FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  




	(Mark one)
	( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 1996

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 June 30, 1996, the number of common shares outstanding was:
12,223,900.



GIBRALTAR STEEL CORPORATION

INDEX  

		                                                    PAGE NUMBER
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
	    Condensed Consolidated Balance Sheets
	    June 30, 1996 (unaudited) and
	    December 31, 1995 (audited)	                           3

	    Condensed Consolidated Statements of Income
	    Three months and Six months ended June 30, 1996
  		 and 1995 (unaudited)	                          	       4

	    Condensed Consolidated Statements of Cash Flows	
	    Six months ended June 30, 1996 and 1995                               
	    (unaudited)	                                           5             
	    
		 Notes to Condensed Consolidated Financial
	  Statements (unaudited)	                                 6 - 7


Item 2. Management's Discussion and Analysis of
   	    Financial Condition and Results of Operations	     8 - 9                


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

    (a) Exhibits

        Exhibit 27 - Financial Data Schedule                11



2 of 10


PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

               GIBRALTAR STEEL CORPORATION

           CONDENSED CONSOLIDATED BALANCE SHEET  
                   (in thousands)

                              			 June 30,    December 31,
			                                 1996          1995                 
		                              	(unaudited)    (audited)                 
Assets

Current assets:
	Cash and cash equivalents        	$   2,806    $   4 123
	Accounts receivable	                 46,009   	   35,634
	Inventories	                         53,045   	   45,274
	Other current assets	                 1,897   	    1,964

		Total current assets            	  103,757   	   86,995

Property, plant and equipment, net	   85,323	      67,275

Other assets	                         25,375   	   13,153

                                			$ 214,455   	$ 167,423

Liabilities and Shareholders' Equity

Current liabilities:
	Accounts payable                 	$  31,275    $  25,845
	Accrued expenses	                     5,185	       2,367
	Current maturities of long-term debt  1,216        1,214
	Deferred income taxes	                    -  	        54 
	
		Total current liabilities       	   37,676   	   29,480

Long-term debt	                       51,233       57,840

Deferred income taxes             	   12,577   	    9,251

Other non-current liabilities	           781	         608

Shareholders' equity
	Preferred shares	                         -	           -
	Common shares	                          122   	      102
	Additional paid-in capital	          63,238	      28,803
	Retained earnings	                   48,828 	     41,339

		Total shareholders' equity	        112,188   	   70,244

                                 		$ 214,455    $ 167,423



See accompanying notes to financial statements

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                       GIBRALTAR STEEL CORPORATION

                CONDENSED CONSOLIDATED STATEMENT OF INCOME
              (in thousands, except share and per share data)   



                    			   Three Months Ended 	    Six  Months  Ended         
			                            June 30,    	           June 30,    
			                        1996         1995       1996       1995   
			                          (unaudited)	            (unaudited)

Net sales               $ 86,476    	$ 76,337 	$ 168,510   $ 135,102   

Cost of sales	            70,609 	     65,097    138,614     113,676 

	Gross profit	            15,867	      11,240	    29,896	     21,426    

Selling, general and
 administrative expense    7,614        5,248     14,968      10,338

	Income from operations	   8,253        5,992	    14,928	     11,088       

Interest expense	          1,270        1,240	     2,343       1,799

Income before taxes	       6,983	       4,752	    12,585	      9,289

Provision for income taxes 2,828        1,948      5,096       3,808

	Net income             	$ 4,155     	$ 2,804   	$ 7,489    	$ 5,481

Net income per share    	$   .40     	$   .28   	$   .73    	$   .54

Weighted average number
 of shares outstanding	10,286,537  	10,162,900 	10,230,219 	10,162,900  





             See accompanying notes to financial statements

                                4 of 10


                     GIBRALTAR STEEL CORPORATION

            CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS  
                          (in thousands) 

                                               			   Six Months Ended
			                                                      June 30,             
			                                                 1996         1995   
			                                                    (unaudited)

Cash flows from operating activities
Net income                                      	$  7,489    	$  5,481
Adjustments to reconcile net income to
    net cash provided by operating activities:
Depreciation and amortization	                      2,973    	   2,040
Provision for deferred income taxes             	     406	        (113)
Equity investment income	                            (307)   	    (404)
Dividends from equity investments	                      -	         202 
(Gain) loss on disposition of property 
    and equipment   	                                   8	         (41)
Increase (decrease) in cash resulting from                                      
	changes in (net of effects from 
	acquisitions):
  Accounts receivable                           	  (7,128)	       (736) 
  Inventories	                                     (7,771)   	   5,007
  Other current assets	                              (228)	       (515)
  Accounts payable and accrued expenses	            7,670    	  (1,108) 
  Other assets	                                       (51)	         73

	Net cash provided by operating activities          3,061 	      9,886

Cash flows from investing activities
Acquisition of CCHT, net of cash acquired	        (23,715)          - 
Acquisition of Hubbell, net of cash acquired	           -      (20,859)      
Purchases of property, plant and equipment	        (8,544)   	  (8,667)   
Proceeds from sale of property and equipment	         107           94   

	Net cash used in investing activities          	 (32,152)   	 (29,432)

Cash flows from financing activities
Payment of Hubbell bank debt at acquisition	            -    	 (17,779)
Long-term debt reduction	                         (56,587)  	  (20,141)        
Proceeds from long-term debt	                      49,906   	   56,932
Proceeds from issuance of common stock	            34,455            -

	Net cash provided by financing activities         27,774    	  19,012

Net decrease in cash and cash equivalents	         (1,317)   	    (534)   

Cash and cash equivalents at beginning                                       
of year                                             4,123    	   1,124

Cash and cash equivalents at end of period      	$  2,806     $    590  




See accompanying notes to financial statements

5 of 10           


                     GIBRALTAR STEEL CORPORATION

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  
                            (Unaudited)

1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements as of June 30,
1996 and 1995 have been prepared by the Company without audit.  In the
opinion of management, all adjustments necessary to present fairly the
financial position, results of operations and cash flows at June 30, 1996
and 1995 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, 1995.

The results of operations for the six month period ended June 30, 1996 are
not necessarily indicative of the results to be expected for the full year.

2.  INVENTORIES

Inventories consist of the following:
                             			       (in thousands)
		                                 June 30, 	December 31,
			                                  1996   	   1995
		                              	(unaudited)	 (audited)

Raw material                      	$ 36,576 	$ 28,307   
Finished goods and work-in-process	  16,469 	  16,967

Total inventories                 	$ 53,045 	$ 45,274 

3.  STOCKHOLDERS' EQUITY

During June 1996 the Company sold, through an underwritten secondary offering,
2,050,000 common shares at $18.00 per share.  The net proceeds were
approximately $34,455,000 and were used to repay existing bank debt.
The change in stockholders' equity consists of:
			                                           
                             				(in thousands, except share data)
			                                             Additional  
 	  		                        Common Shares       Paid-in    Retained 
  			                        Shares	   Amount     Capital    Earnings   
Balance at 
  December 31, 1995	      10,173,900  $    102	  $ 28,803	   $ 41,339   
Net income	                        -         -	         -       7,489 
Secondary Offering	        2,050,000        20	    34,435 	         -    

Balance at June 30, 1996  12,223,900  $    122   $ 63,238    $ 48,828


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4.  EARNINGS PER SHARE

Net income per share for the six months ended June 30, 1996 and 1995 was
computed by dividing net income by the weighted average number of
common shares outstanding.


5.  ACQUISITION

On April 3, 1995, the Company purchased all of the outstanding capital stock of
Wm. R. Hubbell Steel Company and its subsidiary and certain of its affiliates
(Hubbell) for an aggregate cash purchase price of $21 million.  In addition,
the Company repaid approximately $18 million of Hubbell's existing bank
indebtedness.

On February 14, 1996, the Company purchased all of the outstanding capital
stock of Carolina Commercial Heat Treating, Inc. (CCHT) for an aggregate
cash purchase price of approximately $25 million.  The funding for the
purchase was provided by borrowings under the Company's existing credit
facility.  CCHT, headquartered in Charlotte, North Carolina, provides heat
treating, brazing and related metal-processing services to a broad range of
industries, including the automotive, hand tools, construction equipment, and
industrial machinery industries.

These acquisitions have been accounted for under the purchase method, and
Hubbell's and CCHT's results of operations have been consolidated with the
Company's results of operations from the respective acquisition dates. The
excess of the aggregate purchase price over the fair market value of net
assets of Hubbell and CCHT approximated $10 million and $12 million,
respectively, and is being amortized over 35 years from the respective
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, 1995.  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, 1995 and
are not necessarily indicative of future results of the combined companies. 


	                  (in thousands, except per share data)
                      			   Six Months Ended
			                            June 30,     
			                        1996          1995
			                           (unaudited) 

Net sales             	$ 170,755    	$ 163,896   

Income before taxes   	$  12,316    	$  11,159

Net income            	$   7,311    	$   6,537

Net income per share  	$     .71    	$     .64





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Item 2.  Management's Discussion and Analysis of Financial Condition 
         and Results of Operations

Results of Operations


Net sales of $86.5 million for the second quarter ended June 30, 1996 increased
13% from sales of $76.3 million for the prior year's second quarter.  Net
sales of $168.5 million for the six months ended June 30, 1996 increased 25%
from sales of $135.1 million in the first half of 1995.  These increases
primarily resulted from including six months of net sales of Hubbell Steel
(acquired April 1995) for 1996 compared to three months in 1995, including
net sales of CCHT (acquired February 1996) and sales growth at existing
operations.

Cost of sales decreased to 81.7% of net sales for the second quarter and to
82.3% of net sales for the first half of 1996.  Gross profit increased to
18.3% in the second quarter and increased to 17.7 % for the six months from
14.7% and 15.9% in the comparable prior periods in 1995.  This increase was
primarily due to higher margins attributable to sales from CCHT and
improvements in margins at our existing operations.

Selling, general and administrative expenses as a percentage of net sales
increased to 8.8% and 8.9% for the second quarter and the six months ended
June 30, 1996 from 6.9% and 7.7% for the prior year comparable periods
primarily due to higher costs as a percentage of sales attributable to CCHT
and performance based compensation linked to the Company's sales and
profitability. 

Interest expense remained approximately the same for the quarter and
increased by approximately $.5 million for the six months ended June 30, 1996
primarily due to higher average borrowings as a result of the CCHT acquisition.

As a result of the above, income before taxes increased by $2.2 million and
$3.3 million for the quarter and the six months ended June 30, 1996 to $7.0
million and $12.6 million.

Income taxes for the six months ended June 30, 1996 approximated $5.1 million
and were based on a 40.5% effective tax rate in 1996.  







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Liquidity and Capital Resources                     

During the first six months of 1996, the Company increased its working
capital to $66.1 million.  Long term debt was reduced to $51.2 million.
Additionally, shareholders' equity increased to $112.2 million at June 30,
1996.

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.

Net cash provided by operations of $3.1 million resulted primarily from net
income of $7.5 million and depreciation and amortization of $3.0 million.
Additionally accounts receivable and inventory increased by $7.1 million and
$7.8 million (net of the effect from the acquisition of CCHT) primarily due
to increased sales levels and were offset by an increase of $7.7 million in
accounts payable and accrued expenses.  The $3.1 million provided by
operations and an additional $27.8 million in net cash provided by long term
financing activities were primarily used for the $23.7 million acquisition
of CCHT and $8.5 million of capital expenditures.

In June 1996, the Company sold 2,050,000 shares of common shares in a public
offering.  The net proceeds from the offering which approximated $34.4
million were used to repay outstanding indebtedness.

At June 30, 1996, the Company's aggregate credit facilities available totaled
approximately $132 million.  The Company had borrowings of approximately $52
million under these credit facilities and an additional availability of
approximately $80 million. 

The Company believes that availability under its credit facilities together
with funds generated from operations will be sufficient to provide the
Company with the liquidity and capital resources necessary to support its
operations and anticipated capital expenditures for the next twelve months.
                       





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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 July 25, 1996







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5 1000 U.S. DOLLARS 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1 2,806 0 46,646 637 53,045 103,757 112,784 27,461 214,455 37,676 51,233 0 0 122 112,066 214,455 168,510 168,510 138,614 138,614 14,968 0 2,343 12,585 5,096 7,489 0 0 0 7,489 .73 .73