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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                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
                          White Plains, New York 10591
                                 (914) 332-4100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                       2001 CONSULTANT STOCK PURCHASE PLAN
                            (Full title of the plans)

                                Charles Cimitile
                      Chief Financial Officer and Secretary
                                SPAR GROUP, INC.
                              580 White Plains Road
                          White Plains, New York 10591
                                 (914) 332-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                           Lawrence David Swift, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
       practicable after the effective date of the Registration Statement.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                  Proposed          Proposed
                                 Amount            Maximum           Maximum         Amount of
     Title of securities          to be        Offering Price       Aggregate      Registration
      to be registered         Registered         Per Share      Offering Price         Fee
--------------------------------------------------------------------------------------------------
<S>                              <C>             <C>               <C>               <C>
Common Stock, $.01 par value     500,000         $1.75(1)         875,000           $218.75
--------------------------------------------------------------------------------------------------
</TABLE>
(1)  For the purpose of calculating the registration fee pursuant to Rule 457(c)
     of the Securities Act of 1933, as amended, on the basis of the average of
     the high and low prices per share of Common Stock as reported on the NASDAQ
     Small Cap Stock Market on November 5, 2001, a day within five business
     days of this registration statement.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents which have been filed by SPAR Group, Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission"),  as
noted below, are incorporated by reference into this Registration Statement:

         (1)   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended  December 31, 2000,  as filed with the  Commission on April
               11, 2001;

         (2)   The Company's Amendment No. 1 to Annual Report on Form 10-K/A for
               the  fiscal  year  ended  December  31,  2000,  as filed with the
               Commission on April 20, 2001;

         (3)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended March 31, 2001 as filed with the  Commission on May
               15, 2001;

         (4)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter  ended  June 30,  2001 as filed  with the  Commission  on
               August 14, 2001;

         (5)   The  description  of the Common Stock  contained in the Company's
               Registration  Statement on Form 8-A filed with the  Commission on
               February 22, 1996; and

         (6)   All  documents   subsequently  filed  by  the  Company  with  the
               Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
               Securities Exchange Act of 1934, as amended,  prior to the filing
               of a post-effective amendment which indicates that all securities
               offered have been sold or which  deregisters  all securities then
               remaining unsold, shall be deemed to be incorporated by reference
               herein  and to be a part  hereof  from  the date of  filing  such
               documents.  Any statement contained in any document  incorporated
               or deemed to be incorporated by reference  herein shall be deemed
               to be modified or  superseded  for purposes of this  Registration
               Statement  to  the  extent  that  a  statement  contained  herein
               modifies or  supersedes  such  statement.  Any such  statement so
               modified or  superseded  shall not be deemed to constitute a part
               of  this  Registration  Statement,   except  as  so  modified  or
               superseded.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed upon for the Company by Jenkens & Gilchrist  Parker Chapin LLP, New York,
New  York.   Certain  principals  of  Jenkens  &  Gilchrist  Parker  Chapin  LLP
beneficially own shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

         The  Company is a  Delaware  corporation.  Article VI of the  Company's
Bylaws provides that the Company may indemnify its officers and Directors to the
full extent permitted by law. Section 145 of the General  Corporation Law of the
State of Delaware (the "GCL") provides that a Delaware corporation has the power
to  indemnify  anyone  who is or was  serving  as a  director  or officer of the
corporation in certain circumstances.


                                      II-2
<PAGE>

         Subsection  (a) of Section  145 of the GCL  empowers a  corporation  to
indemnify (i) any director or officer;  or (ii) any former  director or officer,
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding  provided that such director,  officer or other
person acted in good faith and in a manner  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  provided  that such director or officer had no
reasonable cause to believe his or her conduct was unlawful.

         Subsection  (b) of Section  145 of the GCL  empowers a  corporation  to
indemnify  (i) any director or officer;  or (ii) former  director or officer who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action or suit by or in the right of the  corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection  with the defense or  settlement of such action or suit provided that
such  director,  officer  or other  person  acted in good  faith and in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  director,  officer or other  person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine upon  application that despite the adjudication of liability but
in view of all the  circumstances  of the case, such director,  officer or other
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery shall deem proper.

         Section  145 of the GCL  further  provides  that  (i) to the  extent  a
present or former  director or officer of a corporation  has been  successful in
the defense of any action, suit or proceeding referred to in subsections (a) and
(b) or in the defense of any claim, issue or matter therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection  therewith;  (ii) indemnification  provided
for by Section 145 shall not be deemed  exclusive  of any other  rights to which
the  indemnified  party may be entitled;  and (iii) the  corporation  shall have
power to purchase and maintain  insurance on behalf of (a) a director or officer
of the  corporation  or (b) a former  director or officer  against any liability
asserted  against him or her or  incurred by him or her in any such  capacity or
arising out of his or her status as such  whether or not the  corporation  would
have the power to indemnify him or her against such liability under Section 145.

         Article Ninth of the Company's  Certificate of Incorporation  currently
provides that each Director shall not be personally liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  Director
derived an improper benefit.

         The  Company  carries  directors'  and  officers'  liability  insurance
covering its directors and officers.


                                      II-3
<PAGE>

Item 7. Exemptions from Registration Claimed.

        Not applicable.

Item 8. Exhibits.


 Exhibit No.      Description of Exhibit
 -----------      --------------------------------------------------------------

        4.1       2001 Consultant Stock Purchase Plan, as amended.

        5.1       Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the
                  legality of the Common Stock registered hereby.

       23.1       Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                  the opinion filed as Exhibit 5.1).

       23.2       Consent of Ernst & Young LLP.

       24.1       Power of Attorney (included on Page II-6 hereto).

Item 9. Undertakings.

        (A)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement; and

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement.

     Provided,  however,  that paragraphs (i) and (ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (B) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (C) Insofar as indemnification  for liabilities under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the


                                      II-4
<PAGE>

registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-5
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Tarrytown,  State of New York, on this 6th day of
November, 2001.

                                      SPAR GROUP, INC.


                                      By:/s/ Robert G. Brown
                                         ---------------------------------------
                                      Robert G. Brown
                                      Chairman  of the  Board,  Chief  Executive
                                      Officer, President and Director

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints each of Robert G. Brown and William H. Bartels as
his  true and  lawful  attorney-in-fact  and  agent,  each  with  full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

             Signature                                Title                           Date
             ---------                                -----                           ----

<S>                                  <C>                                        <C>
                                     Chairman of the Board, Chief Executive     November 6, 2001
                                     Officer, President and Director
/s/ Robert G. Brown                  (Principal Executive Officer)
---------------------------------
Robert G. Brown


                                     Chief Financial Officer and Secretary      November 6, 2001
                                     (Principal Financial and Accounting
/s/ Charles Cimitile                 Officer)
---------------------------------
Charles Cimitile


                                                                                November 6, 2001
/s/ William H. Bartels               Vice Chairman and Director
---------------------------------
William H. Bartels


/s/ Robert O. Aders                  Director                                   November 6, 2001
---------------------------------
Robert O. Aders


/s/ Jack W. Partridge                Director                                   November 6, 2001
---------------------------------
Jack W. Partridge


                                      II-6
<PAGE>


/s/ Jerry Gilbert                    Director                                   November 6, 2001
---------------------------------
Jerry Gilbert


/s/ George W. Off                    Director                                   November 6, 2001
---------------------------------
George W. Off

</TABLE>


                                      II-7
<PAGE>

                                  EXHIBIT INDEX


 Exhibit No.      Description of Exhibit
 -----------      --------------------------------------------------------------

        4.1       2001 Consultant Stock Purchase Plan, as amended.

        5.1       Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the
                  legality of the Common Stock registered hereby.

       23.1       Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                  the opinion filed as Exhibit 5.1).

       23.2       Consent of Ernst & Young LLP.

       24.1       Power of Attorney (included on Page II-6 hereto).


                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "d751138_3.txt", "description": "FORM S-8 (2001 CONSULTANT STOCK PURCHASE PLAN)", "secsgml_size_bytes": 19985}]
{"company-data": {"conformed-name": "SPAR GROUP INC", "cik": "0001004989", "assigned-sic": "7389", "irs-number": "330684451", "state-of-incorporation": "DE", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72998", "film-number": "1778702"}, "business-address": {"street1": "19900 MACARTHUR BLVD", "street2": "SUITE 900", "city": "IRVINE", "state": "CA", "zip": "92715", "phone": "7144762200"}, "mail-address": {"street1": "19900 MACARTHUR BLVD", "street2": "STE 900", "city": "IRVINE", "state": "CA", "zip": "92715"}, "former-company": {"former-conformed-name": "PIA MERCHANDISING SERVICES INC", "date-changed": "19951220"}}
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                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
                          White Plains, New York 10591
                                 (914) 332-4100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                       2001 CONSULTANT STOCK PURCHASE PLAN
                            (Full title of the plans)

                                Charles Cimitile
                      Chief Financial Officer and Secretary
                                SPAR GROUP, INC.
                              580 White Plains Road
                          White Plains, New York 10591
                                 (914) 332-4100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                           Lawrence David Swift, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
       practicable after the effective date of the Registration Statement.
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                  Proposed          Proposed
                                 Amount            Maximum           Maximum         Amount of
     Title of securities          to be        Offering Price       Aggregate      Registration
      to be registered         Registered         Per Share      Offering Price         Fee
--------------------------------------------------------------------------------------------------
Common Stock, $.01 par value     500,000         $1.75(1)         875,000           $218.75
--------------------------------------------------------------------------------------------------
(1)  For the purpose of calculating the registration fee pursuant to Rule 457(c)
     of the Securities Act of 1933, as amended, on the basis of the average of
     the high and low prices per share of Common Stock as reported on the NASDAQ
     Small Cap Stock Market on November 5, 2001, a day within five business
     days of this registration statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following  documents which have been filed by SPAR Group, Inc. (the
"Company") with the Securities and Exchange  Commission (the  "Commission"),  as
noted below, are incorporated by reference into this Registration Statement:

         (1)   The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended  December 31, 2000,  as filed with the  Commission on April
               11, 2001;

         (2)   The Company's Amendment No. 1 to Annual Report on Form 10-K/A for
               the  fiscal  year  ended  December  31,  2000,  as filed with the
               Commission on April 20, 2001;

         (3)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended March 31, 2001 as filed with the  Commission on May
               15, 2001;

         (4)   The  Company's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter  ended  June 30,  2001 as filed  with the  Commission  on
               August 14, 2001;

         (5)   The  description  of the Common Stock  contained in the Company's
               Registration  Statement on Form 8-A filed with the  Commission on
               February 22, 1996; and

         (6)   All  documents   subsequently  filed  by  the  Company  with  the
               Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
               Securities Exchange Act of 1934, as amended,  prior to the filing
               of a post-effective amendment which indicates that all securities
               offered have been sold or which  deregisters  all securities then
               remaining unsold, shall be deemed to be incorporated by reference
               herein  and to be a part  hereof  from  the date of  filing  such
               documents.  Any statement contained in any document  incorporated
               or deemed to be incorporated by reference  herein shall be deemed
               to be modified or  superseded  for purposes of this  Registration
               Statement  to  the  extent  that  a  statement  contained  herein
               modifies or  supersedes  such  statement.  Any such  statement so
               modified or  superseded  shall not be deemed to constitute a part
               of  this  Registration  Statement,   except  as  so  modified  or
               superseded.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed upon for the Company by Jenkens & Gilchrist  Parker Chapin LLP, New York,
New  York.   Certain  principals  of  Jenkens  &  Gilchrist  Parker  Chapin  LLP
beneficially own shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

         The  Company is a  Delaware  corporation.  Article VI of the  Company's
Bylaws provides that the Company may indemnify its officers and Directors to the
full extent permitted by law. Section 145 of the General  Corporation Law of the
State of Delaware (the "GCL") provides that a Delaware corporation has the power
to  indemnify  anyone  who is or was  serving  as a  director  or officer of the
corporation in certain circumstances.

                                      II-2
Subsection  (a) of Section  145 of the GCL  empowers a  corporation  to
indemnify (i) any director or officer;  or (ii) any former  director or officer,
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding  provided that such director,  officer or other
person acted in good faith and in a manner  reasonably  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  provided  that such director or officer had no
reasonable cause to believe his or her conduct was unlawful.

         Subsection  (b) of Section  145 of the GCL  empowers a  corporation  to
indemnify  (i) any director or officer;  or (ii) former  director or officer who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action or suit by or in the right of the  corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection  with the defense or  settlement of such action or suit provided that
such  director,  officer  or other  person  acted in good  faith and in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  director,  officer or other  person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine upon  application that despite the adjudication of liability but
in view of all the  circumstances  of the case, such director,  officer or other
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery shall deem proper.

         Section  145 of the GCL  further  provides  that  (i) to the  extent  a
present or former  director or officer of a corporation  has been  successful in
the defense of any action, suit or proceeding referred to in subsections (a) and
(b) or in the defense of any claim, issue or matter therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection  therewith;  (ii) indemnification  provided
for by Section 145 shall not be deemed  exclusive  of any other  rights to which
the  indemnified  party may be entitled;  and (iii) the  corporation  shall have
power to purchase and maintain  insurance on behalf of (a) a director or officer
of the  corporation  or (b) a former  director or officer  against any liability
asserted  against him or her or  incurred by him or her in any such  capacity or
arising out of his or her status as such  whether or not the  corporation  would
have the power to indemnify him or her against such liability under Section 145.

         Article Ninth of the Company's  Certificate of Incorporation  currently
provides that each Director shall not be personally liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  Director
derived an improper benefit.

         The  Company  carries  directors'  and  officers'  liability  insurance
covering its directors and officers.

                                      II-3
Item 7. Exemptions from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

 Exhibit No.      Description of Exhibit
 -----------      --------------------------------------------------------------

        4.1       2001 Consultant Stock Purchase Plan, as amended.

        5.1       Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the
                  legality of the Common Stock registered hereby.

       23.1       Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                  the opinion filed as Exhibit 5.1).

       23.2       Consent of Ernst & Young LLP.

       24.1       Power of Attorney (included on Page II-6 hereto).

Item 9. Undertakings.

        (A)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement; and

             (iii) To include any material  information with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such information in the Registration Statement.

     Provided,  however,  that paragraphs (i) and (ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (B) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (C) Insofar as indemnification  for liabilities under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the

                                      II-4
registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Tarrytown,  State of New York, on this 6th day of
November, 2001.

                                      SPAR GROUP, INC.

                                      By:/s/ Robert G. Brown
                                         ---------------------------------------
                                      Robert G. Brown
                                      Chairman  of the  Board,  Chief  Executive
                                      Officer, President and Director

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints each of Robert G. Brown and William H. Bartels as
his  true and  lawful  attorney-in-fact  and  agent,  each  with  full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                Title                           Date
             ---------                                -----                           ----
Chairman of the Board, Chief Executive     November 6, 2001
                                     Officer, President and Director
/s/ Robert G. Brown                  (Principal Executive Officer)
---------------------------------
Robert G. Brown

                                     Chief Financial Officer and Secretary      November 6, 2001
                                     (Principal Financial and Accounting
/s/ Charles Cimitile                 Officer)
---------------------------------
Charles Cimitile

                                                                                November 6, 2001
/s/ William H. Bartels               Vice Chairman and Director
---------------------------------
William H. Bartels

/s/ Robert O. Aders                  Director                                   November 6, 2001
---------------------------------
Robert O. Aders

/s/ Jack W. Partridge                Director                                   November 6, 2001
---------------------------------
Jack W. Partridge

                                      II-6
/s/ Jerry Gilbert                    Director                                   November 6, 2001
---------------------------------
Jerry Gilbert

/s/ George W. Off                    Director                                   November 6, 2001
---------------------------------
George W. Off
II-7
EXHIBIT INDEX

 Exhibit No.      Description of Exhibit
 -----------      --------------------------------------------------------------

        4.1       2001 Consultant Stock Purchase Plan, as amended.

        5.1       Opinion of Jenkens & Gilchrist Parker Chapin LLP as to the
                  legality of the Common Stock registered hereby.

       23.1       Consent of Jenkens & Gilchrist Parker Chapin LLP (contained in
                  the opinion filed as Exhibit 5.1).

       23.2       Consent of Ernst & Young LLP.

       24.1       Power of Attorney (included on Page II-6 hereto).

                                      II-8