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): October 6, 1999



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



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



9 West 57th Street, New York, NY                                  10019
(Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code:  (212) 826-8500



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










Item 5.  Other Events.

         On October 6, 1999,  the Board of Directors  of the  Company,  based in
part on the unanimous recommendation of the Special Negotiating Committee of the
Board,  approved  a merger  with VS&A  Communications  Partners  III,  L.P.,  an
affiliate  of  Veronis,  Suhler &  Associates  Inc.,  in which  the  holders  of
outstanding shares of Common Stock and Class B Capital Stock of the Company will
receive  $13.75  per  share  (which  includes  $.01 per  share  to be paid  upon
redemption of the associated  rights),  payable in cash upon consummation of the
merger.   Certain  members  of  Company  management  are  participating  in  the
transaction with VS&A Communications  Partners III, L.P. and have agreed to vote
in favor of the merger.

         The Company has executed a definitive merger agreement,  which is filed
as Exhibit 1 hereto. The merger is subject to a number of conditions,  including
the approval of the stockholders of the Company,  and there can be no assurances
that the merger,  or any other  transaction,  will be  consummated at the prices
contained in the merger agreement or at all.

         On October 6,  1999,  the  Company  issued the press  release  filed as
Exhibit 2 hereto.


Item 7.  Financial Statements and Exhibits.

                  (c)  Exhibits

                  10. Agreement and Plan of Merger, dated as of October 6, 1999,
by and among the Company,  VS&A  Communications  Partners III,  L.P., a Delaware
limited partnership,  VS&A-GP, L.L.C., a Delaware limited liability company, and
VS&A-GP Acquisition, Inc., a Delaware corporation.

                  99.      Press release dated October 6, 1999.








                                   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: October 7, 1999                     By:/s/ Scott N. Greenberg
                                          -------------------------------
                                             Scott N. Greenberg