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Response Letter

Lippes Mathias Wexler Friedman LLP

Janet Novakowski Gabel

Partner

jgabel@lippes.com

June 17, 2005

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention:          Jeffrey Gordon

                        Staff Accountant

                                                                        Re:
      Gibraltar Industries, Inc.

Form 8-K

File #0-22462

Dear Mr. Gordon:

Gibraltar Industries, Inc. (the "Company") filed the above
referenced 8-K on June 10, 2005 (the "8-K").  By this letter, we are responding
to the comments of the Staff of the Securities and Exchange Commission (the
"Commission") to the 8-K as originally filed.

For your convenience, we have included the Commission's
comment in our letter, prior to our response.

1. Please tell us
why you believe the two significant deficiencies identified in your internal
controls over financial reporting do not meet the reportable events criteria set
forth in Item 304(a)(1)(v) of Regulation S-K.

Set forth below are each of the four events which
constitute a "reportable event" under Item 304(a)(1)(v).  After each subsection
we discuss the reason why the cited deficiencies do not meet the criteria set
forth in that section of the regulation.

(A) The accountant's having advised the registrant
that the internal controls necessary for the registrant to develop reliable
financial statements do not exist.

PricewaterhouseCoopers, LLP ("PwC") never advised the
Company that internal controls to develop reliable financial statements did not
exist, nor did they advise the Company of any internal control deficiencies
noted during the course of their audit that were considered to be material
weaknesses in internal controls over financial reporting. The two deficiencies
the Company reported in its 8-K were considered to be significant deficiencies
in internal control over financial reporting and not material weaknesses.

Pursuant to Section 404, of the Sarbanes-Oxley Act of 2002, Gibraltar's
management conducted an evaluation of the effectiveness of its internal control
over financial reporting based on the framework in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the "COSO Criteria") and concluded that its internal
control over financial reporting was effective as of December 31, 2004.  Its
conclusions were set forth in Management's Annual Report on Internal Control
Over Financial Reporting included in the Company's report on 10-K for the fiscal
year ended December 31, 2004. During the course of its internal control
assessment, two significant deficiencies over its internal control over
financial reporting were identified. These deficiencies were not considered
material weaknesses in internal control over financial reporting by either
management or PwC. Identification of any material weaknesses in internal control
over financial reporting would have precluded management from concluding that
its internal control over financial reporting was effective as of December 31,
2004. PwC opined in its Report of Independent Registered Accounting Firm dated
March 9, 2005 that the Company's assessments that it maintained effective
internal control over financial reporting, which would include those internal
controls needed to develop reliable financial statements, as of December 31,
2004 was fairly stated, in all material respects, based on the COSO Criteria.

(B) The accountant's having advised the registrant
that information has come to the accountant's attention that has led it to no
longer be able to rely on management's representations, or that has made it
unwilling to be associated with the financial statements prepared by management;

The cited control deficiencies are unrelated to management
representations and management has never been informed by PwC that they are no
longer able to rely on management's representations.   PwC never stated that
they were unwilling to be associated with the financial statements prepared by
management.

(C) (1) The accountant's having advised the
registrant of the need to expand significantly the scope of its audit, or that
information has come to the accountant's attention during the time period
covered by Item 304(a)(1)(iv), that if further investigated may (i)
materially impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report (including
information that may prevent it from rendering an unqualified audit report on
those financial statements), or (ii) cause it to be unwilling to rely on
management's representations or be associated with the registrant's financial
statements, and

(2) due to the accountant's resignation (due
to audit scope limitations or otherwise) or dismissal, or for any other reason,
the accountant did not so expand the scope of its audit or conduct such further
investigation;

This item requires both that
the accountant advised the registrant of a need to expand the audit or investigate
a matter further, and that such matter was not resolved by the date of
dismissal.  PwC never advised the Company it needed to expand the scope of its
audit or conduct further investigations of matters as described in this item.

The control deficiencies cited
did not have an impact  on the scope of PwC's audit, in fact, in its Audit
Committee Report Resolution and Completion dated March 9, 2005 which was
delivered to the Audit Committee of the Company (a copy of which is attached to
this letter) (the "Audit Committee Report") PwC stated, "We had no disagreements
with management over the application of accounting principles, the basis for
accounting estimates, audit scope, disclosure in the financial statements or
content of our report."  (See page 7 of the Audit Committee Report).

No investigations were pending
with respect to the cited deficiencies at the time of the dismissal of PwC.  The
deficiencies were  identified during the course of the integrated audit of the
Company's consolidated financial statements and of its internal control over
financial reporting  for the year ended December 31, 2004.  At the time of PwC's
dismissal, the integrated audit of the Company's consolidated financial
statements and of its internal control over financial reporting had been
completed and PwC had issued an unqualified opinion.

(D) (1) The accountant's having advised the
registrant that information has come to the accountant's attention that it has
concluded materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements, or
(ii) the financial statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial statements covered
by an audit report (including information that, unless resolved to the
accountant's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements), and

(2) due to the accountant's resignation,
dismissal or declination to stand for re-election, or for any other reason, the
issue has not been resolved to the accountant's satisfaction prior to its
resignation, dismissal or declination to stand for re-election

This item requires both that the accountant advise the
registrant that it has information that will materially impact the fairness or
reliability of the registrant's financial statements which if unresolved will prevent it
from issuing an unqualified opinion, and that the issue be unresolved at
the time of the dismissal.  The cited deficiencies were identified during the course
of the integrated audit of the Company's consolidated financial statements and
of its internal control over financial reporting for the year ended December 31,
2004.  At the time of PwC's dismissal, the integrated audit of the Company's
consolidated financial statements and of its internal control over financial
reporting had been completed and PwC had issued an unqualified opinion.

Based upon the foregoing, the Company believes that none of
the significant deficiencies described in the 8-K constituted a "reportable
event".

It may be helpful to explain why the Company included the
references to the significant deficiencies in the 8-K, since the Company
believes, if they were not "disagreements" or "reportable events" it was not
necessary to make the disclosure in this filing.  Prior to submission, the
Company provided a copy of the proposed filing to PwC.  The Company was
advised by PwC that it was the firm's policy  that significant deficiencies
should be disclosed in an 8-K filed in connection with a change in a
registrant's certifying accountants.  While the Company did not
believe that such a disclosure was required, it did not believe that it would be improper to include more information than was
legally mandated.  Accordingly, the existence of
the cited significant deficiencies were disclosed.

2. Please provide
us with any letter or written communication to and from the former accountants
regarding the significant deficiencies to management or the Audit Committee.

PwC's Audit Committee Report Resolution and Completion
dated March 9, 2005 is attached to this letter.  There are no further letters or
written communications to or from the former accountants regarding the
significant deficiencies to management or the Audit Committee.

3. When you engage
a new accountant, please report the engagement in a new Form 8-K and comply with
the requirements of Regulation S-K Item 304 (a)(2). In making any disclosures
about consultations with your new accountants, please ensure you disclose any
consultations up through the date of engagement.

            The Company has not yet engaged new
accountants, but will file a new form 8-K upon such engagement and will comply
with all of the requirements of Regulation S-K Item 304 applicable to the
filing.

      4. To the
extent that you make changes to the Form S-K
to comply with our
comments,
please obtain
and file an
updated Exhibit 16 letter from the former accountants stating
whether the accountant agrees with the
statements made in your
revised Form S-K.

 If a revised 8-K is filed, the Company will
obtain and file an updated Exhibit 16 letter from PwC as required by Item 304 of
Regulation S-K.

Attached is a written statement from the Company, as
requested in the Comment Letter.

            Please contact me if you wish to discuss any of
the foregoing or if you need further information.

Very truly yours,

Lippes Mathias
Wexler Friedman LLP

/S/ Janet N. Gabel

This acknowledgement is being made as of the 17th
day of June, 2005 by Gibraltar Industries, Inc. (the "Company") in connection
with its response to comments by the staff of the
Securities and Exchange Commission (the
"Commission") dated June 13, 2005 relating to the Company's Report on Form 8-K
filed June 10, 2005, File #0-22462.

 The Company hereby
acknowledges that:

-    the Company is responsible for
the adequacy and accuracy of the disclosure in its filings with the Commission;

-
comments by the staff of the
Commission or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any action
with respect to the filing; and

-    the Company may not assert
staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Gibraltar Industries, Inc.

By: /S/ David W. Kay

Name:  David W. Kay

Title:     Chief Financial Officer,

            Executive Vice President and
Treasurer