SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
        July 25, 2006

David W. Kay
Executive Vice President, Chief Financial Officer and Treasurer
Gibraltar Industries, Inc.
3556 Lake Shore Road, P.O. Box 2028
Buffalo, New York 14219-0228

Re: Gibraltar Industries, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
Form 10-Q for Period Ended March 31, 2006
  File No. 0-22462

Dear Mr. Kay:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2005

Note 1 – Summary of Significant Accounti ng Policies – Impairment of Long-Lived
Assets, page 44

1.  We read that you test acquired identifi able intangible assets for impairment
whenever events or changes in circumst ances indicate that the carrying amount of
those assets may not be rec overable.  We assume that this policy only relates to
your intangible assets that are subject to amortization.  Please tell us, and revise

David Kay
Gibraltar Industries, Inc.
July 25, 2006
Page 2
future filings to disclose, your accounti ng policy for testing indefinite-lived
intangible assets for impairment.  Refer to paragraph 17 of SFAS 142.

Note 3 – Acquisitions, page 49

2.  We note that an average of approximate ly 50% of the purchas e prices of the 2005
acquisitions was allocated to goodwill.  For each of your acquisitions of SCM
Asia, Gutter Helmet, and AMICO, please tell us and disclose in future filings the factors that contributed to each of the purchase prices that resulted in such
significant goodwill.  See paragraph 51(b) of SFAS 141.  Also describe to us how
you valued the intangible assets that you ha ve identified in these acquisitions, and
tell us how you determined that there we re no additional intangible assets that
need to be recognized.

Note 4 – Goodwill and Related Intangible Assets, page 54

3.  We read that you have a trade name and a trademark valued at $21.4 million with
indefinite useful lives.  For each of these, please provide us with a detailed analysis of the criteria specified in paragraph 11 of SFAS 14 2 to support your use
of an indefinite life.  Additionally, in future filings, please revise your related
disclosures in Note 3 to indicate that thes e intangible assets have an “indefinite”
life, not an “indeterminable” life, to comply with the terminology of SFAS 142.

Item 9A – Controls a nd Procedures, page 68

4. We note your officers concluded that th e Company’s disclosure controls and
procedures “…were designed and functio ning effectively to provide reasonable
assurance that information required to be  disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time pe riods specified in the Securities and
Exchange Commission rules and forms.”  Confirm and revise future filings to clarify, if true, that your o fficers also concluded that your  disclosure controls and
procedures are effective to ensure that information required to be disclosed by you
in the reports that you file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief
Financial Officer, or persons performing si milar functions, as appropriate to allow
timely decisions regarding required disclosu re.  Refer to Exchange Act Rule 13a-
15(e) for the definition of disclosure cont rols and procedures.  Alternatively, your
officers may conclude in the future that  the Company’s disclosure controls and
procedures are “effective” or “ineffectiv e” without defining disclosure controls
and procedures.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our

David Kay
Gibraltar Industries, Inc.
July 25, 2006
Page 3
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Bret Johnson at (2 02) 551-3753, Jennifer Thompson at (202)
551-3737, or me at (202) 551-3768 if you have  questions regard ing our comments.

Sincerely,

John Cash
Accounting Branch Chief