UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   
                                   FORM 8-K/A

                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 9, 2005
                                               -------------------       
                               GSE SYSTEMS, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
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         (State or other jurisdiction of incorporation or organization)

      0-26494                                          52-1868008        
    -----------                                      -------------
(Commission File Number)                    (I.R.S. Employer Identification No.)

                9189 Red Branch Road, Columbia Maryland, 21045
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              (Address of principal executive office and zip code)

                                 (410) 772-3500
                            ------------------------
               Registrant's telephone number, including area code
       
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

       
     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 2.02   Results of Operations and Financial Condition

     On August 9, 2005, the Company announced its results for the second quarter
ended June 30, 2005.  The earnings  release is attached  hereto as an exhibit to
the 8-K/A. 

Item 9.01 Financial Statements and Exhibits

     99.1  Earnings  release  dated August 9, 2005 for the second  quarter ended
June 30, 2005.

                                   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: August 16, 2005                         /s/  Jeffery G. Hough
                                            -------------------------
                                              Jeffery G. Hough
                                              Senior Vice President and CFO

                                 EXHIBIT INDEX

Exhibit No.             Description     
                                                                         
99.1    Press  release of  GSE Systems, Inc. dated August 9, 2005 announcing its
        results for  the second quarter ended June 30, 2005.