December 12, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: GSE Holding, Inc. (the Company)
File No. 333-175475
Registration Statement on Form S-1
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Securities Act), we, as representatives of the several underwriters, hereby join the Company in requesting that the effective date for the registration statement referred to above be accelerated so that it may become effective at 4:00 p.m. Eastern Time on December 14, 2011 or as soon thereafter as possible.
In connection with the foregoing and pursuant to Rule 460 under the Securities Act, please be advised that between November 30, 2011 and December 12, 2011, the Underwriters distributed copies of the preliminary prospectus dated November 29, 2011 as follows:
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No. of Copies |
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Prospective Underwriters |
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0 |
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Dealers |
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0 |
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Institutions |
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2,047 |
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Others |
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1,136 |
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Total |
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3,183 |
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The undersigned, as representatives of the several Underwriters, have and will, and each Underwriter and dealer has advised the undersigned that it has and will, comply with SEC release No. 33-4968 and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
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Sincerely, | |
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OPPENHEIMER & CO. INC. | |
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FBR & CO. | |
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For themselves and as Representatives | |
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of the several Underwriters | |
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By: OPPENHEIMER & CO. INC. | |
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By: |
/s/ Andrew MacInnes |
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Name: |
Andrew MacInnes |
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Title: |
Head of Equity Capital Markets |
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By: FBR & CO. | |
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By: |
/s/ Paul Dellisola |
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Name: |
Paul Dellisola |
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Title: |
Senior Managing Director |