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) January 5, 2006
                                                        ----------------------
                               GSE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)

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


             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 Entering into a Material Definitive

     On January 3,  2006,  the  Company  received a material  contract  from the
Emirates  Simulation  Academy,  LLC,  located in the United Arab  Emirates.  The
contract value  is  approximately  $15 million and is for five  real-time,  high
fidelity training  simulators  including a gas turbine power plant simulator,  a
desalination  plant  simulator,  a combined cycle plant  simulator,  a petroleum
refinery simulator and an oil platform simulator.  In addition, GSE will develop
the training programs associated with the simulators, as well as the development
of traditional classroom and online training content.

     The Emirates Simulation Academy, LLC is a three party venture that includes
Al Qudra  Holding  PJSC (Al Qudra) of  the United Arab  Emirates,  the Centre of
Excellence for Applied  Research and Training (CERT) of the United Arab Emirates
and GSE.

Item 9.01 Financial Statements and Exhibits
        (c) Exhibits

99.1 Press Release of GSE Systems dated January 5, 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:  January  6, 2006 /s/  Jeffery  G. Hough
                        ----------------------
                             Jeffery  G.  Hough
                             Senior  Vice President and CFO

                                 EXHIBIT INDEX
Exhibit No.             Description
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         99.1 Press release of GSE Systems, Inc. dated January 5, 2006