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corresp

July 31, 2008

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, 2007

    Form 10-Q for the Period Ended March 31, 2008

    File No. 0-22462

Dear Mr. Cash:

     We are submitting this letter in response to your letter dated July 3, 2008 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 FISCAL YEAR ENDED DECEMBER 31, 2007

General

    1.

    Explain in future filings the meaning of an abbreviation or acronym when introduced in a
document. For example, refer to “HVAC” on page 3 and “FEMA” on page 4.

Response

HVAC is an acronym for heating, ventilation and air conditioning and FEMA is an acronym for the Federal Emergency Management Agency. The Company will explain in future filings the meaning of
an abbreviation or acronym when introduced in a document.

MD&A – Critical Accounting Policies, page 27

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

    2.

    We note that your net book value exceeded your market capitalization at December 31, 2007.
Please tell us how you considered this factor in your goodwill impairment analysis.

Response

We test goodwill for impairment on an annual basis during the fourth quarter, as of October 31.
Our market capitalization exceeded our net book value throughout the first three quarters of 2007
and approximated our net book value as of October 31, 2007. (Our net book value of $575 million
exceeded our market cap by approximately $37 million as of October 31, 2007). The decline of our
market capitalization below net book value was a recent event, primarily occurring in November and
December of 2007.

We considered whether the decline in our market capitalization as of December 31, 2007 and
thereafter was an indicator of impairment. We believe our stock price was negatively affected by
the equity markets’ reaction to the accelerating downturn in the new build residential housing and
domestic automotive manufacturing industries during the latter portion of 2007. However, while we
sell our products to companies that operate in both of these industries, we also participate in the
repair and remodel sectors of

the residential housing industry and the industrial and commercial
construction industries and nonferrous metals market. These other markets had not experienced
the downturns seen in the new residential housing and domestic automotive manufacturing industries.
We reviewed the analyst sentiments regarding Gibraltar at the time of our impairment test, noting
that they overwhelmingly stated that the downturn in these two end markets would provide a
challenging environment in 2008 even as management of the Company focused on lean initiatives and
cost containment strategies, providing evidence to us that our stock price was negatively impacted
by the downturn in these two end markets, rather than any change in the Company’s operations. We
also considered the change in market value among similar companies and noted that the decline in
the market price of Gibraltar’s shares from December 31, 2006 to both October 31, 2007 and December
31, 2007 were consistent with the declines experienced at these similar companies.

We considered the excess of fair value over market capitalization throughout 2007, at October 31,
2007 and at December 31, 2007. Estimated fair value of our business was 119% of average market
capitalization throughout 2007, 126% at October 31, 2007 and 136% at December 31, 2007. We
considered the average and October 31 excess as a reasonable control premium. We concluded that
excess of fair value to market capitalization at December 31, 2007 was a result of both a
reasonable control premium and the negative reaction to a recent and short term trend in certain of
the end markets we serve.

We considered the downturn in the new build residential and domestic automotive manufacturing
industries to be temporary in nature and not due to longer term effects from a change in product
technology, competition or alternative products to meet customer needs. The new build residential
housing industry is cyclical with new construction starts expected to decline below 1 million
single family units during 2008. The residential housing industry last experienced such levels in
1990-1991 and prior to that in 1980-1982 (Source: US Census Bureau). This market has historically
recovered with double digit increases in new housing starts after such downturns.

Based upon the factors discussed above, we concluded that the recent decline in our market
capitalization through December 31, 2007 was temporary in nature and not an indicator of
impairment. We concluded that our discounted cash flows used in the October 31 impairment test,
which included the downturn in housing starts in the initial years of our estimated future cash
flows, continued to provide the best estimate of fair value.

    3.

    We note the material balance of goodwill at December 31, 2007 and the significant increase
during 2007. Please provide us supplementally, and disclose in future filings, the following
information.

    •

    Define and describe the reporting units at which you test goodwill for impairment
and address any changes in those units or goodwill allocations during the periods
presented.

    •

    We note that the “primary valuation method” for determining the fair market value
of your reporting units is a discounted cash flow analysis.

    •

    Please disclose any other methodologies you use, including a description of
and the assumed benefits of a valuation prepared under each method, and why
management selected each applicable method as being meaningful for preparing
your goodwill impairment analysis.

    •

    If applicable, please disclose how you weight each of these methods,
including how you determined the weights for each method. To the extent that
the weight assigned to each method is a subjective estimate, please include a
sensitivity analysis to address the impact on fair value if you weighted the
methods differently.

    •

    For each methodology, provide a description of the material assumptions used and
the sensitivity of those assumptions in determining fair value. For example, for a
discounted cash flow analysis such assumptions may include the discount rate used,
revenue growth rates, operating profit margin percentages and the terminal rate.

    •

    To the extent that the carrying value of any of your reporting units is not
materially different from its estimated fair value or if a reasonably possible
impairment charge would be material to your consolidated financial statements,
please specifically address those reporting units, including the amount of goodwill
allocated to the reporting unit,

    the carrying value of the reporting unit and the
fair value of the reporting unit.

Response

In response to bullet 1 and your request for supplemental information, our reporting units are one
level below our operating segments. We have 12 reporting units, which are individual businesses we
acquired in prior years, or are combinations of businesses we acquired. In accordance with SFAS
No. 142 paragraph 30, we identify our reporting units by assessing whether the components of our
operating segments constitute businesses for which discrete financial information is available and
segment management regularly reviews the operating results of those components. The only changes
to the reporting units during the periods presented relate to acquisitions and dispositions that
occurred during the periods. The 2007 increase in goodwill of $86.2 million was
primarily from 3 acquisitions whose approximate goodwill was $81.2 million (with the remainder of
the change additional consideration on prior year acquisitions of $0.2 million and currency
translation of $4.8 million).

In response to bullet 2 the method we use to determine fair market value is discounted cash flow
analysis. We do not use any other methodologies to determine fair market value of our reporting
units. This has been disclosed in Note 1 to our financial statements. In future filings we also
will clarify this disclosure in our critical accounting policies. We had considered whether other
methodologies would provide better information and concluded that discounted cash flows would
provide the best estimate of fair market values. Valuations of comparable public companies were
not relied upon because most of the publicly traded companies in our industry are significantly
larger than our reporting units which affects comparability. We also did not consider comparable
transaction data due to the small number of like-sized transactions available and the fact that
these transactions are often based on adjusted profitability, and if debt was assumed, the amount
of debt is usually not disclosed.

In response to bullet 3, the key assumptions used in our discounted cash flow analysis included
sales growth and profit margins based on internal forecasts, estimated weighted-average cost of
capital based on market participants, and terminal growth rate. 2008 sales were forecast to
decline between 2.2% and 18.6% in those reporting units that largely serve domestic markets, with
increases in sales beginning in 2009. The compound growth rate of sales for the first five years
of our projections ranged between 4% and 10%, with the higher growth rates in those businesses that
experienced sharp declines due to the downturn in the residential housing market. The terminal
growth rates were projected at 3.2% after five years, which reflects our estimate of long term GDP
growth. Profit margins were projected to return to historical norms
by 2011 in the individual
reporting units as we expect the residential housing industry to recover over the next few years.
The weighted average cost of capital was determined to be 10.2% based upon an analysis of similar
companies. Future changes in these estimates and assumptions could materially affect the results
of our reviews for impairment of goodwill. For example a decline in the terminal growth rate
greater than 95 basis points, or an increase in the weighted average cost of capital greater than
66 basis points would have indicated impairment of one reporting unit as of October 31, 2007.

In response to bullet 4, the estimated fair market value of our individual reporting units
materially exceeded the carrying value of the respective reporting units and we did not identify
any reasonably possible impairment charges. The following table shows the estimated fair market
value and carrying value of each of our reporting units as of October 31, 2007:

    %

    Excess of

    excess of

    Net Book

    FMV

    FMV

    Total

    Value of

    over

    over

    Reporting Unit

    FMV

    Assets

    NBV

    NBV

    Goodwill

    #1

    54,248

    42,694

    11,554

    27
    %

    18,264

    #2

    25,120

    20,700

    4,420

    21
    %

    3,587

    #3

    86,991

    61,071

    25,920

    42
    %

    21,304

    #4

    36,266

    29,134

    7,132

    24
    %

    19,569

    #5

    29,583

    18,316

    11,267

    62
    %

    4,468

    #6

    180,681

    73,498

    107,183

    146
    %

    27,560

    #7

    52,475

    44,990

    7,485

    17
    %

    22,631

    #8

    153,966

    140,832

    13,134

    9
    %

    111,499

    #9

    66,222

    52,471

    13,751

    26
    %

    4,238

    #10

    14,858

    10,549

    4,309

    41
    %

    3,825

    #11

    408,752

    250,452

    158,300

    63
    %

    110,285

    #12

    88,351

    43,900

    44,451

    101
    %

    23,100

    Remaining businesses*

    161,688

    323,472

    (161,784
    )

    81,233

    1,359,201

    1,112,079

    247,122

    451,563

    Debt

    536,826

    Equity

    575,253

    $
    1,112,079

    *

    includes businesses with no goodwill, unallocated corporate cash out flows, and three entities
acquired in 2007 for which impairment was not tested due to their then very recent purchase valuations.
The excess of FMV over NBV of assets is negative for their remaining businesses due to the inclusion
of the present value of the unallocated corporate cash out flows.

We reconciled estimated fair market value of our business to market capitalization as follows

    Estimated
fair market value

    $
    1,359,201

    Long-term debt

    536,826

    Market value of common stock

    538,550

    Market capitalization

    $
    1,075,376

    Control premium

    283,825

    26
    %

In summary, and supported by the supplemental data above, the estimated fair market value of each
of our individual reporting units materially exceeded their carrying values and we did not identify
any reasonably possible impairment charges.

Regarding future disclosures, we will modify our critical accounting policy disclosures in future
filings to clarify as follows:

We test goodwill for impairment at least annually, during our fourth quarter, and more frequently
whenever events occur or circumstances change that indicate there may be an impairment. These
events or circumstances could include a significant long-term adverse change in the business
climate, poor indicators of operating performance or a sale or disposition of a significant portion
of a reporting unit.

We test goodwill for impairment at the reporting unit level, which is one level below our
operating segments. We identify our reporting units by assessing whether the components of our
operating segments constitute businesses for which discrete financial information is available and
segment management regularly reviews the operating results of those components. We currently have
12 reporting units. The impairment test consists of comparing the fair value of a reporting unit,
determined using discounted cash flows, with its carrying amount including goodwill. If the
carrying amount of the reporting unit exceeds the reporting unit’s fair value, the implied fair
value of goodwill is compared to the carrying amount of goodwill. An impairment loss would be
recognized for the amount by which the carrying amount of goodwill exceeds the implied fair value
of goodwill.

Testing goodwill for impairment requires us to estimate fair values of reporting units using
significant estimates and judgmental factors. The key estimates and factors used in the discounted
cash flow valuation include revenue growth rates and profit margins based on internal forecasts,
terminal value and the weighted-average cost of capital used to discount future cash flows.

To the extent that carrying value for any reporting unit is not significantly different from its
estimated fair market value, we will also disclose in future filings:

The testing performed as of October 31, 20XX, indicated a significant excess of estimated fair
market value over book value for all but one reporting unit. This unit had goodwill of $
XX,XXX,XXX, net book value of $ XX,XXX,XXX and estimated fair value of $XX,XXX,XXX. If the
Company’s projected long-term sales growth rate, profit margins, or terminal rate are considerably
lower, and/or the assumed weighted average cost of capital is considerably higher, future testing
may indicate an impairment in this reporting unit and other of the Company’s reporting units and,
as a result, the related goodwill may also be impaired.

To the extent that carrying value of each reporting unit is significantly less than the estimated
fair market value, we will include the following disclosure:

The testing performed as of October 1, 2007, indic