SECURITIES AND EXCHANGE COMMISSION
	                         Washington, D. C.  20549
	                      ______________________________
	                                     
	                                 FORM 10-K
	 (Mark One)
	(  X  )     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
	                                ACT OF 1934
	                For The Fiscal Year Ended December 31, 1997
	                                     
	                                    OR
	                                     
	  (     )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	                    THE SECURITIES EXCHANGE ACT OF 1934
	                                     
	             For the Transition Period From ___________ to ____________
	                      Commission File Number 0-22462
	                                     
	                        GIBRALTAR STEEL CORPORATION
	          (Exact name of Registrant as specified in its charter)
	                                     
	        Delaware                                16-1445150
	(State or other jurisdiction of             (I.R.S. Employer
	 incorporation organization)                 Identification No.)
	
	3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York     14219-0228
	(address of principal executive offices)                   (Zip Code)
	
	                               (716) 826-6500
	            Registrant's telephone number, including area code
	                                     
	        Securities registered pursuant to Section 12(b) of the Act:
	
	  Title of each class              Name of  each exchange on which registered
	Common Stock, $.01 par value             NASDAQ National Market System
	
	        Securities registered pursuant to Section 12(g) of the Act:
	                                     
	                                   NONE
	                                     
	Indicate by check mark whether the Registrant (1) has filed all reports
	required to be filed by Section 13 or 15(d) of the Securities Exchange Act
	of 1934 during the preceding 12 months (or for such shorter period that the
	Registrant was required to file such reports), and (2) has been subject to
	such filing requirements for the past 90 days.  YES  X    NO
	
	Indicate by check mark if disclosure of delinquent filers pursuant to Item
	405 of Regulation S-K is not contained herein, and will not be contained,
	to the best of the Registrant's knowledge, in definitive proxy or
	information statements incorporated by reference in Part III of the Form 10-
	K or any amendment to this Form 10-K. (  )
	
	As of December 31, 1997, the aggregate market value of the voting stock
	held by nonaffiliates of the Registrant amounted to $121,763,000.
	
	As of December 31, 1997, the number of common shares outstanding was:
	12,409,619.
	
	
	                    DOCUMENTS INCORPORATED BY REFERENCE
	                                     
	Portions of the Registrant's definitive Proxy Statement for the Annual
	Meeting of Shareholders to be held May 19, 1998, are incorporated by
	reference into Part III of this report.
	                                     
	                                     
	                                                Exhibit Index is on Page 36
	
	                                  PART I
	                                     
	Item 1.  Description of Business
	
	General
	
	The Company is an intermediate processor of value-added steel products,
	consisting primarily of a broad range of fully processed cold-rolled strip
	steel products.  Cold-rolled strip steel products comprise a segment of the
	cold-rolled sheet steel market that is defined by narrower widths, improved
	surface conditions and tighter gauge tolerances and are used by customers
	that demand critical specifications in their raw material needs. The
	Company manufactures high quality steel strapping for industrial
	applications and operates a precision metals facility for flat-rolled sheet
	steel and other processed metals products.  The Company is a supplier of
	galvanized, Galvalume and prepainted steel to the commercial and
	residential metal building industry.  Southeastern Metals Manufacturing,
	Inc. (SEMCO), acquired in January 1997, manufactures a wide array of metal
	products for the residential and commercial construction markets.  The
	Company provides metallurgical heat treating services for customers in a
	wide variety of industries.  The Company operates materials management
	facilities that link steel producers and end-user manufacturers by
	integrating the inventory purchasing, receiving, inspection, billing,
	storage and shipping functions resulting in true just-in-time delivery of
	materials, thereby enabling both the steel producers and the end-user
	manufacturers to manage inventory more efficiently.
	
	Industry Overview
	
	Intermediate steel processors occupy a market niche that exists between
	primary steel producers and end-user manufacturers.  Primary steel
	producers typically focus on the sale of standard size and tolerance steel
	to large volume purchasers, including intermediate steel processors.  At
	the same time, end-user manufacturers require steel with closer tolerances
	and on shorter lead times than the primary steel producers can provide
	efficiently.
	
	Metal Processes, Products and Services
	
	The Company utilizes any one or a combination of more than 20 different
	processes and services to produce and deliver a variety of products on a
	just-in-time basis to industrial manufacturers and fabricators in the
	automotive, automotive supply, appliance, metal building and construction,
	machinery, and steel industries.
	
	                     -2-
	
	The following metal processes, products and services are provided by the
	Company:
	
	Cold-Rolled Strip Steel.  The Company produces a broad range of fully
	processed cold-rolled strip steel products.  The Company buys wide, open
	tolerance sheet steel in coils from primary steel producers and processes
	it to specific customer orders by performing such computer-aided processes
	as cold reduction, annealing, edge rolling, slitting, roller leveling and
	cutting to length.  Cold reduction is the rolling of steel to a specified
	thickness, temper and finish.  Annealing is a thermal process which changes
	hardness and certain metallurgical characteristics of steel.  Edge rolling
	involves conditioning edges of processed steel into square, full round or
	partially round shapes.  Slitting is the cutting of steel to specified
	widths. Roller leveling applies pressure across the width of the steel to
	achieve precise flatness tolerances.  Depending on customer specifications,
	one or more of these processes are utilized to produce steel strip of a
	precise grade, temper, tolerance and finish.
	
	The Company operates 10 rolling mills at its facilities in Cleveland, Ohio,
	Chattanooga, Tennessee and Buffalo, New York, and is capable of rolling
	widths of up to 50 inches.  The Company has the capability to process coils
	up to a maximum of 72 inch outside diameter.  The Company's rolling mills
	include automatic gauge control systems with hydraulic screwdowns allowing
	for microsecond adjustments during processing.  The most current addition
	is the 56 inch reversing mill which the Company believes is the widest of
	its type in the industry.
	
	The Company's computerized mills produce products meeting the most
	stringent statistical quality control standards, enabling it to satisfy a
	growing industry demand for a range of steel from thicker to thinner, low
	carbons to alloy grades, all with precision gauge tolerances as close as +/-
	 .0002 inches.
	
	The Company's rolling facilities are further complemented by 15 high
	convection annealing furnaces, which shorten annealing times over
	conventional annealers.  The Company's newest furnaces incorporate the use
	of a hydrogen atmosphere for the production of cleaner and more uniform
	steel.  As a result of its annealing capabilities, the Company is able to
	produce cold-rolled strip steel with improved consistency in terms of
	thickness, hardness, molecular grain structure and surface.
	
	                     -3-
	
	The Company can produce certain of its strip steel products on oscillated
	coils which wind the steel strip in a manner similar to the way thread is
	wound on a spool.  Oscillating the steel enables the Company to put at
	least six times greater volume of finished product on a coil than standard
	ribbon winding, allowing customers to achieve longer production runs by
	reducing the number of equipment shut-downs to change coils.  Customers are
	thus able to increase productivity, reduce downtime, improve yield and
	lengthen die life.
	
	Precision Metals.  The Company operates a precision metals facility for
	flat-rolled sheet steel and other processed metal products.  In addition to
	slitting and cutting to length, the Company's precision metals facility can
	produce higher value-added products that are held to close tolerances and
	tight specifications through cold-rolling, annealing, blanking, oscillating
	and edging rolling.
	
	The Company also processes galvanized, Galvalume and prepainted steel at
	another facility for the commercial and residential metal building
	industries and can slit and cut to length material based upon customer
	specifications.
	
	Metal Products Manufacturing.  The Company through its SEMCO acquisition
	manufactures a wide array of galvanized steel, aluminum and copper products
	for the construction industry including steel framing for residential and
	commercial properties, metal trims, prefab homes and utility sheds, metal
	connectors, metal roofing, drywall products, gutters and down spouts,
	ventilation products and storm panel systems.  With facilities located in
	Florida, Georgia, Tennessee, Texas and Oklahoma, SEMCO uses precision
	engineering combined with slitting, stamping, roll forming and other
	processes to manufacture their various products.
	
	Steel Strapping Manufacturing.  Steel strapping is banding and packaging
	material that is used to close and reinforce shipping units such as bales,
	boxes, cartons, coils, crates and skids.  The Company believes that it is
	one of four major domestic manufacturers of high tensile steel strapping,
	which is used in heavy duty applications.  High tensile strapping is
	subject to strength requirements imposed by the American Association of
	Railroads for packaging of different products for common carrier transport.
	This high tensile steel strapping is essential to producers of large, heavy
	products such as steel, paper and lumber where reliability of the packaging
	material is critical to the safe transport of the product.
	
	The Company's strapping facility manufactures high tensile steel strapping
	by slitting, oscillating, heat treating, painting and packaging cold-rolled
	coils.
	
	                     -4-
	
	Steel strapping is cold-rolled to precise gauge on the Company's rolling
	mill, which incorporates hydraulic screw downs and automatic gauge controls
	with statistical charting.  This process ensures strapping product of the
	most uniform gauge available and produces the maximum amount of strapping
	per pound of steel.  All products are tested by on-site laboratory
	personnel for width, thickness and other metallurgical properties.
	
	To meet the differing needs of its customers, the Company offers its
	strapping products in various thicknesses, widths and coil sizes.  The
	Company also manufactures custom color and printed strapping.  In addition,
	the Company offers related strapping products, such as seals and tools, and
	is able to manufacture tensional strapping for lighter duty applications.
	
	Metallurgical Heat Treating Services.  In February 1996, the Company
	acquired Carolina Commercial Heat Treating, Inc. (CCHT) which through its
	facilities located in North Carolina, South Carolina, Tennessee, Georgia
	and Alabama (acquired in May 1997) provides metallurgical heat treating
	services for customer-owned parts.  These services include case-hardening,
	surface-hardening and through-hardening processes for customers in a wide
	variety of industries.  Using methods such as annealing, flame hardening,
	vacuum hardening, carburizing and nitrating, as well as a host of other
	services, these facilities can harden, soften or otherwise impart desired
	properties on parts made of steel, copper and various alloys and other
	metals.  A variety of brazing services to join metallic objects together is
	also provided.  CCHT maintains a metallurgical laboratory at each facility,
	providing a range of testing capabilities to add value to treated parts and
	enhance quality control.  Consistent quality control is maintained by
	application of a statistical process control system.  Additionally, CCHT
	maintains a fleet of trucks and trailers to provide rapid turnaround time
	for its customers.
	
	Materials Management.  The Company operates two materials management
	facilities that link primary steel producers and end-user manufacturers by
	integrating the inventory purchasing, receiving, inspection, billing,
	storage and shipping functions and producing true just-in-time delivery of
	materials.  These facilities receive shipments of steel by rail and truck
	from steel producers, which retain ownership of the steel until it is
	delivered to the end-user manufacturer.  The Company inspects the steel and
	stores it in a climate-controlled environment through the use of a
	specialized stacker crane and racking system.  When an order is placed, the
	Company often delivers the steel to the end-user manufacturer within one
	hour using Company-owned trucks that have been custom designed to
	facilitate the loading and unloading process.
	
	                     -5-
	
	Joint Venture.  The Company is a minority partner in two steel pickling
	operations. After the hot-rolling process, the surface of sheet steel is
	left with a residue known as scale, which must be removed prior to further
	processing by a cleaning process known as pickling.  This joint venture
	pickles steel on a toll basis, receiving fees for its pickling services
	without acquiring ownership of the steel.
	
	Quality Control
	
	The Company carefully selects its raw material vendors and uses
	computerized inspection and analysis to assure that the steel that enters
	its production processes will be able to meet the most critical
	specifications of its customers.  The Company uses documented procedures
	during the production process, along with statistical process control
	computers linked directly to processing equipment, to monitor that such
	specifications are met.  Physical, chemical and metallographic analyses are
	performed during the production process to verify that mechanical and
	dimensional properties, cleanliness, surface characteristics and chemical
	content are within specification.
	
	Suppliers and Raw Materials
	
	Intermediate steel processing companies are required to maintain
	substantial inventories of raw materials in order to accommodate the short
	lead times and just-in-time delivery requirements of their customers.
	Accordingly, the Company generally maintains its inventory of raw materials
	at levels that it believes are sufficient to satisfy the anticipated needs
	of the customers based upon historic buying practices and market
	conditions.  The primary raw material utilized by the Company in its
	processing operations is flat-rolled steel.  The Company purchases flat-
	rolled steel at regular intervals from a number of suppliers, however, a
	majority of its steel requirements is purchased from 18 major North
	American suppliers.  The Company has no long-term commitments with any of
	its suppliers.
	
	Technical Services
	
	The Company employs a staff of engineers and other technical personnel and
	maintains fully-equipped, modern laboratories to support is operations.
	The facilities enable the Company to verify, analyze and document the
	physical, chemical, metallurgical and mechanical properties of its raw
	materials and products.  Technical service personnel also work in
	conjunction with the sales force to determine the types of flat rolled
	steel required for the particular needs of the Company's customers.
	
	                     -6-
	
	Sales and Marketing
	
	The Company's products and services are sold primarily by Company sales
	personnel located throughout the midwest, northeast and southeast United
	States and Mexico.  This marketing staff is supported by a vice president
	of sales for each of the Company's principal product lines.
	
	Customers and Distribution
	
	The Company services approximately 6,000 industrial customers located
	primarily in the midwest, northeast and southeast United States, Canada and
	Mexico.  In 1997, net sales to automotive and automotive supply
	manufacturers accounted for approximately 17% and 19%, respectively.  The
	Company also sells its products to customers in the appliance, metal
	building and construction, and steel industries.
	
	The Company primarily manufactures its products exclusively to customer
	order rather than for inventory. Although the Company negotiates annual
	sales orders with a majority of its customers, these orders are subject to
	customer confirmation as to product amounts and delivery dates.
	
	In 1995 General Motors Corporation, through its various subsidiaries and
	affiliates, accounted for approximately 11% of net sales.  In 1996 and
	1997, no customer of the Company represented 10% or more of the Company's
	net sales.
	
	Competition
	
	The steel processing market is highly competitive.  The Company competes
	with a small number of other intermediate steel processors, some of which
	also focus on fully processed high value-added steel products.  The Company
	competes on the basis of the precision and range of achievable tolerances,
	quality, price and the ability to meet delivery schedules dictated by
	customers.
	
	                      -7-
	
	The Company also competes with a small number of other steel strapping
	manufacturers on the basis of quality, price, product variety and the
	ability to meet delivery schedules dictated by customers.
	
	The Company competes with a small number of suppliers of heat treating
	services in its market areas on the basis of quality, price, and delivery.
	
	The Company competes with a number of other metal products manufacturers in
	its market areas on the basis of quality, price, and delivery.
	
	Employees
	
	At December 31, 1997, the Company employed approximately 1,450 people.
	
	Backlog
	
	Because of the nature of the Company's products and the short lead time
	order cycle, backlog is not a significant factor in the Company's business.
	The Company believes that substantially all of its backlog of firm orders
	existing on  December 31, 1997 will be shipped prior to the end of 1998.
	
	Governmental Regulation
	
	The Company's processing centers and manufacturing facilities are subject
	to many federal, state and local requirements relating to the protection of
	the environment.  The Company believes that it is in material compliance
	with all environmental laws, does not anticipate any material expenditures
	in order to meet environmental
	requirements and does not believe that future compliance with such laws and
	regulations will have a material adverse effect on its results of
	operations or financial condition.
	
	The Company's operations are also governed by many other laws and
	regulations.  The Company believes that it is in material compliance with
	these laws and regulations and does not believe that future compliance with
	such laws and regulations will have a material adverse effect on its
	results of operations or financial condition.
	
	                     -8-
	
	Item 2.  Description of Properties
	
	The Company maintains its corporate headquarters in Buffalo, New York and
	conducts its business operations in facilities located in New York,
	Michigan, Illinois, Ohio, Tennessee, Texas, South Carolina, North Carolina,
	Georgia, Alabama, Florida, and Oklahoma.
	
	The Company believes that its primary existing facilities, listed below,
	and their equipment are effectively utilized, well maintained, in good
	condition and will be able to accommodate its capacity needs through 1998.
	
	                                                              Square    Owned or
	Location                   Utilization                        Footage   Leased
	
	Buffalo, New York          Headquarters                        23,000   Leased
	
	Buffalo, New York          Precision metals processing;
	                           warehouse                          207,000   Owned
	
	Cheektowaga, New York      Cold-rolled strip steel processing
	                           and strapping products             148,000   Owned
	
	Tonawanda, New York        Cold-rolled strip steel and
	                           precision metals processing        128,000   Owned
	
	Lackawanna, New York       Materials management facility       65,000   Leased
	
	Dearborn, Michigan         Strapping tool products              3,000   Owned
	
	Woodhaven, Michigan        Materials management facility      100,000   Owned
	
	Franklin Park, Illinois    Coated sheet steel and precision
	                           metals processing                   99,000   Owned
	
	Cleveland, Ohio            Cold-rolled strip steel
	                           processing                         259,000   Leased
	
	Chattanooga, Tennessee     Steel processing                    65,000   Owned
	
	Brownsville, Texas         Distribution warehouse              15,000   Leased
	
	Fountain Inn, S. Carolina  Heat treating services              77,400   Leased
	
	Reidsville, N. Carolina    Heat treating services              53,500   Leased
	
	Morristown, Tennessee      Heat treating services              24,200   Owned
	
	Conyers, Georgia           Heat treating services              18,700   Leased
	
	Athens, Alabama            Heat treating services              20,000   Leased
	
	                     -9-
	
	                                                              Square    Owned or
	Location                   Utilization                        Footage   Leased
	
	Charlotte, N. Carolina     Administrative office                3,400   Leased
	
	Jacksonville, Florida      Administrative office and
	                           metal products manufacturing       261,400   Leased
	
	Miami, Florida             Metal products manufacturing        77,000   Leased
	
	Tampa, Florida             Metal products manufacturing        50,000   Leased
	
	Nashville, Tennessee       Metal products manufacturing        52,500   Leased
	
	San Antonio, Texas         Metal products manufacturing        70,000   Leased
	
	Houston, Texas             Metal products manufacturing        48,200   Leased
	
	Vidalia, Georgia           Metal products manufacturing        34,000   Leased
	
	Miami, Oklahoma            Metal products warehouse            15,000   Leased
	
	
	
	Item 3.  Legal Proceedings
	
	From time to time, the Company is named a defendant in legal actions
	arising out of the normal course of business.  The Company is not a party
	to any pending legal proceeding the resolution of which the management of
	the Company believes will have a material adverse effect on the Company's
	results of operations or financial condition or to any other pending legal
	proceedings other than ordinary, routine litigation incidental to its
	business.  The Company maintains liability insurance against risks arising
	out of the normal course of business.
	
	Item 4.  Submission of Matters to a Vote of Security Holders
	
	Not applicable.
	
	                      -10-
	
	                                  PART II
	                                     
	Item 5.  Market for Common Equity and Related Stockholder Matters
	
	As of December 31, 1997, there were 147 shareholders of record of the
	Company's common stock.  However, the Company believes that it has a
	significantly higher number of shareholders because of the number of shares
	that are held by nominees.
	
	The Company's common stock is traded in the over-the-counter market and
	quoted on the National Association of Securities Dealers Automated
	Quotation System - National Market System ("Nasdaq").  Its trading symbol
	is "ROCK".  The following table sets forth the high and low sales prices
	per share for the Company's common stock for each quarter of 1997 and 1996:
	
	            1997                         High            Low
	            Fourth Quarter            $  25 1/2        $ 17 3/4
	            Third Quarter                28              20 3/4
	            Second Quarter               25 1/2          18 7/8
	            First Quarter                26 3/4          18 1/4
	
	            1996
	            Fourth Quarter             $ 26 1/4        $ 21
	            Third Quarter                23 1/4          16 1/2
	            Second Quarter               22              15
	            First Quarter                15 3/4          12 1/8
	
	The Company has never paid cash dividends on its common stock and it is
	currently the Company's policy to invest earnings in the future development
	and growth of the Company.
	
	                     -11-
	
	Item 6.  Selected Financial Data
	         (in thousands, except per share data)
	                                                                        
	                                               Year Ended December 31,

	                                  1997       1996       1995       1994       1993
	                                                                          
	Net Sales                      $ 449,700  $ 342,974  $ 282,833  $ 200,142  $ 167,883
	Income from operations            32,603     30,617     20,368     16,179     12,934
	Interest expense                   5,115      3,827      3,984      1,374      1,621
	Income before income taxes        27,488     26,790     16,384     14,805     11,513
	Income taxes                      11,072     10,815      6,662      5,996      6,300
	Net income                        16,416     15,975      9,722      8,809      5,213
	                                                                           
	Net income per share-Basic     $    1.33  $    1.42  $     .96  $     .87
	Weighted average shares
	  outstanding                     12,357     11,261     10,164     10,163
	Net income per share-Diluted   $    1.30  $    1.39  $     .95  $     .86
	                                                                          
	Pro forma net income (a)                                                   $   7,337
	Pro forma net income per share-
	  Basic & Diluted                                                          $     .72
	Pro forma weighted average
	  shares outstanding (b)                                                      10,163
	                                                                          
	Current assets                 $ 130,746  $ 109,526  $  86,995  $  70,552  $  50,502
	Current liabilities               43,101     40,853     29,480     22,028     21,905
	Total assets                     281,336    222,507    167,423    126,380     92,868
	Total debt                        83,024     49,841     59,054     38,658     14,179
	Shareholders' equity             140,044    121,744     70,244     60,396     51,587
	                                                                          
	Capital expenditures           $  21,784  $  15,477  $  14,504  $  16,171  $  10,468
	Depreciation and amortization      8,478      6,246      4,538      3,445      3,399
	                                                                          
	(a) Pro forma net income assumes that all of the Company's subsidiaries had
	     been subject to income taxation as C Corporations during the period
	     prior to the Company's initial public offering in November 1993.
	                                                                         
	(b) Pro forma weighted average number of common shares was computed assuming
	     the Company's initial public offering occurred at the beginning of the
	     year.
	                                                                         
	                     -12-
	
	Item 7.  Management's Discussion and Analysis of Financial Condition
	         and Results of Operations
	
	Results of Operations
	
	Year Ended 1997 Compared to Year Ended 1996
	
	Net sales increased by $106.7 million, or 31%, to a record $449.7 million
	in 1997 from $343.0 million in 1996.  This increase primarily resulted from
	the inclusion of net sales of SEMCO (acquired January 1997) and sales
	growth at existing operations.
	
	Cost of sales increased $93.8 million, or 33%, to $375.5 million in 1997
	from $281.7 million in 1996.  Cost of sales increased to 83.5% of net sales
	in 1997 from 82.1% of net sales in 1996.  This increase was due to higher
	raw material costs which were not fully passed through to customers,
	partially offset by higher margins on SEMCO sales.
	
	Selling, general and administrative expense increased by $10.9 million, or
	36%, to $41.6 million in 1997 from $30.6 million in 1996.  As a percentage
	of net sales, selling, general and administrative expenses increased from
	8.9% in 1996 to 9.2% in 1997.  This increase was primarily due to higher
	costs as a percentage of sales attributable to SEMCO.
	
	Interest expense increased by $1.3 million from 1996 to 1997 primarily due
	to higher average borrowings as a result of the SEMCO acquisition and
	capital expenditures.
	
	As a result of the above, income before taxes increased by $.7 million, or
	3%, to a record $27.5 million in 1997 from $26.8 million in 1996.
	
	Income taxes approximated $11.1 million in 1997, an effective rate of 40.3%
	in comparison with 40.4% in 1996.
	
	
	Year Ended 1996 Compared to Year Ended 1995
	
	Net sales increased by $60.1 million, or 21%, to $343.0 million in 1996
	from $282.8 million in 1995.  This increase primarily resulted from
	including twelve months of net sales of Hubbell Steel (acquired April 1995)
	for 1996 compared to nine months in 1995, including net sales of CCHT
	(acquired February 14, 1996) and sales growth at existing operations.
	
	Cost of sales increased by $41.3 million, or 17%, to $281.7 million in 1996
	from $240.3 million in 1995.  As a percentage of net sales, cost of sales
	decreased to 82% of net sales from 85%.  This decrease was primarily due to
	higher margins attributable to CCHT sales and lower raw material costs at
	other operations.
	
	Selling, general and administrative expense increased by $8.5 million, or
	39%, to $30.6  million in 1996 from $22.1 million in 1995.  As a percentage
	of net sales, selling, general and administrative expense increased to 8.9%
	from 7.8% in 1995 primarily due to higher costs as a percentage of sales
	attributable to CCHT and performance based compensation linked to the
	Company's sales and profitability.
	
	                     -13-
	
	Interest expense decreased by $.2 million primarily due to lower interest
	rates in 1996 compared to 1995 which were partially offset by higher
	average borrowings resulting from higher inventory levels to service
	increased sales and capital expenditures.
	
	As a result of the above, income before taxes increased by $10.4 million,
	or 64%, to $26.8 million in 1996 from $16.4 million in 1995.
	
	Income taxes approximated $10.8 million in 1996, an effective rate of 40.4%
	in comparison with 40.7% for 1995.
	
	
	Liquidity and Capital Resources
	
	
	During 1997, the Company increased working capital by $19 million to $87.6
	million and the current ratio improved to 3.0 to 1 versus 2.7 to 1 at
	December 31, 1996.  Long term debt increased by $33.2 million to $81.8
	million and to 37% of total capitalization.  Additionally, shareholders'
	equity increased by 15% to $140 million at December 31, 1997.
	
	The Company's principal capital requirements are to fund its operations
	including working capital requirements, the purchase and funding of
	improvements to its facilities, machinery and equipment and to fund
	acquisitions.
	
	Net cash provided by operations of $24.4 million resulted primarily from
	net income of $16.4 million, depreciation and amortization of $8.5 million
	and provision for deferred income taxes of $2.2 million offset by the
	decrease in accounts payable and accrued expenses of $2.6 million.
	
	Net cash provided by operations of $24.4 million combined with net proceeds
	from long-term debt of $18.5 million and $3.1 million of cash on hand were
	used for the acquisition of SEMCO and capital expenditures.  The most
	significant capital expenditure included the construction and installation
	of a new cold rolling mill at the Cleveland, Ohio facility.
	
	During 1997, the Company amended its revolving credit agreement with its
	bank group to increase the capacity of the revolver to $185 million and
	borrow on an unsecured basis.  At December 31, 1997, $107.6 million of the
	revolver was unused.
	
	The Company believes that availability under its credit facility, together
	with funds generated from operations, will be more than sufficient to
	provide the Company with the liquidity and capital resources necessary to
	fund its anticipated working capital requirements, acquisitions and capital
	expenditure commitments for the next twelve months.
	
	The Company believes that environmental issues will not require the
	expenditure of material amounts for environmental compliance in the future.
	
	                           Safe Harbor Statement
	
	The Company wishes to take advantage of the Safe Harbor provisions included
	in the Private Securities Litigation Reform Act of 1995 (the "Act").
	Statements by the Company, other than historical information, constitute
	"forward looking statements" within the meaning of the Act and may be
	subject to a number of risk factors.  Factors that could affect these
	statements include, but are not limited to, the following:  the impact of
	changing steel prices on the Company's results of operations; changing
	demand for the company's products and services; and changes in interest or
	tax rates.
	
	                     -14-
	
	              Company Responsibility For Financial Statements
	                                     
	                                     
	The accompanying consolidated financial statements of Gibraltar Steel
	Corporation have been prepared by management, which is responsible for
	their integrity and objectivity.  The statements have been prepared in
	conformity with generally accepted accounting principles and include
	amounts based on management's best estimates and judgments.  Financial
	information elsewhere in this Annual Report is consistent with that in the
	consolidated financial statements.
	
	The Company has established and maintains a system of internal control
	designed to provide reasonable assurance that assets are safeguarded and
	that the financial records reflect the authorized transactions of the
	Company.
	
	The financial statements have been audited by Price Waterhouse LLP,
	independent accountants.  As part of their audit of the Company's 1997
	financial statements, Price Waterhouse LLP considered the Company's system
	of internal control to the extent they deemed necessary to determine the
	nature, timing and extent of their audit tests.
	
	The Board of Directors pursues its responsibility for the Company's
	financial reporting through its Audit Committee, which is composed entirely
	of outside directors.  The independent accountants have direct access to
	the Audit Committee, with and without the presence of management
	representatives, to discuss the results of their audit work and their
	comments on the adequacy of internal accounting controls and the quality of
	financial reporting.
	
	
	
	
	
	
	
	
	Brian J. Lipke
	Chairman of the Board
	and Chief Executive Officer
	
	
	
	
	
	Walter T. Erazmus
	Executive Vice President
	and Chief Financial Officer
	
	                     -15-
	
	Item 8.  Financial Statements and Supplementary Data           Page Number
	
	Index to Financial Statements:
	
	   Financial Statements:
	
	     Report of Independent Accountants                              17
	
	     Consolidated Balance Sheet at December 31, 1997 and 1996       18
	
	     Consolidated Statement of Income for the three years
	     ended December 31, 1997                                        19
	
	     Consolidated Statement of Cash Flows for the three
	     years ended December 31, 1997                                  20
	
	     Consolidated Statement of Shareholders' Equity for
	     the three years ended December 31, 1997                        21
	
	     Notes to Consolidated Financial Statements                     22
	
	Supplementary Data:
	
	   Quarterly Unaudited Financial Data                               32
	
	                     -16-
	
	                     Report of Independent Accountants
	                                     
	                                     
	                                     
	To the Board of Directors and
	Shareholders of Gibraltar Steel Corporation
	
	
	In our opinion, the consolidated financial statements listed in the
	accompanying index present fairly, in all material respects, the financial
	position of Gibraltar Steel Corporation and its subsidiaries at December
	31, 1997 and 1996, and the results of their operations and their cash flows
	for each of the three years in the period ended December 31, 1997, in
	conformity with generally accepted accounting principles.  These financial
	statements are the responsibility of the Company's management; our
	responsibility is to express an opinion on these financial statements based
	on our audits.  We conducted our audits of these statements in accordance
	with generally accepted auditing standards which require that we plan and
	perform the audit to obtain reasonable assurance about whether the
	financial statements are free of material misstatement.  An audit includes
	examining, on a test basis, evidence supporting the amounts and disclosures
	in the financial statements, assessing the accounting principles used and
	significant estimates made by management, and evaluating the overall
	financial statement presentation.  We believe that our audits provide a
	reasonable basis for the opinion expressed above.
	
	
	
	
	Price Waterhouse LLP
	Buffalo, New York
	January 19, 1998
	
	                     -17-
	
	 
	                   GIBRALTAR STEEL CORPORATION
	                   CONSOLIDATED BALANCE SHEET
	          (in thousands, except share and per share data)

	                                                          
	                                                    December 31,
	ASSETS                                          1997            1996
	                                                                              
	Current assets:                                                           
	   Cash and cash equivalents                  $   2,437       $   5,545
	   Accounts receivable                           49,151          40,106
	   Inventories                                   76,701          62,351
	   Other current assets                           2,457           1,524
	                                                -------         ------- 
	       Total current assets                     130,746         109,526
	
	   Property, plant and equipment, net           115,402          88,670
	   Other assets                                  35,188          24,311
	                                                -------         -------
	                                              $ 281,336       $ 222,507
	                                                =======         =======
	LIABILITIES AND SHAREHOLDERS' EQUITY                                      
	                                                                              
	Current liabilities:                                                      
	   Accounts payable                           $  38,233       $  35,397
	   Accrued expenses                               3,644           4,238
	   Current maturities of long-term debt           1,224           1,218
	                                                -------         -------
	       Total current liabilities                 43,101          40,853
	                                                                              
	   Long-term debt                                81,800          48,623
	   Deferred income taxes                         15,094          10,364
	   Other non-current liabilities                  1,297             923
	   Shareholders' equity                                                      
	     Preferred shares, $.01 par value;                                    
	      authorized: 10,000,000 shares;
	      none outstanding                                -               -
	     Common shares, $.01 par value;                                       
	      authorized: 50,000,000 shares;
	      issued and outstanding: 12,409,619
	      shares in 1997 and 12,322,400 in 1996         124             123
	     Additional paid-in capital                  66,190          64,307
	     Retained earnings                           73,730          57,314
	                                                -------         -------
	       Total shareholders' equity               140,044         121,744
	                                                -------         -------
	                                              $ 281,336       $ 222,507
	                                                =======         =======
	 The accompanying notes are an integral part of these financial statements.
	
	                     -18-
	
	                     GIBRALTAR STEEL CORPORATION
	                   CONSOLIDATED STATEMENT OF INCOME
	                (in thousands, except per share data)
	                                                               
	                                        Year Ended December 31,
	                                     1997         1996        1995
	                                                                   
	Net sales                         $ 449,700    $ 342,974   $ 282,833
	                                                                   
	Cost of sales                       375,537      281,717     240,370
	                                    -------      -------     -------
	   Gross profit                      74,163       61,257      42,463
	                                                                   
	Selling, general and
	 administrative expense              41,560       30,640      22,095
	                                    -------      -------     -------
	   Income from operations            32,603       30,617      20,368
	                                                                   
	Interest expense                      5,115        3,827       3,984
	                                    -------      -------     -------
	   Income before taxes               27,488       26,790      16,384
	                                                                   
	Provision for income taxes           11,072       10,815       6,662
	                                    -------      -------     -------
	   Net income                     $  16,416    $  15,975   $   9,722
	                                    =======      =======     =======
	
	Net income per share - Basic      $    1.33    $    1.42   $     .96
	                                    =======      =======     =======
	Weighted average shares
	 outstanding - Basic                 12,357       11,261      10,164
	                                    =======      =======     =======
	                                                                   
	                                                                   
	Net income per share - Diluted    $    1.30    $    1.39   $     .95
	                                    =======      =======     =======
	                                                                   
	Weighted average shares
	 outstanding - Diluted               12,591       11,464      10,213 
	                                    =======      =======     =======
	                                                                   
	 The accompanying notes are an integral part of these financial statements.
	
	                     -19-
	
	                        GIBRALTAR STEEL CORPORATION
	                    CONSOLIDATED STATEMENT OF CASH FLOWS
	                               (in thousands)

	                                                     Year Ended December 31,
	                                                  1997        1996        1995

	CASH FLOWS FROM OPERATING ACTIVITIES
	                                                                            
	Net income                                     $  16,416   $  15,975   $   9,722
	Adjustments to reconcile net income
	  income to net cash provided by
	  (used in) operating activities:
	  Depreciation and amortization                    8,478       6,246       4,538
	  Provision for deferred income taxes              2,227         774         218
	  Undistributed equity investment income            (444)       (528)       (366)
	  Gain on disposition of property
	    and equipment                                    (68)         (4)       (146)
	  Increase (decrease) in cash resulting
	  from changes in (net of effects
	  from acquisitions):
	    Accounts receivable                             (176)     (1,225)        838
	    Inventories                                    1,607     (17,077)     17,979
	    Other current assets                            (726)        411        (503)
	    Accounts payable and accrued expenses         (2,597)      9,275       3,390
	    Other assets                                    (289)       (244)         70
	                                                 --------    --------    --------
	    Net cash provided by operating activities     24,428      13,603      35,740
	                                                 --------    --------    --------
	                                                                            
	CASH FLOWS FROM INVESTING ACTIVITIES
	                                                                            
	Acquisitions, net of cash acquired               (26,475)    (23,715)    (20,859)
	Investments in property, plant and equipment     (21,784)    (15,477)    (14,504)
	Proceeds from sale of property and equipment       1,118         775         317
	                                                 --------    --------    --------
	    Net cash used in investing activities        (47,141)    (38,417)    (35,046)
	                                                 --------    --------    --------
	                                                                      
	CASH FLOWS FROM FINANCING ACTIVITIES
	                                                                            
	Long-term debt reduction                         (79,962)    (78,195)    (64,527)
	Proceeds from long-term debt                      98,417      68,906      66,832
	Net proceeds from issuance of common stock         1,150      35,525           -
	                                                 --------    --------    --------
	    Net cash provided by financing activities     19,605      26,236       2,305
	                                                 --------    --------    --------
	Net (decrease) increase in cash and
	  and cash equivalents                            (3,108)      1,422       2,999
	Cash and cash equivalents at beginning of year     5,545       4,123       1,124
	                                                 --------    --------    --------
	Cash and cash equivalents at end of year       $   2,437   $   5,545   $   4,123
	                                                 ========    ========    ========
	                                                                            
	 The accompanying notes are an integral part of these financial statements.
	
	                     -20-
	
	                       GIBRALTAR STEEL CORPORATION
	              CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
	                            (in thousands)
	                                                                          
	                                                           Additional           
	                                       Common Shares         Paid-in     Retained
	                                     Shares     Amount       Capital     Earnings
	                                                                              
	Balance at December 31, 1994          10,163    $    102    $  28,677    $  31,617
	                                                                              
	   Net income                              -           -            -        9,722
	   Profit sharing plan contribution       11           -          126            -
	                                      ------      ------      -------      -------                       
	Balance at December 31, 1995          10,174         102       28,803       41,339
	                                                                              
	   Net income                              -           -            -       15,975
	   Public offering                     2,050          20       34,370            -
	   Profit sharing plan contribution       11           -          184            -
	   Stock options exercised                87           1          950            -
	                                      ------      ------      -------      -------                       
	Balance at December 31, 1996          12,322         123       64,307       57,314
	                                                                              
	   Net income                              -           -            -       16,416
	   Stock options exercised and
	    related tax benefit                   73           1        1,562            -
	   Stock awards                            4           -           82            -
	   Profit sharing plan contribution       11           -          239
	                                      ------      ------      -------      -------                       
	Balance at December 31, 1997          12,410    $    124    $  66,190    $  73,730
	                                      ======      ======      =======      =======
	        
	 The accompanying notes are an integral part of these financial statements.
	
	                     -21-
	       
	                        GIBRALTAR STEEL CORPORATION
	                                     
	                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	                                     
	                                     
	                                     
	1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	
	Principles of Consolidation
	
	The consolidated financial statements include the accounts of Gibraltar
	Steel Corporation and subsidiaries (the Company).  Significant intercompany
	accounts and transactions have been eliminated.
	
	
	Use of Estimates
	
	The preparation of financial statements in conformity with generally
	accepted accounting principles requires management to make estimates and
	assumptions that affect the amounts reported in the financial statements
	and accompanying notes.  Actual results could differ from those estimates.
	
	
	Cash and Cash Equivalents
	
	Cash and cash equivalents include cash on hand, checking accounts and all
	highly liquid investments with a maturity of three months or less.
	
	
	Inventories
	
	Inventories are valued at the lower of cost or market.  Cost is determined
	using the first-in, first-out method.
	
	
	Property, Plant and Equipment
	
	Property, plant and equipment are stated at cost and depreciated over their
	estimated useful lives using the straight-line method.  Accelerated methods
	are used for income tax purposes.  Interest is capitalized in connection
	with construction of qualified assets.  Under this policy, interest of
	$963,000, $522,000 and $683,000 was capitalized in 1997, 1996 and 1995,
	respectively.
	
	
	Other Assets
	
	Goodwill is amortized over 35 years.  Amortization expense was $880,000,
	$557,000 and $218,000 in 1997, 1996, and 1995, respectively.
	
	                     -22-
	
	Shareholders' Equity
	
	In both July 1997 and 1996, the Company issued 11,000 of its common shares
	as a contribution to one of its profit sharing plans.
	
	Interest Rate Exchange Agreements
	
	Interest rate swap agreements, which are used by the Company in the
	management of interest rate risk, are accounted for on an accrual basis.
	Amounts to be paid or received under interest rate swap agreements are
	recognized as interest expense or income in the periods in which they
	accrue.  Swaps are not used for trading purposes.
	
	
	Income Taxes
	
	The financial statements of the Company have been prepared using the asset
	and liability approach in accounting for income taxes which requires the
	recognition of deferred tax assets and liabilities for the expected future
	tax consequences of temporary differences between the carrying amounts and
	the tax bases of other assets and liabilities.
	
	
	Earnings Per Share
	
	Basic net income per share equals net income divided by the weighted
	average shares outstanding during the year.  The computation of diluted net
	income per share includes all dilutive common stock equivalents in the
	weighted average shares outstanding.
	
	
	2.  ACQUISITIONS
	
	On January 31, 1997, the Company acquired the stock of Southeastern Metals
	Manufacturing Company, Inc. (SEMCO) for approximately $25 million in cash.
	In addition, the Company repaid approximately $15 million of SEMCO's bank
	indebtedness.  SEMCO manufactures a wide array of metal products for the
	residential and commercial construction markets.
	
	On February 14, 1996, the Company acquired the stock of Carolina Commercial
	Heat Treating, Inc. (CCHT) for approximately $25 million in cash.  CCHT,
	headquartered in Charlotte, North Carolina, provides heat treating, brazing
	and related metal-processing services to a broad range of industries,
	including the automotive, hand tools, construction equipment and industrial
	machinery industries.
	
	
	These acquisitions have been accounted for using purchase accounting with
	SEMCO's and CCHT's results of operations included from the respective
	acquisition dates. The purchase price exceeded the fair market value of the
	net assets by approximately $11 million each for both SEMCO and CCHT.
	
	                     -23-
	
	The following pro forma information presents the condensed results of
	operations of the Company as if the acquisitions had occurred at the
	beginning of each period presented.  The pro forma amounts may not be
	indicative of the results that would have actually been achieved and are
	not necessarily indicative of future results.
	
	
	
	                                    (in thousands, except per share data)
	                                            Year Ended December 31,
	                                              1997            1996
	                                                  (unaudited)
	
	Net sales                                 $ 456,224       $ 434,928
	                                            =======         =======
	Income before taxes                       $  27,198       $  28,067
	                                             ======          ======
	Net income                                $  16,234       $  16,600
	                                             ======          ======
	Net income per share                      $    1.31       $    1.47
	                                             ======          ======
	
	
	3.  ACCOUNTS RECEIVABLE
	
	Accounts receivable are expected to be collected within one year and are
	net of reserves for doubtful accounts of $990,000 and $698,000 at December
	31, 1997 and 1996, respectively.
	
	
	
	4.  INVENTORIES
	
	Inventories at December 31 consist of the following:
	
	                                                   (in thousands)
	                                                  1997        1996
	
	Raw material                                   $ 51,804    $ 45,258
	Finished goods and work-in-process               24,897      17,093
	                                                 ------      ------
	     Total inventories                         $ 76,701    $ 62,351
	                                                 ======      ======
	                     -24-
	 
	5.  PROPERTY, PLANT AND EQUIPMENT
	
	Property, plant and equipment, at cost less accumulated depreciation, at
	December 31 consists of the following:
	
	                                                       (in thousands)
	                                                      1997         1996
	
	Land and land improvements                       $    2,984   $    2,978
	Building and improvements                            32,420       29,145
	Machinery and equipment                              99,737       78,018
	Construction in progress                             16,503        7,894
	                                                   --------     --------
	                                                    151,644      118,035
	 
	Less accumulated depreciation and amortization       36,242       29,365
	                                                   --------     --------
	     Property, plant and equipment, net          $  115,402   $   88,670
	                                                   ========     ========
	
	6.  OTHER ASSETS
	
	Other assets at December 31 consist of the following:
	
	                                                   (in thousands)
	                                                 1997         1996
	
	Goodwill, net                                 $ 30,275     $ 20,199
	Equity interest in partnership                   3,736        3,292
	Other                                            1,177          820
	                                                ------       ------
	     Total other assets                       $ 35,188     $ 24,311
	                                                ======       ======
	
	The Company's 26% partnership interest is accounted for using the equity
	method of accounting.  The partnership provides a steel cleaning process
	called pickling to steel mills and steel processors, including the Company.
	
	                     -25-
	
	7.  DEBT
	
	Long-term debt at December 31 consists of the following:
	
	                                                   (in thousands)
	                                                  1997        1996
	
	Revolving credit notes payable                 $ 77,400    $ 43,000
	
	Industrial Development Revenue Bond               5,048       6,190
	
	Other debt                                          576         651
	                                                 ------      ------
	                                                 83,024      49,841
	Less current maturities                           1,224       1,218
	                                                 ------      ------
	     Total long-term debt                      $ 81,800    $ 48,623
	                                                 ======      ======
	
	In September 1997, the Company amended its debt agreement increasing its
	revolving credit facility to $185,000,000.  The facility is unsecured and
	is committed through September 2002.  This facility has various interest
	rate options which are no greater than the bank's prime rate. In addition,
	the Company may enter into interest rate exchange agreements (swaps) to
	manage interest costs and exposure to changing interest rates.  At
	December 31, 1997 the Company had three interest rate swap agreements
	outstanding that effectively converted $55,000,000 of floating rate debt to
	fixed rates ranging from 6.39% to 6.78% which terminate at different dates
	beginning November 2000.  At December 31, 1997, additional borrowings
	consisted of $22,400,000 with an interest rate of LIBOR plus a fixed rate.
	The weighted average interest rate of these borrowings was 6.78% at
	December 31, 1997.
	
	In addition, the Company has an Industrial Development Revenue Bond payable
	in equal installments through May 2002, with an interest rate of LIBOR plus
	a fixed rate (6.57% at December 31, 1997), which financed the cost of its
	Tennessee expansion under a capital lease agreement.  The cost of the
	facility and equipment equal the amount of the bond and includes
	accumulated amortization of $1,015,000.  The agreement provides for the
	purchase of the facility and equipment at any time during the term of the
	lease at scheduled amounts or at the end of the lease for a nominal amount.
	
	The aggregate maturities on long-term debt including lease purchase
	obligations for the five years following December 31, 1997 are as follows:
	1998, $1,224,000; 1999, $1,306,000; 2000, $1,158,000; 2001, $1,159,000 and
	2002, $78,177,000.
	
	The Company had no amounts outstanding under short-term borrowing for the
	years ended December 31, 1997 and 1996.
	
	The various loan agreements, which do not require compensating balances,
	contain provisions that limit additional borrowings and require maintenance
	of minimum net worth and financial ratios. The Company is in compliance
	with the terms and provisions of all its financing agreements.
	
	                     -26-
	
	Total cash paid for interest in the years ended December 31, 1997, 1996 and
	1995 was $6,155,000, $4,701,000 and $4,715,000, respectively.
	
	
	8.  LEASES
	
	The Company leases certain facilities and equipment under operating leases.
	Rent expense under operating leases for the years ended December 31, 1997,
	1996 and 1995 was $3,771,000, $2,358,000 and $1,693,000, respectively.
	Future minimum lease payments under these operating leases are $2,509,000,
	$1,668,000, $1,464,000, $1,404,000 and $1,308,000 for the years 1998, 1999,
	2000, 2001 and  2002, respectively, and $6,167,000 thereafter through 2038.
	
	
	9.  EMPLOYEE RETIREMENT PLANS
	
	Non-union employees participate in various profit sharing plans.
	Contributions to these plans are funded annually and are based on a
	percentage of pretax income or amounts determined by the Board of
	Directors.
	
	Certain subsidiaries have multi-employer non-contributory retirement plans
	providing for defined contributions to union retirement funds.
	
	A supplemental pension plan provides defined pension benefits to certain
	salaried employees upon retirement.  Net unfunded periodic pension costs of
	$154,000 and $106,000 were accrued under this plan in 1997 and 1996,
	respectively, and consisted primarily of service cost using a discount rate
	of 7.0% and 7.5%, respectively.
	
	Total expense for all plans was $1,258,000, $1,066,000 and $637,000 for the
	years ended December 31, 1997, 1996 and 1995, respectively.
	
	
	10.  OTHER POST-RETIREMENT BENEFITS
	
	Certain subsidiaries of the Company provide health and life insurance to
	substantially all of their employees and to a number of retirees and their
	spouses.  The net periodic post-retirement benefit cost charged to expense
	consisting of service cost, interest cost and amortization of transition
	obligations was $223,000, $237,000 and $207,000 for 1997, 1996 and 1995,
	respectively.
	
	                     -27-
	
	The approximate unfunded accumulated post-retirement benefit obligation at
	December 31, consists of the following:
	
	                                                    (in thousands)
	                                                   1997        1996
	
	Retirees                                        $   482     $   468
	Other fully eligible participants                   308         200
	Other active participants                         1,018         943
	                                                  -----       -----
	                                                $ 1,808     $ 1,611
	                                                  =====       =====
	
	The accumulated post-retirement benefit obligation was determined using a
	weighted average discount rate of 7.0% in 1997 and 7.5% in 1996.  The
	medical inflation rate was assumed to be 8% in 1997, with a gradual
	reduction to 5% over three years.  The effect of a 1% annual increase in
	the medical inflation rate would increase the accumulated post-retirement
	benefit obligation by approximately $305,000 and $286,000 and the annual
	service and interest costs by approximately $35,000 and $37,000 for 1997
	and 1996, respectively.
	
	One of the Company's subsidiaries also provides post-retirement health care
	benefits to its unionized employees through contributions to a multi-
	employer health care plan.
	
	
	11.  INCOME TAXES
	
	The provision for income taxes consists of the following:
	
	                                           (in thousands)
	                                    1997        1996        1995
	
	Current tax expense
	     Federal                     $  7,514    $  8,774    $  5,611
	     State                          1,331       1,267         833
	                                   ------      ------      ------
	     Total current                  8,845      10,041       6,444
	                                   ------      ------      ------ 
	Deferred tax expense
	     Federal                        2,036         670         198
	     State                            191         104          20
	     Total deferred                 2,227         774         218
	                                   ------       -----       -----
	     Total provision             $ 11,072    $ 10,815    $  6,662
	                                   ======      ======       =====
	
	                     -28-
	
	Deferred tax liabilities (assets) at December 31, consist of the following:
	
	                                                  (in thousands)
	                                                1997         1996
	
	Depreciation                                 $ 14,129     $  9,026
	Inventory method change                         1,588        1,752
	Other                                           1,371        1,034
	                                               -------      -------
	Gross deferred tax liabilities                 17,088       11,812
	                                               -------      -------
	State taxes                                      (656)        (528)
	Other                                          (2,074)      (1,187)
	                                               -------      -------
	Gross deferred tax assets                      (2,730)      (1,715)
	                                               -------      -------
	     Net deferred tax liabilities            $ 14,358     $ 10,097
	                                               =======      =======
	
	The provision for income taxes differs from the amount of income tax
	determined by applying the applicable U.S. statutory federal income tax
	rate to pretax income from continuing operations as a result of the
	following differences:
	
	                                               (in thousands)
	                                        1997        1996        1995
	
	Statutory U.S. tax rates             $  9,621    $  9,376    $  5,734
	Increase in rates resulting from:
	  State and local taxes, net              989         891         554
	  Other                                   462         548         374
	                                       ------      ------      ------ 
	                                     $ 11,072    $ 10,815    $  6,662
	                                       ======      ======      ======
	
	Total cash paid for income taxes in the years ended December 31, 1997, 1996
	and 1995 was $9,100,000, $9,639,000 and $6,250,000, respectively.
	
	                     -29-
	
	12.  EARNINGS PER SHARE
	
	Financial Accounting Standards Board (FASB) Statement No. 128 "Earnings Per
	Share" requires dual presentation of basic and diluted earnings per share
	on the face of the income statement.  The reconciliation between the
	computations is as follows:
	
	                                 Basic                  Diluted      Diluted
	                  Income        Shares     Basic EPS    Shares         EPS
	
	1997            $ 16,416,000   12,357,186   $ 1.33     12,591,019    $ 1.30
	1996            $ 15,975,000   11,260,956   $ 1.42     11,463,508    $ 1.39
	1995            $  9,722,000   10,163,187   $  .96     10,213,329    $  .95
	
	Included in diluted shares are common stock equivalents relating to options
	of 233,833, 202,552, and 49,512 for 1997, 1996 and 1995, respectively.
	
	
	13.  STOCK OPTIONS
	
	The Company may grant non-qualified stock options to officers, employees,
	non-employee directors and advisers at an exercise price equal to 100% of
	market price and incentive share options to officers and other key
	employees at an exercise price not less than 100% of market price up to an
	aggregate of 400,000 and 850,000 shares, respectively.  The options may be
	exercised in cumulative annual increments of 25% commencing one year from
	the date of grant and expire ten years from the date of grant.
	
	The following table summarizes the option plans' activity for the years
	ended December 31:
	
	                                Options     Weighted-Average     Options     Weighted-Average
	                              Outstanding    Exercise Price    Exercisable    Exercise Price
	
	Balance at January 1, 1995      397,500         $ 10.74   
	     Granted                     75,000           11.00
	     Forfeited                   (2,500)          10.00
	                               --------- 
	Balance at December 31, 1995    470,000         $ 10.78          171,875         $ 10.85
	     Granted                    173,750           16.75
	     Exercised                  (87,500)          10.87
	                               ---------
	Balance at December 31, 1996    556,250         $ 12.63          201,875         $ 10.80
	     Granted                    220,450           21.75
	     Exercised                  (72,219)          11.49
	     Forfeited                  (11,250)          10.75
	                               ---------
	Balance at December 31, 1997    693,231         $ 15.68          282,781         $ 11.55
	                               =========
	
	The Company realized tax benefits of $733,000 associated with the exercise
	of certain stock options which has been credited to paid in capital.
	
	                     -30-
	
	Options outstanding at December 31, 1997 consisted of:
	Range of                         Weighted-Average
	Exercise             Options        Remaining       Weighted-Average     Options     Weighted-Average
	Prices             Outstanding   Contractual Life    Exercise Price    Exercisable    Exercise Price
	
	$10 - $11            309,189         6.4 years          $ 10.79          248,564         $ 10.83
	$16.75 - $21.75      384,042         9.1 years          $ 19.62           34,217         $ 16.75
	                     -------                                             -------
	                     693,231         7.9 years          $ 15.68          282,781         $ 11.55
	                     =======                                             =======
	
	The Company has adopted the disclosure-only provisions of FASB No. 123
	"Accounting for Stock-Based Compensation".  Accordingly, no compensation
	cost has been recognized for the option plans as stock options granted
	under these plans have an exercise price equal to 100% of the market price
	on the date of grant.  If the compensation cost for these plans had been
	determined based on the fair value at the grant dates for awards consistent
	with the method of FASB No. 123, there would have been  no effect on the
	Company's net income and earnings per share in 1995.  The pro forma effect
	for 1996 and 1997 is as follows:
	
	                       As Reported    Pro forma      As Reported    Pro forma
	                          1997          1997            1996          1996
	
	Net Income           $ 16,416,000   $ 16,108,000   $ 15,975,000   $ 15,890,000
	Net Income per Share       $ 1.33         $ 1.30         $ 1.42         $ 1.41
	
	The Black-Scholes option-pricing model was used to estimate the fair value
	of the options granted on the date of grant.  The fair values and
	assumptions used in the model, assuming no dividends, are as follows:
	
	                              Expected                  Risk-Free
	                 Fair Value     Life      Volatility   Interest Rate
	
	1997 Grant         $9.77      5 years       40.19%        6.14%
	1996 Grant         $7.44      5 years       38.07%        6.64%
	1995 Grant         $4.56      5 years       36.16%        5.70%
	
	The Company also has a Restricted Stock Plan reserved for issuance of
	100,000 common shares for the grant of restricted stock awards to employees
	and non-employee directors at a purchase price of $.01 per share.  In
	December 1997, 4,000 shares were awarded to non-employee directors under
	this plan.
	
	
	14.  COMMITMENTS AND CONTINGENCIES
	
	The Company is a party to certain claims and legal actions generally
	incidental to its business.  Management does not believe that the outcome
	of these actions, which is not clearly determinable at the present time,
	would significantly affect the Company's financial condition or results of
	operations.
	
	                     -31-
	
	                    QUARTERLY UNAUDITED FINANCIAL DATA
	                   (in thousands, except per share data)
	                                     
	                                     
	1997 Quarter Ended              March 31    June 30     Sept. 30    Dec. 31
	
	Net Sales                      $ 108,277   $ 119,213   $ 114,249   $ 107,961
	
	Gross Profit                      18,698      19,917      18,147      17,401
	
	Net Income                         4,446       4,697       3,787       3,486
	
	Net Income Per Share-Basic     $     .36   $     .38   $     .31   $     .28
	
	Net Income Per Share-Diluted   $     .35   $     .37   $     .30   $     .28
	
	
	1996 Quarter Ended              March 31    June 30     Sept. 30    Dec. 31
	
	Net Sales                      $  82,034   $  86,476   $  87,994   $  86,470
	
	Gross Profit                      14,029      15,867      15,979      15,382
	
	Net Income                         3,334       4,155       4,414       4,072
	
	Net Income Per Share-Basic     $     .33   $     .40   $     .36   $     .33
	
	Net Income Per Share-Diluted   $     .32   $     .40   $     .35   $     .32
	
	
	                     -32-
	
	Item 9.  Changes in and Disagreements with Accountants on Accounting
	         and Financial Disclosure
	
	None.
	
	                                 PART III
	                                     
	Item 10.  Directors and Executive Officers of the Registrant
	
	Information regarding directors and executive officers of the Company is
	incorporated herein by reference to the information included in the
	Company's definitive proxy statement which will be filed with the
	Commission within 120 days after the end of the Company's 1997 fiscal year.
	
	Item 11.  Executive Compensation
	
	Information regarding executive compensation is incorporated herein by
	reference to the information included in the Company's definitive proxy
	statement which will be filed with the Commission within 120 days after the
	end of the Company's 1997 fiscal year.
	
	Item 12.  Security Ownership of Certain Beneficial Owners and Management
	
	Information regarding security ownership of certain beneficial owners and
	management is incorporated herein by reference to the information included
	in the Company's definitive proxy statement which will be filed with the
	Commission within 120 days after the end of the Company's 1997 fiscal year.
	
	Item 13.  Certain Relationships and Related Transactions
	
	Information regarding certain relationships and related transactions is
	incorporated herein by reference to the information included in the
	Company's definitive proxy statement which will be filed with the
	Commission within 120 days after the end of the company's 1997 fiscal year.
	
	                     -33-
	
	                                  PART IV
	                                     
	Item 14.  Exhibits, Financial Statement Schedules and
	          Reports on Form 8-K                                Page Number
	
	
	(a)       (1)  Financial Statements:
	
	               Report of Independent Accountants                  17
	
	               Consolidated Balance Sheet at December
	               31, 1997 and 1996                                  18
	
	               Consolidated Statement of Income for the
	               three years ended December 31, 1997                19
	
	               Consolidated Statement of Cash Flows for
	               the three years ended December 31, 1997            20
	
	               Consolidated Statement of Shareholders' Equity
	               for the three years ended December 31, 1997        21
	
	               Notes to Consolidated Financial Statements         22
	
	          (2)  Supplementary Data
	
	               Quarterly Unaudited Financial Data                 32
	
	          (3)  Exhibits
	
	               The exhibits to this Annual Report on Form 10-K included
	               herein are set forth on the attached Exhibit Index
	               beginning on page 36.
	
	
	(b)       Reports on Form 8-K
	
	          No reports on Form 8-K were filed by the Company during the
	          three month period ended December 31, 1997.
	
	                     -34-
	
	                                SIGNATURES
	                                     
	Pursuant to the requirement of Section 13 or 15(d) of the Securities
	Exchange Act of 1934, the Registrant has duly caused this report to be
	signed on its behalf by the undersigned, thereunto duly authorized.
	
	                                 GIBRALTAR STEEL CORPORATION
	
	                                 By /s/Brian J. Lipke
	                                    Brian J. Lipke
	                                    President, Chief Executive Officer
	                                    and Chairman of the Board
	
	
	In accordance with the Securities Exchange Act of 1934, this report has
	been signed below by the following persons on behalf of the Registrant and
	in the capacities and on the dates indicated.
	
	
	/s/ Brian J. Lipke                                            February 3, 1998
	Brian J. Lipke              President, Chief Executive Officer
	                            and Chairman of the Board
	                            (principal executive officer)
	
	/s/ Walter T. Erazmus                                         February 3, 1998
	Walter T. Erazmus           Treasurer and Chief Financial Officer
	                            (principal financial and accounting officer)
	
	/s/ Neil E. Lipke                                             February 3, 1998
	Neil E. Lipke               Director
	
	/s/ Gerald S. Lippes                                          February 3, 1998 
	Gerald S. Lippes            Director
	
	/s/ Arthur A. Russ, Jr.                                       February 3, 1998
	Arthur A. Russ, Jr.         Director
	
	/s/ David N. Campbell                                         February 3, 1998
	David N. Campbell           Director
	
	/s/ William P. Montague                                       February 3, 1998
	William P. Montague         Director
	
	                     -35-
	
	                                Exhibit Index
	                                     
	                                     
	Exhibit                                                         Sequentially
	Number                   Exhibit                                Numbered Page
	
	3.1            Certificate of Incorporation of Registrant
	               (incorporated by reference to the same exhibit
	               number to the Company's Registration Statement
	               on Form S-1 (Registration No. 33-69304))
	
	3.2            By-Laws of the Registrant (incorporated by
	               reference to the same exhibit number to the
	               Company's Registration Statement on Form S-1
	               (Registration No. 33-69304))
	
	4.1            Specimen Common Share Certificate (incorporated
	               by reference to the same exhibit number to the
	               Company's Registration Statement on Form S-1
	               (Registration No. 33-69304))
	
	10.1           Partnership Agreement of Samuel Pickling
	               Management Company dated June 1, 1988 between
	               Cleveland Pickling, Inc. and Samuel Manu-Tech,
	               Inc. (incorporated by reference to Exhibit 10.7
	               to the Company's Registration Statement on Form
	               S-1 (Registration No. 33-69304))
	
	10.2           Partnership Agreement dated May 1988 among Samuel
	               Pickling Management Company, Universal Steel Co.
	               and Ruscon Steel Corp., creating Samuel Steel
	               Pickling Company, a general partnership
	               (incorporated by reference to Exhibit 10.8 to the
	               Company's Registration Statement on Form S-1
	               (Registration No. 33-69304))
	
	10.3           Lease dated December 1, 1987 between American Steel
	               and Wire Corporation as Lessor and Gibraltar Strip
	               Steel, Inc., as Lessee, and related Service Agreement
	               as amended by an Amendment to Lease and Amendment to
	               Service Agreement dated February 1, 1992 (incorporated
	               by reference to Exhibit 10.11 to the Company's
	               Registration Statement on Form S-1 (Registration
	               No. 33-69304))
	
	10.4           Lease dated September 1, 1990 between Erie County
	               Industrial Development Agency and Integrated
	               Technologies International, Ltd.(incorporated by
	               reference to Exhibit 10.13 to the Company's
	               Registration Statement on Form S-1(Registration No.
	               33-69304))
	
	10.5           Lease dated June 4, 1993 between Buffalo Crushed
	               Stone, Inc. and Gibraltar Steel Corporation
	               (incorporated by reference to Exhibit 10.14 to the
	               Company's Registration Statement on Form S-1
	               (Registration No. 33-69304))
	
	                     -36-
	
	Exhibit                                                         Sequentially
	Number                   Exhibit                                Numbered Page
	
	10.6*          Employment Agreement dated as of November 1, 1993
	               between the Registrant and Brian J. Lipke
	               (incorporated by reference to Exhibit 10.15 to
	               the Company's Registration Statement on Form S-1
	               (Registration No. 33-69304))
	
	10.7           Gibraltar Steel Corporation Executive Incentive
	               Bonus Plan (incorporated by reference to Exhibit
	               10.16 to the Company's Registration Statement on
	               Form S-1(Registration No. 33-69304))
	
	10.8           Agreement dated June 29, 1992 for Adoption by
	               Gibraltar Steel Corporation of Chase Lincoln
	               First Bank, N.A. (now Chase Manhattan Bank, N.A.)
	               Non-Standardized Prototype 401(k) Retirement
	               Savings Plan (incorporated by reference to Exhibit
	               10.17 to the Company's Registration Statement on
	               Form S-1(Registration No. 33-69304))
	
	10.9*          Gibraltar Steel Corporation Incentive Stock Option
	               Plan (incorporated by reference to Exhibit 10.18 to
	               the Company's Registration Statement on Form S-1
	               (Registration No. 33-69304))
	
	10.10*         Gibraltar Steel Corporation Incentive Stock Option
	               Plan, Second Amendment and Restatement (incorporated
	               by reference to Exhibit 10.16 to the Company's
	               Registration Statement on Form S-1 (Registration
	               No. 333-03979))
	
	10.11*         Gibraltar Steel Corporation Incentive Stock Option
	               Plan, Third Amendment and Restatement                    41
	
	10.12*         Gibraltar Steel Corporation Restricted Stock Plan
	               (incorporated by reference to Exhibit 10.19 to the
	               Company's Registration Statement on Form S-1
	               (Registration No. 33-69304))
	
	10.13*         Gibraltar Steel Corporation Restricted Stock Plan,
	               First Amendment and Restatement                          55
	
	10.14*         Gibraltar Steel Corporation Non-Qualified Stock
	               Option Plan (incorporated by reference to Exhibit
	               10.20 to the Company's Registration Statement on
	               Form S-1(Registration No. 33-69304))
	
	10.15*         Gibraltar Steel Corporation Non-Qualified Stock
	               Option Plan, First Amendment and Restatement
	               (incorporated by reference to Exhibit 10.17 to
	               the Company's Registration Statement on Form S-1
	               (Registration No. 333-03979))
	
	10.16*         Gibraltar Steel Corporation Profit Sharing Plan
	               dated August 1, 1984, as Amended April 14, 1986
	               and May 1, 1987 (incorporated by reference to Exhibit
	               10.21 to the Company's Registration Statement on Form
	               S-1(Registration No. 33-69304))
	
	                     -37-
	
	Exhibit                                                         Sequentially
	Number                   Exhibit                                Numbered Page
	
	10.17          Tax Indemnification Agreement dated as of
	               November 5, 1993 among the Registrant, Brian J.
	               Lipke, Curtis W. Lipke, Neil E. Lipke, Eric R.
	               Lipke, Meredith A. Lipke, Bonneville Trust of
	               December 31, 1987 f/b/o Brian J. Lipke, Corvette
	               Trust of December 31, 1987 f/b/o Curtis W. Lipke,
	               Nova Trust of December 31, 1987 f/b/o Neil E. Lipke,
	               Electra Trust of December 31, 1987 f/b/o/ Eric R.
	               Lipke, Monza Trust of January 22, 1988 f/b/o Meredith
	               A. Lipke, Bonneville Trust No. 2 of August 15, 1988
	               f/b/o Brian J. Lipke, Corvette Trust No. 2 of August
	               15, 1988 f/b/o Curtis W. Lipke, Nova Trust No. 2 of
	               August 15, 1988 f/b/o Neil E. Lipke, Electra Trust
	               No. 2 of August 15, 1988 f/b/o Eric R. Lipke, Monza
	               Trust No. 2 of February 15, 1988 f/b/o Meredith A.
	               Lipke (incorporated by reference to Exhibit 10.22 to
	               the Company's Annual Report on Form 10-K for the year
	               ended December 31, 1993)
	
	10.18          Agreement and Plan of Exchange and Reorganization
	               dated October 31, 1993 among the Registrant, Estate
	               of Kenneth E. Lipke, Bonneville Trust of December 31,
	               1987 f/b/o Brian J. Lipke, Corvette Trust of December
	               31, 1987 f/b/o Curtis W. Lipke, Nova Trust of December
	               31, 1987 f/b/o Neil E. Lipke, Electra Trust of December
	               31, 1987 f/b/o Eric R. Lipke, Monza Trust of January
	               22, 1988 f/b/o Meredith A. Lipke, Bonneville Trust No.
	               2 of August 15, 1988 f/b/o Brian J. Lipke, Corvette
	               Trust No. 2 of August 15, 1988 f/b/o Curtis W. Lipke,
	               Nova Trust No. 2 of August 15, 1988 f/b/o Neil E. Lipke,
	               Electra Trust No. 2 of August 15, 1988 f/b/o Eric R.
	               Lipke, Monza Trust No. 2 of February 15, 1988 f/b/o
	               Meredith A. Lipke  (incorporated by reference to Exhibit
	               10.23 to the Company's Annual Report on Form 10-K for
	               the year ended December 31, 1993)
	
	10.19          Credit Agreement dated as of September 15, 1997 among
	               Gibraltar Steel Corporation, Gibraltar Steel Corporation
	               of New York, Chase Manhattan Bank, N.A., as
	               Administrative Agent and various financial institutions
	               that are signatories thereto (incorporated by reference
	               to Exhibit 10.1 to the Company's Quarterly report on
	               Form 10-Q for the quarter ended September 30, 1997)
	
	10.20          Bond Purchase Agreement dated June 16, 1994 among the
	               Industrial Development Board of the County of Hamilton,
	               Tennessee, Fleet Bank of New York and Gibraltar Steel
	               of Tennessee (incorporated by reference to Exhibit 10.10
	               to the Company's Registration Statement on Form S-1
	               (Registration No. 333-03979))
	
	                     -38-
	
	Exhibit                                                         Sequentially
	Number                   Exhibit                                Numbered Page
	
	10.21*         Gibraltar Steel Corporation 401(k) Plan
	               (incorporated by reference to Exhibit 4.1 to the
	               Company's Registration Statement on Form S-8
	               (No. 33-87034))
	
	10.22*         First Amendment, dated January 20, 1995, to
	               Gibraltar Steel Corporation 40l(k) Plan
	               (incorporated by reference to Exhibit 10.28 to the
	               Company's Annual Report on Form 10-K for the year
	               ended December 31, 1994)
	
	10.23          Stock Purchase Agreement dated as of April 3, 1995
	               among Gibraltar Steel Corporation of New York,
	               Albert Fruman, Marshall Fruman, Lee Fruman, Dale
	               Fruman and William R. Hubbell Trust U/A dated July
	               20, 1990 (incorporated by reference to Exhibit 10.1
	               to the Company's Current Report on Form 8-K dated
	               April 3, 1995)
	
	10.24          Real Property Lease Agreement dated February 14,
	               1996 between Blacksmith Leasing and Carolina
	               Commercial Heat Treating, Inc. (incorporated by
	               reference to Exhibit 10.25 to the Company's
	               Registration Statement on Form S-1 (Registration
	               No. 333-03979))
	
	10.25          Real Property Lease Agreement dated February 14,
	               1996 between Blacksmith Leasing and Carolina
	               Commercial Heat Treating, Inc. (incorporated by
	               reference to Exhibit 10.26 to the Company's
	               Registration Statement on Form S-1 (Registration
	               No. 333-03979))
	
	10.26          Lease dated as of August 12, 1995 between John W.
	               Rex and Carolina Commercial Heat Treating, Inc.
	               (incorporated by reference to Exhibit 10.27 to the
	               Company's Registration Statement on Form S-1
	               (Registration No. 333-03979))
	
	10.27          Purchase Agreement dated as of January 31, 1997
	               among Gibraltar Steel Corporation of New York, Nadine
	               W. Gramling; Nadine W. Gramling, as Trustee of the
	               Nadine W. Gramling Revocable Trust; D.G. Granger as
	               Trustee of the Donnie L. Gramling, Jr. GRAT; D.G.
	               Granger as Trustee of the Scott Ray Gramling GRAT; D.G.
	               Granger as Trustee of the Tonya Michelle Cogan GRAT;
	               D. G. Granger as Trustee of the Donnie L. Gramling, Jr.
	               GRAT No. 2; D.G. Granger as Trustee of the Scott Ray
	               Gramling GRAT No. 2; D.G. Granger as Trustee of the
	               Tonya Michelle Cogan GRAT No. 2; H. Leon Holbrook, as
	               Trustee of the Donnie L. Gramling, Jr.
	
	                     -39-
	
	Exhibit                                                         Sequentially
	Number                   Exhibit                                Numbered Page
	
	               GRAT No. 3; H. Leon Holbrook, as Trustee of the
	               Donnie L. Gramling, Jr. GRAT No. 4; H. Leon Holbrook
	               as Trustee of the Tonya Michelle Cogan GRAT No. 3;
	               H. Leon Holbrook, as Trustee of the Tonya Michelle
	               Cogan GRAT No. 4; H. Leon Holbrook, as Trustee of
	               the Scott Ray Gramling GRAT No. 3; H. Leon Holbrook,
	               as Trustee of the Scott Ray Gramling GRAT No. 4;
	               Donnie L. Gramling, Sr. and Nadine W. Gramling as
	               Tenants by the Entirety; The Employee Stock Ownership
	               Plan and Trust of Southeastern Metals Manufacturing
	               Company, Inc.; Nadine W. Gramling; DNG (1997) Limited
	               Partnership; and DNG (1997) Limited Partnership
	               (incorporated by reference to Exhibit 10.1 to the
	               Company's Current Report on Form 8-K dated
	               January 31, 1997)
	
	21             Subsidiaries of the Registrant                           62 
	
	27             Financial Data Schedule                                  63
	               ________________________________
	
	
	* Document is a management contract or compensatory plan or arrangement
	
	                     -40-
	
	
	                  GIBRALTAR STEEL CORPORATION
	                           INCENTIVE
	                       STOCK OPTION PLAN
	                  ___________________________
	
	                Third Amendment and Restatement
	
	                   __________________________
	
	
	          WHEREAS, Gibraltar Steel Corporation, a Delaware
	corporation with offices at 3556 Lake Shore Road, Buffalo, New
	York 14219 (the "Company") adopted an incentive stock option plan
	known as the "Gibraltar Steel Corporation Incentive Stock Option
	Plan (the "Plan") on September 21, 1993 to enable the Company to
	attract and retain highly qualified individuals as officers and
	key employees of the Company by providing such officers and key
	employees an equity based form of incentive compensation; and
	
	          WHEREAS, the Company amended the Plan effective August
	9, 1994 to allow members of the Committee of Directors that
	administers the Plan to be eligible to receive options under the
	terms of other plans which, from time to time, are adopted and
	maintained by the Company including, but not limited to, the
	Gibraltar Steel Corporation Non-Qualified Stock Option Plan; and
	
	          WHEREAS, the Company amended the Plan effective
	February 15, 1996 to increase the total number of shares of
	common stock, par value $.01 per share of the Company
	(hereinafter the "Common Stock") which may be issued in
	connection with options granted pursuant to the terms of the Plan
	by Two Hundred Thousand (200,000) shares; and
	
	          WHEREAS, as a result of a change in the provisions of
	Rule 16b-3 as issued and in effect under the terms of the
	Securities and Exchange Act of 1934 prior to August 1, 1996, the
	Company desires  to amend the Plan to allows options granted
	under the terms of the Plan, including previously issued options
	and options which may be issued in the future pursuant to the
	Plan to be transferred by any Executive Officers of the Company
	that have been granted such options to the extent that such
	options are not "qualified" options because the fair market value
	of the common stock of the Company (determined as of the date of
	the grant of such options) which can be acquired pursuant to the
	exercise of such options (to the extent such options first become
	exercisable in any calendar year) when added to the fair market
	value of the common stock of the Company which can be acquired
	pursuant to the terms of all other incentive stock options which
	first become exercisable in any such calendar year exceeds
	$100,000; and
	
	WHEREAS, the Company also desires to amend the Plan to increase
	the total number of shares of Common Stock which may be issued in
	
	                     -41-
	
	
	connection with options granted pursuant to the terms of the Plan
	by Two Hundred Fifty Thousand (250,000); and
	
	          WHEREAS, the Company desires to amend and restate the
	terms of the Plan to permit the Executive Officers of the Company
	to transfer options which they have or been granted or may, in
	the future, be granted to the extent described above, to increase
	the number of share of Common Stock which may be issued in
	connection with options granted pursuant to the terms of the Plan
	and to make certain other technical amendments to the terms of
	the Plan;
	
	          NOW, THEREFORE, in consideration of the foregoing, the
	Company hereby adopts the following as the Third Amendment and
	Restatement of the Gibraltar Steel Corporation Incentive Stock
	Option Plan effective as of May 20, 1997:
	
	     1.   Purpose of Plan.  The Gibraltar Steel Corporation
	Incentive Stock Option Plan (the "Plan") is intended to provide
	officers and other key employees of the Company and officers and
	other key employees of any subsidiaries of the Company as that
	term is defined in Section 3 below (hereinafter individually
	referred to as a "Subsidiary" and collectively as "Subsidiaries")
	with an additional incentive for them to promote the success of
	the business, to increase their proprietary interest in the
	success of the Company and its Subsidiaries, and to encourage
	them to remain in the employ of the Company or its Subsidiaries.
	The above aims will be effectuated through the granting of
	certain stock options, as herein provided, which are intended to
	qualify as Incentive Stock Options ("ISOs") under Section 422 of
	the Internal Revenue Code of 1986, as the same has been and shall
	be amended ("Code").
	
	     2.   Administration.  The Plan shall be administered by a
	Committee (the "Committee") composed of not less than two (2)
	Directors of the Company who shall be appointed by and serve at
	the pleasure of the Board of Directors of the Company.  If the
	Committee is composed of two (2) Directors, both members of the
	Committee must approve any action to be taken by the Committee in
	order for such action to be deemed to be an action of the
	Committee pursuant to the provisions of this Plan.  If the
	Committee is composed of more than two (2) Directors, a majority
	of the Committee shall constitute a quorum for the conduct of its
	business, and (a) the action of a majority of the Committee
	members present at any meeting at which a quorum is present, or
	(b) action taken without a meeting by the approval in writing of
	a majority of the Committee members, shall be deemed to be action
	by the Committee pursuant to the provisions of the Plan.  The
	Committee is authorized to adopt such rules and regulations for
	the administration of the Plan and the conduct of its business as
	
	                     -42-
	                   
	
	it may deem necessary or proper.
	
	          Any action taken or interpretation made by the
	Committee under any provision of the Plan or any option granted
	hereunder shall be in accordance with the provisions of the Code,
	and the regulations and rulings issued thereunder as such may be
	amended, promulgated, issued, renumbered or continued from time
	to time hereafter in order that, to the greatest extent possible,
	the options granted hereunder shall constitute "incentive stock
	options" within the meaning of the Code.  All action taken
	pursuant to this Plan shall be lawful and with a view to
	obtaining for the Company and the option holder the maximum
	advantages under the law as then obtaining, and in the event that
	any dispute shall arise as to any action taken or interpretation
	made by the Committee under any provision of the Plan, then all
	doubts shall be resolved in favor of such having been done in
	accordance with the said Code and such revenue laws, amendments,
	regulations, rulings and provisions as may then be applicable.
	Any action taken or interpretation made by the Committee under
	any provision of the Plan shall be final.  No member of the Board
	of Directors or the Committee shall be liable for any action,
	determination or interpretation taken or made under any provision
	of the Plan or otherwise if done in good faith.
	
	     3.   Participation.  The Committee shall determine from
	among the officers and key employees of the Company and its
	Subsidiaries (as such term is defined in Section 424 of the Code)
	those individuals to whom options shall be granted (sometimes
	hereinafter referred to as "Optionees"), the terms and provisions
	of the options granted (which need not be identical), the time or
	times at which options shall be granted and the number of shares
	of Common Stock, (or such number of shares of stock in which the
	Common Stock may at any time hereafter be constituted), for which
	options are granted.
	
	          In selecting Optionees and in determining the number of
	shares for which options are granted, the Committee may weigh and
	consider the following factors:  the office or position of the
	Optionee and his degree of responsibility for the growth and
	success of the Company and its Subsidiaries, length of service,
	remuneration, promotions, age and potential.  The foregoing
	factors shall not be considered to be exclusive or obligatory
	upon the Committee, and the Committee may properly consider any
	other factors which to it seems appropriate.  The terms and
	conditions of any option granted by the Committee under this Plan
	shall be contained in a written statement which shall be
	delivered by the Committee to the Optionee as soon as practicable
	following the Committee's establishment of the terms and
	conditions of such option.
	
	          An Optionee who has been granted an option under the
	
	                     -43-
	
	
	Plan may be granted additional options under the Plan if the
	Committee shall so determine.
	
	          Notwithstanding the foregoing, if at the time an option
	is granted to an individual under this Plan, the individual owns
	stock of the Company possessing more than ten percent (10%) of
	the total combined voting power of all classes of stock of the
	Company or any of its Subsidiaries, (or if such individual would
	be deemed to own such percentage of such stock under Section
	424(d) of the Code) such option shall continue to be valid and
	binding upon the Company according to its terms but shall not be
	deemed to have been granted under this Plan and shall not be
	deemed to be an "incentive stock option" as defined in Section
	422(b) of the Code unless: (a) the price per share at which
	common stock of the Company may be acquired in connection with
	the exercise of such options is not less than one hundred ten
	percent (110%) of the fair market value of such common stock,
	determined as of the date of the grant of such options; and (b)
	the period of time within which such options must be exercised
	does not exceed five (5) years from the date on which such
	options are granted.  In addition, in no event shall any options
	be granted under this Plan at any time after the termination date
	set forth at the end of this Plan.
	
	     4.   Shares Subject to the Plan.  The Company is authorized
	to issue options under this Plan for the purchase of the number
	of shares of Common Stock described in the following provisions
	of this Section 4.  On September 21, 1993 (the date on which this
	Plan became effective), the aggregate number of shares of Common
	Stock which were reserved for issuance pursuant to options which
	were permitted to be granted hereunder was Four Hundred Thousand
	(400,000) shares (subject to the anti-dilutive adjustments
	provided for by Section 5 hereof).  Effective February 15, 1996,
	in addition to the number of shares of Common Stock reserved for
	issuance pursuant to options which were permitted to be granted
	as of February 14, 1996, an additional Two Hundred Thousand
	(200,000) shares of Common Stock were reserved for issuance
	pursuant to options which may be granted hereunder.  Effective
	May 20, 1997, in addition to the number of shares of Common Stock
	reserved for issuance pursuant to options which were permitted to
	be granted as of May 19, 1997, an additional Two Hundred Fifty
	Thousand (250,000) shares of Common Stock shall be reserved for
	issuance pursuant to options which may be granted hereunder.
	Accordingly, the total number of shares of Common Stock which may
	be issued pursuant to the exercise of options which may be
	granted under the terms of this Plan shall be equal to the sum
	of: (a) Four Hundred Thousand (400,000) shares (subject to anti-
	
	                     -44-
	
	
	dilutive adjustments made at any time after September 21, 1993
	pursuant to Section 5 hereof); (b) Two Hundred Thousand (200,000)
	shares (subject to anti-dilutive adjustments made at any time
	after February 15, 1996 pursuant to Section 5 hereof); and (c)
	Two Hundred Fifty Thousand (250,000) shares (subject to anti-
	dilutive adjustments made at any time after May 20, 1997 pursuant
	to Section 5 hereof).
	
	          Notwithstanding the foregoing, if this amendment and
	restatement to the Plan is not approved by the stockholders of
	the Company within twelve (12) months following the effective
	date of this amendment and restatement, and if any options are
	issued pursuant to the terms of this Plan at any time after: (x)
	the total number of shares of Common Stock which may be acquired
	upon the exercise of all previously issued options equals: (y)
	the sum of: (i) Four Hundred Thousand (400,000) shares (subject
	to the anti-dilutive adjustments made at any time after September
	21, 1993 pursuant to Section 5 hereof); and (ii) Two Hundred
	Thousand (200,000) shares (subject to anti-dilutive adjustments
	made at any time after February 15, 1996 pursuant to Section 5
	hereof), any option issued after such time shall continue to be
	valid and binding upon the Company pursuant to its terms but
	shall not be deemed to be an "incentive stock option"as defined
	in section 422(b) of the Code.
	
	          With respect to shares subject to options which expire
	or terminate pursuant to the provisions of this Plan without
	having been exercised in full, such shares shall be considered to
	be available again for placement under options granted thereafter
	under the Plan.  Shares issued pursuant to the exercise of
	incentive stock options granted under the Plan shall be fully
	paid and non-assessable.
	
	     5.   Anti-Dilution Provisions.  The aggregate number of
	shares of Common Stock and the class of such shares as to which
	options may be granted under the Plan, the number and class of
	such shares subject to each outstanding option, the price per
	share thereof (but not the total price), and the number of such
	shares as to which an option may be exercised at any one time,
	shall all be adjusted proportionately in the event of any change,
	increase or decrease in the outstanding shares of Common Stock
	Company or any change in classification of its Common Stock
	without receipt of consideration by the Company which results
	either from a split-up, reverse split or consolidation of shares,
	payment of a stock dividend, recapitalization, reclassification
	or other like capital adjustment so that upon exercise of the
	option, the Optionee shall receive the number and class of shares
	that he would have received had he been the holder of the number
	of shares of Common Stock for which the option is being exercised
	immediately preceding such change, increase or decrease in the
	outstanding shares of Common Stock.  Any such adjustment made by
	the Committee shall be final and binding upon all Optionees, the
	Company, and all other interested persons.  Any adjustment of an
	incentive stock option under this paragraph shall be made in such
	manner as not to constitute a "modification" within the meaning
	of Section 424(h)(3) of the Code.
	
	                     -45-
	
	
	          Anything in this Section 5 to the contrary
	notwithstanding, no fractional shares or scrip representative of
	fractional shares shall be issued upon the exercise of any
	option.  Any fractional share interest resulting from any change,
	increase or decrease in the outstanding shares of Common Stock or
	resulting from any reorganization, merger, or consolidation for
	which adjustment is provided in this Section 5 shall disappear
	and be absorbed into the next lowest number of whole shares, and
	the Company shall not be liable for any payment for such
	fractional share interest to the Optionee upon his exercise of
	the option.
	
	     6.   Option Price.  The purchase price under each option
	issued shall be determined by the Committee at the time the
	option is granted, but in no event shall such purchase price be
	less than one hundred percent (100%) of the fair market value of
	the Common Stock on the date of the grant.  If the Common Stock
	is listed upon an established stock exchange or exchanges on the
	day the option is granted, such fair market value shall be deemed
	to be the highest closing price of the Common Stock on such stock
	exchange or exchanges on the day the option is granted, or if no
	sale of the Company's Common Stock shall have been made on any
	stock exchange on that day, on the next preceding day on which
	there was a sale of such stock.
	
	          If the Common Stock is listed in the NASDAQ National
	Market System, the fair market value of the Common Stock shall be
	the average of the high and low closing sale prices in the NASDAQ
	National Market System on the day the option is granted, or if no
	sale of the Common Stock shall have been made on the NASDAQ
	National Market System on that day, on the next preceding day on
	which there was a sale of such stock.
	
	     7.   Option Exercise Periods.  The time within which any
	option granted hereunder may be exercised shall be, by its terms,
	not earlier than one (1) year from the date such option is
	granted and not later than ten (10) years from the date such
	option is granted.  Subject to the provisions of Section 10
	hereof, the Optionee must remain in the continuous employment of
	the Company or any of its Subsidiaries from the date of the grant
	of the option to and including the date of exercise of option in
	order to be entitled to exercise his option.  Options granted
	hereunder shall be exercisable in such installments and at such
	dates as the Committee may specify.  In addition, with respect to
	all options granted under this Plan, unless the Committee shall
	specify otherwise, the right of each Optionee to exercise his
	option shall accrue, on a cumulative basis, as follows:
	
	          (a)  one-fourth (1/4) of the total number of shares of
	Common Stock which could be purchased (subject to adjustment as
	provided in Section 5 hereof) (such number being hereinafter
	referred to as the "Optioned Shares") shall become available for
	
	                     -46-
	
	
	purchase pursuant to the option at the end of the one (1) year
	period beginning on the date of the option grant;
	
	          (b)  one-fourth (1/4) of the Optioned Shares shall
	become available for purchase pursuant to the option at the end
	of the two (2) year period beginning on the date of the option
	grant;
	
	          (c)  one-fourth (1/4) of the Optioned Shares shall
	become available for purchase pursuant to the option at the end
	of the three (3) year period beginning on the date of the option
	grant; and
	
	          (d)  one-fourth (1/4) of the Optioned Shares shall
	become available for purchase pursuant to the option at the end
	of the four (4) year period beginning on the date of the option
	grant.
	
	          Continuous employment shall not be deemed to be
	interrupted by transfers between the Subsidiaries or between the
	Company and any Subsidiary, whether or not elected by termination
	from any Subsidiary of the Company and re-employment by any other
	Subsidiary or the Company.  Time of employment with the Company
	shall be considered to be one employment for the purposes of this
	Plan, provided there is no intervening employment by a third
	party or no interval between employments which, in the opinion of
	the Committee, is deemed to break continuity of service.  The
	Committee shall, at its discretion, determine the effect of
	approved leaves of absence and all other matters having to do
	with "continuous employment".  Where an Optionee dies while
	employed by the Company or any of its Subsidiaries, his options
	may be exercised following his death in accordance with the
	provisions of Section 10 below.
	
	          Notwithstanding the foregoing provisions of this
	Section 7, in the event the Company or the stockholders of the
	Company enter into an agreement to dispose of all or
	substantially all of the assets or stock of the Company by means
	of a sale, merger, consolidation, reorganization, liquidation, or
	otherwise, or in the event a Change of Control shall occur, an
	option shall become immediately exercisable with respect to the
	full number of shares subject to that option during the period
	commencing as of the date of execution of such agreement and
	ending as of the earlier of: (i) ten (10) years from the date
	such option was granted; or (ii) ninety (90) days following the
	date on which a Change in Control occurs or the disposition of
	assets or stock contemplated by the agreement is consummated.
	Ninety (90) days following the consummation of any such
	disposition of assets or stock, or Change in Control, this Plan
	and any unexercised options issued hereunder (or any unexercised
	portion thereof) shall terminate and cease to be effective,
	unless provision is made in connection with such transaction for
	
	                     -47-
	
	
	assumption of options previously granted or the substitution for
	such options of new options covering the securities of a
	successor corporation or an affiliate thereof, with appropriate
	adjustments as to the number and kind of securities and prices.
	
	          For purposes of this Plan, a "Change in Control" shall
	be deemed to have occurred if:
	
	          (a) any "person" or "group" (within the meaning of
	Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
	1934, as amended (the "Exchange Act")) becomes the "beneficial
	owner" (as defined in Rule 13d-3 under the Exchange Act) of more
	than thirty percent (30%) of the then outstanding voting stock of
	the Company, otherwise than through a transaction arranged by, or
	consummated with the prior approval of its Board of Directors; or
	
	          (b) during any period of two consecutive years,
	individuals who at the beginning of such period constitute the
	Board of Directors of the Company (and any new director whose
	election to the Board of Directors or whose nomination for
	election by the Company's stockholders was approved by a vote of
	at least two thirds of the directors then still in office who
	either were directors at the beginning of such period or whose
	election or nomination for election was previously so approved)
	(the "Continuing Directors") cease for any reason to constitute a
	majority thereof; or
	
	          (c) the stockholders of the Company approve a merger or
	consolidation of the Company with any other corporation, other
	than a merger or consolidation which would result in the voting
	securities of the Company immediately prior thereto continuing to
	represent (either by remaining outstanding or being converted
	into voting securities of the surviving entity) at least 80% of
	the combined voting power of the voting securities of the Company
	or such surviving entity outstanding immediately after such
	merger or consolidation (provided, however, that if prior to the
	merger or consolidation, the Board of Directors of the Company
	adopts a resolution that is approved by a majority of the
	Continuing Directors providing that such merger or consolidation
	shall not constitute a "Change in Control" for purposes of the
	Plan, then such a merger or consolidation shall not constitute a
	"Change in Control"); or
	
	          (d)  the stockholders of the Company approve an
	agreement for the sale or disposition by the Company of all or
	substantially all the assets of the Company.
	
	          Any change or adjustment made pursuant to the terms of
	this paragraph shall be made in such a manner so as not to
	constitute a "modification" as defined in Section 424 of the
	Code, and so as not to cause any incentive stock option issued
	under this Plan to fail to continue to qualify as an incentive
	
	                     -48-
	
	
	stock option as defined in Section 422(b) of the Code.
	Notwithstanding the foregoing, in the event that any such
	agreement shall be terminated without consummating the
	disposition of said stock or assets, any unexercised unaccrued
	installments that had become exercisable solely by reason of the
	provisions of this paragraph shall again become unaccrued and
	unexercisable as of said termination of such agreement; subject,
	however, to such installments accruing pursuant to the normal
	accrual schedule provided in the terms under which such option
	was granted.  Any exercise of an installment prior to said
	termination of said agreement shall remain effective despite the
	fact that such installment became exercisable solely by reason of
	the Company or its stockholders entering into said agreement to
	dispose of the stock or assets of the Company.
	
	     8.  Exercise of Option.  Options shall be exercised as
	follows:
	
	          (a) Notice and Payment.  Each option, or any
	installment thereof, shall be exercised, whether in whole or in
	part, by giving written notice to the Company at its principal
	office, specifying the options being exercised (by reference to
	the date of the grant of the option), the number of shares to be
	purchased and the purchase price being paid, and accompanied by
	the payment of all or such part of the purchase price as shall be
	specified in the option, by cash, certified or bank check payable
	to the order of the Company.  Each such notice shall contain
	representations on behalf of the Optionee that he acknowledges
	that the Company is selling the shares being acquired by him
	under a claim of exemption from registration under the Securities
	Act of 1933 as amended (the "Act"), as a transaction not
	involving any public offering; that he represents and warrants
	that he is acquiring such shares with a view to "investment" and
	not with a view to distribution or resale; and that he agrees not
	to transfer, encumber or dispose of the shares unless:  (i) a
	registration statement with respect to the shares shall be
	effective under the Act, together with proof satisfactory to the
	Company that there has been compliance with applicable state law;
	or (ii) the Company shall have received an opinion of counsel in
	form and content satisfactory to the Company to the effect that
	the transfer qualifies under Rule 144 or some other disclosure
	exemption from registration and that no violation of the Act or
	applicable state laws will be involved in such transfer, and/or
	such other documentation in connection therewith as the Company's
	counsel may in its sole discretion require.
	
	          (b) Issuance of Certificates.  Certificates
	representing the shares purchased by the Optionee shall be issued
	as soon as practicable after the Optionee has complied with the
	provisions of Section 8(a) hereof.
	
	          (c) Rights as a Stockholder.  The Optionee shall have
	
	                     -49-
	
	
	no rights as a stockholder with respect to the shares of Common
	Stock purchased until the date of the issuance to him of a
	certificate representing such shares.
	
	     9.  Assignment of Option.  (a) Subject to the provisions of
	Sections 9(b) and 10(c) hereof, options granted under this Plan
	may not be assigned voluntarily or involuntarily or by operation
	of law and any attempt to transfer, assign, pledge, hypothecate
	or otherwise dispose of, or to subject to execution, attachment
	or similar process, any incentive stock option, or any right
	thereunder, contrary to the provisions hereof shall be void and
	ineffective, shall give no right to the purported transferee, and
	shall, at the sole discretion of the Committee, result in
	forfeiture of the option with respect to the shares involved in
	such attempt.
	
	          (b)  Notwithstanding anything to the contrary contained
	in the terms of the Plan as in effect at any time prior to the
	date hereof and notwithstanding anything to the contrary
	contained in the terms of any statement, letter or other document
	or agreement setting forth the terms and conditions of any
	options previously issued pursuant to the terms of this Plan, any
	and all Non-Qualified Options (as defined in Section 13 hereof)
	previously issued to any officer of the Company (as defined in
	Rule 16A-a(f) issued under the Securities and Exchange Act of
	1934 (hereinafter an "Executive Officer")) pursuant to the terms
	of the Plan and, subject to the approval of the Committee, any
	Non-Qualified Options which may be granted or issued to any
	Executive Officer of the Company at any time in the future
	pursuant to the terms of the Plan shall be transferable by the
	Executive Officer to whom such Non-Qualified Options have been or
	are granted to: (i) the spouse, children or grandchildren of the
	Executive Officer (hereinafter "Immediate Family Members"); (ii)
	a trust or trusts for the exclusive benefit of such Immediate
	Family Members; (iii) a partnership or limited liability company
	in which such Immediate Family Members are the only partners or
	members; or (iv) a private foundation established by the
	Executive Officer; provided that: (x) there may be no
	consideration for any such transfer; (y) in the case of Non-
	Qualified Options which may be granted in the future, the
	statement, letter or other document or agreement setting forth
	the terms and conditions of any such Non-Qualified Options must
	expressly provide for and limit the transferability of such Non-
	Qualified Options to transfers which are permitted by the
	foregoing provisions of this Section 9(b); and (z) any subsequent
	transfer of transferred Non-Qualified Options shall, except for
	transfers occurring as a result of the death of the transferee as
	contemplated by Section 10(e), be prohibited.  Following the
	transfer of any Non-Qualified Options as permitted by the
	foregoing provisions of this Section 9(b), any such transferred
	Non-Qualified Options shall continue to be subject to the same
	terms and conditions applicable to such Non-Qualified Options
	
	                     -50-
	
	
	immediately prior to the transfer; provided that, for purposes of
	this Plan, the term "Optionee" shall be deemed to refer to the
	transferee.  Notwithstanding the foregoing, the events of
	termination of employment of Section 10 hereof shall continue to
	be applied with respect to the original Optionee for the purpose
	of determining whether or not the Non-Qualified Options shall be
	exercisable by the transferee and, upon termination of the
	original Optionee's employment, the Non-Qualified Options shall
	be exercisable by the transferee only to the extent and for the
	periods specified in Section 10 below.
	
	     10.  Effect of Termination of Employment, Death or
	Disability. (a) In the event of the termination of employment of
	an Optionee during the two (2) year period after the date of
	issuance of an option to him either by reason of: (i) a discharge
	for cause; or (ii) voluntary separation on the part of the
	Optionee and without consent of the Company or the Subsidiary for
	whom the Optionee was employed, any option or options theretofore
	granted to him under this Plan, to the extent not theretofore
	exercised by him, shall forthwith terminate.
	
	          (b) In the event of the termination of employment of an
	Optionee (otherwise than by reason of death or retirement of the
	Optionee at his Retirement Date) by the Company or by any of the
	Subsidiaries employing the Optionee at such time, any option or
	options granted to him under the Plan to the extent not
	theretofore exercised shall be deemed cancelled and terminated
	forthwith, except that, subject to the provisions of subparagraph
	(a) of this Section, such Optionee may exercise any options
	theretofore granted to him, which have not then expired and which
	are otherwise exercisable within the provisions of Section 7
	hereof, within three (3) months after such termination.  If the
	employment of an Optionee shall be terminated by reason of the
	Optionee's retirement at his Retirement Date by the Company or by
	any of the Subsidiaries employing the Optionee at such time, the
	Optionee shall have the right to exercise such option or options
	held by him to the extent that such options have not expired, at
	any time within three (3) months after such retirement.  The
	provisions of Section 7 to the contrary notwithstanding, upon
	retirement, all options held by an Optionee shall be immediately
	exercisable in full.  The transfer of an Optionee from the employ
	of the Company to a Subsidiary corporation of the Company or vice
	versa, or from one Subsidiary corporation of the Company to
	another, shall not be deemed to constitute a termination of
	employment for purposes of this Plan.
	
	          (c) In the event that an Optionee shall die while
	employed by the Company or by any of the Subsidiaries or shall
	die within three (3) months after retirement on his Retirement
	Date (from the Company or any Subsidiary), any option or options
	granted to him under this Plan and not theretofore exercised by
	him or expired shall be exercisable by the estate of the Optionee
	
	                     -51-
	
	
	or by any person who acquired such option by bequest or
	inheritance from the Optionee in full, notwithstanding Section 7,
	at any time within one (1) year after the death of the Optionee.
	References herein above to the Optionee shall be deemed to
	include any person entitled to exercise the option after the
	death of the Optionee under the terms of this Section.
	
	          (d) In the event of the termination of employment of an
	Optionee by reason of the Optionees' disability, the Optionee
	shall have the right, notwithstanding the provisions of Section 7
	hereof, to exercise all options held by him, to the extent that
	options have not previously expired or been exercised, at any
	time within one (1) year after such termination.  The term
	"disability" shall, for the purposes of this Plan, be defined in
	the same manner as such term is defined in Section 22(e)(3) of
	the Internal Revenue Code of 1986.
	
	          (e)  For the purposes of this Plan, "Retirement Date"
	shall mean, with respect an Optionee, the date the Optionee
	actually retires from his employment with the Company or, if
	applicable, the Subsidiary by whom he is employed; provided that
	such date occurs on or after the date the Optionee is otherwise
	entitled to retire under the terms of the retirement plan of the
	Company or, if applicable, the Subsidiary by whom the Optionee is
	employed.
	
	     11.  Amendment and Termination of the Plan.  The Board of
	Directors of the Company may at any time suspend, amend or
	terminate the Plan; provided, however, that except as permitted
	in Section 13 hereof, no amendment or modification of the Plan
	which would:
	
	          (a) increase the maximum aggregate number of shares as
	to which options may be granted hereunder (except as contemplated
	in Section 5); or
	
	          (b) reduce the option price or change the method of
	determining the option price; or
	
	          (c) increase the time for exercise of options to be
	granted or those which are outstanding beyond a term of ten (10)
	years; or
	
	          (d) change the designation of the employees or class of
	employees eligible to receive options under this Plan,
	
	          may be adopted unless with the approval of the holders
	of a majority of the outstanding shares of Common Stock
	represented at a stockholders' meeting of the Company, or with
	the written consent of the holders of a majority of the
	outstanding shares of Common Stock.  No amendment, suspension or
	termination of the Plan may, without the consent of the holder of
	
	                     -52-
	
	
	the option, terminate his option or adversely affect his rights
	in any material respect.
	
	     12.  Incentive Stock Options; Power to Establish Other
	Provisions.  It is intended that the Plan shall conform to and
	(except as otherwise expressly set forth herein) each option
	shall qualify and be subject to exercise only to the extent that
	it does qualify as an "incentive stock option" as defined in
	Section 422 of the Code and as such section may be amended from
	time to time or be accorded similar tax treatment to that
	accorded to an incentive stock option by virtue of any new
	revenue laws of the United States.  The Board of Directors may
	make any amendment to the Plan which shall be required so to
	conform the Plan.  Subject to the provisions of the Code, the
	Committee shall have the power to include such other terms and
	provisions in options granted under this Plan as the Committee
	shall deem advisable.  The grant of any options pursuant to the
	terms of this Plan which do not qualify as "incentive stock
	options" as defined in Section 422 of the Code is hereby approved
	provided that the maximum number of shares of Common Stock of the
	Company which can be issued pursuant to the terms of this Plan
	(as provided for in Section 4 hereof) is not exceeded by the
	grant of any such options and, to the extent that any options
	previously granted pursuant to the terms of this Plan were not
	"incentive stock options" within the meaning of Section 422 of
	the Code, the grant of such options is hereby ratified, approved
	and confirmed.
	
	     13.  Maximum Annual Value of Options Exercisable.
	Notwithstanding any provisions of this Plan to the contrary if:
	(a) the sum of: (i) the fair market value (determined as of the
	date of the grant) of all options granted to an Optionee under
	the terms of this Plan which become exercisable for the first
	time in any one calendar year; and (ii) the fair market value
	(determined as of the date of the grant) of all options
	previously granted to such Optionee under the terms of this Plan
	or any other incentive stock option plan of the Company or its
	subsidiaries which also become exercisable for the first time in
	such calendar year; exceeds (b) $100,000; then, (c) those options
	shall continue to be binding upon the Company in accordance with
	their terms but, to the extent that the aggregate fair market of
	all such options which become exercisable for the first time in
	any one calendar year (determined as of the date of the grant)
	exceeds $100,000, such options (referred to, for purposes of this
	Plan, as "Non-Qualified Options") shall not be deemed to be
	incentive stock options as defined in Section 422(b) of the Code.
	For purposes of the foregoing, the determination of which options
	shall be recharacterized as not being incentive stock options
	issued under the terms of this Plan shall be made in inverse
	order of their grant dates and, accordingly, the last options
	received by the Optionee shall be the first options to be
	recharacterized as not being incentive stock options granted
	
	                     -53-
	
	
	pursuant to the terms of the Plan.
	
	     14.  General Provisions  (a) No incentive stock option shall
	be construed as limiting any right which the Company or any
	parent or subsidiary of the Company may have to terminate at any
	time, with or without cause, the employment of an Optionee.
	
	          (b) The Section headings used in this Plan are intended
	solely for convenience of reference and shall not in any manner
	amplify, limit, modify or otherwise be used in the construction
	or interpretation of any of the provisions hereof.
	
	          (c) The masculine, feminine or neuter gender and the
	singular or plural number shall be deemed to include the other
	whenever the content so indicates or requires.
	
	          (d) No options shall be granted under the Plan after
	ten (10) years from the date the Plan is adopted by the Board of
	Directors of the Company or approved by the stockholders of the
	Company, whichever is earlier.
	
	     15.  Effective Date and Duration of the Plan.  The Plan
	became effective on September 21, 1993, the date the adoption of
	the Plan was approved by the Board of Directors of the Company.
	On November 5, 1993, as required by Section 422 of the Code, the
	Plan was approved by the Stockholders of the Company.  The Plan
	will terminate on September 20, 2003; provided however, that the
	termination of the Plan shall not be deemed to modify, amend or
	otherwise affect the terms of any options outstanding on the date
	the Plan terminates.
	
	     IN WITNESS WHEREOF, the undersigned has executed this Plan
	by and on behalf of the Company on and as of the 20th day of May,
	1997.
	
	                              GIBRALTAR STEEL CORPORATION
	
	
	
	                              By: /s/ Walter T. Erazmus
	                                  Walter T. Erazmus
	                                  Executive Vice President
	
	DATE ADOPTED BY BOARD OF DIRECTORS:  September 21, 1993
	DATE APPROVED BY STOCKHOLDERS:  November 5, 1993
	TERMINATION DATE:  September 21, 2003
	
	                     -54-
	
	
	                  GIBRALTAR STEEL CORPORATION
	                     RESTRICTED STOCK PLAN
	                 _______________________________
	                                
	                 First Amendment and Restatement
	                 _______________________________
	
	
	Recitals:
	
	     Effective September 21, 1993, Gibraltar Steel Corporation
	(the "Company"), a Delaware Corporation with offices at 3556 Lake
	Shore Road, Buffalo, New York, established the Gibraltar Steel
	Corporation Restricted Stock Plan ("Plan") for the purpose of
	providing an equity based incentive compensation plan that would
	increase the personal interest of executive and managerial
	employees in the successful and profitable operation of the
	Company.
	
	     The Company desires to amend the Plan to expand the class of
	individuals that are eligible to participate in the Plan and to
	provide the Committee that administers the Plan the ability to
	establish the period of time that the restrictions on
	transferability of shares of stock granted under the Plan will be
	in effect.
	
	     NOW, THEREFORE, in order to carry into effect the amendment
	to the Plan described above, the Company hereby adopts the
	following as the First Amendment and Restatement to the Gibraltar
	Steel Corporation Restricted Stock Plan effective August 11,
	1997:
	
	     1.   Purposes.  The purposes of the Gibraltar Steel
	Corporation Restricted Stock Plan (the "Plan") are: (a) to enable
	the Company and its direct and indirect wholly owned subsidiaries
	to attract, reward and retain highly qualified executive and
	managerial employees and outside directors through the use of an
	equity based incentive compensation program; and (b) to increase
	the personal interest which the executive and managerial
	employees and outside directors of the Company and its direct and
	indirect wholly owned subsidiaries have in the successful and
	profitable operation of the Company by linking a portion of the
	compensation and fees paid to such employees and outside
	directors to the value of the Company's common stock, par value
	$.01 per share (hereinafter "Common Stock").
	
	     2.   Stock Subject to Plan.  The shares of stock which may
	be awarded pursuant to this Plan shall be shares of Common Stock.
	All awards of Common Stock made pursuant to this Plan shall be
	subject to the restrictions on transferability described in
	Section 6 hereof and to such other restrictions as may be imposed
	by the Committee (as defined in Section 3 hereof) in connection
	
	                     -55-
	
	
	with its making of an award under this Plan (which other
	restrictions need not be the same for each Participant).
	Accordingly, each share of Common Stock awarded pursuant to the
	terms of this Plan is hereinafter referred to as "Restricted
	Stock".
	
	          The aggregate number of shares of Restricted Stock
	which may be granted and awarded under this Plan shall not exceed
	100,000.  Notwithstanding the foregoing, the number of shares of
	Restricted Stock available for awards under this Plan shall be
	adjusted proportionately in the event of any change, increase or
	decrease in the outstanding shares of Common Stock which results
	either from a split-up, reverse split or consolidation of shares,
	payment of a stock dividend, recapitalization, reclassification
	or other like capital adjustment; provided, however, that no
	fractional shares shall be issued in connection with any such
	capital adjustment.  The Restricted Stock which is awarded under
	this Plan may be either authorized but unissued Common Stock or
	treasury shares.  Shares which are the subject of an award
	granted under this Plan shall not again become available for
	future grants unless the recipient of an award fails to pay the
	purchase price for the shares pursuant to Section 5 hereof.
	
	     3.   Committee.  For purposes of this Plan, the committee
	which shall be responsible for the administration of the Plan
	(the "Committee") shall be the Board of Directors of the Company.
	The responsibilities of the Committee shall include, but be not
	limited to, the determination of whether an award of Restricted
	Stock should be made, the number of shares of Restricted Stock to
	be awarded and the establishment of such other terms and
	conditions of such Restricted Stock awards as the Board of
	Directors may deem appropriate.
	
	     4.   Eligibility and Participation.  Each employee and each
	outside director of the Company and each employee and each
	outside director of the Company's direct and indirect wholly
	owned subsidiaries shall be eligible to receive an award of
	Restricted Stock under the terms of this Plan.  For the purposes
	of this Plan, if an award of Restricted Stock is granted to an
	employee or outside director under the terms of this Plan, such
	employee or outside director shall be deemed to be a
	"Participant".
	
	          The Committee shall, from time to time, determine which
	employees or outside directors of the Company or any of its
	direct or indirect wholly owned subsidiaries should receive an
	award of Restricted Stock and the number of shares of Restricted
	Stock to be awarded to such employees or outside directors.  In
	determining which employees or outside directors should receive
	
	                     -56-
	
	
	an award of Restricted Stock under the terms of this Plan, the
	Committee shall take into account the past performance of the
	Company, the employee's or outside director's contributions to
	past performance, the capacity of the employee or outside
	director to contribute in a substantial measure to the
	performance of the Company in the future and such other factors
	as the Committee may consider relevant.
	
	          The Committee shall provide a Participant who is
	granted an award of Restricted Stock written notice of the number
	of shares of Restricted Stock contained in the award, the timing
	and terms for payment by the Participant of the purchase price of
	the Restricted Stock to be issued pursuant to the award, a
	statement of any restrictions imposed on the Restricted Stock to
	be issued pursuant to the award, a statement of the length of
	time that such restrictions will apply and a statement of the
	date to be used for determining whether the restrictions imposed
	by this Plan have lapsed (such date being hereinafter referred to
	as the "Award Date").
	
	     5.   Awards of Restricted Stock.  Each Participant that
	receives an award of Restricted Stock under this Plan shall be
	required to pay for such Restricted Stock.  The price per share
	which shall be paid by a Participant that has been granted an
	award of Restricted Stock shall be equal to the par value of such
	share.  The Committee shall determine the time and manner in
	which a Participant shall be required to pay for Restricted Stock
	which the Participant has been awarded under this Plan.  Each
	share of Restricted Stock awarded to a Participant under the
	terms of this Plan shall be subject to the restrictions on
	transferability contained in Section 6 hereof and such other
	restrictions as the Committee may establish at the time the award
	is made (which other restrictions need not be the same for each
	Participant).
	
	          The Committee, in its discretion, may require the
	Participant to execute an agreement at the time of issuance of
	the Restricted Stock to the Participant which agreement shall
	contain such terms and conditions as may, from time to time, be
	established by the Committee.
	
	     6.   Restrictions.  The shares of the Restricted Stock sold
	to a Participant in connection with this Plan may not be sold,
	pledged, encumbered or otherwise alienated or hypothecated by the
	Participant until the time that these restrictions have lapsed as
	hereinafter provided in this Section 6.
	
	          The restrictions described in the preceding sentence
	shall lapse at the end of a period to be established by the
	
	                     -57-
	
	
	Committee and described with particularity in each award of
	Restricted Stock, or shall lapse on the date the Participant
	attains the age of 65 provided the Participant remains in the
	employ of, or serves as an outside director of, the Company or
	any of its direct or indirect subsidiaries during the entire
	period beginning on the Award Date and ending on the date the
	restrictions lapse.
	
	          The restrictions imposed on shares of Restricted Stock
	awarded pursuant to the terms of this Plan shall also lapse upon
	the occurrence of a Change in Control.  For purposes of this
	Plan, a Change in Control shall be deemed to have occurred if:
	
	          (a) any "person" or "group" (within the meaning of
	Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the
	"beneficial owner" (as defined in Rule 13d-3 under the Exchange
	Act) of more than thirty percent (30%) of the then outstanding
	voting stock of the Company, otherwise than through a transaction
	arranged by, or consummated with the prior approval of its Board
	of Directors; or
	
	          (b) during any period of two consecutive years,
	individuals who at the beginning of such period constitute the
	Board of Directors of the Company (and any new director whose
	election to the Board of Directors or whose nomination for
	election by the Company's shareholders was approved by a vote of
	at least two thirds of the directors then still in office who
	either were directors at the beginning of such period or whose
	election or nomination for election was previously so approved)
	(the "Continuing Directors") cease for any reason to constitute a
	majority thereof; or
	
	          (c) the stockholders of the Company approve a merger or
	consolidation of the Company with any other corporation, other
	than a merger or consolidation which would result in the voting
	securities of the Company immediately prior thereto continuing to
	represent (either by remaining outstanding or being converted
	into voting securities of the surviving entity) at least 80% of
	the combined voting power of the voting securities of the Company
	or such surviving entity outstanding immediately after such
	merger or consolidation (provided, however, that if prior to the
	merger or consolidation, the Board of Directors of the Company
	adopts a resolution that is approved by a majority of the
	Continuing Directors providing that such merger or consolidation
	shall not constitute a "change in control" for purposes of the
	Plan, then such a merger or consolidation shall not constitute a
	"change in control"); or
	
	          (d)  the stockholders of the Company approve an
	
	                     -58-
	
	
	agreement for the sale or disposition by the Company or all or
	substantially all the assets of the Company.
	
	     7.   Stockholder Rights.  Subject to the other provisions of
	this Plan, the Participant shall have all the rights of a
	stockholder with respect to the shares of Restricted Stock which
	are subject to this award including, but not limited to, the
	right to receive all dividends on such shares and the right to
	vote such shares; provided, however, that non-cash dividends,
	distributions and adjustments shall be subject to the same
	restrictions and risk of forfeiture as set forth in Sections 6
	and 10 hereof as are applicable to the original shares of
	Restricted Stock subject to the Participant's award.
	
	     8.   Other Restrictions.  The Committee may impose such
	other restrictions on any shares of Restricted Stock sold
	pursuant to this Plan as it may deem advisable, including,
	without limitation, restrictions under the Securities Act of 1933
	as amended (the "Act") restrictions under the requirements of any
	stock exchange upon which such shares or shares of the same class
	are then listed, and restrictions under any blue sky or
	securities laws applicable to such shares.
	
	     9.   Legend.  In order to enforce the restrictions imposed
	on Restricted Stock granted under this Plan, the Committee shall
	cause a legend or legends to be placed on any certificate
	representing shares of Restricted Stock issued pursuant to this
	Plan, which legend or legends shall make appropriate reference to
	the restrictions imposed under it.
	
	     10.  Termination of Employment.  Except as hereinafter
	provided, if a Participant's employment or service as an outside
	director with the Company or any of its subsidiaries is
	voluntarily or involuntarily terminated at any time prior to the
	date that the restrictions imposed by Section 6 hereof have
	lapsed, any shares of Restricted Stock issued to such Participant
	with respect to which such restrictions have not lapsed shall be
	forfeited and the price paid by the Participant therefor shall be
	returned to the Participant.  Notwithstanding the foregoing, the
	restrictions to which shares of Restricted Stock are subject
	pursuant to Section 6 hereof shall lapse: (a) upon the
	Participant's death, total and permanent disability (to the
	extent and in a manner as shall be determined by the Committee in
	its sole discretion) or retirement (as determined by the
	Committee in its sole discretion); or (b) upon the occurrence of
	such special circumstances or event as in the opinion of the
	Committee merits special consideration.
	
	     11.  Non-Transferability of Awards.  Awards granted under
	
	                     -59-
	
	
	this Plan shall not be transferable by the Participant otherwise
	than by will or the laws of descent and distribution and the
	right to purchase shares of Restricted Stock pursuant to an award
	under this Plan may be exercised or surrendered during a
	Participant's lifetime only by the Participant.
	
	     12.  Tax Withholding.  The Company or subsidiary shall
	deduct and withhold, from any cash or other payments to be made
	to the Participant, such amounts under federal, state or local
	tax rules or regulations as it deems appropriate with respect to
	an award under the Plan.  In any event, the Participant shall
	make available to the Company or subsidiary, promptly when
	required, sufficient funds to meet the requirements of such
	withholding, and the Committee shall be entitled to take and
	authorize such steps as it may deem advisable in order to have
	such funds available to the Company or subsidiary when required.
	
	     13.  Issuance of Shares and Compliance with the Act.  The
	Company may postpone the issuance and delivery of shares of
	Restricted Stock until: (a) the admission of such shares to
	listing on any stock exchange on which shares of Common Stock are
	then listed; and (b) the completion of such registration or other
	qualification of such shares of Restricted Stock under any state
	or federal law, rule or regulation as the Company shall determine
	to be necessary or advisable.  As a condition precedent to the
	issuance of shares of Restricted Stock pursuant to the grant of
	an award under the Plan, the Company may require the recipient
	thereof to make such representations and furnish such information
	as may, in the opinion of counsel for the Company, be appropriate
	to permit the Company, in the light of the then existence or non-
	existence with respect to such shares of an effective
	Registration Statement under the Act to issue the shares in
	compliance with the provisions of that or any comparable act.
	
	     14.  Administration.  The Committee shall have full
	authority to manage and control the operation and administration
	of the Plan.  Any interpretation of the Plan by the Committee and
	any decision made by the Committee of any matter within its
	discretion is final and binding on all persons.
	
	     15.  Participant Rights.  No employee or outside director
	shall have any claim or right to be granted an award of
	Restricted Stock under the Plan except as the Committee shall
	have conferred in its discretion in the administration of the
	Plan.  Participation in the Plan by an employee shall not confer
	upon the employee any right with respect to continuation of
	employment by the Company or its subsidiaries, nor interfere with
	the right of the Company to terminate at any time the employment
	of the employee.  Participation in the Plan by an outside
	
	                     -60-
	
	
	director will not confer upon the outside director any right with
	respect to continuation of service as an outside director of the
	Company or its subsidiaries, nor interfere with the provisions
	otherwise existing for the election and removal of directors of
	the Company or its subsidiaries.
	
	     16.  Amendment and Termination.  The Board of Directors of
	the Company may amend, suspend or terminate the Plan or any
	portion thereof at any time; provided that no amendment,
	suspension or termination shall impair the rights of any
	Participant, without the Participant's consent, in any Restricted
	Stock previously awarded under this Plan.  The Committee may
	amend the Plan to the extent necessary for the efficient
	administration of the Plan, or to make it practically workable or
	to confirm it to the provisions of any federal or state law or
	regulation.
	
	     17.  Non-Exclusivity of Plan.  Neither the adoption of this
	Plan by the Company's Board of Directors nor the submission of
	this Plan to the stockholders of the Company for approval shall
	be construed as creating any limitations on the power of the
	Company's Board of Directors to adopt any other incentive
	compensation arrangements it may deem desirable, including,
	without limitation, the awarding of Common Stock to employees
	otherwise than under the terms of this Plan and such other
	arrangements as may be either generally applicable or applicable
	only in specific cases.
	
	     18.  Governing Law.  Except as otherwise required by the
	General Corporation Law of the State of Delaware, this Plan shall
	be governed by and construed in accordance with the laws of the
	State of New York without regard to its conflicts of law
	principles.
	
	     19.  Effective Date of Plan; Stockholder Approval.  On
	September 21, 1993, the Board of Directors of the Company adopted
	and approved the Plan subject to ratification and approval by the
	stockholders of the Company.  On November 8, 1993, the
	stockholders of the Company ratified and approved the Plan.  The
	effective date of the Plan is September 21, 1993.
	
	     IN WITNESS WHEREOF, the undersigned has executed this First
	Amendment and Restatement of the Plan by and on behalf of the
	Company on and as of 19th day of August, 1997.
	
	                                   GIBRALTAR STEEL CORPORATION
	
	
	
	                                   By:   /s/ Walter T. Erazmus
	                                        Walter T. Erazmus 
	                                        Executive Vice President
	
	                     -61-
	
	
	                             Subsidiaries
	                                   
	The following is a list of the subsidiaries of Gibraltar Steel
	Corporation.  The names of indirectly owned subsidiaries are indented
	under the names of their respective parent corporations:
	
	Gibraltar Steel Corporation of New York                New York
	   Wm. R Hubbell Steel Corporation                     Illinois
	     Mill Transportation Company                       Illinois
	   Carolina Commercial Heat Treating, Inc.             Nevada
	   Southeastern Metals Manufacturing Company, Inc.     Florida
	   Gibraltar Steel Corporation Flight Services Corp.   New York
	Gibraltar Strip Steel, Inc.                            Delaware
	Integrated Technologies International, Ltd.            Delaware
	Cleveland Pickling, Inc.                               Delaware
	GIT Limited                                            New York
	Gibraltar Steel Corporation of Tennessee               Tennessee
	
	                      -62-
	
	

	THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
	CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY
	BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
	       
	PERIOD-TYPE                   12-MOS
	FISCAL-YEAR-END                          DEC-31-1997
	PERIOD-START                             JAN-01-1997
	PERIOD-END                               DEC-31-1997
	EXCHANGE-RATE                                      1
	CASH                                           2,437
	SECURITIES                                         0
	RECEIVABLES                                   50,141
	ALLOWANCES                                       990
	INVENTORY                                     76,701
	CURRENT-ASSETS                               130,746
	PP&E                                         151,644
	DEPRECIATION                                  36,242
	TOTAL-ASSETS                                 281,336
	CURRENT-LIABILITIES                           43,101
	BONDS                                         81,800
	PREFERRED-MANDATORY                                0
	PREFERRED                                          0
	COMMON                                           124
	OTHER-SE                                     139,920
	TOTAL-LIABILITY-AND-EQUITY                   281,336
	SALES                                        449,700
	TOTAL-REVENUES                               449,700
	CGS                                          375,537
	TOTAL-COSTS                                  375,537
	OTHER-EXPENSES                                41,560
	LOSS-PROVISION                                     0
	INTEREST-EXPENSE                               5,115
	INCOME-PRETAX                                 27,488
	INCOME-TAX                                    11,072
	INCOME-CONTINUING                             16,416
	DISCONTINUED                                       0
	EXTRAORDINARY                                      0
	CHANGES                                            0
	NET-INCOME                                    16,416
	EPS-PRIMARY                                     1.33
	EPS-DILUTED                                     1.30