SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13G/A
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 1)


                                GSE Systems, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.01 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    36227K106


--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)




CUSIP No. 36227K106
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Peninsula Capital Management, LP (1)

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON

     PN

----------

(1) Peninsula Capital Management, LP may be deemed to be the beneficial owner of
such securities by virtue of its role as the investment manager of the
investment fund which owns such securities.



CUSIP No. 36227K106
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Peninsula Master Fund, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                         [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      0%

12.  TYPE OF REPORTING PERSON*

     CO



 CUSIP No. 36227K106
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Scott Bedford (2)

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     0

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     0

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0%

12.  TYPE OF REPORTING PERSON

     IN


(2) Mr. Bedford may be deemed to be the beneficial owner of the securities
reported herein by virtue of his role as President of Peninsula Capital
Management, Inc., which is Peninsula Capital Management, LP's general partner.
--------------------------------------------------------------------------------



CUSIP No.   36227K106
            ---------------------


Item 1(a).  Name of Issuer:


            GSE Systems, Inc.
            ____________________________________________________________________

Item 1(b).  Address of Issuer's Principal Executive Offices:


            7133 Rutherford Road, Suite 200
            Baltimore, Maryland 21244

 ___________________________________________________


Item 2(a).  Name of Person Filing:

            Peninsula Capital Management, LP
            Peninsula Master Fund, Ltd.
            Scott Bedford
____________________________________________________________________

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            Peninsula Capital Management, LP
            235 Pine Street, Suite 1600
            San Francisco, CA  94104

            Peninsula Master Fund, Ltd.
            c/o Peninsula Capital Management, LP
            235 Pine Street, Suite 1600
            San Francisco, CA  94104

            Scott Bedford
            c/o Peninsula Capital Management, LP
            235 Pine Street, Suite 1600
            San Francisco, CA  94104
            ____________________________________________________________________

Item 2(c).  Citizenship:

            Peninsula Capital Management, LP - California limited partnership
            Peninsula Master Fund, Ltd. - Cayman Islands exempted company
            Scott Bedford - United States citizen
            ____________________________________________________________________

Item 2(d).  Title of Class of Securities:


            Common Stock, $.01 par value
            ____________________________________________________________________

Item 2(e).  CUSIP Number:


            36227K106
            ____________________________________________________________________


Item 3.     If This Statement  is Filed  Pursuant to  Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act.

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act.

     (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Rule 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act;

     (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Peninsula Capital Management, LP - 0 shares
          Peninsula Master Fund, Ltd. - 0 shares
          Scott Bedford - 0 shares
          ______________________________________________________________________

     (b)  Percent of class:

          Peninsula Capital Management, LP - 0%
          Peninsula Master Fund, Ltd. - 0%
          Scott Bedford - 0%
          ______________________________________________________________________

     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or to direct the vote

                Peninsula Capital Management, LP - 0
                Peninsula Master Fund, Ltd. - 0
                Scott Bedford - 0
_______________________________________________________________________________,

          (ii)  Shared power to vote or to direct the vote

                Peninsula Capital Management, LP - 0
                Peninsula Master Fund, Ltd. - 0
                Scott Bedford - 0
_______________________________________________________________________________,

          (iii) Sole power to dispose or to direct the

                Peninsula Capital Management, LP - 0
                Peninsula Master Fund, Ltd. - 0
                Scott Bedford - 0
_______________________________________________________________________________,

          (iv)  Shared power to dispose or to direct the
                disposition of
                Peninsula Capital Management, LP - 0
                Peninsula Master Fund, Ltd. - 0
                Scott Bedford - 0
_______________________________________________________________________________.


Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ X ].


         _______________________________________________________________________


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
         _______________________________________________________________________


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         _______________________________________________________________________


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

         N/A
         _______________________________________________________________________

Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

          N/A
          ______________________________________________________________________

Item 10.  Certifications.

     By signing below the Reporting Person certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or
effect.



                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                    January 27, 2009
                                        ----------------------------------------
                                                        (Date)

                                          PENINSULA CAPITAL MANAGEMENT, LP *


                                          By: /s/ Scott Bedford
                                              -----------------
                                          Name: Scott Bedford
                                          Title: Principal

                                          PENINSULA MASTER FUND, LTD. *

                                          By:  PENINSULA CAPITAL MANAGEMENT, LP
                                               Its investment manager

                                          By: /s/ Scott Bedford
                                              -----------------
                                          Name: Scott Bedford
                                          Title: Principal


                                          /s/ Scott Bedford
                                          -----------------
                                          SCOTT BEDFORD *

* The Reporting Persons disclaim beneficial ownership over the securities
reported herein except to the extent of the reporting persons' pecuniary
interest therein.



                                                                 EXHIBIT A

                                         AGREEMENT


     The undersigned agree that this Schedule 13G/A dated January 27, 2009
relating to the Common Stock $0.01 par value of GSE Systems, Inc. shall be filed
on behalf of the undersigned.


                                          PENINSULA CAPITAL MANAGEMENT, LP


                                          By: /s/ Scott Bedford
                                              -----------------
                                          Name: Scott Bedford
                                          Title: Principal

                                          PENINSULA MASTER FUND, LTD.

                                          By:  PENINSULA CAPITAL MANAGEMENT, LP
                                               Its investment manager

                                          By: /s/ Scott Bedford
                                              -----------------
                                          Name: Scott Bedford
                                          Title: Principal


                                          /s/ Scott Bedford
                                          -----------------
                                          SCOTT BEDFORD





SK 03847 0001 955671