<PAGE>   1

    As filed with the Securities and Exchange Commission on March 15, 1996.

                                                     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
                                (713) 443-8564
  (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                  REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           ------------------------

                        GUNDLE/SLT ENVIRONMENTAL, INC.
                AMENDED AND RESTATED 1995 INCENTIVE STOCK PLAN
                             (FULL TITLE OF PLAN)


                                ROGER J. KLATT
                        GUNDLE/SLT ENVIRONMENTAL, INC.
                              19103 GUNDLE ROAD
                             HOUSTON, TEXAS 77073
                                (713) 443-8564
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                            OF AGENT FOR SERVICE)

                               With copies to:

                           PORTER & HEDGES, L.L.P.
                          700 LOUISIANA, SUITE 3500
                             HOUSTON, TEXAS 77002
                           ATTN: T. WILLIAM PORTER
                                (713) 226-0600

                           ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
                                                             Proposed 
                                                             Maximum                  Proposed                Amount of
       Title of                        Amount to             Offering             Maximum Aggregate         Registration
Securities to be Registered          be Registered(1)    Price Per Share(2)       Offering Price(2)             Fee
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                 <C>                      <C>                       <C>
Common Stock, par value $.01 per        1,750,000            $5.675                 $9,931,250               $3,425
share
========================================================================================================================
</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. Amended and Restated 1995
      Incentive Stock Plan (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 American Stock Exchange, Inc. on March 13, 1996. 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.

         The contents of the following documents filed by Gundle/SLT
Environmental, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") are incorporated into
this registration statement (the "Registration Statement") by reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year 
                  ended December 31, 1995;
      
         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of 
                  the Securities Exchange Act of 1934, as amended (the 
                  "Exchange Act"), since December 31, 1995; and

         (c)      The description of the Company's common stock, par value 
                  $.01 per share (the "Common Stock"), set forth in the 
                  Company's registration statement on Form S-2 (No. 33-39548), 
                  filed with the Commission on March 22, 1991 and all 
                  amendments and reports filed thereafter for the purpose of 
                  updating such description.

         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 1995 Amended and Restated Incentive Stock Plan (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.

         Not applicable.

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 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 brought. In any




                                     -2-
<PAGE>   3
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 be 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 Amended and 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.

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

        4.1        The Company's Amended and Restated 1995 Incentive Stock Plan.

        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).

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:

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




                                     -3-
<PAGE>   4
                                   (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 the 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 prospectus filed with the Commission pursuant to 
                          Rule 424(b) if, in the aggregate, the changes in 
                          volume and price represent no more than 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 the 
                          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 Securities
                  Exchange Act of 1934 that are incorporated by reference in
                  the registration statement.
        
                          (2)      That, for the purpose of determining any 
                  liability under the Securities Act of 1933, 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.
        
                          (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.




                                     -4-
                        
<PAGE>   5

D.      Undertaking With Respect to Indemnification

        Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 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.





                                     -5-
 










<PAGE>   6
                                  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, 1996.

                                       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, 1996.


<TABLE>
<CAPTION>
          SIGNATURE                                                     TITLE
          ---------                                                     -----
<S>                                                       <C>
    /s/  SAMIR T. BADAWI                                         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
</TABLE>




                                     -6-



<PAGE>   7
<TABLE>
<S>                                                       <C>
                                                          Director 
------------------------------
        Brian D. Young
</TABLE>




                                     -7-



<PAGE>   8
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
 Exhibit                                 Description                                        
 -------                                 -----------                                          
                                                                                               
<S>                        <C>                                                            
 4.1                       The Company's 1995 Amended and Restated Incentive Stock
                           Plan.

 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
                           opinion).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "GUNDLE/SLT ENVIRONMENTAL, INC. - FORM S-8", "secsgml_size_bytes": 20749}]
{"company-data": {"conformed-name": "GUNDLE ENVIRONMENTAL SYSTEMS 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": "333-01759", "film-number": "96535617"}, "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"}}
1

    As filed with the Securities and Exchange Commission on March 15, 1996.

                                                     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
                                (713) 443-8564
  (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                  REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           ------------------------

                        GUNDLE/SLT ENVIRONMENTAL, INC.
                AMENDED AND RESTATED 1995 INCENTIVE STOCK PLAN
                             (FULL TITLE OF PLAN)

                                ROGER J. KLATT
                        GUNDLE/SLT ENVIRONMENTAL, INC.
                              19103 GUNDLE ROAD
                             HOUSTON, TEXAS 77073
                                (713) 443-8564
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                            OF AGENT FOR SERVICE)

                               With copies to:

                           PORTER & HEDGES, L.L.P.
                          700 LOUISIANA, SUITE 3500
                             HOUSTON, TEXAS 77002
                           ATTN: T. WILLIAM PORTER
                                (713) 226-0600

                           ------------------------

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                             Proposed 
                                                             Maximum                  Proposed                Amount of
       Title of                        Amount to             Offering             Maximum Aggregate         Registration
Securities to be Registered          be Registered(1)    Price Per Share(2)       Offering Price(2)             Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per        1,750,000            $5.675                 $9,931,250               $3,425
share
========================================================================================================================
(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. Amended and Restated 1995
      Incentive Stock Plan (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 American Stock Exchange, Inc. on March 13, 1996. 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.

         The contents of the following documents filed by Gundle/SLT
Environmental, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") are incorporated into
this registration statement (the "Registration Statement") by reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year 
                  ended December 31, 1995;
      
         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of 
                  the Securities Exchange Act of 1934, as amended (the 
                  "Exchange Act"), since December 31, 1995; and

         (c)      The description of the Company's common stock, par value 
                  $.01 per share (the "Common Stock"), set forth in the 
                  Company's registration statement on Form S-2 (No. 33-39548), 
                  filed with the Commission on March 22, 1991 and all 
                  amendments and reports filed thereafter for the purpose of 
                  updating such description.

         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 1995 Amended and Restated Incentive Stock Plan (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.

         Not applicable.

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 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 brought. In any

                                     -2-
3
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 be 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 Amended and 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.

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

        4.1        The Company's Amended and Restated 1995 Incentive Stock Plan.

        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).

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:

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

                                     -3-
4
                                   (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 the 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 prospectus filed with the Commission pursuant to 
                          Rule 424(b) if, in the aggregate, the changes in 
                          volume and price represent no more than 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 the 
                          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 Securities
                  Exchange Act of 1934 that are incorporated by reference in
                  the registration statement.
        
                          (2)      That, for the purpose of determining any 
                  liability under the Securities Act of 1933, 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.
        
                          (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.

                                     -4-
5

D.      Undertaking With Respect to Indemnification

        Insofar as indemnification for liabilities arising under the Securities
        Act of 1933 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.

                                     -5-
6
                                  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, 1996.

                                       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, 1996.
SIGNATURE                                                     TITLE
          ---------                                                     -----
/s/  SAMIR T. BADAWI                                         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
-6-
7
Director 
------------------------------
        Brian D. Young
-7-
8
                               INDEX TO EXHIBITS
Exhibit                                 Description                                        
 -------                                 -----------
4.1                       The Company's 1995 Amended and Restated Incentive Stock
                           Plan.

 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
                           opinion).