SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q
                                 AMENDMENT NO. 1




 Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934

               For the second quarterly period ended July 2, 1999

                         Commission file number: 0-27824


                                SPAR GROUP, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

               Delaware                                    33-0684451
        State  of Incorporation                  IRS Employer Identification No.


               19900 MacArthur Blvd., Suite 900, Irvine, CA 92612
          (Address of principal executive offices, including zip code)



       Registrant's telephone number, including area code: (949) 476-2200





Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
    the preceding 12 months (or for such shorter period that the Registrant was
      required to file such reports), and (2) has been subject to such filing
                  requirements for the past 90 days:  [ X ] Yes


   On July 30, 1999 there were 18,153,270 shares of Common Stock outstanding.



MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS  (continued)

OPERATING  EXPENSES
- -------------------

The  following  table  sets  forth the operating expenses as a percentage of net
revenues  for  the  periods  indicated:


This  table  was  referred  to,  but  omitted  in  originally  filed  document



                                                   Quarter  Ended
                                    -------------------------------------------
                                      July 3, 1998     July 2, 1999
                                    ----------------  ---------------   Change
(amount in millions)                Amount      %     Amount     %        %
                                    -------  -------  -------  ------  --------
                                                        
Field service costs                 $  28.2    83.2%  $  19.6   92.5%   (30.5)%
Selling expenses                        2.1     6.2       1.1    5.2    (47.5)
General & Administrative expenses       3.4    10.0       2.7   12.7    (20.6)
Depreciation & amortiation              0.3     0.9       0.3    1.4     (0.0)
                                    -------  -------  -------  ------  --------

  Total Operating Expenses          $  34.0   100.3%  $  23.7  111.8%  (30.30)%
                                    =======  =======  =======  ======  ========



For  the  second quarter of 1999, field service costs decreased $8.6 million, or
30.5%,  to  $19.6 million, as compared to $28.2 million in the second quarter of
1998.  Field  service costs are comprised principally of field labor and related
costs  and  overhead  expenses  required  to provide services to both shared and
dedicated  service  clients.

As  a  percentage  of net revenues, field service costs in the second quarter of
1999  increased  to 92.5% from 83.2% in the same period last year.  The increase
in  field service costs as a percentage of net revenues in the second quarter of
1999  was  due  primarily  to  the  fixed cost component of field service costs.
However,  total  field  service  costs  decreased  by  $8.6  million due to both
declining  net  revenues  and  more  efficient  variable  field  deployment.

For  the quarter ended July 2, 1999, selling expenses decreased $1.0 million, or
47.6%,  to  $1.1  million compared to $2.1 million in the same period last year.
This  decrease  in  costs  was  a  result of a reduction in salaries and related
expenses  resulting  from  a  reduction  in  personnel.  As  a percentage of net
revenues,  selling  expenses  decreased  to  5.2% in the second quarter of 1999,
compared  to  6.2%  in  the  second  quarter  of  1998.

General  and  administrative  expenses  decreased 20.6% in the second quarter of
1999  to  $2.7 million, compared to $3.4 million in the same period of 1998. The
decrease  in  general  and  administrative  costs was due primarily to incentive
liabilities recorded in the first two quarters of 1998 and salary and wage staff
reductions  during  the quarter ended July 2, 1999.  This decrease was partially
offset  by  a  charge  for  pre-merger  transaction  costs  of  $0.9  million.

OTHER  INCOME
- -------------

Interest  income  decreased  in  the  second quarter of 1999, as compared to the
second  quarter  of 1998, due to lower cash balances available for investment in
1999.

Interest expense increased in the second quarter of 1999 due to borrowing on the
bank  revolving  line  of  credit.


                                   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  thereunto  duly  authorized.


                              PIA  MERCHANDISING  SERVICES,  INC.
                              (Registrant)



                              By:  /s/  Cathy L. Wood
                                 ---------------------------------
                                   Cathy  L.  Wood
                                   Executive  Vice  President  and
                                   Chief  Financial  Officer



                              By:  /s/  David J. Faulds
                                 ---------------------------------
                                   David  J.  Faulds
                                   Vice  President
                                   Corporate  Controller


Dated:      September  24,  1999
        ------------------------