EXHIBIT 4.02(a)


March 18, 2002


Sbarro, Inc.
401 Broadhollow Road
Melville, NY 11747


RE:   Covenant Violation Waiver and Amendment

Gentlemen:

     You have advised us that Sbarro,  Inc. (the "Company") has defaulted in the
performance  of its  obligations  to  Citibank,  N.A.,  as successor to European
American Bank (the "Bank") as specified in that certain Credit  Agreement  dated
September  23, 1999 (the  "Agreement")  among the Company,  Citibank,  N.A.,  as
successor to European  American  Bank and the lenders party thereto by virtue of
the Company having violated  subparagraphs  7.13 (a) and (b) of the Agreement by
which the Company agreed to maintain (i) a Consolidated  EBITDA to  Consolidated
Interest Expense,  as such terms are defined in the Agreement,  of not less than
2.0 to 1.0 and (ii) a Consolidated  Senior Debt to Consolidated  EBITDA, as such
terms are defined in the Agreement, of not greater than 4.1 to 1.0 at its fiscal
year end December 30, 2001.

     Pursuant to your request,  the Bank agrees to waive such  requirements  but
limited to and only as particularly set forth herein.

     The waiver set forth above shall be limited  precisely as written and shall
not be deemed to (i) be a waiver of any other term or condition of the Agreement
or any of the instruments or agreements referred to therein, (ii) be a waiver of
the required  future  compliance  with such  provisions,  or (iii) prejudice any
right or rights  which the Bank may now have or may have in the future  under or
in connection with the Agreement.

     Accordingly, the Agreement is hereby amended by deleting subparagraphs 7.13
(a) and (b) in their entirety and substituting in lieu thereof the following:

     "(a) CONSOLIDATED SENIOR DEBT TO CONSOLIDATED  EBITDA.  Permit the ratio of
Consolidated  Senior  Debt to  Consolidated  EBITDA as of the end of any  fiscal
quarter of the Company to be greater than the ratio set forth below opposite the
applicable period:

         Period                                      Ratio
         ------                                      -----

December 31, 2001 through December 28, 2002          7.25 : 1.00
December 29, 2002 through December 27, 2003          4.70 : 1.00
December 28, 2003 and at all times thereafter        4.50 : 1.00

<PAGE>

(b) CONSOLIDATED  EBITDA TO CONSOLIDATED  INTEREST EXPENSE.  Permit the ratio of
Consolidated EBITDA to Consolidated Interest Expense as of the end of any fiscal
quarter of the  Company to be less than the ratio set forth below  opposite  the
applicable period:

         Period                                      Ratio
         ------                                      -----

December 31, 2001 through December 28, 2002          1.25 : 1.00
December 29, 2002 through December 27, 2003          1.90 : 1.00
December 28, 2003 and at all times thereafter        2.00 : 1.00"

     The   Company   represents   and   warrants   to  the  Bank  that  (i)  the
representations and warranties set forth in Article IV of the Agreement are true
and  correct on the date hereof as if made on the date hereof and (ii) except as
otherwise specified above, no Event of Default has occurred and is continuing.

     Except as amended or waived  hereby,  all other terms and conditions of the
Agreement shall remain unchanged and continue in full force and effect.

     The Company  shall pay to the Bank upon the  execution  hereof a waiver and
amendment fee in the amount of $20,000.

     If the foregoing  accurately  represents the understanding  reached between
the Company and the Bank,  please  execute and return the attached  copy of this
letter to the undersigned.

Very truly yours,

CITIBANK, N.A.


By: /s/ Stuart N. Berman
   ---------------------------------
Stuart N. Berman
Vice President


SBARRO, INC.

By: /s/ Mario Sbarro
   ---------------------------------
Mario Sbarro
President