GSE Systems, Inc.
9189 Red Branch Road
Columbia, MD 21045
August 23, 2005
VIA EDGAR
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Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Maryse Mills-Apenteng
Re: GSE Systems, Inc.
Registration Statement on Form S-2 (File No. 333-126472)
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Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, GSE Systems, Inc.
(the "Company") has requested that the effectiveness of the Company's
Registration Statement on Form S-2 (File No. 333-126472) be accelerated to 11:00
a.m. on Friday, August 26, 2005, or as soon thereafter as practicable.
The Company acknowledges that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Company may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
Sincerely,
GSE SYSTEMS, INC.
By /s/ Jeffery Hough
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Jeffery G. Hough
Senior Vice President and Chief
Financial Officer