8-K

                                 UNITED STATES
                       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)  March 8, 2006
                                                ----------------
                               GSE SYSTEMS, INC.
                               -----------------

             (Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)

      0-26494                                              52-1868008
     ---------                                            -------------
(Commission File Number)                    (I.R.S. Employer Identification No.)


              7133 Rutherford Rd., Suite 200, Baltimore, MD 21244
             ------------------------------------------------------

              (Address of principal executive office and zip code)
             -------------------------------------------------------

                                 (410) 277-3740
                                ----------------
               Registrant's telephone number, including area code



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation or the registrant under any of the
following provisions (see General Instructions A.2 below):

[    ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[    ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[    ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d - 2(b))

[    ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e - 4 (c))

          Item 8.01 Other Events

     On March 8, 2006, GSE Systems, Inc. issued a press release stating that the
Company had completed two financing  transactions  totaling  $9.25  million.  On
February  28,  2006 the  Company  raised  $4.25  million  in an  offering  of 8%
Cumulative Preferred Stock and Warrants.  In a separate transaction which closed
on March 8, 2006, the Company  replaced its existing $1.5 million bank revolving
line of credit  with a two year $5.0  million  revolving  credit  facility  with
Laurus Master Funds, Ltd.

Item 9.01 Financial Statements and Exhibits

          (c) Exhibits

           99.1 Press Release of GSE Systems dated March 8, 2006.

                                   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.


                               GSE SYSTEMS, INC.


Date: March 8, 2006         /s/  Jeffery G. Hough
                            ---------------------
                                 Jeffery G. Hough
                    Senior Vice President and CFO

                                 EXHIBIT INDEX
Exhibit No.     Description
- ----------      ------------

                99.1 Press release of GSE Systems, Inc. dated March 8, 2006

EX-99

http://www.gses.com

AT THE COMPANY
John V. Moran
Chief Executive Officer
Phone:  410-277-3741


FOR IMMEDIATE RELEASE

                 GSE Systems Completes $9.25 Million Financing

Baltimore,  Maryland,  March 8, 2006 - GSE Systems,  Inc.  (GSE) (AMEX - GVP), a
leading global provider of training simulators and educational  solutions to the
power,  process,  manufacturing and Government sectors,  announced today that it
had completed its re-financing efforts.

On February 28,  2006,  the Company  raised  $4.25  million in an offering of 8%
Cumulative  Convertible  Preferred  Stock and Warrants.  The funds received were
used (1) to retire  the  Company's  $2.0  million  Senior  Subordinated  Secured
Convertible  Note with Dolphin Direct Equity  Partners,  LP, (2) to pay down the
Company's  borrowings  under its revolving  credit  facility,  and (3) for other
general  working  capital  purposes.  Dolphin  participated  in the  Convertible
Preferred Stock offering.

In a separate  transaction  which closed on March 8, 2006, the Company  replaced
its existing  $1.5 million  bank  revolving  line of credit with a two year $5.0
million revolving credit facility with Laurus Master Funds, Ltd.

John V. Moran, GSE's Chief Executive Officer,  stated "We were very pleased with
the  response  to our  Convertible  Preferred  Stock  offering  - both  from the
perspective  of interest  in the Company and its growth  strategy as well as the
extraordinarily  high  quality of the  investors.  We are equally  pleased  that
Dolphin remained a significant  financial  partner through its  participation in
the  offering,  and that we have  added  the  strength  of  Laurus  Funds to our
financial team through our new revolving credit facility agreement. The proceeds
from the Preferred  Stock offering  coupled with the revolving  credit  facility
provide  sufficient  working  capital to support  the  Company's  growth for the
foreseeable future."

                                      * * *

GSE  Systems,  Inc.  provides  training  simulators  and  educational
solutions.  The  company  has  over  three  decades  of  experience,   over  265
installations,  and 100  customers  in more  than 25  countries.  Our  software,
hardware and integrated  training  solutions  leverage  proven  technologies  to
deliver real-world business advantages to the energy, process, manufacturing and
Government  sectors  worldwide.  GSE  Systems  is  headquartered  in  Baltimore,
Maryland. Our global locations include offices in St. Mary's,  Georgia,  Sweden,
and China.  Information  about GSE  Systems is  available  via the  Internet  at
http://www.gses.com.

This news release  contains  forward-looking  statements  that involve risks and
uncertainties.   We use words such as "expects",  "intends" and "anticipates" to
indicate  forward looking  statements.  The actual future results of GSE Systems
may differ materially due to a number of factors,  including but not limited to,
delays  in  introduction  of  products  or  enhancements,  size  and  timing  of
individual  orders,  rapid  technological  changes,  market  acceptance  of  new
products and  competition.   These and other factors are more fully discussed in
the Company's  annual  report,  and in statements  filed with the Securities and
Exchange Commission.

If any one or more of  these  expectations  and  assumptions  proves  incorrect,
actual  results will likely differ  materially  from those  contemplated  by the
forward-looking  statements.  Even  if  all  of the  foregoing  assumptions  and
expectations  prove  correct,  actual results may still differ  materially  from
those expressed in the forward-looking  statements as a result of factors we may
not  anticipate  or that may be beyond our control.  While we cannot  assess the
future  impact  that  any of  these  differences  could  have  on our  business,
financial condition, results of operations and cash flows or the market price of
shares of our common stock,  the  differences  could be  significant.  We do not
undertake to update any forward-looking statements made by us.