SecProbe.io

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                                                                 August 19, 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 July 29, 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.

The information provided below reflects the organizational structure and
circumstances that existed through March 31, 2005, but has been changed
effective June 30, 2005 as described below. In conjunction with the replacement
of Jerome I. Feldman with Scott N. Greenberg as CEO during the second quarter of
2005, there was a change in our Chief Operating Decision Maker (CODM). This
change required us to re-evaluate the requirements of SFAS No. 131 and the
Company's reportable segments.  As a result, effective with the quarterly period
ended June 30, 2005, we have changed our reportable segments to include GSE
Systems, Process, Energy & Government, and Manufacturing & Business Process
Outsourcing. For more information, refer to our June 30, 2005 Form 10-Q filed
with the Commission on August 9, 2005.  The responses below address the
Commission's comments and the Company's reportable segments as of December 31,
2004 and March 31, 2005.

1.   We have attached copies of the primary reports which our CODM reviewed for
     purposes of allocating resources and assessing performance of GP Strategies
     Corporation ("GP Strategies" or the "Company"). The reports used by our
     CODM included monthly and quarterly financial statements of the Company's
     subsidiaries as well as periodic Financial Presentations for the Board of
     Directors. These presentations include financial results, budget analysis
     and other operating highlights of the Company. The following reports are
     attached as exhibits to this letter:

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     a. General Physics Monthly Consolidated Income Statement (Exhibit 1)

     b. GSE Systems Monthly Consolidated Income Statement (Exhibit 2)

     c. GP Strategies Quarterly Consolidating Balance Sheet (Exhibit 3)

     d. GP Strategies Quarterly Consolidating Income Statement (Exhibit 4)

     e. Financial Presentation from the February 24, 2005 Board of Directors
        Presentation (Exhibit 5)

2.  With regard to "discrete financial information" prepared and analyzed by
     legal entity and by markets served, the following are responses to your
     request for information in number 2 of the Comment Letter:

     a. We have attached copies of the "discrete financial information" referred
        to in our letter dated June 20, 2005. The attached reports are prepared
        or generated on a monthly or quarterly basis (as indicated below) and
        reviewed by the individuals indicated in item 2b. below. The following
        reports are attached as exhibits to this letter:

          i.  General Physics Consolidated Quarterly Reporting Income Statement
              (Exhibit 6)

         ii.  General Physics Consolidated Quarterly Reporting Balance Sheet
              (Exhibit 7)

        iii.  General Physics Operational Consolidated and Detailed Monthly
              Income Statements (Exhibit 8)

         iv.  General Physics Monthly Forecasting / Closing Report (Exhibit 9)

          v.  GSE Systems Consolidated Quarterly Reporting Income Statement
              (Exhibit 10)

         vi.  GSE Systems Consolidated Quarterly Reporting Balance Sheet
              (Exhibit 11)

        vii.  GSE Systems Operational Consolidated and Detailed Monthly Income
              Statements (Exhibit 12)

     b. The additional management personnel that used certain applicable
        financial information to evaluate performance were Scott Greenberg,
        President and Chief Financial Officer of the Company, Doug Sharp,
        President of General Physics, John Moran, Chief Executive Officer of
        GSE, Sharon Esposito-Mayer, Executive Vice President - Finance/Corporate
        Services of General Physics, Jeff Hough, Senior Vice President and Chief
        Financial Officer of GSE, and each of the Executive Vice Presidents,
        Senior Vice Presidents, Vice Presidents, and operations Directors of
        General Physics and GSE. These individuals were not considered to be
        part of our CODM for two reasons: (1) not one of these individuals
        routinely reviewed all of the financial information above, but rather
        only their respective information; and (2) with the exception of Mr.
        Greenberg, the other members of management were officers of the
        operating subsidiaries, General Physics or GSE, and were not authorized
        to make decisions at the GP Strategies corporate level. In Mr.
        Greenberg's role as President and Chief Financial Officer of GP
        Strategies, he did not routinely review all of the information contained
        in item 2a. above.  In general, the discrete financial information
        reviewed by all of these individuals was used to make day-to-day
        decisions regarding the operations of the subsidiaries (including
        similar financial information for NPDC's subsidiaries up to the date of
        the spin-off) and to evaluate the performance of their direct reports.
        Performance evaluation and allocation of resources decisions were
        determined by our CEO and approved by the Company's Board of Directors.

     c. We have attached an organizational chart of our management structure at
        GP Strategies (Exhibit 13), the registrant and holding company.

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     d. Our letter dated June 20, 2005 stated, "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." This statement meant that the information
        in item 2a. above existed and was communicated to the CODM by each of
        the operating subsidiaries' presidents; however, the CODM did not
        routinely review the reports in item 2a. above, nor was this information
        the basis for their decisions regarding allocation of Company resources
        or assessment of performance. Such evaluations were determined at the
        General Physics and GSE consolidated levels, based upon the information
        provided in number 1 above.

     e. For reasons discussed in item 2d. above, the discrete financial
        information referred to in our letter dated June 20, 2005 and included
        in item 2a. above was not used by our CODM when allocating resources and
        assessing performance of the Company because the information at the
        legal entity level, General Physics and GSE, was used for these
        purposes. GSE is primarily comprised of one business unit and each of
        the business units within General Physics provide very similar services
        and consume comparable resources. As such, financial information by
        General Physics business unit was not useful to the CODM for evaluating
        the performance of the Company and allocating resources.

In response to the Comment Letter dated July 29, 2005 and with respect to all
other SEC filings, the Company acknowledges that:

* the Company is responsible for the adequacy and accuracy of the disclosure in
  the filings;

* 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

* 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,

                                       /s/ Scott N. Greenberg

                                       Scott N. Greenberg
                                       Chief Executive Officer and
                                       Chief Financial Officer

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