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

                                   FORM 12b-25
                                                    Commission File Number [___]

                           NOTIFICATION OF LATE FILING




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

                  For Period Ended:       September 30, 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  following  the
[X]         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 September
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  September 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     [X]     [ ]
      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
      for the last  fiscal  year  will be  reflected  by the     [ ]     [X]
      earnings  statements to be included in |X| 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.

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

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


Date  November 15, 2004            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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