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| FIRM and AFFILIATE OFFICES |
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| NEW YORK |
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| LONDON |
MICHAEL D. SCHWAMM |
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DIRECT DIAL: (212) 692-1054 |
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PERSONAL FAX: 212.208.4451 |
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E-MAIL: mdschwamm@duanemorris.com |
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www.duanemorris.com |
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August 18, 2009 |
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| BOCA RATON |
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| CHERRY HILL |
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| PRINCETON |
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| HO CHI MINH CITY |
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United States Securities & Exchange Commission | |
Division of Corporation Finance | |
100 F Street, NE | |
Washington, DC 20549 | |
Attention: | Ms. Katherine Ray |
| Staff Attorney |
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RE: | GSE Systems, Inc. |
| Registration Statement on Form S-3 |
| Filed on August 6, 2009 |
| File No. 333-161121 |
Dear Ms. Ray:
This letter is being submitted on behalf of GSE Systems, Inc. (the “Company”) in response to the oral comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed on August 17, 2009, with respect to the above-referenced registration statement on Form S-3 (the “Registration Statement”).
For your convenience, we have set forth below each of the Staff’s comments and the Company’s responses.
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1. | Incorporation by Reference: |
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| The “Incorporation By Reference” section has been revised to include a reference to filings after the date of the initial registration statement as well as to include the filings made by the Company since the date of the initial registration statement. |
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Duane Morris llp |
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1540 BROADWAY NEW YORK, NY 10036-4086 | PHONE: 212.692.1000 FAX: 212.692.1020 |
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Securities & Exchange Commission |
August 18, 2009 |
Page 2 |
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2. | Debt Securities: |
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| The Company has removed all references to debt securities from the registration statement. |
Following your review of the Company’s response to the Staff’s comments, the Company respectfully requests the Staff to entertain the Company’s request for acceleration of effectiveness of the Registration Statement.
Please feel free to call me at (212) 692-1054 to discuss any remaining concerns the Staff may have.
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| Very truly yours, |
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| /s/ Michael D. Schwamm |