SECURITIES AND EXCHANGE COMMI[OBJECT OMITTED]SSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (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. )


                                GSE SYSTEMS, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)



                     Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    36227K106
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                               September 11, 2009
--------------------------------------------------------------------------------
             (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)

     Newland Capital Management, LLC

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

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     1,122,673

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,122,673

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,122,673

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

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

     7.0%

12.  TYPE OF REPORTING PERSON

     OO



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

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

     Newland 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

     1,122,673

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,122,673

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,122,673

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

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

     7.0%

12.  TYPE OF REPORTING PERSON

     CO



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

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

     Newland Offshore 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

     933,503

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     933,503

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     933,503

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

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

     5.8%

12.  TYPE OF REPORTING PERSON

     CO



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

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

     Ken Brodkowitz

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

     1,122,673

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,122,673

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,122,673

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

                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.0%

12.  TYPE OF REPORTING PERSON

     IN



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

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

     Michael Vermut

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

     1,122,673

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     1,122,673

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,122,673

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

                                                                          [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.0%

12.  TYPE OF REPORTING PERSON

     IN



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

Item 1(a).  Name of Issuer:

            GSE SYSTEMS, INC.
            -------------------------------------------------------------------


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

            1332 Londontown Blvd., Suite 200
            Sykesville, Maryland 21784
            -------------------------------------------------------------------


Item 2(a).  Name of Person Filing:

            Newland Capital Management, LLC
            Newland Master Fund, Ltd.
            Newland Offshore Fund, Ltd.
            Ken Brodkowitz
            Michael Vermut
            -------------------------------------------------------------------


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

            Newland Capital Management, LLC
            350 Madison Avenue
            11th Floor
            New York, New York 10017
            United States of America

            Newland Master Fund, Ltd.
            c/o Newland Capital Management, LLC
            350 Madison Avenue
            11th Floor
            New York, New York 10017
            United States of America

            Newland Offshore Fund, Ltd.
            c/o Newland Capital Management, LLC
            350 Madison Avenue
            11th Floor
            New York, New York 10017
            United States of America

            Ken Brodkowitz
            c/o Newland Capital Management, LLC
            350 Madison Avenue
            11th Floor
            New York, New York 10017
            United States of America


            Michael Vermut
            c/o Newland Capital Management, LLC
            350 Madison Avenue
            11th Floor
            New York, New York 10017
            United States of America
            -------------------------------------------------------------------


Item 2(c).  Citizenship:

            Newland Capital Management, LLC - Delaware limited liability company
            Newland Master Fund, Ltd. - Cayman Islands exempted company
            Newland Offshore Fund, Ltd. - Cayman Islands exempted company
            Ken Brodkowitz - United States citizen
            Michael Vermut - United States citizen
            -------------------------------------------------------------------


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

            Common Stock, par value $0.01 per share
            -------------------------------------------------------------------


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:

          Newland Capital Management, LLC - 1,122,673
          Newland Master Fund, Ltd. - 1,122,673
          Newland Offshore Fund, Ltd. - 933,503
          Ken Brodkowitz - 1,122,673
          Michael Vermut - 1,122,673
          ---------------------------------------------------------------------

     (b)  Percent of class:

          Newland Capital Management, LLC - 7.0%
          Newland Master Fund, Ltd. - 7.0%
          Newland Offshore Fund, Ltd. - 5.8%
          Ken Brodkowitz - 7.0%
          Michael Vermut - 7.0%
          ---------------------------------------------------------------------

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

          (i)   Sole power to vote or to direct the vote
                Newland Capital Management, LLC - 0
                Newland Master Fund, Ltd. - 0
                Newland Offshore Fund, Ltd. - 0
                Ken Brodkowitz - 0
                Michael Vermut - 0
          --------------------------------------------------------------------,

          (ii)  Shared power to vote or to direct the vote
                Newland Capital Management, LLC - 1,122,673
                Newland Master Fund, Ltd. - 1,122,673
                Newland Offshore Fund, Ltd. - 933,503
                Ken Brodkowitz - 1,122,673
                Michael Vermut - 1,122,673
          --------------------------------------------------------------------,

          (iii) Sole power to dispose or to direct the
                disposition of
                Newland Capital Management, LLC - 0
                Newland Master Fund, Ltd. - 0
                Newland Offshore Fund, Ltd. - 0
                Ken Brodkowitz - 0
                Michael Vermut - 0
          --------------------------------------------------------------------,

          (iv)  Shared power to dispose or to direct the
                disposition of
                Newland Capital Management, LLC - 1,122,673
                Newland Master Fund, Ltd. - 1,122,673
                Newland Offshore Fund, Ltd. - 933,503
                Ken Brodkowitz - 1,122,673
                Michael Vermut - 1,122,673
          --------------------------------------------------------------------.


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 []

         N/A
         ----------------------------------------------------------------------


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  Persons  certify that, to the best of their
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.

                                                    September 24, 2009
                                        ----------------------------------------
                                                        (Date)


                                          NEWLAND CAPITAL MANAGEMENT, LLC *

                                          By: /s/ Ken Brodkowitz
                                              ------------------
                                          Name: Ken Brodkowitz
                                          Title: Managing Member

                                          NEWLAND MASTER FUND, LTD.*

                                          By: /s/ Ken Brodkowitz
                                              ------------------
                                          Name: Ken Brodkowitz
                                          Title: Director

                                          NEWLAND OFFSHORE FUND, LTD.*

                                          By: /s/ Ken Brodkowitz
                                              ------------------
                                          Name: Ken Brodkowitz
                                          Title: Director

                                          /s/ Ken Brodkowitz *
                                          ------------------
                                          KEN BRODKOWITZ

                                          /s/ Michael Vermut *
                                          ------------------
                                          MICHAEL VERMUT

* 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 dated  September  24, 2009
relating to the Common Stock,  par value $0.01 per share,  of GSE SYSTEMS,  INC.
shall be filed on behalf of the undersigned.


                                          NEWLAND CAPITAL MANAGEMENT, LLC

                                          By: /s/ Ken Brodkowitz
                                              ------------------
                                          Name: Ken Brodkowitz
                                          Title: Managing Member

                                          NEWLAND MASTER FUND, LTD.

                                          By: /s/ Ken Brodkowitz
                                              ------------------
                                          Name: Ken Brodkowitz
                                          Title: Director

                                          NEWLAND OFFSHORE FUND, LTD.

                                          By: /s/ Ken Brodkowitz
                                              ------------------
                                          Name: Ken Brodkowitz
                                          Title: Director

                                          /s/ Ken Brodkowitz
                                          ------------------
                                          KEN BRODKOWITZ

                                          /s/ Michael Vermut
                                          ------------------
                                          MICHAEL VERMUT



SK 25958 0003 1032552