<PAGE>   1
     As filed with the Securities and Exchange Commission on March 14, 1997

                                             REGISTRATION  NO. 333-
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                         GUNDLE/SLT ENVIRONMENTAL, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                     22-2731074
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                Identification Number)


                                19103 GUNDLE ROAD
                              HOUSTON, TEXAS 77073
                                 (281) 443-8564
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                         GUNDLE/SLT ENVIRONMENTAL, INC.
         1996 NONQUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                              (Full Title of Plan)

                                 ROGER J. KLATT
                         GUNDLE/SLT ENVIRONMENTAL, INC.
                                19103 GUNDLE ROAD
                            HOUSTON, TEXAS 77073-2370
                                 (281) 443-8564
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                                 KATHY L. TEDORE
                             PORTER & HEDGES, L.L.P.
                            700 LOUISIANA, SUITE 3500
                              HOUSTON, TEXAS 77002
                                 (713) 226-0600
                             _______________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                                                  PROPOSED
                                                                   MAXIMUM               PROPOSED           AMOUNT OF
                                              AMOUNT TO           OFFERING           MAXIMUM AGGREGATE    REGISTRATION
                TITLE OF                  BE REGISTERED(1)        PRICE PER          OFFERING PRICE(2)         FEE
       SECURITIES TO BE REGISTERED                                SHARE(2)
----------------------------------------  -----------------  -------------------  ---------------------- ---------------
<S>                                       <C>                <C>                  <C>                    <C>
Common Stock, par value $.01 per share         100,000              $7.25                $725,000             $220
========================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(a), also registered hereunder is an indeterminate
     number of shares of Common Stock issuable as a result of the anti-
     dilution provisions of the Gundle/SLT Environmental, Inc. 1996 
     Nonqualified Stock Option Plan for Non-Employee Directors (the "Plan").

(2)  Pursuant to Rule 457(c), the registration fee is calculated on the
     basis of the average of the high and low price per share of Common
     Stock, as quoted on the New York Stock Exchange on March 11, 1997.
     Pursuant to Rule 457(h), the registration fee is calculated with
     respect to the maximum number of the registrant's securities issuable
     under the Plan.



<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Gundle/SLT Environmental, Inc., a Delaware corporation (the
"Company"), hereby incorporates by reference into this registration statement
(the "Registration Statement") the contents of its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, as filed with the Securities and
Exchange Commission (the "Commission").

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. The Company
will provide, without charge, each participant in the Company's 1996
Nonqualified Stock Option Plan for Non-Employee Directors (the "Plan"), on
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company has authorized 30,000,000 shares of common stock, $.01 par
value ("Common Stock"). Each share of Common Stock has one vote on all matters
presented to the stockholders. Since the Common Stock does not have cumulative
voting rights, the holders of more than 50% of the shares may, if they choose to
do so, elect all of the directors and, in that event, the holders of the
remaining shares will not be able to elect any directors. Subject to the rights
and preferences of any preferred stock, $1.00 par value ("Preferred Stock"),
which may be designated and issued, the holders of Common Stock are entitled to
dividends when and as declared by the board of directors and are entitled on
liquidation to all assets remaining after payment of liabilities. The Company is
authorized to issue 1,000,000 shares of Preferred Stock, none of which is
currently outstanding. The Common Stock has no preemptive or other subscription
rights. There are no conversion rights or sinking fund provisions with respect
to the Common Stock.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was



                                       -2-

<PAGE>   3



brought. In any other type of proceeding, the indemnification may extend to
judgments, fines and amounts paid in settlement, actually and reasonably
incurred in connection with such other proceeding, as well as to expenses.

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.

         The Company's Restated Certificate of Incorporation and Amended and
Restated Bylaws require the Company to indemnify the Company's directors to the
fullest extent authorized by the DGCL or any other applicable law in effect, and
to implement such provisions the Company has entered into contractual indemnity
agreements with its directors and executive officers. The Company's Amended and
Restated Certificate of Incorporation limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty.

         The Company has purchased insurance on behalf of its directors and
officers against certain liabilities which may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the Company, or
that may arise out of their status as directors or officers of the Company,
including liabilities under the federal and state securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.


   4.1  The Company's 1996 Nonqualified Stock Option Plan for Non-Employee 
          Directors

   5.1  Opinion of Porter & Hedges, L.L.P.

  23.1  Consent of Ernst & Young LLP.

  23.2  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

  24.1  Power of Attorney (included on the signature page hereto)

ITEM 9.  UNDERTAKINGS.

         A.       Undertaking to Update

                  The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement:




                                       -3-

<PAGE>   4



                                    (i)  To include any prospectus required by
                           section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in this Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high and of the estimated
                           maximum offering range may be reflected in the form
                           of a prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective registration statement.

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the registration statement or
                           any material change to such information in this
                           Registration Statement;

                  Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
                  this section do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section 15(d) of the Exchange Act, that are
                  incorporated by reference in this Registration Statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         B.       Undertaking With Respect to Documents Incorporated by 
                  Reference

                  The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 that is incorporated by reference in the
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         C.       Undertaking with Respect to Delivery of Documents

                           (1) The undersigned registrant hereby undertakes to
                  deliver or cause to be delivered with the documents
                  constituting the prospectus to each participant to whom such
                  prospectus is sent or given, a copy of the registrant's annual
                  report to stockholders for its last fiscal year, unless such
                  participant otherwise has received a copy of such report in
                  which case the registrant shall state in such prospectus that
                  it will promptly furnish, without charge, a copy of such
                  report on written request of the participant.




                                       -4-

<PAGE>   5



                           (2) The undersigned registrant hereby undertakes to
                  transmit or cause to be transmitted to all participants who do
                  not otherwise receive such material as stockholders of the
                  registrant, at the time and in the manner such material is
                  sent to its stockholders, copies of all reports, proxy
                  statements and other communications distributed to its
                  stockholders generally.

         D.       Undertaking With Respect to Indemnification

                           Insofar as indemnification for liabilities arising
                  under the Securities Act may be permitted to directors,
                  officers and controlling persons of the registrant pursuant to
                  the foregoing provisions, or otherwise, the registrant has
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.







                            [SIGNATURE PAGE FOLLOWS]




                                       -5-

<PAGE>   6



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of Gundle/SLT Environmental, Inc., do hereby constitute and appoint
William P. Reid and Roger J. Klatt, or either of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name and on our
behalf in our capacities as directors and officers, and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Commission, in connection
with the filing of this Registration Statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on March 14, 1997.

                                      GUNDLE/SLT ENVIRONMENTAL, INC.

                                       By: /s/ William P. Reid
                                          _____________________________________
                                          William P. Reid,
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 14, 1997.


          SIGNATURE                                    TITLE
          ---------                                    -----

_______________________________                Chairman of the Board
        Samir T. Badawi

    /s/ William P. Reid                         Director, President
_______________________________             and Chief Executive Officer
        William P. Reid                    (Principal Executive Officer)


      /s/ Roger J. Klatt                       Senior Vice President
_______________________________            and Chief Financial Officer
        Roger J. Klatt              (Principal Financial and Accounting Officer)


_______________________________                      Director
       Ahmed Y. Khalawi


   /s/ T. William Porter                             Director
_______________________________
     T. William Porter


      /s/ Hugh L. Rice                               Director
_______________________________
        Hugh L. Rice

   /s/ Brian D. Young
_______________________________                      Director
       Brian D. Young


     /s/ James R. Burke
_______________________________                      Director
       James R. Burke




                                       -6-

<PAGE>   7


                                INDEX TO EXHIBITS



     Exhibit                         Description
     -------                         -----------

       4.1         The Company's 1996 Nonqualified Stock Option Plan for
                   Non-Employee Directors

       5.1         Opinion of Porter & Hedges, L.L.P.

       23.1        Consent of Ernst & Young LLP.

       23.2        Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

       24.1        Power of Attorney (included on the signature page hereto)
[{"type": "S-8", "sequence": "1", "description": "GUNDLE/SLT ENVIRONMENTAL, INC.", "secsgml_size_bytes": 21501}]
{"company-data": {"conformed-name": "GUNDLE SLT ENVIRONMENTAL INC", "cik": "0000805023", "assigned-sic": "3081", "irs-number": "222731074", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23299", "film-number": "97556537"}, "business-address": {"street1": "19103 GUNDLE RD", "city": "HOUSTON", "state": "TX", "zip": "77073", "phone": "7134438564"}, "mail-address": {"street1": "19103 GUNDLE ROAD", "city": "HOUSTON", "state": "TX", "zip": "77073"}, "former-company": [{"former-conformed-name": "GSE LINING TECHNOLOGY INC", "date-changed": "19960513"}, {"former-conformed-name": "GUNDLE ENVIRONMENTAL SYSTEMS INC", "date-changed": "19920703"}]}
1
     As filed with the Securities and Exchange Commission on March 14, 1997

                                             REGISTRATION  NO. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         GUNDLE/SLT ENVIRONMENTAL, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                     22-2731074
  (State or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                Identification Number)

                                19103 GUNDLE ROAD
                              HOUSTON, TEXAS 77073
                                 (281) 443-8564
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                         GUNDLE/SLT ENVIRONMENTAL, INC.
         1996 NONQUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                              (Full Title of Plan)

                                 ROGER J. KLATT
                         GUNDLE/SLT ENVIRONMENTAL, INC.
                                19103 GUNDLE ROAD
                            HOUSTON, TEXAS 77073-2370
                                 (281) 443-8564
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                                 KATHY L. TEDORE
                             PORTER & HEDGES, L.L.P.
                            700 LOUISIANA, SUITE 3500
                              HOUSTON, TEXAS 77002
                                 (713) 226-0600
                             _______________________

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                  PROPOSED
                                                                   MAXIMUM               PROPOSED           AMOUNT OF
                                              AMOUNT TO           OFFERING           MAXIMUM AGGREGATE    REGISTRATION
                TITLE OF                  BE REGISTERED(1)        PRICE PER          OFFERING PRICE(2)         FEE
       SECURITIES TO BE REGISTERED                                SHARE(2)
----------------------------------------  -----------------  -------------------  ---------------------- ---------------
Common Stock, par value $.01 per share         100,000              $7.25                $725,000             $220
========================================================================================================================
(1)  Pursuant to Rule 416(a), also registered hereunder is an indeterminate
     number of shares of Common Stock issuable as a result of the anti-
     dilution provisions of the Gundle/SLT Environmental, Inc. 1996 
     Nonqualified Stock Option Plan for Non-Employee Directors (the "Plan").

(2)  Pursuant to Rule 457(c), the registration fee is calculated on the
     basis of the average of the high and low price per share of Common
     Stock, as quoted on the New York Stock Exchange on March 11, 1997.
     Pursuant to Rule 457(h), the registration fee is calculated with
     respect to the maximum number of the registrant's securities issuable
     under the Plan.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          Gundle/SLT Environmental, Inc., a Delaware corporation (the
"Company"), hereby incorporates by reference into this registration statement
(the "Registration Statement") the contents of its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, as filed with the Securities and
Exchange Commission (the "Commission").

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. The Company
will provide, without charge, each participant in the Company's 1996
Nonqualified Stock Option Plan for Non-Employee Directors (the "Plan"), on
written or oral request of such person, a copy (without exhibits, unless such
exhibits are specifically incorporated by reference) of any or all of the
documents incorporated by reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The Company has authorized 30,000,000 shares of common stock, $.01 par
value ("Common Stock"). Each share of Common Stock has one vote on all matters
presented to the stockholders. Since the Common Stock does not have cumulative
voting rights, the holders of more than 50% of the shares may, if they choose to
do so, elect all of the directors and, in that event, the holders of the
remaining shares will not be able to elect any directors. Subject to the rights
and preferences of any preferred stock, $1.00 par value ("Preferred Stock"),
which may be designated and issued, the holders of Common Stock are entitled to
dividends when and as declared by the board of directors and are entitled on
liquidation to all assets remaining after payment of liabilities. The Company is
authorized to issue 1,000,000 shares of Preferred Stock, none of which is
currently outstanding. The Common Stock has no preemptive or other subscription
rights. There are no conversion rights or sinking fund provisions with respect
to the Common Stock.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action.

         In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was

                                       -2-
3

brought. In any other type of proceeding, the indemnification may extend to
judgments, fines and amounts paid in settlement, actually and reasonably
incurred in connection with such other proceeding, as well as to expenses.

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.

         The Company's Restated Certificate of Incorporation and Amended and
Restated Bylaws require the Company to indemnify the Company's directors to the
fullest extent authorized by the DGCL or any other applicable law in effect, and
to implement such provisions the Company has entered into contractual indemnity
agreements with its directors and executive officers. The Company's Amended and
Restated Certificate of Incorporation limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty.

         The Company has purchased insurance on behalf of its directors and
officers against certain liabilities which may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the Company, or
that may arise out of their status as directors or officers of the Company,
including liabilities under the federal and state securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

   4.1  The Company's 1996 Nonqualified Stock Option Plan for Non-Employee 
          Directors

   5.1  Opinion of Porter & Hedges, L.L.P.

  23.1  Consent of Ernst & Young LLP.

  23.2  Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

  24.1  Power of Attorney (included on the signature page hereto)

ITEM 9.  UNDERTAKINGS.

         A.       Undertaking to Update

                  The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement:

                                       -3-
4

                                    (i)  To include any prospectus required by
                           section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in this Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high and of the estimated
                           maximum offering range may be reflected in the form
                           of a prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective registration statement.

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the registration statement or
                           any material change to such information in this
                           Registration Statement;

                  Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
                  this section do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the registrant pursuant
                  to Section 13 or Section 15(d) of the Exchange Act, that are
                  incorporated by reference in this Registration Statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         B.       Undertaking With Respect to Documents Incorporated by 
                  Reference

                  The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 that is incorporated by reference in the
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         C.       Undertaking with Respect to Delivery of Documents

                           (1) The undersigned registrant hereby undertakes to
                  deliver or cause to be delivered with the documents
                  constituting the prospectus to each participant to whom such
                  prospectus is sent or given, a copy of the registrant's annual
                  report to stockholders for its last fiscal year, unless such
                  participant otherwise has received a copy of such report in
                  which case the registrant shall state in such prospectus that
                  it will promptly furnish, without charge, a copy of such
                  report on written request of the participant.

                                       -4-
5

                           (2) The undersigned registrant hereby undertakes to
                  transmit or cause to be transmitted to all participants who do
                  not otherwise receive such material as stockholders of the
                  registrant, at the time and in the manner such material is
                  sent to its stockholders, copies of all reports, proxy
                  statements and other communications distributed to its
                  stockholders generally.

         D.       Undertaking With Respect to Indemnification

                           Insofar as indemnification for liabilities arising
                  under the Securities Act may be permitted to directors,
                  officers and controlling persons of the registrant pursuant to
                  the foregoing provisions, or otherwise, the registrant has
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                            [SIGNATURE PAGE FOLLOWS]

                                       -5-
6

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of Gundle/SLT Environmental, Inc., do hereby constitute and appoint
William P. Reid and Roger J. Klatt, or either of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name and on our
behalf in our capacities as directors and officers, and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Commission, in connection
with the filing of this Registration Statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on March 14, 1997.

                                      GUNDLE/SLT ENVIRONMENTAL, INC.

                                       By: /s/ William P. Reid
                                          _____________________________________
                                          William P. Reid,
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 14, 1997.

          SIGNATURE                                    TITLE
          ---------                                    -----

_______________________________                Chairman of the Board
        Samir T. Badawi

    /s/ William P. Reid                         Director, President
_______________________________             and Chief Executive Officer
        William P. Reid                    (Principal Executive Officer)

      /s/ Roger J. Klatt                       Senior Vice President
_______________________________            and Chief Financial Officer
        Roger J. Klatt              (Principal Financial and Accounting Officer)

_______________________________                      Director
       Ahmed Y. Khalawi

   /s/ T. William Porter                             Director
_______________________________
     T. William Porter

      /s/ Hugh L. Rice                               Director
_______________________________
        Hugh L. Rice

   /s/ Brian D. Young
_______________________________                      Director
       Brian D. Young

     /s/ James R. Burke
_______________________________                      Director
       James R. Burke

                                       -6-
7

                                INDEX TO EXHIBITS

     Exhibit                         Description
     -------                         -----------

       4.1         The Company's 1996 Nonqualified Stock Option Plan for
                   Non-Employee Directors

       5.1         Opinion of Porter & Hedges, L.L.P.

       23.1        Consent of Ernst & Young LLP.

       23.2        Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)

       24.1        Power of Attorney (included on the signature page hereto)