                                1,951            1,865

            Inventories                         2,685            2,841

            Prepaid expenses                    4,633            1,409

             Total current assets             102,051          113,433

          Marketable securities                 7,500            7,500

          Property and equipment, net         134,042          130,993

          Other assets:
            Deferred charges, net of
             accumulated amortization of
             $2,083,000 at July 13, 1997 and
             $1,436,000 at December 29, 1996    1,712            1,633
            Other                               5,650            5,100

                                                7,362            6,733

                                             $250,955         $258,659










                                     (continued)

                                        Pg. 3<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEETS (CONTINUED)

                        LIABILITIES AND SHAREHOLDERS' EQUITY


                                                     (In thousands)
                                             July 13,        December 29, 
                                               1997             1996
                                              (unaudited)
          Current liabilities:
            Accounts payable                   $6,168           $7,173
            Accrued expenses                   20,869           22,663
            Dividend payable                        -            4,691
            Income taxes                          591            5,287

             Total current liabilities         27,628           39,814


          Deferred income taxes                13,461           13,645


          Shareholders' equity:
            Preferred stock, $1 par
             value; authorized 1,000,000
             shares; none issued
            Common stock, $.01 par value;
             authorized 40,000,000 shares;
             issued and outstanding
             20,439,905 shares at
             July 13, 1997 and
             20,392,909 shares at
             December 29, 1996                    204              204
            Additional paid-in capital         32,296           31,219
            Retained earnings                 177,366          173,777
                                              209,866          205,200

                                              $250,955        $258,659









              See notes to unaudited consolidated financial statements




                                        Pg. 4<PAGE>






                            SBARRO, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF INCOME

                                     (UNAUDITED)

                                    (In thousands, except per share data)
                                         For the twenty-eight weeks ended:  

                                             July 13, 1997July 14, 1996
          Revenues:
            Restaurant sales                 $165,098         $154,131
            Franchise related income            3,296            3,106
            Interest income                     2,271            1,948
             Total revenues                   170,665          159,185

          Costs and expenses:
            Cost of food and paper products    33,798           33,849
            Restaurant operating expenses:
             Payroll and other employee
              benefits                         43,099           39,758
             Occupancy and other               49,347           44,164
            Depreciation and amortization      12,418           11,915
            General and administrative          9,261            8,062
            Other income                         (835)            (668)
             Total costs and expenses         147,088          137,080

          Income before income taxes           23,577           22,105
          Income taxes                          8,959            8,488
          Net income                          $14,618          $13,617

          Per share data:
            Earnings per common and common
             equivalent share                   $0.72            $0.67


            Weighted average number of shares
             used in the computation         20,413,183     20,354,791









              See notes to unaudited consolidated financial statements




                                        Pg. 5<PAGE>






                            SBARRO, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF INCOME

                                     (UNAUDITED)

                                   (In thousands, except per share data)
                                         For the twelve weeks ended:     
                                             July 13, 1997July 14, 1996
          Revenues:
            Restaurant sales                  $72,839          $68,848
            Franchise related income            1,503            1,434
            Interest income                       959              846
             Total revenues                    75,301           71,128

          Costs and expenses:
            Cost of food and paper
             products                          14,863           15,288
            Restaurant operating expenses:
             Payroll and other employee
              benefits                         18,845           17,370
             Occupancy and other               21,539           19,300
            Depreciation and amortization       5,381            5,179
            General and administrative          4,119            3,445
            Other income                         (305)            (236)
             Total costs and expenses          64,442           60,346

          Income before income taxes           10,859           10,782
          Income taxes                          4,126            4,140
          Net income                           $6,733           $6,642

          Per share data:
            Earnings per common and common
             equivalent share                   $0.33            $0.33


            Weighted average number of shares
             used in the computation         20,428,711     20,363,607





              See notes to unaudited consolidated financial statements

                                        Pg. 6<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     (UNAUDITED)

                                              (In thousands)
                                         For the twenty-eight weeks ended:
                                             July 13, 1997July 14, 1996
          Operating activities:

          Net income                          $14,618          $13,617
          Adjustments to reconcile net
            income to net cash provided
            by operating activities:
             Depreciation and amortization     12,418           11,915
             Deferred income taxes               (183)          (1,103)
             Changes in operating assets
              and liabilities:
               Increase in receivables            (86)            (828)
               Decrease in inventories            156              410
               Increase in prepaid expenses    (3,223)          (2,404)
               Increase in deferred charges      (788)            (717)
               Increase in other assets          (693)            (794)
               Decrease in accounts payable
                and accrued expenses           (2,625)          (5,620)
               Decrease in income taxes
                payable                        (4,696)          (1,628)

          Net cash provided by operating
            activities                         14,898           12,848

          Investing activities:

          Proceeds from maturities
            of marketable securities            2,500                -
          Purchases of property and
            equipment                         (14,792)         (10,702)

          Net cash provided by
            (used in) investing activities    (12,292)         (10,702)








                                     (continued)



                                        Pg. 7<PAGE>





                            SBARRO, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                     (UNAUDITED)


                                              (In thousands)
                                        For the twenty-eight weeks ended:
                                            July 13, 1997 July 14, 1996
          Financing activities:

          Proceeds from exercise
            of stock options                    1,077              492
          Cash dividends paid                  (15,719)        (13,231)

          Net cash used in financing
            activities                         (14,642)        (12,739)

          Decrease in cash
            and cash equivalents              (12,036)         (10,593)

          Cash and cash equivalents
            at beginning of period            104,818           93,501

          Cash and cash equivalents
            at end of period                  $92,782          $82,908



          Supplemental disclosure of
            cash flow information:

          Cash paid during the period
            for income taxes                  $13,763          $11,219












              See notes to unaudited consolidated financial statements



                                        Pg. 8<PAGE>






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


          1.   The accompanying unaudited consolidated financial statements
               have been prepared in accordance with the instructions for
               Form 10-Q and Regulation S-X related to interim period
               financial statements and, therefore, do not include all
               information and footnotes required by generally accepted
               accounting principles.  However, in the opinion of
               management, all adjustments (consisting of normal recurring
               adjustments and accruals) considered necessary for a fair
               presentation of the consolidated financial position of the
               Company and its subsidiaries at July 13, 1997 and their
               consolidated results of operations for the twenty-eight and
               twelve weeks ended July 13, 1997 and July 14, 1996 have been
               included.  The results of operations for the interim periods
               are not necessarily indicative of the results that may be
               expected for the entire year.  Reference should be made to
               the annual financial statements, including footnotes
               thereto, included in the Company's Annual Report on Form 10-
               K for the fiscal year ended December 29, 1996.

          2.   In February, 1997, the Financial Accounting Standards Board
               issued Statement of Financial Accounting Standards (SFAS)
               No. 128, Earnings Per Share.  SFAS No. 128 simplifies the
               standards for computing earnings per share previously found
               in APB Opinion No. 15, Earnings Per Share and is effective
               for financial statements issued for periods ending after
               December 15, 1997, including interim periods; earlier
               adoption is not permitted.  The Company does not expect the
               adoption of SFAS No. 128 to have a significant impact to its
               reported results.

          3.   The Accounting Standards Executive Committee of the American
               Institute of Certified Public Accountants has issued an
               Exposure Draft Statement of Position (SOP) which, if adopted
               in its current form, would require all companies which
               capitalize pre-opening and similar costs to write off all
               existing such costs, net of tax benefit, as a ``cumulative
               effect of accounting change''and to expense all such costs
               as incurred in the future.  The exposure draft, if enacted,
               would be effective beginning with the Company's 1998 fiscal
               year.  The Company does not expect such proposal, if
               adopted, to materially affect future operating income except
               that, in the first quarter in which such proposal is
               effective, the Company would be required to write off such
               accumulated costs ($1,197,000 at July 13, 1997) which would
               be reflected as a cumulative effect of accounting change
               ($742,000 after tax at July 13, 1997).

                                        Pg. 9<PAGE>






                            SBARRO, INC. AND SUBSIDIARIES

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

               Results of Operations

               The Company's business is subject to seasonal fluctuations, the
     effects of weather and economic conditions.  Earnings have been highest in
     its fourth quarter due primarily to increased traffic in shopping malls
     during the holiday shopping season.  Normally, the fourth fiscal quarter
     accounts for approximately 40% of net income for the year.  In 1996, the
     fourth fiscal quarter accounted for 39% of net income for the year.  The
     length of the holiday shopping period between Thanksgiving and Christmas
     and the number of weeks in the fourth quarter can produce changes in the
     fourth quarter earnings relationship from year to year.

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



                             28 Weeks 28 Weeks 12 Weeks 12 Weeks
                               Ended    Ended   Ended   Ended   Fiscal Year
                             7/13/97  7/14/96  7/13/97  7/14/96 1996  1995
     Company-owned restaurants:
      Opened during period     14      10         3        1    29     44
      Acquired from (sold to)
       franchisees during
        period-net              1       -         1        -     1      -
      Closed during period      (5)     (3)      (3)       -     (4)   (40)
      Open at end of period   607     578       607      578   597    571

     Franchised restaurants:
      Opened during period     17      14        10        7    36     40
      Purchased from (sold to)
       Company during
        period-net             (1)      -        (1)       -    (1)      -
      Closed or terminated
       during period          (19)      (6)       (7)     (1)  (16)     (2)
      Open at end of period   216     208       216      208   219    200

     All restaurants:
      Opened during period     31      24        13        8    65     84
      Closed or terminated
       during period          (24)      (9)      (10)     (1)  (20)    (42)
      Open at end of period   823     786       823      786   816    771


     In addition, franchisees operate seven kiosk/cart units.



                                       Pg. 10<PAGE>





          Restaurant sales from Company-owned units increased by
          $10,967,000 or 7.1% to $165,098,000 for the twenty-eight weeks
          ended July 13, 1997 from $154,131,000 for the twenty-eight weeks
          ended July 14, 1996, and increased by $3,991,000 or 5.8% to
          $72,839,000 for the twelve weeks ended July 13, 1997 from
          $68,848,000 for the twelve weeks ended July 14, 1996. These
          increases resulted primarily from a higher number of units in
          operation during both periods of the current fiscal year.  An
          increase of .2% in comparable restaurant sales also contributed
          to the increase in restaurant sales for the twenty-eight week
          period, while a .9% decrease in comparable restaurant sales
          partially offset the increase in restaurant sales for the twelve-
          week period.  Comparable unit sales for the twenty-eight week
          period were $151,111,000 and for the twelve week period were
          $66,310,000.  Selective menu price increases of approximately .5%
          and 1% became effective in mid April 1996 and mid July 1996.
          Comparable unit sales are made up of sales at locations that were
          open during the entire current and prior fiscal year.

          Franchise related income increased 6.1% to $3,296,000 for the
          twenty-eight weeks ended July 13, 1997 from $3,106,000 for the
          twenty-eight weeks ended July 14, 1996, and increased 4.8% to
          $1,503,000 for the twelve weeks ended July 13, 1997 from
          $1,434,000 for the twelve weeks ended July 14, 1996.  These
          increases resulted from higher continuing royalties, due to a
          larger number of franchise units in operation in 1997 and an
          increase in initial franchise and development fees due to opening
          more franchise units in 1997 in the current periods than in the
          comparable periods in 1996.  During the twelve weeks ended July
          13, 1997, 19 units were closed by franchisees and one franchised
          unit was purchased by the Company.  These units did not produce
          material levels of sales and consequently did not generate
          material amounts of royalty income to the Company.

          Interest income increased to $2,271,000 for the twenty-eight
          weeks ended July 13, 1997 from $1,948,000 for the comparable
          period last year.  Interest income increased to $959,000 for the
          twelve weeks ended July 13, 1997 from $846,000 for the comparable
          period of the prior year.  These increases were due to larger
          amounts of cash being invested in the current periods over the
          comparable periods in 1996.  Interest rates were similar in the
          comparable periods of each year.

          Cost of food and paper products as a percentage of restaurant
          sales decreased to 20.5% for the twenty-eight weeks ended July
          13, 1997 from 22.0% for the twenty-eight weeks ended July 14,
          1996, and to 20.4% for the twelve weeks ended July 13, 1997 from
          22.2% for the twelve weeks ended July 14, 1996.  These
          improvements resulted from lower food prices, primarily of
          cheese, lower prices of various paper products and the effect of
          the selective menu price increases implemented in 1996.




                                       Pg. 11<PAGE>





          Restaurant operating expenses - payroll and other employee
          benefits increased to 26.1% of restaurant sales for the twenty-
          eight weeks ended July 13, 1997 from 25.8% for the twenty-eight
          weeks ended July 14, 1996 and increased to 25.9% for the twelve
          weeks ended July 13, 1997 from 25.2% for the twelve weeks ended
          July 14, 1996.  These percentage increases are attributable to
          the higher costs of providing benefits to employees and a slower
          growth for the twenty-eight week period and a decrease for the
          twelve week period in comparable unit sales in 1997.  Restaurant
          operating expenses - occupancy and other expenses increased to
          29.9% of restaurant sales for the twenty-eight weeks ended July
          13, 1997 from 28.7% for the twenty-eight weeks ended July 14,
          1996 and increased to 29.6% for the twelve weeks ended July 13,
          1997 from 28.0% for the twelve weeks ended July 14, 1996.  These
          percentage increases are primarily attributable to rent and rent
          related charges which increased at a faster rate than sales.

          Depreciation and amortization expenses increased to $12,418,000
          for the twenty-eight weeks ended July 13, 1997 from $11,915,000
          for the twenty-eight weeks ended July 14, 1996.  Depreciation and
          amortization expenses increased to $5,381,000 for the twelve
          weeks ended July 13, 1997 from $5,179,000 for the twelve weeks
          ended July 14, 1996.  These increases were primarily the result
          of the number of additional Company-owned units in operation
          during the twenty-eight and twelve weeks ended July 13, 1997 over
          the comparable periods in 1996.

          General and administrative expenses were $9,261,000 or 5.4% of
          total revenues for the twenty-eight weeks ended July 13, 1997
          compared to $8,062,000 or 5.1% of total revenues for the twenty-
          eight weeks ended July 14, 1996.  General and administrative
          expenses were $4,119,000 or 5.5% of total revenues for the twelve
          weeks ended July 13, 1997 compared to $3,445,000 or 4.8% for the
          twelve weeks ended July 14, 1996.  These increases were incurred
          in anticipation of the Company's growth plans for 1997.

          The effective income tax rate for the twenty-eight weeks ended
          July 13, 1997 was 38.0% and for July 14, 1996 was 38.4%.

          Liquidity and Capital Resources

          At July 13, 1997, the Company had cash and cash equivalents and
          marketable securities of approximately $100,282,000 and its
          working capital was approximately $74,423,000.  Cash provided by
          operations for the twenty-eight weeks ended July 13, 1997 of
          $14,898,000 resulted from the Company's net income of $14,618,000
          and depreciation of $12,418,000, offset, in part, by various uses
          in increasing operating assets and reducing operating
          liabilities.  Funds from operations, together with a portion of
          the available working capital, were used to purchase restaurant
          property and equipment of $14,792,000 and to pay three quarterly
          dividends aggregating $15,719,000.  The Company believes, based
          on current projections, that its liquid assets presently on hand,

                                       Pg. 12<PAGE>





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

          Forwarding Looking Statements

          Statements contained in this document concerning future results,
          performance or expectations are forward-looking statements that
          involve risks and uncertainties.  Actual results, performance or
          developments could differ materially from those expressed or
          implied by those forward-looking statements as a result of known
          or unknown risks, uncertainties and other factors as described
          from time to time in the Company's filings with the Securities
          and Exchange Commission, press releases and other communications.

          Dividends

          On February 20, 1997, the Company increased its quarterly cash
          dividend to $.27 per share, or an aggregate annual rate of $1.08
          per share.  This dividend was paid on April 2, 1997 to
          shareholders of record on March 18, 1997, and amounted to
          $5,510,113.

          On May 22, 1997, the Company declared a quarterly cash dividend
          of $.27 per share.  The cash dividend was paid on July 8, 1997 to
          shareholders of record on June 18, 1997, and amounted to
          $5,518,774.

          On August 19, 1997, the Company declared a quarterly cash
          dividend of $.27 per share.  The cash dividend will be paid on
          October 3, 1997 to shareholders of record on September 18, 1997.


                            PART II.   OTHER INFORMATION

          Item 1. Legal Proceedings.

          On June 18, 1997, an action entitled Kenneth Hoffman and Gloria
          Curtis, on behalf of themselves and all other similarly situated
          v. Sbarro, Inc. was filed in the United States District Court for
          the Southern District of New York.  The plaintiffs, former
          restaurant level management employees, allege that the Company
          required general managers and co-managers to reimburse the
          Company for cash and certain other shortages sustained by the
          Company and thereby lost their status as managerial employees
          exempt from the overtime compensation provisions of the Fair
          Labor Standards Act (the ``FLSA'').  The plaintiffs seek unpaid
          overtime compensation, as well as liquidated damages in an amount
          equal to any overtime compensation awarded, reasonable attorney's
          fees, costs and expenses.  The plaintiffs further seek such
          further and general legal and/or equitable relief to which they

                                       Pg. 13<PAGE>





          may be entitled.  The action also seeks to join similarly
          situated past and present employees in the lawsuit.  The Company
          believes that it has substantial defenses to the claims,
          including that it has availed itself of a ``window of
          correction''which, the Company believes, under applicable
          regulations of the FLSA and court decisions, preserves employees'
          exempt status and, thus, precludes any overtime liability.  The
          Company intends to vigorously defend this action.


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

          (a)  Exhibits:
               No.       Description
               27        Financial Data Schedule

          (b)  Reports on Form 8-K.

               No Report on Form 8-K was filed during the quarter for which
               this Report is filed.  A Report on Form 8-K dated July 21,
               1997 (date of earliest event reported), was filed after the
               end of the quarter covered by this Report reporting under
               Item 5. Other Events.




                                      SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of
          1934, the registrant has duly caused this Report to be signed on
          its behalf by the undersigned thereunto duly authorized.



                                        SBARRO, INC.
                                        Registrant


          Date:     August 26, 1997     By:  /s/  MARIO SBARRO
                                        Mario Sbarro
                                        Chairman of the Board and President



          Date:     August 26, 1997     By:  /s/  ROBERT S. KOEBELE
                                        Robert S. Koebele
                                        Vice President-Finance





                                       Pg. 14<PAGE>








                                    EXHIBIT INDEX




          Exhibit Number           Description                   Page

               27             Financial Data Schedule             15<PAGE>









                                     EXHIBIT 27<PAGE>