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July 29, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: John Cash, Accounting Branch Chief

              Re:

    Gibraltar Industries, Inc.

Form 10-K for Fiscal Year Ended December 31, 2009

File No. 0-22462

Dear Mr. Cash:

     We are submitting this letter in response to your letter dated July 15, 2010 addressed to me
as Senior Vice President and Chief Financial Officer of Gibraltar Industries, Inc. (“Company”).
For your convenience the Staff’s comments are set forth in bold italics followed by our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

Note 5. Goodwill and Related Intangible Assets, page 59

    l .

    We note your response to prior comment 2. For each reporting unit, please provide us the following information:

    •

    The amount of goodwill allocated.

    •

    The percentage by which the estimated fair value of each reporting unit exceeds its carrying value.

    •

    The significant assumptions that drive the estimated fair values of each reporting unit.

    •

    Your basis for determining the significant assumptions, including a comparison of the assumptions with
prior and subsequent results.

    •

    If applicable, changes in key assumptions for any impairment analysis performed subsequent to October
31, 2009.

Response

The following table sets forth the amount of goodwill allocated to each reporting unit tested for
goodwill impairment prior to any impairment charges, the percentage by which the estimated fair
value of each reporting unit exceeded its carrying value, any impairment losses recognized, and the
remaining goodwill allocated to each reporting unit after any impairment charges as of the October
31, 2009 goodwill impairment test (in thousands):

    Goodwill Allocated

    Percentage By

    Goodwill Allocated

    To Reporting Unit

    Which Estimated

    To Reporting Unit

    Reporting

    Before Impairment

    Fair Value Exceeds

    Goodwill

    After Impairment

    Unit

    Charges

    Carrying Value

    Impairment Charges

    Charges

    #1

    $
    120,621

    12
    %

    $
    —

    $
    120,621

    #2

    111,499

    20
    %

    —

    111,499

    #3

    49,277

    N/A

    (16,980
    )

    32,297

    #4

    26,912

    24
    %

    —

    26,912

    #5

    26,738

    27
    %

    —

    26,738

    #6

    22,631

    N/A

    (11,882
    )

    10,749

    #7

    22,197

    21
    %

    —

    22,197

    #8

    19,569

    11
    %

    —

    19,569

    #9

    18,261

    4
    %

    —

    18,261

    #10

    4,468

    N/A

    (4,468
    )

    —

    #11

    3,589

    14
    %

    —

    3,589

    Total

    $
    425,762

    $
    (33,330
    )

    $
    392,432

1

To estimate the fair value of the reporting units as a part of step one of the goodwill impairment
test, the Company used two valuation techniques: an income approach and a market approach. The
income approach included a discounted cash flow model. The market approach consisted of applying
an Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) multiple to forecasted
EBITDA.

The discounted cash flow model used to estimate the fair value of each reporting unit relied upon
significant assumptions consisting of revenue growth rates and profit margins based on internal
forecasts, terminal value, and the weighted average cost of capital (“WACC”). The following table
sets forth the compound annual revenue growth rate for the five-year period used to forecast cash
flows and the average operating margin for the forecasted periods compared to actual operating
margins generated over the long-term which we estimated to be the five year and ten month period
ended October 31, 2009:

    Compound Annual

    Actual Operating

    Revenue Growth Rate

    Margins

    For

    For The Period Between

    Reporting

    Forecasted Annual

    Operating Margin For

    January 1, 2004 and

    Unit

    Periods

    Forecasted Periods

    October 31, 2009 (1)

    #1

    11
    %

    11
    %

    12
    %(2)

    #2

    4
    %

    20
    %

    21
    %

    #3

    18
    %

    16
    %

    12
    %(2)

    #4

    15
    %

    10
    %

    13
    %

    #5

    4
    %

    13
    %

    13
    %

    #6

    11
    %

    13
    %

    4
    %(2)

    #7

    9
    %

    10
    %

    8
    %(2)

    #8

    7
    %

    10
    %

    9
    %

    #9

    12
    %

    9
    %

    5
    %(3)

    #10

    6
    %

    7
    %

    3
    %(4)

    #11

    3
    %

    6
    %

    4
    %(5)

    (1)

    Operating margins presented exclude restructuring charges incurred by each reporting unit.

    (2)

    The operating margins presented for reporting units #1, #3, #6, and #7 only include operating
results generated since the date the reporting units were acquired in 2005, 2007, 2007, and
2006, respectively.

    (3)

    This reporting unit made an incremental acquisition in 2005 including a product line with
significantly higher margins than the existing product lines it offers. As a result, we
believe forecasted operating margins will exceed prior results.

    (4)

    All goodwill allocated to this reporting unit was impaired as a result of the October 31,
2009 goodwill impairment test.

    (5)

    This reporting unit’s operations were restructured in 2007. The reporting unit has since
generated operating margins over 8%.

We analyzed third-party forecasts of housing starts and other macroeconomic indicators that impact
the Company’s reporting units to provide a reasonable estimate of revenue growth in future periods.
Our analysis of third-party forecasts noted that housing starts were projected to grow at a
compound annual growth rate of 24% from 2009 to 2014. Therefore, we
considered these forecasts in developing each reporting unit’s growth rates
over the next five years depending on the level of correlation
between  housing starts and  net sales for each reporting unit. The correlation between housing
starts and net sales was based on an analysis of historical housing starts and our historical revenue.
We concluded that this
approach provided a reasonable estimate of long-term revenue growth and cash flows for our reporting units.

The operating margins we used to estimate future cash flows were consistent with long-term margins
generated by the reporting units while they have been owned and operated by the Company as shown in the
table above. The reporting units where forecasted operating margins exceed long-term operating
margins generated by the reporting unit were for reporting units that were recently acquired and,
therefore, the long-term operating margins were more significantly impacted by the economic turmoil
that began in the fourth quarter of 2008. Additionally, the Company took strategic actions to
consolidate facilities, reduce costs, and restructure these business units to become more
profitable as the economy recovers. These actions led to increased costs and lower operating
margins in the short term. Based on our understanding of these reporting units and the actions
taken by management to restructure the businesses for improved growth and profitability, we concluded that

2

the  long-term cash flows forecasted for all of the Company’s reporting units were reasonable.

Net sales and operating margins for the short period subsequent to the October 31, 2009 goodwill
impairment test have continued to lag behind historical averages for each of the reporting units as
a result of seasonality which negatively impacts our sales volume during winter months and
macroeconomic factors. Housing starts and other economic activity indicators have not met
third-party forecasts as the economy has not recovered as strongly as expected during the end of
2009 and into 2010. However, projections for housing starts have not changed significantly in the
longer term as the most recent third-party forecasts we receive show housing starts projections to
grow at a compound annual growth rate of 25% from 2009 to 2014. As a result, we do not believe the
operating results subsequent to October 31, 2009, our goodwill impairment test dates, would
lead us to significantly change the assumptions used in our discounted cash flow model.

In addition to revenue growth and operating margin forecasts, the discounted cash flow model used to estimate
the fair value of each reporting unit also uses assumptions for the amount of working capital
needed to support each business. We forecasted modest improvement in working capital management
for future periods at each reporting unit based on past performance. The Company experienced a
significant reduction in days of working capital from 96 days for the year ended December 31, 2007
to 76 days for the year ended December 31, 2009 and has further reduced days of working capital
during 2010. We have been able to significantly improve our working capital management through
lean initiatives, efficiency improvements, and facility consolidations. We believe continued
improvement in our ability to manage working capital will allow us to increase the cash flow
generated from each reporting unit.

The terminal value of each reporting unit was based on the last year of forecasted cash flows in
our discounted cash flow model. We made an assumption that cash flows would grow 3% each year
thereafter based on our approximation of gross domestic product growth in the North American and
European markets served by the Company. This assumption was based on a third-party forecast of future economic growth over the
long term and it has not changed significantly from the October 31, 2009 goodwill impairment test date.

The discounted cash flow model uses the WACC to discount cash flows in the forecasted period and to
discount the terminal value to present value. To determine the WACC, we used a standard valuation
method, the capital asset pricing model, based on readily available and current market data of peer
companies considered market participants. Acknowledging the risk inherent in the reporting units’ ability to achieve the
long-term forecasted cash flows, in applying the income approach we increased the WACC of each
reporting unit based upon each reporting unit’s past operating performance and their relative ability to achieve the forecasted cash flows.  As a result of these analyses, we assigned a WACC between
12.2% and 12.9% for each reporting unit.

The EBITDA multiple used in the market approach to determine the fair value of each reporting unit
was applied to the forecasted EBITDA to be generated during 2009 and 2010. The market approach
relies on significant assumptions consisting of revenue growth rates and profit margins based on
internal forecasts and the EBITDA multiple selected from an analysis of peer companies considered
market participants. The revenue growth rates and profit margins used in the market approach were
the same projections used in the discounted cash flows model as described above. The EBITDA
multiples were established by analyzing each peer companies’ total invested capital in proportion
to EBITDA derived from each peer companies’ most recently reported earnings. Similar to the WACC
analysis, we assessed the risk of each reporting unit achieving its forecasts with consideration
given to how each reporting unit has performed historically compared to forecasts. As a result of
these analyses, we assigned an EBITDA multiple between 4.6 and 6.0 for 2009 EBITDA forecasts and
6.0 and 7.5 for 2010 EBITDA forecasts.

As noted above, we used two valuation techniques that are commonly accepted in the valuation
community to estimate a fair value for each reporting unit. The estimated fair value for each
reporting unit was calculated using a weighted average between the calculated amounts determined
under the income approach and the market approach. We weighted the income approach more heavily
(67%) as the technique uses a long-term approach that considers the expected operating profit of
each reporting unit during periods where housing starts and other macroeconomic indicators are
nearer historical averages. The market approach (33%) values the reporting units using 2009 and
2010 EBITDA values which were forecasted using estimated housing starts of 576,000 and 900,000,
respectively. Housing starts have historically approximated 1.5 million each year. We believe the
income approach considers the expected recovery in the residential building market better than the
market approach. Therefore, we
concluded that the income approach more accurately estimated the fair value of the reporting units

3

as  it considers earnings potential during a longer term and does not use the short-term perspective
used by the market approach. Accordingly, we concluded that the market participants who execute
transactions to sell or buy a business in the current economic environment would place greater
emphasis on the income approach.

When preparing our interim consolidated financial statements on a quarterly basis, we consider
whether indicators of impairment exist, including consideration of the Company’s book value of
equity exceeding its market capitalization. Since our October 31, 2009 impairment analysis, our
stock price appreciated and the average stock price for the two months ended December 31, 2009 and
the three months ended March 31, 2010 both exceeded the average stock price used in the control
premium calculation for the October 31, 2009 goodwill impairment test. Additionally, we noted no
events or circumstances that occurred between October 31, 2009 and March 31, 2010 that would
more-likely-than-not reduce the fair value of our reporting units below their carrying values.
Accordingly, we concluded at the end of each of these periods that no new indicators of impairment
existed and, therefore, no interim impairment analyses were necessary at December 31, 2009 or March
31, 2010. As a result, the October 31, 2009 goodwill impairment test was the latest analysis
performed and there is no information regarding changes to the key assumptions described above.

    2.

    We note your net book value is significantly greater than the figure
you present as the fair value of equity of your reporting units that
you compare to your market capitalization in your response. Please
explain this difference, including why the higher net book value does
not indicate an impairment. Also, please reconcile your net book
value to your market capitalization.

Response

The following table sets forth the Company’s estimated fair value and carrying value for each
reporting unit as of October 31, 2009 (in thousands):

    Reporting

    Carrying Value After

    Unit

    Estimated Fair Value

    Impairment Charges

    #1

    $
    247,382

    $
    221,759

    #2

    125,711

    104,792

    #3

    83,979

    82,968

    #4

    57,239

    46,194

    #5

    58,861

    46,254

    #6

    75,958

    71,070

    #7

    51,479

    42,657

    #8

    19,137

    17,224

    #9

    32,249

    30,968

    #10

    10,906

    11,536

    #11

    12,729

    11,154

    Others

    (97,704
    )

    91,680

    Total

    $
    677,926

    $
    778,256

    Net Debt

    $
    245,384

    Equity (Net Book Value)

    532,872

    $
    778,256

The “Others” category includes reporting units without goodwill allocated to them and unallocated corporate cash
out flows. The estimated fair value of these other reporting units is negative as a result of
including the present value of the unallocated corporate cash out flows. Unallocated
corporate cash out flows include executive compensation and other administrative costs. The
Company has grown substantially through acquisitions and our strategy is to allow business
unit management to operate