FORM 10-Q
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                     
                                     
                                     
              (Mark one)
              ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
          
              For the quarterly period ended March 31, 1999
          
                                    OR
                                     
              (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
          
              For the transition period from _________ to ______
          
          
          Commission file number  0-22462
          
                 Gibraltar Steel Corporation
               (Exact name of Registrant as specified in its charter)
          
                 Delaware                               16-1445150
              (State or other jurisdiction of           (I.R.S. Employer
               incorporation or organization)            Identification No.)
          
              3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York 14219-0228
              (Address of principal executive offices)
          
                 (716)  826-6500
              (Registrant's telephone number, including area code)
          
          
          
          
          Indicate by check mark whether the Registrant (1) has filed
          all reports required to be filed by Section 13 or 15(d) of
          the Securities Exchange Act of 1934 during the preceding 12
          months (or for such shorter period that the Registrant was
          required to file such reports), and (2) has been subject to
          such filing requirements for the past 90 days.  Yes  X . No    .
          
          
          As of March 31, 1999, the number of common shares
          outstanding was: -- 12,514,131.
          
                                     
                                     
                                     
                                     
                                     
                                     
                                  1 of 14

                                     
                        GIBRALTAR STEEL CORPORATION
                                     
                                   INDEX
                                     
          
                                                                   PAGE NUMBER
          PART I.  FINANCIAL INFORMATION
          
          Item 1.  Financial Statements
          
                   Condensed Consolidated Balance Sheets
                   March 31, 1999 (unaudited) and
                   December 31, 1998 (audited)                             3
          
                   Condensed Consolidated Statements of Income
                   Three months ended
                   March 31, 1999 and 1998 (unaudited)                     4
          
                   Condensed Consolidated Statements of Cash Flows
                   Three months ended March 31, 1999 and 1998
                   (unaudited)                                             5
          
                   Notes to Condensed Consolidated Financial
                   Statements (unaudited)                                6 - 8
          
          
          Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations         9 - 12
          
          
          PART II. OTHER INFORMATION                                      13
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
          
  
  
  
  
  
  
  
                                  2 of 14

                      PART I.  FINANCIAL INFORMATION
                                     
                       Item 1. Financial Statements
                                     
                        GIBRALTAR STEEL CORPORATION
                                     
                   CONDENSED CONSOLIDATED BALANCE SHEET
                               (in thousands)
                                     
                                                       March 31,    December 31,
                                                         1999           1998
                                                      (unaudited)     (audited)
       Assets
       
       Current assets:
              Cash and cash equivalents               $   5,578     $     1,877
              Accounts receivable                        80,808          71,070
              Inventories                                90,971          99,351
              Other current assets                        3,944           3,536
       
                 Total current assets                   181,301         175,834
       
       Property, plant and equipment, net               177,575         176,221
       
       Other assets                                      86,211          86,380
       
                                                      $ 445,087     $   438,435
                                                       ========        ========
       
       Liabilities and Shareholders' Equity
       
       Current liabilities:
              Accounts payable                        $  44,646     $    38,601
              Accrued expenses                           12,708          11,646
              Current maturities of long-term debt        1,333           1,351
       
                 Total current liabilities               58,687          51,598
       
       Long-term debt                                   193,558         199,395
       
       Deferred income taxes                             25,849          25,289
       
       Other non-current liabilities                      1,963           1,845
       
       Shareholders' equity
              Preferred shares                                -              -
              Common shares                                 125             125
              Additional paid-in capital                 66,984          66,613
              Retained earnings                          97,921          93,570
       
                 Total shareholders' equity             165,030         160,308
       
                                                      $ 445,087     $   438,435
                                                       ========        ========
       
  
  
  
  
  
              See accompanying notes to financial statements
                                     
                                  3 of 14

                              GIBRALTAR STEEL CORPORATION
       
                       CONDENSED CONSOLIDATED STATEMENT OF INCOME
                          (in thousands, except per share data)
       
       
       
                                                              Three Months Ended
                                                                   March 31,
                                                               1999         1998
                                                                  (unaudited)
       
       
       Net sales                                            $  143,804 $ 116,383
       
       Cost of sales                                           115,386    96,223
       
             Gross profit                                       28,418    20,160
       
        Selling, general and administrative expense             16,735    11,686
       
             Income from operations                             11,683     8,474
       
       Interest expense                                          3,319     1,606
       
             Income before taxes                                 8,364     6,868
       
       Provision for income taxes                                3,387     2,747
       
             Net income                                     $    4,977 $   4,121
                                                             =========   =========
       
       Net income per share-Basic                           $      .40 $     .33
                                                             =========   =========
       Weighted average shares outstanding-Basic                12,496    12,410
                                                             =========   =========
       
       Net income per share-Diluted                         $      .39 $     .33
                                                             =========   =========
       Weighted average shares outstanding-Diluted              12,712    12,608
                                                             =========   =========
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
                    See accompanying notes to financial statements
       
                                       4 of 14
                                     
                        GIBRALTAR STEEL CORPORATION
                                     
              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                              (in thousands)
                                     
                                     
       
                                                           Three Months Ended     
                                                                 March 31,     
                                                             1999         1998
                                                                (unaudited)
       
       Cash flows from operating activities
       Net income                                      $  4,977    $     4,121
       Adjustments to reconcile net income to
          net cash provided by (used in)
          operating activities:
       Depreciation and amortization                      4,021          2,561
       Provision for deferred income taxes                  731            336
       Undistributed equity investment income              (210)          (209)
       Other noncash adjustments                             29              -
       Increase (decrease) in cash resulting from
          changes in (net of acquisitions):
         Accounts receivable                             (9,738)        (9,723)
         Inventories                                      8,380         (7,176)
         Other current assets                              (595)          (882)
         Accounts payable and accrued expenses            7,226          6,709
         Other assets                                      (250)          (222)
       
          Net cash provided by (used in)
             operating activities                        14,571         (4,485)
       
       Cash flows from investing activities
       Acquisitions, net of cash acquired                     -        (35,040)
       Purchases of property, plant and equipment        (4,878)        (4,338)
       Net proceeds from sale of property and equipment     147             65
       
          Net cash used in investing activities          (4,731)       (39,313)
       
       Cash flows from financing activities
       Long-term debt reduction                         (19,808)        (2,101)
       Proceeds from long-term debt                      13,953         44,394
       Payment of dividends                                (626)             -
       Net proceeds from issuance of common stock           342              5
       
          Net cash (used in) provided by financing
             activities                                  (6,139)        42,298
  
        Net increase (decrease) in cash and cash
          equivalents                                      3,701        (1,500)
       
       Cash and cash equivalents at beginning of year     1,877          2,437
       
       Cash and cash equivalents at end of period      $  5,578    $       937
                                                        =======         =======
       
       
       
       
       
       
       
       
              See accompanying notes to financial statements
                                     
                                  5 of 14
                                     
                        GIBRALTAR STEEL CORPORATION
                                     
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)
                                     
                                     
                                     
           1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           
           The accompanying condensed consolidated financial
           statements as of March 31, 1999 and 1998 have been prepared
           by the Company without audit.  In the opinion of
           management, all adjustments necessary to present fairly the
           financial position, results of operations and cash flows at
           March 31, 1999 and 1998 have been included.
           
           Certain information and footnote disclosures including
           significant accounting policies normally included in
           financial statements prepared in accordance with generally
           accepted accounting principles have been condensed or
           omitted.  It is suggested that these condensed financial
           statements be read in conjunction with the financial
           statements included in the Company's Annual Report to
           Shareholders for the year ended December 31, 1998.
           
           The results of operations for the three month period ended
           March 31, 1999 are not necessarily indicative of the
           results to be expected for the full year.
           
           
           2.  INVENTORIES
           
           Inventories consist of the following:
           
                                                        (in thousands)
                                                    March 31,       December 31,
                                                      1999               1998
                                                   (unaudited)        (audited)
           
           Raw material                            $ 55,428          $  60,665
           Finished goods and work-in-process        35,543             38,686
           
           Total inventories                       $ 90,971          $  99,351
                                                    =======            =======
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
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           3.  STOCKHOLDERS' EQUITY
           
           The changes in stockholders' equity consist of:
           
                                                  (in thousands)
                                                            Additional
                                          Common   Shares    Paid-in   Retained
                                          Shares   Amount    Capital   Earnings
           
           December 31, 1998              12,484   $  125  $  66,613  $ 93,570
           Net Income                          -        -          -     4,977
           Stock options exercised            30        -        342         -
           Earned portion of restricted
              stock                            -        -         29         -
           Cash dividends-$.05 per share       -        -          -      (626)
           
           March 31, 1999                 12,514   $  125   $ 66,984  $ 97,921
                                          ====================================
           
                                     
           4.  EARNINGS PER SHARE
           
           Basic net income per share equals net income divided by the
           weighted average shares outstanding for the three months
           ended March 31, 1999 and 1998.  The computation of diluted
           net income per share includes all dilutive common stock
           equivalents in the weighted average shares outstanding. The
           reconciliation between basic and diluted earnings per share
           is as follows:
           
                                        Basic      Basic     Diluted     Diluted
                          Income        Shares      EPS      Shares        EPS
           
               1999     $ 4,977,000   12,495,969   $ .40   12,712,487     $ .39
               1998     $ 4,121,000   12,409,776   $ .33   12,608,138     $ .33
           
           
           Included in diluted shares are common stock equivalents
           relating to options of 216,518 and 198,362 for 1999 and
           1998, respectively.
           
           
           5.  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 lumber connector products for the wholesale
           market and plastic molded products for component
           manufacturers.
           
           On April 1, 1998, the Company purchased the assets and
           business of Appleton Supply Co., Inc. (Appleton) for
           approximately $28 million in cash.  Appleton manufactures
           louvers, roof edging, soffitts and other metal building
           products for wholesale distribution.
                                     
                                     
                                     
                                     
                                  7 of 14
  
          On March 1, 1998, the Company purchased the assets and
          business of The Solar Group (Solar) for approximately $35
          million in cash.  Solar manufactures a line of construction
          products as well as a complete line of mailboxes, primarily
          manufactured with galvanized steel.
           
           These acquisitions have been accounted for under the
           purchase method. Results of operations of Harbor, USP,
           Appleton and Solar 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, 1998.  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,
           1998 and are not necessarily indicative of future results
           of the combined companies.
           
           
                                           (in thousands, except per share data)
                                                      Three Months Ended
                                                        March 31, 1998
                                                         (unaudited)
           
           Net sales                                      $ 140,588
                                                           ========
           Income before taxes                            $   7,431
                                                           ========
           Net income                                     $   4,410
                                                           ========
           Net income per share-Basic                     $     .36
                                                           ========
           
           
           
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
           
                                  8 of 14
                                     
           Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations
                    
           Results of Operations
           
           Net sales increased $27.4 million, or 23.6%, to $143.8
           million for the first quarter ended March 31, 1999 from
           $116.4 million for the prior year's first quarter. This
           increase resulted from including net sales of The Solar
           Group (acquired March 1, 1998), Appleton Supply Company
           (acquired April 1, 1998), United Steel Products (acquired
           June 1, 1998) and Harbor Metal Treating Co. (acquired
           October 1, 1998) (collectively, the 1998 Acquisitions) from
           their respective acquisition dates with the net sales at
           the Company's existing operations, and from sales growth at
           existing operations.
           
           Cost of sales as a percentage of net sales decreased to
           80.2% from 82.7% for the prior year's first quarter.  Gross
           profit as a percentage of net sales increased to 19.8% from
           17.3% for the prior year's first quarter.  This improvement
           was primarily 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 as a
           percentage of net sales increased to 11.6% for the first
           quarter ended March 31, 1999 from 10.0% for the same period
           of 1998.  This increase was primarily due to higher costs
           as a percentage of sales attributable to the 1998
           Acquisitions and performance based compensation linked to
           the Company's sales and profitability.
           
           Interest expense for the first quarter ended March 31, 1999
           increased by $1.7 million from the same period in 1998
           primarily due to higher borrowings to finance 1998
           Acquisitions and capital expenditures.
           
           As a result of the above, income before taxes increased by
           $1.5 million for the first quarter ended March 31, 1999
           from the same period of 1998.
           
           Income taxes for the first quarter ended March 31, 1999
           approximated $3.4 million and were based on a 40.5%
           effective tax rate compared to an effective tax rate of
           40.0% for the same period in 1998.
           
           
           Liquidity and Capital Resources
           
           During the first three months of 1999, the Company's
           working capital decreased slightly to $122.6 million.
           Additionally, shareholders' equity increased by $4.7
           million at March 31, 1999 to $165.0 million.
           
           The Company's principal capital requirements are to fund
           its operations, including working capital, the purchase and
           funding of improvements to its facilities, machinery and
           equipment and to fund acquisitions.
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                  9 of 14
  
           Net cash provided by operations of $14.6 million resulted
           primarily from net income of $5.0 million, depreciation and
           amortization of $4.0 million, an increase in accounts
           payable and accrued expenses of $7.2 million and a decrease
           in inventory of $8.4 million, offset by an increase in
           accounts receivable of $9.7 million necessary to service
           increased sales levels.
           
           The $14.6 million of net cash provided by operations was
           used to fund capital expenditures of $4.9 million and cash
           dividends of $.6 million and to pay down $5.9 million of
           the Company's credit facility.
           
           At March 31, 1999 the Company's aggregate credit facilities
           available approximated $243 million, with borrowings of
           approximately $194 million and an additional availability
           of approximately $49 million.
           
           The Company believes that availability of funds under its
           credit facilities together with cash generated from
           operations will be sufficient to provide the Company with
           the liquidity and capital resources necessary to support
           its existing operations.
           
           
           Impact of Year 2000
           
           The Year 2000 issue concerns computer hardware and software
           being able to distinguish between the year 1900 and the year
           2000 and the resultant effect on operations.
           
           The Company has conducted a detailed assessment of all of its
           information technology and non-information technology
           hardware and software with regard to Year 2000 issues, with
           special emphasis on mission critical hardware and software.
           The Company's plan to ensure that its systems are Year 2000
           ready is comprised of: inventorying all processes and systems
           which may have a date-related component and identifying those
           which are not Year 2000 ready; remediating (i.e., correcting
           or replacing) those systems which are not Year 2000 ready;
           and testing the remediated 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 subsidiaries.
           Information technology and non-information technology
           hardware and software have been inventoried and those not Year
           2000 ready have been identified.  Mission critical processes
           and systems have been given priority for remediation and testing.
           Therefore, the Company expects to be fully Year 2000 ready 
           with all such mission critical processes and systems by July 1999.
           
           The following table summarizes the status as of March 31,
           1999 of the Year 2000 efforts with respect to identified
           items that may materially impact operations.
           
           
           
           
           
           
           
           
           
           
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           Estimated current completion % and month of expected
           completion:
           
                 Area             Inventorying & Assessment  Remediation & Testing
                                         %        Expected       %     Expected
                                      Complete   Completion  Complete Completion
           
           IT Hardware and Software:
                Financial               100%     Complete      95%      Complete
                Non-Financial           100%     Complete      60%     July 1999
           Non-IT Hardware and Software 100%     Complete      85%     July 1999
           Third-Party Systems*         100%     July 1999      *           *
           Products                     N/A         N/A        N/A         N/A
           
           
           * The Company has third party relationships with numerous
           large customers and vendors, including raw material suppliers
           and utility companies, many of which are publicly traded
           corporations subject to disclosure requirements.  The Company continues
           to communicate with these third parties to assess their
           internal state of Year 2000 readiness and monitors Year 2000
           disclosures in their SEC filings.  These third party
           communications and disclosures are then evaluated for possible
           risk to, or effect on, the Company's operations and are
           incorporated into the Company's 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.  The Company has budgeted approximately
           $750,000 to remediate its affected systems, of which
           approximately $250,000 was expensed through March 31, 1999.
           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 and internal
           audit processes underway, the Company believes that all mission 
           critical information and non-information technology systems and
           processes will 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.
           
           A worst case scenario could include the possible shut down of
           an operation for a period of time.  However, in that event,
           customer orders may be serviced through use of other Company
           owned facilities with similar manufacturing capabilities and
           inventories or, alternatively, by out-sourcing some
           manufacturing to third parties.  The Company's Year 2000
           readiness process includes contingency planning for all
           mission critical issues in order to minimize such a risk to
           the Company.  Detailed contingency plans will be finalized
           during the third quarter of 1999, after the results of the 
           assessment, remediation and testing have been completed.
           
                                     
                                 11 of 14
           
           Recent Accounting Pronouncement
           
           In June 1998, the Financial Accounting Standards Board
           issued Statement of Financial Accounting Standards No. 133
           Accounting for Derivative Instruments and Hedging
           Activities (FAS No. 133) which requires recognition of the
           fair value of derivatives in the statement of financial
           position, with changes in the fair value recognized either
           in earnings or as a component of other comprehensive income
           dependent upon the hedging nature of the derivative.
           Implementation of FAS No. 133 is required for fiscal 2000.
           The Company does not believe that FAS No. 133 will have a
           material impact on its earnings or other comprehensive
           income.
           
           
           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.
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
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                        PART II.  OTHER INFORMATION
                                     
                                     
                                     
           Item 6. Exhibits and Reports on Form 8-K.
           
               1.  Exhibits
           
                       a. Exhibit 10.1 - Gibraltar Steel Corporation Incentive
                          Stock Option Plan Fourth Amendment and Restatement
           
           
           
               2. Reports on Form 8-K.  There were no reports on Form 8-K
                  during the three months ended March 31, 1999.
           
  
  
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
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                                SIGNATURES
           Pursuant to the requirements of the Securities Exchange Act
           of 1934, the Registrant has duly caused this report to be
           signed on its behalf by the undersigned, thereunto duly
           authorized.
                                           GIBRALTAR STEEL CORPORATION
                                               (Registrant)
                                     By /x/ Brian J. Lipke
                                        Brian J. Lipke
                                        President, Chief Executive Officer
                                        and Chairman of the Board
  
                                     By /x/ Walter T. Erazmus
                                        Walter T. Erazmus
                                        Treasurer and Chief Financial Officer
                                        (Principal Financial and Chief
                                        Accounting Officer)
           Date April 23, 1999
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
  
  
  
           
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                    GIBRALTAR STEEL CORPORATION
                             INCENTIVE
                         STOCK OPTION PLAN
                    ___________________________
  
                  Fourth Amendment and Restatement
                     __________________________
  
  
	       WHEREAS, Gibraltar Steel Corporation, a Delaware corporation
	  with offices at 3556 Lake Shore Road, Buffalo, New York 14219
	  (the "Company") adopted an incentive stock option plan known as
	  the "Gibraltar Steel Corporation Incentive Stock Option Plan (the
	  "Plan") on September 21, 1993 to enable the Company to attract
	  and retain highly qualified individuals as officers and key
	  employees of the Company by providing such officers and key
	  employees an equity based form of incentive compensation; and
	  
	       WHEREAS, the Company amended the Plan effective August 9,
	  1994 to allow members of the Committee of Directors that
	  administers the Plan to be eligible to receive options under the
	  terms of other plans which, from time to time, are adopted and
	  maintained by the Company including, but not limited to, the
	  Gibraltar Steel Corporation Non-Qualified Stock Option Plan; and
	  
	       WHEREAS, the Company amended the Plan effective February 15,
	  1996 to increase the total number of shares of common stock, par
	  value $.01 per share of the Company (hereinafter the "Common
	  Stock") which may be issued in connection with options granted
	  pursuant to the terms of the Plan by Two Hundred Thousand
	  (200,000) shares; and
	  
	       WHEREAS, the Company amended the Plan effective as of May
	  20, 1997 to permit the Executive Officers of the Company to
	  transfer options which they have been granted or may be granted
	  in the future to the extent that such options are not "qualified"
	  options and to increase the number of shares of Common Stock
	  which may be issued in connection with options granted pursuant
	  to the terms of the Plan by Two Hundred Fifty Thousand (250,000)
	  and to make certain other technical amendments to the terms of
	  the Plan; and
	  
	       WHEREAS, the Company now desires to amend and restate the
	  Plan to clarify the definition of the term "Retirement Date" and
	  to make certain other technical changes to the terms of the Plan;
	  
	       NOW, THEREFORE, in consideration of the foregoing, the
	  Company hereby adopts the following as the Fourth Amendment and
	  Restatement of the Gibraltar Steel Corporation Incentive Stock
	  Option Plan effective as of February 9, 1999:
	  
	       1.   Purpose of Plan.  The Gibraltar Steel Corporation
	  Incentive Stock Option Plan (the "Plan") is intended to provide
	  officers and other key employees of the Company and officers and
	  other key employees of any subsidiaries of the Company as that
	  term is defined in Section 3 below (hereinafter individually
	  referred to as a "Subsidiary" and collectively as "Subsidiaries")
	  with an additional incentive for them to promote the success of
	  the business, to increase their proprietary interest in the
	  success of the Company and its Subsidiaries, and to encourage
	  them to remain in the employ of the Company or its Subsidiaries.
	  The above aims will be effectuated through the granting of
	  certain stock options, as herein provided, which are intended to
	  qualify as Incentive Stock Options ("ISOs") under Section 422 of
	  the Internal Revenue Code of 1986, as the same has been and shall
	  be amended ("Code").
	  
	       2.   Administration.  The Plan shall be administered by a
	  Committee (the "Committee") composed of not less than two (2)
	  Directors of the Company who shall be appointed by and serve at
	  the pleasure of the Board of Directors of the Company.  If the
	  Committee is composed of two (2) Directors, both members of the
	  Committee must approve any action to be taken by the Committee in
	  order for such action to be deemed to be an action of the
	  Committee pursuant to the provisions of this Plan.  If the
	  Committee is composed of more than two (2) Directors, a majority
	  of the Committee shall constitute a quorum for the conduct of its
	  business, and (a) the action of a majority of the Committee
	  members present at any meeting at which a quorum is present, or
	  (b) action taken without a meeting by the approval in writing of
	  a majority of the Committee members, shall be deemed to be action
	  by the Committee pursuant to the provisions of the Plan.  The
	  Committee is authorized to adopt such rules and regulations for
	  the administration of the Plan and the conduct of its business as
	  it may deem necessary or proper.
	  
	            Any action taken or interpretation made by the
	  Committee under any provision of the Plan or any option granted
	  hereunder shall be in accordance with the provisions of the Code,
	  and the regulations and rulings issued thereunder as such may be
	  amended, promulgated, issued, renumbered or continued from time
	  to time hereafter in order that, to the greatest extent possible,
	  the options granted hereunder shall constitute "incentive stock
	  options" within the meaning of the Code.  All action taken
	  pursuant to this Plan shall be lawful and with a view to
	  obtaining for the Company and the option holder the maximum
	  advantages under the law as then obtaining, and in the event that
	  any dispute shall arise as to any action taken or interpretation
	  made by the Committee under any provision of the Plan, then all
	  doubts shall be resolved in favor of such having been done in
	  accordance with the said Code and such revenue laws, amendments,
	  regulations, rulings and provisions as may then be applicable.
	  Any action taken or interpretation made by the Committee under
	  any provision of the Plan shall be final.  No member of the Board
	  of Directors or the Committee shall be liable for any action,
	  determination or interpretation taken or made under any provision
	  of the Plan or otherwise if done in good faith.
	  
	       3.   Participation.  The Committee shall determine from
	  among the officers and key employees of the Company and its
	  Subsidiaries (as such term is defined in Section 424 of the Code)
	  those individuals to whom options shall be granted (sometimes
	  hereinafter referred to as "Optionees"), the terms and provisions
	  of the options granted (which need not be identical), the time or
	  times at which options shall be granted and the number of shares
	  of Common Stock, (or such number of shares of stock in which the
	  Common Stock may at any time hereafter be constituted), for which
	  options are granted.
	  
	            In selecting Optionees and in determining the number of
	  shares for which options are granted, the Committee may weigh and
	  consider the following factors:  the office or position of the
	  Optionee and his degree of responsibility for the growth and
	  success of the Company and its Subsidiaries, length of service,
	  remuneration, promotions, age and potential.  The foregoing
	  factors shall not be considered to be exclusive or obligatory
	  upon the Committee, and the Committee may properly consider any
	  other factors which to it seems appropriate.  The terms and
	  conditions of any option granted by the Committee under this Plan
	  shall be contained in a written statement which shall be
	  delivered by the Committee to the Optionee as soon as practicable
	  following the Committee's establishment of the terms and
	  conditions of such option.
	  
	  
	            An Optionee who has been granted an option under the
	  Plan may be granted additional options under the Plan if the
	  Committee shall so determine.
	  
	            Notwithstanding the foregoing, if at the time an option
	  is granted to an individual under this Plan, the individual owns
	  stock of the Company possessing more than ten percent (10%) of
	  the total combined voting power of all classes of stock of the
	  Company or any of its Subsidiaries, (or if such individual would
	  be deemed to own such percentage of such stock under Section
	  424(d) of the Code) such option shall continue to be valid and
	  binding upon the Company according to its terms but shall not be
	  deemed to be an "incentive stock option" as defined in Section
	  422(b) of the Code unless: (a) the price per share at which
	  common stock of the Company may be acquired in connection with
	  the exercise of such options is not less than one hundred ten
	  percent (110%) of the fair market value of such common stock,
	  determined as of the date of the grant of such options; and (b)
	  the period of time within which such options must be exercised
	  does not exceed five (5) years from the date on which such
	  options are granted.  In addition, in no event shall any options
	  be granted under this Plan at any time after the termination date
	  set forth at the end of this Plan.
	  
	       4.   Shares Subject to the Plan.  The Company is authorized
	  to issue options under this Plan for the purchase of the number
	  of shares of Common Stock described in the following provisions
	  of this Section 4.  On September 21, 1993 (the date on which this
	  Plan became effective), the aggregate number of shares of Common
	  Stock which were reserved for issuance pursuant to options which
	  were permitted to be granted hereunder was Four Hundred Thousand
	  (400,000) shares (subject to the anti-dilutive adjustments
	  provided for by Section 5 hereof).  Effective February 15, 1996,
	  in addition to the number of shares of Common Stock reserved for
	  issuance pursuant to options which were permitted to be granted
	  as of February 14, 1996, an additional Two Hundred Thousand
	  (200,000) shares of Common Stock were reserved for issuance
	  pursuant to options which may be granted hereunder.  Effective
	  May 20, 1997, in addition to the number of shares of Common Stock
	  reserved for issuance pursuant to options which were permitted to
	  be granted as of May 19, 1997, an additional Two Hundred Fifty
	  Thousand (250,000) shares of Common Stock shall be reserved for
	  issuance pursuant to options which may be granted hereunder.
	  Accordingly, the total number of shares of Common Stock which may
	  be issued pursuant to the exercise of options which may be
	  granted under the terms of this Plan shall be equal to the sum
	  of: (a) Four Hundred Thousand (400,000) shares (subject to anti-
	  dilutive adjustments made at any time after September 21, 1993
	  pursuant to Section 5 hereof); (b) Two Hundred Thousand (200,000)
	  shares (subject to anti-dilutive adjustments made at any time
	  after February 15, 1996 pursuant to Section 5 hereof); and (c)
	  Two Hundred Fifty Thousand (250,000) shares (subject to anti-
	  dilutive adjustments made at any time after May 20, 1997 pursuant
	  to Section 5 hereof).
	  
	            With respect to shares which may be acquired pursuant
	  to options which expire or terminate pursuant to the provisions
	  of this Plan without having been exercised in full, such shares
	  shall be considered to be available again for placement under
	  options granted thereafter under the Plan.  Shares issued
	  pursuant to the exercise of incentive stock options granted under
	  the Plan shall be fully paid and non-assessable.
	  
	       5.   Anti-Dilution Provisions.  The aggregate number of
	  shares of Common Stock and the class of such shares as to which
	  options may be granted under the Plan, the number and class of
	  such shares subject to each outstanding option, the price per
	  share thereof (but not the total price), and the number of such
	  shares as to which an option may be exercised at any one time,
	  shall all be adjusted proportionately in the event of any change,
	  increase or decrease in the outstanding shares of Common Stock of
	  the Company or any change in classification of its Common Stock
	  without receipt of consideration by the Company which results
	  either from a split-up, reverse split or consolidation of shares,
	  payment of a stock dividend, recapitalization, reclassification
	  or other like capital adjustment so that upon exercise of the
	  option, the Optionee shall receive the number and class of shares
	  that he would have received had he been the holder of the number
	  of shares of Common Stock for which the option is being exercised
	  immediately preceding such change, increase or decrease in the
	  outstanding shares of Common Stock.  Any such adjustment made by
	  the Committee shall be final and binding upon all Optionees, the
	  Company, and all other interested persons.  Any adjustment of an
	  incentive stock option under this paragraph shall be made in such
	  manner as not to constitute a "modification" within the meaning
	  of Section 424(h)(3) of the Code.
	  
	            Anything in this Section 5 to the contrary
	  notwithstanding, no fractional shares or scrip representative of
	  fractional shares shall be issued upon the exercise of any
	  option.  Any fractional share interest resulting from any change,
	  increase or decrease in the outstanding shares of Common Stock or
	  resulting from any reorganization, merger, or consolidation for
	  which adjustment is provided in this Section 5 shall disappear
	  and be absorbed into the next lowest number of whole shares, and
	  the Company shall not be liable for any payment for such
	  fractional share interest to the Optionee upon his exercise of
	  the option.
	  
	       6.   Option Price.  The purchase price for each share of
	  Common Stock which may be acquired upon the exercise of each
	  option issued under the Plan shall be determined by the Committee
	  at the time the option is granted, but in no event shall such
	  purchase price be less than one hundred percent (100%) of the
	  fair market value of the Common Stock on the date of the grant.
	  Notwithstanding the foregoing, in the case of an individual that
	  owns stock of the Company possessing more than ten percent (10%)
	  of the total combined voting power of all classes of stock of the
	  Company or any of its Subsidiaries (or if such individual would
	  be deemed to own such percentage of such stock under Section
	  424(d) of the Code), (any such individual being hereinafter
	  referred to as a "Ten Percent Shareholder") in no event shall the
	  purchase price for each share of Common Stock which may be
	  acquired upon the exercise of each option issued to such Ten
	  Percent Shareholder be less than one hundred ten percent (110%)
	  of the fair market value of the Common Stock on the date of the
	  grant.  If the Common Stock is listed upon an established stock
	  exchange or exchanges on the day the option is granted, such fair
	  market value shall be deemed to be the highest closing price of
	  the Common Stock on such stock exchange or exchanges on the day
	  the option is granted, or if no sale of the Company's Common
	  Stock shall have been made on any stock exchange on that day, on
	  the next preceding day on which there was a sale of such stock.
	  
	            If the Common Stock is listed in the NASDAQ National
	  Market System, the fair market value of the Common Stock shall be
	  the average of the high and low closing sale prices in the NASDAQ
	  National Market System on the day the option is granted, or if no
	  sale of the Common Stock shall have been made on the NASDAQ
	  National Market System on that day, on the next preceding day on
	  which there was a sale of such stock.
	  
	       7.   Option Exercise Periods.  The time within which any
	  option granted hereunder may be exercised shall be, by its terms,
	  not earlier than one (1) year from the date such option is
	  granted and not later than ten (10) years from the date such
	  option is granted; provided that, in the case of any options
	  granted to a Ten Percent Shareholder, the time within which any
	  option granted to such Ten Percent Shareholder may be exercised
	  shall be, by its terms, not earlier than one (1) year from the
	  date such option is granted and not later than five (5) years
	  from the date such option is granted.  Subject to the provisions
	  of Section 10 hereof, the Optionee must remain in the continuous
	  employment of the Company or any of its Subsidiaries from the
	  date of the grant of the option to and including the date of
	  exercise of option in order to be entitled to exercise his
	  option.  Options granted hereunder shall be exercisable in such
	  installments and at such dates as the Committee may specify.  In
	  addition, with respect to all options granted under this Plan,
	  unless the Committee shall specify otherwise, the right of each
	  Optionee to exercise his option shall accrue, on a cumulative
	  basis, as follows:
	  
	            (a)  one-fourth (1/4) of the total number of shares of
	  Common Stock which could be purchased (subject to adjustment as
	  provided in Section 5 hereof) (such number being hereinafter
	  referred to as the "Optioned Shares") shall become available for
	  purchase pursuant to the option at the end of the one (1) year
	  period beginning on the date of the option grant;
	  
	            (b)  one-fourth (1/4) of the Optioned Shares shall
	  become available for purchase pursuant to the option at the end
	  of the two (2) year period beginning on the date of the option
	  grant;
	  
	            (c)  one-fourth (1/4) of the Optioned Shares shall
	  become available for purchase pursuant to the option at the end
	  of the three (3) year period beginning on the date of the option
	  grant; and
	  
	            (d)  one-fourth (1/4) of the Optioned Shares shall
	  become available for purchase pursuant to the option at the end
	  of the four (4) year period beginning on the date of the option
	  grant.
	  
	            Continuous employment shall not be deemed to be
	  interrupted by transfers between the Subsidiaries or between the
	  Company and any Subsidiary, whether or not elected by termination
	  from any Subsidiary of the Company and re-employment by any other
	  Subsidiary or the Company.  Time of employment with the Company
	  shall be considered to be one employment for the purposes of this
	  Plan, provided there is no intervening employment by a third
	  party or no interval between employments which, in the opinion of
	  the Committee, is deemed to break continuity of service.  The
	  Committee shall, at its discretion, determine the effect of
	  approved leaves of absence and all other matters having to do
	  with "continuous employment".  Where an Optionee dies while
	  employed by the Company or any of its Subsidiaries, his options
	  may be exercised following his death in accordance with the
	  provisions of Section 10 below.
	  
	            Notwithstanding the foregoing provisions of this
	  Section 7, in the event the Company or the stockholders of the
	  Company enter into an agreement to dispose of all or
	  substantially all of the assets or stock of the Company by means
	  of a sale, merger, consolidation, reorganization, liquidation, or
	  otherwise, or in the event a Change of Control (as hereinafter
	  defined) shall occur, an option shall become immediately
	  exercisable with respect to the full number of shares subject to
	  that option during the period commencing as of the date of
	  execution of such agreement and ending as of the earlier of: (i)
	  ten (10) years from the date such option was granted; or (ii)
	  ninety (90) days following the date on which a Change in Control
	  occurs or the disposition of assets or stock contemplated by the
	  agreement is consummated.  Ninety (90) days following the
	  consummation of any such disposition of assets or stock, or
	  Change in Control, this Plan and any unexercised options issued
	  hereunder (or any unexercised portion thereof) shall terminate
	  and cease to be effective, unless provision is made in connection
	  with such transaction for assumption of options previously
	  granted or the substitution for such options of new options
	  covering the securities of a successor corporation or an
	  affiliate thereof, with appropriate adjustments as to the number
	  and kind of securities and prices.
	  
	            For purposes of this Plan, a "Change in Control" shall
	  be deemed to have occurred if:
	  
	            (a) any "person" or "group" (within the meaning of
	  Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
	  1934, as amended (the "Exchange Act")) becomes the "beneficial
	  owner" (as defined in Rule 13d-3 under the Exchange Act) of more
	  than thirty percent (30%) of the then outstanding voting stock of
	  the Company, otherwise than through a transaction arranged by, or
	  consummated with the prior approval of its Board of Directors; or
	  
	            (b) during any period of two consecutive years,
	  individuals who at the beginning of such period constitute the
	  Board of Directors of the Company (and any new director whose
	  election to the Board of Directors or whose nomination for
	  election by the Company's stockholders was approved by a vote of
	  at least two thirds of the directors then still in office who
	  either were directors at the beginning of such period or whose
	  election or nomination for election was previously so approved)
	  (the "Continuing Directors") cease for any reason to constitute a
	  majority thereof; or
	  
	            (c) the stockholders of the Company approve a merger or
	  consolidation of the Company with any other corporation, other
	  than a merger or consolidation which would result in the voting
	  securities of the Company immediately prior thereto continuing to
	  represent (either by remaining outstanding or being converted
	  into voting securities of the surviving entity) at least 80% of
	  the combined voting power of the voting securities of the Company
	  or such surviving entity outstanding immediately after such
	  merger or consolidation (provided, however, that if prior to the
	  merger or consolidation, the Board of Directors of the Company
	  adopts a resolution that is approved by a majority of the
	  Continuing Directors providing that such merger or consolidation
	  shall not constitute a "Change in Control" for purposes of the
	  Plan, then such a merger or consolidation shall not constitute a
	  "Change in Control"); or
	  
	            (d)  the stockholders of the Company approve an
	  agreement for the sale or disposition by the Company of all or
	  substantially all the assets of the Company.
	  
	            Any change or adjustment made pursuant to the terms of
	  this paragraph shall be made in such a manner so as not to
	  constitute a "modification" as defined in Section 424 of the
	  Code, and so as not to cause any incentive stock option issued
	  under this Plan to fail to continue to qualify as an incentive
	  stock option as defined in Section 422(b) of the Code.
	  Notwithstanding the foregoing, in the event that any agreement
	  providing for the sale or other disposition of all or
	  substantially all the stock or assets of the Company shall be
	  terminated without consummating the disposition of said stock or
	  assets, any unexercised unaccrued installments that had become
	  exercisable solely by reason of the provisions of this paragraph
	  shall again become unaccrued and unexercisable as of said
	  termination of such agreement; subject, however, to such
	  installments accruing pursuant to the normal accrual schedule
	  provided in the terms under which such option was granted.  Any
	  exercise of an installment prior to said termination of said
	  agreement shall remain effective despite the fact that such
	  installment became exercisable solely by reason of the Company or
	  its stockholders entering into said agreement to dispose of the
	  stock or assets of the Company.
	  
	       8.  Exercise of Option.  Options shall be exercised as
	  follows:
	  
	            (a) Notice and Payment.  Each option, or any
	  installment thereof, shall be exercised, whether in whole or in
	  part, by giving written notice to the Company at its principal
	  office, specifying the options being exercised (by reference to
	  the date of the grant of the option), the number of shares to be
	  purchased and the purchase price being paid, and shall be
	  accompanied by the payment of all or such part of the purchase
	  price as shall be required to be paid in connection with the
	  exercise of such option as specified in the written notice of
	  exercise of the option, by cash, certified or bank check payable
	  to the order of the Company.  Each such notice shall contain
	  representations on behalf of the Optionee that he acknowledges
	  that the Company is selling the shares being acquired by him
	  under a claim of exemption from registration under the Securities
	  Act of 1933 as amended (the "Act"), as a transaction not
	  involving any public offering; that he represents and warrants
	  that he is acquiring such shares with a view to "investment" and
	  not with a view to distribution or resale; and that he agrees not
	  to transfer, encumber or dispose of the shares unless:  (i) a
	  registration statement with respect to the shares shall be
	  effective under the Act, together with proof satisfactory to the
	  Company that there has been compliance with applicable state law;
	  or (ii) the Company shall have received an opinion of counsel in
	  form and content satisfactory to the Company to the effect that
	  the transfer qualifies under Rule 144 or some other disclosure
	  exemption from registration and that no violation of the Act or
	  applicable state laws will be involved in such transfer, and/or
	  such other documentation in connection therewith as the Company's
	  counsel may in its sole discretion require.
	  
	            (b) Issuance of Certificates.  Certificates
	  representing the shares purchased by the Optionee shall be issued
	  as soon as practicable after the Optionee has complied with the
	  provisions of Section 8(a) hereof.
	  
	            (c) Rights as a Stockholder.  The Optionee shall have
	  no rights as a stockholder with respect to the shares of Common
	  Stock purchased until the date of the issuance to him of a
	  certificate representing such shares.
	  
	       9.  Assignment of Option.  (a) Subject to the provisions of
	  Sections 9(b) and 10(c) hereof, options granted under this Plan
	  may not be assigned voluntarily or involuntarily or by operation
	  of law and any attempt to transfer, assign, pledge, hypothecate
	  or otherwise dispose of, or to subject to execution, attachment
	  or similar process, any incentive stock option, or any right
	  thereunder, contrary to the provisions hereof shall be void and
	  ineffective, shall give no right to the purported transferee, and
	  shall, at the sole discretion of the Committee, result in
	  forfeiture of the option with respect to the shares involved in
	  such attempt.
	  
	            (b)  Notwithstanding anything to the contrary contained
	  in the terms of the Plan as in effect at any time prior to the
	  date hereof and notwithstanding anything to the contrary
	  contained in the terms of any statement, letter or other document
	  or agreement setting forth the terms and conditions of any
	  options previously issued pursuant to the terms of this Plan, any
	  and all Non-Qualified Options (as defined in Section 13 hereof)
	  previously issued to any officer of the Company (as defined in
	  Rule 16A-a(f) issued under the Securities and Exchange Act of
	  1934 (hereinafter an "Executive Officer")) pursuant to the terms
	  of the Plan and, subject to the approval of the Committee, any
	  Non-Qualified Options which may be granted or issued to any
	  Executive Officer of the Company at any time in the future
	  pursuant to the terms of the Plan shall be transferable by the
	  Executive Officer to whom such Non-Qualified Options have been or
	  are granted to: (i) the spouse, children or grandchildren of the
	  Executive Officer (hereinafter "Immediate Family Members"); (ii)
	  a trust or trusts for the exclusive benefit of such Immediate
	  Family Members; (iii) a partnership or limited liability company
	  in which such Immediate Family Members are the only partners or
	  members; or (iv) a private foundation established by the
	  Executive Officer; provided that: (x) there may be no
	  consideration for any such transfer; (y) in the case of Non-
	  Qualified Options which may be granted in the future, the
	  statement, letter or other document or agreement setting forth
	  the terms and conditions of any such Non-Qualified Options must
	  expressly provide for and limit the transferability of such Non-
	  Qualified Options to transfers which are permitted by the
	  foregoing provisions of this Section 9(b); and (z) any subsequent
	  transfer of transferred Non-Qualified Options shall, except for
	  transfers occurring as a result of the death of the transferee as
	  contemplated by Section 10(e), be prohibited.  Following the
	  transfer of any Non-Qualified Options as permitted by the
	  foregoing provisions of this Section 9(b), any such transferred
	  Non-Qualified Options shall continue to be subject to the same
	  terms and conditions applicable to such Non-Qualified Options
	  immediately prior to the transfer; provided that, for purposes of
	  this Plan, the term "Optionee" shall be deemed to refer to the
	  transferee.  Notwithstanding the foregoing, the events of
	  termination of employment of Section 10 hereof shall continue to
	  be applied with respect to the original Optionee for the purpose
	  of determining whether or not the Non-Qualified Options shall be
	  exercisable by the transferee and, upon termination of the
	  original Optionee's employment, the Non-Qualified Options shall
	  be exercisable by the transferee only to the extent and for the
	  periods that the original Optionee (or his estate) would have
	  been entitled to exercise such options as specified in Section 10
	  below.
	  
	       10.  Effect of Termination of Employment, Death or
	  Disability. (a) In the event of the termination of employment of
	  an Optionee during the two (2) year period after the date of
	  issuance of an option to him either by reason of: (i) a discharge
	  for cause; or (ii) voluntary separation on the part of the
	  Optionee and without consent of the Company or the Subsidiary for
	  whom the Optionee was employed, any rights of the Optionee to
	  purchase shares of Common Stock pursuant to the terms of any
	  option or options theretofore granted to him under this Plan
	  during the two (2) year period ending on the date his employment
	  with the Company is terminated, shall be terminated immediately
	  to the extent not theretofore exercised by the Optionee.
	  
	            (b) In the event of the termination of employment of an
	  Optionee (otherwise than by reason of death or retirement of the
	  Optionee at his Retirement Date) by the Company or by any of the
	  Subsidiaries employing the Optionee at such time, any option or
	  options granted to him under the Plan to the extent not
	  theretofore exercised shall be deemed cancelled and terminated
	  forthwith, except that, subject to the provisions of subparagraph
	  (a) of this Section, such Optionee may exercise any options
	  theretofore granted to him, which have not then expired and which
	  are otherwise exercisable within the provisions of Section 7
	  hereof, within three (3) months after such termination.  If the
	  employment of an Optionee shall be terminated by reason of the
	  Optionee's retirement at his Retirement Date by the Company or by
	  any of the Subsidiaries employing the Optionee at such time, the
	  Optionee shall have the right to exercise such option or options
	  held by him to the extent that such options have not expired, at
	  any time within three (3) months after such retirement.  The
	  provisions of Section 7 to the contrary notwithstanding, upon
	  retirement, all options held by an Optionee shall be immediately
	  exercisable in full.  The transfer of an Optionee from the employ
	  of the Company to a Subsidiary of the Company or vice versa, or
	  from one Subsidiary of the Company to another, shall not be
	  deemed to constitute a termination of employment for purposes of
	  this Plan.
	  
	            (c) In the event that an Optionee shall die while
	  employed by the Company or by any of the Subsidiaries or shall
	  die within three (3) months after retirement on his Retirement
	  Date (from the Company or any Subsidiary), any option or options
	  granted to him under this Plan and not theretofore exercised by
	  him or expired shall be exercisable by the estate of the Optionee
	  or by any person who acquired such option by bequest or
	  inheritance from the Optionee in full, notwithstanding the
	  provisions of Section 7 hereof, at any time within one (1) year
	  after the death of the Optionee.  References herein above to the
	  Optionee shall be deemed to include any person entitled to
	  exercise the option after the death of the Optionee under the
	  terms of this Section.
	  
	            (d) In the event of the termination of employment of an
	  Optionee by reason of the Optionees' disability, the Optionee
	  shall have the right, notwithstanding the provisions of Section 7
	  hereof, to exercise all options held by him, in full, to the
	  extent that such options have not previously expired or been
	  exercised, at any time within one (1) year after such
	  termination.  The term "disability" shall, for the purposes of
	  this Plan, be defined in the same manner as such term is defined
	  in Section 22(e)(3) of the Internal Revenue Code of 1986.
	  
	            (e)  For the purposes of this Plan, the "Retirement
	  Date" of an Optionee shall mean the date on which the Optionee's
	  employment with the Company, or, if applicable, the Subsidiary by
	  whom the Optionee is employed, is terminated; provided that, such
	  termination occurs after: (i) the Optionee has either: (A) been
	  continuously employed by the Company or, if applicable, a
	  Subsidiary for a period of a least five (5) years and attained at
	  least age sixty (60); or (B) attained at least age sixty-five
	  (65); and (ii) the Optionee has given at least thirty (30) days
	  advance written notice to the Company or, if applicable, the
	  Subsidiary by whom the Optionee is employed, that the Optionee
	  will retire from his employment with the Company or the
	  Subsidiary by whom he is employed on such date.  For purposes of
	  the foregoing, the period of an Optionee's employment with the
	  Company or any Subsidiary shall be considered to be one
	  continuous employment for purposes of determining whether the
	  Optionee has been continuously employed for at least five (5)
	  years provided that there is no intervening employment by a third
	  party or no interval between employments which, in the sole
	  opinion of the Committee, is deemed to break the continuity of
	  the Optionee's employment. Continuous employment shall not be
	  deemed to be interrupted by transfers between the Subsidiaries or
	  between the Company and any Subsidiary, whether or not elected by
	  the Optionee.  The Committee shall, in its sole discretion,
	  determine the effect of approved leaves of absence and all other
	  matters having to do with continuous employment.
	  
	       11.  Amendment and Termination of the Plan.  The Board of
	  Directors of the Company may at any time suspend, amend or
	  terminate the Plan; provided, however, that except as permitted
	  in Section 13 hereof, no amendment or modification of the Plan
	  which would:
	  
	            (a) increase the maximum aggregate number of shares as
	  to which options may be granted hereunder (except as contemplated
	  in Section 5); or
	  
	            (b) reduce the option price or change the method of
	  determining the option price; or
	  
	            (c) increase the time for exercise of options to be
	  granted or those which are outstanding beyond a term of ten (10)
	  years; or
	  
	            (d) change the designation of the employees or class of
	  employees eligible to receive options under this Plan,
	  
	            may be adopted unless with the approval of the holders
	  of a majority of the outstanding shares of Common Stock
	  represented at a stockholders' meeting of the Company, or with
	  the written consent of the holders of a majority of the
	  outstanding shares of Common Stock.  No amendment, suspension or
	  termination of the Plan may, without the consent of the holder of
	  the option, terminate his option or adversely affect his rights
	  in any material respect.
	  
	       12.  Incentive Stock Options; Power to Establish Other
	  Provisions.  It is intended that the Plan shall conform to and
	  (except as otherwise expressly set forth herein) each option
	  shall qualify and be subject to exercise only to the extent that
	  it does qualify as an "incentive stock option" as defined in
	  Section 422 of the Code and as such section may be amended from
	  time to time or be accorded similar tax treatment to that
	  accorded to an incentive stock option by virtue of any new
	  revenue laws of the United States.  The Board of Directors may
	  make any amendment to the Plan which shall be required so to
	  conform the Plan.  Subject to the provisions of the Code, the
	  Committee shall have the power to include such other terms and
	  provisions in options granted under this Plan as the Committee
	  shall deem advisable.  The grant of any options pursuant to the
	  terms of this Plan which do not qualify as "incentive stock
	  options" as defined in Section 422 of the Code is hereby approved
	  provided that the maximum number of shares of Common Stock of the
	  Company which can be issued pursuant to the terms of this Plan
	  (as provided for in Section 4 hereof but subject to anti-dilutive
	  adjustments made pursuant to Section 5 hereof) is not exceeded by
	  the grant of any such options and, to the extent that any options
	  previously granted pursuant to the terms of this Plan were not
	  "incentive stock options" within the meaning of Section 422 of
	  the Code, the grant of such options is hereby ratified, approved
	  and confirmed.
	  
	       13.  Maximum Annual Value of Options Exercisable.
	  Notwithstanding any provisions of this Plan to the contrary if:
	  (a) the sum of: (i) the fair market value (determined as of the
	  date of the grant) of all options granted to an Optionee under
	  the terms of this Plan which become exercisable for the first
	  time in any one calendar year; and (ii) the fair market value
	  (determined as of the date of the grant) of all options
	  previously granted to such Optionee under the terms of this Plan
	  or any other incentive stock option plan of the Company or its
	  subsidiaries which also become exercisable for the first time in
	  such calendar year; exceeds (b) $100,000; then, (c) those options
	  shall continue to be binding upon the Company in accordance with
	  their terms but, to the extent that the aggregate fair market of
	  all such options which become exercisable for the first time in
	  any one calendar year (determined as of the date of the grant)
	  exceeds $100,000, such options (referred to, for purposes of this
	  Plan, as "Non-Qualified Options") shall not be deemed to be
	  incentive stock options as defined in Section 422(b) of the Code.
	  For purposes of the foregoing, the determination of which options
	  shall be recharacterized as not being incentive stock options
	  issued under the terms of this Plan shall be made in inverse
	  order of their grant dates and, accordingly, the last options
	  received by the Optionee shall be the first options to be
	  recharacterized as not being incentive stock options granted
	  pursuant to the terms of the Plan.
	  
	       14.  General Provisions  (a) No incentive stock option shall
	  be construed as limiting any right which the Company or any
	  parent or subsidiary of the Company may have to terminate at any
	  time, with or without cause, the employment of an Optionee.
	  
	            (b) The Section headings used in this Plan are intended
	  solely for convenience of reference and shall not in any manner
	  amplify, limit, modify or otherwise be used in the construction
	  or interpretation of any of the provisions hereof.
	  
	            (c) The masculine, feminine or neuter gender and the
	  singular or plural number shall be deemed to include the other
	  whenever the content so indicates or requires.
	  
	            (d) No options shall be granted under the Plan after
	  ten (10) years from the date the Plan is adopted by the Board of
	  Directors of the Company or approved by the stockholders of the
	  Company, whichever is earlier.
	  
	       15.  Effective Date and Duration of the Plan.  The Plan
	  became effective on September 21, 1993, the date the adoption of
	  the Plan was approved by the Board of Directors of the Company.
	  On November 5, 1993, as required by Section 422 of the Code, the
	  Plan was approved by the Stockholders of the Company.  The Plan
	  will terminate on September 20, 2003; provided however, that the
	  termination of the Plan shall not be deemed to modify, amend or
	  otherwise affect the terms of any options outstanding on the date
	  the Plan terminates.
	  
	       IN WITNESS WHEREOF, the undersigned has executed this Plan
	  by and on behalf of the Company on and as of the 9th day of
	  February, 1999.
	  
	                                GIBRALTAR STEEL CORPORATION
	  
	  
	  
	                                By: Walter T. Erazmus
	  
	  
	  DATE ADOPTED BY BOARD OF DIRECTORS:  September 21, 1993
	  DATE APPROVED BY STOCKHOLDERS: November 5, 1993
	  TERMINATION DATE:  September 21, 2003
	  
	  
	  
	  
	  
	  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
	  CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
	  BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
	
	  PERIOD-TYPE                   3-MOS
	  FISCAL-YEAR-END                          DEC-31-1999
	  PERIOD-START                             JAN-01-1999
	  PERIOD-END                               MAR-31-1999
	  EXCHANGE-RATE                                      1
	  CASH                                           5,578
	  SECURITIES                                         0
	  RECEIVABLES                                   82,102
	  ALLOWANCES                                     1,294
	  INVENTORY                                     90,971
	  CURRENT-ASSETS                               181,301
	  PP&E                                         227,757
	  DEPRECIATION                                  50,182
	  TOTAL-ASSETS                                 445,087
	  CURRENT-LIABILITIES                           58,687
	  BONDS                                        193,558
	  PREFERRED-MANDATORY                                0
	  PREFERRED                                          0
	  COMMON                                           125
	  OTHER-SE                                     164,905
	  TOTAL-LIABILITY-AND-EQUITY                   445,087
	  SALES                                        143,804
	  TOTAL-REVENUES                               143,804
	  CGS                                          115,386
	  TOTAL-COSTS                                  115,386
	  OTHER-EXPENSES                                16,735
	  LOSS-PROVISION                                     0
	  INTEREST-EXPENSE                               3,319
	  INCOME-PRETAX                                  8,364
	  INCOME-TAX                                     3,387
	  INCOME-CONTINUING                              4,977
	  DISCONTINUED                                       0
	  EXTRAORDINARY                                      0
	  CHANGES                                            0
	  NET-INCOME                                     4,977
	  EPS-PRIMARY                                      .40
	  EPS-DILUTED                                      .39