SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Duquette Donald R

(Last)

(First)

(Middle)

GENERAL PHYSICS CORPORATION

6095 MARSHALEE DRIVE, SUITE 300

(Street)

ELKRIDGE

21075

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2008

3. Issuer Name and Ticker or Trading Symbol
GP STRATEGIES CORP [ GPX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		SVP of principal subsidiary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,287⁽¹⁾	D
Common Stock	8,989	I	GP 401(k) Plan⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Options	02/24/2000	02/24/2010	Common Stock	4,789	$4.33	D
Non-Qualified Stock Options	02/01/2001	02/01/2011	Common Stock	120	$3.85	D
Non-Qualified Stock Options	02/07/2002	02/07/2012	Common Stock	120	$3.01	D
Non-Qualified Stock Options	12/10/2002	12/10/2012	Common Stock	120	$3.93	D
Non-Qualified Stock Options	⁽³⁾	06/26/2013	Common Stock	85,000	$11.08	D

Explanation of Responses:

1. Includes 6,400 shares of restricted stock awarded pursuant to the Registrant's 2003 Incentive Stock Plan and subject to vesting.

2. Shares held in GP 401(k) Retirement Savings Plan based on a plan statement as of June 30, 2008.

3. Grant of stock options under the Registrant's 2003 Incentive Stock Plan with the following vesting schedule: 10% on June 26, 2008; 15% on June 26, 2009; 20% on June 26, 2010; 25% on June 26, 2011; and the remaining 30% on June 26, 2012.

Remarks:

Effective July 1, 2008, the Registrant's Board of Directors designated Donald R. Duquette as a reporting person of the Registrant for purposes of complying with Section 16(a) of the Exchange Act. Mr. Duquette is a Senior Vice President of the Registrant's principal operating subsidiary, General Physics Corporation (GPC), and is in charge of a principal business unit of GPC.

	Donald R. Duquette	07/11/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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