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):  May 15, 2000


                                GSE Systems, Inc.

             (Exact name of registrant as specified in its charter)
Delaware                          0-26494               52-1868008
- --------------------------- --------------- ---------------------------
(State or other jurisdiction     (Commission         (I.R.S. employer
   of incorporation)             file number)        identification no.)

9189 Red Branch Road, Columbia, MD                21045
- ------------------------------------------------- -----------
(Address of principal executive offices)          (zip code)


Registrant's telephone number, including area code: (410) 772-3500

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

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






Item 4.  Changes in Registrant's Certifying Accountant

(a) The following  information  was filed as Item 9 on Form 10-K dated March 31,
2000.

     "On October 19,  1999, GSE  Systems,  Inc.  ("Registrant")  notified  their
independent accountants,  PricewaterhouseCoopers  LLP ("PwC"),that PwC would not
be reappointed as the Registrant's  independent  accountants for the fiscal year
ending December 31, 2000.

     The reports of PwC on the Registrant's financial statements for each of the
past three fiscal years contained no adverse  opinions or disclaimers of opinion
and were not qualified or modified as to uncertainty,  audit scope or accounting
principle.

     In connection  with its audits for the three most recent years,  there have
been no disagreements between the Registrant and PwC on any matter of accounting
principle or practices,  financial  statement  disclosure,  or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of PwC, would
have  caused  them to make  reference  thereto  in  their  report  on  financial
statements for such fiscal years.

     During  the  three  most  recent  fiscal  years,  there  have  been no
reportable events (as defined in Regulation S-K Item 304 (a) (1) (v)).

     The  Registrant  has  requested  that  PwC  furnish  it with a  letter
addressed  to the SEC  stating  whether  or not it  agrees  with the  above
statements.  A copy of such  letter,  dated  March  30,  2000,  is filed as
Exhibit 16.1 to this Form 10-K."

b) On May 15, 2000, KPMG LLP was engaged as principal accountants for GSE
Systems,  Inc. PwC was previously  the  Registrant's principal accountants.
Statements in response to Item 9 of the Registrant's Form 10-K, dated March 31,
2000, and the letter of PwC, attached thereto as Exhibit 16.1, are incorporated
herein by reference.
 



                                   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, thereunto duly authorized.


                                                      GSE Systems, Inc.

Date: May 15, 2000                            By: /s/  Jeffery G. Hough