UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 1228, 2014

GSE Holding, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35382	77-0619069
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

19103 Gundle Road

Houston, TX 77073

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 443-8564

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 53.0201 -Notice ~~Departure~~ of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

~~Effective~~GSE asHolding, ofInc. ~~February~~(the ~~12,~~“Company”) ~~2014,~~received ~~the~~notification ~~Board~~on ofFebruary ~~Directors~~28, of2014 ~~GSE~~from ~~Holding~~NYSE Regulation, Inc. (~~the~~ “~~Company~~NYSE Regulation”) ~~approved~~stating anthat, ~~incentive~~because ~~plan (~~the ~~“Incentive~~Company ~~Plan”)~~was ~~for~~not ~~its~~in ~~officers~~compliance ~~designed~~with tothe ~~preserve~~continued ~~and~~listing ~~enhance~~standards ~~the~~set ~~financial~~forth ~~condition~~in Section 802.01B of the Listed Company ~~and~~Manual to(“Section ~~sell~~802.01B”) of the ~~Company~~New inYork ~~accordance~~Stock ~~with~~Exchange (the ~~seventh~~“NYSE”), ~~amendment~~NYSE Regulation intends to delist the Company’s ~~first~~common ~~lien~~stock ~~credit~~from ~~facility~~the asNYSE ~~disclosed~~by infiling a delisting application with the Securities and Exchange Commission (the “SEC”). The Company’s previously disclosed in a Current Report on Form 8-K ~~dated~~filed with the SEC on January 108, 2014 ~~and~~that ~~filed~~the Company did not comply with the ~~Securities~~NYSE ~~and~~continued ~~Exchange~~listing ~~Commission~~standard onrequiring ~~January~~an 10average global equity market capitalization of at least $50 million over a consecutive 30 trading-day period where total stockholders’ equity is less than $50 million. In addition, ~~2014~~the Company has now fallen below the NYSE continued listing standards requiring (i) an average global equity market capitalization of at least $15 million over a consecutive 30 trading-day period and (ii) an average closing price of at least $1.00 over a consecutive 30 trading-day period.

The Company ~~formulated~~does not intend to appeal the ~~Incentive~~delisting ~~Plan~~determination. ~~based~~The onCompany ~~advice~~anticipates that the delisting of its common stock from ~~Alvarez &~~the ~~Marsal~~NYSE ~~and~~will ~~Kirkland~~be &effective ~~Ellis~~at ~~LLP~~the opening of trading on Wednesday, ~~the~~March ~~Company’s~~5, ~~advisors~~2014.

The ~~Incentive~~Company ~~Plan~~expects ~~covers~~that ~~eight~~its ofcommon ~~the~~stock ~~Company’s~~will ~~nine~~be ~~officers~~traded (on the ~~“Plan~~OTCQB ~~Participants”)~~Marketplace ~~and~~beginning ~~provides~~on anWednesday, ~~opportunity~~March to5, ~~earn~~2014 aunder the ticker symbol “~~Bonus~~GSEH.” The ~~upon~~Company ~~the~~can ~~closing~~provide ofno aassurance ~~sale~~that (aany ~~“Sale”)~~trading ofmarket ~~the~~for ~~Company~~these orsecurities inwill ~~the~~exist ~~event~~on ofthe aOTCQB ~~recapitalization~~Marketplace. The ofOTCQB ~~the~~Marketplace ~~Company~~is (a ~~“Recapitalization”). The~~market ~~Company’s~~tier ~~President~~operated ~~and~~by ~~CEO~~OTC isMarkets ~~not~~Group ~~participating~~Inc. infor over-the-counter ~~Incentive~~traded ~~Plan~~companies.

InOn ~~the~~March ~~case~~4, ~~of a Sale or Recapitalization~~2014, ~~a Plan Participant’s bonus amount (~~the ~~“Target~~Company ~~Bonus”)~~issued ~~will~~a bepress ~~98%~~release ofannouncing the ~~mid-point~~delisting ofdetermination ~~the~~described ~~officer’s standard annual short term incentive bonus opportunity~~above. ~~For~~ ~~example,~~A ifcopy ~~an officer has a base salary~~ of ~~$200,000~~this ~~and~~press arelease ~~standard~~is ~~annual~~filed ~~short~~with ~~term~~this ~~incentive~~Current ~~bonus~~Report ~~opportunity~~on ofForm ~~30%~~ 8-K ~~60%~~as ofExhibit ~~base salary, the midpoint would be 45% of $200,000~~99. ~~The~~1 ~~Target Bonus for such officer in the event of a Sale or Recapitalization would be 98% of the product of (i) 0.45,~~ and ~~(ii)~~incorporated ~~$200,000~~herein ~~for~~by ~~a total of $88,200~~reference.

~~The~~Forward-Looking Plan Participants have an opportunity to earn an additional bonus equal to one third of the Target Bonus under certain circumstances. The Target Bonus amounts for the named executive officers range from 44% to 73% of such officers’ base salaries.Statements

~~Bonuses~~This ~~under~~report contains forward-looking statements within the ~~Incentive~~meaning ~~will~~of bethe ~~paid~~Securities inAct ~~cash~~of ~~lump~~1933, ~~sums~~as atamended, and the ~~time~~Securities Exchange Act of 1934, as amended. These statements may include words such as “anticipate,” “believe,” “expect,” “intend,” “may” and other words and terms of similar meaning, including in connection with any discussion of the ~~Sale~~timing or anature ~~Recapitalization~~of isfuture ~~completed~~financial performance or other events. A ~~Plan~~Such ~~Participant~~forward-looking statements are subject to certain risks and uncertainties, including whether a trading market for the Company’s common stock will ~~forfeit~~exist ~~any~~on ~~bonus~~the OTCQB Marketplace and other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the ~~Incentive~~caption ~~Plan~~“Risk Factors” in the ~~event~~Company’s ~~his~~Annual ~~employment~~Report ison ~~voluntarily~~Form ~~terminated~~10-K byand Quarterly Reports on Form 10-Q. As a result of these factors, the ~~Plan~~Company’s ~~Participant~~actual results may differ materially from those indicated or ~~terminated~~implied by such forward-looking statements. Except as required by law, the Company ~~for~~disclaims ~~cause~~any obligation to publicly update such statements.

~~The~~Item ~~Incentive Plan has an estimated cost ranging from $1~~9.001. ~~million~~Financial toStatements ~~$1.3~~and ~~million~~Exhibits.

No(d) ~~other cash incentive bonuses for fiscal years 2013 or 2014 will be paid to any named executive officer other than pursuant to the Incentive Plan.~~Exhibits

Exhibit No.		Description
99.1		Press release dated March 4, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GSE Holding, Inc.	~~GSE Holding, Inc.~~
Date: February 18, 2014	By:	/s/ Mark A. Whitney
Date: March 4, 2014	By:	/s/ Mark A. Whitney
	Name:	Mark A. Whitney
	Title:	Vice President, General Counsel & Secretary

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