FORM 10-Q
	                    SECURITIES AND EXCHANGE COMMISSION
	                          Washington, D.C. 20549
	                                     
	                                     
	                                     
	                                     
	            (Mark one)
	            ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	            THE SECURITIES EXCHANGE ACT OF 1934
	
	            For the quarterly period ended March 31, 1998
	
	                                    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 or organization)            Identification No.)
	
	     3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York 14219-0228
	                (Address of principal executive offices)
	
	                           (716)  826-6500
	         (Registrant's telephone number, including area code)
	
	
	
	
	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    .
	
	
	As of April 30, 1998, the number of common shares outstanding was:
	12,465,293.
	
	
	                                  1 of 12
	
	                                     
	                        GIBRALTAR STEEL CORPORATION
	                                     
	                                   INDEX
	                                     
	                                                              PAGE NUMBER
	PART I.  FINANCIAL INFORMATION
	
	Item 1.  Financial Statements
	
	         Condensed Consolidated Balance Sheets
	         March 31, 1998 (unaudited) and
	         December 31, 1997 (audited)                                 3
	
	         Condensed Consolidated Statements of Income
	         Three months ended March 31, 1998 and
	         1997 (unaudited)                                            4
	
	         Condensed Consolidated Statements of Cash Flows
	         Three months ended March 31, 1998 and 1997
	         (unaudited)                                                 5
	
	         Notes to Condensed Consolidated Financial
	         Statements (unaudited)                                    6 - 8
	
	
	Item 2.  Management's Discussion and Analysis of
	         Financial Condition and Results of Operations             9 - 10
	
	
	PART II. OTHER INFORMATION                                           11
	
	
	
	
	                                  2 of 12
	                                     
	                      PART I.  FINANCIAL INFORMATION
	                                     
	                       Item 1. Financial Statements
	                                     
	                        GIBRALTAR STEEL CORPORATION
	                                     
	                    CONDENSED CONSOLIDATED BALANCE SHEET
	                               (in thousands)
	                                     
	                                                     March 31,    December 31,
	                                                       1998          1997
	                                                    (unaudited)    (audited)

	Assets
	
	Current assets:
	            Cash and cash equivalents               $     937     $   2,437
	            Accounts receivable                        64,833        49,151
	            Inventories                                90,589        76,701
	            Other current assets                        3,149         2,457
	                                                      -------       ------- 
	               Total current assets                   159,508       130,746
	
	Property, plant and equipment, net                    131,190       115,402
	
	Other assets                                           47,909        35,188
	                                                      -------       -------
	                                                    $ 338,607     $ 281,336
	                                                     ========      ========
	
	Liabilities and Shareholders' Equity
	
	Current liabilities:
	            Accounts payable                        $  43,910     $  38,233
	            Accrued expenses                            7,997         3,644
	            Current maturities of long-term debt        1,266         1,224
	                                                      -------       -------  
	               Total current liabilities               53,173        43,101
	
	Long-term debt                                        124,391        81,800
	
	Deferred income taxes                                  15,478        15,094
	
	Other non-current liabilities                           1,395         1,297
	
	Shareholders' equity
	            Preferred shares                                -             -
	            Common shares                                 124           124
	            Additional paid-in capital                 66,195        66,190
	            Retained earnings                          77,851        73,730
	                                                      -------       -------
	               Total shareholders' equity             144,170       140,044
	                                                      -------       ------- 
	                                                    $ 338,607     $ 281,336
	                                                     ========      ========

	
	
	              See accompanying notes to financial statements
	                                     
	                                  3 of 12
	                                     
	                       GIBRALTAR STEEL CORPORATION
	
	                CONDENSED CONSOLIDATED STATEMENT OF INCOME
	              (in thousands, except per share data)
	
	
	                                                 Three Months Ended
	                                                      March 31,
	                                                   1998       1997
	                                                     (unaudited)

	Net sales                                     $  116,383  $  108,277
	
	Cost of sales                                     96,223      89,579
	
	   Gross profit                                   20,160      18,698
	
	Selling, general and
	  administrative expense                          11,686      10,076
	
	   Income from operations                          8,474       8,622
	
	Interest expense                                   1,606       1,149
	
	   Income before taxes                             6,868       7,473
	
	Provision for income taxes                         2,747       3,027
	
	   Net income                                 $    4,121  $    4,446
	                                                 =======     =======
	
	Net income per share-Basic                    $      .33  $      .36
	                                                 =======     =======
	
	Weighted average shares outstanding-Basic         12,410      12,325
	                                                 =======     =======
	
	Net income per share-Diluted                  $      .33  $      .35
	                                                 =======     =======
	
	Weighted average shares outstanding-Diluted       12,608      12,555
	                                                 =======     =======

	
	
	
	             See accompanying notes to financial statements
	
	                                4 of 12
	
	                        GIBRALTAR STEEL CORPORATION
	                                     
	              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
	                              (in thousands)
	                                     
	                                     
	                                                        Three Months Ended
	                                                             March 31,
	                                                         1998        1997
	                                                           (unaudited)

	CASH FLOWS FROM OPERATING ACTIVITIES
	Net income                                           $  4,121     $  4,446
	Adjustments to reconcile net income to
	    net cash used in operating activities:
	Depreciation and amortization                            2,561       1,932
	Provision for deferred income taxes                        336         304
	Undistributed equity investment income                    (209)       (216)
	Increase (decrease) in cash resulting from
	    changes in (net of acquisitions):
	  Accounts receivable                                   (9,723)    (10,936)
	  Inventories                                           (7,176)     (4,346)
	  Other current assets                                    (882)     (1,019)
	  Accounts payable and accrued expenses                  6,709       3,304
	  Other assets                                            (222)       (193)
	                                                       --------    --------
	         Net cash used in operating activities          (4,485)     (6,724)
	                                                       --------    --------
	CASH FLOWS FROM INVESTING ACTIVITIES
	Acquisitions, net of cash acquired                     (35,040)    (24,907)
	Purchases of property, plant and equipment              (4,338)     (4,421)
	Net proceeds from sale of property and equipment            65          58
	                                                       --------    --------
	         Net cash used in investing activities         (39,313)    (29,270)
	                                                       --------    --------
	CASH FLOWS FROM FINANCING ACTIVITIES
	Long-term debt reduction                                (2,101)    (27,397)
	Proceeds from long-term debt                            44,394      61,743
	Net proceeds from issuance of common stock                   5          26
	                                                       --------    -------
	         Net cash provided by financing activities      42,298      34,372
	                                                       --------    -------
	      Net decrease in cash and cash equivalents         (1,500)     (1,622)
	
	Cash and cash equivalents at beginning of year           2,437       5,545
	                                                       --------    -------
	Cash and cash equivalents at end of period            $    937    $  3,923
	                                                       ========    =======

	
	
	              See accompanying notes to financial statements
	                                     
	                                  5 of 12
	                                     
	                        GIBRALTAR STEEL CORPORATION
	                                     
	           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	                                (Unaudited)
	                                     
	                                     
	                                     
	1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	
	The accompanying condensed consolidated financial statements as of March
	31, 1998 and 1997 have been prepared by the Company without audit.  In the
	opinion of management, all adjustments necessary to present fairly the
	financial position, results of operations and cash flows at March 31, 1998
	and 1997 have been included.
	
	Certain information and footnote disclosures including significant
	accounting policies normally included in financial statements prepared in
	accordance with generally accepted accounting principles have been
	condensed or omitted.  It is suggested that these condensed financial
	statements be read in conjunction with the financial statements included in
	the Company's Annual Report to Shareholders for the year ended December 31,
	1997.
	
	The results of operations for the three month period ended March 31, 1998
	are not necessarily indicative of the results to be expected for the full
	year.
	
	
	2.  INVENTORIES
	
	Inventories consist of the following:
	                                              (in thousands)
	                                          March 31,    December 31,
	                                            1998          1997
	                                         (unaudited)    (audited)

	Raw material                              $ 62,151      $ 51,804
	Finished goods and work-in-process          28,438        24,897
	                                            ------        ------
	Total inventories                         $ 90,589      $ 76,701
	                                            ======        ======

	
	
	
	                                  6 of 12
	                                     
	3.  STOCKHOLDERS' EQUITY
	
	The changes in stockholders' equity consist of:
	
	                                         (in thousands)
	                                                  Additional
	                                Common Shares       Paid-in      Retained
	                               Shares   Amount      Capital      Earnings

	December 31, 1997              12,410  $   124     $ 66,190     $ 73,730
	Net income                          -        -            -        4,121
	Stock options exercised             -        -            5            -
	                               ------     ----       ------       ------
	March 31, 1998                 12,410  $   124     $ 66,195     $ 77,851
	                               ======     ====       ======       ======

	
	
	                                     
	4.  EARNINGS PER SHARE
	
	Basic net income per share equals net income divided by the weighted
	average shares outstanding for the three months ended March 31, 1998 and
	1997.  The computation of diluted net income per share includes all
	dilutive common stock equivalents in the weighted average shares
	outstanding. The reconciliation between basic and diluted earnings per
	share is as follows:
	
	                              Basic      Basic     Diluted   Diluted
	                Income        Shares      EPS      Shares      EPS
	
	     1998     $4,121,000    12,409,776   $.33    12,608,138   $.33
	     1997     $4,446,000    12,324,594   $.36    12,555,059   $.35
	
	
	Included in diluted shares are common stock equivalents relating to options
	of 198,362 and 230,465 for 1998 and 1997, respectively.
	
	
	
	5.  ACQUISITIONS
	
	On March 1, 1998, the Company purchased the assets and business of The
	Solar Group (Solar) for approximately $35 million in cash.  Solar
	manufactures a line of construction products as well as a complete line of
	mailboxes, primarily manufactured with galvanized steel.
	
	On January 31, 1997, the Company purchased all of the outstanding capital
	stock of Southeastern Metals Manufacturing Company, Inc. (SEMCO) for
	approximately $25 million in cash. SEMCO manufactures a wide array of metal
	products for the residential and commercial construction markets.
	
	These acquisitions have been accounted for under the purchase method.
	Results of operations of Solar and SEMCO have been consolidated with the
	Company's results of operations from the respective acquisition dates. The
	excess of the aggregate purchase price over the fair
	
	
	
	
	                                  7 of 12
	                                     
	market value of net assets of Solar and SEMCO approximated $12 million and
	$11 million, respectively, and is being amortized over 35 years from the
	acquisition dates using the straight-line method.
	
	The following information presents the pro forma consolidated
	condensed results of operations as if the acquisitions had occurred on
	January 1, 1997.  The pro forma amounts may not be indicative of the
	results that actually would have been achieved had the acquisitions
	occurred as of January 1, 1997 and are not necessarily indicative of future
	results of the combined companies.
	
	
	                                        (in thousands, except per share data)
	                                                   Three Months Ended
	                                                         March 31,
	                                                    1998          1997
	                                                       (unaudited)
	
	Net sales                                        $ 123,155     $ 125,561
	                                                  ========      ========
	Income before taxes                              $   6,770     $   7,338
	                                                  ========      ========
	Net income                                       $   4,062     $   4,356
	                                                  ========      ========
	Net income per share                             $     .33     $     .35
	                                                  ========      ========
	
	
	6.  SUBSEQUENT EVENT
	
	On April 1, 1998, the Company purchased the assets and business of Appleton
	Supply Company, Inc. (Appleton) for approximately $28.5 million in cash.
	The results of operations of Appleton will be consolidated with the
	Company's results of operations from the acquisition date for the quarter
	ending June 30, 1998.
	
	
	
	
	
	                                  8 of 12
	                                     
	Item 2.  Management's Discussion and Analysis of Financial Condition
	         and Results of Operations
	
	
	Results of Operations
	
	
	Net sales of $116.4 million for the first quarter ended March 31, 1998
	increased 7.5% from sales of $108.3 million for the prior year's first
	quarter. This increase resulted from including net sales of SEMCO (acquired
	January 31, 1997) for the entire quarter, net sales of Solar (acquired
	March 1, 1998) and sales growth at existing operations.
	
	Cost of sales as a percentage of net sales remained constant at 82.7% for
	the first quarter of 1998 and 1997. Higher raw material costs associated
	with inventory purchased during 1997 which were not fully passed through to
	customers and inefficiences due to the start-up and transition of the
	Company's new cold-rolling mill at its Cleveland, Ohio facility to a two-
	shift operation were primarily offset by higher margins at SEMCO and Solar.
	SEMCO and Solar sales historically have generated higher margins than the
	Company's other products and services.
	
	Selling, general and administrative expenses as a percentage of net sales
	increased to 10.0% for the first quarter ended March 31, 1998, from 9.3%
	for the same period of 1997.  This increase was primarily due to higher
	costs as a percentage of sales attributable to SEMCO (included for the
	entire quarter) and Solar (included for March 1998).
	
	Interest expense increased by $.5 million for the first quarter ended March
	31, 1998 primarily due to higher borrowings.  This increase in borrowings
	was due to the SEMCO acquisition being included for the entire quarter, the
	Solar acquisition and the new mill which began operations in January 1998.
	
	As a result of the above, income before taxes decreased by $.6    million
	for the quarter ended March 31, 1998.
	
	Income taxes for the three months ended March 31, 1998 approximated   $2.7
	million and were based on a 40.0% effective tax rate for 1998 compared to
	an effective tax rate of 40.5% for the same period in 1997.
	
	
	Liquidity and Capital Resources
	
	During the first three months of 1998, the Company increased its working
	capital to $106.3 million.  Additionally, shareholders' equity increased to
	$144.2 million at March 31, 1998.
	
	The Company's principal capital requirements are to fund its operations,
	including working capital, the purchase and funding of improvements to its
	facilities, machinery and equipment and to fund acquisitions.
	
	
	
	
	                                  9 of 12
	                                     
	Net income of $4.1 million and depreciation and amortization of $2.6
	million combined with an increase in accounts payable and accrued expenses
	(net of acquisition) of $6.7 million to provide cash of $13.4 million.
	This was primarily offset by increases in inventory and accounts receivable
	totaling $16.9 million to service increased sales levels resulting in net
	cash used for operations of approximately $4.5 million.
	
	Cash used in operations of $4.5 million, capital expenditures of $4.3
	million and the acquisition of Solar for approximately $35 million were
	funded by net proceeds from long-term debt of $42.3 million and cash on
	hand.
	
	During March 1998, the Company increased its bank credit facility to $210
	million to provide additional funds to grow its business.  At March 31,
	1998 the Company's aggregate credit facilities available approximated $214
	million with borrowings of approximately $124 million and an additional
	availability of approximately $90 million.
	
	The Company used approximately $28.5 million of the facility on
	April 1, 1998 for the acquisition of Appleton Supply Company.
	
	The Company believes that availability under its credit facilities together
	with funds generated from operations will be sufficient to provide the
	Company with the liquidity and capital resources necessary to support its
	existing operations.  The Company also believes it has the financial
	capability to increase its long-term borrowing capacity due to changes in
	capital requirements.
	
	
	Impact of Year 2000
	
	The Company is in the process of evaluating its management information
	systems to determine Year 2000 compliancy.  The Company currently believes
	that costs required to achieve Year 2000 compliancy will not be material to
	its financial statements.
	                                     
	                                     
	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.
	                                     
	                                     
	                                     
	                                 10 of 12
	PAGE>                                     
	                        PART II.  OTHER INFORMATION
	                                     
	
	
	Item 6. Exhibits and Reports on Form 8-K.
	
	             1.  Exhibits - None
	
	                     a.  Exhibit 27 - Financial Data Schedule
	
	
	             2. Reports on Form 8-K.  There were no reports on Form 8-K
	                during the three months ended March 31, 1998.
	
	
	
	
	
	
	                                 11 of 12
	                                     
	                                SIGNATURES
	                                     
	                                     
	Pursuant to the requirements 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
	                                             (Registrant)
	
	
	                                   By /s/Brian J. Lipke
	                                      Brian J. Lipke
	                                      President, Chief Executive Officer
	                                      and Chairman of the Board
	
	
	
	                                   By /s/Walter T. Erazmus
	                                      Walter T. Erazmus
	                                      Treasurer and Chief Financial Officer
	                                      (Principal Financial and Chief
	                                      Accounting Officer)
	
	
	
	
	Date May 8, 1998
	
	
	
	
	
	
	                                 12 of 12
	                                     

	THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
	CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-Q AND IS QUALIFIED IN ITS
	ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.



	PERIOD-TYPE                   3-MOS
	FISCAL-YEAR-END                          DEC-31-1998
	PERIOD-START                             JAN-01-1998
	PERIOD-END                               MAR-31-1998
	EXCHANGE-RATE                                      1
	CASH                                             937
	SECURITIES                                         0
	RECEIVABLES                                   65,900
	ALLOWANCES                                     1,067
	INVENTORY                                     90,589
	CURRENT-ASSETS                               159,508
	PP&E                                         169,490
	DEPRECIATION                                  38,300
	TOTAL-ASSETS                                 338,607
	CURRENT-LIABILITIES                           53,173
	BONDS                                        124,391
	PREFERRED-MANDATORY                                0
	PREFERRED                                          0
	COMMON                                           124
	OTHER-SE                                     144,046
	TOTAL-LIABILITY-AND-EQUITY                   338,607
	SALES                                        116,383
	TOTAL-REVENUES                               116,383
	CGS                                           96,223
	TOTAL-COSTS                                   96,223
	OTHER-EXPENSES                                11,686
	LOSS-PROVISION                                     0
	INTEREST-EXPENSE                               1,606
	INCOME-PRETAX                                  6,868
	INCOME-TAX                                     2,747
	INCOME-CONTINUING                              4,121
	DISCONTINUED                                       0
	EXTRAORDINARY                                      0
	CHANGES                                            0
	NET-INCOME                                     4,121
	EPS-PRIMARY                                      .33
	EPS-DILUTED                                      .33