SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                          SCHEDULE 13D

            Under the Securities Exchange Act of 1934
                       (Amendment No. 2)*

                    GP STRATEGIES CORPORATION
                        (Name of Issuer)

                          Common Stock
                 (Title of Class of Securities)

                            36225V104
                         (CUSIP Number)

                         Eugene Fox, III
             c/o Cardinal Capital Management, L.L.C.
                        One Fawcett Place
                  Greenwich, Connecticut  06830
                         (203) 863-8982
          (Name, Address and Telephone Number of Person
        Authorized To Receive Notices and Communications)

                          April 2, 2002
     (Date of Event which Requires Filing of this Statement)

    If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

    NOTE:  Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.

- -----------------
*   The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

    The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).





CUSIP No.     88221T104

1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

         Cardinal Capital Management, L.L.C.


2.  Check the appropriate box if a member of a group

    a.
    b.


3.  SEC Use Only


4.  SOURCE OF FUNDS

         WC


5.  Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)


6.  Citizenship or Place of Organization

         U.S.


7.  Sole Voting Power

         0


8.  Shared Voting Power

         0


9.  Sole Dispositive Power

         0


10. Shared Dispositive Power

         0




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11. Aggregate Amount Beneficially Owned by Each Reporting Person

         0


12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*

         X

13. Percent of Class Represented by Amount in Row (11)

         0%


14. Type of Reporting Person*

         IA, OO

    *See instructions before filling out

































                                3





         The purpose of this Amendment No. 2 is to report that

the ownership of Cardinal Capital Management, L.L.C. in the

Common Stock of GP Strategies Corporation has decreased by more

than 1% of the total outstanding shares since the date of the

original filing on Schedule D.  The Ownership of GP Strategies

Corporation has decreased from 7.2% to 0% of the total

outstanding shares.

Item 1.  SECURITY AND ISSUER

         This statement relates to shares of common stock (the

"Common Stock") of GP Strategies Corporation ("GP").  GP's

principal executive office is located at 9 West 57th Street, New

York, New York 10019.

Item 2.  IDENTITY AND BACKGROUND

         No change.

Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         As of the date hereof, Cardinal may be deemed to

beneficially own no shares of GP's Common Stock.  Mr. Eugene Fox,

III, a portfolio manager of Cardinal, no longer owns any shares

of GP's Common Stock.   Mr. Robert Kirkpatrick, also a portfolio

manager of Cardinal, and Ms. Amy Minella (together with Messrs.

Fox and Kirkpatrick, the "Individual Investors") are the

beneficial owners of the Common Stock held in their personal

accounts or in the accounts of family members as follows:  Ms.

Minella, 13,000 shares; and Mr. Kirkpatrick, 3,000 shares.






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Item 4.  PURPOSE OF TRANSACTION

         Effective April 2, 2002, Cardinal disposed of all of its

1,006,800 shares of GP's Common Stock.  Therefore, Cardinal is no

longer a Reporting Person.

Item 5.  INTEREST IN SECURITIES OF THE ISSUER

         As of the date hereof, Cardinal may be deemed to be the

beneficial owner of no shares of GP's Common Stock, constituting

0% of the outstanding shares of GP's Common Stock based upon

12,780,285 shares outstanding as of March 22, 2002, according to

GP's most recent Form 10-K.  Cardinal has the power to vote or

direct the vote of none of the shares of GP Common Stock to which

this filing relates.  Cardinal has the power to dispose of and

direct the disposition of none of the shares to which this filing

relates.  Pursuant to Rule 13d-4, Cardinal disclaims beneficial

ownership of the shares of GP Common Stock beneficially owned by

each of Ms. Minella, Mr. Fox and Mr. Kirkpatrick.

         In the aggregate, the Individual Investors are the

beneficial owners of 16,000 shares of the Common Stock which

represents less than 1% of the shares of GP outstanding (.0015%).

As of the date hereof, Ms. Minella is the beneficial owner of

13,000 shares of GP Common Stock, constituting less than 1% of

the shares outstanding as of March 22, 2002.  Ms. Minella has the

power to vote or direct the vote of, and to dispose of or direct

the disposition of, the 13,000 shares of GP Common Stock.






                                5





         As of the date hereof, Mr. Fox is the beneficial owner

of no shares of GP Common Stock.  Mr. Fox has the power to vote

or direct the vote of, and to dispose of or direct the

disposition of, no shares of GP Common Stock.

         As of the date hereof, Mr. Kirkpatrick is the beneficial

owner of 3,000 shares of GP Common Stock, constituting less than

1% of the shares outstanding as of March 22, 2002.  Mr.

Kirkpatrick has the power to vote or direct the vote of, and to

dispose of or direct the disposition of, 3,000 shares of GP

Common Stock.

         The trading dates, number of shares purchased or sold

and price per share for all transactions in the Common Stock

during the past 60 days by the person listed in Item 1 are set

forth on Schedule A, and were all effected in broker

transactions.

Item 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
         RELATIONSHIPS WITH RESPECT TO SECURITIES OF
         THE ISSUER

         No change.

Item 7.  MATERIAL TO BE FILED AS EXHIBITS

         None.














                                6





         Signature

         After reasonable inquiry and to the best of his

knowledge and belief, the undersigned certifies that the

information set forth in this statement is true, complete and

correct.



April 5, 2002



                             Cardinal Capital Management, L.L.C.

                             /s/ Eugene Fox, III
                             -----------------------------------
                             Name:  Eugene Fox, III
                             Title:  Managing Director































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                           SCHEDULE A

               CARDINAL CAPITAL MANAGEMENT, L.L.C.
                  TRANSACTIONS IN COMMON STOCK

  DATE OF                 NUMBER OF                   PRICE PER
TRANSACTION               SHARES SOLD                   SHARE

4/02/02                 1,006,800                       3.85












































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