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

FORM 12b-25

Commission File Number 0-27824

NOTIFICATION OF LATE FILING

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

  For Period Ended:       December 31, 2005                
  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 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 Annual Report on Form 10-K for the year ended December 31, 2005 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 year ended December 31, 2005 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)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange 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 for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
  Yes      No
        

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.
See Attachment A.

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 31, 2006                  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

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

ATTACHMENT A

PART IV - OTHER INFORMATION

The Registrant anticipates reporting that the results of operations for the fiscal year ended December 31, 2005 have significantly changed in comparison with the results of operations for the fiscal year ended December 31, 2004. For further details respecting the Registrant's improved performance, please see the Registrant's Periodic Report on Form 8-K dated March 31, 2006 filed with the U.S. Securities and Exchange Commission on March 31, 2006 respecting the earnings press release for the fiscal year ended December 31, 2005.