SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010         July 3, 2008    Kenneth W. Smith  Senior Vice President and Chief Financial Officer
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, 2007 Form 10-Q for the Period Ended March 31, 2008
  File No. 0-22462

Dear Mr. Smith:
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 YE AR ENDED DECEMBER 31, 2007

General

1.  Explain in future filings the meani ng of an abbreviation or acronym when
introduced in the document.  For exam ple, refer to “HVAC” on page 3 and
“FEMA” on page 4.

Kenneth Smith
Gibraltar Industries, Inc.
July 3, 2008
Page 2
MD&A – Critical Accounting Policies, page 27
Goodwill and other indefinite-lived intangi ble asset impairment testing, page 28

2.  We note that your net book value ex ceeded your market capitalization at
December 31, 2007.  Please tell us how you considered this factor in your
goodwill impairment analysis.
 3.  We note the material balance of  goodwill at December 31, 2007 and the
significant increase during 2007.  Please prov ide us supplementally, and disclose
in future filings, the following information.
• Define and describe the reporting units at which you test goodwill for
impairment and address any changes in  those units or goodwill allocations
during the periods presented.
• We note that the “primary valuati on method” for determining the fair
market value of your reporting units is  a discounted cash flow analysis.
o Please disclose any other met hodologies you use, including a
description of and the assumed benefits of a valuation prepared under each method, and why management selected each applicable method as being meaningful for preparing your goodwill impairment analysis.
o If applicable, please disclose how you weight each of these methods, including how you determined the weights for each method.  To the extent that the weight assigned to each method is a subjective
estimate, please include a sensitivity analysis to address the impact on fair value if you weighted the methods differently.
• For each methodology, provide a description of the material assumptions used and the sensitivity of those assumptions in determining fair value.  For example, for a discounted cash flow analysis such assumptions may include the discount rate used, revenue grow th rates, operating profit margin
percentages and the terminal rate.
• To the extent that the carrying value of any of your reporting units is not
materially different from its estimated fair value or if a reasonably possible impairment charge would be materi al to your consolidated financial
statements, please specifically address those reporting un its, including the
amount of goodwill allocated to the reporting unit, the carrying value of the
reporting unit and the fair va lue of the reporting unit.
 FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2008

 Consolidated Financial Statements

Note 14 – Supplemental Financial Information, page 16
 4. Based on our review of the consolidating statements of cash flows, we note that
the parent company (Gibra ltar Industries, Inc.) ha d no revenues during each

Kenneth Smith
Gibraltar Industries, Inc.
July 3, 2008
Page 3
period presented; however we also note  that the parent company presented
positive operating cash flows during each interim period and during the year
ended December 31, 2005.  It appears to us that this may have resulted from the
improper classification of changes in inter-company receivables/payables in
operating cash flows rather than fi nancing cash flows during the periods
presented.  Please explain to us how  and why you believe your current
presentation complies with SFAS 95 or te ll us how you intend to revise future
filings to comply with SFAS 95.

Controls and Procedures, page 28
 5. We note that your officers concluded that  the 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."  Pl ease confirm and revise future filings
to clarify, if true, that yo ur officers also concluded th at your disclosure controls
and procedures are effective to ensure th at 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, incl uding the Chief Executive Officer and
Chief Financial Officer, or persons perfor ming similar functions, as appropriate to
allow timely decisions regarding required disclosure. Refer to Exchange Act Rule
13a-15(e) for the definition of disclosure controls and procedures.  Alternatively,
your officers may conclude in future filings that the Company's disclosure controls and procedures are "effective" or "ineffective" without defining them
consistent with the presentation in your December 31, 2007 10-K.
 DEFINITIVE 14A FILED APRIL 17, 2008

 Compensation Committee, page 3

 6. In future filings, please clarify your  processes and procedures for the
consideration and determina tion of executive and direct or compensation.  Refer to
Item 407(e)(3) of Regulation S-K.  For example, please clarify the compensation
committee’s responsibilities and the role  of your compensation consultant.
 Compensation of Directors, page 6

 7. In future filings, please disclose by f ootnote for each director the aggregate
number of stock awards outst anding at fiscal year end.  Refer to Instruction to
Item 402(k)(iii) of Regulation S-K.

Kenneth Smith
Gibraltar Industries, Inc.
July 3, 2008
Page 4
Annual Management Incentive Compensation Plan, page 8

8. In future filings, please clarify how you determined the MICP payments.  It is
unclear how you determined that 2007 MICP payments were 67% of the targeted level.
 Summary Compensation Table, page 13

 9. We note your statements in that last se ntence of footnotes 2 and 3.  Please revise
your future filings to remove any implicati on that your analysis is a substitute for
the complete information as required by the SEC’s rules.

Payments Upon Termination of Employment, page 19

10. For Mr. Henning Kornbrekke’s payments, it  is unclear to what rows in the table
on page 20 footnotes (2) and (3) relate .  Please revise in future filings.
 Certain Relationships and Re lated Transactions, page 30

11. Expand the disclosure in future filin gs relating to the second amended and
restated credit agreement with KeyBank National Association to state the amount
of the transaction.  Additionally, indicate th e relationship of Mr. Robert E. Sadler,
Jr. to Gibraltar Industries, Inc.  S ee Item 404(a) of Regulation S-K and the
instructions to paragraph (a) of Item 404.

12. Expand the disclosure in future filings relating to the consu lting agreement with
Mr. Neil E. Lipke to state the amount of  the transaction.  See Item 404(a) of
Regulation S-K and the instructions to para graph (a) of Item 404.  Further, advise
whether Gibraltar Industries, Inc. has file d the consulting agreement as an exhibit
with the Commission.  If Gibraltar Industrie s, Inc. has not filed the consulting
agreement as an exhibit with the Commi ssion, tell us why Gibraltar Industries,
Inc. has not filed the consulting agreemen t as an exhibit with the Commission.
See Item 601(b)(10) of Regulation S-K.
 13. Based on the disclosure re lating to Gibralta r Industries, Inc. ’s operating lease
agreements with the former owners of C onstruction Metals in footnote 16 of the
financial statements in the 10-K, it is unclear why disclosu re relating to the
operating lease agreements is omitted in the certain relationships and related transactions section.  See Item 404 of Regul ation S-K, and revise in future filings.
 14. Expand the disclosure in future filings to describe Gibraltar Industries, Inc.’s
policies and procedures for the review, appr oval, or ratification of any transaction
required to be reported under paragraph (a) of Item 404 of Regulation S-K.
Please also indicate whether the policies a nd procedures are in writing.  See Item

Kenneth Smith
Gibraltar Industries, Inc.
July 3, 2008
Page 5
404(b) of Regulation S-K.  For additional guidance on disclosure  requirements for
related person transactions, see Se ction V of Release No. 34-54302A.

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
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.

Kenneth Smith
Gibraltar Industries, Inc. July 3, 2008
Page 6
 You may contact Bret Johnson at (202 ) 551-3753 or Anne McConnell at (202)
551-3709 if you have questions regarding our comments on the financial statements and
related matters.  Please cont act Ed Kelly at (202) 551-3728 or Lesli Sheppard at (202)
551-3708 with any other questions.

Sincerely,    John Cash Accounting Branch Chief