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 June 30, 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 July 31, 1998, the number of common shares outstanding
	        was:12,476,293.
	        
	        
	        
	        
	
	        
	                                  1 of 13

	                                     
	                                     
	                                     
	                        GIBRALTAR STEEL CORPORATION
	                                     
	                                   INDEX
	                                     
	        
	                                                                  PAGE NUMBER
	        PART I.  FINANCIAL INFORMATION
	        
	        Item 1.  Financial Statements
	        
	                 Condensed Consolidated Balance Sheets
	                 June 30, 1998 (unaudited) and
	                 December 31, 1997 (audited)                            3
	        
	                 Condensed Consolidated Statements of Income
	                 Six months ended June 30, 1998 and
	                 1997 (unaudited)                                       4
	        
	                 Condensed Consolidated Statements of Cash Flows
	                 Six months ended June 30, 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 - 11
	        
	        
	        PART II. OTHER INFORMATION                                     12
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	        
	
	
	
	
	                                  2 of 13
	                                     
	                      PART I.  FINANCIAL INFORMATION
	                                     
	                       Item 1. Financial Statements
	                                     
	                        GIBRALTAR STEEL CORPORATION
	                                     
	                    CONDENSED CONSOLIDATED BALANCE SHEET
	                               (in thousands)
	                                     
	                                                      June 30,   December 31,
	                                                       1998          1997
	                                                    (unaudited)    (audited)

	     Assets
	    
	     Current assets:
	            Cash and cash equivalents               $   2,967     $   2,437
	            Accounts receivable                        77,615        49,151
	            Inventories                               110,839        76,701
	            Other current assets                        4,428         2,457
	     
	               Total current assets                   195,849       130,746
	     
	     Property, plant and equipment, net               151,193       115,402
	     
	     Other assets                                      84,356        35,188
	     
	                                                    $ 431,398     $ 281,336
	                                                     ========      ========
	     
	     Liabilities and Shareholders' Equity
	     
	     Current liabilities:
	            Accounts payable                        $  57,402     $  38,233
	            Accrued expenses                           12,174         3,644
	            Current maturities of long-term debt        1,272         1,224
	     
	               Total current liabilities               70,848        43,101
	     
	     Long-term debt                                   189,039        81,800
	     
	     Deferred income taxes                             19,898        15,094
	     
	     Other non-current liabilities                      1,657         1,297
	     
	     Shareholders' equity
	            Preferred shares                                -             -
	            Common shares                                 125           124
	            Additional paid-in capital                 66,229        66,190
	            Retained earnings                          83,602        73,730
	     
	               Total shareholders' equity             149,956       140,044
	     
	                                                    $ 431,398     $ 281,336
	                                                     ========      ========
	     
	
	
	              See accompanying notes to financial statements
	                                     
	                                  3 of 13
	                                     
	     
	                            GIBRALTAR STEEL CORPORATION
	     
	                     CONDENSED CONSOLIDATED STATEMENT OF INCOME
	                        (in thousands, except per share data)
	     
	     
	     
	                                     Three Months Ended     Six  Months Ended
	                                           June 30,               June 30,
	                                      1998         1997      1998        1997
	                                         (unaudited)            (unaudited)

	     Net sales                    $  144,882  $  119,213  $  261,265 $ 227,490
	     
	     Cost of sales                   117,989      99,296     214,212   188,875
	     
	           Gross profit               26,893      19,917      47,053    38,615
	     
	     Selling, general and
	        administrative expense        14,563      10,576      26,249    20,652
	     
	           Income from operations     12,330       9,341      20,804    17,963
	     
	     Interest expense                  2,745       1,448       4,351     2,597
	     
	           Income before taxes         9,585       7,893      16,453    15,366
	     
	     Provision for income taxes        3,834       3,196       6,581     6,223
	     
	           Net income             $    5,751  $    4,697  $    9,872 $   9,143
	                                   =========   =========   =========  =========
	     
	     Net income per share-Basic   $      .46  $      .38  $      .79 $     .74
	                                   =========   =========   =========  =========
	     Weighted average number of
	        shares outstanding-Basic      12,451      12,326      12,431    12,325
	                                   =========   =========   =========  =========
	     
	     Net income per share-Diluted $      .45  $      .37  $      .78 $     .73
	                                   =========   =========   =========  =========
	     Weighted average number of
	        shares outstanding-Diluted    12,698      12,560      12,653    12,557
	                                   =========   =========   =========  =========

	     
	     
	     
	     
	     
	     
	     
	     
	     
	     
	     
	     
	     
	     
	                  See accompanying notes to financial statements
	     
	                                     4 of 13
	        
	     
	                        GIBRALTAR STEEL CORPORATION
	                                     
	              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
	                              (in thousands)
	                                     
	                                     
	                                                          Six Months Ended
	                                                              June 30,
	                                                         1998         1997
	                                                            (unaudited)

	     Cash flows from operating activities
	     Net income                                      $  9,872    $   9,143
	     Adjustments to reconcile net income to
	        net cash used in operating activities:
	     Depreciation and amortization                      5,767        4,053
	     Provision for deferred income taxes                  627          766
	     Undistributed equity investment income              (185)        (220)
	     Increase (decrease) in cash resulting from
	        changes in (net of acquisitions):
	        Accounts receivable                           (13,705)      (8,113)
	        Inventories                                   (17,797)      (1,471)
	        Other current assets                           (1,270)        (561)
	        Accounts payable and accrued expenses          11,687         (799)
	        Other assets                                     (640)        (257)
	     
	        Net cash (used in) provided by operating
	           activities                                  (5,644)       2,541
	     
	     Cash flows from investing activities
	     Acquisitions, net of cash acquired               (86,799)     (26,475)
	     Purchases of property, plant and equipment        (8,253)     (11,776)
	     Net proceeds from sale of property and equipment     104           62
	     
	        Net cash used in investing activities         (94,948)     (38,189)
	     
	     Cash flows from financing activities
	     Long-term debt reduction                          (8,312)     (43,701)
	     Proceeds from long-term debt                     109,394       78,365
	     Net proceeds from issuance of common stock            40           77
	     
	        Net cash provided by financing activities     101,122       34,741
	     
	      Net increase (decrease) in cash and
	         cash equivalents                                 530         (907)
	     
	     Cash and cash equivalents at beginning of year     2,437        5,545
	     
	     Cash and cash equivalents at end of period      $  2,967    $   4,638
	                                                      =======      =======

	     
	     
	     
	     
	     
	     
	     
	     
	              See accompanying notes to financial statements
	                                     
	                                  5 of 13
	                                     
	         
	                        GIBRALTAR STEEL CORPORATION
	                                     
	           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	                                (Unaudited)
	                                     
	                                     
	                                     
	         1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	         
	         The accompanying condensed consolidated financial statements as
	         of June 30, 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 June 30, 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 six month period ended June
	         30, 1998 are not necessarily indicative of the results to be
	         expected for the full year.
	         
	         
	         2.  INVENTORIES
	         
	         Inventories consist of the following:
	                                                      (in thousands)
	                                                  June 30,    December 31,
	                                                    1998          1997
	                                                 (unaudited)    (audited)
	         
	         Raw material                            $ 73,204      $ 51,804
	         Finished goods and work-in-process        37,635        24,897
	         
	         Total inventories                       $110,839      $ 76,701
	                                                  =======       =======
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	                                  6 of 13
	                                     
	         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                         -        -          -        9,872
	         Stock options exercised            -        -         10            -
	         Restricted stock granted          55        1          -            -
	         Earned portion of
	           restricted stock                 -        -         29            -
	         
	         June 30, 1998                 12,465   $  125    $ 66,229   $  83,602
	                                    ==========================================
	         
	         
	                                     
	         4.  EARNINGS PER SHARE
	         
	         Basic net income per share equals net income divided by the
	         weighted average shares outstanding for the six months ended
	         June 30, 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     $9,872,000    12,430,671   $.79    12,653,190    $.78
	             1997     $9,143,000    12,325,255   $.74    12,557,382    $.73
	         
	         
	         Included in diluted shares are common stock equivalents relating
	         to options of 222,519 and 232,127 for 1998 and 1997,
	         respectively.
	         
	         
	         
	         5.  ACQUISITIONS
	         
	         On June 1, 1998, the Company purchased all the outstanding
	         common stock of United Steel Products Company (USP) for
	         approximately $24 million in cash.  USP designs and
	         manufacturers lumber connector products for the wholesale market
	         and plastic molded products for component manufacturers.
	         
	         On April 1, 1998, the Company purchased the assets and business
	         of Appleton Supply Co., Inc. (Appleton) for approximately $28
	         million in cash.  Appleton manufactures louvers, roof edging,
	         soffitts and other metal building products for wholesale
	         distribution.
	         
	                                     
	                                     
	                                     
	                                     
	                                     
	                                  7 of 13
	         
	        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 USP, Appleton, Solar and SEMCO
	        have been consolidated with the Company's results of operations
	        from the respective acquisition dates. The aggregate excess of
	        the purchase prices of these acquisitions over the fair market
	        values of the net assets of the acquired companies is
	        approximately $58 million 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)
	                                                    Six Months Ended
	                                                         June 30,
	                                                    1998          1997
	                                                       (unaudited)
	
	         Net sales                               $ 289,797     $ 289,714
	                                                  ========      ========
	         Income before taxes                     $  16,909     $  15,989
	                                                  ========      ========
	         Net income                              $  10,079     $   9,420
	                                                  ========      ========
	         Net income per share-Basic              $     .81     $     .76
	                                                  ========      ========
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	
	
	
	
	         
	                                  8 of 13
	                                     
	         Item 2.  Management's Discussion and Analysis of Financial Condition
	                  and Results of Operations
	         
	         
	         Results of Operations
	
	         Net sales of $144.9 million for the second quarter ended June
	         30, 1998 increased 21.5% from sales of $119.2 million for the
	         prior year's second quarter. This increase resulted from
	         including net sales of Solar (acquired March 1, 1998), Appleton
	         (acquired April 1, 1998) and USP (acquired June 1, 1998) and
	         sales growth at existing operations which combined to more than
	         offset the impact of a strike at an automotive customer in June
	         1998, which was settled in July 1998.  Sales to that automobile
	         manufacturer were less than 7% of the Company's total sales for
	         the six months ended June 30, 1998.
	         
	         Cost of sales as a percentage of net sales decreased to 81.4%
	         for the second quarter and to 82.0% for the first six months of
	         1998.  Gross profit increased to 18.6% and 18.0% for the second
	         quarter and the six months ended June 30, 1998 from 16.7% and
	         17.0% for the comparable periods in 1997.  This increase is
	         primarily due to higher margins at SEMCO, Solar, Appleton and
	         USP, which have historically generated higher margins than the
	         Company's other products and services, and due to lower raw
	         material costs at existing operations.
	         
	         Selling, general and administrative expenses as a percentage of
	         net sales increased to 10.1% for the second quarter ended June
	         30, 1998, from 8.9% for the same period of 1997.  This increase
	         was primarily due to higher costs as a percentage of sales
	         attributable to Solar, Appleton and USP and performance based
	         compensation linked to the Company's sales and profitability.
	         
	         Interest expense increased by $1.3 million for the second
	         quarter ended June 30, 1998 primarily due to higher borrowings
	         to finance the Solar, Appleton and USP acquisitions.
	         
	         As a result of the above, income before taxes increased by $1.7
	         million for the quarter ended June 30, 1998.
	         
	         Income taxes for the three months ended June 30, 1998
	         approximated   $3.8 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 six months of 1998, the Company increased its
	         working capital to $125.0 million.  Additionally, shareholders'
	         equity increased to $150.0 million at June 30, 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 13
	         
	         Net income of $9.9 million and depreciation and amortization of
	         $5.8 million combined with an increase in accounts payable and
	         accrued expenses (net of acquisition) of $11.7 million to
	         provide cash of $27.4 million.  Increases in inventory, accounts
	         receivable and other current assets of $32.8 million in
	         aggregate, necessary to service increased sales levels, offset
	         the cash generated from operations, resulting in net cash used
	         for operations of approximately $5.6 million.
	         
	         Cash used in operations of $5.6 million, capital expenditures of
	         $8.3 million and the acquisition of Solar, Appleton and USP for
	         approximately $86.8 million in total were primarily funded by
	         net borrowings of $101.1 million under the Company's credit
	         facility.
	         
	         During the second quarter of 1998, the Company increased its
	         bank credit facility to $235 million to provide additional funds
	         to grow its business.  At June 30, 1998 the Company's aggregate
	         credit facilities available approximated $239 million with
	         borrowings of approximately $189 million and an additional
	         availability of approximately $50 million.
	         
	         
	         The Company believes that availability of funds under its credit
	         facilities together with cash 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.
	                                     
	                                     
	         Recent Accounting Pronouncement
	         
	        In June 1998, the Financial Accounting Standards Board issued
	        Statement of Financial Accounting Standards No. 133 Accounting
	        for Derivative Instruments and Hedging Activities (FAS No. 133)
	        which requires recognition of the fair value of derivatives in
	        the statement of financial position, with changes in the fair
	        value recognized either in earnings or as a component of other
	        comprehensive income dependent upon the hedging nature of the
	        derivative.  Implementation of FAS No. 133 is required for
	        fiscal 2000.  The Company does not believe that FAS No. 133 will
	        have a material impact on its earnings or other comprehensive
	        income.
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	                                 10 of 13
	         
	        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.
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                 11 of 13
	                                     
	                                     
	                        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 June 30, 1998.
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	                                 12 of 13
	                                     
	                                     
	                                     
	                                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   /x/ Brian J. Lipke
	                                      Brian J. Lipke
	                                      President, Chief Executive Officer
	                                      and Chairman of the Board
	         
	         
	         
	                                   By   /x/ Walter T. Erazmus
	                                      Walter T. Erazmus
	                                      Treasurer and Chief Financial Officer
	                                      (Principal Financial and Chief
	                                      Accounting Officer)
	         
	         
	
	
	         Date August 13, 1998
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	         
	
	
	         
	                                 13 of 13
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	                                     
	
	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.
	/LEGEND
	MULTIPLIER 1000
	CURRENCY US DOLLARS
	       
	S                             C
	PERIOD-TYPE                   6-MOS
	FISCAL-YEAR-END                          DEC-31-1998
	PERIOD-START                             JAN-01-1998
	PERIOD-END                               JUN-30-1998
	EXCHANGE-RATE                                      1
	CASH                                           2,967
	SECURITIES                                         0
	RECEIVABLES                                   79,028
	ALLOWANCES                                     1,413
	INVENTORY                                    110,839
	CURRENT-ASSETS                               195,849
	PP&E                                         192,049
	DEPRECIATION                                  40,856
	TOTAL-ASSETS                                 431,398
	CURRENT-LIABILITIES                           70,848
	BONDS                                        189,039
	PREFERRED-MANDATORY                                0
	PREFERRED                                          0
	COMMON                                           125
	OTHER-SE                                     149,831
	TOTAL-LIABILITY-AND-EQUITY                   431,398
	SALES                                        261,265
	TOTAL-REVENUES                               261,265
	CGS                                          214,212
	TOTAL-COSTS                                  214,212
	OTHER-EXPENSES                                26,249
	LOSS-PROVISION                                     0
	INTEREST-EXPENSE                               4,351
	INCOME-PRETAX                                 16,453
	INCOME-TAX                                     6,581
	INCOME-CONTINUING                              9,872
	DISCONTINUED                                       0
	EXTRAORDINARY                                      0
	CHANGES                                            0
	NET-INCOME                                     9,872
	EPS-PRIMARY                                      .79
	EPS-DILUTED                                      .78