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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

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

FOR THE QUARTER ENDED OCTOBER 6, 2002           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     X                 NO
    --------                 --------



THE  NUMBER  OF  SHARES  OF COMMON  STOCK OF THE  REGISTRANT  OUTSTANDING  AS OF
NOVEMBER 14, 2002 WAS 7,064,328.

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



<PAGE>


                                EXPLANATORY NOTE

This Amendment is being filed solely to correct typographical errors in the "all
restaurants"  and "open at end of period" numbers in the October 6, 2002 columns
in the following  table on this page,  and to correct a  non-numerical  spelling
error.

                          PART I. FINANCIAL INFORMATION

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>

                                                         40 WEEKS ENDED             12 WEEKS ENDED            FISCAL YEAR
                                                       10/6/02     10/7/01      10/6/02       10/7/01       2001       2000
                                                       -------     -------      -------       -------       ====       ====
     <S>                                                  <C>         <C>          <C>          <C>           <C>        <C>
     Company-owned restaurants:
       Opened during period                               8           4            5             1            9          13
       Acquired from (sold to) franchisees during
       period-net                                        (4)         --           (3)           --           --           1
       Closed during period (1)                         (41)        (36)         (22)           (7)         (43)        (16)
                                                       ----        ----         ----          ----         ----        ----
       Open at end of period (2)                        565         604          565           604          602         636

     Franchised restaurants:
       Opened during period                              28          22           13             9           42          36
       Purchased from (sold to) Company during
       period-net                                         4          --            3            --           --          (1)
       Closed or terminated during period               (18)        (12)          (5)           (7)         (20)        (18)
                                                       ----        ----         ----          ----         ----        ----
       Open at end of period                            339         313          339           313          325         303

     All restaurants:
       Opened during period                              36          26           18            10           51          49
       Closed or terminated during period (1)           (59)        (48)         (27)          (14)         (63)        (34)
                                                       ----        ----         ----          ----         ----        ----
       Open at end of period (2)                        904         917          904           917          927         939

     Kiosks (all franchised) open at  end of
       period                                             4           5            4             5            4           5


(1)      In   addition,   we  have  closed  five  and  are   planning  to  close
         approximately  an  additional  five  low  volume,  unprofitable  Sbarro
         locations  in the  fourth  quarter  of fiscal  2002.  See Note 4 of the
         "Notes  to  the  Unaudited   Consolidated   Financial  Statements"  for
         information on the effect of the planned  closings on our  consolidated
         financial statements.
(2)      Excludes 35, 36, 37 and 33 other  concept  units as of October 6, 2002,
         October 7,  2001,  the end of fiscal  2001 and the end of fiscal  2000,
         respectively  (see Note 7 of the "Notes to the  Unaudited  Consolidated
         Financial Statements").

</TABLE>


<PAGE>


Our  business  is subject to  seasonal  fluctuations,  the effect of weather and
economic  conditions and consumer  confidence in shopping safety.  Earnings have
been highest in our fourth fiscal  quarter due primarily to increased  volume in
shopping  malls during the holiday  shopping  season.  Historically,  the fourth
fiscal  quarter has  accounted  for  approximately  40% of annual  operating net
income before amortization of intangible assets and any provision for restaurant
closings or asset  impairment.  This percentage  fluctuates due to the length of
the holiday shopping period between  Thanksgiving and New Year's Day, the number
of weeks in our fourth quarter,  weather and economic conditions and our results
of operations in earlier quarters.

Our  consolidated  EBITDA for the forty  weeks  ended  October 6, 2002 was $42.5
million and our EBITDA  margin was 15.9%,  compared to $37.0  million and 12.9%,
respectively, for the forty weeks ended October 7, 2001. Our consolidated EBITDA
for the twelve  weeks  ended  October 6, 2002 was $19.6  million  and our EBITDA
margin was 24.0%,  compared to $12.1  million and 13.7%,  respectively,  for the
twelve weeks ended October 7, 2001.  EBITDA for the forty and twelve weeks ended
October 6, 2002 includes the insurance recovery of $7.2 million,  net. Excluding
this item,  the EBITDA for the forty and twelve weeks ended  October 6, 2002 was
$35.3 million and $12.5 million, respectively, and the EBITDA margins were 13.2%
and 15.2%,  respectively.  EBITDA  represents  earnings before interest  income,
interest expense, taxes, depreciation and amortization. EBITDA margin represents
EBITDA divided by total  revenues.  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") or as a measure of a company's  profitability or
liquidity.  Rather,  EBITDA  is  presented  because  it  is  a  widely  accepted
supplemental  financial  measure,  and we believe that it provides  relevant and
useful  information.  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.

Restaurant  sales  decreased  7.1% to $254.5  million  for the forty weeks ended
October 6, 2002 from $273.9  million  for the forty weeks ended  October 7, 2001
and  decreased  8.5% to $78.0 million for the twelve weeks ended October 6, 2002
from $85.2  million in the twelve weeks ended  October 7, 2001.  The decrease in
sales for the forty  weeks ended  October 6, 2002  resulted  from $17.0  million
lower  sales of Sbarro  quick  service  units and $2.4  million  lower  sales of
consolidated  other concept  units.  Of the decline in Sbarro quick service unit
restaurant sales for the forty weeks,  approximately $11.3 million resulted from
a 4.8%  decrease in  comparable  unit sales to $222.4  million.  The decrease in
sales for the twelve weeks ended  October 6, 2002  reflects  $6.0 million  lower
sales of Sbarro quick service units and $1.2 million lower sales of consolidated
other  concept  units.  Of the decline in Sbarro quick  service unit  restaurant
sales for the twelve  weeks,  approximately  $4.3 million  resulted  from a 5.9%
decrease in comparable  unit sales to $69.0  million.  We believe the decline in
comparable   restaurant   sales  in  both  reported   fiscal  2002  periods  was
attributable  to a reduction  in shopping  mall  traffic  related to the general
economic  downturn in the United States and the further  impact of the events of
September  11,  2001  offset,  in  part,  by  price  increases  of 0.7% and 3.3%
implemented  in late  March 2001 and  mid-June  2001,


                                      -2-
<PAGE>

respectively. 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 the
first  quarter of fiscal 2001,  we closed 55 more units than we opened,  causing
the  remaining  $5.7  million and $1.7  million net  reduction  in Sbarro  quick
service  unit sales for the forty weeks and twelve  weeks,  respectively,  ended
October 6, 2002.  The units closed since the beginning of fiscal 2001,  with the
exception of our high volume  owned unit  destroyed in the collapse of the World
Trade Center on September 11, 2001,  were  generally  low volume,  unprofitable,
units  that did not have a material  impact on our  results  of  operations.  In
addition,  during  fiscal 2002, we have closed four  consolidated  other concept
units,  which  resulted in a reduction  of $2.9  million and $1.1 million in net
sales at those locations for the forty and twelve weeks, respectively, of fiscal
2002.

Excluding  approximately  $0.3  million  related to the  termination  of an area
development  agreement  for Egypt  during  the  first  quarter  of fiscal  2001,
franchise  related  income  increased  4.1% to $7.6  million for the forty weeks
ended October 6, 2002 from $7.3 million in the comparable fiscal 2001 period and
5.4% to $2.6  million  for the  twelve  weeks  ended  October  7, 2002 from $2.4
million in the twelve week period ended October 7, 2001.  The increases for both
the forty and twelve week periods ended October 6, 2002 were due to increases in
both royalty and non-royalty revenues.  The increase in non-royalty revenues was
due to an increase in the number of unit openings in fiscal 2002 and an increase
in the average initial franchising fee per unit opened, resulting in an increase
in total  initial  franchise  fees,  and  franchise  transfer fees in the second
fiscal  quarter of 2002,  partially  offset by a reduction in income  recognized
from  existing  area  development  agreements  in both the forty and twelve week
periods  of  fiscal  2002  than in both of the  same  periods  of  fiscal  2001.
Continuing  royalty revenues from new locations opened in fiscal 2002 and fiscal
2001 offset a reduction in royalty revenues from pre-existing  units caused by a
reduction in comparable unit sales at both domestic and international locations.

Real estate and other revenues  decreased 1.6% and increased  15.9% in the forty
and twelve weeks of 2002, respectively, from the same periods in fiscal 2001 due
to changes in certain vendor rebates.

Cost of food and paper products as a percentage of restaurant  sales improved to
19.6% for the forty  weeks ended  October 6, 2002 from 20.5% for the  comparable
2001  period and  improved to 19.2% for the twelve  weeks ended  October 6, 2002
from  20.7%  for the  comparable  2001  fiscal  period.  The  improvements  were
primarily due to the benefit  derived from closing  locations in fiscal 2002 and
2001 that were not able to function as  efficiently  as our other quick  service
locations  due to their  low sales  volume  and to the  effect of lower  average
cheese prices in fiscal 2002.  Cheese prices,  which were, on average,  slightly
higher in first  quarter  of 2002,  were  significantly  lower in the second and
third quarters of 2002, than in the comparable periods in 2001. The benefit from
the  decrease in cheese  prices was $1.5  million and $0.9 million for the forty
and twelve  weeks of fiscal 2002 from the same  periods in fiscal  2001.  Cheese
prices to date in the fourth quarter of fiscal 2002 continue to be significantly
lower than in the comparable period in fiscal 2001.

Payroll and other employee  benefits  decreased by $4.0 million but increased to
28.2% from 27.7% as a percentage of  restaurant  sales for the forty weeks ended
October 6, 2002 compared to the same period in fiscal 2001.  For the twelve week
period  ended  October  6, 2002,  these  costs


                                      -3-
<PAGE>

decreased by $1.4 million but  increased to 28.0% from 27.3% as a percentage  of
restaurant  sales compared to the comparable  twelve week period in fiscal 2001.
The dollar  decreases  were primarily due to the effect of steps taken to reduce
payroll  costs  beginning  in late fiscal 2001 and the closing the  locations in
fiscal 2002 and 2001. The percentage  increases were due to the reduced level of
sales in each of the 2002 periods reported.

Other operating  expenses  decreased by $1.1 million,  but increased to 35.0% of
restaurant  sales,  in the forty weeks  ended  October 6, 2002 from 33.0% in the
forty weeks ended October 7, 2001.  These  expenses,  as a dollar  amount,  were
flat,  but  increased to 34.3% of  restaurant  sales,  in the twelve weeks ended
October 6, 2002 from 31.4% in the twelve weeks ended October 7, 2001. The dollar
decline the forty week period was due to the fewer  Sbarro-owned units operating
in our system. The percentage  increases in both periods of fiscal 2002 compared
to the fiscal 2001  periods  were due to lower  sales  volume and the effects of
higher rent and other occupancy  related expenses  resulting from the renewal of
existing  leases at the end of their terms at higher rental rates  compounded by
the reduced level of sales. In addition, we have been experiencing  increases in
repair and maintenance costs compared to fiscal 2001, a portion of which relates
to the cost of a number of nationwide maintenance contracts entered into in late
fiscal 2001 or early fiscal 2002 for the repair of our  property and  equipment.
Also,  as  the  average  age of  our  locations  increase,  overall  repair  and
maintenance  costs have been increasing.  These factors were offsetting  factors
against dollar savings effected from the closing of low volume units.

Depreciation and amortization expense decreased by $8.3 million and $3.2 million
for the forty  and  twelve  weeks,  respectively,  of fiscal  2002 from the same
periods in fiscal 2001.  For the forty weeks of this fiscal year,  the reduction
was due primarily to a $4.2 million reduction in amortization  expense resulting
from SFAS No. 142, "Goodwill and Other Intangible Assets" becoming applicable to
us as of the  beginning of fiscal 2002,  as well as a $1.6 million  reduction in
depreciation and amortization  related to locations that closed since the end of
the first  quarter of fiscal 2001.  For the twelve week period ended  October 6,
2002, the reduction of amortization due to the  applicability to the use of SFAS
142 was $1.2 million and the reduction in depreciation and amortization  related
to closed locations was $0.2 million.  The balance of the change in depreciation
and amortization  expense in each of the fiscal 2002 reported periods relates to
locations that had been included in the provision for asset impairment in fiscal
2001 for which no  depreciation  was taken in fiscal  2002 and to  decreases  in
depreciation and amortization for locations that became fully depreciated during
either fiscal 2002 and 2001. Under SFAS No. 142, we no longer amortize  goodwill
and  intangible  assets with  indefinite  lives,  but rather review those assets
annually for impairment  (or more  frequently if impairment  indicators  arise).
Separate intangible assets that are not deemed to have indefinite lives continue
to be amortized  over their useful lives.  We have  completed our  evaluation of
goodwill and intangible assets (trademarks and tradenames) with indefinite lives
acquired prior to July 1, 2001 ($205.1 million, net of accumulated  amortization
of $19.3 million at October 6, 2002).  The  evaluation did not have an impact on
our financial position and results of operations.  Due to the seasonal nature of
the Sbarro quick service locations, we generally measure asset impairment of our
restaurant  locations  after our full fiscal  year  results,  unless  impairment
indications arise earlier.



                                      -4-
<PAGE>


General  and  administrative  expenses  were  $18.0  million,  or 6.8% of  total
revenues,  for the forty weeks ended October 6, 2002, compared to $24.1 million,
or 8.4% of total  revenues,  for the forty  weeks ended  October 7, 2001.  Those
costs were $5.3 million,  or 6.5% of total revenues,  for the twelve weeks ended
October 6, 2002,  compared to $7.7 million,  or 8.7% of total revenues,  for the
twelve weeks ended October 7, 2001. The reductions in general and administrative
costs for both  periods of fiscal 2002  reflect  decreases  in field  management
costs and a reduction in corporate staff costs due to a cost containment program
which we implemented beginning in the fourth quarter of fiscal 2001.

During the forty  weeks  ended  October 6, 2002,  we  recorded a  provision  for
restaurant  closings  of $2.9  million.  For the same forty  weeks that ended on
October  7 in  fiscal  2001,  we  recorded  a  provision  of $2.8  million.  The
provisions  for the twelve weeks ended  October 6, 2002 and October 7, 2001 were
$0.7  million and $1.4  million,  respectively.  Of the  provisions  recorded in
fiscal 2002,  approximately  $0.7 million was recorded in the third  quarter (in
addition to the $1.6 million  recorded in the second quarter of fiscal 2002) for
the net book value of the property and  equipment to be abandoned at, and record
the anticipated closing costs of, approximately thirty low volume,  unprofitable
Sbarro  quick  service  locations  that we have  planned  to close by the end of
fiscal 2002  (twenty-five of those units have been closed to date). The net book
value  of  approximately  one-half  of the  units  closed  was  included  in the
provision  for asset  impairment  recorded  in fiscal  2001.  The balance of the
provisions recorded in fiscal 2001 relate to costs that either were not included
in the provision for asset  impairment  recorded in the fourth quarter of fiscal
2001 or which were not absorbed by amounts received from landlords in connection
with such closings.  The $1.4 million provision recorded in the third quarter of
fiscal  2001  relates  to the write  off of the  remaining  book  value of quick
service store closings.

Minority interest represents the share of the minority holders' interests in the
combined profit or loss reported for the applicable  period of the 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.  The  provision  for the
closing of this unit, which was not material,  was made in the fourth quarter of
fiscal 2001.

Interest  expense of $23.9  million and $24.1  million for the forty weeks ended
October 6, 2002 and October 7, 2001, respectively,  and of $7.2 million for each
of the third fiscal quarters of 2002 and 2001, relate to the 11%, $255.0 million
senior notes issued to finance our going private  transaction in September 1999,
the 8.4%, $16.0 million mortgage loan on our corporate headquarters entered into
in the first quarter of 2001 (the principal of which is being repaid at the rate
of $0.1 million per quarter),  and fees for unused borrowing  capacity under our
credit agreement. Of these amounts, $1.1 million and $0.4 million in each of the
forty  weeks and  twelve  weeks  ended  October  6, 2002 and  October  7,  2001,
respectively,  represented  non-cash  charges for the  accretion of the original
issue discount on our senior notes and the  amortization  of deferred  financing
costs on the senior notes, bank credit agreement and the mortgage loan.

Interest  income for the forty week period ended  October 6, 2002 and October 7,
2001 was approximately $0.4 million and $0.6 million, respectively.



                                      -5-
<PAGE>


Interest income was approximately $0.1 million for the third quarter of both the
2002 and 2001 fiscal years.  Higher cash available for investment in each of the
forty and twelve  weeks in fiscal  2002 as compared to fiscal 2001 was offset by
the lower interest rates in effect.  The Indenture  under which our senior notes
are issued and our bank credit  agreement  limit the type of  investments we may
make.

Equity in the net income of  unconsolidated  affiliates  represents our share of
earnings  and  losses  in  those  new  concepts  in  which we have a 50% or less
ownership  interest.  The increase of $0.5  million and $0.1 million  during the
forty and twelve weeks ended  October 6, 2002 as compared to the same periods in
fiscal 2001,  was primarily a result of improved  performance  of our steakhouse
joint venture.  We have  determined  that we will continue to develop and expand
the steakhouse joint venture locations but are evaluating the disposition of the
other concepts in which we have a 50% or less ownership interest.

In September  2002, we reached an agreement to settle,  for $9.65  million,  our
claim with our insurance  company for the  reimbursement of the depreciated cost
of the assets destroyed at the Sbarro-owned World Trade Center location, as well
as for lost  income  under our  business  interruption  insurance  coverage.  We
received the remaining amount of such settlement,  less the $1.5 million advance
received in May 2002, in September  2002.  Approximately  $7.2  million,  net of
related  expenses,  of the settlement  relates to  reimbursement  of lost income
under our  business  interruption  insurance  coverage  and is  included  in our
statement of operations for the forty and twelve weeks ended October 6, 2002.

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.  Under the provisions of Subchapter S,  substantially all
taxes on our income is paid by our shareholders  rather than us. Our tax expense
of $0.3  million  for both the forty  week  periods  ended  October  6, 2002 and
October 7, 2001 and $0.1 million for both twelve week periods then ended 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 October 6,
2002, we had unrestricted cash and cash equivalents of $30.5 million and working
capital of $19.5 million  compared to unrestricted  cash and cash equivalents of
$11.5 and a working capital deficit of $2.4 million at October 7, 2001.

Net cash provided by operating  activities  was $3.4 million for the forty weeks
ended  October 6, 2002 and $0.5  million for the forty  weeks  ended  October 7,
2001.  The $5.5 million  increase in EBITDA and $2.5 million  difference  in the
change in accounts  receivable  (primarily  due to the receipt during the second
quarter of fiscal  2002 of the $1.5  million  advance  for our  insurance  claim
related to the World Trade Center, that had been recognized as a receivable, and
an increase in amounts owed by franchisees due to the higher number of locations
open in fiscal  2002) was  offset by an  increase  in prepaid  expenses  of $1.2
million and $3.3 million lower amount of



                                      -6-
<PAGE>


accounts  payable  and  accrued  expenses  in fiscal  2002  than at fiscal  2001
year-end.  Accounts payable and accrued expenses at October 6, 2002 approximated
those  balances  at October 7,  2001.  Year-end  accounts  payable  and  accrued
expenses are  traditionally  highest at the end of each of the Company's  fiscal
years which occurs at the end of the peak holiday season.

Net cash used in  investing  activities  has  historically  been  primarily  for
capital  expenditures,  including those made by our consolidated other concepts.
Net cash used in investing  activities declined from $14.5 million for the forty
weeks ended October 7, 2001 to $6.6 million for the forty weeks ended October 6,
2002  primarily  due to a  decline  in  quick  service  new  unit  openings  and
renovation  activity, a reduction in expenditures for consolidated other concept
locations as the  development  of these  concepts has slowed,  and the impact of
nationwide  maintenance  contracts  we entered  into during late fiscal 2001 and
early fiscal 2002. Investing activities in the forty weeks ended October 6, 2002
include $1.3 million, paid as part of previously committed costs of $2.3 million
relating to an upgrade of our computer systems.

Net cash used in financing activities was $3.2 million for the forty weeks ended
October 6, 2002  compared  to net cash used of $16.9  million in the  comparable
2001  period.  The  reduction  in amount of cash used was due to a $4.4  million
reduction in tax distributions made under a tax payment  agreement,  the absence
in fiscal 2002 of $3.2 million of loans (net of $0.7 million of loan repayments)
and the  absence  of $5.0  million  of  dividends  (outside  of the Tax  Payment
Agreement) made to our shareholders in the fiscal 2001 period and the absence of
the  $1.0  million  purchase  price  paid  by us as part  of the  settlement  of
litigation  in the fiscal 2001 period for the 20% interest in the Umberto of New
Hyde Park concept that we did not own.

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 bank credit  agreement.  In addition to debt  service,  we
expect  that our other  liquidity  needs will  relate to  capital  expenditures,
working capital, investments in joint ventures, distributions to shareholders to
the extent  permitted  under the  Indenture  for the  senior  notes and the bank
credit  agreement  and general  corporate  purposes.  We believe that  aggregate
restaurant  capital  expenditures  and our  investments in joint ventures during
fiscal 2002 will be significantly  lower than levels in fiscal 2001 due to fewer
scheduled store openings,  lower  renovation  activity,  lower  expenditures for
other concept locations and the maintenance contract referred to earlier.

We expect our primary  sources of  liquidity to meet our needs will be cash flow
from operations.  The closing of the Sbarro quick service  locations through the
end of fiscal 2002 is expected,  after  termination  payments to  landlords,  to
increase  liquidity as these units were low volume,  under performing units that
had negative EBITDA.  Also, at October 15, 2002, 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


                                      -7-
<PAGE>

to 1.  Another  covenant  limits  our  ability  to make  "restricted  payments,"
including,  among other things,  dividend  payments (other than as distributions
pursuant to the Tax Payment  Agreement) 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.  As of October 6, 2002, that
ratio  was 2.23 to 1. As a result,  we are not  presently  able to borrow  funds
(other than specifically permitted  indebtedness,  including up to $75.0 million
of revolving  credit loans).  Additionally,  under the formula  contained in the
Indenture,  we may not presently  make  restricted  payments  other than certain
permitted investments.

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 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 other  commercial  commitments  with respect to
both our Sbarro  quick  service and the other  concepts  (both those in which we
have a  majority  or  minority  interest)  do not  differ  materially  from  the
information disclosed in the Form 10-K for the 2001 fiscal year. Our bank credit
agreement  was amended in March 2002 to (a) increase the required  maximum ratio
of  Consolidated  Senior  Debt (as  defined)  at the end of a fiscal  quarter to
Consolidated EBITDA (as defined) for the four fiscal quarters then ended that we
may have to ratios  ranging  from 7.25 to 1 through the third  quarter of fiscal
2002 to 4.50 to 1 after the third  quarter of fiscal  2003,  and (b) to decrease
the  required  minimum  ratio of  Consolidated  EBITDA (as defined) for the four
quarters ended on the  measurement  date to  Consolidated  Interest  Expense (as
defined) for the four quarters ended on the  measurement  date that we may have,
to ratios  ranging  from 1.25 to 1 through  the third  quarter of fiscal 2002 to
2.00 to 1 after the third quarter of fiscal 2003.

CRITICAL ACCOUNTING POLICIES AND CONTRACTUAL OBLIGATIONS
--------------------------------------------------------

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 forty weeks ended
October 6, 2002, there were no material  changes to the matters  discussed under
the headings  "Critical  Accounting  Policies" and "Contractual  Obligations" in
Part II,  Item 7 of our  Annual  Report on Form 10-K for the  fiscal  year ended
December 30, 2001.



                                      -8-
<PAGE>


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,"  "expects," "intends," "plans," "estimates,"  "projects," "strategy"
and similar expressions or the negative of those words.

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
         terrorist or other events may have on the  willingness  of consumers to
         frequent  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 bank 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 bank credit  agreement to the extent  required in
         the  event we make  certain  asset  sales  or  experience  a change  of
         control.



                                      -9-
<PAGE>


You are cautioned not to place undue reliance on these  statements,  which speak
only as of the date of this 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.



                                      -10-
<PAGE>




                                    SIGNATURE

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

                                                  SBARRO, INC.
                                                  ---------------------------
                                                  Registrant


Date:    November 20, 2002          By:           /s/ Steven B. Graham
         ------------------                       --------------------------
                                                  Steven B. Graham
                                                  Vice President and Controller
                                                  (Principal Accounting Officer)






                                      -11-
<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



                                      -12-
<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: November 20, 2002                     /s/ Mario Sbarro
                                            ------------------------------------
                                            Mario Sbarro,
                                            Chairman of the Board and President
                                            (Principal Executive Officer)







                                      -13-
<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  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and



                                      -14-
<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: November 20, 2002                    /s/ Steven B. Graham
                                           -------------------------------------
                                           Steven B. Graham,
                                           Vice President and Controller
                                           (Principal Accounting Officer and
                                           person performing the function of our
                                           principal financial officer)





                                      -15-
<PAGE>


                                  EXHIBIT INDEX

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.











                                      -16-