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):  October 26, 1999


                                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) 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 two 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 two most recent fiscal years and with
respect to the unaudited  interim periods from January 1, 1999 through September
30, 1999, there have been no disagreements between the Registrant and PwC on any
matter of accounting principles 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 the financial statements for such fiscal years.

     During the two most recent  fiscal years and with respect to the  unaudited
interim periods from January 1, 1999 through September 30, 1999, 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 October 26, 1999, is filed as Exhibit 16 to this Form 8-K.

     (b) The  Registrant  is currently  in the process of selecting independent
accountants for the fiscal year ending December 31, 2000.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (c) Exhibits

          16 Letter regarding Change in Certifying Accountants





                                   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: October 26, 1999                       By: /s/  Jeffery G. Hough
                                                 Sr. Vice President and
                                                 Chief Financial Officer

EX-16

EXHIBIT 16

[PricewaterhouseCoopers LLP Letterhead]


October 26, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Commissioners:

     We have read the  statements  made by GSE Systems,  Inc.  (copy  attached),
which we  understand  will be filed with the  Commission,  pursuant to Item 4 of
Form 8-K, as part of the  Company's  Form 8-K report dated  October 26, 1999. We
agree with the statements concerning our Firm in such Form 8-K.


Very truly yours,



PricewaterhouseCoopers LLP