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:

	No. of Copies
Prospective Underwriters	0
Dealers	0
Institutions	2,047
Others	1,136
Total	3,183

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]

Sincerely,
OPPENHEIMER & CO. INC.
FBR & CO.
For themselves and as Representatives
of the several Underwriters
By: OPPENHEIMER & CO. INC.
By:	/s/ Andrew MacInnes
Name:	Andrew MacInnes
Title:	Head of Equity Capital Markets
By: FBR & CO.
By:	/s/ Paul Dellisola
Name:	Paul Dellisola
Title:	Senior Managing Director