UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported): May 1, 2004


                                SPAR Group, Inc.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



          Delaware                     0-27824                  33-0684451
          --------                     -------                  ----------
(State or Other Jurisdiction         (Commission               (IRS Employer
      of Incorporation)               File No.)             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







- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)







Item 10.          Amendments to the Registrant's Code of Ethics.
- --------          ----------------------------------------------

On May 3, 2004, with the approval and recommendation of its Audit Committee, the
Board of Directors of SPAR Group,  Inc.  (i.e.,  the  registrant),  approved and
adopted the following  codes of ethical  conduct as required  under the rules of
the Nasdaq Stock Market,  Inc.:  (1) the SPAR Group Code of Ethical  Conduct for
its Directors,  Senior Executives and Employees Dated (as of) May 1, 2004, which
is attached to this Current Report on Form 8-K (this  "Report") as Exhibit 14.1;
and (2) and the 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 is attached to this Report as Exhibit 14.2,  and which
amends,  restates and  completely  replaces its  existing  similar  statement of
policy.

The information in this Report,  including the exhibits,  shall not be deemed to
be "filed" for the  purposes  of Section 18 of the  Securities  Exchange  Act of
1934, as amended,  or otherwise  subject to the liabilities of that Section.  It
shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933,  as  amended,  except as shall be  expressly  set forth by specific
reference in such a filing.






                                   SIGNATURES
                                   ----------

       Pursuant to the requirements 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.


Date:    May 3, 2004                        By: /s/ Charles Cimitile
                                                --------------------------------
                                                 Charles Cimitile
                                                 Chief Financial Officer





                                  EXHIBIT INDEX
                                  -------------

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

14.1            Code of Ethical Conduct for the Directors, Senior Executives and
                Employees, of SPAR Group, Inc., dated May 1, 2004.

14.2            Statement of Policy Regarding Personal Securities Transaction in
                Company  Stock  and  Non-Public  Information,  as  amended  and
                restated on May 1, 2004.