UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities 
Exchange Act of 1934 (Amendment No.  ) 

Check the appropriate box: 

[X] Preliminary Information Statement 
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
     (d)(2)) 
[ ] Definitive Information Statement 

                               GSE SYSTEMS, INC.
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box): 

[X] No fee required. 

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 

        (1) Title of each class of securities to which transaction applies: 

        (2) Aggregate number of securities to which transaction applies: 

        (3) Per unit price or other underlying value of transaction computed 
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined): 

        (4) Proposed maximum aggregate value of transaction: 

        (5) Total fee paid: 

[ ] Fee paid previously with preliminary materials. 

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. 

        (1) Amount previously paid: 

        (2) Form, Schedule or Registration Statement No.: 

        (3) Filing Party: 

        (4) Date Filed: 

                               GSE SYSTEMS, INC.

                              9189 Red Branch Road
                            Columbia, Maryland 21045
                                 (410) 772-3500

INFORMATION STATEMENT

To the Stockholders: 

This  Information  Statement  is being  furnished to holders of shares of common
stock of GSE Systems,  Inc. ("GSE," the "Company," "we" or "us"). The purpose of
this Information  Statement is to notify the  stockholders  that the holder of a
majority  of the  outstanding  shares of common  stock of the  Company has taken
action by written  consent to approve  the  issuance  by the  Company to Dolphin
Direct  Equity  Partners,  LP,  a  Delaware  limited  partnership,  of a  senior
subordinated  secured convertible note of the Company in the aggregate principal
amount of $2,000,000,  and a warrant to purchase shares of the Company's  common
stock,  for an aggregate  purchase price of  $2,000,000.  Under the rules of the
American Stock Exchange,  because the conversion of the note and exercise of the
warrant  could  require  the  issuance  by us of 20% or more of our  outstanding
common stock if certain  anti-dilution  adjustments are applied, we are required
to obtain stockholder  approval of the transaction.  GP Strategies  Corporation,
which holds a majority of our outstanding common stock, approved the transaction
on May 19,  2005 by  written  consent,  as  permitted  by the  Delaware  General
Corporation  Law and our  bylaws.  No other  approval  is  necessary  or will be
sought. The transaction closed and became effective on May 26, 2005, except that
the approval to issue, upon the conversion of the note, certain shares of common
stock of the  Company  will become  effective  20 days after the mailing of this
Information Statement to stockholders of the Company.

This  Information  Statement is being mailed on June __, 2005 to stockholders of
record of common stock of the Company at the close of business on June __, 2005.
The enclosed Information  Statement is being furnished to you to inform you that
the  foregoing  actions  have been  approved  by the holder of a majority of the
outstanding  shares of common stock. We are not asking you for a proxy,  and you
are  requested  not to send us a proxy.  You are  urged to read the  Information
Statement in its entirety for a  description  of the actions taken by the holder
of a majority of the outstanding shares of common stock of the Company.

                                        By Order of the Board of Directors


                                        Jeffery G. Hough
                                        Secretary
Columbia, Maryland
June __, 2005

     We are furnishing  this  Information  Statement and notice of actions taken
without a meeting to our  stockholders  in  connection  with the approval by our
board of directors of the matters described below and the subsequent approval of
these matters by written  consent of the holder of a majority of our outstanding
common stock. All corporate approvals in connection with these matters have been
obtained  and this  Information  Statement  is being  furnished  solely  for the
purpose  of  informing  stockholders  of these  corporate  actions in the manner
required by the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), and the Delaware General  Corporation Law. Section 228(e) of the Delaware
General Corporation Law requires us to provide notice of the taking of corporate
action by  written  consent  of  stockholders  without  a  meeting  by less than
unanimous  consent to those  stockholders  who have not  consented in writing to
such actions. This Information Statement constitutes such notice.

     We are not  asking you for a proxy and you are  requested  not to send us a
proxy.

     Stockholders  of  record  of common  stock of the  Company  at the close of
business on June __, 2005 are entitled to receive this Information Statement. On
that date, there were [8,999,706] shares of common stock issued and outstanding.
Each share of common stock is entitled to one vote on all matters.

                    ACTIONS APPROVED BY THE WRITTEN CONSENT

     On May 26, 2005, pursuant to a Senior Subordinated Secured Convertible Note
and Warrant Purchase Agreement,  dated as of May 26, 2005 (the "Agreement"),  we
issued and sold to Dolphin Direct Equity Partners, L.P. (the "Investor"), for an
aggregate price of $2,000,000, a senior subordinated secured convertible note of
the Company in the aggregate  principal  amount of $2,000,000 (the "Note") and a
warrant (the "Warrant") to purchase 380,952 shares (the "Warrant Shares") of our
common stock.  We refer to this  transaction  as the  "Financing."  Our board of
directors approved the Financing on May 19, 2005.

     Our common stock is listed on the American Stock Exchange (the "Amex"), and
we are  therefore  subject to the Amex's  rules.  Under  Section 713 of the Amex
Company  Guide,  companies  with  securities  listed  on the  Amex  must  obtain
stockholder approval before the sale,  issuance,  or potential issuance of their
common stock, or securities  convertible  into their common stock, in connection
with a transaction  other than a public offering,  equal to 20% or more of their
outstanding  common stock,  for less than the greater of book or market value of
their common stock.

     The Note is  convertible,  in part or in whole,  into  shares of our common
stock based on a conversion price of $1.925.  However, the conversion price, and
thus the number of shares  into which the Note may be  converted,  is subject to
adjustment.  Under these adjustment provisions,  it is possible that we would be
required to issue,  upon conversion of the Note (when aggregated with the number
of shares of our common stock issued upon exercise of the Warrant),  20% or more
of the outstanding  shares of our common stock on May 26, 2005 for less than the
greater of book or market value of their common  stock.  Accordingly,  under the
Amex's rules, we would be required to obtain  stockholder  approval for any such
issuance.
       
     Under the terms of the Agreement and Note,  notwithstanding  the adjustment
provisions of the Note, the number of shares of our common stock actually issued
on  conversion  of the Note,  when  aggregated  with the number of shares of our
common  stock  actually  issued upon  exercise of the  Warrant,  will not exceed
19.99%  of the  outstanding  shares  of our  common  stock on May 26,  2005 (the
"Conversion Share Limit").  However, the Note provides that the Conversion Share
Limit will terminate upon the effectiveness of the consent to the transaction by
stockholders  holding a majority of the outstanding  shares of our common stock,
in compliance with the stockholder approval requirements of the Amex.
       
     On May 19, 2005, we obtained the written  consent (the "Majority  Consent")
of GP Strategies  Corporation ("GP Strategies"),  as holder of a majority of the
outstanding  shares of our common stock. In accordance with Rule 14c-2 under the
Securities  Exchange Act of 1934, as amended,  the effectiveness of the Majority
Consent,  and  the  termination  of the  Conversion  Share  Limit,  will  become
effective  on the  day  following  the  twentieth  day  after  this  Information
Statement is mailed to our stockholders.  No other approval is necessary or will
be sought.  This  Information  Statement is being mailed to  stockholders  on or
about June __, 2005.

Summary of the Terms of the Financing
       
       The following is a summary of the terms of the Financing.
       
     The Agreement.  On May 26, 2005,  pursuant to the Agreement,  we issued the
Note  and the  Warrant  to the  Investor  for an  aggregate  purchase  price  of
$2,000,000, less certain fees we agreed to pay. Of such purchase price, $500,000
was placed in escrow until the termination of the Conversion Share Limit. If the
Conversion Share Limit has not been terminated by the 75th day after the closing
date, such $500,000 will be paid to the Investor.

     Under the  Agreement,  we have agreed,  among other things,  not to, and to
cause our subsidiaries not to, while the Note is outstanding,  (i) acquire, sell
or  otherwise  transfer  any  material  assets  or rights  of the  Company  or a
subsidiary,  or enter into any  contract  or  agreement  relating to the sale of
assets,  which is not consummated  pursuant to an arms length transaction,  (ii)
enter into any contract,  agreement or transaction  with any officer,  director,
stockholder  or  affiliate of the Company or a  subsidiary  other than  ordinary
course  transactions that are consistent with past practice and pursuant to arms
length terms,  (iii) pay or declare any dividend or make any distribution  upon,
redeem,  retire or repurchase or otherwise acquire,  any shares of capital stock
or other securities of the Company or a subsidiary, other than certain dividends
currently owed to ManTech International, or (iv) materially change the Company's
or any subsidiary's line of business as currently conducted.

     We have agreed to file,  within 30 days of the closing of the Financing,  a
registration  statement  covering  the resale by the  Investor  of all shares of
common stock issuable  pursuant to the Note or the Warrant.  We have also agreed
to use our best efforts to have such registration  statement  declared effective
by the Securities and Exchange Commission as soon as possible thereafter, but in
no event later than 90 days after the closing of the Financing,  and to keep the
registration  statement effective thereafter until all such securities have been
sold or can be sold without most  restrictions.  If we do not meet the deadlines
for filing and effectiveness of the registration  statement, we will be required
to pay  Investor  2% of the  outstanding  principal  of the Note for each 30-day
period we are late. We have also agreed to provide piggyback registration rights
if at any time there is not an  effective  registration  statement  covering the
resale by the  Investor of all shares of common stock  issuable  pursuant to the
Note or the Warrant.

     Note.  The Note is in the  principal  amount of  $2,000,000  and matures on
March 31, 2009. The Note  initially  bears interest at the rate of 8% per annum.
Interest is payable in arrears on the last day of each calendar  quarter and all
principal and accrued interest is payable upon maturity.  The interest rate will
decrease,  for each quarter during which the registration  statement registering
the shares of common stock into which the Note is convertible  is in effect,  by
2% per annum for each 25%  increment  over the  conversion  price then in effect
achieved by our stock price.

     The Note is  convertible,  in part or in whole,  into a number of shares of
our common stock equal to the principal and interest of the Note being converted
divided by an initial conversion price of $1.925.  However,  if we issue or sell
any shares of common stock or  securities  exercisable  or  exchangeable  for or
convertible into common stock (excluding certain shares, including shares issued
to the Investor, under certain employee benefit plans or pursuant to outstanding
options or convertible  securities) for a consideration  per share less than the
then effective conversion price, then the conversion price will be reduced to an
amount equal to the consideration per share in such new issuance. The conversion
price will also be appropriately  adjusted upon any stock split, stock dividend,
recapitalization,  combination,  or similar  transaction.  Notwithstanding  such
adjustment  provision,  the number of shares of common stock actually  issued on
conversion of the Note will be limited by the Conversion  Share Limi t until the
effectiveness  of the Majority  Consent on the day  following  the twentieth day
after this Information  Statement is mailed to our  stockholders.  If we fail to
issue a certificate for the shares into which the Note has been converted within
three days of such  conversion,  we will be required to pay, for each day we are
late,  an  amount  equal to 1% of the  product  of number of shares to which the
Investor is entitled  and the closing  price of our common stock on the last day
we could have delivered such certificate.

     Events of default  under the Note  include,  among other  things,  and with
certain cure periods,  the  suspension of trading or failure to be listed on one
of certain  markets,  failure to comply with certain  agreements  with  Investor
(such as a failure  to comply  with the  conversion  provisions  of the Note,  a
failure to have sufficient  shares  authorized for conversion,  and a failure to
pay  principal  or interest or other  amount when due),  failure to pay material
indebtedness,  and  bankruptcy.  Upon and during the  continuance of an event of
default of the Note,  the interest  rate will increase to 24%. The holder of the
Note may  require us to redeem  all or any  portion of the Note upon an event of
default  for a price  equal to the  greater of the amount of the  principal  and
interest  of the note to be  redeemed  or the product of the number of shares of
common stock into which such principal and interest is convertible multiplied by
the closing trading price of the common stock  immediately prior to the event of
default.

     The  holder of the Note will be  entitled  to  participate  in any pro rata
issuance or sale of securities to our stockholders to the extent that the holder
would have been able to  participate  if the Note had been  converted  to common
stock in its entirety.

     We are  prevented,  under  the  terms of the  Note,  from  engaging  in any
fundamental  transaction  (such  as a  merger,  consolidation,  or  sale  of the
Company)  unless the successor  assumes in writing all of the obligations of the
Company  under the Note and the  successor  is a publicly  traded  company  with
common stock traded on the Amex, Nasdaq, or the New York Stock Exchange.

     The Note ranks senior to all other  indebtedness  of the Company other than
debt connected with our senior credit agreement (or any refinancing thereof) and
our  obligation  to repay  GP  Strategies  for  payments  made by GP  Strategies
pursuant to its guaranty of our senior credit  agreement debt, to which the Note
is expressly junior, and certain capitalized leases and contingent  obligations.
We are prohibited from any additional  indebtedness senior to the Note while the
Note is  outstanding.  The ranking is effectuated by a  subordination  agreement
between our senior lender, the Investor, and us.
      
     Warrant.  The Warrant is exercisable for 380,952  Warrant  Shares,  and the
initial  exercise  price is $2.22 per Warrant  Share.  The exercise price of the
Warrant  must be paid in cash,  except that if a  registration  statement is not
available  for the resale of  Warrant  Shares,  the holder may make a  "cashless
exercise" of the Warrant.  The Warrant expires on the seventh anniversary of its
issuance.

     If we issue or sell any shares of common stock or securities exercisable or
exchangeable  for or convertible  into common stock  (excluding  certain shares,
including shares issued to the Investor, under certain employee benefit plans or
pursuant to outstanding  options or convertible  securities) for a consideration
per share less than the then effective  exercise price,  then the exercise price
will be reduced to an amount  equal to the  consideration  per share in such new
issuance,  without  adjustment  to the  number of  Warrant  Shares  issuable  on
exercise.  The  exercise  price  and  number  of  Warrant  Shares  will  also be
appropriately  adjusted upon any dividend or distribution  of assets  (including
any  distribution  of cash,  securities  or other  property by way of  dividend,
spin-off,  reclassification,  or similar  transaction) and upon any stock split,
recapitalization,  combination,  or similar  transaction.  If we fail to issue a
certificate for the shares for which the Warrant has been exercised within three
days of suc h conversion,  we will required to pay, for each day we are late, an
amount  equal to 1% of the product of number of shares to which the  Investor is
entitled and the closing price of our common stock on the last day we could have
delivered such certificate.
       
     The holder of the Warrant will be entitled to  participate  in any pro rata
issuance or sale of securities to our stockholders to the extent that the holder
would have been able to  participate  if the Warrant had been  exercised  in its
entirety.

     We are  prevented,  under the terms of the  Warrant,  from  engaging in any
fundamental  transaction  (such  as a  merger,  consolidation,  or  sale  of the
Company)  unless the successor  assumes in writing all of the obligations of the
Company  under the Warrant and the successor is a publicly  traded  company with
common stock traded on the Amex, Nasdaq, or the New York Stock Exchange.

     Security. We have granted the Investor a second priority lien on all of our
and our subsidiaries' assets.

Reasons for the Actions Taken

       We entered into the Financing for working capital purposes. 

Effects of the Financing

     The issuance of a significant amount of common stock upon conversion of the
Note or exercise of the  Warrant  may  adversely  affect the price of our common
stock.  We have  agreed to file a  registration  statement  to permit the public
resale of the shares of common stock  issuable  upon  conversion  of the Note or
exercise of the Warrant.  The influx of such a substantial number of shares into
the public market could also have a significant  negative  effect on the trading
price of our  common  stock.  Issuance  of these  shares  of  common  stock  may
substantially dilute the ownership interests of our existing stockholders.
No Dissenter' Rights
       
     The  corporate  action  described in this  Information  Statement  will not
afford to  stockholders  the  opportunity to dissent from the actions  described
herein or to receive an agreed or judicially appraised value for their shares.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information  regarding  beneficial ownership
of the Company's  common stock, as of May 16, 2005, by: (i) each stockholder who
is known by the  Company  to own  beneficially  more than 5% of the  outstanding
common stock, (ii) each of the Company's directors, (iii) each current executive
officer of the Company  named in the Summary  Compensation  Table,  and (iv) all
directors and executive officers as a group. Except as otherwise indicated,  the
Company  believes  that the  beneficial  owners of the common stock listed below
have sole  investment  and voting power with respect to such shares,  subject to
community property laws where applicable.

     We are not aware of any  material  proceedings  to which any of the parties
identified under (i), (ii) or (iii) above, or any associate thereof,  is a party
adverse to the  Company or any of its  subsidiaries  or has a material  interest
adverse to the Company or any of its subsidiaries.

     In preparing the following table, the Company has relied on the information
contained in the  statements  previously  filed by GP  Strategies,  and Schedule
13G/A filed for 2004 by Wells  Capital  Management,  Inc.  Certain of the shares
reported in the following table may be deemed to be  beneficially  owned by more
than one person and, therefore, may be included in more than one table entry.


                                                    Number of             Percent of
                                                   Common Stock          Outstanding
                                                 Shares Beneficially        Common
                                                      Owned                 Stock
                                               ---------------------   -----------------
Name of Beneficial Owner
Certain Beneficial Owners

GP Strategies Corporation (1)                         5,471,052             58.7%
     777 Westchester Avenue
     White Plains, NY 10604

Wells Capital  Management Inc.(2)                       1,530,056           17.0%
     525 Market Street, 10th Floor
     San Francisco, CA 94105


Directors and Executive Officers (3)

Jerome I. Feldman (4)                                   5,371,052           58.3%
Scott N. Greenberg (5)                                  5,254,052           57.7%
George J. Pedersen (6)                                    373,250            4.0%
Chin-Our Jerry Jen (7)                                    148,032            1.6%
Jeffery G. Hough (8)                                      107,654            1.2%
Gill R. Grady (9)                                          59,827            0.7%
Hal D. Paris (10)                                          53,622            0.6%
John V. Moran (11)                                         48,376            0.5%
Sheldon L. Glashow (12)                                    26,258            0.3%
Joseph W. Lewis (13)                                       10,000            0.1%
Roger Hagengruber (14)                                     10,000            0.1%
Andrea Kantor                                                 -                -
Douglas Sharp                                                 -                -

Directors and Executive Officers as a group
     (13 persons) (15)                                  6,308,071           62.5%


                         


1 Includes  217,000 shares  issuable to Mr. Feldman upon the exercise of options
which are currently  exercisable,  100,000 shares issuable to Mr. Greenberg upon
the exercise of options which are currently exercisable, 875,000 shares owned by
SGLG, Inc. (SGLG),  250,000 shares owned by General Physics  Corporation  (GPC),
and 4,029,052 shares owned by GP Strategies. GP Strategies owns GPC as well as a
controlling  interest in SGLG. GP Strategies  disclaims  beneficial ownership of
all shares,  including  those subject to options,  owned directly by Mr. Feldman
and Mr. Greenberg.

2 Persons  other than Wells Capital  Management,  Inc. have the right to receive
dividends  from or the proceeds of the sale of such common stock.  No such right
to receive  proceeds or  dividends  relates to more than 5% of the class.  Wells
Capital  Management,  Inc.  is a  subsidiary  of  Wells  Fargo &  Company.  Dick
Kovacevich is Chairman and CEO.

3 The address of all directors and executive officers is in care of GSE Systems,
Inc., 9189 Red Branch Road, Columbia, MD 21045.

4 Includes 217,000 shares subject to options owned directly by Mr. Feldman which
are currently  exercisable,  as well as 4,029,052 shares owned by GP Strategies,
875,000  shares  owned by SGLG and  250,000  shares  owned by GPC.  Mr.  Feldman
disclaims  beneficial  ownership of all the shares owned by GP Strategies,  SGLG
and GPC.

5 Includes  100,000 shares  subject to options owned  directly by Mr.  Greenberg
which  are  currently  exercisable,  as well as  4,029,052  shares  owned  by GP
Strategies,  875,000  shares owned by SGLG and 250,000  shares owned by GPC. Mr.
Greenberg  disclaims  beneficial  ownership  of  all  the  shares  owned  by  GP
Strategies, SGLG and GPC.

6 Includes 56,250 shares owned directly by Mr. Pedersen, 217,000 shares issuable
upon the  exercise  of options  which are  currently  exercisable,  and  100,000
warrants  which are  owned by  ManTech  International  Corp.  and are  currently
exercisable.  Mr. Pedersen has a controlling  interest in ManTech  International
Corporation.  Mr. Pedersen disclaims  beneficial ownership of the warrants owned
by ManTech.

7 Includes 3,800 shares owned  directly by Mr. Jen and 144,232  shares  issuable
upon the exercise of options which are currently exercisable.

8 Includes  107,654  shares  issuable  upon the  exercise  of options  which are
currently exercisable.

9 Includes 100 shares owned  directly by Mr.  Grady and 59,727  shares  issuable
upon the exercise of options which are currently exercisable.

10 Includes  53,622  shares  issuable  upon the  exercise  of options  which are
currently exercisable.

11 Includes  48,376  shares  issuable  upon the  exercise  of options  which are
currently exercisable.

12  Includes  8,129  shares  owned  directly by Dr.  Glashow  and 18,129  shares
issuable upon the exercise of options which are currently exercisable.

13 Includes  10,000  shares  issuable  upon the  exercise  of options  which are
currently exercisable.

14 Includes  10,000  shares  issuable  upon the  exercise  of options  which are
currently exercisable.

15 Includes  1,085,740 shares issuable upon the exercise of options and warrants
which are currently exercisable.

                INTERESTS OF CERTAIN PERSONS IN THE ACTION TAKEN

     On March 30, 2004,  the Company was added as an additional  borrower  under
the  Financing  and  Security  Agreement  between  GP  Strategies'  wholly-owned
subsidiary,  General  Physics  Corporation,  and a financial  institution  which
expires on August 12, 2006.  Under the terms of the  agreement,  $1.5 million of
General  Physics'  available  credit facility has been carved out for use by the
Company. The line is collateralized by substantially all of the Company's assets
and provides for borrowings of up to 80% of eligible accounts receivable and 80%
of eligible unbilled receivables, up to a maximum of $1.5 million. GP Strategies
also agreed to  guarantee  the  Company's  borrowings  pursuant to a  Management
Services Agreement between the Company and GP Strategies.

     On March 9,  2005,  General  Physics  agreed  to loan the  Company  up to a
maximum of $1.0 million (less certain amounts due under the Management  Services
Agreement), such loan to be due and payable by no later than June 9, 2006 and on
such other terms and  conditions as were agreed upon by General  Physics and the
Company. Such loan agreement terminated upon the closing of the Financing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  required by the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"), with the Securities and Exchange  Commission  ("SEC").  You may
read and copy any document we file at the SEC's public reference room located at
450  5th  Street,  N.  W.,  Washington,  D.C.  20549.  Please  call  the  SEC at
1-800-SEC-0330  for further  information on the public  reference  room. Our SEC
filings  are  also  available  to  the  public  from  the  SEC's  web  site  at:
http://www.sec.gov.
       
       
                                        By Order of the Board of Directors


                                        Jeffery G. Hough
                                        Secretary
Columbia, Maryland
June __, 2005