UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 _________________ FORM 10-K/A
Amendment No. 1 FOR ANNUAL AND TRANSITIONAL REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
          1934 for the fiscal year ended December 31, 2005  OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934 for the transition period from _______________ to  _______________  Commission file number
0-27824 SPAR GROUP, INC.
(Exact name of registrant as specified in its charter) Delaware
     33-0684451(State or other jurisdiction of incorporation or organization)
     (I.R.S. Employer Identification No.)580 White Plains Road, Suite 600, Tarrytown, New York
     10591(Address of principal executive offices)
     (Zip Code) Registrants telephone number, including area code: (914) 332-4100 Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to section 12(g) of the Act: Common Stock, par value $.01 per share Indicate by check
mark if the  registrant is a well-known  seasoned  issuer,  as defined in Rule 405 of the
Securities Act.  YES             NO Indicate by check
mark if the  registrant  is not required to file reports  pursuant to Section 13 or
Section 15(d) of the Act.  YES         NO 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 twelve months (or
for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES  NO Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K . Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act.). Large Accelerated Filer 
Accelerated Filer   Non-Accelerated Filer Indicate by check
mark whether the  registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) YES     NO The
aggregate market value of the Common Stock of the Registrant held by non-affiliates of the
Registrant on June 30, 2005, based on the closing price of the Common Stock as reported by
the Nasdaq Capital Market on such date, was approximately $10,083,534. The
number of shares of the Registrants Common Stock outstanding as of December 31,
2005, was 18,916,847 shares. DOCUMENTS INCORPORATED BY REFERENCE: None. 1  Introduction This Form 10-K/A
(Amendment No. 1) amends the Annual Report for the Fiscal Year ended December 31, 2005 on
Form 10-K by amending and restating Exhibit 31.1 and 31.2 which were inadvertently
prepared using an outdated form, substituting for such items the following replacements as
indicated: Exhibit
31.1:  Exhibit 31.1 to the Annual Report for the Fiscal Year ended December 31, 2005 is hereby deleted in
its entirety and is amended, restated and completely replaced by insertion of the
following corrected Exhibit 31.1 in its place:  Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert G. Brown,
certify that: 1.        I have reviewed
this annual report on Form 10-K of SPAR Group, Inc.; 2.        Based on my
knowledge, this report does not contain any untrue statement of a           material fact
or omit to state a material fact necessary to make the statements           made, in
light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report; 3.        Based
on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report; 4.        The
registrants other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) [INTENTIONALLY OMITTED IN RELIANCE
          ON SEC RELEASE NO. 33-8238] for the registrant and have: (a)        Designed
such disclosure controls and procedures, or caused such disclosure           controls and
procedures to be designed under our supervision, to ensure that           material
information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared; (b)        [INTENTIONALLY
OMITTED IN RELIANCE ON SEC RELEASE NO. 33-8238] (c)        Evaluated
the effectiveness of the registrants disclosure controls and           procedures
and presented in this report our conclusions about the effectiveness           of the
disclosure controls and procedures, as of the end of the period covered           by this
report based on such evaluation; and (d)        Disclosed
in this report any change in the registrants internal control           over
financial reporting that occurred during the registrants most recent
          fiscal quarter (the registrants fourth fiscal quarter in the case of an
          annual report) that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting; and 5.        The
registrants other certifying officer(s) and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions): (a)        All significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize and
          report financial information; and 2  (b)        Any
fraud, whether or not material, that involves management or other employees           who
have a significant role in the registrants internal control over
          financial reporting. Date: as of March 31, 2006
     /s/ Robert G. BrownRobert G. Brown
Chairman, President and
Chief Executive Officer Exhibit
31.2:  Exhibit
31.2 to the Annual Report for the Fiscal Year ended December 31, 2005 is hereby deleted in
its entirety and is amended, restated and completely replaced by insertion of the
following corrected Exhibit 31.2 in its place:  Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Charles Cimitile,
certify that: 1.        I have reviewed this annual report on Form 10-K of SPAR Group, Inc.; 2.        Based
on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report; 3.        Based
on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report; 4.                  The
registrants other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) [INTENTIONALLY OMITTED IN RELIANCE
          ON SEC RELEASE NO. 33-8238] for the registrant and have: (a)                  Designed
such disclosure controls and procedures, or caused such disclosure           controls and
procedures to be designed under our supervision, to ensure that           material
information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared; (b)        [INTENTIONALLY
OMITTED IN RELIANCE ON SEC RELEASE NO. 33-8238]; (c)        Evaluated
the effectiveness of the registrants disclosure controls and           procedures
and presented in this report our conclusions about the effectiveness           of the
disclosure controls and procedures, as of the end of the period covered           by this
report based on such evaluation; and (d)        Disclosed
in this report any change in the registrants internal control           over
financial reporting that occurred during the registrants most recent
          fiscal quarter (the registrants fourth fiscal quarter in the case of an
          annual report) that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting; and 3  5.        The
registrants other certifying officer(s) and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions): (a)        All
significant deficiencies and material weaknesses in the design or operation           of
internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize
and           report financial information; and (b)        Any
fraud, whether or not material, that involves management or other employees           who
have a significant role in the registrants internal control over
          financial reporting. Date: as of March 31, 2006
     /s/ Charles CimitileCharles Cimitile
Chief Financial Officer, Treasurer and Secretary Index of Exhibits ExhibitNumber
Description  31.1
Certification
 of the CEO pursuant to 18 U.S.C.  Section 1350 as adopted  pursuant to Section 302 of
                           the Sarbanes-Oxley Act of 2002, and filed herewith.  31.2
Certification
 of the CFO pursuant to 18 U.S.C.  Section 1350 as adopted  pursuant to Section 302 of
                           the Sarbanes-Oxley Act of 2002, and filed herewith.  32.1
Certification
 of the CEO pursuant to 18 U.S.C.  Section 1350 as adopted  pursuant to Section 906 of
                           the Sarbanes-Oxley Act of 2002, and filed herewith.  32.2
Certification
 of the CFO pursuant to 18 U.S.C.  Section 1350 as adopted  pursuant to Section 906 of
                           the Sarbanes-Oxley Act of 2002, and filed herewith.  SIGNATURES Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the report to be signed on its behalf by the
undersigned, thereunto duly authorized. SPAR Group, Inc.By:  /s/ Charles CimitileCharles Cimitile
        Chief Financial Officer, Treasurer and SecretaryDate: April 17, 2006 4