EXHIBIT 99.5
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               INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK-ENTRY
                   TRANSFER PARTICIPANT FROM BENEFICIAL OWNER
                                       OF
                                  SBARRO, INC.

                            11% Senior Notes due 2009

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

         The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 2000 (the "Prospectus") of Sbarro, Inc. (the "Company") and the
accompanying Letter of Transmittal (the "Letter of Transmittal") that together
constitute the Company's offer to exchange (the "Exchange Offer") an aggregate
principal amount of up to $255,000,000 of the Company's 11% Senior Notes due
2009, (the "Original Notes") for the same aggregate principal amount of the
Company's issued and outstanding 11% Senior Notes due 2009 (the "Registered
Notes") that have been registered under the Securities Act of 1933 (the
"Securities Act").

         This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating to
the Exchange Offer with respect to the Original Notes held by you for the
account of the undersigned.

         The aggregate face amount of the Original Notes held by you for the
account of the undersigned is (fill in amount):

         $ ______________ of the 11% Senior Notes due 2009.

         With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):

         |_|      To TENDER the following Original Notes held by you for the
                  account of the undersigned (insert principal amount of
                  Original Notes to be tendered, (if any):

                  $ ______________ of the 11% Senior Notes due 2009.

         |_|      NOT to TENDER any Original Notes held by you for the account
                  of the undersigned.

         If the undersigned instructs you to tender the Original Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representation and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (1) the
undersigned is not an affiliate (within the meaning of Rule 405 under the
Securities Act) of the Company, (2) the undersigned is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any person
to participate in, a distribution of the Registered Notes and (3) the
undersigned is acquiring the Registered Notes in the ordinary course of its
business.

         By tendering Original Notes and executing this Letter of Transmittal,
the undersigned will also be deemed to represent and agree that if it is a
broker-dealer or if it is using the Exchange Offer to participate in a
distribution of the Registered Notes, it (1) could not under SEC policy as in
effect on the date hereof



rely on the position of the SEC enunciated in Morgan Stanley & Co. Incorporated
(available June 5, 1991) and Exxon Capital Holdings Corporation (available May
13, 1988), as interpreted in the SEC's letter to Shearman & Sterling (available
July 2, 1993), and similar no-action letters and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a resale transaction and that such a resale transaction must be
covered by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of Regulation S-K
if the resales are of Registered Notes obtained by the undersigned in exchange
for Original Notes acquired by it directly from the Company.





                                    SIGN HERE

Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer identification or Social Security Number:
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Date:
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