EXHIBIT 99
                                GSE SYSTEMS, INC.
                    PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                           To be held on May 28, 2003

     The undersigned hereby constitutes and appoints Jeffery G. Hough and/or
Richard J. Luebke, as attorneys and proxies with full power of substitution, to
attend and vote all of the shares which the undersigned is entitled to vote at
the annual meeting of stockholders of GSE Systems, Inc. (the "Company") to be
held at the Company's headquarters at 9189 Red Branch Road, Columbia, Maryland
21045 at 10:30 a.m. local time, on May 28, 2003 and at any and all adjournments
or postponements of the meeting, with the same force and effect as if the
undersigned were personally present and the undersigned hereby instructs said
attorneys and proxies to vote as follows with respect to the matters described
in the accompanying proxy statement:

1.   To elect  three  persons to serve as Class II  Directors  on the  Company's
     board of  directors,  for a term of three years or until  their  successors
     have been elected and  qualified.  The  following  three  persons have been
     nominated to serve as directors:  Scott N.  Greenberg,  Joseph W. Lewis and
     John A. Moore, Jr.

|_| FOR all nominees listed above   |_|  WITHHOLD  AUTHORITY  to  vote  for  all
                                          nominees listed above

_______________________________________________________________________________
INSTRUCTIONS:  To  withhold  authority  to vote  for any one or more  individual
nominees, line through or otherwise strike out the name of any nominee.

2.   To ratify the appointment of KPMG LLP as the Company's  independent  public
     accountants for the current fiscal year.
|_| FOR                     |_| AGAINST                          |_| ABSTAIN

To transact such other business as may properly come before the annual meeting
or at any adjournments or postponements thereof.

                          (Please sign on reverse side)





                           (continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY,
WHICH RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES LISTED IN ITEM 1 AND FOR ITEM
2. AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING, SAID
PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.

This proxy will be voted in the manner directed herein. If no direction is
given, the proxy will be voted FOR the election of all director nominees listed
in Item 1 and FOR Item 2. The undersigned acknowledges receipt of the
accompanying notice of annual meeting and proxy statement.

o Please indicate by check mark if you plan to attend the annual meeting of
stockholders.


                            DATED:_____________________________,2003


                                 ______________________________
                                    (Signature)


                                 ______________________________
                                    (Signature)


               NOTE:  Please sign  exactly as your name or names  appear on this
               card. Joint owners should each sign  personally.  When signing as
               attorney,  executor,   administrator,   personal  representative,
               trustee or  guardian,  please give full  titles as such.  (Please
               sign, date and return this proxy in the enclosed envelope.)