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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the year ended December 31, 1999

Commission file number 0-27824
SPAR GROUP, INC.

Delaware 33-0684451
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

580 WHITE PLAINS ROAD, SIXTH FLOOR, TARRYTOWN, NY 10591
(Address of principal executive offices, including 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 12 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]

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.[ ]

The aggregate market value of the Common Stock of the Registrant held
by non-affiliates of the Registrant on March 30, 2000, based on the closing
price of the Common Stock as reported by the Nasdaq SmallCap Market on such
date, was approximately $56,797,963. [ ]

The number of shares of the Registrant's Common Stock outstanding as of
March 30, 2000 was 18,175,348 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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INTRODUCTION

On April 14, 2000, SPAR Group, Inc. ("SPAR" or the "Company"), filed
with the Securities and Exchange Commission (the "Commission") its Annual Report
on Form 10-K for its fiscal year December 31, 1999 (the "1999 Form 10-K")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The information called for by items 10, 11, 12 and 13 of Part III of Form
10-K was not included in the body of the 1999 Form 10K as filed, but was
incorporated by reference to the Company's Proxy Statement, which was expected
to be filed with the Commission within the requisite 120-day period. Because the
Company is not in fact filing its Proxy Statement within such 120 day period,
this Form 10-K/A amends the 1999 Form 10-K by deleting the caption and first
paragraph from such form and substituting for such items the following
replacements for Items 10, 11, 12 and 13. In addition, Item 14 is hereby deleted
and replaced with Item 14 as filed herewith.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information in connection with
each person who is or was at December 31, 1999, an executive and/or director for
SPAR.

NAME AGE POSITION WITH SPAR GROUP, INC.
- ---- --- ------------------------------

Robert G. Brown 57 Chairman, Chief Executive Officer, President and Director
William H. Bartels 56 Vice Chairman and Director
Patrick W. Collins(1) 70 Director, (Resigned March 6, 2000)
Robert O. Aders(2) 71 Director
J. Christopher Lewis(1) (2) 43 Director
Charles Cimitile 45 Chief Financial Officer and Secretary

James H. Ross 66 Treasurer

- --------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee

Robert G. Brown serves as the Chairman, the Chief Executive Officer,
the President and a Director of the Company and has held such positions since
July 8, 1999 (the effective date of the Merger). Mr. Brown served as the
Chairman, President and Chief Executive Officer of the SPAR Marketing Companies
(SBRS since 1994, SINC since 1979, SMNEV since November 1993, and SMF since SMF
acquired its assets and business in 1996).

William H. Bartels serves as the Vice Chairman and a Director of the
Company and has held such positions since July 8, 1999 (the effective date of
the Merger). Mr. Bartels served as the Vice-Chairman, Secretary, Treasurer and
Senior Vice President of the SPAR Marketing Companies (SBRS since 1994, SINC
since 1979, SMNEV since November 1993 and SMF since SMF acquired its assets and
business in 1996), and has been responsible for the Company's sales and
marketing efforts, as well as for overseeing joint ventures and acquisitions.

Patrick W. Collins served as a Director of SPAR since July 8, 1999 (the
effective date of the Merger) and had been a member of the PIA Merchandising
Services, Inc. Board since May 1998. Mr. Collins served as Chief Operating
Officer of Ralphs Grocery Company for 18 years, 17 of which he served as
President and one year as Vice Chairman. Mr. Collins also serves as a director
of Catalina Marketing Corporation, a provider of in-store electronic marketing
services, and New Bristol Farms, Inc., a gourmet food grocery chain. Mr. Collins
resigned from his position of Director of SPAR Group, Inc., effective March 6,
2000.

Robert O. Aders serves as a Director of the Company and has done so
since July 8, 1999. Mr. Aders has served as Chairman of The Advisory Board,
Inc., an international consulting organization since 1993, as President Emeritus
of the Food Marketing Institute ("FMI") since 1993, and as counsel to Collier,
Shannon, Rill & Scott, a Washington, D.C. law firm since 1993. Immediately prior
to his election to the presidency of FMI in 1976, Mr. Aders was Acting Secretary
of Labor in the Ford Administration. Mr. Aders was the Chief Executive Officer
of FMI from 1976 to 1993. He also served in the Kroger Co., in various executive
positions and was Chairman of the Board from 1970 to 1974. Mr. Aders also serves
as a director of FMI, the Stedman Nutrition Foundation at Duke Medical Center,
Checkpoint Systems, Inc., Coinstar, Inc., Source Information Systems and
Telepanel Systems, Inc., and as a trustee of The National Urban League, Food
Industry Crusade Against Hunger and St. Joseph Academy of Food Marketing.

J. Christopher Lewis serves as a Director of the Company, holding such
position since July 8, 1999 (the effective date of the Merger), and had been a
member of the PIA Merchandising Services, Inc. Board since April 1997. Since
1981, Mr. Lewis has been general partner of Riordan, Lewis & Haden. Mr. Lewis
also serves as a director of Tetra Tech, Inc., SM&A Corporation, California
Beach Restaurants, Inc., an owner and operator of restaurants, and several
privately-held companies.

Charles Cimitile serves as the Chief Financial Officer and Secretary of
the Company and has done so since November 24, 1999. Mr. Cimitile served as
Chief Financial Officer for GT Bicycles from 1996 to 1999 and Cruise Phone, Inc.
from 1995 through 1996. Prior to 1995, he served as the Vice President Finance,
Treasurer and Secretary of American Recreation Company Holdings, Inc. and its
predecessor company.

James H. Ross serves as the Treasurer of the Company and has held such
positions since July 8, 1999 (the effective date of the Merger). Mr. Ross has
been the Chief Financial Officer of the SPAR Marketing Companies since 1991, and
was the General Manager of SBRS from 1994-1999.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act ("Section 16(a)") requires the
Company's directors and certain of its officers and persons who own more than
10% of SPAR Common Stock (collectively, "Insiders"), to file reports of
ownership and changes in their ownership of SPAR Common Stock with the
Commission. Insiders are required by Commission regulations to furnish SPAR with
copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5s were
required for those persons, SPAR believes that

Page 3

its Insiders complied with all applicable Section 16(a) filing requirements for
fiscal 1999, with the exception of Mr. Charles Cimitile, who has not filed a
Form 3, but does not own any stock.

ITEM 11. EXECUTIVE COMPENSATION AND OTHER INFORMATION OF SPAR GROUP, INC.
EXECUTIVE COMPENSATION

The following table sets forth all compensation received for services
rendered to SPAR in all capacities for the years ended December 31, 1999,
December 31, 1998 and December 31, 1997.

SUMMARY COMPENSATION TABLE(1)

LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------- -------------------------
SECURITIES ALL OTHER
FISCAL UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITIONS YEAR SALARY ($) BONUS ($) OPTIONS (#) (2)($)
- -------------------------------------------- ---- ---------- --------- ----------- ------------

Robert G. Brown 1999 7,500 -- -- --
Chief Executive Officer, Chairman of 1998 125,000 -- -- 791
the Board, President, and Director 1997 46,756 -- -- 553

William H. Bartels 1999 16,307 -- -- --
Vice Chairman and Director 1998 75,000 -- -- 1,439
1997 85,089 -- -- 1,724

James H. Ross 1999 111,235 0 -- 2,187
Treasurer and Vice President 1998 80,535 1,710 -- 1,897
1997 106,660 1,295 -- 3,001

---------------------

(1) For accounting purposes, the Merger is treated as an acquisition of PIA
Merchandising Services, Inc. ("Old PIA"), by the SPAR Companies.
Accordingly, these figures represent the compensation paid by the
Company since July 8, 1999, the effective date of the Merger, and the
SPAR Companies prior to that date, but not compensation paid by Old
PIA. See Item I, "Merger and Restructuring". Prior to the Merger, Terry
R. Peets served as the Chief Executive Officer, the President and a
Director of Old PIA, which is the same legal entity as the Company but
not the same accounting entity. Subsequent to the Merger, Mr. Peets
served as Vice-Chairman of SPAR until his resignation in September,
1999. Mr. Peets received $133,354 in compensation from the Old PIA
prior to the Merger (which for accounting purposes was not compensation
paid by the Company) and $124,558 in compensation (including severance
payments) from SPAR after the Merger.

(2) Other compensation represents the Company's 401k contribution.

Page 4

STOCK OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding each grant of
stock options made during the year ended December 31, 1999, to each of the Named
Executive Officers. No stock appreciation rights ("SAR's") were granted during
such period to such persons.

INDIVIDUAL GRANTS
------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS EXERCISE EXPIRATION ASSUMED ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO PRICE DATE PRICE APPRECIATION FOR OPTION(4)
OPTIONS EMPLOYEES IN ($/SH) --------------------------------
NAME GRANTED (#) PERIOD (%) 5% ($) 10% ($)
- -------------------- ------------- ------------- ------------ ---------------------------------------------

Robert G. Brown 382,986(1) 16.7 5.500 07/08/09 3,267,753 4,966,835

382,986(2) 16.7 5.500 07/08/09 3,267,753 4,966,835

William H. Bartels 235,996(1) 10.3 5.500 07/08/09 2,013,590 3,060,564

235,996(2) 10.3 5.500 07/08/09 2,013,590 3,060,564

Charles Cimitile 75,000(1) 3.3 3.500 11/24/09 407,224 618,961

James H. Ross 40,000(1) 1.7 5.000 07/08/09 310,266 471,590

52,665(3) 2.3 0.010 07/08/09 408,504 620,907
- ------------

(1) All such options vest over four-year periods at a rate of 25% per year,
beginning on the first anniversary of the date of grant.

(2) Options will vest in full at such time as the Company's stock price for
the Company's common stock, as reported on the Nasdaq SmallCap market,
equals a price of $10.00 per share.

(3) These options are fully vested at December 31, 1999.

(4) The potential realizable value is calculated based upon the term of the
option (ten years) at its time of grant. It is calculated by assuming
that the stock price on the date of grant appreciates at the indicated
annual rate, compounded annually for the entire term of the option.

AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

The following table sets forth the number and value of the exercisable
and unexercisable options held by each of the Named Executive Officers at
December 31, 1999. None of the Named Executive Officers exercised any options
during the fiscal year ended December 31, 1999.

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END (#) FISCAL YEAR-END ($)(1)
---------------------------------- -------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------- ---------------- ---------------- ------------- ----------------

Robert G. Brown 0 765,972 0 0
William H. Bartels 0 471,992 0 0
Charles Cimitile 0 75,000 0 0
James H. Ross 52,665 40,000 177,481 0

- ------------

(1) The only in-the-money options at December 31, 1999, were owned by James
H. Ross. The market value of SPAR common stock was $3.38 as of December
31, 1999, which was greater than the exercise price of $.01 per share.

Page 5

COMPENSATION PLANS

As a result of the reverse merger with PIA, SPAR Group, Inc., has three
stock option plans: The 1990 Stock Option Plan ("1990 Plan"), the Amended and
Restated 1995 Stock Option Plan ("1995 Plan") and the 1995 Director's Plan
("Director's Plan").

The 1990 plan is a nonqualified option plan providing for the issuance
of up to 683,109 shares of common stock to officers, directors and key
employees. The options have a term of ten years and one week and are either
fully vested or will vest ratably no later than five years from the grant date.
Since 1995, no options have been granted under this plan.

The 1995 Plan provides for the granting of either incentive or
nonqualified stock options to specified employees, consultants and directors of
SPAR Group, Inc. for the purchase of up to 3,500,000 shares of SPAR's common
stock. The options have a term of ten years, except in the case of incentive
stock options granted to greater than 1% stockholders of the SPAR, for which the
term is five years. The exercise price of nonqualified stock options must be
equal to at least 85% of the fair market value of SPAR's common stock at the
date of grant, the exercise price of incentive stock options must be equal to at
least the fair market value of SPAR's common stock at the date of grant. At
December 31, 1999, options to purchase 500,256 shares were available for grant
under this plan.

The Director's Plan is a stock option plan for nonemployee directors
and provides for the purchase of up to 100,000 shares of SPAR's common stock. An
option to purchase 1,500 shares of SPAR's common stock shall be granted
automatically each year to each director, following SPAR's annual stockholder's
meeting. The exercise price of options issued under this plan shall be not less
than the fair market value of SPAR's common stock on the date of grant. Each
option under this plan shall vest and become exercisable in full on the first
anniversary of its grant date, provided the optionee is reelected as a director
of SPAR. The maximum term of options granted under the plan is ten years and one
day, subject to earlier termination following an optionee's cessation of service
with SPAR. At December 31, 1999, options to purchase 86,500 shares were
available for grant under this plan.

Under the Nonemployee Directors Plan, an option to purchase 1,500
shares of SPAR common stock is granted to each Eligible Director immediately
following each annual meeting of stockholders of SPAR. Each option vests and
becomes exercisable in full at the next annual meeting of stockholders, provided
that the optionee is reelected as a director of SPAR. The maximum term of
options granted under the Nonemployee Directors Plan is ten years and one day,
subject to earlier termination following an optionee's cessation of service with
SPAR. The exercise price of stock options granted under the Nonemployee
Directors Plan will be the fair market value of the SPAR common stock on the
date of grant.

COMPENSATION OF DIRECTORS

During the year ended December 31, 1999, SPAR paid to Mr. Aders and to
Mr. Collins, a former director, an aggregate of $3,000 and $6,000, respectively,
for services as members of the SPAR Board. Mr. Lewis received no compensation
for his services as a director (other than the grant of options as described in
the following paragraphs). Messrs. Aders, Collins and Lewis were also reimbursed
for certain expenses in connection with their attendance at SPAR Board and
committee

Page 6

meetings. During 1999, Mr. Aders was granted an option to purchase 10,000 shares
of SPAR's common stock at an exercise price of $.01 per share. The options vest
ratably over a four-year period. Mr. Lewis was granted an option to purchase
1,500 shares of SPAR common stock at an exercise price of $5.00 per share. These
options have a one-year vesting period.

SPAR 's Compensation Committee administers the Nonemployee Directors
Plan. Each member of the SPAR Board who is not otherwise an employee or officer
of SPAR or any subsidiary of SPAR (each, an "Eligible Director") is eligible to
participate in the Nonemployee Directors Plan. Directors who are consultants of,
but not otherwise employees or officers of, SPAR are Eligible Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee was at any time during the year
ended December 31, 1999, or at any other time an officer or employee of SPAR. No
executive officer of SPAR serves as a member of the SPAR Board or compensation
committee of any other entity, which has one or more executive officers serving
as a member of the SPAR Board or Compensation Committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

NUMBER OF SHARES
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE
- -------------- ------------------------------------ ------------------ ----------

Common Robert G. Brown(1) 7,591,965(2) 39.3%
Shares

Common William H. Bartels(1) 4,805,022 24.8%
Shares

Common J. Christopher Lewis 157,477(3) *
Shares 300 S. Grand Avenue, Suite 2900
Los Angeles, California 90071

Common James H. Ross(1) 68,865(4) *
Shares

Common Patrick W. Collins(1) 7,500(5) *
Shares

Common Richard J. Riordan 1,209,922(6) 6.26%
Shares 300 S. Grand Avenue, Suite 2900
Los Angeles, CA 90071

Page 7

NUMBER OF SHARES
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE
- -------------- ------------------------------------ ------------------ ----------

Common Heartland Advisors, Inc. 1,522,500(7) 7.9%
Shares 790 North Milwaukee Street
Milwaukee, Wisconsin 53202

Common Executive Officers and Directors 12,630,829 65.4%
Shares

* Less than 1%

(1) The address of such owners is c/o SPAR Group, Inc. 580 White Plains
Road, 6th Floor, Tarrytown, New York.
(2) Includes 1,800,000 shares held by a grantor trust for the benefit of
certain family members of Robert G. Brown over which Robert G. Brown,
James R. Brown, Sr. and William H. Bartels is a trustee, and 180,000
shares held by a grantor trust for the benefit of certain other family
members of Robert G. Brown over which each of Robert G. Brown, James R.
Brown, Sr. and William H. Bartels is a trustee.
(3) All information regarding share ownership is taken from and furnished
in reliance upon the Schedule 13G (Amendment No. 1), dated February
10, 2000, filed by J. Christopher Lewis, Patrick C. Haden, Riordan
Lewis & Haden, and RVM/PIA with the Securities and Exchange Commission
on March 2, 2000. Includes 95,577 shares owned by Riordan Lewis & Haden
("RLH"). Mr. Lewis, a director of SPAR, may be deemed to share voting
and investment power with respect to all such shares as a general
partner of RLH. One other partner of RLH has voting power or investment
power with respect to such shares. Also includes 7,000 shares issuable
upon the exercise of options held by Mr. Lewis.
(4) Includes 52,665 shares issuable by in the money options as of December
31, 1999.
(5) Includes 7,500 shares issuable upon the exercise of options.
(6) All information regarding share ownership is taken from and furnished
in reliance upon the Schedule 13G, dated February 10, 2000 and filed by
Richard J. Riordan with the Securities and Exchange Commission on
February 14,2000.
(7) All information regarding share ownership is taken from and furnished
in reliance upon the Schedule 13G (Amendment No. 6), dated January 27,
2000, filed by Heartland Advisors, Inc. with the Securities and
Exchange Commission on February 3, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Robert G. Brown, a director, the Chairman and the Chief Executive
Officer of the Company, and Mr. William H. Bartels, a director and the Vice
Chairman of the Company, are the sole stockholders and executive officers and
directors of SPAR Marketing Services, Inc. ("SMS"), SPAR Management Services,
Inc. ("SMSI"), SPAR Infotech, Inc. ("SIT"), and certain other companies.

SMS and SMSI (through SMS) provided field representative (through its
independent contractor field force) and field management services to the SPAR
Marketing Companies at a total cost of $3.2 million in the fiscal year ended
March 31, 1998, and at a total cost of $2.8 million to the SPAR Marketing
Companies for the nine months ended December 31, 1998, and $4.1 million for the
12 months ended December 31, 1999. Under the terms of the Field Service
Agreement, SMS will continue to provide the services of approximately 2,300
field representative and through SMSI will provide 37 regional and district
managers to the SPAR Marketing Companies as they may request from time to time,
for which SPAR has agreed to pay SMS for all of its costs of providing those

Page 8

services plus 4%. However, SMS may not charge any SPAR Company for any past
taxes or associated costs for which the SAI Principals have agreed to indemnify
the SPAR Companies.

SMS is currently engaged in a dispute with the Internal Revenue Service
over the independent contractor status of its field personnel. See Note 8 the
Financial Statements.

SIT provided computer programming services to SMF at a total cost of $0
to SMF in the fiscal year ended March 31, 1998, and at a total cost of $0 to SMF
for the nine months ended December 31, 1998 and $608,000 for the year ended
December 31, 1999. Under the terms of the programming agreement between SMF and
SIT effective as of October 1, 1998 (the "Programming Agreement"), SIT continues
to provide programming services to SMF as SMF may request from time to time, for
which SMF has agreed to pay SIT competitive hourly wage rates and to reimburse
SIT's out-of-pocket expenses. See Note 10 to the Financial Statements.

In July 1999, SMF, SMS and SIT entered into a Software Ownership
Agreement with respect to Internet job scheduling software jointly developed by
such parties. In addition, STM, SMS and SIT entered into trademark licensing
agreements whereby STM has granted non-exclusive royalty-free licenses to SIT
and SMS for their continued use of the name "SPAR" and certain other trademarks
and related rights transferred to STM in connection with the Merger.

In the event of any material dispute in the business relationships
between SPAR, SMS, SMSI, or SIT, or in the course of pursuing SMS' independent
contractor/employee dispute with the IRS, it is possible that Messrs. Brown and
Bartels may have one or more conflicts of interest with respect to these
relationships and dispute that could have a material adverse effect on SPAR
Group, Inc. See Note 8 to the Financial Statements.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

1. INDEX TO FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT:

Independent Auditors' Report F-1

Consolidated and Combined Balance Sheets as of December 31, 1999 and
December 31, 1998 F-2

Consolidated and Combined Statements of Operations for the year ended
December 31, 1999, for the nine month period ended December 31,
1998, and the year ended March 31, 1998 F-3

Consolidated and Combined Statements of Stockholders' Equity for the
year ended December 31, 1999, for the nine month period ended
December 31, 1998, and the year ended March 31, 1998 F-4

Consolidated and Combined Statements of Cash Flows for the year ended
December 31, 1999, for the nine month period ended December 31,
1998, and the year ended March 31, 1998 F-5

Page 9

Notes to Financial Statements F-6

2. FINANCIAL STATEMENT SCHEDULES.

Schedule II - Valuation and Qualifying Accounts for the years ended
December 31, 1999 the nine month period ended December 31, 1998,
and the year ended March 31, 1998 F-39

Page 10

3. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
------ -----------

3.1 Certificate of Incorporation of SPAR Group, Inc., as
amended. (incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration No.
33-80429) as filed with the Securities and Exchange
Commission on December 14, 1995 (the "Form S-1") and to
Exhibit 3.1 to the Company's Form 10-Q for the 3rd
Quarter ended September 30, 1999).

3.2 By-laws of PIA (incorporated by reference to the Form
S-1).

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

10.1 1990 Stock Option Plan (incorporated by reference to the
Form S-1).

10.2 Amended and Restated 1995 Stock Option Plan
(incorporated by reference of Exhibit 10.2 to the
Company's Form 10-Q for the 2nd Quarter ended July 3,
1998).

10.3 1995 Stock Option Plan for Non-employee Directors
(incorporated by reference to the Form S-1).

10.4+* Employment Agreement dated as of June 25, 1997 between
PIA and Terry R. Peets (incorporated by reference to
Exhibit 10.5 to the Company's Form 10-Q for the 2nd
Quarter ended June 30, 1997)

10.5+* Severance Agreement dated as of February 20, 1998
between PIA and Cathy L. Wood (incorporated by reference
to Exhibit 10.5 to the Company's Form 10-Q for the 1st
Quarter ended April 30, 1998)

10.6* Severance Agreement dated as of August 10, 1998 between
PIA and Clinton E. Owens (incorporated by reference to
Exhibit 10.6 to the Company's Form 10-Q for the 3rd
Quarter ended October 2, 1998)

10.7+* Amendment No. 1 to Employment Agreement dated as of
October 1, 1998 between PIA and Terry R. Peets.

10.8+* Amended and Restated Severance Compensation Agreement
dated as of October 1, 1998 between PIA and Cathy L.
Wood.

10.9+ Loan and Security Agreement dated December 7, 1998 among
Mellon Bank, N.A., PIA Merchandising Co., Inc., Pacific
Indoor Display Co. and PIA.

10.10+ Agreement and Plan of Merger dated as of February 28,
1999 among PIA, SG Acquisition, Inc., PIA Merchandising
Co., Inc., SPAR Acquisition, Inc., SPAR Marketing, Inc.,
SPAR Marketing Force, Inc., SPAR, Inc., SPAR/Burgoyne
Retail Services, Inc., SPAR Incentive Marketing, Inc.,
SPAR MCI Performance Group, Inc. and SPAR Trademarks,
Inc.

Page 11

10.11+ Voting Agreement dated as of February 28, 1999 among
PIA, Clinton E. Owens, RVM/PIA, California limited
partnership, Robert G. Brown and William H. Bartels.

10.12* Amendment No. 2 to Employment Agreement dated as of
February 11, 1999 between PIA and Terry R. Peets
(incorporated by reference to Exhibit 10.12 to the
Company's Form 10-Q for the 2nd Quarter ended April 2,
1999).

10.13 Special Purpose Stock Option Plan (incorporated by
reference to Exhibit 10.13 of the Company's Form 10-Q
for the 2nd Quarter ended July 2, 1999.

10.14 Amendment No. 1 to Severance Agreement dated as of May
18, 1999 between the Company and Cathy L. Wood
(incorporated by reference to Exhibit 10.14 of the
Company's Form 10-Q for the 3rd Quarter ended September
30, 1999).

10.15++ Second Amended and Restated Revolving Credit, Term Loan
and Security Agreement by and among IBJ Whitehall
Business Credit Corporation with SPAR Marketing Force,
Inc., SPAR Group, Inc., SPAR, Inc., SPAR/Burgoyne Retail
Services, Inc., SPAR Incentive Marketing, Inc., SPAR
Trademarks, Inc., SPAR MCI Performance Group, Inc., SPAR
Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR
Acquisition, Inc., PIA Merchandising, Co., Inc., Pacific
Indoor Display Co., Inc., and Pivotal Sales Company
dated as of September 22, 1999.

10.16++ Waiver and Amendment No. 1 ("Amendment") is entered into
as of December 8, 1999, by and between SPAR Marketing
Force, Inc., SPAR, Inc., SPAR/Burgoyne Retail Services,
Inc., SPAR Group, Inc., SPAR Incentive Marketing, Inc.,
SPAR Trademarks, Inc., SPAR Performance Group, Inc.
(f/k/a SPAR MCI Performance Group, Inc.), SPAR
Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR
Acquisition, Inc., PIA Merchandising Co., Inc., Pacific
Indoor Display Co., Inc. and Pivotal Sales Company (each
a "Borrower" and collectively, the "Borrowers") and IBJ
Whitehall Business Credit Corporation ("Lender").

10.17** Service Agreement dated as of January 4, 1999 by and
between SPAR Marketing Force, Inc. and SPAR Marketing
Services, Inc.

10.18** Business Manager Agreement dated as of July 8, 1999 by
and between SPAR Marketing Force, Inc. and SPAR
Marketing Services, Inc.

21.1++ Subsidiaries of the Company

23.1++ Consent of Ernst & Young LLP

27.1++ Financial Data Schedule

Page 12

+ Previously filed with initial Form 10-K for the fiscal
year ended January 1, 1999.
++ Previously filed with Form 10-K for the fiscal year
ended December 31, 1999.
* Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to
applicable rules of the Securities and Exchange
Commission.
** Filed herewith.

(B) REPORTS ON FORM 8-K.

Form 8-K dated July 8, 1999 and filed with the Commission on July 23,
1999. Form 8-K/A dated July 8, 1999 and filed with the Commission on
September 20, 1999.

Page 13

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

SPAR GROUP, INC.

May 1, 2000 By: /s/ Charles Cimitile
-----------------------
Charles Cimitile
Chief Financial Officer

Page 14

EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Certificate of Incorporation of SPAR Group, Inc., as
amended. (incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration No.
33-80429) as filed with the Securities and Exchange
Commission on December 14, 1995 (the "Form S-1") and to
Exhibit 3.1 to the Company's Form 10-Q for the 3rd
Quarter ended September 30, 1999).