Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
FRANCO PATRICIA
 2. Issuer Name and Ticker or Trading Symbol
SPAR GROUP INC [SGRP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF INFORMATION OFFICER
(Last)
(First)
(Middle)

C/O SPAR GROUP INC, 560 WHITE PLAINS ROAD, SUITE 210		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
(Street)


TARRYTOWN, NY 10591		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, $.01 par value             22,631 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to buy Common Stock (8) $ 0.85 08/06/2009   J4 (2)   1 11/06/2009 11/06/2018 Common Stock, $.01 par value
25,000
(9) 13
D
 
Option to buy Common Stock (7) $ 0.95 08/06/2009   J4 (2)   1 11/08/2007 11/06/2016 Common Stock, $.01 par value
10,000
(9) 13
D
 
Option to buy Common Stock (7) $ 1.75 08/06/2009   J4 (2)   1 05/12/2006 05/12/2015 Common Stock, $.01 par value
25,000
(9) 13
D
 
Option to buy Common Stock (7) $ 1.26 08/06/2009   J4 (2)   1 04/14/2006 04/14/2015 Common Stock, $.01 par value
97,500
(9) 13
D
 
Option to buy Common Stock (7) $ 1.3 08/06/2009   J4 (2)   1 08/02/2002 08/02/2011 Common Stock, $.01 par value
25,000
(9) 13
D
 
Option to buy Common Stock (7) $ 1.3 08/06/2009   J4 (2)   1 08/02/2002 08/02/2011 Common Stock, $.01 par value
40,000
(9) 13
D
 
Option to buy Common Stock (7) $ 1.3 08/06/2009   J4 (2)   1 08/02/2002 08/02/2011 Common Stock, $.01 par value
10,000
(9) 13
D
 
Option to buy Common Stock (7) $ 1.22 08/06/2009   J4 (2)   1 08/03/2001 08/03/2010 Common Stock, $.01 par value
2,000
(9) 13
D
 
Option to buy Common Stock (8) $ 0.4 08/06/2009   A4 (3) 8     (4) 08/06/2019 Common Stock, $.01 par value
219,500
(9) 13
D
 
Option to buy Common Stock (8) $ 0.4 08/06/2009   A4 1     (5) 08/06/2019 Common Stock, $.01 par value
15,000
(9) 13
D
 
Option to buy Common Stock (7) $ 0.875           04/06/2002 04/06/2011 Common Stock, $.01 par value
2,000
  13 (1)
D
 
Option to buy Common Stock (7) $ 1.1           05/09/2002 05/09/2011 Common Stock, $.01 par value
2,000
  13 (1)
D
 
Option to buy Common Stock (7) $ 1.1           11/09/2006 11/09/2015 Common Stock, $.01 par value
15,000
  13 (1)
D
 
Option to buy Common Stock (8) $ 1             (6) 08/05/2020 Common Stock, $.01 par value
15,000
  13 (1)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRANCO PATRICIA
C/O SPAR GROUP INC
560 WHITE PLAINS ROAD, SUITE 210
TARRYTOWN, NY 10591		       CHIEF INFORMATION OFFICER  

Signatures

/s/ James Segreto, as attorney-in-fact under Power of Attorney Grant & Confirming Statement dated March 4, 2004. 02/14/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Beneficial ownership of such shares or options at December 31, 2010.
(2) Options were voluntarily surrendered to the issuer for cancellation and exchanged on a share-for-share basis for the new options described in footnote (3) below pursuant to the issuer's Offer to Exchange Certain Outstanding Stock Options for New Stock Options dated August 24, 2009, as filed with the SEC in our Schedule TO on August 25, 2009.
(3) Options received from the issuer for the options voluntarily surrendered to it for the cancellation and exchange described in footnote (2) above.
(4) Vests and becomes exercisable as to 54,875 shares each on 8/6/2010, 8/6/2011, 8/6/2012 and 8/6/2013.
(5) Vests and becomes exercisable as to 3,750 shares each on 8/6/2010, 8/6/2011, 8/6/2012 and 8/6/2013.
(6) Vests and becomes exercisable as to 3,750 shares each on 8/5/2011, 8/5/2012, 8/5/2013 and 8/5/2014.
(7) Option to buy the issuer's Common Stock pursuant to its 2000 Stock Option Plan, as amended.
(8) Option to buy the issuer's Common Stock pursuant to its 2008 Stock Compensation Plan, as amended.
(9) Not applicable.

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