SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 30, 2004



                            GP Strategies Corporation
             (Exact name of registrant as specified in its charter)



            Delaware                         1-7234                13-1926739
---------------------------------        ---------------       ----------------
(State or other Jurisdiction             (Commission           (I.R.S. Employer
 of Incorporation File Number)           Identification No.)




777 Westchester Avenue, White Plains, NY                   10604
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(Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code:  (914) 249-9700



                                       N/A
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          (Former name or former address, if changed since last report)













Item 12. Results of Operations and Financial Condition.
-------

         On August 13, 2004, the Company announced its results for the second
quarter ended June 30, 2004. The earnings release is attached hereto as an
exhibit to the 8-K.

Item 7.    Financial Statements and Exhibits.
------     ---------------------------------

           (c)    Exhibits

                  99.1    Earnings release dated August 13, 2004 for the second
quarter ended June 30, 2004.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             GP Strategies Corporation


Date: August 16, 2004                        BY    Scott N. Greenberg
                                                   President