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) February 28, 2006

                               GSE SYSTEMS, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

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

              7133 Rutherford Rd., Suite 200, Baltimore, MD 21244
            --------------------------------------------------------
              (Address of principal executive office and zip code)

                                 (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 1.01 Entry into a Material Definitive Agreement.

For a brief  description of the terms and conditions of such material  agreement
not made in the ordinary  course of business of  the  registrant  including  the
date on which such  agreement  was entered  into, the identity of the parties to
the agreement and a brief description of any material  relationship  between the
registrant and its  affiliates and any of the parties,  other than in respect of
the material  definitive  agreement;  and a brief  description  of the terms and
conditions of the agreement that are material to the  registrant,  see Item 8.01
hereinbelow.

Item 3.02 Unregistered Sales of Equity Securities.

Private Placement of the Company's Equity Securities

The Company raised $4.25 million by sale of units consisting of shares of Series
A Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock") and
Warrants (collectively referred to hereinafter as "Units") by means of a private
offering of its equity securities (the "Offering").  The minimum  investment was
$50,000  and the price per share at which the  Convertible  Preferred  Stock was
offered was $100 (or 500 shares per the minimum investment). The Warrants issued
to investors  under the offering  memorandum  entitle the  investors to purchase
that number of shares of the  Company's  common stock equal to 20% of the dollar
amount of Convertible  Preferred Stock  purchased by an investor  divided by the
exercise price of the Warrant set forth in the definitive  form of Warrant.  The
definitive  terms for the  securities  are set forth in certain  agreements  and
other  documents  provided by the  Company to the  investors.  The Company  will
furnish  copies  of  these  materials  at the  time it  submits  a  registration
statement for filing with the Commission and relevant exchange on or about March
30, 2006.  Proceeds from the private offering combined with working capital from
the Company were used to pay off the $2.0 million  Senior  Subordinated  Secured
Convertible Note held by Dolphin Direct Equity Partners, LP.

     (a)  Securities  Sold. On February 28, 2006, the Company sold $4.25 million
     Units.  The  Units  sold by the  Company  represent  42,500  shares  of the
     Convertible  Preferred  Stock  and  Warrants.

     (b) Underwriters and Other  Purchasers.  The Units were sold to "accredited
     investors,"  as  that  term  is  used  in  rules  and  regulations  of  the
     Commission, by Northeast Securities,  Inc. ("NESC"), as placement agent for
     the offering.

     (c) Consideration.  The aggregate offering price for the minimum investment
     was $50,000.  The Company agreed to compensate NESC, as placement agent for
     the  offering,  in the  following  manner:  six  percent  (6%) of the gross
     proceeds  received  by the  Company  from this  offering  plus  Warrants to
     purchase   150,000  shares  of  the  Company's   common  stock  with  terms
     substantially  similar to the terms of the Warrants  issued to investors in
     this  offering,  including  the same  registration  rights as being offered
     investors  in this  financing.  The  aggregate  underwriting  discounts  or
     commission totaled $255,000.

     (d) Exemption from  Registration  Claimed.  The Company claims an exemption
     from registration under Regulation D, Rule 506. The Company intends to file
     a registration  statement with  the Commission and relevant exchange on  or
     about March 30, 2006 pertaining to the offering of its equity securities.

     (e)  Terms  of  Conversion  or  Exercise.  The  holders  of  the  Company's
     Convertible  Preferred Stock are entitled to receive cumulative  dividends.
     Dividends  are to be paid on a semiannual  basis every June 30 and December
     30, commencing on June 30, 2006. Dividends on each Series A Preferred Share
     accrue on a daily basis from and including the date of issuance at the rate
     of 8% per annum of the Liquidation Value (the "Dividend Rate").  Holders of
     the Company's Convertible Preferred Stock have the option to convert at any
     time into fully paid and  nonassessable  shares of Common Stock. The number
     of shares of Common Stock to which a holder of Convertible  Preferred Stock
     is entitled upon  conversion is equal to the quotient  obtained by dividing
     (i) the  product of the  number of shares of  Convertible  Preferred  Stock
     being converted multiplied by the Liquidation Value (plus, at the option of
     the holder,  any accrued and unpaid  dividends) by (ii) the then  effective
     Series A Conversion  Price.  The Convertible  Preferred Stock  will convert
     automatically into shares of the Company's Common Stock upon the closing of
     an underwritten public offering of Common Stock of the Company in which (i)
     gross  proceeds to the Company are equal to or greater than $15 million and
     (ii) the  price-per-share  of the Common Stock sold in such public offering
     is equal to or greater  than 150% of the  Series A  Conversion  Price.  The
     number of shares of Common Stock to which a holder of Convertible Preferred
     Stock  shall be  entitled  upon  conversion  will be equal to the  quotient
     obtained by dividing (i) the product of the number of Convertible Preferred
     Stock being  converted  multiplied by the  Liquidation  Value (plus, at the
     option of the holder,  any accrued and unpaid  dividends)  by (ii) the then
     effective  Series A Conversion  Price. At any time after the 366th day from
     the Closing Date,  the Company has the right to convert  Series A Preferred
     Stock into shares of Common  Stock when the  average of the  Current  Stock
     Price during the twenty (20) trading days immediately  prior to the date of
     such conversion  exceeds 200% of the Series A Conversion  Price. The number
     of shares of Common Stock to which a holder of Convertible  Preferred Stock
     shall be entitled upon conversion will be equal to the quotient obtained by
     dividing (i) the product of the number of Convertible Preferred Stock being
     converted  multiplied by the Liquidation  Value (plus, at the option of the
     holder, any accrued and unpaid dividends) by (ii) the then effective Series
     A Conversion Price.

     (f) Use of  Proceeds.  The Company  intends to use the net  proceeds of the
     Offering,  in combination  with  currently  available  funds,  to refinance
     existing senior debt obligations,  fund its ongoing business operations and
     other general  corporate  purposes,  including  development of new training
     simulators,  pursuance  of new  contracts,  marketing,  and  other  working
     capital requirements.

The Company  intends to file a  registration  statement  with the Commission and
relevant  exchange  on  or  about  March 30, 2006  pertaining  to the  Company's
recently  completed  efforts to raise  working  capital by means of its recently
completed  Offering and as  contemplated in the  Cancellation  Agreement and the
related  Registration  Rights  Agreement.   The  Registration  Rights  Agreement
requires  that the Company use best  efforts to prepare and file a  registration
statement  with respect to the resale of the Common Stock issuable upon exercise
of the Exchange  Warrant with the Commission  within 30 days after the execution
of the  Cancellation  Agreement and to use reasonable  best efforts to have such
Registration Statement declared effective within 90 days thereafter.

The foregoing is a brief description of the terms of the various  agreements and
documents  described herein and by its nature is incomplete.  It is qualified in
its entirety by the text of the respective  agreements and documents,  copies of
which are included  herewith as Exhibits to this Current Report.  All readers of
this  Current  Report are  encouraged  to read the entire text of the  documents
referred to in the text.

Item 8.01 Other Events.

Extinguishment and Release of Indebtedness

On February  28, 2006 the Company and  Dolphin  Direct  Equity  Partners,  LP, a
Delaware  limited  partnership  ("Dolphin"),  entered   into   Cancellation  and
Warrant Exchange Agreement (the "Cancellation Agreement"). Pursuant to the terms
of the Cancellation Agreement,  Dolphin agreed to cancel its senior subordinated
secured convertible  promissory note issued by the Company to Dolphin on May 26,
2005 in the  aggregate  principal  amount of  $2,000,000  (the  "Note"),  all as
further  provided for in the Senior  Subordinated  Secured  Convertible Note and
Warrant Purchase  Agreement dated as of May 26, 2005 (the "Purchase  Agreement")
wherein  the  Company  agreed  to issue to  Dolphin  a warrant  to  purchase  an
aggregate  of 380,952  shares of common  stock,  par value  $0.01 per share (the
"Warrant") in addition to the Note.

In exchange for Dolphin's agreement to enter into the Cancellation Agreement and
for the participation of Dolphin Offshore  Partners,  L.P. in the Offering,  the
Company paid off the Note and agreed to exchange the Warrant issued  pursuant to
the Purchase  Agreement for an Exchange  Warrant.  Upon exercise of the Exchange
Warrant,  Dolphin will acquire 900,000 shares of the Company's common stock at a
price per share  (the  "Exercise  Price")  equal to $ .67  cents.  Dolphin  must
exercise the Exchange Warrant promptly after the Company certifies to Dolphin on
or after May 30, 2006 (the  "Mandatory  Exercise Date") that (i) the Company has
filed a  registration  statement  with respect to the resale of the Common Stock
issuable upon exercise of the Exchange Warrant and such  registration  statement
shall have been declared effective by the Commission,  (ii) the Common Stock has
been listed on the American  Stock Exchange and the Company has not received any
communication from such exchange regarding the Company's failure to meet listing
qualifications or the institution of any delisting  proceeding at any time up to
and including the Mandatory  Exercise Date,  (iii) the Current Stock Price shall
not be less than $1.25 on the  Mandatory  Exercise  Date and (iv) the average of
the Current  Stock  Prices for each trading day of the 30 calendar day period up
to and including the Mandatory  Exercise Date shall not be less than $1.25.  The
Company  also agreed to use its best  efforts to file a  registration  statement
with respect to the resale of the Common  Stock  issuable  upon  exercise of the
Exchange Warrant with the Commission  within 30 days after the original issuance
of the Convertible Preferred Stock and Warrants as set forth in the Registration
Rights Agreement.

The Company also agreed to pay to Dolphin Advisors,  L.L.C. a transaction fee in
the amount of $3,000 in respect of services  it  rendered to Dolphin  related to
the Cancellation Agreement transaction.  Furthermore, Dolphin Offshore Partners,
L.P.,  an affiliate of the Dolphin,  agreed to invest in the  Company's  private
placement of units  consisting of up to $4,250,000 of 8% cumulative  convertible
preferred stock and warrants (the "Private Placement").

As of  February  8, 2006,  the  Company  had  8,999,706  shares of Common  Stock
outstanding.  Upon  completion  of the  Offering,  the  Company  had a total  of
12,781,062  shares of Common  Stock  outstanding,  based on: (i) the issuance of
$4.25 million of shares of its Convertible  Preferred Stock; (ii) the conversion
or exercise  of all such  Convertible  Preferred  Stock and  Warrants  issued in
connection  with the  Offering  at an assumed  Conversion  Price equal to $1.77.
Based on these same assumptions, upon completion of the Offering, the holders of
Convertible  Preferred Stock and Warrants issued in the Offering  (excluding any
Warrant issued to NESC) would hold approximately  29.6% of the total outstanding
shares  of Common  Stock.  Of the  approximately  29.6%  shares of Common  Stock
referred to above, Dolphin Direct Equity Partners L.P. and its affiliate Dolphin
Offshore Partners,  L.P. will hold approximately 12.35% of the total outstanding
shares of Common Stock.

The foregoing is a brief description of the terms of the Cancellation  Agreement
and by its nature is incomplete.  It is qualified in its entirety by the text of
that  agreement,  a copy of which is  included  herewith  as an  Exhibit to this
Current  report.  All readers of this current  report are encouraged to read the
entire text of the Cancellation Agreement.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits.

3(i)1   Third Amended and Restated Certificate of Incorporation of the Company.
        Previously filed in connection with the GSE Systems, Inc. Form 8-K as
        filed with the  Securities  and  Exchange  Commission  on  October  24,
        2001 and incorporated herein by reference.

3(ii)1  Form of  Amended  and  Restated  Bylaws  of the  Company.  Previously
        filed in connection with Amendment No.1 to the GSE Systems, Inc. Form
        S-1  Registration Statement as filed with the Securities and Exchange
        Commission on June 14, 1995 and incorporated herein by reference.

4.1     Cancellation and Warrant Exchange Agreement dated February 28, 2006 by
        and among GSE Systems, Inc. and Dolphin Direct Equity Partners, LP,
        filed herewith.

4.2     Registration Rights Agreement dated February 28, 2006 by and among GSE
        Systems, Inc. and Dolphin Direct Equity Partners, LP, filed herewith.

4.3     Senior Subordinated Secured Convertible Note and Warrant Purchase
        Agreement dated as of May 26, 2005 by and among GSE Systems, Inc. and
        Dolphin Direct Equity Partners, LP, filed herewith.

4.4     Form of Senior Subordinated Secured Convertible Promissory Note dated as
        of May 26, 2005 issued by and among GSE Systems, Inc. and Dolphin Direct
        Equity Partners, LP in the aggregate principal amount of $2,000,000,
        filed herewith.

4.5     Form of Warrant to Purchase 900,000 Shares of Common Stock of GSE
        Systems, Inc. dated as of February 28, 2006, filed herewith.

4.6     Form of Warrant to Purchase 380,952 shares of Common Stock of GSE
        Systems, Inc. dated as of May 26, 2005, filed herewith.

4.7     Form of Warrant to Purchase shares of Common Stock of GSE Systems, Inc.
        dated as of February 28, 2006, filed herewith.

4.8     Certificate of Designation, Preferences and Rights of Series A
        Cumulative Preferred Stock dated as of February 28, 2006 providing for
        the issuance of a series of 42,500 shares of Series A Cumulative
        Convertible Preferred Stock, par value $0.01 per share, filed herewith.

5       Legal Opinion dated as of March 1, 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 6, 2006                 /s/  Jeffery G. Hough
                                    -----------------------
                                    Jeffery G. Hough
                                    Senior Vice President and CFO