SecProbe.io

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                                                   June 20, 2005

Mr. Larry Spirgel
Assistant Director
United States Securities and Exchange Commission
Washington, D.C. 20549-0404

                  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. Spirgel:

As requested in the letter (the "Comment Letter") dated May 31, 2005, from you
to Scott N. Greenberg, Chief Executive Officer and Chief Financial Officer of
the Company, setting forth the comments of the Staff of the Securities and
Exchange Commission (the "Commission") on 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, and Form 10-Q for the quarter ended March
31, 2005, filed May 13, 2005, the numbers below correspond to the numbers set
forth in the Comment Letter.

1.       In our disclosure we are referring to fixed-fee contracts that
         typically involve development of training content and materials, design
         of training processes, software implementation or engineering projects
         for commercial customers. These contracts have all the elements
         required to recognize revenue (i.e., evidence of an arrangement,
         services that have been rendered, pricing that is fixed and
         determinable that is reasonably assured of collection). These discrete
         projects generally do not contain milestones or other reliable measures
         of performance during performance of the contract services. However, we
         believe that proportional performance method of revenue recognition is
         appropriate for these contracts as they are covered, or are similar in
         many respects to services covered, by Paragraph 13 of Statement of
         Position No. 81-1, Accounting for Performance of Construction-Type and
         Certain Production-Type Contracts. Value is provided to the customers
         throughout the course of the projects by regular communications of
         progress toward completion and other project findings. The customers
         recognize this value in that the contracts typically contain contract
         termination provisions that provide us with a portion of the fee based
         on efforts expended, if the customer terminates the contract prior to
         completion of the services.

         Since reliable outputs are not measurable during the performance of the
         contract, we use inputs to measure performance. The straight-line
         method does not lend itself to recognition for these services, since
         the projects either do not have defined periods of performance or the
         projects involve a surge of performance in one period followed by
         periods of limited activity. In SEC Staff Accounting Bulletin No. 104,
         the staff indicated "...service revenue should be recognized on a
         straight-line basis, unless evidence suggests that the revenue is
         earned or obligations are fulfilled in a different pattern ..." Since
         these projects are labor intensive, direct labor cost is generally the
         input measure used.

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2.       Through March 31, 2005, our Chief Operating Decision Maker ("CODM") was
         our Chief Executive Officer, Jerome Feldman. Prior to the spin-off of
         National Patent Development Corporation ("NPDC"), the CODM and the
         Board of Directors reviewed the consolidated financial statements of
         the Company together with certain discrete financial information of our
         wholly owned and majority owned subsidiaries. Following the spin-off,
         the CODM and the Board of Directors review discrete financial
         information for our two reportable segments, General Physics (GP) and
         GSE Systems (GSE), in order to assess the performance of the Company
         and make decisions regarding the allocation of resources.

         The Company's corporate structure, for which separate discrete
         financial information is available and reviewed by the CODM (for
         purposes of deciding how to allocate resources), follows its legal
         structure: GP and GSE, and is further segregated into US, UK and other
         foreign entities. The US represents over 90% of GP's revenues,
         operating profits and total assets. The UK operations represent
         approximately 7% of GP's consolidated revenues, 4% of operating profits
         and 4% of total assets; which are below the 10% quantitative threshold
         noted in paragraph 18 of SFAS No. 131. GSE does not have any
         significant foreign subsidiaries. GP and GSE also maintain business
         units that are aligned with its services and customer base, each of
         which has a designated business unit leader.

         In addition, discrete financial information is prepared and analyzed by
         legal entity and by markets served and used by additional management
         personnel to evaluate performance. 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. The CEO's of both GP and GSE, who report
         directly to Jerome Feldman, use this information to assess the
         performance of their direct reports.

         The business activities described in the 10-K and 10-Q, i.e. government
         training, business process outsource, and e-Learning businesses, with
         respect to GP, and power simulation, process simulation, and emergency
         management simulation, with respect to GSE, represent services the
         Company provides as part of its strategic initiatives. These services
         are provided to governmental and commercial clients and are reported
         within the legal structure discussed above. However, we have concluded
         they do not represent separate reportable segments under the
         requirements of paragraph 10 of SFAS No. 131, since the CODM has not
         used this information to assess the performance of the Company and make
         decisions regarding the allocation of resources.

3.       Our operating segments are determined considering the guidance in
         paragraph 10 of SFAS No. 131 and indicated in our response to comment
         number 2 above. Our CODM reviews the discrete financial information of
         GP and GSE on a monthly and quarterly basis. The financial measures
         that are reviewed by the CODM are revenues, earnings before income
         taxes (EBT), earnings before income taxes and interest (EBIT) and
         earnings before income taxes, interest and depreciation (EBITD).

         Since we have concluded that we have only two operating segments as
         defined by SFAS No. 131, both of which we deemed reportable segments,
         we have not completed a full analysis with respect to the aggregation
         criteria in paragraph 17 of the standard. Upon a change in our
         organizational structure, or in the discrete financial information used
         by our CODM, we will reevaluate our reportable segments.

4.       The Company will include additional disclosure related to its
         management services agreement in its future filings with the SEC,
         beginning with the Form 10-Q for the quarter ended June 30, 2005. The
         disclosure will include a description of the personnel and the nature
         of the services provided by such personnel to NPDC pursuant to such
         agreement, for which the Company is reimbursed by NPDC. The Company

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         will also disclose specifics relating to the office lease sharing
         arrangement between the two companies.

5.       In the fourth quarter ended December 31, 2004, the Company completed
         the spin-off of certain of its non-core assets into a separate
         corporation, NPDC. The separation of these businesses was accomplished
         through a pro-rata distribution (the "Distribution") of 100% of the
         outstanding common stock of NPDC to the Company's stockholders on the
         record date of the Distribution.

         Also in the fourth quarter ended December 31, 2004, the Company
         received a final award judgment related to the arbitration between
         General Physics Corporation (GP, a wholly owned subsidiary of GPS) and
         Electronic Data Systems Corporation (EDS) of approximately $18.4
         million, including interest. Such amount was irrevocably deposited into
         escrow at year end and accordingly, we recognized a gain of $13.8
         million, net of legal costs.

         In accordance with a Contribution Agreement between the Company and
         NPDC, upon a successful arbitration or any other legal settlement
         associated with the claims relating to the Learning Technologies
         acquisition, NPDC was entitled to receive the first $5 million of any
         proceeds (net of litigation expenses and taxes incurred, if any), and
         50% of any proceeds (net of litigation expenses and taxes incurred, if
         any) in excess of $15 million received. The participation in the
         settlement was deemed to be a part of the assets spun-off by the
         Company. Accordingly, the Company accounted for the $5.0 million as a
         distribution to NPDC in the quarter ended December 31, 2004, as the
         liability met the definition of probable and estimable. The $5 million
         is included in the $25 million distribution of net assets to NPDC
         reported in the statement of stockholders' equity for the year ended
         December 31, 2004, under guidance considered in Accounting Principles
         Board No. 29, Accounting for Nonmonetary Transactions. The cash payment
         from the Company to NPDC was made during the first quarter ended March
         31, 2005.

In response to the Comment Letter dated May 31, 2005 and with respect to all
other SEC filings, the Company acknowledges that:

o    the Company is responsible for the adequacy and accuracy of the disclosure
     in the filings;
o    staff comments or changes to disclosure in response to staff comments do
     not foreclose the Commission  from taking any action with respect to the
     filings; and
o    the Company may not assert staff comments as a defense in any proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

                                                    Very truly yours,

                                                    Scott N. Greenberg
                                                    Chief Executive Officer and
                                                    Chief Financial Officer

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