EXHIBIT 21.1

                                GSE SYSTEMS, INC.
                                    FORM 10-K
                      For the Year Ended December 31, 1998



SUBSIDIARIES OF REGISTRANT


     The  companies  listed below are directly or  indirectly  owned 100% by GSE
Systems,  Inc. and are included in its  consolidated  financial  statements.  GS
Information  Systems FSC Ltd, GSE Systems  International  Ltd,  MSHI,  Inc., GSE
Power Systems AB and GSE Process  Solutions,  Inc. are wholly owned subsidiaries
of GSE Systems,  Inc. GP  International  Engineering & Simulation,  Inc. and GSE
Services Company L.L.C. are wholly owned subsidiaries of GSE Power Systems, Inc.
which is a wholly owned subsidiary of MSHI, Inc. GSE Process Solutions B.V. is a
wholly owned subsidiary of GSE Process  Solutions,  Inc.  GSE Process  Solutions
Belgium N.V. and GSE Process Solutions  Singapore (Pte) Limited are wholly owned
subsidiaries  of GSE Process  Solutions B.V. J. L. Ryan,  Inc.,  acquired by GSE
Power  Systems,  Inc. in December  1997, has been merged with and into GSE Power
Systems,  Inc. as of  February  1998,  with GSE Power  Systems,  Inc.  being the
surviving corporation.


Name                                                Jurisdiction of Organization
- ----                                                ----------------------------
GS Information Systems FSC Ltd.                     Barbados
GSE Systems International Ltd.                      State of Delaware
MSHI, Inc.                                          State of Virginia
GSE Power Systems, Inc.                             State of Delaware
GP International Engineering & Simulation, Inc.     State of Delaware
GSE Services Company L.L.C.                         State of Delaware
GSE Power Systems AB                                Sweden
GSE Process Solutions, Inc.                         State of Delaware
GSE Process Solutions B.V.                          Netherlands
GSE Process Solutions Belgium N.V.                  Belgium
GSE Process Solutions Singapore (Pte) Limited       Singapore