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, 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 Identification No.)
	   incorporation organization)      
	  
	  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, 1998, the aggregate market value of the voting
	  stock held by nonaffiliates of the Registrant amounted to
	  $140,803,000.
	  
	  As of December 31, 1998, the number of common shares outstanding
	  was: 12,484,418.
	  
	
	                  DOCUMENTS INCORPORATED BY REFERENCE
	                                   
	    Portions of the Registrant's definitive Proxy Statement for the
	                    Annual Meeting of Shareholders
	   to be held May 18, 1999, are incorporated by reference into Part III
	                           of this report.           
	                                          Exhibit Index is on Page 39
	                                   1
                                   
	                                PART I
	                                   
	     Item 1. Description of Business
	     
	     General
	     
	     The Company is a processor of a broad array of high value-
	     added,  technically sophisticated steel and other metal
	     products.  The Company utilizes any one or a combination
	     of several different processes at each of its operating
	     facilities to add substantial margin and value to raw
	     material acquired from primary steel and other metal
	     producers.  Underlying each of these processes is a common
	     set of steel and metal processing core competencies.
	     These core competencies are the foundation upon which all
	     the Company's operations and customer offerings are based.
	     Expertise in these core competencies has allowed the
	     Company to successfully expand beyond its original cold-
	     rolled strip steel and steel strapping processing
	     operations to the processing of building and construction
	     products and providing of metallurgical heat treating and
	     materials management services.
	     
	     Industry Overview
	     
	     Steel and metal processors occupy a market niche that
	     exists between the primary steel and metal producers and
	     end-users and others.  Primary steel and metal producers
	     typically focus on the sale of standard size and tolerance
	     steel and other metals to large volume purchasers,
	     including steel and metal processors.  At the same time,
	     end-users require steel with closer tolerances and with
	     shorter lead times than the primary steel and metal
	     producers can provide efficiently.
	     
	     Metal Processes, Products and Services
	     
	     The Company produces and delivers a variety of products
	     and services on a just-in-time basis for  industrial
	     manufacturers, fabricators and other end-users in the
	     automotive, automotive supply, appliance, building and
	     construction, machinery, and steel industries.
	
	                                  2

	     The following table sets forth certain information
	     regarding sales of products and services as a percentage
	     of net sales for the past three years:
	                                        Year ended December 31,
	     Products and Services              1996      1997     1998
	     Cold-rolled strip steel              43%       35%       30%
	     Building and construction products     -       20%       32%
	     Precision metal products             44%       36%       31%
	     Other processes and services         13%         9%       7%
	     
	     The following steel and metal products, processes, 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,
	     temper rolling, edge rolling and slitting.  Cold reduction
	     is the rolling of steel to a specified thickness, tolerance
	     and finish.  Annealing is a thermal process which changes
	     hardness and certain metallurgical characteristics of steel.
	     Temper rolling is the rolling of steel to a specific
	     hardness.  Edge rolling involves conditioning edges of
	     processed steel into square, fully round or partially round
	     shapes.  Slitting is the cutting of steel to specified
	     widths.  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, all of which are QS9000 certified, 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.  In
	     January 1998, the Company began operating a 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.
	
	                                  3

	     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.
	     
	     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.
	     
	     Building and Construction Products
	     The Company processes steel and other metal to manufacture
	     a wide array of  products for the building and
	     construction industry.  Building and construction industry
	     products are manufactured primarily from galvanized steel,
	     as well as from aluminum, copper and other metals.
	     Building and construction products manufactured include
	     metal trims, prefab homes and utility sheds, steel lumber
	     connectors, metal roofing, drywall products, gutters and
	     down spouts, ventilation products and storm panel systems
	     for residential and commercial properties.
	     
	     During 1998, the Company acquired three building and
	     construction products companies which broaden its product
	     line, extends its geographic reach and further diversifies
	     and builds its customer base.  The Solar Group (Solar),
	     acquired in March 1998, operates three facilities located
	     in Mississippi and primarily manufactures wind turbines,
	     power vents, other ventilation products and accessories.
	     Appleton Supply Co., Inc. (Appleton), acquired in April
	     1998 with facilities located in Wisconsin and Missouri,
	     also manufacturers ventilation products and accessories,
	     as well as roofing products and other construction
	     products.  United Steel Products Company (USP), acquired
	     in June 1998 with facilities located in Minnesota,
	     California, North Carolina and New Jersey,  is a leading
	     producer of steel lumber connectors and gives the Company
	     its first manufacturing and distribution facility on the
	     West Coast.  These three acquisitions compliment the
	     Company's existing building and construction products
	     business comprised of Southeastern Metals Manufacturing
	     Company, Inc. (SEMCO), with facilities located in Florida,
	     Georgia, Tennessee and Texas.   All of these facilities
	     use precision engineering combined with slitting,
	     stamping, roll forming and other processes to manufacture
	     their various products.
	
	                                  4     
     
	     Precision Metal Products
	     The Company's precision metal products are comprised primarily of
	     higher value-added flat-rolled sheet steel, as well as steel
	     strapping and other products.
	     
	     Precision Metal Processing.  The Company operates two precision
	     metals facilities in New York and Tennessee which primarily
	     process flat-rolled sheet steel.  In addition to slitting and
	     cutting to length, these precision metals facilities can produce
	     higher value-added products which are held to close tolerances
	     and tight specifications through cold-rolling, annealing,
	     blanking, oscillating and edging rolling.
	     
	     The Company also operates two precision metals facilities
	     in Illinois and Alabama which process galvanized,
	     Galvalume and prepainted steel and can slit and cut to
	     length material based upon customer specifications.
	     
	     Steel Strapping.  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 Society for
	     Testing and Materials 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 QS9000 certified strapping facility manufactures
	     high tensile steel strapping by slitting, oscillating, heat
	     treating, painting and packaging cold-rolled coils.
	     
	     Steel strapping is cold-rolled to precise gauge on one of the
	     Company's rolling mills, 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 physical
	     and 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.
	
	                                  5
     
	     Other Products.  The Company's Solar acquisition produces
	     a complete line of mailboxes manufactured primarily with
	     galvanized steel.  The Company believes it is the largest
	     manufacturer of mailboxes in the United States.
	     
	     Other Processes and Services
	     Metallurgical Heat Treating Services.   The Company provides a
	     wide range of metallurgical heat treating services  in which
	     customer-owned parts are exposed to precise temperature and
	     other conditions to improve their mechanical properties,
	     durability and wear resistance.  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 nitriding,
	     as well as a host of other services, these heat treating
	     processes 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.
	     
	     The Company acquired Harbor Metal Treating Co., Inc.
	     (Harbor) in October 1998 and now operates nine heat
	     treating facilities in North Carolina, South Carolina,
	     Tennessee, Georgia, Alabama, Michigan, Indiana and
	     Illinois.  The Company 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, the Company maintains a fleet of trucks and
	     trailers to provide rapid turnaround time for its
	     customers.
	     
	     Due to time and costs associated with transporting
	     materials and customers' need for just-in-time delivery of
	     heat treated products, the commercial heat treating
	     industry has developed as a regional industry concentrated
	     in major industrial areas of the country.  In addition,
	     the commercial heat treating industry has realized
	     significant growth in recent years as many companies
	     involved in the manufacture of metal components outsource
	     their heat treating requirements.  The Company believes
	     that its heat treating facilities are strategically
	     located to meet the needs of customers from a
	     geographically diverse base of operations and to
	     capitalize on the growing trend in outsourcing of heat
	     treating operations.
	     
	     Materials Management Services.  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
	
	                                  6
     
	     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.
	     
	     Steel Pickling Joint Venture.  The Company is a minority
	     partner in two steel pickling operations in Ohio.  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
	     and other metals which it 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
	     
	     Steel and metal 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 processed by the
	     Company is flat rolled steel purchased at regular intervals
	     primarily from 18 major North American suppliers and a limited
	     number of foreign steel companies.  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 its operations.  These laboratories 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 steel required for the particular needs of
	     the Company's customers.
	
	                                  7

	     Sales and Marketing
	     
	     The Company's products and services are sold primarily by
	     Company sales personnel located throughout the 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 has approximately 9,000 customers located
	     throughout the United States, Canada and Mexico principally in
	     the automotive, automotive supply, appliance, building and
	     construction, machinery and steel industries.  Major customers
	     include automobile manufacturers and suppliers, building and
	     construction product distributors, and commercial and
	     residential contractors.  No customer of the Company
	     represented 10% or more of the Company's net sales for 1996,
	     1997 or 1998.
	     
	     The Company manufactures its products exclusively to customer
	     order rather than for inventory, except for building and
	     construction products.  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.
	     
	     Competition
	     
	     The steel processing market is highly competitive.  The Company
	     competes with a small number of other 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.
	     
	     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 numerous suppliers of building and
	     construction products in its market on the basis of quality,
	     price and delivery.
	     
	     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.
	
	                                  8

	     Employees
	     
	     At December 31, 1998, the Company employed approximately 2,700
	     people, of which approximately 200 are represented by
	     collective bargaining agreements.
	     
	     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, 1998 will be shipped prior to the end of 1999.
	     
	     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.
	
	                                    9          

	     Item 2. Description of Properties
	     
	     The Company maintains its corporate headquarters in Buffalo,
	     New York and conducts its business operations in facilities
	     located throughout the United States.
	     
	     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 1999.
	                                                          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
	     Birmingham, Alabama    Coated sheet steel and 
	                            precision metals processing   97,900       Leased
	     Cleveland, Ohio        Cold-rolled strip steel 
	                            processing                   259,000       Owned
	     Chattanooga, Tennessee Steel processing              65,000       Owned
	     Brownsville, Texas     Distribution warehouse        15,000       Leased
	     Troy, Michigan         Sales office                     800       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
	     Charlotte, N. Carolina Administrative office          3,400       Leased
	     Benton Harbor, 
	      Michigan              Administration office 
	                            and heat treating services    56,700       Owned
	     Benton Harbor, 
	      Michigan              Warehouse                     25,000       Leased
	     South Bend, Indiana    Heat treating services        33,900       Owned
	     Rockford Illinois      Heat treating services        15,600       Owned
	     Rockford, Illinois     Heat treating services        54,400       Owned
	     Jacksonville, Florida  Administrative office and
	                            construction products 
	                            manufacturing                261,400       Leased
	     Miami, Florida         Construction products 
	                            manufacturing                 77,000       Leased
	     Tampa, Florida         Construction products 
	                            manufacturing                 50,000       Leased
	     Nashville, Tennessee   Construction products 
	                            manufacturing                 52,500       Leased
	     San Antonio, Texas     Construction products 
	                            manufacturing                 70,000       Leased
	     Houston, Texas         Construction products 
	                            manufacturing                 48,200       Leased
	     Vidalia, Georgia       Construction products 
	                            manufacturing                 34,000       Leased
	     Taylorsville, 
	      Mississippi           Construction products 
	                             manufacturing                53,600       Owned
	     Taylorsville, 
	      Mississippi           Construction products 
	                             manufacturing               238,700       Owned
	
	                                  10

	     Enterprise, Mississippi Construction products 
	                             manufacturing               194,300       Owned
	     Appleton, Wisconsin    Construction products 
	                            manufacturing                100,300       Owned
	     Appleton, Wisconsin    Construction products 
	                            manufacturing                 42,600       Owned
	     Joplin, Missouri       Construction products 
	                            manufacturing                 45,400       Owned
	     Montogomery, Minnesota Administrative office and 
	                            construction products 
	                            manufacturing                115,600       Owned
	     Montogomery, Minnesota Construction products 
	                            manufacturing                 22,000       Leased
	     LeCenter, Minnesota    Construction products 
	                            manufacturing                 15,000       Leased
	     Livermore, California  Construction products 
	                            manufacturing                103,500       Leased
	     North Wilkesboro,
	      N.Carolina            Warehouse                     23,500       Leased
	     Hainesport, New Jersey Warehouse                     10,800       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.
	
	                                    11

	                                PART II
	                                   
	     Item 5. Market for Common Equity and Related Stockholder Matters
	     
	     As of  December 31, 1998, there were 140 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 1998 and 1997:
	     
	            1998                         High            Low
	            Fourth Quarter             $ 22 7/8        $15
	            Third Quarter                23             14 3/8
	            Second Quarter               25 1/4         20 1/2
	            First Quarter                25 3/4         18 1/2
	
	            1997
	            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
	     
	     The Company has never paid cash dividends on its common stock
	     as it has been the Company's policy to invest earnings in the
	     future development and growth of the Company.
	
	                                    12
     
	 Item 6.  Selected Financial Data
	         (in thousands, except per share data)
	                                                                  
	                                          Year Ended December 31,
	                              1998       1997       1996      1995      1994

	 Net Sales                $ 557,944  $ 449,700  $ 342,974 $ 282,833 $ 200,142
	 Income from operations      44,455     32,603     30,617    20,368    16,179
	 Interest expense            11,389      5,115      3,827     3,984     1,374
	 Income before income 
	    taxes                    33,066     27,488     26,790    16,384    14,805
	 Income taxes                13,226     11,072     10,815     6,662     5,996
	 Net income                  19,840     16,416     15,975     9,722     8,809
	                                                                    
	                                                                    
	 Net income per share-
	    Basic                 $    1.59  $    1.33  $    1.42 $     .96 $     .87
	 Weighted average shares
	    outstanding-Basic        12,456     12,357     11,261    10,164    10,163
	                                                                    
	 Net income per share-
	    Diluted               $    1.57  $    1.30  $    1.39 $     .95 $     .86
	 Weighted average shares
	    outstanding- Diluted     12,651     12,591     11,464     10,213   10,200
	
	                                                                   
	                                                                    
	 Current assets           $ 175,834  $ 130,746  $ 109,526 $   86,995 $  70,552
	 Current liabilities         51,598     43,101     40,853     29,480    22,028
	 Total assets               438,435    281,336    222,507    167,423   126,380
	 Total debt                 200,746     83,024     49,841     59,054    38,658
	 Shareholders' equity       160,308    140,044    121,744     70,244    60,396
	                                                                     
	 Capital expenditures     $  22,062  $  21,784  $  15,477 $   14,504 $  16,171
	 Depreciation and
	    amortization             13,333      8,478      6,246      4,538     3,445
	
	                                    13
                                                                    
	                                                                   
	     Item 7. Management's Discussion and Analysis of Financial Condition 
	             and Results of Operations
	     
	     Results of Operations
	
	     Year Ended 1998 Compared to Year Ended 1997
	     
	     Net sales increased $108.2 million, or 24%, to a record
	     $557.9 million in 1998 from $449.7 million in 1997.  This
	     increase primarily resulted from including the net sales
	     of Solar (acquired March 1, 1998), Appleton (acquired
	     April 1, 1998), USP (acquired June 1, 1998) and Harbor
	     (acquired October 1, 1998) (collectively, the 1998
	     acquisitions) from their respective acquisition dates with
	     the net sales of the Company's existing operations, and
	     from sales growth at existing operations.
	     
	     Cost of sales increased $80.9 million,  or 22%, to $456.4
	     million in 1998 from $375.5 million in 1997.  Cost of
	     sales as a percentage of net sales decreased to 81.8% in
	     1998 from 83.5% in 1997.  This improvement was due to the
	     1998 acquisitions, which have historically generated
	     higher margins than the Company's existing operations, and
	     due to lower raw material costs at existing operations.
	     
	     Selling, general and administrative expenses increased
	     $15.5 million, or 37%, to $57.0 million in 1998 from $41.6
	     million in 1997.  Selling, general and administrative
	     expenses as a percentage of net sales increased to 10.2%
	     in 1998 from 9.2% in 1997.  This increase was primarily
	     due to higher costs as a percentage of net sales due to
	     acquisitions and performance based compensation linked to
	     the Company's sales and profitability.
	     
	     Interest expense increased by  $6.3 million from 1997 to
	     1998 primarily due to higher average borrowings during
	     1998 as a result of current year acquisitions and capital
	     expenditures, partially offset by a decrease in interest
	     rates in the fourth quarter of 1998.
	     
	     As a result of the above, income before taxes increased by
	     $5.6 million, or 20%, to a record $33.1 million in 1998
	     from $27.5 million in 1997.
	     
	     Income taxes approximated $13.2 million in 1998, based on
	     a 40.0% effective rate compared with a 40.3% effective
	     rate in 1997.
	     
	     
	     Year Ended 1997 Compared to Year Ended 1996
	     
	     Net sales increased by $106.7 million, or 31%, to $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.
	
	                                   14
     
	     As a result of the above, income before taxes increased by
	     $.7 million, or 3%, to $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.
	     
	     
	     Liquidity and Capital Resources
	     
	     During 1998, the Company increased its working capital by
	     $36.6 million to $124.2 million as a result of the
	     addition of working capital from the 1998 acquisitions and
	     due to working capital increases at the Company's existing
	     operations.  As a result, the Company's current ratio
	     improved to 3.4 to 1 at December 31, 1998 from 3.0 to 1 at
	     December 31, 1997.  Long-term debt increased by $117.6
	     million to $199.4 million and to 55% of total
	     capitalization at December 31, 1998.  Additionally,
	     shareholders' equity increased by 14% to $160.3 million.
	     
	     The Company's principal capital requirements are to fund
	     its operations, including working capital requirements,
	     the purchase and funding of improvements to its property
	     and equipment, and to fund acquisitions.
	     
	     The Company's primary sources of liquidity are from cash
	     provided by operating activities and the Company's
	     revolving credit facility.  Net cash provided by
	     operations of $13.3 million resulted primarily from net
	     income of $19.8 million and depreciation and amortization
	     of $13.3 million, offset by increases in accounts
	     receivable and inventories of $11.7 million, necessary to
	     service increased sales levels, and the decrease in
	     accounts payable and accrued expenses of $7.6 million.
	     
	     During 1998, the Company amended its revolving credit
	     agreement with its bank group to increase the capacity of
	     its revolver to $240 million and secure borrowings
	     thereunder with its accounts receivable, inventories and
	     property.  At December 31, 1998, the Company had five
	     interest rate swap agreements outstanding which
	     effectively converted $75 million of borrowings under the
	     revolving credit agreement to fixed rates ranging from
	     6.60% to 7.31% and which terminate at different dates
	     beginning in November 2000.  The Company accounts for
	     interest rate swap agreements on an accrual basis.
	     Additional borrowings under the revolving credit facility
	     carry interest at LIBOR plus a fixed rate.  The weighted
	     average interest rate of these borrowings was 6.71% at
	     December 31, 1998.
	     
	     Net cash provided by operations of $13.3 million combined
	     with net proceeds from long-term debt of $107.3 million
	     and $.6 million of cash on hand were primarily used for
	     the acquisition of Solar, Appleton, USP and Harbor, and
	     for capital expenditures.
	     
	     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.
	
	                                   15
     
	     Impact of Year 2000
	     
	     The Year 2000 issue concerns the inability of some
	     computer hardware and software to distinguish between the
	     year 1900 and the year 2000.  If not corrected, computer
	     applications could fail or create erroneous results.
	     
	     The Company is conducting a detailed assessment of all of
	     its information technology and non-information technology
	     hardware and software with regard to Year 2000 issues.
	     The Company's plan to ensure that its systems are Year
	     2000 ready is comprised of: cataloging all processes and
	     systems which may have a date-related component and
	     identifying those which are not Year 2000 ready;
	     correcting or replacing those systems which are not Year
	     2000 ready; and testing the corrected or replaced
	     processes and systems to insure that they will, in fact,
	     operate as desired according to Year 2000 requirements.
	     The Company is in various stages of its Year 2000
	     readiness process at each of its facilities and expects to
	     complete testing of the corrected or replaced systems and
	     be fully Year 2000 ready by July 1999.  In addition, the
	     Company is working with its major customers and major
	     vendors, including raw material suppliers and utility
	     companies, to assess their internal state of Year 2000
	     readiness.  These customer and vendor responses are
	     evaluated for any possible risk to, or effect on, the
	     Company's operations and are incorporated into its own
	     detailed Year 2000 readiness assessment.
	     
	     Costs specifically associated with modifying internal use
	     software for Year 2000 readiness are expensed as incurred
	     but have not been, and are not expected to be, material to
	     the Company's net income.  Costs of  replacing some of the
	     Company's systems with Year 2000 ready systems have been
	     capitalized as these new systems were acquired for
	     business reasons and not to remediate Year 2000 problems,
	     if any, in the former systems.
	     
	     Based upon the results of Year 2000 readiness efforts
	     underway, the Company believes that all critical
	     information and non-information technology systems and
	     processes will be Year 2000 ready and allow the Company to
	     continue operations beyond the Year 2000 without a
	     material impact on its results of operations or financial
	     position.  However, unanticipated problems which may be
	     identified in the ongoing Year 2000 readiness process
	     could result in an undetermined financial risk.
	     Contingency plans to counter these unanticipated problems
	     will be developed as part of the ongoing Year 2000
	     readiness process.
	     
	                                   
	     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.  FAS No. 133 will not have a material impact
	     on the Company's earnings or other comprehensive income.
	
	                                    16
         
	                         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; the impact
	     of the Year 2000 issue; and changes in interest or tax
	     rates.
	
	                                    17
     
	     
	     
	     
	     
	            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
	     PricewaterhouseCoopers LLP, independent accountants.  As
	     part of their audit of the Company's 1998 financial
	     statements, PricewaterhouseCoopers 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
	
	                                    18

	     Item 8. Financial Statements and Supplementary Data           Page Number
	     
	     Index to Financial Statements:
	     
	        Financial Statements:
	     
	            Report of Independent Accountants                              20
	     
	            Consolidated Balance Sheet at December 31, 1998 and 1997       21
	     
	            Consolidated Statement of Income for the three years
	            ended December 31, 1998                                        22
	     
	            Consolidated Statement of Cash Flows for the three
	            years ended December 31, 1998                                  23
	     
	            Consolidated Statement of Shareholders' Equity for
	            the three years ended December 31, 1998                        24
	     
	            Notes to Consolidated Financial Statements                     25
	     
	     Supplementary Data:
	     
	        Quarterly Unaudited Financial Data                                 35
	
	                                   19
     
	     
	     
	                   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, 1998 and 1997, and the results of their
	     operations and their cash flows for each of the three
	     years in the period ended December 31, 1998, 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.
	     
	     
	     
	
	     PricewaterhouseCoopers LLP
	     Buffalo, New York
	     January 21, 1999
	
	                                   20
     
	 
	                         GIBRALTAR STEEL CORPORATION 
	                         CONSOLIDATED BALANCE SHEET
	               (in thousands, except share and per share data)
	                                                                    
	                                                   
	                                                    December 31,
	                                                 1998          1997

	   ASSETS            
	                                                     
	   Current assets:                                                  
	        Cash and cash equivalents            $   1,877     $   2,437
	        Accounts receivable                     71,070        49,151
	        Inventories                             99,351        76,701
	        Other current assets                     3,536         2,457
	             Total current assets              175,834       130,746
	                                                                     
	   Property, plant and equipment, net          176,221       115,402
	   Other assets                                 86,380        35,188
	                                             $ 438,435     $ 281,336
	
	                                                                 
	   LIABILITIES AND SHAREHOLDERS' EQUITY
	                                                                    
	   Current liabilities:                                             
	        Accounts payable                     $  38,601     $  38,233
	        Accrued expenses                        11,646         3,644
	        Current maturities of long-term debt     1,351         1,224
	             Total current liabilities          51,598        43,101
	                                                     
	   Long-term debt                              199,395        81,800
	   Deferred income taxes                        25,289        15,094
	   Other non-current liabilities                 1,845         1,297
	   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:
	        12,484,418 shares in 1998
	        and 12,409,619 in 1997                     125           124
	        Additional paid-in capital              66,613        66,190
	        Retained earnings                       93,570        73,730
	             Total shareholders' equity        160,308       140,044
	                                             $ 438,435     $ 281,336
	                                                                    
	   The accompanying notes are an integral part of these financial statements.
	
	                                    21

	                                                                      
	
	                          GIBRALTAR STEEL CORPORATION
	                        CONSOLIDATED STATEMENT OF INCOME
	                     (in thousands, except per share data)
	                                                                  
	                                           Year Ended December 31,
	                                        1998        1997        1996

	  Net sales                         $ 557,944   $ 449,700   $  342,974
	                                                                      
	  Cost of sales                       456,449     375,537      281,717
	                                                                      
	       Gross profit                   101,495      74,163       61,257
	                                                                      
	  Selling, general and                 57,040      41,560       30,640
	  administrative expense
	                                                                      
	       Income from operations          44,455      32,603       30,617
	                                                                      
	  Interest expense                     11,389       5,115        3,827
	                                                                      
	       Income before taxes             33,066      27,488       26,790
	                                                                      
	  Provision for income taxes           13,226      11,072       10,815
	                                                                      
	       Net income                   $  19,840   $  16,416   $   15,975
	                                                                      
	  
	  Net income per share - Basic      $    1.59   $    1.33   $     1.42
	                                                                      
	                                                                      
	  Weighted average shares              12,456      12,357       11,261
	  outstanding - Basic
	                                                                      
	                                                                      
	  Net income per share - Diluted    $    1.57   $    1.30   $     1.39
	                                                                      
	                                                                      
	  Weighted average shares              12,651      12,591       11,464
	  outstanding - Diluted

	                                                                      
	                                                                      
	                                                                      
	                                                                      
	                                                                      
	                                                                      
	                                                                      
	                                                                      
	   The accompanying notes are an integral part of these financial statements.
	
	                                   22

	                      GIBRALTAR STEEL CORPORATION
	                 CONSOLIDATED STATEMENT OF CASH FLOWS 
	                          (in thousands)
	
	                                              Year Ended December 31,
	                                             1998        1997       1996
	  
	  CASH FLOWS FROM OPERATING ACTIVITIES
	                                                                         
	  Net income                             $   19,840  $  16,416  $  15,975
	  Adjustments to reconcile net                                           
	  income to net cash provided by
	  operating activities:
	       Depreciation and amortization         13,333      8,478      6,246
	       Provision for deferred
	          income taxes                        1,693      2,227        774
	       Undistributed equity
	          investment income                    (284)      (444)      (528)
	       Other noncash adjustments                304        239        184
	       Increase (decrease) in cash
	          resulting from changes in 
	          (net of effects from 
	          acquisitions):
	          Accounts receivable                (5,363)      (176)    (1,225)
	          Inventories                        (6,309)     1,607    (17,077)
	          Other current assets               (1,430)      (726)       411
	          Accounts payable and
	          accrued expenses                   (7,572)    (2,597)     9,275
	          Other assets                         (899)      (289)      (244)
	       Net cash provided by
	       operating activities                  13,313     24,735     13,791
	 
	                                                                         
	  CASH FLOWS FROM INVESTING ACTIVITIES
	                                                                         
	  Acquisitions, net of cash acquired        (99,415)   (26,475)   (23,715)
	  Investments in property, plant           
	       and equipment                        (22,062)   (21,784)   (15,477)
	  Net proceeds from sale of
	       property and equipment                   187      1,050        771
	       Net cash used in investing
	       activities                          (121,290)   (47,209)   (38,421)
	                                                                         
	  CASH FLOWS FROM FINANCING ACTIVITIES
	                                                                         
	  Long-term debt reduction                  (61,508)   (79,962)   (78,195)
	  Proceeds from long-term debt              168,825     98,417     68,906
	  Net proceeds from issuance of
	       common stock                             100        911     35,341
	       Net cash provided by
	       financing activities                 107,417     19,366     26,052
	                                                                         
	  Net (decrease) increase in cash
	       and cash equivalents                    (560)    (3,108)     1,422
	  Cash and cash equivalents at            
	       beginning of year                      2,437      5,545      4,123
	  
	  Cash and cash equivalents at end                                          
	       of year                           $    1,877  $   2,437  $   5,545
	 
	                                                                         
	   The accompanying notes are an integral part of these financial statements.
	
	                                   23

	                                                                             
	                           GIBRALTAR STEEL CORPORATION 
	                  CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY 
	                                (in thousands)
	                                                                             
	                                                   Additional
	                                 Common Shares      Paid-in    Retained
	                               Shares    Amount     Capital    Earnings       

	Balance at December 31, 1995   10,174   $   102   $  28,803   $  41,339
	                                                                              
	      Net income                    -         -           -      15,975
	      Public offering           2,050        20      34,370           -
	      Stock options exercised      87         1         950           -
	      Profit sharing plan                                             
	         contribution              11         -         184           -
	                                                                              
	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
	                           
	      Net income                    -         -           -      19,840
	      Stock options exercised
	         and related tax
	         benefit                    8         -         119           -
	      Restricted stock granted     55         1           -           -
	      Earned portion of                                                       
	         restricted stock           -         -          87           -
	      Profit sharing plan                                                     
	         contribution              11         -         217           -
	                                                                              
	Balance at December 31, 1998   12,484   $   125   $  66,613   $  93,570
	                                                                               
	                                                                              
	                                                                              
	                                                                               
	                                                                              
	                                                                              
	                                                                              
	 The accompanying notes are an integral part of these financial statements.
	
	                                    24
	       
	       
	                      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 $404,000, $963,000 and $522,000 was capitalized
	       in 1998, 1997 and 1996, respectively.
	       
	       
	       Other Assets
	       
	       Goodwill is amortized over 35 years.  Amortization expense
	       was $1,949,000, $880,000 and $557,000 in 1998, 1997, and
	       1996, respectively.
	
	                                    25
       
	       Shareholders' Equity
	       
	       In both July 1998 and 1997, 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 October 1, 1998, the Company purchased all the
	      outstanding capital stock of Harbor Metal Treating Co.,
	      Inc. and its affiliates (Harbor) for $13.5 million in
	      cash.  Harbor provides metallurgical heat treating
	      services in which customer-owned parts are exposed to
	      precise temperature and other conditions to improve
	      their material properties, strength and durability.
	      
	      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 steel lumber connector
	      products for the building construction market.
	      
	      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.
	      
	      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, manufactured primarily 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.
	
	                                    26
      
	      These acquisitions have been accounted for under the
	      purchase method. Results of operations of Harbor, 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 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)
	                                              Year Ended December 31,
	                                                1998      1997
	                                                    (unaudited)
	      
	      Net sales                            $ 596,437    $580,447
	                                              ======      ======
	      Income before taxes                  $  34,309    $ 29,242
	                                              ======      ======
	      Net income                           $  20,495    $ 17,260
	                                              ======      ======
	      Net income per share - Basic         $    1.65    $   1.40
	                                              ======      ======
	
	
	       3.  ACCOUNTS RECEIVABLE
	       
	       Accounts receivable are expected to be collected within one
	       year and are net of reserves for doubtful accounts of
	       $1,230,000 and $990,000 at December 31, 1998 and 1997,
	       respectively.
	       
	       
	       
	       4.  INVENTORIES
	       
	       Inventories at December 31 consist of the following:
	       
	                                                   (in thousands)
	                                                   1998        1997
	       
	       Raw material                            $ 60,665    $ 51,804
	       Finished goods and work-in-process        38,686      24,897
	       
	            Total inventories                  $ 99,351    $ 76,701
	                                                 ======      ======
	
	                                   27
       
	       5.  PROPERTY, PLANT AND EQUIPMENT
	       
	       Property, plant and equipment, at cost less accumulated
	       depreciation, at December 31 consists of the following:
	       
	                                                   (in thousands)
	                                                    1998       1997
	       
	       Land and land improvements              $    5,290  $    2,984
	       Building and improvements                   48,506      32,420
	       Machinery and equipment                    160,633      99,737
	       Construction in progress                     8,730      16,503
	                                                  223,159     151,644
	       
	       Less accumulated depreciation
	          and amortization                         46,938      36,242
	       
	          Property, plant and equipment, net   $  176,221  $  115,402
	                                                   ======      ======
	       
	       6.  OTHER ASSETS
	       
	       Other assets at December 31 consist of the following:
	       
	                                                   (in thousands)
	                                                    1998       1997
	
	       Goodwill, net                          $ 79,971     $  30,275
	       Equity interest in partnership            4,020         3,736
	       Other                                     2,389         1,177
	       
	            Total other assets                $ 86,380     $  35,188
	                                                ======        ======
	       
	       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.
	
	                                  28
       
	       
	       7.  DEBT
	       
	       Long-term debt at December 31 consists of the following:
	       
	                                                   (in thousands)
	                                                  1998       1997
	       
	       Revolving credit notes payable           $196,047   $ 77,400
	       
	       Industrial Development Revenue Bond         3,905      5,048
	       
	       Other debt                                    794        576
	                                                 200,746     83,024
	       Less current maturities                     1,351      1,224
	       
	            Total long-term debt                $199,395   $ 81,800
	                                                  ======     ======
	       
	       In October 1998, the Company amended its debt agreement
	       increasing its revolving credit facility to $240,000,000.
	       The facility is secured by the Company's accounts
	       receivable, inventories, property and equipment and is
	       committed through April 2003.  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, 1998 the Company had five interest rate swap agreements
	       outstanding which effectively converted $75,000,000 of
	       floating rate debt to fixed rates ranging from 6.60% to
	       7.31% and which terminate at different dates beginning
	       November 2000.  At December 31, 1998, additional borrowings
	       consisted of $121,047,000 with an interest rate of LIBOR
	       plus a fixed rate.  The weighted average interest rate of
	       these borrowings was 6.71% at December 31, 1998.
	       
	       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 (6.67% at
	       December 31, 1998), 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 $1,321,000.  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, 1998 are as follows: 1999, $1,351,000; 2000, $1,203,000;
	       2001, $1,209,000; 2002, $825,000 and 2003, $196,102,000.
	       
	       The Company had no amounts outstanding under short-term
	       borrowing for the years ended December 31, 1998 and 1997.
	       
	       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.
	
	                                    29

	       
	       
	       Total cash paid for interest in the years ended December 31,
	       1998, 1997 and 1996 was $11,257,000, $6,155,000 and
	       $4,701,000, respectively.
	       
	       
	       8.  LEASES
	       
	       The Company leases certain facilities and equipment under
	       operating leases.  Rent expense under operating leases for
	       the years ended December 31, 1998, 1997 and 1996 was
	       $3,554,000, $3,771,000 and $2,358,000, respectively.  Future
	       minimum lease payments under these operating leases are
	       $2,899,000, $2,446,000, $2,159,000, $1,916,000 and
	       $1,817,000 for the years 1999, 2000, 2001, 2002 and 2003,
	       respectively, and $4,979,000 thereafter through 2038.
	       
	       
	       9.  EMPLOYEE RETIREMENT PLANS
	       
	       During 1998, the Company adopted the provisions of
	       Statement of Financial Accounting Standards No. 132
	       Employers' Disclosures about Pensions and other Post-
	       Retirement Benefits (FAS No. 132).  Adoption of FAS No. 132
	       did not effect the Company's results of operations or
	       financial position.
	       
	       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 $166,000 and $154,000
	       were accrued under this plan in 1998 and 1997, respectively,
	       and consisted primarily of service cost using a discount
	       rate of 6.5% and 7.0%, respectively.
	       
	       Total expense for all retirement plans was $1,774,000,
	       $1,258,000 and $1,066,000 for the years ended December 31,
	       1998, 1997 and 1996, 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 $255,000, $223,000 and $237,000 for the
	       years ended December 31, 1998, 1997 and 1996, respectively.
	
	                                   30
       
	       The approximate unfunded accumulated post-retirement benefit
	       obligation at December 31, consists of the following:
	       
	                                                    (in thousands)
	                                                   1998        1997

	       Retirees                                 $    474   $    482
	       Other fully eligible participants             341        308
	       Other active participants                   1,290      1,018
	       
	                                                 $ 2,105    $ 1,808
	                                                   =====      =====
	       
	       The accumulated post-retirement benefit obligation was
	       determined using a weighted average discount rate of 6.5% in
	       1998 and 7.0% in 1997.  The medical inflation rate was
	       assumed to be 7% in 1998, with a gradual reduction to 5%
	       over two years.  The effect of a 1% increase or decrease in
	       the annual medical inflation rate would increase or decrease
	       the accumulated post-retirement benefit obligation at
	       December 31, 1998 by approximately $371,000 and increase or
	       decrease the annual service and interest costs by
	       approximately $39,000.
	       
	       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)
	                                     1998        1997        1996

	       Current tax expense
	            Federal              $     9,749  $   7,514   $  8,774
	            State                      1,784      1,331      1,267
	            Total current             11,533      8,845     10,041
	       
	       Deferred tax expense
	            Federal                    1,628      2,036        670
	            State                         65        191        104
	            Total deferred             1,693      2,227        774
	       
	            Total provision      $    13,226  $  11,072   $ 10,815
	                                       =====      =====      =====
	
	                                    31
       
	       
	       Deferred tax liabilities (assets) at December 31, consist of
	       the following:
	       
	                                                 (in thousands)
	                                                1998         1997

	       Depreciation                         $ 25,088     $ 14,129
	       Inventory method change                 1,344        1,588
	       Other                                   2,011        1,371
	       Gross deferred tax liabilities         28,443       17,088
	       
	       State taxes                            (1,062)        (656)
	       Other                                  (3,849)      (2,074)
	       Gross deferred tax assets              (4,911)      (2,730)
	       
	            Net deferred tax liabilities    $ 23,532     $ 14,358
	                                               =====        =====

	       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 income before taxes as
	       a result of the following differences:
	       
	                                             (in thousands)
	                                        1998        1997         1996

	       Statutory U.S. tax rates      $ 11,573     $  9,621    $  9,376
	       Increase in rates resulting
	       from:
	          State and local taxes, net    1,202          989         891
	          Other                           451          462         548
	       
	                                      $13,226      $11,072     $10,815
	                                        =====        =====       =====

	       Total cash paid for income taxes in the years ended December
	       31, 1998, 1997 and 1996 was $9,180,000, $9,100,000 and
	       $9,639,000, respectively.
	
	                                   32
       
	       
	       12.  EARNINGS PER SHARE
	       
	       Statement of Financial Accounting Standards 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

	       1998   $19,840,000  12,455,554   $1.59      12,651,119     $1.57
	       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
	       
	       Included in diluted shares are common stock equivalents of
	       195,565, 233,833, and 202,552 relating to options for the
	       years ended December 31, 1998, 1997 and 1996, 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 stock 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, 1996      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
	     Granted           336,650        17.36
	     Exercised          (8,749)       11.12
	     Forfeited         (24,502)       17.48
	       
	  Balance at
	  December 31, 1998    996,630       $16.24         406,993         $13.30
	                        ======
	       
	       The Company realized tax benefits of $20,000 and $733,000 in
	       the years ended December 31, 1998 and 1997, respectively,
	       associated with the exercise of certain stock options which
	       have been credited to paid in capital.
	
	                                   33
       
	       
	       Options outstanding at December 31, 1998 consisted of:

	  Range of                   Weighted Average
	  Exercise          Options     Remaining       Weighted Average   Options    Weighted Average
	  Price           Outstanding Contractual Life   Exercise Price   Exercisable    Exercise Price
	       
	  $10 - $11          297,001       5.3 years       $10.79          280,439    $10.77
	  $15.63 - $22.50    699,629       8.8 years       $18.56          126,554    $18.88
	                     996,630       7.8 years       $16.24          406,993    $13.30
	                      ======                                        ======
	       
	       The Company has adopted the disclosure-only provisions of
	       Statement of Financial Accounting Standards No. 123
	       Accounting for Stock-Based Compensation (FAS No. 123).
	       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 FAS No. 123,
	       the pro forma effect on the years ended December 31, 1998
	       and 1997 is as follows:
	       
	                       As Reported      Pro Forma     As Reported    Pro forma
	                          1998            1998            1997          1997

	       Net Income      $19,840,000     $18,976,000     $16,416,000  $16,108,000
	       Net Income per
	          Share-Basic        $1.59           $1.52           $1.33        $1.30
	       
	       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

	 1998 Grant    $7.71        5 years         43.7%            4.4%
	 1997 Grant    $9.77        5 years         40.2%            6.1%
	 1996 Grant    $7.44        5 years         38.1%            6.6%
	 1995 Grant    $4.56        5 years         36.2%            5.7%
	       
	       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 1997,
	       4,000 shares were awarded to non-employee directors under
	       this plan and in 1998, 55,000 shares were awarded to
	       employees.
	       
	       
	       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.
	
	                                   34
       
	     
	                  QUARTERLY UNAUDITED FINANCIAL DATA
	                 (in thousands, except per share data)
	                                   
	                                   
	1998 Quarter Ended   March 31    June 30     Sept. 30    Dec. 31     Total

	Net Sales            $116,383    $144,882    $152,628    $144,051    $557,944
	     
	Gross Profit           20,160      26,893      27,691      26,751     101,495
	
	Income From
	   Operations           8,474      12,330      11,914      11,737      44,455
	     
	Net Income              4,121       5,751       5,146       4,822      19,840
	
	Net Income Per
	   Share-Basic       $    .33    $    .46    $    .41    $    .39    $   1.59
	
	Net Income Per 
	   Share-Diluted     $    .33    $    .45    $    .41    $    .38    $   1.57
	     
	     
	     
	1997 Quarter Ended   March 31    June 30     Sept. 30    Dec. 31     Total
	     
	Net Sales            $108,277    $119,213    $114,249    $107,961    $449,700
	     
	Gross Profit           18,698      19,917      18,147      17,401      74,163
	
	Income From 
	   Operations           8,622       9,341       7,622       7,018      32,603
	     
	Net Income              4,446       4,697       3,787       3,486      16,416
	
	Net Income Per 
	   Share-Basic      $     .36    $    .38    $    .31    $    .28    $   1.33
	
	Net Income Per 
	   Share-Diluted    $     .35    $    .37    $    .30    $    .28    $   1.30
	
	                                   35

	     
	     
	     
	     
	     
	     
	     
	     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 1998 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
	     1998 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 1998 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 1998 fiscal year.
	
	                                    36

	                                PART IV
	                                   
	Item 14. Exhibits, Financial Statement Schedules and Reports
	         on Form 8-K                                               Page Number
	     
	     
	     (a)    (1)  Financial Statements:
	     
	                 Report of Independent Accountants                         20
	     
	                 Consolidated Balance Sheet at December 31, 1998 and
	                 1997                                                      21
	     
	                 Consolidated Statement of Income for the three
	                 years ended December 31, 1998                             22
	     
	                 Consolidated Statement of Cash Flows for the three
	                 years ended December 31, 1998                             23
	     
	                 Consolidated Statement of Shareholders' Equity for
	                 the three years ended December 31, 1998                   24
	     
	                 Notes to Consolidated Financial Statements                25
	     
	            (2)  Supplementary Data
	     
	                 Quarterly Unaudited Financial Data                        35
	     
	            (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 39.
	     
	     
	     (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, 1998.
	
	                                  37

	                              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    President, Chief Executive Officer  February 3, 1999
	     Brian J. Lipke        and Chairman of the Board
	                           (principal executive officer)
	     
	     /s/ Walter T. Erazmus Treasurer and                      February  3, 1999
	     Walter T. Erazmus     Chief Financial Officer 
	                           (principal financial and accounting officer)
	     
	     
	     /s/ Neil E. Lipke       Director                         February  3, 1999
	     Neil E. Lipke
	     
	     
	     /s/ Gerald S. Lippes    Director                         February  3, 1999
	     Gerald S. Lippes
	     
	     
	     /s/ Arthur A. Russ, Jr. Director                         February  3, 1999
	     Arthur A. Russ, Jr.
	     
	     
	     /s/ David N. Campbell   Director                         February  3, 1999
	     David N. Campbell
	     
	     
	     /s/ William P. Montague Director                         February  3, 1999
	     William P. Montague
	
	                                   38

	                              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       Amended and Restated By-Laws of the Registrant effective
	               August 11, 1998 (incorporated by reference to Exhibit 3(ii)
	               to the Company's Quarterly Report on Form 10-Q for the
	               quarter ended September 30, 1998)
	     
	     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 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))
	     
	     10.4      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))
	     
	     10.5*     Employment Agreement dated as of July 9, 1998 between
	               the Registrant and Brian J. Lipke (incorporated by
	               reference to Exhibit 10.1 to the Company's Quarterly 
	               Report on Form 10-Q for the quarter ended September 30, 1998)
	
	                                   39
     
	     
	     
	     Exhibit                                                     Sequentially
	     Number                 Exhibit                              Numbered Page
	     
	     
	     10.6      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))
	     
	     10.7      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))
	     
	     10.8*     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))
	     
	     10.9*     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))
	     
	     10.10*    Gibraltar Steel Corporation Incentive Stock Option
	               Plan, Third Amendment and Restatement 
	               (incorporated by reference to Exhibit 10.11
	               to the Company's Annual Report on Form 10-K for the
	               year ended December 31, 1997)
	     
	     10.11*    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))
	     
	     10.12*    Gibraltar Steel Corporation Restricted Stock Plan,
	               First Amendment and Restatement (incorporated by
	               reference to Exhibit 10.13 to the Company's
	               Annual Report on Form 10-K for the year
	               ended December 31, 1997)
	     
	     10.13*    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))
	     
	     10.14*    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))
	     
	     10.15*    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))
	
	                                   40
     
	     
	     Exhibit                                                      Sequentially
	     Number                 Exhibit                              Numbered Page
	     
	     10.16*    Changed in Control Agreement dated July 9, 1998
	               between Registrant and Brian J. Lipke (incorporated
	               by reference to Exhibit 10.2 to the Company's 
	               Quarterly Report on Form 10-Q for the quarter ended
	               September 30, 1998)
	     
	     10.17*    Form of Change in Control Agreement dated July 9,
	               1998 between Registrant and each of Neil E. Lipke, 
	               Eric R. Lipke, Walter T. Erazmus, Joseph A. Rosenecker,
	               Carl P. Spezio and Andrew S. Tsakos (incorporated 
	               by reference to Exhibit 10.3 to the Company's 
	               Quarterly Report on Form 10-Q for the quarter ended
	               September 30, 1998)
	     
	     10.18     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)
	     
	     10.19     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))
	     
	     10.20*    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))
	
	     10.21*    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)
	     
	     10.22     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))
	     
	     10.23     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))
	
	                                   41

	     
	     Exhibit                                                      Sequentially
	     Number                 Exhibit                              Numbered Page
	     
	     
	     
	     10.24     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))
	     
	     21        Subsidiaries of the Registrant                               43
	     
	     27        Financial Data Schedule
	     
	               ________________________________
	     
	     
	      * Document is a management contract or compensatory plan or arrangement
	
	                                   42

	
                                   
	                             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
	  Carolina Commercial Heat Treating, Inc.                      Nevada
	  Southeastern Metals Manufacturing Company, Inc.              Florida
	  Gibraltar Steel Corporation Flight Services Corp.            New York
	  Solar Group, Inc.                                            Delaware
	  Appleton Supply Co., Inc.                                    Delaware
	  United Steel Products Company                                Minnesota
	  Harbor Metal Treating Co.                                    Michigan
	  Rock River Heat Treating Company                             Michigan
	  Harbor Metal Treating of Indiana, Inc.                       Michigan
	Gibraltar Strip Steel, Inc.                                    Delaware
	Integrated Technologies International, Ltd.                    Delaware
	Cleveland Pickling, Inc.                                       Delaware
	GIT Limited                                                    New York
	Gibraltar Steel Corporation of Tennessee                       Tennessee
	
	                                  43


	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-31-1998
	PERIOD-START                             JAN-01-1998
	PERIOD-END                               DEC-31-1998
	EXCHANGE-RATE                                      1
	CASH                                           1,877
	SECURITIES                                         0
	RECEIVABLES                                   72,300
	ALLOWANCES                                     1,230
	INVENTORY                                     99,351
	CURRENT-ASSETS                               175,834
	PP&E                                         223,159
	DEPRECIATION                                  46,938
	TOTAL-ASSETS                                 438,435
	CURRENT-LIABILITIES                           51,598
	BONDS                                        199,395
	PREFERRED-MANDATORY                                0
	PREFERRED                                          0
	COMMON                                           125
	OTHER-SE                                     160,183
	TOTAL-LIABILITY-AND-EQUITY                   438,435
	SALES                                        557,944
	TOTAL-REVENUES                               557,944
	CGS                                          456,449
	TOTAL-COSTS                                  456,449
	OTHER-EXPENSES                                57,040
	LOSS-PROVISION                                     0
	INTEREST-EXPENSE                              11,389
	INCOME-PRETAX                                 33,066
	INCOME-TAX                                    13,226
	INCOME-CONTINUING                             19,840
	DISCONTINUED                                       0
	EXTRAORDINARY                                      0
	CHANGES                                            0
	NET-INCOME                                    19,840
	EPS-PRIMARY                                     1.59
	EPS-DILUTED                                     1.57