Mail Stop 0407

      							July 29, 2005

Via U.S. Mail and Fax (410-540-5302)
Mr. Scott N. Greenberg
Chief Financial Officer
GP Strategies Corporation
777 Westchester Avenue
Fourth Floor
White Plains, NY  10604

	RE:	GP Strategies Corporation
      Forms 10-K and 10-K/A for the fiscal year ended December 31,
2004
		Filed March 17, 2005, April 5, 2005, April 29, 2005, and
		May 16, 2005, respectively
      Form 10-Q for the quarter ended March 31, 2005
		Filed May 13, 2005
		File No. 1-7234

Dear Mr. Greenberg:
      We have reviewed your supplemental response letter dated
June
20, 2005 as well as your filing and have the following comments.
As
noted in our comment letter dated May 31, 2005, we have limited
our
review to your financial statements and related disclosures and do
not intend to expand our review to other portions of your
documents.

Forms 10-K and 10-K/A for the year ending December 31, 2004

Note 15 Business Segments, page 79

1. We note your responses to comments 2 and 3. To help us better
understand your analysis and conclusions, please provide us with a
copy of all of the reports that the chief operating decision maker
reviews when allocating resources and assessing performance.
2. We note in your response to comment 2 your reference to
"discrete
financial information" prepared and analyzed by legal entity and
by
markets served.  Please respond to each of the following comments
regarding this information.

a. Provide us copies of this financial information.
b. Identify for us the additional management personnel that use
this
information to evaluate performance and explain to us why they are
not considered to be a part of your CODM.
c. To facilitate our understanding of your organization, please
provide us an organizational chart of your management structure,
identifying each person and briefly describing their duties.
d. Explain to us what you mean by your statement "Such information
is
available to, but historically has not been used by the CODM or
Board
of Directors to assess the performance of the Company or to make
decisions regarding the allocation of resources."  Tell us how
this
information is made available to the CODM and the Board of
Directors.
e. Explain to us why it is reasonable to conclude that the
information is not used by your CODM and your Board of Directors
when
allocating resources and assessing performance.

*    *    *    *

Please respond to these comments within 10 business days or tell
us
when you will provide us with a response.  You may contact Joe
Cascarano, Staff Accountant, at (202) 551-3376 or Robert
Littlepage,
Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding our comments on the financial statements and related
matters.  Please contact me at (202) 551-3810 with any other
questions.

							Sincerely,



							Larry Spirgel
							Assistant Director

Mr. Scott N. Greenberg
GP Strategies Corporation
July 29, 2005
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