PROSPECTUS SUPPLEMENT NO. 2                    Filed pursuant to rule 424(b)(3)
                                               Registration No. 333-123949

                            GP Strategies Corporation
                     Common Stock (Par Value $.01 Per Share)

                     2,994,157 shares of Common Stock under
 the GP Strategies Corporation 1973 Non-Qualified Stock Option Plan, as amended

                     2,000,000 shares of Common Stock under
             the GP Strategies Corporation 2003 Incentive Stock Plan

                                                        -----------------------



This document supplements the prospectus dated April 8, 2005 (the "Prospectus")
relating to resales by selling stockholders of shares of our Common Stock as
described in the Prospectus.

This Prospectus Supplement should be read in conjunction with, and is not
complete, without and may not be delivered without, the Prospectus, including
any amendments or supplements thereto.

Investing in our Common Stock involves a high degree of risk. See "Risk Factors"
beginning on page 4 of the Prospectus to read about the factors you should
consider before investing.

Neither the Securities and Exchange Commission nor any state securities
regulators has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus Supplement. Any representation to the
contrary is a criminal offense.




           The date of this prospectus supplement is January 5, 2007.



The information is the table appearing under the heading "Selling Stockholders,
beginning on page 9 of the Prospectus, is hereby amended by adding the
information below with respect to the stockholders previously listed in the
Prospectus (including in any amendment or supplement thereto), by supplementing
the information about such stockholder with the information in the table below:




           Selling Shareholder              Number of
            and Position with                Shares             Number of         Shares Beneficially Owned
            the Company within            Beneficially         Shares Being              After Sale
           the Past Three Years             Owned(1)          Offered Hereby       Number        Percent(2)

                                                                             
     Larry T. Davis....................         53,386               49,338           4,048         *
        Executive Vice President

     Karl Baer.........................         58,265               52,679           5,586         *
        Executive Vice President

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*Less than 1%

(1)      Includes shares issuable upon exercise of options currently granted to
         the selling shareholder, whether or not such options are exercisable
         within 60 days. Also includes shares issuable upon the vesting of
         restricted stock award units currently granted to the selling
         stockholder, whether or not such units vest within 60 days. Does not
         constitute a commitment to sell any or all of the stated number of
         shares. The number of shares to be sold shall be determined from time
         to time by each selling shareholder in his or her discretion.
(2)      Percentage assumes for each selling shareholder that (i) all options
         owned by such selling shareholder are exercised in full and the shares
         issued upon exercise are sold and all shares issuable upon the vesting
         of restricted stock award units awarded to such selling shareholder are
         issued and sold and (ii) no other options are exercised and no other
         shares issuable upon the vesting of restricted stock award units are
         issued.