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)

 X       ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
---      EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2003
                                                               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                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

         580 White Plains Road, 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 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 [X]  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 an  accelerated  filer
(as defined in Exchange Rule 12b-2 of the Act.) YES [ ]   NO [X]

         The aggregate  market value of the Common Stock of the Registrant  held
by non-affiliates of the Registrant on June 30, 2003, based on the closing price
of the Common Stock as reported by the Nasdaq  National Market on such date, was
approximately $20,892,441.

         The number of shares of the Registrant's Common Stock outstanding as of
December 31, 2003, was 18,858,972 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.


<PAGE>

Introduction

This Form 10-K/A  (Amendment No. 1) amends the Annual Report for the Fiscal Year
ended December 31, 2003 on Form 10-K by amending and restating  certain portions
of the Notes to the  Consolidated  Financial  Statements  substituting  for such
items are the following  replacements as indicated.  The following  paragraph in
Note 6, Joint  Venture  Guarantee is restated to change the currency from Yen in
the last  sentence.  The  following  table in Note 9 is amended and  restated to
indicate  the  number of  options  outstanding  as of  December  31,  2000.  The
following  list of Exhibits  and Reports on Form 8-K is amended and  restated to
include  recently  filed  Periodic  Reports on Form 8-K and the  exhibits  filed
therewith  (other than earning  reports  previously  reported on Form 10-Q).  In
order to complete  the list of  amendments  to the  existing  Third  Amended and
Restated  Revolving  Credit and Security  Agreement with Webster Business Credit
Corporation  (Exhibit  10.14, as previously  filed),  attached hereto as Exhibit
10.16  is a copy of the  existing  Waiver  and  Amendment  thereto  dated  as of
January, 2004.

6. Commitments and Contingencies

Joint Venture Guarantee

In May  2001,  the  Company  and  Paltac,  Inc.  ("Paltac"),  a  large  Japanese
distributor, entered into a joint venture to create a Japanese company, SPAR FM.
SPAR FM  entered  into a Yen  300  million  Revolving  Credit  Agreement  with a
Japanese bank. The bank required Paltac guarantee the outstanding balance on the
revolving credit facility. As part of the joint venture agreement, should Paltac
be required to make a payment on its guarantee to the bank, then the Company has
agreed to remit to Paltac  50% of any such  payment  up to a maximum  of Yen 150
million or  approximately  $1.4  million.  As of December 31, 2003,  SPAR FM has
borrowed Yen 100 million under its Revolving Credit  Agreement.  Therefore,  the
Company's current exposure to Paltac respecting  outstanding loans to SPAR FM at
December 31, 2003 would be Yen 50 million or approximately $470,000. The Company
has recorded  approximately $0.3 million in long-term  liabilities for its share
of the cumulative losses associated with this joint venture.

9. Stock Options (continued)

The following table summarizes stock option activity under the Company's plans:

<TABLE>
<CAPTION>
                                                                                        Weighted Average
                                                                          Shares         Exercise Price
                                                                   ----------------------------------------

<S>                                                                      <C>                  <C>
    Options outstanding, December 31, 2000                               2,989,849            $   4.82

    Granted                                                              2,564,844            $   1.31
    Exercised                                                             (309,492)               1.30
    Canceled or expired                                                 (2,761,474)               5.00
                                                                   ---------------------
    Options outstanding, December 31, 2001                               2,483,727            $   1.42

    Granted                                                                332,792            $   2.01
    Exercised                                                             (230,463)               1.23
    Canceled or expired                                                   (487,875)               5.05
                                                                   ---------------------
    Options outstanding, December 31, 2002                               2,098,181            $   1.52

    Granted                                                                401,020            $   3.51
    Exercised                                                             (143,641)               1.17
    Canceled or expired                                                    (86,500)               2.38
                                                                   ---------------------
    Options outstanding, December 31, 2003                               2,269,060            $   1.85

    Option price range at end of year                                          $0.01 to $14.00

                                                               2003            2002             2001
                                                         --------------------------------------------------
    Grant Date weighted average fair value of
      options granted during the year                       $   2.33        $   1.60         $   1.28

</TABLE>

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<PAGE>


Exhibits and Reports on Form 8-K.

(a)      Exhibits.

Exhibit
Number                    Description
------                    -----------

3.1      Certificate of Incorporation of SPAR Group,  Inc.  (referred to therein
         under its former name of PIA Merchandising Services,  Inc.), as amended
         (which  exhibit is hereby  incorporated  by reference its  Registration
         Statement on Form S-1 (Registration  No.  33-80429),  as filed with the
         Securities  and  Exchange  Commission  (the "SEC") on December 14, 1995
         (the "Form  S-1")),  and the  Certificate  of Amendment  filed with the
         Secretary  of State of the State of  Delaware  on July 8,  1999  (which
         exhibit is hereby  incorporated by reference from Exhibit 3.1 to SGRP's
         Form  10-Q  for  the 3rd  Quarter  ended  September  30,  1999),  which
         amendment (among other things) changed its name to SPAR Group, Inc.

3.2      Amended and Restated By-Laws of SPAR Group, Inc. Dated and Effective as
         of May 18, 2004 (which exhibit is hereby incorporated by reference from
         Exhibit  3.1 to SGRP's Form 8-K dated May 18,  2004,  as filed with the
         SEC on May 27, 2004).

3.3      Amended and  Restated  Charter of the Audit  Committee  of the Board of
         Directors of SPAR Group, Inc. Dated (as of) May 18, 2004 (which exhibit
         is hereby incorporated by reference from Exhibit 3.2 to SGRP's Form 8-K
         dated May 18, 2004, as filed with the SEC on May 27, 2004).

3.4      Charter of the Compensation Committee of the Board of Directors of SPAR
         Group,  Inc.  Dated  (as of) May 18,  2004  (which  exhibit  is  hereby
         incorporated by reference from Exhibit 3.3 to SGRP's Form 8-K dated May
         18, 2004, as filed with the SEC on May 27, 2004).

3.5      Charter of the  Governance  Committee of the Board of Directors of SPAR
         Group,  Inc.  Dated  (as of) May 18,  2004  (which  exhibit  is  hereby
         incorporated by reference from Exhibit 3.4 to SGRP's Form 8-K dated May
         18, 2004, as filed with the SEC on May 27, 2004).

3.6      SPAR  Group,   Inc.   Statement   of  Policy   Respecting   Stockholder
         Communications  with Directors  dated as of May 18, 2004 (which exhibit
         is hereby incorporated by reference from Exhibit 3.5 to SGRP's Form 8-K
         dated May 18, 2004, as filed with the SEC on May 27, 2004).

3.7      SPAR Group, Inc. Statement of Policy Regarding Director  Qualifications
         and  Nominations  of dated as of May 18, 2004 (which  exhibit is hereby
         incorporated by reference from Exhibit 3.6 to SGRP's Form 8-K dated May
         18, 2004, as filed with the SEC on May 27, 2004).

4.1      Registration  Rights Agreement  entered into as of January 21, 1992, by
         and  among RVM  Holding  Corporation,  RVM/PIA,  a  California  Limited
         Partnership, The Riordan Foundation and Creditanstalt-Bankverine (which
         exhibit is hereby incorporated by reference to the Form S-1).

10.1     2000  Stock  Option  Plan,  as  amended,   (which   exhibit  is  hereby
         incorporated  by reference  from Annex A to SGRP's Proxy  Statement for
         the Company's  Annual meeting held on August 2, 2001, as filed with the
         SEC on July 12, 2001).

10.2     2001 Employee Stock Purchase Plan (which exhibit is hereby incorporated
         by reference  from Annex B to SGRP's Proxy  Statement for the Company's
         Annual  meeting  held on August 2, 2001,  as filed with the SEC on July
         12, 2001).

10.3     2001   Consultant   Stock   Purchase  Plan  (which  exhibit  is  hereby
         incorporated  by reference  from Annex C to SGRP's Proxy  Statement for
         the Company's  Annual meeting held on August 2, 2001, as filed with the
         SEC on July 12, 2001).

                                      -3-
<PAGE>
10.4     Business  Manager  Agreement  dated as of July 8, 1999,  by and between
         SPAR Marketing Force,  Inc., and SPAR Marketing  Services,  Inc. (which
         exhibit is hereby  incorporated  by  reference  from  Exhibit  10.18 to
         SGRP's Form 10-K/A (Amendment No. 1) for the fiscal year ended December
         31, 1999).

10.5     Trademark  License  Agreement  dated as of July 8, 1999, by and between
         SPAR Marketing Services, Inc., and SPAR Trademarks, Inc. (which exhibit
         is hereby  incorporated  by reference  from Exhibit 10.6 to SGRP's Form
         10-K for the fiscal year ended December 31, 2002).

10.6     Trademark  License  Agreement  dated as of July 8, 1999, by and between
         SPAR Infotech, Inc., and SPAR Trademarks, Inc. (which exhibit is hereby
         incorporated by reference from Exhibit 10.7 to SGRP's Form 10-K for the
         fiscal year ended December 31, 2002).

10.7     Amended and Restated Field Service  Agreement dated and effective as of
         January 1, 2004, by and between SPAR  Marketing  Services,  Inc.,  SPAR
         Marketing  Force,  Inc.  (which  exhibit  is  hereby   incorporated  by
         reference  from Exhibit 10.1 to SGRP's Form 10-Q for the first  quarter
         ended March 31, 2004).

10.8     Amended and Restated Field Management  Agreement dated and effective as
         of January 1, 2004, by and between SPAR Management Services,  Inc., and
         SPAR Marketing  Force,  Inc.  (which exhibit is hereby  incorporated by
         reference  from Exhibit 10.2 to SGRP's Form 10-Q for the first  quarter
         ended March 31, 2004).

10.9     Amended  and  Restated  Programming  and  Support  Agreement  dated and
         effective as of January 1, 2004,  by and between SPAR  InfoTech,  Inc.,
         and SPAR Marketing Force, Inc. (which exhibit is hereby incorporated by
         reference  from Exhibit 10.3 to SGRP's Form 10-Q for the first  quarter
         ended March 31, 2004).

10.10    [Reserved.]

10.11    Stock  Purchase and Sale Agreement by and among  Performance  Holdings,
         Inc. and SPAR Incentive Marketing,  Inc., effective as of June 30, 2002
         (which exhibit is hereby  incorporated  by reference from Exhibit 10.17
         to SGRP's Form 10-Q for the quarter ended June 30, 2002).

10.12    Revolving  Credit,   Guaranty  and  Security  Agreement  by  and  among
         Performance  Holdings,   Inc.  and  SPAR  Incentive  Marketing,   Inc.,
         effective as of June 30, 2002 (which exhibit is hereby  incorporated by
         reference  from Exhibit 10.18 to SGRP's Form 10-Q for the quarter ended
         June 30, 2002).

10.13    Term Loan,  Guaranty  and Security  Agreement by and among  Performance
         Holdings, Inc. and SPAR Incentive Marketing, Inc., effective as of June
         30,  2002  (which  exhibit is hereby  incorporated  by  reference  from
         Exhibit 10.19 to SGRP's Form 10-Q for the quarter ended June 30, 2002).

10.14    Third Amended and Restated  Revolving Credit and Security  Agreement by
         and among  Whitehall  Business Credit  Corporation  (the "Lender") with
         SPAR Marketing Force, Inc., SPAR Group, Inc., SPAR, Inc., SPAR/Burgoyne
         Retail Services, Inc., SPAR Incentive Marketing, Inc., SPAR Trademarks,
         Inc.,  SPAR  Marketing,  Inc. (DE),  SPAR  Marketing,  Inc. (NV),  SPAR
         Acquisition,  Inc.,  SPAR Group  International,  Inc.,  SPAR Technology
         Group, Inc.,  SPAR/PIA Retail Services,  Inc., Retail Resources,  Inc.,
         Pivotal Field  Services  Inc., PIA  Merchandising  Co.,  Inc.,  Pacific
         Indoor  Display  Co.  and  Pivotal  Sales  Company  (collectively,  the
         "Existing  Borrowers"),  dated as of January 24, 2003 (which exhibit is
         hereby incorporated by reference from Exhibit 10.13 to SGRP's Form 10-K
         for the fiscal year ended December 31, 2002).

10.15    Consent,  Joinder,  Release and Amendment Agreement dated as of October
         31, 2003, by and among the Lender,  the Existing Borrowers and SPAR All
         Store  Marketing,   Inc.,  as  a  Borrower  (which  exhibit  is  hereby
         incorporated  by reference  from Exhibit  10.14 to SGRP's Form 10-K for
         the fiscal year ended December 31, 2003).

10.16    Waiver and Amendment to Third Amended and Restated Revolving Credit and
         Security  Agreement by and among the Lender and the Borrowers  dated as
         of January, 2004, and filed herewith.

                                      -4-
<PAGE>
10.17    Waiver And  Amendment  No. 3 To Third  Amended And  Restated  Revolving
         Credit And Security Agreement by and among the Lender and the Borrowers
         entered into as of March 26, 2004 (which exhibit is hereby incorporated
         by reference from Exhibit 10.1 to SGRP's Form 8-K dated March 26, 2004,
         as filed with the SEC on May 26, 2004).

10.18    Joinder,  Waiver And  Amendment  No. 4 To Third  Amended  And  Restated
         Revolving Credit And Security Agreement by and among the Lender and the
         Borrowers  entered  into as of May 17,  2004  (which  exhibit is hereby
         incorporated  by  reference  from Exhibit 10.2 to SGRP's Form 8-K dated
         March 26, 2004, as filed with the SEC on May 26, 2004.)

14.1     SPAR Group Code of Ethical Conduct for its Directors, Senior Executives
         and  Employees  dated  (as of) May 1,  2004  (which  exhibit  is hereby
         incorporated  by  reference  from Exhibit 14.1 to SGRP's Form 8-K dated
         May 1, 2004, as filed with the SEC on May 5, 2004).

14.2     SPAR  Group   Statement  of  Policy   Regarding   Personal   Securities
         Transaction in SGRP Stock and Non-Public Information Dated, Amended and
         Restated as of May 1, 2004  (which  exhibit is hereby  incorporated  by
         reference  from Exhibit  14.2 to SGRP's Form 8-K dated May 1, 2004,  as
         filed with the SEC on May 5, 2004).

21.1     List of Subsidiaries (which exhibit is hereby incorporated by reference
         from Exhibit  21.1 to SGRP's Form 10-K for the year ended  December 31,
         2003).

21.2     Consent of Ernst & Young LLP (which exhibit is hereby  incorporated  by
         reference  from  Exhibit  21.2 to SGRP's  Form 10-K for the year  ended
         December 31, 2003).

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.

(b)      Reports on Form 8-K.

1.       Periodic  Report on Form 8-K, dated  November 10, 2003,  filed with the
         SEC on November 10, 2003, respecting the earnings press release for the
         quarter ended September 30, 2003.

2.       Periodic  Report on Form 8-K, dated March 26, 2004,  filed with the SEC
         on May 26,  2004,  respecting  each of the  following:  (i)  Waiver And
         Amendment  No. 3 To Third  Amended And  Restated  Revolving  Credit And
         Security  Agreement by and among the Lender and the  Borrowers  entered
         into as of March 26, 2004  (Exhibit  10.17,  above);  and (ii) Joinder,
         Waiver And  Amendment  No. 4 To Third  Amended And  Restated  Revolving
         Credit And Security Agreement by and among the Lender and the Borrowers
         entered into as of May 17, 2004 (Exhibit 10.18, above).

3.       Periodic  Report on Form 8-K, dated May 1, 2004,  filed with the SEC on
         May 5,  2004,  respecting  the  adoption  and  filing  of  each  of the
         following:  (i) SPAR Group Code of Ethical  Conduct for its  Directors,
         Senior  Executives  and  Employees  dated (as of) May 1, 2004  (Exhibit
         14.1,  above);  and (ii)  SPAR  Group  Statement  of  Policy  Regarding
         Personal   Securities   Transaction   in  SGRP  Stock  and   Non-Public
         Information  Dated,  Amended and  Restated  as of May 1, 2004  (Exhibit
         14.2, above).

4.       Periodic Report on Form 8-K, dated May 18, 2004,  filed with the SEC on
         May  27,  2004,  respecting  the  adoption  and  filing  of each of the
         following:  (i) Amended and Restated By-Laws of SPAR Group,  Inc.

                                      -5-
<PAGE>

         Dated and  Effective  as of May 18, 2004  (Exhibit  3.2,  above);  (ii)
         Amended and  Restated  Charter of the Audit  Committee  of the Board of
         Directors of SPAR Group,  Inc. Dated (as of) May 18, 2004 (Exhibit 3.3,
         above);  (iii)  Charter of the  Compensation  Committee of the Board of
         Directors of SPAR Group,  Inc. Dated (as of) May 18, 2004 (Exhibit 3.4,
         above);  (iv)  Charter  of the  Governance  Committee  of the  Board of
         Directors of SPAR Group,  Inc. Dated (as of) May 18, 2004 (Exhibit 3.5,
         above); (v) SPAR Group, Inc. Statement of Policy Respecting Stockholder
         Communications  with  Directors  dated as of May 18, 2004 (Exhibit 3.6,
         above);  and (vi)  SPAR  Group,  Inc.  Statement  of  Policy  Regarding
         Director  Qualifications  and  Nominations  of dated as of May 18, 2004
         (Exhibit 3.7, above).
























                                      -6-
<PAGE>


                                   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 Cimitile
                                            --------------------
                                            Charles Cimitile
                                            Chief Financial Officer and duly
                                            authorized signatory


                                       Dated: June 28, 2004

















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