SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010         September 23, 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
  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

 MD&A – Critical Accounting Policies, page 27

Goodwill and other indefinite-lived intangi ble asset impairment testing, page 28

1.  We note your response to prior comment 3.  In addition to your proposed future
disclosures, please also quantify the ma terial assumptions underlying your fair
value estimates and provide a sensitivity analysis for each material assumption or
estimate used in your discounted cash flow  analysis similar to the supplemental
information you provided.

Kenneth Smith
Gibraltar Industries, Inc. September 23, 2008
Page 2

DEFINITIVE 14A FILED APRIL 17, 2008
 Certain Relationships and Re lated Transactions, page 30

 2. We restate prior comment 12 since the agreement was in effect in 2007 and since
Mr. Neil E. Lipke is the brother of Mr. Br ian J. Lipke.  Further, because Mr. Neil
E. Lipke was paid $125,000 under the c onsulting agreement in 2007, the amount
involved exceeds $120,000 which requires disclosure under Item 404(a)(3) of Regulation S-K.  Additionally, Item 601(b)(10)(iii)(A) of  Regulation S-K
specifies that “any other management cont ract or any other compensatory plan,
contract, or arrangement in which any ot her executive officer of the registrant
participates shall be file d unless immaterial in amount  or significance.”  Based on
Mr. Neil E. Lipke’s related person status under Item 404(a) of Regulation S-K and the amount involved exceeding $120,000 which requires disclosure under Item 404(a)(3) of Regulation S-K, it app ears that Mr. Neil E. Lipke’s consulting
agreement is material.  Please amend the Form 10-K for the fiscal year ended December 31, 2007 to include all of the disclosures relating to Mr. Neil E. Lipke’s consulting agreement as require d by Item 404(a) of Regulation S-K and
to file the consulting agreement as  an exhibit as required by Item
601(b)(10)(iii)(A) of  Regulation S-K.

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.
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 c ontact Edward M. Kelly, Senior Counsel at (202) 551-3728 or
Jennifer R. Hardy, Legal Branch Chief at  (202) 551-3767 with any other questions.

Sincerely,    John Cash Accounting Branch Chief