AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
                                                      REGISTRATION NO. 333-07377
================================================================================
                       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)
                             ----------------------

                        SPECIAL PURPOSE STOCK OPTION 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 PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=======================================================================================================================
                                                             PROPOSED            PROPOSED
                                         AMOUNT              MAXIMUM              MAXIMUM              AMOUNT OF
        TITLE OF SECURITIES               TO BE            OFFERING PRICE        AGGREGATE           REGISTRATION
         TO BE REGISTERED              REGISTERED           PER SHARE(1)       OFFERING PRICE              FEE
-----------------------------------------------------------------------------------------------------------------------
<S>           <C>                        <C>                   <C>                 <C>                   <C>
Common Stock, $.01 par value             134,114               $.01             $1,341.14                $1.00
=======================================================================================================================

(1)Based on the price at which such  options may be  exercised  pursuant to Rule
   457(h)(1) of the Securities Act of 1933, as amended.

=======================================================================================================================
</TABLE>

<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, 1999, as filed with the Commission on April
                  14, 2000;

         (2)      The Company's  Amendment No. 1 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1999, as filed with the
                  Commission on May 1, 2000;

         (3)      The Company's  Amendment No. 2 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1999, as filed with the
                  Commission on June 29, 2000

         (4)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter  ended March 31, 2000 as filed with the  Commission on
                  May 22, 2000;

         (5)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter  ended June 30, 2000 as filed with the  Commission  on
                  August 21, 2000;

         (6)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended  September 30, 2000 as filed with the Commission
                  on November 20, 2000;

         (7)      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

         (8)      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 Parker  Chapin LLP, New York,  New York.  Certain
principals of Parker Chapin LLP beneficially own shares of Common Stock.

                                      II-2

<PAGE>

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.

         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.
<TABLE>
<CAPTION>

   Exhibit No.        Description of Exhibit
  ---------------     ----------------------------------------------
<S>           <C>
              4.1     Special Purpose Stock Option Plan.

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

             23.1     Consent of 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-5 hereto).
</TABLE>

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 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


                                      II-4
<PAGE>

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 28th day of
December, 2000.

                          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>
                                             Chairman of the Board, Chief Executive Officer,     December 28, 2000
                                             President and Director (Principal Executive
/s/ Robert G. Brown                          Officer)
-------------------------------------------
Robert G. Brown

                                             Chief Financial Officer and Secretary (Principal
/s/ Charles Cimitile                         Financial and Accounting Officer)                   December 28, 2000
-------------------------------------------
Charles Cimitile


/s/ William H. Bartels                        Vice Chairman and Director                         December  27, 2000
-------------------------------------------
William H. Bartels


/s/ Robert O. Aders                          Director                                            December 28, 2000
-------------------------------------------
Robert O. Aders
</TABLE>


                                      II-6

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


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

<S>       <C>
          4.1       Special Purpose Stock Option Plan.
          5.1       Opinion of Parker Chapin LLP as to the legality of the Common Stock registered hereby.
         23.1       Consent of 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).
</TABLE>



                                      II-7
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{"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": "333-53400", "film-number": "1503975"}, "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"}, {"former-conformed-name": "PIA MERICHANDISING SERVICES INC", "date-changed": "19951215"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
                                                      REGISTRATION NO. 333-07377
================================================================================
                       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)
                             ----------------------

                        SPECIAL PURPOSE STOCK OPTION 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 PUBLIC: As soon as
practicable after the effective date of this 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(1)       OFFERING PRICE              FEE
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value             134,114               $.01             $1,341.14                $1.00
=======================================================================================================================

(1)Based on the price at which such  options may be  exercised  pursuant to Rule
   457(h)(1) of the Securities Act of 1933, as amended.

=======================================================================================================================
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, 1999, as filed with the Commission on April
                  14, 2000;

         (2)      The Company's  Amendment No. 1 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1999, as filed with the
                  Commission on May 1, 2000;

         (3)      The Company's  Amendment No. 2 to Annual Report on Form 10-K/A
                  for the fiscal year ended December 31, 1999, as filed with the
                  Commission on June 29, 2000

         (4)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter  ended March 31, 2000 as filed with the  Commission on
                  May 22, 2000;

         (5)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter  ended June 30, 2000 as filed with the  Commission  on
                  August 21, 2000;

         (6)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended  September 30, 2000 as filed with the Commission
                  on November 20, 2000;

         (7)      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

         (8)      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 Parker  Chapin LLP, New York,  New York.  Certain
principals of Parker Chapin LLP beneficially own shares of Common Stock.

                                      II-2
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.

         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     Special Purpose Stock Option Plan.

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

             23.1     Consent of 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-5 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 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

                                      II-4
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 28th day of
December, 2000.

                          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 Officer,     December 28, 2000
                                             President and Director (Principal Executive
/s/ Robert G. Brown                          Officer)
-------------------------------------------
Robert G. Brown

                                             Chief Financial Officer and Secretary (Principal
/s/ Charles Cimitile                         Financial and Accounting Officer)                   December 28, 2000
-------------------------------------------
Charles Cimitile

/s/ William H. Bartels                        Vice Chairman and Director                         December  27, 2000
-------------------------------------------
William H. Bartels

/s/ Robert O. Aders                          Director                                            December 28, 2000
-------------------------------------------
Robert O. Aders
II-6
EXHIBIT INDEX
Exhibit No.         Description of Exhibit
----------          -----------------------------------------------------------
4.1       Special Purpose Stock Option Plan.
          5.1       Opinion of Parker Chapin LLP as to the legality of the Common Stock registered hereby.
         23.1       Consent of 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-7