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

                                   FORM 12b-25
                                                    Commission File Number [___]

                           NOTIFICATION OF LATE FILING




(Check One):  |X|  Form 10-K    Form 11-K    Form 20-F    Form 10-Q   Form N-SAR

                  For Period Ended:       December 31, 2004           
                                   -----------------------------------
                  [   ] Transition Report on Form 10-K
                  [   ] Transition Report on Form 20-F
                  [   ] Transition Report on Form 11-K
                  [   ] Transition Report on Form 10-Q
                  [   ] Transition Report on Form N-SAR
                  For the Transition Period Ended:
                                                   -----------------------------


  Read attached instruction sheet before preparing form. Please print or type.
    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify 
the Item(s) to which the notification relates:__________________________________
________________________________________________________________________________


PART I -- REGISTRANT INFORMATION

Full Name of Registrant:            SPAR Group, Inc.


Former Name if Applicable:

Address of Principal Executive Office (Street and number): 580 White Plains Road

City, state and zip code: Tarrytown, New York 10591

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)


         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;

         (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
                  thereof, will be filed on or before the fifteenth calendar day
[X]               following the prescribed due date; or the subject quarterly
                  report of transition report on Form 10-Q, or portion thereof
                  will be filed on or before the fifth calendar day following
                  the prescribed due date; and

         (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.



PART III -- NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2004 could not be filed within the prescribed time period because the Registrant
has not finalized all of its accounting matters due to substantial time devoted
to recent business issues. As a result, the financial statements of the
Registrant for the quarter ended June 30, 2004 and the notes thereto, have not
yet been completed.





PART IV -- OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification:

      Charles Cimitile                  914                      332-4100
---------------------------    ---------------------     -----------------------
           (Name)                   (Area Code)             (Telephone Number)


                                                                 YES      NO
(2)      Have all other periodic reports required under
         Section 13 or 15(d) of the Securities Exchange          |X|
         Act of 1934 or Section 30 of the Investment Company
         Act of 1940 during the preceding 12 months or for
         such shorter period that the registrant was
         required to file such report(s) been filed? If
         answer is no, identify report(s).

                                                                 YES      NO
(3)      Is it anticipated that any significant change in
         results of operations from the corresponding period              [X]
         for the last fiscal year will be reflected by the
         earnings statements to be included in the subject
         report or portion thereof?


If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of results cannot be made.

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

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

                                                                     
Date  March 30, 2005                By: /s/ Charles Cimitile
      ----------------------------     -----------------------------------------
                                       Charles Cimitile, Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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