UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No.  )*



GSE Systems, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

36227K106
(CUSIP Number)

11/30/08
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)
[  ] Rule 13d-1(c)
[  ] Rule 13d-1(d)

Check the following box if a fee is being paid with this statement [ ].  A fee
is not required only if the filing person: (1) has a previous statement on file
reporting  beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
there to reporting beneficial  ownership of five percent or less of such class.
(See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed  to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).








1.	NAME OF REPORTING PERSONS.  I.R.S. IDENTIFICATION NOS.
	OF ABOVE PERSONS (ENTITIES ONLY)

	Brown Advisory Holdings Incorporated ("BAHI")

2. 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [ ]
	(b) [ ]

3. 	SEC USE ONLY

4. 	CITIZENSHIP OR PLACE OF ORGANIZATION

	BAHI is a Maryland Corporation.



			5 SOLE VOTING POWER		                    0 shares
NUMBER OF
SHARES
BENEFICIALLY		6 SHARED VOTING POWER	          	 	    0 shares
OWNED BY
EACH
REPORTING		7 SOLE DISPOSITIVE POWER			 4000 shares
PERSON WITH

			8 SHARED DISPOSITIVE POWER	              1899956 shares


9. 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1903956 shares

10. 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
	SHARES [   ]

11. 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	11.9%

12. 	TYPE OF REPORTING PERSON

        BAHI - HC






Item 1(a). 	Name of Issuer:

GSE Systems, Inc.

Item 1(b). 	Address of Issuer's Principal Executive Offices:

1332 Londontown Blvd., Suite 200
Sykesville, MD 21784

Item 2(a). 	Name of Person Filing:

BAHI

Item 2(b).	Address of Principal Business Office:

901 South Bond Street, Suite 400
Baltimore, Maryland 21231

Item 2(c). 	Citizenship:

BAHI is a Maryland Corporation.

Item 2(d). 	Title of Class of Securities:

Common Stock, $0.01 Par Value Per Share, of GSE Systems, Inc.

Item 2(e).	CUSIP Number: 36227K106


Item 3. 	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
	check  whether the person filing is a:

(g) [x] 	A parent holding company or control person in accordance with section
	240.13d-1(b)(1)(ii)(G)


Item 4. 	Ownership:

(a) 	Amount of Beneficially Owned:				  1903956 shares

(b) 	Percent of Class:	         				   11.9%

(c) 	Number of shares as to which such person has:
     (i)  Sole power to vote or to direct the vote:	                0 shares

    (ii)  Shared power to vote or to direct the vote: 	       	        0 shares

   (iii)  Sole power to dispose or to direct the disposition of:     4000 shares

    (iv)  Shared power to dispose or to direct the disposition of:1899956 shares



Item 5. 	Ownership of Five Percent or Less of a Class.

	Not applicable


Item 6. 	Ownership of More than Five Percent on Behalf of Another Person.

	The securities as to which this Schedule is filed by BAHI, in its capacity as
	a parent holding company, are as follows: 1,899,956 shares, or 11.9% of the
	total shares outstanding of GSE Systems, Inc. owned by clients of Brown
	Advisory Securities, LLC, a Broker-Dealer as defined in Section 15 of the Act
	and an Investment Advisor registered under section 203 of the Investment
	Advisers Act of 1940; and 4,000 shares, or 0.0% of the total shares
	outstanding of GSE Systems, Inc., owned by clients of Brown Investment
	Advisory & Trust Company ("BIATC"), a Bank as defined in Section 3(a)(6) of
	the Act.  Those clients referenced herein have the right to receive, or the
	power to direct	the receipt of, dividends from, or the proceeds from the
	sale of, such securities.


Item 7. 	Identification and Classification of the Subsidiary Which Acquired the
	Security Being Reported on by the Parent Holding Company or Control Person.

	This Schedule is being filed pursuant to Rule 13d-1(b)(1)(ii)(G).
	Refer to Exhibit A.


Item 8. 	Identification and Classification of Members of the Group.

	Not applicable


Item 9. 	Notice of Dissolution of Group.

	Not applicable


Item 10. 	Certification.

	By signing below I certify that to the best of my knowledge and belief, the
	securities referred to above were acquired in the ordinary course of business
	and were not acquired for the purpose of and do not have the effect of
	changing or influencing the control of the issuer of such securities and were
	not acquired in connection with or as a participant in any transaction having
	such purpose or effect.

	Signature:

	After reasonable inquiry and to the best of my knowledge and belief, I
	certify that the information set forth in this statement is true, complete
	and correct.


	Date:		As of November 30, 2008

	Signature:	Brown Advisory Holdings Incorporated

	By: 		/S/ David M. Churchill

	Title:		Secretary & Treasurer


	Joint Filing Agreement
	----------------------------

	Each party signing below agrees that this statement is submitted as a joint
	filing on behalf of the undersigned.

	Date:		As of November 30, 2008

	Signature:	Brown Advisory Securities, LLC

        By: 		/S/ Nancy I. Denney

	Title:		Assistant Secretary

	Date:		As of November 30, 2008

	Signature:	Brown Investment Advisory & Trust Company

	By: 		/S/ Nancy I. Denney

	Title:		Assistant Secretary


Exhibit A

Pursuant to the instructions in Item 7 of this Schedule 13G, the identity
and the Item 3 classification of the relevant subsidiary is: Brown
Advisory Securities, LLC, a Broker-Dealer as defined in Section 15
of the Act and an Investment Advisor registered under section 203 of the
Investment Advisers Act of 1940 and BIATC, a Bank as defined in Section 3(a)(6)
of the Act.