SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b - 25

                           NOTIFICATION OF LATE FILING
                                                               SEC FILE NUMBER
                                                                     0-26494

                                                                  CUSIP NUMBER
                                                                   36227K 10 6

[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q Form N-SAR

         For Period Ended: December 31, 2003

        [ ] Transition Report on Form 10-K
        [ ] Transition Report on Form 20-F
        [ ] Transition Report on Form 11-K
        [ ] Transition Report on Form 10-Q
        [ ] Transition Report on Form N-SAR
        For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

Part I     -      REGISTRANT INFORMATION

Full Name of Registrant:   GSE SYSTEMS, INC.

Former Name if Applicable:

Address of Principal Executive Office (Street and Number): 9189 Red Branch Road,

City, State and Zip Code:    Columbia, Maryland 21045

Part II    -      RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12(b)-25(b) the following
should be completed. (Check box if appropriate)

     (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[x ] (b) The subject annual report, semi-annual report, transition
         report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
         will be filed on or before the fifteenth calendar day following the
         prescribed due date or the subject quarterly report or transition
         report on Form 10-K, or portion thereof will be filed on or before the
         fifth calendar day following the prescribed due date; and

     (c) The accountant's statement or other exhibit required by Rule 12b-25
         (c) has been attached if applicable.

Part III   -      NARRATIVE

State below in reasonable details the reason why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

The Registrant cannot file its report on Form 10-K for the year ended December
31, 2003 in a timely basis because it has encountered unexpected difficulties in
compiling certain information to be included in its Form 10-K and the
information compiled to date is not complete enough to provide full disclosure.

Part IV    -      OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification:

   Andrea D. Kantor                 914                       249-9716
  ----------------------    -------------        ------------------------
      Name                     Area Code               Telephone Number

(2)   Have all other periodic reports required under section 13 or 15(d) of the
      Securities Exchange Act of 1934 or section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify reports. [x] Yes [ ] No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof? [x] Yes [ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of these results cannot be made.

     It is anticipated that for the quarter ended December 31, 2003, the Company
     will report a net loss of $1.2 million  ($0.48 per diluted  share) versus a
     net loss of $6.4 million  ($1.10 per diluted  share) for the quarter  ended
     December 31, 2002.

     It is  anticipated  that for the year ended  December 31, 2003, the Company
     will report a net loss of $3.5 million  ($0.87 per diluted  share) versus a
     net loss of $5.9  million  ($1.05  per  dilute  share)  for the year  ended
     December 31, 2002.


                                 GSE SYSTEMS, INC.
                     (Name of Registrant as specified in charter)

     has caused this  notification to be signed on its behalf by the undersigned
     thereunto duly authorized.


Date:    March 31, 2004             BY:     /s/JEFFERY G. HOUGH
                                            _________________________________
                                            Jeffery  G. Hough, Chief Financial
                                              Officer and Senior Vice President