SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631

September 16, 2010
 via U.S. mail and facsimile

 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 the Fiscal Ye ar Ended December 31, 2009
  File No. 0-22462

Dear Mr. Smith:

We have reviewed your response letter dated August 18, 2010 and have the
following additional comments.  In our comments, we have asked you to provide us with information so we may better understand your disclosures.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provi de in response to our comments, we
may have additional comments.   FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

Note 5. Goodwill and Related Intangible Assets, page 59

1. In regard to your response to prior comment 1, please confirm that you will
provide the additional disclosures we re quested in your Form 10-Q for the period
ended September 30, 2010 as well as in other future filings, to the extent applicable.  In regard to other material and useful in formation, please confirm that
you will discuss the reconciliation of your estimated fair value to your market
capitalization and will addre ss the factors that you believe have resulted in your
net book value exceeding your market capitalization.

Mr. Kenneth W. Smith
Gibraltar Industries, Inc
September 16, 2010 Page 2
2. We note your response to prior comment  2 and understand that performing a
goodwill impairment analysis requires you to utilize various assumptions and
requires considerable judgment .  We urge you to continue to carefully consider all
relevant facts and circumstances in determining when to test goodwill for impairment and in determining the fair value of your reporting units in the future.
 Form 10-Q for the Quarterly Period Ended June 30, 2010

 Item 4. Controls and Procedures, page 39

 (b) Changes in Internal Control over Financial Reporting, page 39

3. We note the disclosure in the second paragraph under th is heading that “[t]here
have been no other changes in the Co mpany’s internal control over financial
reporting (as defined by Rule 13a-15(f)) that occurred during the period covered
by this Quarterly Report on Form 10-Q th at have materially affected the
Company’s internal control over financia l reporting.”  Please advise us as to
whether implementation of the new en terprise resource planning systems
constituted a change in your internal  control over financial reporting that
materially affected, or is reasonably likely to materi ally affect, your internal
control over financial reporti ng.  Please also comply with this comment in future
filings by providing an affirmative stat ement as to whether there were any
changes described in Item 308(c) of Regulation S-K.

  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 the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written 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 any 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 person under the federal secu rities laws of the
United States.

Mr. Kenneth W. Smith
Gibraltar Industries, Inc September 16, 2010 Page 3
You may contact Anne McC onnell, Staff Accountant, at (202) 551-3709, or in her
absence, me at (202) 551-3768, if you have  questions regarding our comments on the
financial statements and related items.  Pl ease 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