SBARRO, INC.
                              1991 STOCK INCENTIVE PLAN
               (as amended through May 21, 1997 and adjusted to reflect
                    3-for-2 stock split distributed September 22, 1994)

          1.   Purpose of the Plan

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

          2.   Stock Subject to the Plan

                    Subject to the provisions of Article 11, the total
          number of shares of Common Stock with respect to which options or
          SARs may be granted under the Plan shall not exceed 3,500,000. 
          Shares issued under the Plan may consist either in whole or in
          part of authorized but unissued shares, or shares which shall
          have been purchased or acquired by the Corporation for this or
          any other purpose which are held in the treasury.  In the event
          any option or SAR granted under the Plan shall expire, be
          canceled or terminate for any reason without it (and without any
          related tandem SAR or option) having been exercised in full or
          shall cease for any reason to be exercisable in whole or in part,
          the shares relating to the expired, canceled or terminated
          portion of the option or SAR shall again be available for grant
          under the Plan.  The number of shares of Common Stock underlying
          that portion of an option or SAR which is exercised shall not
          again become available for grant under the Plan.




          3.   Administration of the Plan<PAGE>






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

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

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

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

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

               4.  Eligibility

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

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

                    (c)  The maximum number of shares of Common Stock
          subject to options and SARs which may be granted to any optionee
          under the Plan in any fiscal year of the Corporation shall not
          exceed 250,000.

          5.     Exercise Price and Base Price          

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

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          not be less than 110% of the fair market value of the Common
          Stock on the date the option is granted.

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

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

          6.     Term of Each Option and SAR         

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

          7.   Exercise of Options and SARs          

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

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

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

          8.  Payment upon Exercise of an Option or SAR        

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

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

                    (c)  Upon the exercise of an SAR, the holder shall be
          entitled to receive an amount equal to the excess of the fair
          market value on the date of exercise of the number of shares of
          Common Stock as to which the SAR is exercised over the base price
          of the portion of the SAR exercised.  Such amount shall be paid
          (i) in cash or by check, (ii) with Common Stock having an
          aggregate fair market value on the date of exercise equal to such
          amount, or (iii) any combination thereof, as determined in the
          sole discretion of the Committee.  The fair market value of such
          shares shall be determined in accordance with Article 5, but
          shall be determined as of the date of exercise of the SAR.


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

          9.   Non-Transferability of Options and SARs

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

               10.  Termination of Relationship with Corporation         

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

                    (b)  In the event that such relationship shall be
          terminated by reason of the option or SAR holder's disability,
          the remaining portion of such option or SAR (to the extent
          exercisable on the date of termination) may be exercised by the
          holder at any time within one year after such termination, but
          not thereafter and in no event after the expiration of the term
          of the option or SAR. 

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

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

          11.  Adjustment of and Changes in Common Stock        

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

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

          12.  Compliance with Securities Laws

                    It is a condition to the exercise of any option or SAR
          that either (a) a Registration Statement under the Securities Act
          of 1933, as amended (the " Securities Act"), with respect to such
          shares shall be effective at the time of exercise or (b) there is
          an exemption from registration under the Securities Act for the
          issuance of shares of Common Stock upon such exercise.  Nothing
          herein shall be construed as requiring the Corporation to
          register the shares subject to any option or SAR under the
          Securities Act.  Each option and SAR shall be subject to the
          further requirement that, if at any time the Committee shall
          determine, in its discretion, that the listing or qualification
          of the shares subject to such option or SAR on any securities
          exchange or under any applicable law, or the consent or approval
          of any governmental regulatory body, is necessary or desirable as
          a condition of, or in connection with, the granting of such
          option or SAR, or the issue of shares thereunder, such option or
          SAR may not be exercised in whole or in part unless such listing,
          qualification, consent or approval shall have been effected or
          obtained free of any conditions not acceptable to the Committee.

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          13.  Termination and Amendment

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

          14.  Shareholder Approval

                    The Plan was adopted by the Board of Directors on
          February 12, 1991 and approved by shareholders at a meeting held
          on May 30, 1991.





























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