8-K

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): June 22, 2007

GSE Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-26494	52-1868008
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7133 Rutherford Rd., Suite 200, Baltimore, MD	21244
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	(410) 277-3740

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02 Unregistered Sales of Equity Securities.

On June 22, 2007, GSE Systems, Inc. (the “Company”) closed its private placement of a total of 1,666,667 shares of common stock and warrants to purchase 166,667 shares of common stock, for aggregate gross proceeds of $10,000,000, pursuant to a Securities Purchase Agreement with selected institutional investors as described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2007.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
	99	Press Release, dated June 22, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 25, 2007	GSE SYSTEMS, INC.
	By:
		Name: Jeffery G. Hough Title: Chief Financial Officer

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EX-99

http://www.gses.com

FOR IMMEDIATE RELEASE

GSE Systems Closes Private Placement Financing

Baltimore, Maryland, June 22, 2007 -- GSE Systems, Inc. (GSE) (AMEX:GVP), a leading global provider of real-time simulation and training solutions to the energy, process, manufacturing and government sectors,today announced that it has closed its previously announced private placement financing with two institutional investors. Net proceeds to GSE from the transaction were approximately $9.3 million, after deducting the fees and expenses of the placement agent, Roth Capital Partners, LLC.

The financing consisted of the sale of 1,666,667 common shares at a price of $6.00 per share. The financing also included the issuance to the investors of five-year warrants to purchase a total of 166,667 common shares at an exercise price of $6.00 per share. GSE has granted registration rights for both the common shares and the common shares issuable upon exercise of the warrants and is required to file a resale registration statement within 60 days of the closing of the transaction.

The securities being sold have not been registered under the Securities Act of 1933, or any state securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state laws.

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GSE Systems, Inc. provides training simulators and educational solutions. The Company has over three decades of experience, over 321 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. Marys, Georgia, Atlanta, 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.

AT THE COMPANYINVESTOR RELATIONS CONTACT

John V. MoranFeagans Consulting Inc.

Chief Executive OfficerNeal Feagans

Phone: 410-277-3741Phone: 303-449-1184