SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SMITH KENNETH WALTER (Last) (First) (Middle) 3556 LAKE SHORE ROAD P.O. BOX 2028 (Street) BUFFALO NY 14219-0228 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GIBRALTAR INDUSTRIES, INC. [ ROCK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 09/17/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year) 09/21/2009	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units(1)	$0(2)	09/17/2009		A		75,000		(2)	(2)	Common Stock	75,000	$0	75,000	D

Explanation of Responses:

1. Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Incentive Plan upon achievement of the targeted total shareholder return for each of three (3) consecutive calendar years, all as provided by an award of Performance Units made to the Reporting Person on September 17, 2009. The maximum number of Performance Units which may be earned is two hundred percent (200%) of the Performance Units awarded for the target level performance and the minimum number of Performance Units which may be earned is zero (0) Performance Units. The original Form 4 filed September 21, 2009 incorrectly reported, due to a clerical error caused by a misplaced decimal point, that the number of Performance Units which would be awarded to the Reporting Person upon achievement of the targeted total shareholder return for each of three (3) consecutive calendar years was 75 Performance Units.

2. Performance Units are paid at the end of the three (3) consecutive calendar year performance period established under the award or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before the end of the three (3) consecutive calender year performance period for reasons other than death, disability or retirement. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of the end of the three (3) consecutive calendar year performance period or, if applicable, death, disability or retirement.

Remarks:

smithkwpoa.TXT

	/s/Paul J. Schulz, Attorney in Fact for Kenneth W. Smith	01/20/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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