Exhibit 4.02(d)
May 30, 2003


Sbarro, Inc.
401 Broadhollow Road
Melville, NY 11747

RE:      Covenant Violation Waiver

Gentlemen:

     You have advised us that Sbarro,  Inc. (the "Company") has defaulted in the
performance  of certain 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, as amended by a Covenant  Violation  Waiver
and  Amendment  dated as of March 18, 2002 and a Covenant  Violation  Waiver and
Amendment dated as of March 26, 2003  (collectively,  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 1.4 to 1.0 and (ii) a  Consolidated  Senior
Debt to Consolidated EBITDA, as such terms are defined in the Agreement,  of not
greater than 6.5 to 1.0 at its fiscal quarter ending April 20, 2003.

     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.

     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,  as described in the Agreement,
has occurred and is continuing.

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

     If the foregoing  accurately  represents the understanding  reached between
the  Company and the Bank,  please  execute  and return to the  undersigned  the
attached copy of this letter by June 6, 2003.

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