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
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              (Address of principal executive office and zip code)
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                                 (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
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                99.1 Press release of GSE Systems, Inc. dated March 8, 2006