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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 7, 2001           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 BROADHOLLOW 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 19, 2001 WAS 7,064,328.


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                                     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     40 Weeks      12 Weeks       12 Weeks            Fiscal Year
                                                  Ended        Ended         Ended          Ended              ------------
                                                  10/07/01     10/08/00      10/07/01       10/08/00           2000    1999
                                                  --------     --------      --------       --------           ----    ----
<S>                                                <C>       <C>             <C>              <C>              <C>       <C>
Company-owned restaurants (1):
   Opened during period                               4        7              1                 2              13        24
   Acquired from (sold to)
     franchisees during period-net                  --        --               -                -               1        (1)
   Closed during period                            (36)      (11)             (7)              (3)            (16)       (9)
                                                   ----     -----            ----             ----           --------  -----
   Open at end of period                           604       634             604              634             636       638

Franchised restaurants:
   Opened during period                             22        28               9               11              36        49
   Purchased from (sold to)
     Company during period-net                      --         -              -                 -              (1)        1
   Closed or terminated during period              (12)      (15)             (7)              (2)            (18)      (32)
                                                 ------      ----          ------           ------           -----     -----
   Open at end of period                           313       299             313              299              303      286

All restaurants:
   Opened during period                             26        35              10               13               49        73
   Closed or terminated during period              (48)      (26)            (14)              (5)             (34)      (41)
                                                 ------     -----           -----           ------            ----      -----
   Open at end of period                           917       933             917              933              939       924

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

</TABLE>

(1)      Excludes  36,  32, 33 and 26 new  concept  units  open as of October 7,
         2001, October 8, 2000, fiscal 2000 and fiscal 1999, respectively.








                                      Pg. 2


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Our business is subject to seasonal fluctuations, and the effect of weather and
economic conditions. Earnings have been highest in our fourth fiscal quarter due
primarily to increased volume in shopping malls during the holiday shopping
season. The fourth fiscal quarter historically has accounted for approximately
40% of annual operating net income before the effect of additional amortization
associated with our going private transaction in September 1999 ("adjusted
operating income") but has fluctuated due to the length of the holiday shopping
period between Thanksgiving and New Year's Day and the number of weeks in our
fourth quarter.

However, with the loss experienced during the forty week period ended October 7,
2001 and because we are unable to predict the effects that the weakened US
economy and the events of September 11, 2001 will have on mall, airport and
downtown traffic, principal markets for Sbarro restaurants, during the fourth
quarter of fiscal 2001, this percentage will not be representative of the
percentage of earnings that the fourth quarter of fiscal 2001 will contribute to
full fiscal 2001 results.

One high volume Sbarro-owned quick service unit was destroyed in the September
11, 2001 attack on the World Trade Center in New York City. In addition, a
number of airports were closed due to the events of September 11 causing airport
Sbarro-owned and franchise units to close and a number of downtown locations
experienced reduced sales. We have made claims under our business interruption
insurance policies with respect thereto. However, under applicable accounting
principles, the accompanying statement of operations does not give effect to any
potential recoveries that may result therefrom.

Our consolidated EBITDA for the forty weeks ended October 7, 2001 was $36.8
million, with an EBITDA margin of 12.9%, compared to $51.0 million and 17.5%,
respectively, for the forty weeks ended October 8, 2000. Our consolidated EBITDA
for the twelve weeks ended October 7, 2001 was $12.0 million and our EBITDA
margin was 13.6%, compared to $17.3 million and 18.9%, respectively, for the
twelve weeks ended October 7, 2000. EBITDA represents earnings before cumulative
effect of change in accounting method, interest income, interest expense, equity
in net income of unconsolidated affiliates, taxes, depreciation and
amortization. EBITDA margin represents EBITDA divided by the 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 or as a measure of a
company's profitability or liquidity. Rather, EBITDA is presented because it is
a widely accepted supplemental financial measure of operating performance, and
we believe that it provides relevant and useful information about our
operations. 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.



                                      Pg. 3



<PAGE>

Restaurant sales from Sbarro-owned quick service units and consolidated joint
venture units decreased $4.2 million or 1.5% to $273.9 million for the forty
weeks ended October 7, 2001 from $278.1 million for the forty weeks ended
October 8, 2000, while they decreased by $2.6 million or 2.9% to $85.2 million
for the twelve weeks ended October 7, 2001 from $87.8 million in the twelve
weeks ended October 8, 2000. Sales increases in consolidated joint venture units
of $3.3 million were offset by a $7.5 million decline in sales from quick
service units for the forty weeks ended October 7, 2001. For the twelve weeks
ended October 7, 2001, the increase in consolidated joint venture sales of $0.7
million was offset by a $3.3 million decline in quick service unit sales. Sales
at both Sbarro quick service and certain consolidated joint venture locations
for the forty and twelve weeks ended October 7, 2001, which have been adversely
impacted by the general economic downturn, were further affected by the events
of September 11, 2001. From the beginning of fiscal 2000 through the end of the
third quarter of 2001, we have closed 31 more units than we opened. Also, one
high volume unit closed in the second quarter of fiscal 2000 was not replaced
until the second quarter of 2001. The units closed and not replaced since the
beginning of fiscal 2000, with the exception of the World Trade Center and the
one high volume unit closed in fiscal 2000 and replaced in 2001, were generally
low volume units which did not have a material impact on our results of
operations. In addition, a number of airports were closed due to the events of
September 11 causing airport Sbarro-owned and franchise units to close and a
number of downtown locations experienced reduced sales. Revenues from new quick
service units did not offset the loss of revenues from quick service units
closed since the beginning of fiscal 2000.

Comparable Sbarro quick service unit sales decreased 1.3% and 2.7% during the
forty and twelve weeks ended in the third fiscal quarter of 2001. Comparable
Sbarro quick service unit sales levels for the third fiscal quarter and year to
date, which, as noted above, had already been affected by the decrease in mall
traffic related to the general economic downtown in the United States, were
negatively affected after the tragedy of September 11. In late March 2001 and
mid June 2001, we implemented price increases of 0.7% and 3.3%, respectively,
which partially offset the reduction in traffic. Comparable restaurant sales are
made up of sales at locations that were open during the entire current and prior
fiscal year.

Excluding approximately $1.5 million of fees related to the termination of our
development agreement and the closing of all Sbarro locations in Japan and $0.3
million related to the termination of an area development agreement in Egypt,
before any locations had opened, recognized during the first quarter of fiscal
2001, franchise related income remained at $7.3 million for each of the forty
week periods ended October 7, 2001 and October 8, 2000 and remained at $2.4
million for the third quarter of both fiscal 2001 and 2000. Greater royalties
due to a higher number of franchise units in operation in the current fiscal
year were offset by decreases in comparable location revenues, primarily from
domestic locations. Franchises, both domestically and internationally, have been
negatively affected by the events of September 11. The franchised locations that
were in Israel (that was destroyed in August 2001 and closed for approximately
one month) and the World Trade Center did not generate significant royalty
revenues.



                                      Pg. 4

<PAGE>

Real estate and other revenues increased 2.1% and decreased 17.2% for the forty
and twelve weeks ended October 7, 2001, respectively, from the same periods in
fiscal 2000 due to the full year effect of leasing the Company's headquarters
building (which has been fully occupied since the end of the second quarter of
fiscal 2000) to third parties offset in the twelve week period in fiscal 2001 by
decreases in certain vendor rebates.

Cost of food and paper products as a percentage of restaurant sales increased to
20.5% for the forty weeks ended October 7, 2001 from 19.7% for the comparable
2000 fiscal period and to 20.7% of restaurant sales for the twelve weeks ended
October 7, 2001 from 19.9% for the comparable period in fiscal 2000. The
increases during both 2001 periods reported were primarily due to higher average
cheese prices, increased distribution fees and the reduced level of sales.
Cheese prices to date in the fourth quarter of fiscal 2001 have decreased to
levels only slightly higher than those experienced at the comparable point in
time in the fourth quarter of fiscal 2000.

Payroll and other employee benefits increased to 27.7% in the forty weeks ended
October 7, 2001 from 26.9% of restaurant sales in the forty weeks ended October
8, 2000. For the third quarter of fiscal 2001, these expenses increased to 27.3%
from 26.3% of restaurant sales in the same quarter of fiscal 2000. These
increases were primarily due to the continuing tight labor market, resulting in
pressures on wages and salaries and associated increases in amounts paid for
payroll taxes and the reduced level of sales. During in the third quarter of
fiscal 2001, we began to see an abatement of these pressures. In addition, we
are taking steps to reduce payroll expenses in light of the economic slowdown.

Other operating expenses increased to 33.0% of restaurant sales in the forty
weeks ended October 7, 2001 from 31.1% in the forty weeks ended October 8, 2000
and to 31.4% from 30.2% of restaurant sales for the twelve week period ended
October 7, 2001 and October 8, 2000 primarily due to increases in rent,
utilities and other occupancy related expenses and the reduced level of sales.

Depreciation and amortization expense decreased by $0.4 million for the first
forty weeks and $0.6 million for the third quarter of fiscal 2001 over the
similar periods in fiscal 2000. Amortization expense includes $4.0 and $5.8
million for the forty weeks of fiscal 2001 and 2000, respectively, and $1.2 and
$1.7 million for the twelve weeks of the third quarter of fiscal 2001 and 2000,
respectively, for the amortization of the excess of the purchase price of the
cost of net assets acquired in connection with the completion of our going
private transaction on September 28, 1999. Fiscal 2001 depreciation and
amortization reflects the finalization of our allocation of the purchase price
from the going private transaction during fiscal 2000 based on an evaluation of
our net assets at September 28, 1999.

General and administrative expenses were $26.9 million, or 9.4% of total
revenues, for the forty weeks ended October 7, 2001, compared to $24.2 million,
or 8.3% of total revenues, for the forty weeks ended October 8, 2000 and $9.1
million, or 10.2% of total revenues for the twelve weeks ended October 7, 2001,
compared to $7.2 million, or 7.9% of total revenues for the same twelve week
period in fiscal 2000. General and administrative costs increased as a result of
a reduction

                                      Pg. 5

<PAGE>

in the amount of overhead capitalized in connection with capital projects due to
a reduced number of new unit openings, and general cost increases partially
offset by decreases in certain field management costs. Increases also resulted
from a $2.8 million charge for certain quick service store closings and for the
cost of converting our Umberto and Tony & Bruno locations to our Mama Sbarro
concept, of which $1.3 million was recorded in the second quarter of fiscal
2001.

Minority interest represents the share of the minority holders' interests in the
combined profits or losses in each period of the fiscal years being reported of
the joint ventures in which we have a majority interest. We are assessing the
various joint venture operations to which we are a party to determine whether we
are obtaining an adequate return on investment with respect to each and are
assessing various alternatives that we may have with respect to each.

Interest expense of $24.1 million and $23.8 million for the first forty weeks of
fiscal 2001 and 2000, respectively, and $7.2 million for each of the third
fiscal quarters of fiscal 2001 and 2000 relates to the 11%, $255.0 million
Senior Notes issued to finance our going private transaction, the 8.4%, $16.0
million mortgage loan on our corporate headquarters and fees for unused
borrowing capacity under our bank Credit Agreement. Of these amounts, $1.0
million in each first forty weeks and $0.3 million in each third fiscal quarters
of 2001 and 2000, 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, mortgage loan and Credit Agreement. The increase in
interest expense in the forty week period of fiscal 2001 over the comparable
fiscal 2000 period was due to the full period impact in fiscal 2001 of the
mortgage loan, which was entered into in March 2000.

Interest income was approximately $0.6 million for the forty weeks of fiscal
2001 and $0.7 million for the same period in the 2000 fiscal year. For the
twelve weeks in the third quarter of the 2001 and 2000 fiscal years, interest
income was $0.1 million and $0.3 million, respectively. Interest income in
fiscal 2001 was affected by reduced availability of cash for investment and
lower interest rates.

Equity in the net income of unconsolidated affiliates represents our share of
earnings and losses in those new concepts in which the company has a 50% or less
ownership interest. As mentioned above, we are assessing the various joint
venture operations to which we are a party to determine whether we are obtaining
an adequate return on investment with respect to each, and are assessing various
alternatives that we may have with respect to each.

We have elected to be taxed under the provisions of Subchapter S of the Internal
Revenue Code and, where applicable and permitted, under similar state and local
income tax provisions beginning January 3, 2000. Under the provisions of
Subchapter S, substantially all taxes on our income is paid by our shareholders
rather than us. Our tax expense of $0.3 million and $0.4 million for the forty
weeks and $0.1 million and $0.2 million for the twelve weeks ended October 7,
2001 and October 8, 2000, respectively, represents taxes owed to jurisdictions
that do not recognize S corporation status or that tax entities based on factors
other than income. As


                                      Pg. 6

<PAGE>

required by Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes", we recognized a $5.6 million credit associated
with the reversal of our deferred tax liabilities upon conversion to S
corporation status in the first quarter of fiscal 2000.

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 7,
2001, we had unrestricted cash and cash equivalents of $11.5 million and a
working capital deficit of $2.4 million compared to unrestricted cash and cash
equivalents of $18.1 million and working capital of $0.6 million at October 8,
2000. We have $26.6 million of undrawn availability under our Credit Agreement,
net of outstanding letters of credit and guarantees of reimbursement obligations
currently aggregating approximately $3.4 million.

Our operations used $0.5 million of cash for the forty weeks ended October 7,
2001. During the forty weeks ended October 8, 2000, our operations generated
$11.7 million of cash. The $12.2 million difference was primarily due to a $14.3
million reduction in EBITDA and a $1.4 million increase in cash interest offset,
in part, by a $2.9 million reduction in taxes paid as a result of our conversion
to Subchapter S status on January 3, 2000 (the cash tax payment of $2.5 million
in the first quarter of fiscal 2000 represented the payment of taxes accrued in
1999).

Net cash used in investing activities was for capital expenditures, including
investments made by our consolidated joint ventures. Net cash used in investing
activities declined from $19.3 million for the forty weeks ended October 8, 2000
to $14.5 million for the forty weeks ended October 7, 2001 primarily due to a
decline in new unit openings.


Net cash used in financing activities was $15.9 million for the forty weeks
ended October 7, 2001 compared to $8.1 million in the comparable 2000 period.
Cash used in financing activities during the first forty weeks of fiscal 2001
resulted primarily from cash dividends of $5.0 million paid on April 6, 2001,
Subchapter S Corporation tax distributions of $7.6 million and $3.2 million, net
of repayments, of loans to our shareholders, all during the first fiscal quarter
of 2001. Cash used in financing activities for the first forty week period of
2000 resulted primarily from $18.0 million of cash dividends, $3.6 million of
tax distribution to our shareholders and a $2.0 million loan to our Chairman and
CEO offset, in part, by $15.6 million of net proceeds from a $16.0 million, 8.4%
ten year loan secured by a mortgage on our corporate headquarters building. Tax
distributions are made as a result of our election to be taxed under the
provisions of Subchapter S of the Internal Revenue Code and, where applicable
and permitted, under similar state and local income tax provisions beginning
January 3, 2000. Under the provisions of Subchapter S, substantially all taxes
on our income are paid by our shareholders. We make periodic tax distributions,
as permitted under the Indenture under which our Senior Notes are issued and
under our Credit Agreement, in amounts that are



                                      Pg. 7

<PAGE>

intended to approximate the income taxes, including estimated taxes, that would
be payable by our shareholders if their only income was their pro-rated share of
our taxable income and that income was taxed at the highest applicable federal
and New York state marginal income tax rates.

We incur annual cash interest expense of approximately $29.7 million under our
Senior Notes and mortgage loan and may incur additional interest expense for
borrowings under our Credit Agreement. In addition to debt service, we expect
that our other liquidity needs will relate to capital expenditures, working
capital, investments in joint ventures, distributions to shareholders as
permitted under the Indenture under which the Senior Notes are issued and the
Credit Agreement and general corporate purposes. We expect our primary sources
of liquidity to meet these needs will be cash flow from operations and
availability under our Credit Agreement. The Indenture under which our $255.0
million Senior Notes are issued and our bank Credit Agreement restrict our
ability to incur debt (other than under our bank Credit Agreement) unless we
meet a specified Consolidated Interest Coverage Ratio (as defined). In addition,
our ability to make, among other things, investments in unrestricted
subsidiaries (including the joint ventures in which we currently have an
interest), and loans to third parties (including our shareholders) and to pay
dividends (other than under a formula contained in a tax payment agreement which
permits us to make periodic Subchapter S tax distributions, including estimated
taxes, up to the formula determined amount) is limited to certain amounts and
cannot be made unless another specified Consolidated Interest Coverage Ratio is
met. Based upon our results of operations through the third quarter of fiscal
2001, we presently may not incur additional indebtedness (other than under our
bank Credit Agreement).

We believe that aggregate restaurant capital expenditures and our investments in
joint ventures during the next twelve months will be moderately lower than
levels in the previous twelve months.

We do not have any principal repayment obligations under the Senior Notes or our
Credit Agreement until September 2009 and September 2004, respectively. No
amounts are outstanding under our Credit Agreement. Our mortgage loan is payable
in monthly installments of principal and interest of $0.1 million, with a final
principal payment of $14.1 million due in 2010.

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 this 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.



                                      Pg. 8

<PAGE>

Forward-looking statements are subject to a number of known and unknown risks
and uncertainties that could cause actual results to differ materially from
those projected, expressed or implied in the forward-looking statements. These
risks and uncertainties, many of which are not within our control, include but
are not limited to, in general, general economic, weather and business
conditions; the availability of suitable restaurant sites in appropriate
regional shopping malls and other locations on reasonable rental terms; changes
in consumer tastes; changes in population and traffic patterns, including the
effects that the events of September 11, 2001 may have on mall, airport and
downtown traffic, the principal markets for Sbarro restaurants; our ability to
continue to attract franchisees; the success of our present, and any future,
joint ventures and other expansion opportunities; the availability of food
(particularly cheese and tomatoes) and paper products at current prices; our
ability to pass along cost increases to our customers; no material increase
occurring in the Federal minimum wage; the continuity of services of members of
our senior management team; our ability to attract and retain competent
restaurant and executive managerial personnel; competition; the level of, and
our ability to comply with, government regulations; our ability to generate
sufficient cash flow to make interest payments and principal under our Senior
Notes and Credit Agreement; the effects which restrictions imposed on us under
the Indenture under which the Senior Notes are issued and the Credit Agreement
may have on our ability to operate our business; and our ability to repurchase
Senior Notes to the extent required and make repayments under our Credit
Agreement to the extent required in the event we make certain asset sales or
experience a change of control.

You are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date of the report. We do not undertake any
responsibility to release publicly any revisions to these forward-looking
statements to take into account events or circumstances that occur after the
date of this report, other than as required by law. 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.


                                     Pg. 9

<PAGE>
                                    SIGNATURE


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



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



Date:   December 1, 2001           By:  /s/ Steven B. Graham
     ----------------------             ----------------------------------------
                                        Steven B. Graham
                                        Vice President and Controller (Principal
                                        Financial and Accounting Officer)





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