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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2004 SPAR Group, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-27824 33-0684451 -------- ------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 580 White Plains Road, Tarrytown, New York 10591 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (914) 332-4100 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The common stock, par value $.01 per share (the "Common Stock"), of SPAR Group, Inc. (the "Company"), commenced trading on the NASDAQ Small Cap Market as of September 29, 2004. The Common Stock, which was trading on the NASDAQ National Market, will continue to trade under the ticker symbol SGRP on the NASDAQ Small Cap Market. On September 28, 2004, the Company issued as press release, attached to this Current Report on Form 8-K (the "Report") as Exhibit 99.1, reporting that it had received the Notice and the response anticipated by the Company. The information in this Report, including the exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (a) Exhibits -------- 99.1 Press Release dated September 28, 2004.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 29, 2004 SPAR Group, Inc. By: /s/ Charles Cimitile --------------------------------- Name: Charles Cimitile Title: Chief Financial Officer

Exhibit Index Exhibit No. Description ----------- ----------- 99.1 Press Release dated September 28, 2004


                                                                    Exhibit 99.1
                                                                    ------------




                         [PONDEL WILKINSON LETTERHEAD]



             CONTACTS:     Charles Cimitile
                           Chief Financial Officer
                           SPAR Group, Inc.
                           (914) 332-4100
NEWS
RELEASE                    Roger S. Pondel
                           PondelWilkinson Inc.
                           (310) 279-5980



                               SPAR SECURITIES TO BEGIN TRADING
                            ON NASDAQ SMALLCAP MARKET SEPTEMBER 29

                    TARRYTOWN, NY -- September 28, 2004 -- SPAR Group, Inc.
             (Nasdaq:SGRP) said today it has received notification from Nasdaq
             that the company's application for listing its securities on the
             Nasdaq SmallCap Market has been approved. The company's securities
             will begin trading on the Nasdaq SmallCap Market on September 29,
             2004, and will continue to be traded under the ticker symbol SGRP.
             The company's securities previously traded on the Nasdaq National
             Market.

                    SPAR Group, Inc. is a diversified international marketing
             services company, providing a broad array of productivity enhancing
             products and services to help Fortune 1000 companies improve their
             sales, operating efficiency and profits. The company provides
             in-store merchandising, in-store demonstrations, technology and
             research to manufacturers and retailers covering all product
             classifications and all classes of trade, including mass market,
             drug store, convenience store and grocery chains, throughout the
             United States and internationally.


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