SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631         August 5, 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 responses 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

Note 5. Goodwill and Related Intangible Assets, page 59

1. It appears that you have re porting units for which the estimated fair values are not
substantially in excess of their carryi ng values. As such, please provide the
following disclosures in future filings fo r each such reporting unit, similar to the
information you provided supplementally in  your response to prior comment one.
• The percentage by which fair value ex ceeds carrying value as of the most-
recent step-one test.
• The amount of goodwill allocate d to the reporting unit.

Kenneth Smith
Gibraltar Industries, Inc. August 5, 2010
Page 2
• A description of the significant assumptions that drive the estimated fair
value.
• A discussion of the uncertainties associated with the key assumptions.  For
example, a discussion of the assump tions you reference in your discounted
cash flow model that deviate from  your actual historical results.
• A discussion of potential events, tre nds and/or circumstances that could
have a negative effect on  estimated fair value.
• Any other material and useful information you gather and analyze
regarding the risks of rec overability of your goodwill.
Refer to Item 303 of Regulation S-K a nd Sections 216 and 501.14 of the Financial
Reporting Codification for guidance.
 2. We note your response to prior comment two however it is not clear to us if or
how you consider the “Others” category in your overall assessment of goodwill impairment.  In this regard, it appears that your implied control premium would
be substantially higher if you assessed th e company as a whole in comparing your
net book value with your market capitalization.  Please advise.

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 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 Cash Accounting Branch Chief