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):  November 7, 2003

                                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
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(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 1.  Changes in Control of Registrant

         On October 23, 2003,  GSE  Systems,  Inc.  (GSE)  announced a change of
control in the ownership of the Company.

         Such control was acquired by GP Strategies  Corporation (GP Strategies)
on October 23, 2003 through its purchase of all GSE common stock  currently held
by ManTech International  Corporation (ManTech), and a Subordinated Note held by
ManTech  in  the  outstanding   principal  amount  of  $650,000  which  will  be
convertible  into GSE common stock. GP Strategies paid ManTech  consideration in
the form of a five-year 5% note in the principal amount of $5,250,955. The basis
of the control is that,  through  this  acquisition,  the  percentage  of voting
securities  of  GSE   beneficially   owned  by  GP  Strategies   increased  from
approximately 22% to approximately 58%.

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

         (c)      Exhibits

                  10.1  Agreement  between  GP  Strategies  Corporation  and GSE
                  Systems,  Inc.  dated  August  28,  2003.

                  10.2 Amendment to Preferred Stock Issuance  Agreement  between
                  ManTech International  Corporation and GSE Systems, Inc. dated
                  September 29, 2003.


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.

Dated: November 7, 2003                        GSE Systems, Inc.

                                               /s/Jeffery G. Hough

                                               Name: Jeffery G. Hough

                                               Title: Senior VP, CFO & Secretary