Exhibit 14.1
                               GSE SYSTEMS, INC.
                 CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS

     It is the policy of GSE Systems,  Inc. (hereinafter the "Company") that the
Principal Executive Officer,  Principal Financial Officer (i.e., Chief Financial
Officer),  Principal  Accounting  Officer or Controller,  or persons  performing
similar  functions,  adhere to and advocate the following  principles  governing
their   professional   and  ethical   conduct  in  the   fulfillment   of  their
responsibilities:

     1. Act with honesty and integrity, including the ethical handling of actual
or  apparent   conflicts  of  interest   between   personal   and   professional
relationships  (e.g.,  avoid receiving improper personal benefits as a result of
his or her position with the Company).

     2. Provide full, fair, accurate,  timely, and understandable  disclosure in
SEC reports and documents and in other public communications.

     3. Comply with laws of federal,  state, and local governments applicable to
the  Company,  and the rules and  regulations  of private and public  regulatory
agencies having jurisdiction over the Company.

     4. Promptly  report any  violations of the Company's  Code of Ethics to the
appropriate person(s) identified herein.

     5. Act in a manner that shows accountability for adherence to the Company's
Code of Ethics.

     6. Act in good faith,  responsibly,  with due care, and diligence,  without
misrepresenting or omitting material facts or allowing  independent  judgment to
be compromised.

     7. Respect the confidentiality of information acquired in the course of the
performance of his or her  responsibilities  except when authorized or otherwise
legally obligated to disclose.  Do not use confidential  information acquired in
the  course  of the  performance  of his or her  responsibilities  for  personal
advantage.

     8. Proactively promote ethical behavior among subordinates and peers.

     9.  Use  corporate  assets  and  resources   employed  or  entrusted  in  a
responsible manner.

     10.  Do  not  use  corporate  information,   corporate  assets,   corporate
opportunities  or one's  position  with the Company for  personal  gain.  Do not
compete directly or indirectly with the Company.

     11.  Comply  in  all  respects  with  other  applicable   Company  policies
including,  but not  limited  to,  the  Company's  Insider  Trading  Policy  and
Non-Harassment Policy.

Reporting Violations

     If you have any concerns  about a possible  violation of the Company's Code
of Ethics,  it is your  responsibility to promptly report any such violations to
either the  Company's  Chairman of the Board or Audit  Committee.  Requests  for
confidentiality will be honored to the greatest extent possible, consistent with
the Company's legal  obligations.  If an investigation  confirms the allegation,
prompt   corrective  action  will  be  taken.  The  Company  will  not  tolerate
retaliation against persons making a report in good faith under this Policy.

Amendments/Waivers to Code of Ethics

     Any  amendment to, or waiver of, the Code of Ethics must be approved by the
board of directors or a board  committee  responsible  for corporate  governance
matters. The Company is required to promptly disclose amendments to, and waivers
of, the Code of Ethics for its principal  executive officer and senior financial
officers.  These  disclosures  must be made within five business days after such
amendment or waiver on Form 8-K filed with the SEC.