SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631         June 8, 2010    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
Re: Gibraltar Industries, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
  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 THE YEAR ENDED DECEMBER 31, 2009

MD&A, Results of Operations, page 27

1. Please revise future annual and quarter ly filings to quantify the impact that
changes in volumes sold, selling prices , and product mix had on net sales during
each period presented.

Kenneth Smith
Gibraltar Industries, Inc.
June 8, 2010
Page 2
Note 5. Goodwill and Related Intangible Assets, page 59

2. We note that the remaining balance of  goodwill and indefinite-lived intangible
assets represent 44% of total assets a nd 82% of total equity at December 31, 2009
and 48% of total assets and 85% of tota l equity at March 31, 2010.  We also note
that during significant portions  of these periods, as we ll as currently, your market
capitalization was and is significantly below your net book value based on quoted
prices of your common st ock.  Please explain to us how you determined the
significant assumptions underlying your im pairment analyses are reasonable and
appropriate.  Also, please provide us a comprehensive explanation and reconciliation of the total estimated fair values of your reporting units and your
current market capitalization, including factors, such as  a control premium, that
support the reasonableness of  the fair value estimates in your most recent
impairment analyses.
 Note 20. Subsequent Event, page 80

 3. We note that the sale of your Processed Metal Products segment was part of an
ongoing strategic plan.  Please tell us the specific events and circumstances that
led to the sale of this segment.  Please also explain to us why this segment did not meet the criteria of a discontinued operation as of December 31, 2009.
 Item 9A. Controls and Procedures, page 90

4. We note your management’s conclusion regarding the effectiveness of your
disclosure controls and procedures, which appears to be based on the definition in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  As stated, however, your
description does not fully conform to the defi nition set forth in those rules.  In this
regard, we note that your description does not indicate that your disclosure controls and procedures ar e designed to ensure that information you are required
to disclose in reports that you file or submit under the Exchange Act is recorded,
process, summarized and reported, within the time periods specified by our rules and forms, and includes, without limitati on, controls and procedures designed to
ensure that information required to be di sclosed in such reports is accumulated
and communicated to your management, including your principal executive and principal financial officers, or pers ons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.  Please
confirm this to us and revise accordingl y in future filings.  Alternatively, you may
simply state in future filings that your certifying officers concluded that your
disclosure controls and procedures we re effective on the applicable dates.
 5. We note your statement that your disclosu re controls and pro cedures are designed
to provide “reasonable assurance.”  Pleas e confirm to us, and revise accordingly
in future filings, that your disclosure c ontrols and procedures are effective at the

Kenneth Smith
Gibraltar Industries, Inc.
June 8, 2010
Page 3
reasonable assurance level as well.  Alte rnatively, please remove  the reference to
the level of assurance of your disc losure controls and procedures.

Item 15. Exhibits and Financia l Statement Schedules, page 93
 6. It appears that you have omitted the sche dules and exhibits referenced in your
Third Amended and Restated Credit Ag reement dated July 24, 2009, and the
schedules referenced in Amendment N o.1 to the Third Amended and Restated
Credit Agreement dated January 29, 2010.  Pleas e file with your next periodic or
current report, complete copies of thes e agreements, including all schedules and
exhibits referenced therein.  See Item 601(b)(10) of Regulation S-K.
 Exhibits 31.1, 31.2, and 31.3

 7. In future filings, please file your certi fications exactly as set forth in Item
601(b)(31)(i) of Regulation S-K, without m odifying the text in paragraphs 4, 4(d),
and 5.  Please also comply with this co mment in your future quarterly reports on
Form 10-Q.
 DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

Compensation Discussion and Analysis, page 9
 8. We note that you have not included any di sclosure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the proce ss you undertook to reach that conclusion.
 Overview, page 9

 9. It appears that your compensation co mmittee benchmarks elements of your
executive compensation against amounts pa id by your peer group of companies to
their executives.  In future filings, pl ease identify each benchmark and indicate
where actual compensation amounts fell relati ve to targeted amounts.  See Item
402(b)(2)(xiv) of Regulation S-K.
 10. We note your disclosure in the second paragraph on page 11.  In future filings,
please clarify how you determine the preci se number of performance share units
to award each named executive officer in the event your total shareholder return exceeds or falls short of the median total shareholder return of your peer group of
companies.

Kenneth Smith
Gibraltar Industries, Inc.
June 8, 2010
Page 4
Elements of Our Compensation Program, page 11

Long-term Equity Incentive Plan, page 14
 11. We note that the restricted stock units awarded to Mr. Kornbr ekke vest in only
one year, whereas the restricted stoc k units awarded to your other named
executive officers vest equally over a f our-year period.  With a view toward
disclosure in future filings, please expl ain why you applied a different vesting
schedule to Mr. Kornbrekke’s RSU award.  For instance, clarify whether this
vesting schedule was meant to serve the same function as the grant of additional restricted stock units.
 Certain Relationships and Re lated Transactions, page 37

 12. We note that it is your policy and proce dure to obtain approval for transactions
and business relationships with any di rector, nominee for director, executive
officer, or any family member of a dire ctor, nominee for director or executive
officer from the Nominating and Corpor ate Governance Committee.  In future
filings, please discuss the standards to be applied pursu ant to such policies and
procedures. See item 404(b)(1 )(ii) 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.   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

Kenneth Smith
Gibraltar Industries, Inc. June 8, 2010
Page 5
• 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 Jo hnson, Staff Accountant, at  (202) 551-3753 or Anne
McConnell, Senior Staff Acc ountant, at (202) 551-3709 if you have questions regarding
our comments on the financial statements and related items.  Please contact Hagen
Ganem, Staff Attorney, at (202) 551-3330 or Craig Slivka, Special Counsel, at (202) 551-
3729 with any other questions.
Sincerely,    John Hartz Senior Assistant Chief Accountant