<PAGE>   1




                        As filed with the Securities and
                      Exchange Commission on July 25, 1996

                          Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                          ----------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------

                               GSE Systems, Inc.                    
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                                      52-1868008    
   --------------------------------                     -------------------
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)


                            8930 Stanford Boulevard
                            Columbia, Maryland 21045
                    ----------------------------------------
                    (Address of principal executive offices)

                GSE SYSTEMS, INC. 1995 LONG-TERM INCENTIVE PLAN
                          KOESTENBAUM OPTION AGREEMENT
                           MEULLER OPTION AGREEMENT
                -----------------------------------------------
                           (Full title of the plans)

                                  Dev Ganesan
                    Vice President - Finance and Accounting
                            8930 Stanford Boulevard
                            Columbia, Maryland 21045
                                (410) 312-3700                 
                -----------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)

                                    Copy to:

                               Robert B. Ott Esq.
                                Arnold & Porter
                            555 Twelfth Street, N.W.
                            Washington, D.C.  20004
                                 (202) 942-5000
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                             Proposed     
Title of                                     Maximum          Proposed
Securities                   Amount          Offering         Aggregate           Amount of
To Be                        To Be           Price Per        Offering            Registration
Registered                   Registered      Share            Price               Fee
- -------------------------------------------------------------------------------------------------
<S>                          <C>             <C>              <C>
Common Stock,                625,000         $13.26(1)        $8,286,484(1)       $2,857.76
$.01 par value               Shares                       
(1995 Long-Term                                           
Incentive Plan)                                           
                                                          
Common Stock,                8,000           $14.00(2)        $112,000(2)         $38.62
$.01 par value               Shares                       
(Koestenbaum                                              
Option                                                    
Agreement)                                                
                                                          
Common Stock,                2,000           $14.00(3)        $28,000(3)          $ 9.66
$.01 par value               Shares                       
(Meuller Option                                           
Agreement)                                                
                                                                                              
                                                                                  =========
                                                          
                                                           Total Registration Fee $2,906.04
- -------------------------------------------------------------------------------------------------
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) on the basis of (a) the average exercise
price ($14.14) at which outstanding options granted under the 1995 Long-Term
Incentive Plan may be exercised with respect to 367,516 shares of the
Registrant's Common Stock and (b) with respect to the remaining 257,484 shares
of Common Stock available for awards under such plan, the average of the high
and low sale prices of the Registrant's Common Stock as reported on 
July 18, 1996 on the Nasdaq National Market ($12.00) which date is within 5 
business days prior to the date of the filing of this Registration Statement.

(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) based upon the $14.00 exercise price of
the Koestenbaum Option Agreement.

(3)  Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) based upon the $14.00 exercise price of
the Meuller Option Agreement.
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The following documents filed by GSE Systems, Inc. (the
"Corporation" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

               (i)      The Corporation's Annual Report on Form 10-K for the
                        fiscal year ended December 31, 1995;

               (ii)     All other reports filed by the Corporation pursuant to
                        Section 13(a) or 15(d) of the Securities Exchange Act
                        of 1934, as amended (the "Exchange Act") since December
                        31, 1995; and

               (iii)    The description of the Corporation's Common Stock
                        contained in the Corporation's Registration Statement
                        pursuant to Section 12 of the Exchange Act, and any
                        amendment or report filed for the purpose of updating
                        such description.

               All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the Corporation's Common Stock offered hereby has
been sold or which withdraws from registration such Common Stock then remaining
unsold, shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4.  Description of Securities.

               Not applicable.





                                      II-1
<PAGE>   4
Item 5.  Interests of Named Experts and Counsel.

               The following financial statements, all of which are included in
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1995 that has been incorporated herein by reference, have been incorporated
herein in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing:

               (i)      The consolidated balance sheets of the Corporation as
                        of December 31, 1994 and 1995, and the related
                        consolidated statements of operations, changes in
                        stockholders' equity (deficit) and cash flows for the
                        period April 14, 1994 (date of inception) to December
                        31, 1994 and for the year ended December 31, 1995;

               (ii)     The consolidated statements of operations,
                        stockholder's equity and cash flows for the four month
                        period ended December 31, 1993 and for the period
                        January 1, 1994 through April 13, 1994 of Simulation,
                        Systems & Services Technologies Company ("S3
                        Technologies") and its immediate parent company, MSHI,
                        Inc. (formerly a wholly-owned subsidiary of ManTech
                        International Corporation), and the statements of
                        operations, stockholder's equity and cash flows of S3
                        Technologies (formerly a wholly-owned subsidiary of
                        Bicoastal Corporation) for the eight month period ended
                        August 31, 1993;

               (iii)    The statements of operations, stockholder's equity
                        (deficit) and cash flows of GP International
                        Engineering & Simulation, Inc. (formerly a wholly-owned
                        subsidiary of GPS Technologies, Inc. (now known as
                        SGLG, Inc.)) for the year ended December 31, 1993 and
                        for the period January 1, 1994 through April 13, 1994;
                        and

               (iv)     The statements of operations, stockholder's equity and
                        cash flows of EuroSim AB (formerly a wholly-owned
                        subsidiary of Vattenfall Engineering AB) for the year
                        ended December 31, 1993 and for the period January 1,
                        1994 through April 13, 1994.

               Thomas K. Milhollan, Corporate Counsel and Assistant Secretary
of the Corporation, has delivered his legal opinion that the shares of the





                                      II-2
<PAGE>   5
Corporation's Common Stock offered pursuant to the GSE Systems, Inc. 1995
Long-Term Incentive Plan (the "Incentive Plan"), the Koestenbaum Option
Agreement and the Meuller Option Agreement have been duly authorized by the
Corporation and that, when issued in accordance with the terms of the Incentive
Plan and such Option Agreements, as the case may be, the shares will be legally
issued, fully paid and nonassessable.  Mr. Milhollan is an officer of the
Corporation and is eligible to participate in the Incentive Plan.  As of July
25, 1996, he held unexercised stock options with respect to 2,500 shares of the
Corporation's Common Stock under the Incentive Plan.

Item 6.  Indemnification of Directors and Officers.

               Section 145 of the Delaware General Corporation Law ("DGCL"),
permits, under certain circumstances, the indemnification of any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation.  To the extent that a director,
officer, employee or agent of the corporation has been successful in defending
any such proceeding, the DGCL provides that he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

               With respect to a proceeding by or in the right of the
corporation, such person may be indemnified against expenses (including
attorneys' fees), actually and reasonably incurred, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation.  The DGCL provides, however, that indemnification
shall not be permitted in such a proceeding if such person is adjudged liable
to the corporation unless, and only to the extent that, the court, upon
application, determines, that he is entitled to indemnification under the
circumstances.  With respect to proceedings other than those brought by or in
the right of the corporation, notwithstanding the outcome of such a proceeding,
such person may be indemnified against judgments, fines, and amounts paid in
settlement, as well as expenses, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reason to believe
his conduct was unlawful.  Except with respect to mandatory indemnification of
expenses to successful defendants as described in the preceding paragraph or
pursuant to a court order, the indemnification described in this paragraph may
be made





                                      II-3
<PAGE>   6
only upon a determination in each specific case (1) by majority vote of the
directors that are not parties to the proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (3) by the stockholders.

               The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification.  Also, a
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.

               The Corporation has adopted provisions in its Second Amended and
Restated Certificate of Incorporation and Bylaws that provide for
indemnification of its officers and directors to the maximum extent permitted
under the DGCL.

               As authorized by the DGCL, the Corporation's Second Amended and
Restated Certificate of Incorporation limits the liability of directors of the
Corporation for monetary damages.  The effect of this provision is to eliminate
the rights of the Corporation and its stockholders  (through stockholders'
derivative suits on behalf of the Corporation) to recover monetary damages
against a director for breach of the fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in certain limited situations.  This provision does not limit or
eliminate the rights of the Corporation or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care.  This provision will not alter the liability of
directors under federal securities laws.

               The Corporation has purchased an insurance policy which purports
to insure the officers and directors of the Corporation against certain
liabilities incurred by them in the discharge of their functions as such
officers and directors, except for liabilities resulting from their own
malfeasance.

               The foregoing descriptions are general summaries only.
Reference is made to the full text of the Corporation's Second Amended and
Restated Certificate of Incorporation and Bylaws incorporated herein by
reference.





                                      II-4
<PAGE>   7
Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

               The exhibits listed on the Index of Exhibits of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

Item 9.  Undertakings.

               The undersigned Registrant hereby undertakes:

               1.       To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (i)        To include any prospectus required by
                                   Section 10(a)(3) of the Securities Act of
                                   1933, as amended (the "Securities Act").

                        (ii)       To reflect in the prospectus any facts or
                                   events arising after the effective date of
                                   the Registration Statement (or the most
                                   recent post-effective amendment thereof)
                                   which, individually or in the aggregate,
                                   represent a fundamental change in the
                                   information set forth in the Registration
                                   Statement.  Notwithstanding the foregoing,
                                   any increase or decrease in volume of
                                   securities offered (if the total dollar
                                   value of securities offered would not exceed
                                   that which was registered) and any deviation
                                   from the low or high end of the estimated
                                   maximum offering range may be reflected in
                                   the form of prospectus filed with the
                                   Commission pursuant to Rule 424(b) if, in
                                   the aggregate, the changes in volume and
                                   price represent no more than a 20% change in
                                   the maximum aggregate offering price set
                                   forth in the "Calculation of Registration
                                   Fee" table in the effective registration
                                   statement.

                        (iii)      To include any material information with
                                   respect to the plan of distribution not
                                   previously disclosed in





                                      II-5
<PAGE>   8
                                   the Registration Statement or any material
                                   change to such information in the
                                   Registration Statement.

                        Provided, however, that paragraphs (i) and (ii) do not
                        apply if the information required to be included in a
                        post-effective amendment by those paragraphs is
                        contained in periodic reports filed by the Registrant
                        pursuant to Section 13 or Section 15(d) of the Exchange
                        Act that are incorporated by reference in the
                        Registration Statement;

               2.       That, for the purpose of determining any liability
                        under the Securities Act, each such post-effective
                        amendment shall be deemed to be a new registration
                        statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof;

               3.       To remove from registration by means of a
                        post-effective amendment any of the securities being
                        registered which remain unsold at the termination of
                        the offering;

               4.       That, for purposes of determining any liability under
                        the Securities Act, each filing of the Registrant's
                        annual report pursuant to Section 13(a) or Section
                        15(d) of the Exchange Act that is incorporated by
                        reference in the Registration Statement shall be deemed
                        to be a new registration statement relating to the
                        securities offered therein, and the offering of such
                        securities at that time shall be deemed to be the
                        initial bona fide offering thereof; and

               5.       Insofar as indemnification for liabilities arising
                        under the Securities Act may be permitted to directors,
                        officers and controlling persons of the Registrant
                        pursuant to the foregoing provisions, or otherwise, the
                        Registrant has been advised that in the opinion of the
                        Commission such indemnification is against public
                        policy as expressed in the Securities Act and is,
                        therefore, unenforceable.  In the event that a claim
                        for indemnification against such liabilities (other
                        than the payment by the Registrant of expenses incurred
                        or paid by a director, officer or controlling person of
                        the Registrant in the successful defense of any action,
                        suit or proceeding) is asserted by such director,
                        officer or controlling person in connection with the
                        securities being





                                      II-6
<PAGE>   9
                        registered, the Registrant will, unless in the opinion
                        of its counsel the matter has been settled by
                        controlling precedent, submit to a court of appropriate
                        jurisdiction the question whether such indemnification
                        by it is against public policy as expressed in the
                        Securities Act and will be governed by the final
                        adjudication of such issue.





                                      II-7
<PAGE>   10
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of Maryland, on July 25, 1996.

                                              GSE SYSTEMS, INC.
                                              
                                              
                                              By:  /s/ WILLIAM E. KUHLMANN
                                                   -----------------------
                                                   William E. Kuhlmann
                                                   Chairman of the Board and
                                                   Chief Executive Officer



               Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on July 25, 1996.



Signatures                                    Titles
- ----------                                    ------

                *                             Chairman of the Board and
- ---------------------------------             Chief Executive Officer
William E. Kuhlmann                           (principal executive officer)
                                              


                *                             Vice President - Finance
- ---------------------------------             and Accounting
Dev Ganesan                                   (principal financial officer)
                                              


                *                             Director
- ---------------------------------                     
Rolf M.G. Falkenberg


                *                             Director
- ---------------------------------                     
Michael J. Cromwell, III






                                      II-8
<PAGE>   11

                *                             Director
- ---------------------------------                     
Jerome I. Feldman


                *                             Director
- ---------------------------------                     
Lars-Goran Mejvik


                *                             Director
- ---------------------------------                     
George J. Pedersen


                *                             Director
- ---------------------------------                     
Martin M. Pollak


                *                             Director
- ---------------------------------                     
Hans I. Ebenfelt


                *                             Director
- ---------------------------------                     
Sheldon L. Glashow


                *                             Director
- ---------------------------------                     
David E. Jeremiah


                *                             Director
- ---------------------------------                     
Sylvan Schefler


* By:  /s/  ROBERT W. STROUP   
       ------------------------
       Robert W. Stroup
       Attorney-In-Fact






                                      II-9
<PAGE>   12
                               INDEX OF EXHIBITS


Exhibit 4.1         Second Amended and Restated Certificate of Incorporation.
                    Incorporated herein by reference to Exhibit 3.1 filed as
                    part of the Form S-1 Registration Statement of the
                    Registrant (File No. 33-91530) under the Securities Act.

Exhibit 4.2         Amended and Restated Bylaws.  Incorporated herein by
                    reference to Exhibit 3.2 filed as part of Amendment No. 1
                    to the Form S-1 Registration Statement of the Registrant
                    (File No. 33-91530) under the Securities Act.

Exhibit 4.3         GSE Systems, Inc., 1995 Long-Term Incentive Plan.  Filed
                    herewith.

Exhibit 4.4         Koestenbaum Option Agreement.  Filed herewith.

Exhibit 4.5         Meuller Option Agreement.  Filed herewith.

Exhibit 5           Opinion of Thomas K. Milhollan with respect to the validity
                    of the Common Stock being registered.  Filed herewith.

Exhibit 23.1        Consent of Coopers & Lybrand L.L.P., Independent
                    Accountants.  Filed herewith.

Exhibit 23.2        Consent of Thomas K. Milhollan.  Contained in his opinion
                    filed as Exhibit 5 hereto.

Exhibit 24          Powers of Attorney of certain officers and directors of the
                    Corporation.  Filed herewith.





                                     II-10
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1

                        As filed with the Securities and
                      Exchange Commission on July 25, 1996

                          Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                          ----------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          ----------------------------

                               GSE Systems, Inc.                    
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                      52-1868008    
   --------------------------------                     -------------------
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)

                            8930 Stanford Boulevard
                            Columbia, Maryland 21045
                    ----------------------------------------
                    (Address of principal executive offices)

                GSE SYSTEMS, INC. 1995 LONG-TERM INCENTIVE PLAN
                          KOESTENBAUM OPTION AGREEMENT
                           MEULLER OPTION AGREEMENT
                -----------------------------------------------
                           (Full title of the plans)

                                  Dev Ganesan
                    Vice President - Finance and Accounting
                            8930 Stanford Boulevard
                            Columbia, Maryland 21045
                                (410) 312-3700                 
                -----------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)

                                    Copy to:

                               Robert B. Ott Esq.
                                Arnold & Porter
                            555 Twelfth Street, N.W.
                            Washington, D.C.  20004
                                 (202) 942-5000
2
                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
                                             Proposed     
Title of                                     Maximum          Proposed
Securities                   Amount          Offering         Aggregate           Amount of
To Be                        To Be           Price Per        Offering            Registration
Registered                   Registered      Share            Price               Fee
- -------------------------------------------------------------------------------------------------
Common Stock,                625,000         $13.26(1)        $8,286,484(1)       $2,857.76
$.01 par value               Shares                       
(1995 Long-Term                                           
Incentive Plan)                                           
                                                          
Common Stock,                8,000           $14.00(2)        $112,000(2)         $38.62
$.01 par value               Shares                       
(Koestenbaum                                              
Option                                                    
Agreement)                                                
                                                          
Common Stock,                2,000           $14.00(3)        $28,000(3)          $ 9.66
$.01 par value               Shares                       
(Meuller Option                                           
Agreement)                                                
                                                                                              
                                                                                  =========
                                                          
                                                           Total Registration Fee $2,906.04
- -------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) on the basis of (a) the average exercise
price ($14.14) at which outstanding options granted under the 1995 Long-Term
Incentive Plan may be exercised with respect to 367,516 shares of the
Registrant's Common Stock and (b) with respect to the remaining 257,484 shares
of Common Stock available for awards under such plan, the average of the high
and low sale prices of the Registrant's Common Stock as reported on 
July 18, 1996 on the Nasdaq National Market ($12.00) which date is within 5 
business days prior to the date of the filing of this Registration Statement.

(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) based upon the $14.00 exercise price of
the Koestenbaum Option Agreement.

(3)  Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) based upon the $14.00 exercise price of
the Meuller Option Agreement.
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The following documents filed by GSE Systems, Inc. (the
"Corporation" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

               (i)      The Corporation's Annual Report on Form 10-K for the
                        fiscal year ended December 31, 1995;

               (ii)     All other reports filed by the Corporation pursuant to
                        Section 13(a) or 15(d) of the Securities Exchange Act
                        of 1934, as amended (the "Exchange Act") since December
                        31, 1995; and

               (iii)    The description of the Corporation's Common Stock
                        contained in the Corporation's Registration Statement
                        pursuant to Section 12 of the Exchange Act, and any
                        amendment or report filed for the purpose of updating
                        such description.

               All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the Corporation's Common Stock offered hereby has
been sold or which withdraws from registration such Common Stock then remaining
unsold, shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4.  Description of Securities.

               Not applicable.

                                      II-1
4
Item 5.  Interests of Named Experts and Counsel.

               The following financial statements, all of which are included in
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1995 that has been incorporated herein by reference, have been incorporated
herein in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing:

               (i)      The consolidated balance sheets of the Corporation as
                        of December 31, 1994 and 1995, and the related
                        consolidated statements of operations, changes in
                        stockholders' equity (deficit) and cash flows for the
                        period April 14, 1994 (date of inception) to December
                        31, 1994 and for the year ended December 31, 1995;

               (ii)     The consolidated statements of operations,
                        stockholder's equity and cash flows for the four month
                        period ended December 31, 1993 and for the period
                        January 1, 1994 through April 13, 1994 of Simulation,
                        Systems & Services Technologies Company ("S3
                        Technologies") and its immediate parent company, MSHI,
                        Inc. (formerly a wholly-owned subsidiary of ManTech
                        International Corporation), and the statements of
                        operations, stockholder's equity and cash flows of S3
                        Technologies (formerly a wholly-owned subsidiary of
                        Bicoastal Corporation) for the eight month period ended
                        August 31, 1993;

               (iii)    The statements of operations, stockholder's equity
                        (deficit) and cash flows of GP International
                        Engineering & Simulation, Inc. (formerly a wholly-owned
                        subsidiary of GPS Technologies, Inc. (now known as
                        SGLG, Inc.)) for the year ended December 31, 1993 and
                        for the period January 1, 1994 through April 13, 1994;
                        and

               (iv)     The statements of operations, stockholder's equity and
                        cash flows of EuroSim AB (formerly a wholly-owned
                        subsidiary of Vattenfall Engineering AB) for the year
                        ended December 31, 1993 and for the period January 1,
                        1994 through April 13, 1994.

               Thomas K. Milhollan, Corporate Counsel and Assistant Secretary
of the Corporation, has delivered his legal opinion that the shares of the

                                      II-2
5
Corporation's Common Stock offered pursuant to the GSE Systems, Inc. 1995
Long-Term Incentive Plan (the "Incentive Plan"), the Koestenbaum Option
Agreement and the Meuller Option Agreement have been duly authorized by the
Corporation and that, when issued in accordance with the terms of the Incentive
Plan and such Option Agreements, as the case may be, the shares will be legally
issued, fully paid and nonassessable.  Mr. Milhollan is an officer of the
Corporation and is eligible to participate in the Incentive Plan.  As of July
25, 1996, he held unexercised stock options with respect to 2,500 shares of the
Corporation's Common Stock under the Incentive Plan.

Item 6.  Indemnification of Directors and Officers.

               Section 145 of the Delaware General Corporation Law ("DGCL"),
permits, under certain circumstances, the indemnification of any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation.  To the extent that a director,
officer, employee or agent of the corporation has been successful in defending
any such proceeding, the DGCL provides that he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

               With respect to a proceeding by or in the right of the
corporation, such person may be indemnified against expenses (including
attorneys' fees), actually and reasonably incurred, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation.  The DGCL provides, however, that indemnification
shall not be permitted in such a proceeding if such person is adjudged liable
to the corporation unless, and only to the extent that, the court, upon
application, determines, that he is entitled to indemnification under the
circumstances.  With respect to proceedings other than those brought by or in
the right of the corporation, notwithstanding the outcome of such a proceeding,
such person may be indemnified against judgments, fines, and amounts paid in
settlement, as well as expenses, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reason to believe
his conduct was unlawful.  Except with respect to mandatory indemnification of
expenses to successful defendants as described in the preceding paragraph or
pursuant to a court order, the indemnification described in this paragraph may
be made

                                      II-3
6
only upon a determination in each specific case (1) by majority vote of the
directors that are not parties to the proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (3) by the stockholders.

               The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification.  Also, a
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.

               The Corporation has adopted provisions in its Second Amended and
Restated Certificate of Incorporation and Bylaws that provide for
indemnification of its officers and directors to the maximum extent permitted
under the DGCL.

               As authorized by the DGCL, the Corporation's Second Amended and
Restated Certificate of Incorporation limits the liability of directors of the
Corporation for monetary damages.  The effect of this provision is to eliminate
the rights of the Corporation and its stockholders  (through stockholders'
derivative suits on behalf of the Corporation) to recover monetary damages
against a director for breach of the fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in certain limited situations.  This provision does not limit or
eliminate the rights of the Corporation or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care.  This provision will not alter the liability of
directors under federal securities laws.

               The Corporation has purchased an insurance policy which purports
to insure the officers and directors of the Corporation against certain
liabilities incurred by them in the discharge of their functions as such
officers and directors, except for liabilities resulting from their own
malfeasance.

               The foregoing descriptions are general summaries only.
Reference is made to the full text of the Corporation's Second Amended and
Restated Certificate of Incorporation and Bylaws incorporated herein by
reference.

                                      II-4
7
Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

               The exhibits listed on the Index of Exhibits of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

Item 9.  Undertakings.

               The undersigned Registrant hereby undertakes:

               1.       To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (i)        To include any prospectus required by
                                   Section 10(a)(3) of the Securities Act of
                                   1933, as amended (the "Securities Act").

                        (ii)       To reflect in the prospectus any facts or
                                   events arising after the effective date of
                                   the Registration Statement (or the most
                                   recent post-effective amendment thereof)
                                   which, individually or in the aggregate,
                                   represent a fundamental change in the
                                   information set forth in the Registration
                                   Statement.  Notwithstanding the foregoing,
                                   any increase or decrease in volume of
                                   securities offered (if the total dollar
                                   value of securities offered would not exceed
                                   that which was registered) and any deviation
                                   from the low or high end of the estimated
                                   maximum offering range may be reflected in
                                   the form of prospectus filed with the
                                   Commission pursuant to Rule 424(b) if, in
                                   the aggregate, the changes in volume and
                                   price represent no more than a 20% change in
                                   the maximum aggregate offering price set
                                   forth in the "Calculation of Registration
                                   Fee" table in the effective registration
                                   statement.

                        (iii)      To include any material information with
                                   respect to the plan of distribution not
                                   previously disclosed in

                                      II-5
8
                                   the Registration Statement or any material
                                   change to such information in the
                                   Registration Statement.

                        Provided, however, that paragraphs (i) and (ii) do not
                        apply if the information required to be included in a
                        post-effective amendment by those paragraphs is
                        contained in periodic reports filed by the Registrant
                        pursuant to Section 13 or Section 15(d) of the Exchange
                        Act that are incorporated by reference in the
                        Registration Statement;

               2.       That, for the purpose of determining any liability
                        under the Securities Act, each such post-effective
                        amendment shall be deemed to be a new registration
                        statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof;

               3.       To remove from registration by means of a
                        post-effective amendment any of the securities being
                        registered which remain unsold at the termination of
                        the offering;

               4.       That, for purposes of determining any liability under
                        the Securities Act, each filing of the Registrant's
                        annual report pursuant to Section 13(a) or Section
                        15(d) of the Exchange Act that is incorporated by
                        reference in the Registration Statement shall be deemed
                        to be a new registration statement relating to the
                        securities offered therein, and the offering of such
                        securities at that time shall be deemed to be the
                        initial bona fide offering thereof; and

               5.       Insofar as indemnification for liabilities arising
                        under the Securities Act may be permitted to directors,
                        officers and controlling persons of the Registrant
                        pursuant to the foregoing provisions, or otherwise, the
                        Registrant has been advised that in the opinion of the
                        Commission such indemnification is against public
                        policy as expressed in the Securities Act and is,
                        therefore, unenforceable.  In the event that a claim
                        for indemnification against such liabilities (other
                        than the payment by the Registrant of expenses incurred
                        or paid by a director, officer or controlling person of
                        the Registrant in the successful defense of any action,
                        suit or proceeding) is asserted by such director,
                        officer or controlling person in connection with the
                        securities being

                                      II-6
9
                        registered, the Registrant will, unless in the opinion
                        of its counsel the matter has been settled by
                        controlling precedent, submit to a court of appropriate
                        jurisdiction the question whether such indemnification
                        by it is against public policy as expressed in the
                        Securities Act and will be governed by the final
                        adjudication of such issue.

                                      II-7
10
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of Maryland, on July 25, 1996.

                                              GSE SYSTEMS, INC.
                                              
                                              
                                              By:  /s/ WILLIAM E. KUHLMANN
                                                   -----------------------
                                                   William E. Kuhlmann
                                                   Chairman of the Board and
                                                   Chief Executive Officer

               Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on July 25, 1996.

Signatures                                    Titles
- ----------                                    ------

                *                             Chairman of the Board and
- ---------------------------------             Chief Executive Officer
William E. Kuhlmann                           (principal executive officer)
                                              

                *                             Vice President - Finance
- ---------------------------------             and Accounting
Dev Ganesan                                   (principal financial officer)
                                              

                *                             Director
- ---------------------------------                     
Rolf M.G. Falkenberg

                *                             Director
- ---------------------------------                     
Michael J. Cromwell, III

                                      II-8
11

                *                             Director
- ---------------------------------                     
Jerome I. Feldman

                *                             Director
- ---------------------------------                     
Lars-Goran Mejvik

                *                             Director
- ---------------------------------                     
George J. Pedersen

                *                             Director
- ---------------------------------                     
Martin M. Pollak

                *                             Director
- ---------------------------------                     
Hans I. Ebenfelt

                *                             Director
- ---------------------------------                     
Sheldon L. Glashow

                *                             Director
- ---------------------------------                     
David E. Jeremiah

                *                             Director
- ---------------------------------                     
Sylvan Schefler

* By:  /s/  ROBERT W. STROUP   
       ------------------------
       Robert W. Stroup
       Attorney-In-Fact

                                      II-9
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                               INDEX OF EXHIBITS

Exhibit 4.1         Second Amended and Restated Certificate of Incorporation.
                    Incorporated herein by reference to Exhibit 3.1 filed as
                    part of the Form S-1 Registration Statement of the
                    Registrant (File No. 33-91530) under the Securities Act.

Exhibit 4.2         Amended and Restated Bylaws.  Incorporated herein by
                    reference to Exhibit 3.2 filed as part of Amendment No. 1
                    to the Form S-1 Registration Statement of the Registrant
                    (File No. 33-91530) under the Securities Act.

Exhibit 4.3         GSE Systems, Inc., 1995 Long-Term Incentive Plan.  Filed
                    herewith.

Exhibit 4.4         Koestenbaum Option Agreement.  Filed herewith.

Exhibit 4.5         Meuller Option Agreement.  Filed herewith.

Exhibit 5           Opinion of Thomas K. Milhollan with respect to the validity
                    of the Common Stock being registered.  Filed herewith.

Exhibit 23.1        Consent of Coopers & Lybrand L.L.P., Independent
                    Accountants.  Filed herewith.

Exhibit 23.2        Consent of Thomas K. Milhollan.  Contained in his opinion
                    filed as Exhibit 5 hereto.

Exhibit 24          Powers of Attorney of certain officers and directors of the
                    Corporation.  Filed herewith.

                                     II-10