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GIBRALTAR STEEL CORPORATION
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Date Filed:

Name

Number of Shares⁽¹⁾

Percent of Class

Brian J. Lipke ⁽²⁾⁽³⁾

992,446

5.03%

Neil E. Lipke⁽²⁾⁽⁴⁾

820,978

4.16%

Eric R. Lipke⁽²⁾⁽⁵⁾

820,877

4.16%

Meredith A. Lipke ⁽²⁾⁽⁶⁾

670,924

3.40%

Curtis W. Lipke⁽²⁾⁽⁷⁾

513,682

2.60%

Gerald S. Lippes
700 Guaranty Building
28 Church Street
Buffalo, New York 14202-3950

24,455

*

William P. Montague
501 John James Audubon Parkway
PO Box 810
Amherst, New York 14226-0810

14,455

*

Arthur A. Russ, Jr. ⁽⁸⁾
3400 HSBC Center
Buffalo, New York 14203

5,550

*

David N. Campbell⁽⁹⁾
281 Winter Street, Suite 310
Waltham, Massachusetts 02451

6,250

*

William J. Colombo
200 Industry Drive
RIDC Park West
Pittsburgh,  PA  15275

0

*

Robert E. Sadler, Jr.
One M & T Plaza, 19th Floor
Buffalo, NY  14203

0

*

Walter T. Erazmus^(2)(10)

26,969

*

Carl P. Spezio^(2)(11)

56,985

*

Kenneth W. Matz⁽²⁾

11,125

*

Henning Kornbrekke⁽²⁾

5,000

*

All Directors and Executive
Officers as a Group (11 persons)⁽¹²⁾

1,134,227

5.75%

Columbia Wanger Asset Management, L.P.⁽¹³⁾

2,211,000

11.20%

T. Rowe Price Associates, Inc.⁽¹⁴⁾

1,947,051

9.86%

Franklin Advisers, Inc.⁽¹⁵⁾

1,378,500

6.98%

Merrill Lynch & Co., Inc.⁽¹⁶⁾

1,302,002

6.60%

Royce & Associates, LLC⁽¹⁷⁾

1,222,950

6.20%

Kennedy Capital Management, Inc.⁽¹⁸⁾

1,108,878

5.62%

⁽¹⁾

Unless otherwise indicated in the footnotes, each of the stockholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by such stockholder, except to the extent that authority is shared by spouses under applicable law.

 ⁽²⁾

The address of each of the executive officers and of Meredith A. Lipke, Neil E. Lipke, Curtis W. Lipke, and Eric R. Lipke is 3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York 14219-0228.

 ⁽³⁾

Includes (i) 700,907 shares of Common Stock held by two trusts for the benefit of Brian J. Lipke, (ii) 12,945 shares of Common Stock held by trusts for the benefit of the daughters of Brian J. Lipke, (iii) 3,480 shares of Common Stock held in a custodial account for the benefit of a daughter of Brian J. Lipke, (iv) 25,000 shares of Common Stock issuable under currently exercisable options pursuant to our Non-Qualified Stock Option Plan, (v) 62,500 shares of Common Stock issuable under currently exercisable options granted to Brian J. Lipke pursuant to the Original Incentive Stock Option Plan, (vi) 3,353 shares of Common Stock allocated to Brian J. Lipke's self-directed account under our 40l(k) Retirement Savings Plan and (vii) 119,696 shares of Common Stock, representing Brian J. Lipke's pecuniary interest in Rush Creek Investment Co., L.P. Rush Creek owns 603,000 shares of Common Stock as to which Brian J. Lipke disclaims beneficial ownership, except to the extent of his pecuniary interest. Excludes (i) 61,085 shares of Common Stock held by the Trust U/W of Kenneth E. Lipke f/b/o Patricia K. Lipke, as to which Brian J. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership, (ii) 1,990,015 shares of Common Stock held by trusts for the benefit of each of Neil E. Lipke, Curtis W. Lipke, Eric R. Lipke and Meredith A. Lipke, as to each of which Brian J. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership, (iii) 30,000 shares of Common Stock held by a trust for the benefit of Meredith A. Lipke, as to which Brian J. Lipke serves as one of five trustees and shares voting and investment power and as to which he disclaims beneficial ownership, (iv) 5,605 shares of Common Stock held by a trust for the benefit of the daughter of Meredith A. Lipke, as to which Brian J. Lipke serves as one of four trustees and shares voting and investment power and as to which he disclaims beneficial ownership and (v) 12,500 shares of Common Stock held by trusts for the benefit of the children of Eric R. Lipke, as to which Brian J. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership.

 ⁽⁴⁾

Includes (i) 620,527 shares of Common Stock held by a trust for the benefit of Neil E. Lipke, and (ii) 119,696 shares of Common Stock, representing Neil E. Lipke's pecuniary interest in Rush Creek. Rush Creek owns 603,000 shares of Common Stock as to which Neil E. Lipke disclaims beneficial ownership, except to the extent of his pecuniary interest. Excludes (i) 60,880 shares of Common Stock held by a trust for the benefit of Brian J. Lipke and 30,000 shares of Common Stock held by a trust for the benefit of Meredith A. Lipke, as to each of which Neil E. Lipke serves as one of five trustees and shares voting and investment power and as to which he disclaims beneficial ownership, (ii) 12,945 shares of Common Stock held by trusts for the benefit of the daughters of Brian J. Lipke, as to which Neil E. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership and (iii) 12,500 shares of Common Stock held by trusts for the benefit of the children of Eric R. Lipke, as to which Neil E. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership.

 ⁽⁵⁾

Includes (i) 582,526 shares of Common Stock held by a trust for the benefit of Eric R. Lipke, (ii) 12,500 shares of Common Stock held by trusts for the benefit of the children of Eric R. Lipke, (iii) 3,360 shares of Common Stock held in custodial accounts for the benefit of the children of Eric R. Lipke, and (iv) 119,696 shares of Common Stock, representing Eric R. Lipke's pecuniary interest in Rush Creek. Rush Creek owns 603,000 shares of Common Stock as to which Eric R. Lipke disclaims beneficial ownership, except to the extent of his pecuniary interest. Excludes (i) 640,027 shares of Common Stock held by a trust for the benefit of Brian J. Lipke, as to which Eric R. Lipke serves as one of three trustees and shares voting and investment power and as to which Eric R. Lipke disclaims beneficial ownership, (ii) 60,880 shares of Common Stock held by a trust for the benefit of Brian J. Lipke and 30,000 shares of Common Stock held by a trust for the benefit of Meredith A. Lipke, as to each of which Eric R. Lipke serves as one of five trustees and shares voting and investment power and as to which he disclaims beneficial ownership and (iii) 12,945 shares of Common Stock held by trusts for the benefit of the children of Brian J. Lipke, as to which Eric R. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership.

 ⁽⁶⁾

Includes (i) 525,061 shares of Common Stock held by three trusts for the benefit of Meredith A. Lipke, (ii) 2,500 shares of Common Stock issuable under currently exercisable options granted to Meredith A. Lipke pursuant to our Non-Qualified Stock Option Plan, (iii) 5,000 shares of Common Stock issuable under currently exercisable options granted to Meredith A. Lipke pursuant to the Original Incentive Stock Option Plan, (iv) 5,325 shares of Common Stock held in a custodial account for the benefit of the daughter of Meredith A. Lipke pursuant to the New York Uniform Gift to Minors Act, (v) 5,605 shares of Common Stock held by a trust for the benefit of the daughter of Meredith A. Lipke, (vi) 632 shares of Common Stock allocated to Meredith A. Lipke's self-directed account under our 401(k) Retirement Savings Plan and (vii) 119,696 shares of Common Stock, representing Meredith A. Lipke's pecuniary interest in Rush Creek. Rush Creek owns 603,000 shares of Common Stock as to which Meredith A. Lipke disclaims beneficial ownership, except to the extent of her pecuniary interest. Excludes 60,880 shares of Common Stock held by a trust for the benefit of Brian J. Lipke, as to which Meredith A. Lipke serves as one of five trustees and shares voting and investment power and as to which she disclaims beneficial ownership.

⁽⁷⁾

Includes (i) 355,981 shares of Common Stock held by a trust for the benefit of Curtis W. Lipke and (ii) 125,651 shares of Common Stock, representing Curtis W. Lipke's pecuniary interest in Rush Creek. Rush Creek owns 603,000 shares of Common Stock as to which Curtis W. Lipke disclaims beneficial ownership, except to the extent of his pecuniary interest. Excludes (i) 60,880 shares of Common Stock held by a trust for the benefit of Brian J. Lipke and 30,000 shares of Common Stock held by a trust for the benefit of Meredith A. Lipke, as to each of which Curtis W. Lipke serves as one of five trustees and shares voting and investment power and as to which he disclaims beneficial ownership, (ii) 5,605 shares of Common Stock held by a trust for the benefit of the daughter of Meredith A. Lipke, as to which Curtis W. Lipke serves as one of four trustees and shares voting and investment power and as to which he disclaims beneficial ownership, (iii) 12,945 shares of Common Stock held by trusts for the benefit of the children of Brian J. Lipke, as to which Curtis W. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership and (iv) 12,500 shares of Common Stock held by trusts for the benefit of the children of Eric R. Lipke, as to which Curtis W. Lipke serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership.

 ⁽⁸⁾

Includes (i) an aggregate of 1,300 shares of Common Stock held by three trusts for the benefit of Mr. Russ' children as to each of which Mr. Russ serves as a trustee. Excludes an aggregate of (i) 2,630,042 shares of Common Stock owned by trusts for the benefit of each of Brian J. Lipke, Neil E. Lipke, Curtis W. Lipke, Eric R. Lipke and Meredith A. Lipke, as to each of which Mr. Russ serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership, (ii) 61,085 shares of Common Stock held by the Kenneth E. Lipke Trust, as to which Mr. Russ serves as one of three trustees and shares voting and investment power and as to which he disclaims beneficial ownership, and (iii) 596,970 shares of Common Stock held by Rush Creek as to which Mr. Russ serves as trustee of the sole limited partner and as to which he disclaims beneficial ownership.

 ⁽⁹⁾

Includes (i) 2,500 shares of Common Stock held by an Individual Retirement Account for the benefit of Mr. Campbell and (ii) 1,500 shares of Common Stock held by the Campbell Foundation of which Mr. Campbell serves as a trustee.

 ⁽¹⁰⁾

Based on information provided on Form 4 filed with the Securities and Exchange Commission on August 17, 2004.  Mr. Erazmus is no longer an executive officer of the Company and no longer is subject to the reporting requirements of Section 16 of the Securities and Exchange Act of 1934, as amended. Includes 573 shares of Common Stock allocated to Mr. Erazmus' self-directed account under our 401(k) Retirement Savings Plan.

 ⁽¹¹⁾

Includes (i) 30,000 shares of Common Stock issuable under currently exercisable options granted to Mr. Spezio under our Original Incentive Stock Option Plan and (ii) 3,735 shares of Common Stock allocated to Mr. Spezio's self-directed account under our 401(k) Retirement Savings Plan.

 ⁽¹²⁾

Includes options to purchase an aggregate of 247,500 shares of Common Stock issuable to certain of our executive officers under our Original Incentive Stock Option Plan and an aggregate of 27,500 shares of Common Stock issuable to certain of our executive officers and directors under our Non-Qualified Stock Option Plan, all of which are exercisable within 60 days. Excludes an aggregate of (i) 1,990,015 shares of Common Stock owned by trusts for the benefit of each of Neil E. Lipke, Curtis W. Lipke, Eric R. Lipke and Meredith A. Lipke, as to each of which Arthur A. Russ and Brian J. Lipke serve as two of the three trustees and shares voting and investment power and as to which beneficial ownership, (ii) 61,085 shares of Common Stock held by the Kenneth E. Lipke Trust, as to which Arthur A. Russ and Brian J. Lipke serve as two of the three trustees and shares voting and investment power and as to which they disclaim beneficial ownership, and (iii) 477,274 shares of Common Stock held by Rush Creek as to which Mr. Russ serves as trustee of the sole limited partner and as to which he disclaims beneficial ownership.

 ⁽¹³⁾

Based on information set forth in a statement on Schedule 13F filed with the Securities and Exchange Commission in August 2004 and available on NASDAQ.com by Columbia Wanger Asset Management, L.P. on behalf of itself, its affiliate, WAM Acquisition GP, Inc. and Liberty Acorn Trust.

 ⁽¹⁴⁾

Based on information set forth in a statement on Schedule 13F filed with the Securities and Exchange Commission in August 2004  and available on NASDAQ.com by T. Rowe Price Associates, Inc.

 ⁽¹⁵⁾

Based on information set forth in a statement on Schedule 13F filed with the Securities and Exchange Commission in August 2004 and available on NASDAQ.com by Franklin Resources, Inc. on behalf of itself and its affiliates, Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisers, Inc.

 ⁽¹⁶⁾

Based on information set forth in a statement on Schedule 13F filed with the Securities and Exchange Commission in August 2004 and available on NASDAQ.com by Merrill Lynch & Co., Inc. on behalf of Merrill Lynch Investment Managers.

⁽¹⁷⁾

Based on information set forth in a statement on Schedule 13F filed with the Securities and Exchange Commission in August 2004 and available on NASDAQ.com by Royce & Associates, LLC.

⁽¹⁸⁾

Based on information set forth in a statement on Schedule 13F filed with the Securities and Exchange Commission in August 2004 and available on NASDAQ.com by Kennedy Capital Management, Inc.