S3/A withdrawal
July
26,
2006
VIA
EDGAR
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Judiciary
Plaza
Washington,
DC 20549
Re:
GSE Systems, Inc.
Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3
Accession
Number: 0000944480-06-000043
Form
AW
Application for Withdrawal
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), GSE Systems, Inc., a Delaware corporation (the “Company”),
hereby requests the immediate withdrawal of its Pre-Effective Amendment No.
1 to
its Registration Statement on Form S-3 (File No. 333-126472) (the “Pre-Effective
Amendment”) that was filed on July 25, 2006. The Pre-Effective Amendment
was intended to amend the Company’s Registration Statement on Form S-3 (File No.
333-134569) (the “Registration Statement”) filed on May 30, 2006, but
inadvertently referred to SEC File 333-126472 (the file number for an S-2/A
filing made on August 24, 2005) on its cover page when in fact it should have
referred to the file number for the Registration Statement (File No.
333-134569).
Accordingly,
the Company is requesting that the Pre-Effective Amendment that was filed on
July 25, 2006 be withdrawn and is re-filing a new pre-effective amendment to
the
Registration Statement that will include the correct SEC File Number on the
cover page as well as reference to the correct registration statement form
originally used in filing the Registration Statement on Form S-3. The Company
confirms that no securities have been sold in connection with the Pre-Effective
Amendment.
Please
contact our outside legal counsel, James R. Hagerty, Esq., of Kalbian Hagerty
LLP should you have further questions regarding our request for withdrawal.
Mr. Hagerty may be reached at 202-223-5600. Thank you for your
assistance in this matter.
Very
truly yours,
GSE
SYSTEMS, INC.
/s/
John V. Moran
John
V.
Moran, Chief Executive Officer