SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.  20549
                                   
                               FORM 10-K
      (Mark One)
   (  X  )     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES ACT OF 1934
              For The Fiscal Year Ended December 31, 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             (I.R.S. Employer
   of incorporation organization)           Identification No.)
  
  3556 Lake Shore Road, PO Box 2028, Buffalo, New York  14219-0228
      (address of principal executive offices)         (Zip Code)
                             (716) 826-6500
          Registrant's telephone number, including area code
                                   
      Securities registered pursuant to Section 12(b) of the Act:
  
  Title of each class    Name of each exchange on which registered
  Common Stock,            NASDAQ National Market System
  $.01 par value
  
      Securities registered pursuant to Section 12(g) of the Act:
                                   
                                 NONE
                                   
  Indicate by check mark whether the Registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 months (or
  for such shorter period that the Registrant was required to file
  such reports), and (2) has been subject to such filing
  requirements for the past 90 days.  YES  X    NO
  
  Indicate by check mark if disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-K is not contained herein, and will
  not be contained, to the best of the Registrant's knowledge, in
  definitive proxy or information statements incorporated by
  reference in Part III of the Form 10-K or any amendment to this
  Form 10-K. (  )
  
  As of December 31, 1996, the aggregate market value of the voting
  stock held by nonaffiliates of the Registrant amounted to
  $159,766,000.
  
  As of December 31, 1996, the number of common shares outstanding
  was: 12,322,400.
  
                  DOCUMENTS INCORPORATED BY REFERENCE
                                   
  Portions of the Registrant's definitive Proxy Statement for the
  Annual Meeting of Shareholders to be held May 20, 1997, are
  incorporated by reference into Part III of this report.
                                          Exhibit Index is on Page 36

                                PART I
                                   
     Item 1.  Description of Business
     
     General
     
     The Company is an intermediate processor of value-added
     steel products, consisting primarily of a broad range of
     fully processed cold-rolled strip steel products.  Cold-
     rolled strip steel products comprise a segment of the cold-
     rolled sheet steel market that is defined by narrower
     widths, improved surface conditions and tighter gauge
     tolerances and are used by customers that demand critical
     specifications in their raw material needs. The Company
     manufactures high quality steel strapping for industrial
     applications and operates a precision metals facility for
     flat-rolled sheet steel and other processed metals
     products.  The Company is a supplier of galvanized,
     galvalume and prepainted steel to the commercial and
     residential metal building industry.  The Company operates
     materials management facilities that link steel producers
     and end-user manufacturers by integrating the inventory
     purchasing, receiving, inspection, billing, storage and
     shipping functions resulting in true just-in-time delivery
     of materials, thereby enabling both the steel producers
     and the end-user manufacturers to manage inventory more
     efficiently.  Carolina Commercial Heat Treating, Inc.
     (CCHT), acquired in February 1996, provides metallurigical
     heat treating services for customers in a wide variety of
     industries.
     
     Industry Overview
     
     Intermediate steel processors occupy a market niche that
     exists between primary steel producers and end-user
     manufacturers.  Primary steel producers typically focus on
     the sale of standard size and tolerance steel to large
     volume purchasers, including intermediate steel
     processors.  At the same time, end-user manufacturers
     require steel with closer tolerances and on shorter lead
     times than the primary steel producers can provide
     efficiently.
     
     Products and Services
     
     The Company utilizes any one or a combination of 20
     different processes and services to produce and deliver a
     variety of products on a just-in-time basis to industrial
     manufacturers and fabricators in the

       -2-

     automotive, automotive supply, appliance, metal building,
     machinery, hardware, office equipment, electrical, and
     steel industries.  The following table sets forth certain
     information regarding sales of products and services as a
     percentage of net sales for the past three years:
     
     Product or Service           Year Ended December 31,
     
                                   1994      1995      1996
     Cold-rolled strip steel        67%       50%       43%
     Other processed metals and
     services                       22%       42%       50%
     Steel strapping products       11%        8%        7%
     
     Cold-Rolled Strip Steel
     
     The Company produces a broad range of fully processed cold-
     rolled strip steel products.  The Company buys wide, open
     tolerance sheet steel in coils from primary steel producers
     and processes it to specific customer orders by performing
     such computer-aided processes as cold reduction, annealing,
     edge rolling, roller leveling, slitting and cutting to
     length.  Cold reduction is the rolling of steel to a
     specified thickness, temper and finish.  Annealing is a
     thermal process which changes hardness and certain
     metallurgical characteristics of steel.  Edge rolling
     involves conditioning edges of processed steel into square,
     full round or partially round shapes.  Roller leveling
     applies pressure across the width of the steel to achieve
     precise flatness tolerances.  Slitting is the cutting of
     steel to specified widths.  Depending on customer
     specifications, one or more of these processes are utilized
     to produce steel strip of a precise grade, temper, tolerance
     and finish.
     
     The Company operates 10 rolling mills at its facilities in
     Cleveland, Ohio, Chattanooga, Tennessee and Buffalo, New
     York, and is capable of rolling widths of up to 38 inches.
     The Company has the capability to process coils up to a
     maximum 72 inch outside diameter.  The Company's rolling
     mills include a hydraulic roll force system and an automatic
     gauge control system which is linked to a statistical
     process control computer, allowing microsecond adjustments
     during processing.  The Company's computerized mills enable
     it to satisfy a growing industry demand for a range of steel
     from heavier gauge and special alloy steels to low carbon
     and light gauge steels, in each case having a high-quality
     finish and precision gauge tolerance.  This equipment can
     process flat-rolled steel to specific customer requirements
     for thickness tolerances as close as +/- .00025 inches.

       -3-

     The Company's rolling facility is further complemented by 15
     high convection annealing furnaces, which shorten annealing
     times over conventional annealers.  The Company's newest
     furnaces incorporate the use of a hydrogen atmosphere for the
     production of cleaner and more uniform steel.  As a result of
     its annealing capabilities, the Company is able to produce cold-
     rolled strip steel with improved consistency in terms of
     thickness, hardness, molecular grain structure and surface.
     
     The Company can produce certain of its strip steel products
     on oscillated coils which wind the steel strip in a manner
     similar to the way thread is wound on a spool.  Oscillating
     the steel enables the Company to put at least six times
     greater volume of finished product on a coil than standard
     ribbon winding, allowing customers to achieve longer
     production runs by reducing the number of equipment shut-
     downs to change coils.  Customers are thus able to increase
     productivity, reduce downtime, improve yield and lengthen die
     life.
     
     Other Processed Metals and Services
     
     Precision Metals.  The Company operates a precision metals
     facility for flat-rolled sheet steel and other processed metal
     products.  In addition to slitting and cutting to length, the
     Company's precision metals facility can produce higher value-
     added products that are held to close tolerances and tight
     specifications through cold-rolling, annealing, blanking,
     oscillating and edging rolling.
     
     The Company through its Hubbell Steel facility acquired in 1995
     also processes galvanized, galvalume and prepainted steel for the
     commercial and residential metal building industries.  This
     facility has the capability to slit and cut to length material
     based upon customer specifications.
     
     Materials Management.  The Company operates two materials
     management facilities that link primary steel producers and end-
     user manufacturers by integrating the inventory purchasing,
     receiving, inspection, billing, storage and shipping functions
     and producing true just-in-time delivery of materials.  The
     Company's facilities receive shipments of steel by rail and
     truck from steel producers, which retain ownership of the steel
     until it is delivered to the end-user manufacturer.  The
     Company inspects the steel and stores it in a climate-
     controlled environment through the use of a specialized stacker
     crane and racking system.  When an order is placed, the Company
     often delivers the steel to the end-user manufacturer within
     one hour using Company-owned trucks that have been custom
     designed to facilitate the loading and unloading process.   The
     initial material management facility was opened in 1990 in
     Lackawanna, New York.   During the third quarter of  1995, a
     second facility was opened in Woodhaven, Michigan.

       -4-

     Joint Venture.  Through a subsidiary, the Company is a minority
     partner in two steel pickling operations. After the hot-rolling
     process, the surface of sheet steel is left with a residue
     known as scale, which must be removed prior to further
     processing by a cleaning process known as pickling.  This joint
     venture pickles steel on a toll basis, receiving fees for its
     pickling services without acquiring ownership of the steel.
     
     The initial pickling operation was opened in 1989 in Cleveland,
     Ohio.  During the third quarter of 1995, a second joint
     ventured pickling operation opened  in Twinsburg, Ohio.
     
     Metallurgical Heat Treating Services.  In February 1996, the
     Company acquired CCHT which through its facilities located in
     North Carolina, South Carolina, Tennessee and Georgia provides
     metallurgical heat treating services for customer-owned parts.
     These services include case-hardening, surface-hardening and
     through-hardening processes, for customers in a wide variety of
     industries.  Using methods such as annealing, flame hardening,
     vacuum hardening, carburizing and nitrating, as well as a host
     of other services, these facilities can harden, soften or
     otherwise impart desired properties on parts made of steel,
     copper and various alloys and other metals.  A variety of
     brazing services to join metallic objects together is also
     provided.  CCHT maintains a metallurgical laboratory at each
     facility, providing a range of testing capabilities to add
     value to treated parts and enhance quality control.  Consistent
     quality control is maintained by application of a statistical
     process control system.  Additionally, CCHT maintains a fleet
     of trucks and trailers to provide rapid turnaround time for its
     customers.
     
     Steel Strapping Products
     
     Steel strapping is banding and packaging material that is used
     to close and reinforce shipping units such as bales, boxes,
     cartons, coils, crates and skids.  The Company believes that it
     is one of three major domestic manufacturers of high tensile
     steel strapping, which is used in heavy duty applications.
     High tensile strapping is subject to strength requirements
     imposed by the American Association of Railroads for packaging
     of different products for common carrier transport.  This high
     tensile steel strapping is essential to producers of large,
     heavy products such as steel, paper and lumber where
     reliability of the packaging material is critical to the safe
     transport of the product.
     
     The Company's strapping facility manufactures high tensile
     steel strapping by slitting, oscillating, heat treating,
     painting and packaging cold-rolled coils.

       -5-

     Steel strapping is cold-rolled to precise gauge on the
     Company's rolling mill, which incorporates hydraulic screw
     downs and automatic gauge controls with statistical charting.
     This process ensures strapping product of the most uniform
     gauge available and produces the maximum amount of strapping
     per pound of steel.  All products are tested by on-site
     laboratory personnel for width, thickness and other
     metallurgical properties.
     
     To meet the differing needs of its customers, the Company
     offers its strapping products in various thicknesses, widths
     and coil sizes.  The Company also manufactures custom color and
     printed strapping.  In addition, the Company offers related
     strapping products, such as seals and tools, and is able to
     manufacture tensional strapping for lighter duty applications.
     
     Quality Control
     
     The Company carefully selects its raw material vendors and uses
     computerized inspection and analysis to assure that the steel
     that enters its production processes will be able to meet the
     most critical specifications of its customers.  The Company
     uses documented procedures during the production process, along
     with statistical process control computers linked directly to
     processing equipment, to monitor that such specifications are
     met.  Physical, chemical and metallographic analyses are
     performed during the production process to verify that
     mechanical and dimensional properties, cleanliness, surface
     characteristics and chemical content are within specification.
     
     Suppliers and Raw Materials
     
     Intermediate steel processing companies are required to
     maintain substantial inventories of raw materials in order to
     accommodate the short lead times and just-in-time delivery
     requirements of their customers.  Accordingly, the Company
     generally maintains its inventory of raw materials at levels
     that it believes are sufficient to satisfy the anticipated
     needs of the customers based upon historic buying practices and
     market conditions.  The primary raw material utilized by the
     Company in its processing operations is flat-rolled steel.  The
     Company purchases flat-rolled steel at regular intervals from a
     number of suppliers, however, a majority of its steel
     requirements is purchased from approximately 15 major North
     American suppliers.  The Company has no long-term commitments
     with any of its suppliers.
     
     Technical Services
     
     The Company employs a staff of engineers and other technical
     personnel and maintains fully-equipped, modern laboratories to
     support is operations.  The facilities enable the Company to
     verify, analyze and document the

       -6-

     physical, chemical, metallurgical and mechanical properties of
     its raw materials and products.  Technical service personnel also
     work in conjunction with the sales force to determine the types
     of flat rolled steel required for the particular needs of the
     Company's customers.

     Sales and Marketing
     
     The Company's products and services are sold primarily by
     Company sales personnel located throughout the midwest,
     northeast and southeast United States and Mexico.  This
     marketing staff is supported by a vice president of sales for
     each of the Company's principal product lines.
     
     Customers and Distribution
     
     The Company services over 4,500 industrial customers located
     primarily in the midwest, northeast and southeast United
     States, Canada and Mexico.  In 1996, net sales to automotive
     and automotive supply manufacturers accounted for approximately
     17% and 29%, respectively.  The Company also sells its products
     to customers in the appliance, metal building, machinery,
     hardware, office equipment, electrical, and steel industries.
     
     The Company manufacturers its products exclusively to customer
     order rather than for inventory. Although the Company
     negotiates annual sales orders with a majority of its
     customers, these orders are subject to customer confirmation as
     to product amounts and delivery dates.
     
     In 1994 and 1995, General Motors Corporation, the Company's
     largest customer, through its various subsidiaries and
     affiliates, accounted for approximately 14% and 11% of net sales,
     respectively.  In 1996, no customer of the Company represented
     10% or more the Company's net sales.
     
     Competition
     
     The steel processing market is highly competitive.  The Company
     competes with a small number of other intermediate steel
     processors, some of which also focus on fully processed high
     value-added steel products.  The Company competes on the basis
     of the precision and range of achievable tolerances, quality,
     price and the ability to meet delivery schedules dictated by
     customers.

       -7-
     
     The Company also competes with a small number of other steel
     strapping manufacturers on the basis of quality, price, product
     variety and the ability to meet delivery schedules dictated by
     customers.
     The Company competes with a small number of suppliers of heat
     treating services in its market areas on the basis of quality,
     reliable delivery and price.
     
     Employees
     
     At December 31, 1996, the Company employed 911 people.
     Approximately 170 of the Company's hourly plant personnel are
     represented by the Local Union No. 55 of the United Automobile
     Workers under two separate contracts at the precision metals
     facility and the Buffalo-based cold-rolled strip steel and
     strapping facility, which expire in April 1997 and July 1999,
     respectively.  In addition, under a contract which expires in
     February 1998, approximately 27 hourly plant personnel are
     represented by the Local Union No. 101, Chicago Truck Drivers,
     Helpers and Warehouse Workers at the precision metals facility
     in Franklin Park.  The Company believes that its relationship
     with its employees is good.
     
     Backlog
     
     Because of the nature of the Company's products and the short
     lead time order cycle, backlog is not a significant factor in
     the Company's business.  The Company believes that
     substantially all of its backlog of firm orders existing on
     December 31, 1996 will be shipped prior to the end of 1997.
     
     Governmental Regulation
     
     The Company's processing centers and manufacturing facilities
     are subject to many federal, state and local requirements
     relating to the protection of the environment.  The Company
     believes that it is in material compliance with all
     environmental laws, does not anticipate any material
     expenditures in order to meet environmental
     requirements and does not believe that future compliance with
     such laws and regulations will have a material adverse effect
     on its results of operations or financial condition.
     
     The Company's operations are also governed by many other laws
     and regulations.  The Company believes that it is in material
     compliance with these laws and regulations and does not believe
     that future compliance with such laws and regulations will have
     a material adverse effect on its results of operations or
     financial condition.
     
       -8-

     Item 2.  Description of Properties
     
     The Company maintains its corporate headquarters in Buffalo,
     New York and conducts its business operations in facilities
     located in New York, Michigan, Illinois, Ohio, Tennessee, South
     Carolina, Texas, North Carolina and Georgia.
     
     The Company believes that its primary existing facilities,
     listed below, and their equipment are effectively utilized,
     well maintained, in good condition and will be able to
     accommodate its capacity needs through 1997.
     
     Location              Utilization                   Square    Owned or
                                                         Footage   Leased

     Buffalo, New York     Headquarters                   23,000     Leased
     Buffalo, New York     Precision metals                             
                           processing; warehouse         207,000     Owned
     Cheektowaga, New      Cold-rolled strip steel                      
     York                  processing and strapping                     
                           products                      148,000     Owned
     Tonawanda, New York   Cold-rolled strip steel and                  
                           precision metals processing   128,000     Owned
     Lackawanna, New       Materials management                         
     York                  facility                       65,000     Leased
     Dearborn, Michigan    Strapping tool products         3,000     Owned
     Woodhaven, Michigan   Materials management                         
                           facility                      100,000     Owned
     Franklin Park,        Coated sheet steel and                       
     Illinois              precision metals processing    99,000     Owned
     Cleveland, Ohio       Cold-rolled strip steel                      
                           processing                    229,200    Leased
     Chattanooga,                                                       
     Tennessee             Steel processing               65,000     Owned
     North Charleston,                                                  
     S. Carolina           Distribution warehouse        190,000    Leased
     Brownsville, Texas    Distribution warehouse         15,000    Leased
     Fountain Inn, S.                                                   
     Carolina              Heat treating services         77,400     Leased
     Reidsville, N.                                                     
     Carolina              Heat treating services         53,500     Leased
     Morristown,                                                        
     Tennessee             Heat treating services         24,200     Owned
     Conyers, Georgia      Heat treating services         18,700     Leased
     Charlotte, N.                                                      
     Carolina              Administrative offices          3,400     Leased
     
       -9-
     
     Item 3.  Legal Proceedings
     
     From time to time, the Company is named a defendant in legal
     actions arising out of the normal course of business.  The
     Company is not a party to any pending legal proceeding the
     resolution of which the management of the Company believes will
     have a material adverse effect on the Company's results of
     operations or financial condition or to any other pending legal
     proceedings other than ordinary, routine litigation incidental
     to its business.  The Company maintains liability insurance
     against risks arising out of the normal course of business.
     
     The Company has been designated, along with others, as a
     potentially responsible party under Comprehensive Environmental
     Response, Compensation and Liability Act of 1980, or comparable
     state statutes, at one site. Based on the facts currently known
     to the Company, management expects that those costs to the
     Company of remedial actions at the site where it has been named
     a potentially responsible party will not have a material
     adverse effect on the Company's results of operations or
     financial condition.
     
     Item 4.  Submission of Matters to a Vote of Security Holders
     
     Not applicable.

       -10-
     
                                PART II
                                   
     Item 5.  Market for Common Equity and Related Stockholder
     Matters
     
     As of  December 31, 1996, there were 145 shareholders of record
     of the Company's common stock.  However, the Company believes
     that it has a significantly higher number of shareholders
     because of the number of shares that are held by nominees.
     
     The Company's common stock is traded in the over-the-counter
     market and quoted on the National Association of Securities
     Dealers Automated Quotation System - National Market System
     ("NASDAQ").  Its trading symbol is "ROCK".  The following table
     sets forth the high and low sales prices per share for the
     Company's common stock for each quarter of 1996 and 1995:
     
     
          1996                   High           Low
          Fourth Quarter       $ 26 1/4       $ 21
          Third Quarter          23 1/4         16 1/2
          Second Quarter         22             15
          First Quarter          15 3/4         12 1/8
                                           
          1995                             
          Fourth Quarter       $ 13 1/2       $ 10
          Third Quarter          14 1/4         12 3/4
          Second Quarter         13 1/2         10 1/2
          First Quarter          11 1/4         10 1/2
     
     The Company has never paid cash dividends on its common stock
     and it is currently the Company's policy to invest earnings in
     the future development and growth of the Company.

       -11-
     
 Item 6.     Selected Financial Data

 (in thousands, except share and per share data)
Year Ended December 31, 1996 1995 1994 1993 1992 Net Sales $ 342,974 $ 282,833 $ 200,142 $ 167,883 $ 145,680 Income from operations 30,617 20,368 16,179 12,934 10,454 Interest expense 3,827 3,984 1,374 1,621 1,873 Income before income taxes 26,790 16,384 14,805 11,513 8,581 Income taxes 10,815 6,662 5,996 6,300 339 Net income 15,975 9,722 8,809 5,213 8,242 Net income per share $ 1.42 $ .96 $ .87 Weighted average shares outstanding 11,260,956 10,163,817 10,162,900 Pro forma net income (a) $ 7,337 $ 5,853 Pro forma net income per share $ .72 $ .58 Pro forma weighted average shares outstanding (b) 10,162,900 10,162,900 Current assets $ 109,526 $ 86,995 $ 70,552 $ 50,502 $ 44,941 Current liabilities 40,853 29,480 22,028 21,905 26,111 Total assets 222,507 167,423 126,380 92,868 83,407 Total debt 49,841 59,054 38,658 14,179 26,313 Shareholders' equity 121,744 70,244 60,396 51,587 38,010 Capital expenditures $ 15,477 $ 14,504 $ 16,171 $ 10,468 $ 5,750 Depreciation and amortization 6,246 4,538 3,445 3,399 3,226 (a) Pro forma net income assumes that all of the Company's subsidiaries had been subject to income taxation as C Corporations during periods prior to the Company's initial public offering in November 1993. (b) Pro forma weighted average number of common shares was computed assuming the Company's initial public offering occurred at the beginning of each year.
-12- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Year Ended 1996 Compared to Year Ended 1995 Net sales increased by $60.1 million, or 21%, to a record $343.0 million in 1996 from $282.8 million in 1995. This increase primarily resulted from including twelve months of net sales of Hubbell Steel (acquired April 1995) for 1996 compared to nine months in 1995, including net sales of CCHT (acquired February 14, 1996) and sales growth at existing operations. Cost of sales increased by $41.3 million, or 17%, to $281.7 million in 1996 from $240.3 million in 1995. As a percentage of net sales, cost of sales decreased to 82% of net sales from 85%. This decrease was primarily due to higher margins attributable to CCHT sales and lower raw material costs at other operations. Selling, general and administrative expense increased by $8.5 million, or 39%, to $30.6 million in 1996 from $22.1 million in 1995. As a percentage of net sales, selling, general and administrative expense increased to 8.9% from 7.8 % in 1995 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 decreased by $.2 million primarily due to lower interest rates in 1996 compared to 1995 which were partially offset by higher average borrowings resulting from higher inventory levels to service increased sales and capital expenditures. As a result of the above, income before taxes increased by $10.4 million, or 64%, to a record $26.8 million in 1996 from $16.4 million in 1995. Income taxes approximated $10.8 million in 1996, an effective rate of 40.4% in comparison with 40.7% for 1995. Year Ended 1995 Compared to Year Ended 1994 Net sales increased by $82.7 million, or 41%, to $282.8 million in 1995 from $200.1 million in 1994. This increase includes $63.2 million in net sales of Hubbell since the acquisition at the beginning of the second quarter. The remaining net sales increase was attributable to sales growth from existing operations and new operations begun during 1995. Cost of sales increased by $73.9 million, or 44%, to $240.3 million in 1995 from $166.4 million in 1994. As a percentage of net sales, cost of sales increased to 85% of net sales from 83.2%. This increase was primarily due to lower margins attributable to sales from Hubbell and lower margins generated by startup operations. Selling, general and administrative expense increased by $4.6 million, or 26%, to $22.1 million in 1995 from $17.5 million in 1994. As a percentage of net sales, selling, general and administrative expense decreased to 7.8% from 8.8% in 1994 primarily as a result of the lower costs as a percentage of sales attributable to Hubbell. -13- Interest expense increased by $2.6 million primarily as a result of the Hubbell acquisition which resulted in higher average borrowings, in addition to higher interest rates compared to 1994 and additional borrowings resulting from higher inventory levels to service increased sales and capital expenditures. As a result of the above, income before taxes increased by $1.6 million, or 11%, to $16.4 million in 1995 from $14.8 million in 1994. Income taxes approximated $6.7 million in 1995, an effective rate of 40.7% in comparison with 40.5% for 1994. Liquidity and Capital Resources During 1996, the Company increased working capital by 19.4% to $68.7 million. Long term debt was reduced to $48.6 million and to 28.5% of total capitalization. Additionally, shareholders' equity increased by 73.3% to $121.7 million at December 31, 1996. The Company's principal capital requirements are to fund its operations including working capital requirements, the purchase and funding of improvements to its facilities, machinery and equipment and to fund acquisitions. Net cash provided by operations of $13.6 million resulted primarily from net income of $16.0 million and depreciation of $6.2 million offset by the net increase in inventory and payables of $7.8 million to support record sales. Net proceeds of the public offering of $34.4 million were used to repay debt of $23.7 million incurred for the acquisition of CCHT. Significant capital expenditures included the completion of the installation of a new slitting line and 45,000 square foot of production and storage space at a Buffalo, New York facility and the construction relating to the new cold rolling mill expansion at the Cleveland, Ohio facility. During 1996, the Company extended the expiration date of its $125 million credit facility to November 17, 2000. This facility may be converted to a four year amortizing loan at any time prior to expiration. At December 31, 1996, the Company had borrowings of $43 million and additional availability of $82 million. The Company believes that availability under its credit facility, together with funds generated from operations, will be more than sufficient to provide the Company with the liquidity and capital resources necessary to fund its anticipated working capital requirements, acquisitions and capital expenditure commitments for the next twelve months. The Company believes that environmental issues will not require the expenditure of material amounts for environmental compliance in the future. -14- Company Responsibility For Financial Statements The accompanying consolidated financial statements of Gibraltar Steel Corporation have been prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with generally accepted accounting principles and include amounts based on management's best estimates and judgments. Financial information elsewhere in this Annual Report is consistent with that in the consolidated financial statements. The Company has established and maintains a system of internal control designed to provide reasonable assurance that assets are safeguarded and that the financial records reflect the authorized transactions of the Company. The financial statements have been audited by Price Waterhouse LLP, independent accountants. As part of their audit of the Company's 1996 financial statements, Price Waterhouse LLP considered the Company's system of internal control to the extent they deemed necessary to determine the nature, timing and extent of their audit tests. The Board of Directors pursues its responsibility for the Company's financial reporting through its Audit Committee, which is composed entirely of outside directors. The independent accountants have direct access to the Audit Committee, with and without the presence of management representatives, to discuss the results of their audit work and their comments on the adequacy of internal accounting controls and the quality of financial reporting. Brian J. Lipke Chairman of the Board and Chief Executive Officer Walter T. Erazmus Executive Vice President and Chief Financial Officer -15- Item 8. Financial Statements and Supplementary Data Index to Financial Statements: Page Number Financial Statements: Report of Independent Accountants 17 Consolidated Balance Sheets at December 31, 1996 and 1995 18 Consolidated Statements of Income for the three years ended December 31, 1996 19 Consolidated Statements of Cash Flows for the three years ended December 31, 1996 20 Consolidated Statements of Shareholders' Equity for the three years ended December 31, 1996 21 Notes to Consolidated Financial Statements 22 Supplementary Data: Quarterly Unaudited Financial Data 32 -16- Report of Independent Accountants To the Board of Directors and Shareholders of Gibraltar Steel Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Price Waterhouse LLP Buffalo, New York January 17, 1997 -17- GIBRALTAR STEEL CORPORATION CONSOLIDATED BALANCE SHEET (in thousands, except share and per share data) December 31, ASSETS 1996 1995 Current assets: Cash and cash equivalents $ 5,545 $ 4,123 Accounts receivable 40,106 35,634 Inventories 62,351 45,274 Other current assets 1,524 1,964 Total current assets 109,526 86,995 Property, plant and equipment, net 88,670 67,275 Other assets 24,311 13,153 $ 222,507 $ 167,423 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 35,397 $ 25,845 Accrued expenses 4,238 2,421 Current maturities of long-term debt 1,218 1,214 Total current liabilities 40,853 29,480 Long-term debt 48,623 57,840 Deferred income taxes 10,364 9,251 Other non-current liabilities 923 608 Shareholders' equity Preferred shares, $.01 par value; authorized: 10,000,000 shares; none outstanding - - Common shares, $.01 par value; authorized: 50,000,000 shares; issued and outstanding: 12,322,400 shares in 1996 and 10,173,900 in 1995 123 102 Additional paid-in capital 64,307 28,803 Retained earnings 57,314 41,339 Total shareholders' equity 121,744 70,244 $ 222,507 $ 167,423 The accompanying notes are an integral part of these financial statements. -18- GIBRALTAR STEEL CORPORATION CONSOLIDATED STATEMENT OF INCOME (in thousands, except share and per share data) Year Ended December 31, 1996 1995 1994 Net sales $ 342,974 $ 282,833 $ 200,142 Cost of sales 281,717 240,370 166,443 Gross profit 61,257 42,463 33,699 Selling, general and administrative expense 30,640 22,095 17,520 Income from operations 30,617 20,368 16,179 Interest expense 3,827 3,984 1,374 Income before taxes 26,790 16,384 14,805 Provision for income taxes 10,815 6,662 5,996 Net income $ 15,975 $ 9,722 $ 8,809 Net income per share $ 1.42 $ .96 $ .87 Weighted average number of shares outstanding 11,260,956 10,163,817 10,162,900 The accompanying notes are an integral part of these financial statements. -19- GIBRALTAR STEEL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) Year Ended December 31, 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 15,975 $ 9,722 $ 8,809 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 6,246 4,538 3,445 Provision for deferred income taxes 774 218 676 Undistributed equity investment income (528) (366) (505) Gain on disposition of property and equipment (4) (146) (37) Increase (decrease) in cash resulting from changes in (net of effects from acquisitions): Accounts receivable (1,225) 838 (6,451) Inventories (17,077) 17,979 (13,354) Other current assets 411 (503) (390) Accounts payable and accrued expenses 9,275 3,390 (497) Other assets (244) 70 (318) Net cash provided by (used in) operating activities 13,603 35,740 (8,622) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions, net of cash acquired (23,715) (20,859) - Purchases of property, plant and equipment (15,477) (14,504) (16,171) Proceeds from sale of property and equipment 775 317 173 Net cash used in investing activities (38,417) (35,046) (15,998) CASH FLOWS FROM FINANCING ACTIVITIES Long-term debt reduction (78,195) (64,527) (15,381) Proceeds from long-term debt 68,906 66,832 39,860 Net proceeds from issuance of common stock 35,525 - - Net cash provided by financing activities 26,236 2,305 24,479 Net increase (decrease) in cash 1,422 2,999 (141) Cash and cash equivalents at beginning of year 4,123 1,124 1,265 Cash and cash equivalents at end of year $ 5,545 $ 4,123 $ 1,124 The accompanying notes are an integral part of these financial statements. -20- GIBRALTAR STEEL CORPORATION CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (in thousands, except share data) Additional Common Shares Paid-in Retained Shares Amount Capital Earnings Balance at December 31, 1993 10,162,900 $ 102 $ 28,677 $ 22,808 Net income - - - 8,809 Balance at December 31, 1994 10,162,900 102 28,677 31,617 Net income - - - 9,722 Issuance of common shares to profit sharing plan 11,000 - 126 - Balance at December 31, 1995 10,173,900 102 28,803 41,339 Net income - - - 15,975 Public offering 2,050,000 20 34,370 - Issuance of common shares to profit sharing plan 11,000 - 184 - Stock options exercised 87,500 1 950 - Balance at December 31, 1996 12,322,400 $ 123 $ 64,307 $ 57,314 The accompanying notes are an integral part of these financial statements. -21- GIBRALTAR STEEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Gibraltar Steel Corporation and subsidiaries (the Company). Significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, checking accounts and all highly liquid investments with a maturity of three months or less. Inventories Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Accelerated methods are used for income tax purposes. The Company periodically evaluates the recoverability of its property, plant and equipment. Interest is capitalized in connection with construction of qualified assets. Under this policy, interest of $522,000, $683,000 and $361,000 was capitalized in 1996, 1995 and 1994, respectively. Other Assets Goodwill is amortized over 35 years. -22- Shareholders' Equity During June 1996, the Company sold 2,050,000 common shares, in a public offering, at $18 per share. The net proceeds of approximately $34.4 million were used to repay existing bank debt. In both December 1995 and July 1996, the Company issued 11,000 of its common shares as a contribution to one of its profit sharing plans. Interest Rate Exchange Agreements Interest rate swap agreements, which are used by the Company in the management of interest rate risk, are accounted for on an accrual basis. Amounts to be paid or received under interest rate swap agreements are recognized as interest expense or income in the periods in which they accrue. Swaps are not used for trading purposes. Income Taxes The financial statements of the Company have been prepared using the asset and liability approach in accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of other assets and liabilities. Earnings Per Share Net income per share is based upon the weighted average number of shares outstanding during the year. 2. ACQUISITIONS On April 3, 1995, the Company purchased all of the outstanding capital stock of Wm. R. Hubbell Steel Company (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 using purchase accounting with Hubbell and CCHT's results of operations included from the respective acquisition dates. The purchase price exceeded the fair market value of the net assets of Hubbell and CCHT by approximately $10 million and $11 million, respectively. -23- The following pro forma information presents the condensed results of operations of the Company as if the acquisitions had occurred at the beginning of each period presented. The pro forma amounts may not be indicative of the results that would have actually been achieved and are not necessarily indicative of future results. (in thousands, except per share data) Year Ended December 31, 1996 1995 (unaudited) Net sales $345,219 $321,737 Income before taxes $ 26,521 $ 18,870 Net income $ 15,797 $ 11,074 Net income per share $ 1.40 $ 1.09 3. ACCOUNTS RECEIVABLE Accounts receivable are expected to be collected within one year and are net of reserves for doubtful accounts of $698,000 and $491,000 for 1996 and 1995, respectively. 4. INVENTORIES Inventories at December 31 consist of the following: (in thousands) 1996 1995 Raw material $ 45,258 $ 28,307 Finished goods and work-in-process 17,093 16,967 Total inventories $ 62,351 $ 45,274 -24- 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, at cost less accumulated depreciation, at December 31 consists of the following: (in thousands) 1996 1995 Land and land improvements $ 2,978 $ 2,776 Building and improvements 29,145 24,031 Machinery and equipment 78,018 60,267 Construction in progress 7,894 5,135 118,035 92,209 Less accumulated depreciation and amortization 29,365 24,934 Total property, plant and equipment $ 88,670 $ 67,275 6. OTHER ASSETS Other assets at December 31 consist of the following: (in thousands) 1996 1995 Equity interest in partnership $ 3,292 $ 2,764 Goodwill, net 20,199 9,656 Other 820 733 Total other assets $ 24,311 $ 13,153 The Company's 26% partnership interest is accounted for using the equity method of accounting. The partnership provides a steel cleaning process called pickling to steel mills and steel processors, including the Company. -25- 7. DEBT Long-term debt at December 31 consists of the following: (in thousands) 1996 1995 Revolving credit notes payable $ 43,000 $ 51,000 Industrial Development Revenue Bond 6,190 7,333 Other debt 651 721 49,841 59,054 Less current maturities 1,218 1,214 Total long-term debt $ 48,623 $ 57,840 In December 1996, the Company extended the expiration date to November 17, 2000 on its $125,000,000 revolving credit facility, of which $82,000,000 was available on December 31, 1996. This credit facility has various interest rate options which are no greater than the bank's prime rate and may be converted by the Company to a four year amortizing loan at any time prior to expiration. In addition, the Company may enter into interest rate exchange agreements (swaps) to manage interest costs and exposure to changing interest rates. At December 31, 1996, the Company had one interest rate swap agreement outstanding that effectively converted $25,000,000 of floating rate debt to a fixed rate of 6.34% with a termination date of November 20, 2000 or 2002 at the option of the financial institution. At December 31, 1996, additional borrowings outstanding consisted of $18,000,000 with an interest rate of LIBOR plus a fixed rate. The weighted average interest rate of these borrowings was 6.15% at December 31, 1996. Borrowings are secured by accounts receivable, inventory, property, plant and equipment and other assets of the Company. In addition, the Company has an Industrial Development Revenue Bond payable in equal installments through May 2002, with an interest rate of LIBOR plus a fixed rate (6.05% at December 31, 1996), which financed the cost of its Tennessee expansion under a capital lease agreement. The cost of the facility and equipment equal the amount of the bond and includes accumulated amortization of $710,000. The agreement provides for the purchase of the facility and equipment at any time during the term of the lease at scheduled amounts or at the end of the lease in 2002 for a nominal amount. The aggregate maturities on long-term debt including lease purchase obligations for the five years following December 31, 1996 are as follows: 1997, $1,218,000; 1998, $1,224,000; 1999, $1,306,000; 2000, $2,054,000 and 2001, $11,909,000. The Company had no amounts outstanding under short-term borrowing for the year ended December 31, 1996 and 1995. The various loan agreements, which do not require compensating balances, contain provisions that limit additional borrowings and require maintenance of minimum net worth and financial ratios. The Company is in compliance with the terms and provisions of all its financing agreements. -26- Total cash paid for interest in the years ended December 31, 1996, 1995 and 1994 was $4,701,000, $4,715,000 and $1,345,000, respectively. 8. LEASES The Company leases certain facilities and equipment under operating leases. Rent expense under operating leases for the years ended December 31, 1996, 1995 and 1994 was $2,358,000, $1,693,000 and $824,000, respectively. Future minimum lease payments under these operating leases are $2,230,000, $1,273,000, $999,000, $714,000 and $701,000 for the years 1997, 1998, 1999, 2000 and 2001, respectively, and $2,016,000 thereafter through 2038. 9. EMPLOYEE RETIREMENT PLANS Non-union employees participate in various profit sharing plans. Contributions to these plans are funded annually and are based on a percentage of pretax income or amounts determined by the Board of Directors. Certain subsidiaries have multi-employer non-contributory retirement plans providing for defined contributions to union retirement funds. A supplemental pension plan provides defined pension benefits to certain salaried employees upon retirement. Net unfunded periodic pension costs of $307,000 were accrued under this plan since the inception of the plan and consisted primarily of service cost using a discount rate of 7.5%. Total expense for all plans was $1,066,000, $637,000 and $699,000 for the years ended December 31, 1996, 1995 and 1994, respectively. 10. OTHER POST-RETIREMENT BENEFITS The Company provides health and life insurance to substantially all of its employees, and to a number of retirees and their spouses from certain of its subsidiaries. A summary of the components of the net periodic post- retirement benefit cost charged to expense consists of the following: (in thousands) 1996 1995 1994 Service cost $ 76 $ 64 $ 53 Interest cost 109 98 72 Amortization of transition obligations 52 45 45 Net periodic post-retirement benefit cost $ 237 $ 207 $ 170 -27- The approximate unfunded accumulated post-retirement benefit obligation at December 31, consists of the following: (in thousands) 1996 1995 Retirees $ 468 $ 476 Other fully eligible participants 200 181 Other active participants 943 684 $ 1,611 $ 1,341 The accumulated post-retirement benefit obligation was determined using a weighted average discount rate of 7.5%. The medical inflation rate was assumed to be 10% in 1996, with a gradual reduction to 5% over five years. The effect of a 1% annual increase in the medical inflation rate would increase the accumulated post-retirement benefit obligation by approximately $286,000 and $217,000 and the annual service and interest costs by approximately $37,000 and $31,000 for 1996 and 1995, respectively. One of the Company's subsidiaries also provides post- retirement health care benefits to its unionized employees through contributions to a multi-employer health care plan. 11. INCOME TAXES The provision for income taxes consists of the following: (in thousands) 1996 1995 1994 Current tax expense Federal $ 8,774 $ 5,611 $ 4,275 State 1,267 833 1,045 Total current 10,041 6,444 5,320 Deferred tax expense Federal 670 198 740 State 104 20 (64) Total deferred 774 218 676 Total provision $ 10,815 $ 6,662 $ 5,996 -28- Deferred tax liabilities (assets) at December 31, consist of the following: (in thousands) 1996 1995 Depreciation $ 9,026 $ 7,560 Inventory method change 1,752 1,989 Other 1,034 1,168 Gross deferred tax liabilities 11,812 10,717 State taxes (528) (450) Other (1,187) (962) Gross deferred tax assets (1,715) (1,412) Net deferred tax liabilities $ 10,097 $ 9,305 The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income from continuing operations as a result of the following differences: (in thousands) 1996 1995 1994 Statutory U.S. tax rates $ 9,376 $ 5,734 $ 5,182 Increase (decrease) in rates resulting from: State and local taxes, net 891 554 638 Other 548 374 176 $ 10,815 $ 6,662 $ 5,996 Total cash paid for income taxes in the years ended December 31, 1996, 1995 and 1994 was $9,639,000, $6,250,000 and $6,100,000, respectively. 12. COMMITMENTS AND CONTINGENCIES The Company is a party to certain claims and legal actions generally incidental to its business. Management does not believe that the outcome of these actions, which is not clearly determinable at the present time, would significantly affect the Company's financial condition or results of operations. -29- 13. STOCK OPTIONS The Company applies APB Opinion 25 and related Interpretations in accounting for its stock option plans. Accordingly, no compensation cost has been recognized for its non-qualified stock option plan and its incentive stock option plan as stock options granted under these plans have an exercise price equal to 100% of the market price on the date of grant. No compensation cost has been charged against income for its restricted stock plan as no awards have been granted under this plan. If the compensation cost for these plans had been determined based on the fair value at the grant dates for awards consistent with the method of FASB Statement 123, there would have been no effect on the Company's net income and earnings per share in 1995. The pro forma effect for 1996 is indicated below: Net Income Net Income Per Share As reported $15,975 $1.42 Pro forma $15,890 $1.41 Non-Qualified Stock Option Plan: The Company's Non-Qualified Stock Option Plan provides grants to officers, employees, non-employee directors and advisers to acquire an aggregate of 400,000 common shares at an exercise price equal to 100% of the market price on the date of grant. The options may be exercised in cumulative annual increments of 25% commencing one year from the date of grant and expire ten years from date of grant. There were 200,000 shares granted which were outstanding as of December 31, 1996 and 1995 under the Company's Non- Qualified Stock Option Plan, with a weighted-average exercise price of $10.75. The Company did not grant options under the plan in either 1996 or 1995. As of December 31, 1996 and 1995, 137,500 shares and 87,500 shares were exercisable, respectively. The 200,000 shares outstanding at December 31, 1996 have a weighted-average remaining contractual life of 7.3 years. Incentive Stock Option Plan: The Company's Incentive Stock Option Plan provides grants to officers and other key employees to acquire an aggregate of 600,000 common shares at an exercise price of not less than 100% of the market price on the date of grant. The options may be exercised in cumulative annual increments of 25% commencing one year from the date of grant and expire ten years from date of grant. The fair value of each option granted in 1996 and 1995 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions for 1996 and 1995, respectively; risk-free interest rates of 6.64 and 5.70 percent; dividend yield of 0 percent for both years; expected lives of 5 years for both years; and volatility of 38 and 36 percent. The weighted average fair value of options granted during 1996 and 1995 were $7.44 and $4.56, respectively. -30- A summary of the status of the Company's Incentive Stock Plan as of December 31, 1996 and 1995, and changes during the years ending on those dates is presented below: 1996 1995 Options Weighted- Options Weighted- Outstanding Average Outstanding Average Exercise Exercise Price Price Beginning of year 270,000 $ 10.81 197,500 $ 10.72 Granted 173,750 16.75 75,000 11.00 Exercised (87,500) 10.87 - - Forfeited - - (2,500) 10.00 End of year 356,250 $ 13.69 270,000 $ 10.81 Options exercisable at year-end 64,375 $ 10.77 84,375 $ 10.84 The following table summarizes information about Incentive Stock Options outstanding at December 31, 1996:
Options Outstanding Options Exercisable Range of Number Weighted- Weighted- Number Weighted- Exercise Outstanding Average Average Exercisable Average Prices at 12/31/96 Remaining Exercise at 12/31/96 Exercise Contractual Price Price Life $10 - $11 182,500 8.0 years $ 10.77 64,375 $ 10.77 $16.75 173,750 9.5 years 16.75 - - 356,250 8.7 years $ 13.69 64,375 $ 10.77
Restricted Stock Plan: The Company's Restricted Stock Plan reserved for issuance 100,000 common shares for the grant of restricted stock awards to employees at a purchase price of $.01 per share. No awards have been granted under this plan. -31- QUARTERLY UNAUDITED FINANCIAL DATA (in thousands, except per share data) 1996 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Net Sales $82,034 $86,476 $87,994 $86,470 Gross Profit 14,029 15,867 15,979 15,382 Net Income 3,334 4,155 4,414 4,072 Net Income Per Share $ .33 $ .40 $ .36 $ .33 1995 Quarter Ended March 31 June 30 Sept. 30 Dec. 31 Net Sales $58,765 $76,337 $74,691 $73,040 Gross Profit 10,186 11,240 10,019 11,018 Net Income 2,677 2,804 2,002 2,239 Net Income Per Share $ .26 $ .28 $ .20 $ .22 -32- Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Information regarding directors and executive officers of the Company is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the Company's 1996 fiscal year. Item 11. Executive Compensation Information regarding executive compensation is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the Company's 1996 fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management Information regarding security ownership of certain beneficial owners and management is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the Company's 1996 fiscal year. Item 13. Certain Relationships and Related Transactions Information regarding certain relationships and related transactions is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the company's 1996 fiscal year. -33- PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) (1) Financial Statements: Page Number Report of Independent Accountants 17 Consolidated Balance Sheets at December 31, 1996 and 1995 18 Consolidated Statements of Income for the three years ended December 31, 1996 19 Consolidated Statements of Cash Flows for the three years ended December 31, 1996 20 Consolidated Statements of Shareholders' Equity for the three years ended December 31, 1996 21 Notes to Consolidated Financial Statements 22 (2) Supplementary Data Quarterly Unaudited Financial Data 32 (3) Exhibits The exhibits to this Annual Report on Form 10-K included herein are set forth on the attached Exhibit Index beginning on page 36. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the three month period ended December 31, 1996. -34- SIGNATURES Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GIBRALTAR STEEL CORPORATION By /x/ Brian J. Lipke Brian J. Lipke President, Chief Executive Officer and Chairman of the Board In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /x/ Brian J. Lipke President, Chief Executive Officer Brian J. Lipke and Chairman of the Board January 24, 1997 /x/ Walter T. Erazmus Treasurer and Chief Financial Officer Walter T. Erazmus (principal accounting officer) January 24, 1997 /x/ Neil E. Lipke Director Neil E. Lipke January 24, 1997 /x/ Gerald S. Lippes Director Gerald S. Lippes January 24, 1997 /x/ Arthur A. Russ, Jr. Director Arthur A. Russ, Jr. January 24, 1997 /x/ David N. Campbell Director David N. Campbell January 24, 1997 /x/ William P. Montague Director William P. Montague January 24, 1997 -35- Exhibit Index Exhibit Sequentially Number Numbered Page 3.1 Certificate of Incorporation of Registrant (incorporated by reference to the same exhibit number to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 3.2 By-Laws of the Registrant (incorporated by reference to the same exhibit number to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 4.1 Specimen Common Share Certificate (incorporated by reference to the same exhibit number to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 10.1 Partnership Agreement of Samuel Pickling Management Company dated June 1, 1988 between Cleveland Pickling, Inc. and Samuel Manu-Tech, Inc. (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 10.2 Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co. and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 10.3 Lease dated December 1, 1987 between American Steel and Wire Corporation as Lessor and Gibraltar Strip Steel, Inc., as Lessee, and related Service Agreement as amended by an Amendment to Lease and Amendment to Service Agreement dated February 1, 1992 (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 10.4 Lease dated September 1, 1990 between Erie County Industrial Development Agency and Integrated Technologies International, Ltd. (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1(Registration No. 33-69304)) 10.5 Lease dated June 4, 1993 between Buffalo Crushed Stone, Inc. and Gibraltar Steel Corporation (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) -36- Exhibit Sequentially Number Numbered Page 10.6* Employment Agreement dated as of November 1, 1993 between the Registrant and Brian J. Lipke (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 10.7 Gibraltar Steel Corporation Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1(Registration No. 33-69304)) 10.8 Agreement dated June 29, 1992 for Adoption by Gibraltar Steel Corporation of Chase Lincoln First Bank, N.A. (now Chase Manhattan Bank, N.A.) Non-Standardized Prototype 401(k) Retirement Savings Plan (incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1(Registration No. 33-69304)) 10.9* Gibraltar Steel Corporation Incentive Stock Option Plan (incorporated by reference to Exhibit 10.18 to the Company's Registration Statement on Form S-1(Registration No. 33-69304)) 10.10* Gibraltar Steel Corporation Incentive Stock Option Plan, Second Amendment and Restatement (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 10.11* Gibraltar Steel Corporation Restricted Stock Plan (incorporated by reference to Exhibit 10.19 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 10.12* Gibraltar Steel Corporation Non-Qualified Stock Option (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304)) 10.13* Gibraltar Steel Corporation Non-Qualified Stock Option Plan, First Amendment and Restatement (incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 10.14* Gibraltar Steel Corporation Profit Sharing Plan dated August 1, 1984, as Amended April 14, 1986 and May 1, 1987 (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1(Registration No. 33-69304)) -37- Exhibit Sequentially Number Numbered Page 10.15 Tax Indemnification Agreement dated as of November 5, 1993 among the Registrant, Brian J. Lipke, Curtis W. Lipke, Neil B. Lipke, Eric R. Lipke, Meredith A. Lipke, Bonneville Trust of December 31, 1987 f/b/o Brian J. Lipke, Corvette Trust of December 31, 1987 f/b/o Curtis W. Lipke, Nova Trust of December 31, 1987 f/b/o Neil E. Lipke, Electra Trust of December 31, 1987 f/b/o/ Eric R. Lipke, Monza Trust of January 22, 1988 f/b/o Meredith A. Lipke, Bonneville Trust No. 2 of August 15, 1988 f/b/o Brian J. Lipke, Corvette Trust No. 2 of August 15, 1988 f/b/o Curtis W. Lipke, Nova Trust No. 2 of August 15, 1988 f/b/o Neil E. Lipke, Electra Trust No. 2 of August 15, 1988 f/b/o Eric R. Lipke, Monza Trust No. 2 of February 15, 1988 f/b/o Meredith A. Lipke (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993) 10.16 Agreement and Plan of Exchange and Reorganization dated October 31, 1993 among the Registrant, Estate of Kenneth E. Lipke, Bonneville Trust of December 31, 1987 f/b/o Brian J. Lipke, Corvette Trust of December 31, 1987 f/b/o Curtis W. Lipke, Nova Trust of December 31, 1987 f/b/o Neil E. Lipke, Electra Trust of December 31, 1987 f/b/o Eric R. Lipke, Monza Trust of January 22, 1988 f/b/o Meredith A. Lipke, Bonneville Trust No. 2 of August 15, 1988 f/b/o Brian J. Lipke, Corvette Trust No. 2 of August 15, 1988 f/b/o Curtis W. Lipke, Nova Trust No. 2 of August 15, 1988 f/b/o Neil E. Lipke, Electra Trust No. 2 of August 15, 1988 f/b/o Eric R. Lipke, Monza Trust No. 2 of February 15, 1988 f/b/o Meredith A. Lipke (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993) 10.17 Credit Agreement dated as of November 10, 1994 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Company's Current report on Form 8-K dated November 14, 1994) 10.18 Amendment Agreement, dated December 28, 1995, to Credit Agreement among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995) -38- Exhibit Sequentially Number Numbered Page 10.19 Amendment Agreement dated as of December 19, 41 1996 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, The Chase Manhattan Bank, Fleet Bank, Mellon Bank, N.A. and The Chase Manhattan Bank, as Administrative Agent 10.20 Bond Purchase Agreement dated June 16, 1994 among the Industrial Development Board of the County of Hamilton, Tennessee, Fleet Bank of New York and Gibraltar Steel of Tennessee (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 10.21* Gibraltar Steel Corporation 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. 33-87034)) 10.22* First Amendment, dated January 20, 1995, to Gibraltar Steel Corporation 40l(k) Plan (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994) 10.23 Agreement dated April 24, 1994 between Gibraltar Metals Division and International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) and its Amalgamated Local No. 55 (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994) 10.24 Agreement dated July 31, 1996 between Gibraltar 50 Strip and Strapping Division and the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) and its Amalgamated Local No. 55 10.25 Lease dated January 11, 1996 between Turn Key Warehousing, Inc., as Lessor and Gibraltar Metals, a division of Gibraltar Steel Corporation of New York, as Lessee (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 10.26 Stock Purchase Agreement dated as of April 3, 1995 among Gibraltar Steel Corporation of New York, Albert Fruman, Marshall Fruman, Lee Fruman, Dale Fruman and William R. Hubbell Trust U/A dated July 20, 1990 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 3, 1995) -39- Exhibit Sequentially Number Numbered Page 10.27 Lease dated November 2, 1992 between MGI Properties and Mill Transportation Company, as modified by Lease Extension and Modification Agreement dated as of July 24, 1995 between MGI Holdings, Inc. and Mill Transportation Company (incorporated by reference to Exhibit 10.24 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 10.28 Real Property Lease Agreement dated February 14, 1996 between Blacksmith Leasing and Carolina Commercial Heat Treating, Inc.(incorporated by reference to Exhibit 10.25 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 10.29 Real Property Lease Agreement dated February 14, 1996 between Blacksmith Leasing and Carolina Commercial Heat Treating, Inc. (incorporated by reference to Exhibit 10.26 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 10.30 Lease dated as of August 12, 1995 between John W. Rex and Carolina Commercial Heat Treating, Inc. (incorporated by reference to Exhibit 10.27 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) 21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979)) ________________________________ * Document is a management contract or compensatory plan or arrangement -40-
                   AMENDMENT AGREEMENT NO. 7
                                                           Doc. 1

          Amendment Agreement No. 7 dated as of December 19, 1996
by and between GIBRALTAR STEEL CORPORATION, a Delaware
corporation ("Company"), GIBRALTAR STEEL CORPORATION OF NEW YORK,
a New York corporation ("Borrower"), THE CHASE MANHATTAN BANK
(successor by merger to THE CHASE MANHATTAN BANK, N.A. and
CHEMICAL BANK) ("Chase"), FLEET BANK ("Fleet"), MELLON BANK, N.A.
("Mellon") (Chase, Fleet and Mellon shall collectively be
referred to herein as "Banks") and The Chase Manhattan Bank
(successor by merger to The Chase Manhattan Bank, N.A. and
Chemical Bank), as Administrative Agent for the Banks
("Administrative Agent").

     A.   Preliminary Statement

          Company, Borrower, the Banks and the Administrative
Agent are parties to a Credit Agreement dated November 10, 1994,
as amended from time to time including, without limitation, the
following amendments: letter agreement dated November 28, 1994;
letter agreement dated May 9, 1995; Certificate and Modification
to Credit Agreement dated April 3, 1995; Amendment Agreement
dated as of July 18, 1995; Amendment Agreement dated as of
December 28, 1995; Credit Agreement Amendment dated as of
February 14, 1996; and Amendment Agreement dated May 30, 1996
("Credit Agreement").  Company, Borrower, the Banks and the
Administrative Agent desire to amend the Credit Agreement to
extend the Termination Date and amend certain other provisions
thereof.

          All capitalized terms used but not otherwise defined in
this Amendment Agreement shall have the meanings set forth in the
Credit Agreement.

     B.   Amendment

          1.   The definition "Collateral Documents" in the
Credit Agreement is hereby amended to add the following language
at the end of such definition:

               ", as such agreements may be amended from time to
          time."

          2.   The definition "Credit Pricing Agreement" in the
Credit Agreement is hereby deleted in its entirety and the
following is inserted in its place:

               "'Credit Pricing Agreement' - The Agreement dated
          November 10, 1994, among the Company, the Borrower, the
          Banks and the Administrative Agent setting forth the
          pricing with respect to the Revolving Credit and the
          Term Credit, as such agreement may be amended, replaced
          or restated from time to time."

       -41-

          3.   The definition "Guaranty" in the Credit Agreement
is amended to insert "or Section 6.9" after the words "Section
3.1 d".

          4.   The definition "Security Agreement" in the Credit
Agreement is amended to insert "or Section 6.9" after the words
"Section 3.1 e".

          5.   The definition "Termination Date" in the Credit
Agreement is hereby deleted in its entirety and the following is
inserted in its place:

               "'Termination Date' - The maturity date of the
          Credit, which shall be initially November 17, 2000,
          which may be converted in accordance with Section 2.3
          hereof and may be shortened in accordance with Section
          2.11 or 7.2 hereof."

          6.   Section 2.10 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:

               "Facility Fee.  The Borrower shall pay to the
          Administrative Agent for the account of the Banks a per
          annum Facility Fee (based on a 360 day year) on the
          unused amount of the Commitments, which facility fee
          shall be payable quarterly, in arrears, on December 31,
          1996 and on the first day of each March, June,
          September and December thereafter to and including the
          Termination Date.  The Facility Fee shall be computed
          in accordance with the provisions of the Credit Pricing
          Agreement."

          7.  Section 5.8, clause (a) of the Credit Agreement is
hereby amended to delete the reference therein to "$500,000.00"
and insert in its place "$2,000,000.00".

          8.  Section 5.9, clause (a) of the Credit Agreement is
hereby amended to delete the reference therein to "$500,000.00"
and insert in its place "$1,000,000.00".

          9.  Section 6.3, clause (iii) of the Credit Agreement
is hereby deleted in its entirety and the following is inserted
in its place:

               "(iii) in addition to the guaranty
          permitted in accordance with clause (ii), the
          Company and/or the Borrower may guaranty
          obligations of any Subsidiary to Third
          Persons not to exceed $4,000,000.00 in the
          aggregate at any time."

       -42-

          10.  The following sentence is added to Section 6.4:

               "Borrower has not, and so long as this Agreement
          is in effect, will not, enter into any covenant or
          agreement with any other person or entity that
          prohibits the granting or existence of a lien in the
          personal or real property of Borrower in favor of the
          Administrative Agent, as administrative agent and for
          the benefit of the Banks."

          11.  Section 6.8, clause (iv) of the Credit Agreement
is hereby amended to delete the reference therein to
"$500,000.00" and insert in its place "$1,000,000.00".

          12.  Section 6.12 of the Credit Agreement is hereby
amended to delete the reference therein to "$1,000,000.00" and
insert in its place "five (5%) percent of the Company's Tangible
Net Worth on a Consolidated basis".

          13. Section 6.13 of the Credit Agreement is hereby
amended to delete the reference therein to "$3,000,000.00" and
insert in its place "$5,000,000.00".

          14. Section 6.14 of the Credit Agreement is hereby
deleted in its entirety and the words "Intentionally Omitted" are
inserted in its place.

          15. Section 6.15 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:

               "Interest Coverage Ratio. Permit, in the
          case of the Company on a Consolidated basis,
          the ratio of Earnings before Taxes and
          Interest plus depreciation (excluding Capital
          Expenditures made in connection with
          permitted acquisitions) and amortization
          minus Capital Expenditures to interest
          payable on Total Liabilities, calculated on
          an annual rolling basis of four fiscal
          quarters, to be less than (i) 2.7 to 1.0 as
          of the last day of any fiscal quarter from
          December 31, 1995 through December 31, 1996
          and (ii) 3.0 to 1.0 as of the last day of any
          fiscal quarter from March 31, 1997 and
          thereafter."

          16. Section 6.16 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:

       -43-

               "6.16 Tangible Net Worth.  Permit, in the case of
          the Company on a Consolidated basis, the Tangible Net
          Worth (a) as of the last day of any fiscal quarter to
          be less than $75,000,000 plus 50% of Cumulative Net
          Income (as defined below) and (b) as of any fiscal year
          end, to be less than the greater of (i) $75,000,000
          plus 50% of Cumulative Net Income and (ii) the Tangible
          Net Worth of the Company on a Consolidated basis as of
          the end of the prior fiscal year plus $10,000,000.
          Cumulative Net Income means net income of the Company
          on a Consolidated basis from June 30, 1996 through the
          end of the fiscal quarter for which the calculation of
          Tangible Net Worth is being made."

          17. Section 6.17 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:

               "Funded Debt/EBITDA.  Permit, in the case of the
          Company on a Consolidated basis, the ratio of Funded
          Debt (as defined below) to Earnings before Interest and
          Taxes plus depreciation and amortization as of the last
          day of any fiscal quarter, calculated on an annual
          rolling basis of four fiscal quarters, to be greater
          than the ratio stated below as of any fiscal quarter
          end during the corresponding periods set forth below:

             Period                          Ratio

          December 31, 1995 to and
          including December 30, 1996        3.0 to 1.0

          December 31, 1996 to and
          including December 30, 1997        3.0 to 1.0

          December 31, 1997 to and
          including December 30, 1998        2.75 to 1.0

          December 31, 1998 to and
          including December 30, 1999        2.25 to 1.0

          December 31, 1999 to and
          including December 30, 2000        2.0 to 1.0

               "Funded Debt" means debt for money borrowed which
          is bearing interest.  For the purposes of calculating
          this covenant, upon the consummation of a permitted
          acquisition, the 12 month historical Earnings before
          Interest and Taxes plus depreciation and amortization
          of the acquired entity shall be included in the
          calculation of the ratio, subject to the Banks' review

       -44-

          and approval, in their discretion, of such acquired
          entity's financial information."


          18. Section 6.18 of the Credit Agreement is hereby
amended to delete the reference therein to "1.5" and insert "2.0"
in its place.

          19.  A new Section 6.19 is hereby added to the Credit
Agreement as follows:

               "Net Operating Loss.  Permit, in the case of the
          Company on a consolidated basis, as of the end of any
          fiscal quarter a net operating loss."

          20.  Section 10.11 of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in its
place:

          "Release of Collateral.  Subject to the satisfaction
           of the following conditions, the Banks hereby
           agree to release the security and collateral agree-
           ments delivered in accordance with Section 3.1.e
           of this Agreement after the Administrative Agent's
           receipt of written request from the Company and
           Borrower to so release:

              (i) the execution and delivery by the
          Company and the Borrower to the
          Administrative Agent for the benefit of the
          Banks of a pledge and security agreement in
          form and content acceptable to the Majority
          Banks pledging to the Banks all of the issued
          and outstanding capital stock of the
          Subsidiaries held by such entities, together
          with the delivery to the Administrative Agent
          of the certificates evidencing the shares of
          such capital stock and appropriate stock
          powers;

               (ii) delivery to the Administrative
          Agent of executed releases and terminations
          of Fleet Bank's security interest in all of
          the personal and real property of Gibraltar
          Steel Corporation of Tennessee, such releases
          and terminations to be in form and content
          acceptable to the Majority Banks;

               (iii) as of the Release Date (as defined
          below), no Event of Default, or event which
          with notice, or lapse of time, or both, would
          constitute an Event of Default, shall exist;

       -45-

               (iv) the execution and delivery as of the Release
          Date by the Company and the Borrower
          to the Administrative Agent of a Compliance
          Certificate - Financial Covenants (based on
          the end of the fiscal quarter most recent
          to the Release Date) and Compliance
          Certificate - General;

               (v) the Banks shall have determined in
          their sole and absolute discretion that as of
          the Release Date there has been no material
          adverse change since the end of the fiscal
          quarter most recent to the request for the
          release of collateral to the financial
          condition, business, operations or properties
          of the Company or the Borrower, on a
          Consolidated basis, and that no conditions or
          circumstances exist that, with the passage of
          time, could reasonably be expected to cause
          such a material adverse change; and

               (vi)  the execution and delivery by the
          Company, Borrower and each Subsidiary to the
          Banks of an agreement which contains a
          covenant that provides that so long as any of
          the Indebtedness as defined in any Collateral
          Document remains outstanding and the
          Commitments have not been terminated, such
          entities will not, at any time, permit to
          exist any Lien in the assets or property
          (personal and real) of such entities other
          than the Permitted Encumbrances.

               "Release Date" as used in this Section
          10.11 means the date that the Administrative
          Agent on behalf of the Banks, delivers to the
          Company and Borrower documents evidencing the
          release of the security and collateral
          agreements in accordance with this Section
          10.11."

          21.  Section 7.1(j) of the Credit Agreement is deleted
in its entirety and the following is inserted in its place:

          "7.1(j) Collateral Documents.  Any Collateral Document
shall cease to be in full force and effect (other than pursuant
to Section 10.11 of this Agreement), or the occurrence of an
event of default or breach of any term, covenant or provision of
any Collateral Document."

        -46-

     C.   Extension Fee

          In consideration of the Banks entering into this
Amendment Agreement, upon execution hereof, Company and Borrower
shall pay to the Administrative Agent for the benefit of the
Banks $50,000.00 ("Extension Fee").  The Administrative Agent
shall distribute the Extension Fee to the Banks on a pro rata
basis.


     D.   Other Provisions

          1.   The Credit Agreement, except as specifically
modified by this Amendment Agreement, shall remain in full force
and effect and the Company and Borrower hereby reaffirm the
Credit Agreement as modified by this Amendment Agreement and all
documents executed and delivered to the Banks in connection with
the Credit Agreement and agrees that The Chase Manhattan Bank has
succeeded to all of the rights and benefits of The Chase
Manhattan Bank, N.A. and Chemical Bank under the Credit
Agreement, the Revolving Note dated December 28, 1995 in the
amount of $43,750,000.00 payable to the Chase Manhattan Bank,
N.A. and in the amount of $25,000,000.00 payable to Chemical
Bank, and all other documents executed in connection therewith.
In connection with this Amendment Agreement, the Borrower shall
execute and deliver to Chase a replacement Revolving Note in the
form Exhibit A attached hereto, which note replaces the Revolving
Notes executed and delivered to Chase and Chemical Bank dated
December 28, 1995.  All references in the Credit Agreement and
Collateral Documents to the Credit Agreement shall mean the
Credit Agreement as amended by this Amendment Agreement.

          2.   This Amendment Agreement may be executed in any
number of counterparts and by the parties hereto on separate
counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together
constitute one and the same agreement.

          3.   This Amendment Agreement shall only become
effective upon execution by all parties hereto and delivery by
the Borrower to the Administrative Agent of (i) corporate
certificates and resolutions from the parties hereto, (ii) an
Amendment and Reaffirmation Agreement or Security Agreement and
Unlimited Continuing Guaranty from each of the Company's direct
and indirect subsidiaries, (iii) a counsel opinion, (iv) an
amendment to the Intercreditor Agreement and Credit Pricing
Agreement, both dated as of November 10, 1994 among Chase, Fleet
Bank and the Administrative Agent, and (v) the Extension Fee, all
in form and content satisfactory to the Administrative Agent and
its counsel.

       -47-

          4.   Company and Borrower further represent and warrant
that, as of the date hereof, Company and Borrower have no claims
against the Banks or the Administrative Agent, and that there is
not existing any defense to, or counterclaim or set-off against
the enforcement of the Credit Agreement; and Company and Borrower
forever release any such claim existing on the date hereof which
Company and Borrower may have against the Banks or the
Administrative Agent.

          5.   The terms Administrative Agent and Banks as used
herein shall include the successors and assigns of those parties.

          6.   This Amendment Agreement shall be governed by and
construed under the internal laws of the State of New York, as
the same may from time to time be in effect, without regard to
principles of conflicts of laws.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement No. 7 to be executed and delivered by their
duly authorized officers all as of the date first set forth
above.

                         Administrative Agent:

                         THE CHASE MANHATTAN BANK (successor
                         by merger to THE CHASE MANHATTAN BANK,
                         N.A. and CHEMICAL BANK), as
                         Administrative Agent and a Bank

                         By: /x/ Thomas J. Button
                              Thomas J. Button
                              Vice President & Manager

         -48-

                         FLEET BANK, as a Bank


                         By: /x/ John J. Larry
                              John J. Larry
                              Vice President


                         MELLON BANK, N.A.


                         By: /x/ Sam S. Pepper, Jr.
                              Sam S. Pepper, Jr.
                              Vice President


                         Borrower:

                         GIBRALTAR STEEL CORPORATION OF NEW YORK

                         By: /x/ Walter T. Erazmus
                         Name:   Walter T. Erazmus
                         Title:  Vice President - Finance

                         Company:

                         GIBRALTAR STEEL CORPORATION

                         By: /x/ Walter T. Erazmus
                         Name:   Walter T. Erazmus
                         Title:  Vice President - Finance

        -49-

                                   
                               AGREEMENT
                                   
                            BY AND BETWEEN
                                   
                      GIBRALTAR STEEL CORPORATION
                     STRIP AND STRAPPING DIVISION
                                   
                                  and
                                   
                          INTERNATIONAL UNION
                           UNITED AUTOMOBILE
                             AEROSPACE AND
                             AGRICULTURAL
                           IMPLEMENT WORKERS
                           OF AMERICA  (UAW)
                                   
                               and   its
                                   
                              AMALGAMATED
                          LOCAL NO. 55  (UAW)
                                   
                             July 31, 1996
                                through
                             July 30, 1999
 
        -50-
                               AGREEMENT

      This  Agreement dated the 31th day of July, 1996, by and between
GIBRALTAR  STEEL CORPORATION, STRIP AND STRAPPING DIVISION,  with  its
principal  place  of business at 2555 Walden Avenue, Cheektowaga,  New
York,  hereinafter referred to as the "COMPANY" and the  INTERNATIONAL
UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS
OF  AMERICA (UAW) and its LOCAL No. 55, hereinafter referred to as the
"UNION."

                              WITNESSETH:
                               ARTICLE I
                                PURPOSE

1.1   Purpose of Agreement

      It  is  the intent and purpose of the parties hereto  that  this
Agreement   shall   foster,  promote  and   improve   the   industrial
relationship  between the Company and its employees and to  set  forth
herein   a   basic  agreement  covering  wages,  hours,  and   working
conditions,  and  other conditions of employment to  be  carried  out,
observed,  and  performed by the parties hereto.  NOW,  THEREFORE,  in
consideration of the covenants, agreements, understanding,  terms  and
conditions,  herein contained and in consideration of other  good  and
valuable  considerations,  it is hereby mutually  agreed  between  the
parties hereto as follows:

1.2   Bargaining Unit Employees

      The  Company  recognizes the Union as  the  sole  and  exclusive
representative for the purpose of collective bargaining  with  respect
to  wages, hours of employment and other conditions of employment  for
all production and maintenance employees, including truck drivers, but
excluding  all  office  clerical  employees,  professional  employees,
guards, and supervisors as defined in the Act.

                              ARTICLE II
                              RECOGNITION

2.1   Union Recognition

      The  Company  recognizes the Union as the  exclusive  collective
bargaining representative for the production and maintenance employees
of  the  Company  at  the  Company's  plant  at  2555  Walden  Avenue,
Cheektowaga, New York, and at any branch plant or subsidiary in  which
employees  as defined in this Article are employed in a plant  located
within a fifty (50) mile radius of the City Hall of Buffalo, New York,
in  which  the  operation  is  that of a steel  service  center  which
includes  either  sales, storage, distribution or  the  processing  of
steel  or metal products for use for manufacturing purposes by others,
or  which includes a plant in which there is a cold reducing mill,  or
for  any other purposes hereinafter incorporated in the operations  in
the   Gibraltar  Steel  Corporation  plant  in  the  locations  herein
described;  provided that if such plant is beyond such fifty (50) mile
radius  and  if operation is     discontinued at either the  Gibraltar
Steel Corporation plants or any other plant hereinafter opened, within
the terms of and covered by this Agreement, there will be preferential
hiring  of  such  new plant beyond such fifty (50) mile  radius.   The
employees covered by this Agreement shall include only those employees
for whom the Union is recognized as the exclusive bargaining agent.

2.2   Successor Clause

      This  agreement shall be binding upon the parties hereto,  their
successors, administrators, executors and assigns.  In the  event  the
entire operation or any part thereof is sold, leased, transferred,  or
taken  over  by  sale, transfer, lease, assignment,  receivership,  or
bankruptcy proceedings, such operation shall continue to be subject to
the  terms and conditions of this Agreement for the life thereof.   It
is  understood by this provision that the parties hereto shall not use
any  leasing  device  to  a third party to evade  the  contract.   The
employer shall give notice of the existence of this Agreement  to  any
purchaser,  transferee,  lessee,  assignee,  etc.,  of  the  operation
covered by the Agreement or any part thereof.  Such notice shall be in
writing  with  a  copy  to the Union prior to  the  time  the  seller,
transferor  or  lessor  executes a contract of transaction  as  herein
described.

      In  the  event  the  employer fails to give  the  notice  herein
required   and/or  fails  to  contractually  require  the   purchaser,
transferee, or lessee to assume the obligations of this contract,  the
employer shall be liable to the Union and to the employees covered for
all  damages  sustained  as  a  result  of  such  failure  to  require
assumption of the terms of this contract.

2.3  List of Supervisors and Union Representatives

      The  Company  shall  give to the Union a  list  of  supervisors,
including their names and titles and the Union likewise shall give the
Company a list of its representatives.

2.4  Conferences

      Conferences shall take place between the Union and  the  Company
for  the  discussion of any questions that either party  may  want  to
raise, at such times and places as may be agreed upon between them.

2.5  Overtime Representation

      For  the  purpose of overtime representation of employees,  when
more  than six (6) employees are scheduled to work overtime,  a  Union
Representative will be offered overtime work during such period in his
classification,  or on another job which he is able to  perform  in  a
satisfactory  manner,  if  there is no  Union  Representative  already
scheduled for work during the period of such overtime.

2.6  No Subcontracting

       The  Company agrees that it will not subcontract any production
and maintenance work if it has the facilities and machinery to perform
the job except in extenuating circumstances in which case it shall  be
mutually agreed to by the Company and the Union.  The Company  further
agrees  that  they  will  not  sell, lease  or  transfer  any  of  its
machinery,  equipment or facilities for the purpose of  subcontracting
bargaining unit work.

2.7  Union Bulletin Boards

      The Company shall furnish bulletin boards for the exclusive  use
of  the Union for the posting of officially signed notices.  The Union
agrees  that the use of bulletin boards will be limited to the display
of notices of Union meetings and functions.

 2.8 Supervision May Not Work

     Any foreman in the employ of the Company is to supervise only and
shall  not  perform work which is normally performed by production  or
maintenance  employees,  except  for the  purpose  of  instruction  or
demonstration, or in an emergency if no other employees are available.

2.9  Supremacy of the Agreement

      Unless otherwise specifically provided for in this Agreement, or
as  may  be subsequently mutually agreed upon between the Company  and
the Union, and so stipulated in writing:

(a)   The  Company shall not provide wages in excess of  the  Standard
Wage Scale for job classifications established and agreed upon.

(b)   The Company shall not provide fringe benefits in excess of those
established,   including  turkeys,  hams,  picnics,  parties,   gifts,
lotteries, drawings, etc., unless the Union is notified and  does  not
object to such on a non-precedent basis.

(c)   The  Company shall neither make non-profit arrangements with  an
employee,  or  group of employees, with respect to the terms  of  this
Agreement,  nor shall the Company request or accept a  waiver  of  the
contractual or legal rights of an employee.

                              ARTICLE III
                          COLLECTION OF DUES

3.1  Membership Cards

      The  Company  agrees  during the term of  this  Agreement,  upon
receipt  of  an  individual,  separate authorization  and  request  in
writing,  duly  executed  by a member of the  Union  pursuant  to  the
provisions of Section 302(c) of the Labor Management Relations Act  of
l947,   to   deduct  monthly  dues  and  such  initiation   fees   and
reinstatement fees as may be fixed by the Union pursuant to the  terms
of  said authorization to the extent permitted by said Act, and  remit
same  by  check  payable  to  Local Union  No.  55  U.A.W.   All  such
deductions shall be made from the employee's first pay for each  month
during  the  term of this contract and the full amount  collected  for
initiation  fees  and dues shall be forwarded to the Local  Union  not
later  than  the  twentieth  (20th) day of  the  month  in  which  the
collection was made.  In the event any payments made by the Company to
the Union are found to be erroneous, such erroneous payments shall  be
promptly refunded by the Union to the Company.

3.2   Membership in Union a Condition of Employment

      Employees  covered  by  the Agreement at  the  time  it  becomes
effective  and newly-hired employees who are covered by this Agreement
shall  be required, as a condition of continued employment, to  become
members  of  the Union on or before the fifth (5th) day following  the
thirtieth (30th) calendar day of such employment or the effective date
of this Agreement, whichever is the later.

 3.3   Termination of Employment for Failure to Pay Dues

     The Union shall accept into membership all employees hired by the
Company on the same terms and conditions generally applicable  to  the
members.  Employees to whom membership in the Union is denied or whose
membership is terminated by the Union by reason of the failure of such
employee  to  tender the periodic dues and initiation  fees  uniformly
required as a condition of acquiring or retaining membership shall not
be retained in the employ of the Company.

                              ARTICLE IV
                            REPRESENTATION

4.1  Representatives and Payment of Committeemen

        The   Union   shall   be  represented  by  (a)   International
Representatives, (b) Local Union Representatives, (c) a Shop Committee
of  four  (4),  one  of which shall be the Chairman  and  by  six  (6)
stewards,  two  (2) on each of the three (3) shifts.  One  Steward  on
each  shift  shall be selected from the Strip Department and  one  (1)
from   the  Strapping  Department.   The  Steward  for  the  Strapping
Department  shall be an employee who is classified as Recoiler,  Floor
Bander/Tow  Motor,  Table  Bander,  Pay  Off  Loader,  Line  Operator,
Oscillating Slitter Operator/Helper, or Strap Tow Motor.

       Stewards may be temporarily transferred from classification  to
classification  on  their  respective  shift(s)  but   will   not   be
transferred off the shift they represent.

      International and Local Union Representatives shall be permitted
access   to   the  plant,  upon  notification  to  the   Company   for
investigating  grievances or working conditions and/or  to  meet  with
representatives of Management.

4.2   Representatives May Leave Jobs for Union Activities

      Committeemen and/or stewards shall be permitted to  leave  their
jobs  for Union activities during working hours, upon notifying  their
foremen, who will arrange to provide a replacement within fifteen (15)
minutes  and thereupon the steward or committeeman may leave his  job.
The  Chairman of the Committee shall, however, be permitted  to  leave
his  job  immediately upon notification to the foreman for the purpose
of handling Union business at any of the plants of the Company.

4.3  Payment of Committeemen and Steward

     Committeemen and Stewards shall receive their regular hourly rate
of  pay  for  the  handling of grievances and  meetings  with  Company
Representatives  during  their regular  working  hours.   Committeemen
shall  also receive their regular pay for contract negotiations during
their  regular working hours.  In the event a Committeeman or  Steward
is  required to attend meetings with Management on a shift other  than
the shift on which he works, such Committeeman or Steward will be paid
for  all time spent at such meetings at his regular hourly rate if  he
opts to take equivalent time off from his next following shift.  If he
opts  to work his entire shift following the meeting, he shall be paid
at time and one-half his regular rate for the time spent attending the
meeting.
 
                               ARTICLE V
                          GRIEVANCE PROCEDURE

5.1  GRIEVANCE PROCEDURE

STEP 1.  Foreman's Disposition
      Any  employee having a grievance shall present it to his Steward
or  Committeeman  who will attempt to negotiate the  matter  with  the
Department  Foreman.  If the grievance is not satisfactorily  settled,
such  grievance  shall  be  reduced to  writing  on  triplicate  forms
provided by the Union.  The grievance shall be dated and signed by the
aggrieved employee and the Steward or Committeeman.  The Foreman shall
state  his  disposition in writing and reasons, therefore, within  one
(1)  work day after the written grievance has been presented  to  him,
unless additional time is mutually agreed to.  The Foreman shall  keep
one (1) copy of the grievance for his record.

Grievance Property of the Union
       After  the grievance has been signed by the aggrieved employee,
the   grievance   shall  become  the  property  of   the   Union   and
representatives  of  the  Company  shall  not  contact  the  aggrieved
employee relative to the grievance except in the presence of  a  Union
Representative.

STEP 2.  Plant Manager's Disposition
      If  the above step shall fail to secure satisfactory settlement,
the  grievance may be appealed to the Plant Manager by the  Committee.
If,  at  this  step, the grievance is not satisfactorily settled,  the
Plant  Manager  shall  state his disposition in  writing  and  reasons
therefor,  within two (2) work days from the time of  presentation  at
the meeting, unless an additional time is mutually agreed to.

STEP 3.  Disposition of Officers of the Company
      If  the above step shall fail to secure satisfactory settlement,
the  grievance  may be appealed to the officer of the Company  or  its
designated representatives and be processed by them and the accredited
representatives of the Union.  If, at this meeting, the  grievance  is
not satisfactorily settled, the Company shall state its disposition in
writing and reasons therefore within three (3) working days, excluding
Saturdays, Sundays, and Holidays from the time of presentation at  the
meeting.   In case of failure to answer the grievance within the  time
limitation,  as  stated in Step 3 (unless agreed to  extend  the  time
limit  in  writing by mutual agreement) the agreement  sought  by  the
aggrieved employee or Shop Committee as the case may be shall
be considered as the final adjustment to be effectuated.

The  Union  shall appeal Grievances to Arbitration within one  hundred
twenty-five (125) days following the Union's receipt of the  Company's
Third Step Grievance answer.  Grievances must be appealed by the Union
to Arbitration within the aforementioned one hundred twenty-five (125)
day  period  or such Grievances shall be considered withdrawn  without
precedent.












STEP 4.  Arbitration

     If Step 3 above shall fail to secure satisfactory settlement, the
Company and the Union may, by mutual agreement, request the Office  of
the  New  York State Board of Mediation to submit the name of a  Staff
Arbitrator who will arbitrate the grievance or grievances pending.  In
the  event  no  agreement  is reached, in the  selection  of  a  staff
arbitrator, as heretofore stated, the Union may make a request to  the
Office of the Federal Mediation and Conciliation Service for a Western
New  York  panel of nine (9) names from which an arbitrator  shall  be
selected,  either  by  mutual agreement or by each  party  alternately
striking off a name from the panel.  The remaining name shall  be  the
arbitrator who shall arbitrate the grievance or grievances pending.

   (a) The arbitrator shall fix and notify the parties of the time and
place for arbitration of the grievance.

   (b)  Any issue involving the interpretation or application  of  any
term  of  this  Agreement may be initiated by the  Union  directly  as
provided  for in Step 3 above.  Upon failure of the parties to  agree,
the Union may then appeal the issue to arbitration for a decision.

   (c)  The decision of the arbitrator shall be final and binding upon
both  parties, but he shall have no power either to add  to,  subtract
from,  or modify any of the terms, conditions or limitations  of  this
Agreement or any agreement supplementary hereto.

   (d)  All the costs and expenses of the arbitration shall be divided
equally between the Company and the Union.

5.2  Preliminary Meeting for Contemplated Discipline

     The Company agrees that when disciplinary action which may result
in  lost time is under consideration or being contemplated on the part
of  the Company toward any employee under the terms of this Agreement,
that  before such action is taken and while it is under consideration,
the  matter will be subject for discussion between the Company and the
Union.   It  is  the purpose and intent of this clause to  attempt  to
settle  all  such  matters  before  action  is  taken  in  order  that
discussion  after the act may not be necessary thereby conserving  the
time of both the Company and the Union.

5.3  Five (5) Work Days to File a Grievance on Discharge

      The Company may discharge an employee for just cause, subject to
Article  V-5.2.   When an employee is discharged, the  Chairman  or  a
member of the Shop Committee shall be given notice in writing.  Before
leaving  the  plant, the discharged employee shall have the  right  to
confer with the Union.  Any grievance relating to such discharge shall
be  taken  up  in accordance with Article V.  Such grievance  must  be
filed  in writing within five (5) working days from the time the Union
received  the written notice referred to in this Step or the discharge
shall  be  absolute  and not subject to the grievance  or  arbitration
provisions of this Agreement.







5.4  Evidence Before Arbitration

      In order that full and complete consideration be given on behalf
of  the  disciplined  employee, no evidence of any nature  whatsoever,
including  witnesses, written evidence, and/or photographs,  shall  be
introduced  by  the  Company at the arbitration hearing,  unless  such
evidence  has already been introduced and made available to the  Union
prior to the arbitration hearing.


5.5  Grievance Meetings Regarding Suspension and/or Discharge

      The  Company  shall meet with the Union at a  Step  3  Grievance
Meeting  on Suspension and/or Discharge within ten (10) work  days  of
the  Company's  receipt of the Grievance, unless the parties  mutually
agree to extend such time limit in writing.

      The parties failure to meet at a Step 3 Grievance Meeting within
the above referenced ten (10) work day time limit shall not constitute
automatic award of any requested Grievance Settlement.

                              ARTICLE VI
                         STRIKES AND LOCKOUTS

6.1  No Strike Clause

      The  Union and its members, individually and collectively agree,
that  they  will  not  cause or permit or take  part  in  any  strike,
suspension,  slow-up  or  stoppage of work during  the  term  of  this
Agreement, except:

   (a)  A  refusal  by the Company to comply with  the  terms  of  the
grievance procedure or any other terms of this Agreement.
  (b)  The Company refuses to comply with a decision of an Arbitrator.

6.2  No Lockout Clause

     The Company agrees that during the same term it will not cause or
sanction any lockout of its employees except:

  (a) A refusal by the Union to comply with the terms of the grievance
procedure.

  (b) The Union refuses to comply with a decision of an Arbitrator.

6.3  Unauthorized Strikes

       It  is  understood  and  agreed  that,  in  the  event  of  any
unauthorized  strike, suspension, slow-up or stoppage of  work  during
the term of this Agreement, there shall be no liability on the part of
the  International  Union,  Local  Union,  or  any  of  their  agents,
officers,  or members and the sole recourse and exclusive remedies  of
the  Company,  in such event, shall be those of a disciplinary  nature
against its employees who have so violated.  In the event any employee
or  group  of  employees participate in any deliberate curtailment  of
work  or  take  part  in any unauthorized strike, the  Union  and  its
officers  shall immediately attempt to prevail upon such employees  to
return  to  work.   Should  the Union be unsuccessful  in  immediately
terminating such work stoppage, the Company shall be free to take  any
disciplinary  action it deems necessary up to and including  dismissal
against any or all employees.
 
6.4  Right to Strike

      Notwithstanding the aforementioned provisions of this Article  -
Strikes  and Lockouts, the Union reserves the right to strike  if  the
Company:

   (a)  Refuses to bargain with the accredited representatives of  the
Union.

   (b) Refuses to admit accredited representatives of the Union to the
plant or shop premises as provided herein.

   (c)  Refuses  to  deduct  dues  and initiation  fees  and  to  make
contributions for Pension and Insurance premiums as provided herein.

  (d) Refuses to pay wages and vacation allowance as provided herein.

   (e)  Introduces new or changes existing classifications, production
standards, and/or rates of pay without the Union's approval as to  the
rates of pay relating thereto.

  (f) Introduces any new machines or methods of production without the
Union's approval as to the rates of pay relative thereto.

  (g) Refuses to correct safety or health hazards.

   (h)  No  strike shall be called by the Union as permitted  by  this
Article  nor  lockout  by  the Company as permitted  by  this  Article
without ten (10) calendar days prior notice to the other party.

                              ARTICLE VII
                               SENIORITY

7.1     Company-Wide   Seniority   and   Super-Seniority   for   Union
Representatives

  (a) Company-Wide Seniority
      Seniority shall be established on a Company-wide basis with each
employee's seniority determined as of his date of hire.

  (b) Super-Seniority for Union Representatives
      Employees  who are members of the Shop Committee  of  the  Local
Union  shall  head the seniority list in the Company at  the  time  of
layoff and recall.  The preferential seniority for members of the Shop
Committee shall be as follows:

     1.   Shop Chairman.
2.   Committeemen with the highest Company-wide seniority.
3.   Stewards with the highest Company-wide seniority in the area they
represent.

7.2  Bumping and Recall
     Three (3) Work Days Advance Notice of Layoff

      An  employee  who  is  laid off may displace  the  least  senior
employee in a  classification anywhere in the bargaining unit  on  the
shift of his choice, provided he is capable of doing the work.  As the
workforce  is  expanded,  an employee shall be  recalled  to  work  in
accordance  with Company-wide seniority and provided he is capable  of
doing  the  work.  Any employee accepting a lay- off in preference  to
exercising his seniority shall be laid off and shall await  recall  to
work  in  line with his Company-wide seniority.  Employees to be  laid
off  shall receive a minimum of three (3) work days advance notice  of
such layoff.

      Such  layoff notices shall be given no later than 7:00  A.M.  on
Wednesday so that the layoff shall take effect at the end of the shift
on  Friday  following  the Wednesday on which the  layoff  notice  was
given.   Bumping  may only be exercised at time of layoff.   Laid  off
employees  must  exercise the right to bump within 24 hours  from  the
time the notice was given so that at the end of the 3-day notice,  the
number  of  laid  off employees shall be the same  with-  out  further
layoff notice.

       When  a  shift/job is eliminated the affected  employee(s)  may
exercise   seniority  on  the  shift  of  their  choice   within   the
classification.

      Employees who have previously held a classification but have not
per-  formed work in the classification for a period of more than  one
(1)   year,   shall   be   provided  with   a   two-day   (16   hours)
refamiliarization at time of bump.  At the conclusion of  the  sixteen
hour period, employee must be able to fully perform the duties of  the
classification.

     The Union shall be given a copy of each layoff notice.

7.3  Lay Off Procedure

     When there is a decrease in the number of employees required in a
particular  job  classification,  the  following  procedure  will   be
followed:

   (a)  Probationary employees will be laid off the job classification
in which the layoff occurs.

   (b)  Should  there be any further decrease in such  classification,
employees  may  be laid off according to the seniority  provisions  of
this Agreement in sufficient numbers in order to maintain a forty (40)
hour work week in such classification.

  (c) When there is an increase in force after a layoff, the following
procedure shall be followed:

      All  employees  in  a classification will be  returned  to  work
according to seniority before the hours are increased above forty (40)
hours  per  week  in  the  classification.  This  shall  not  preclude
overtime work of an emergency nature in a portion of the workforce  to
complete the emergency or rush work.  However, no overtime work  shall
be  worked in a classification in which employees are laid off if such
overtime work totals forty (40) hours or more in a work week,  whereby
it  would have permitted a laid off employee to perform such work  had
he  been  recalled.  Prior to the aforementioned deviation,  the  Shop
Committee shall be notified of the nature of the job and the time  and
employees involved.

   (d)  Nothing  in  this  Section or in Section  7.4  shall  restrict
overtime in any classification other than the one in which the  layoff
occurs.

7.4 Recall Procedure

      When there is an increase in the number of employees required in
a  particular  job  classification, the following  procedure  will  be
followed:

   (a)  All  laid  off employees in such job classification  who  have
seniority  will be recalled to work according to seniority before  the
hours for such classification are increased above forty (40) hours per
week.

  (b) New employees will not be hired in such job classification until
all employees with seniority have been recalled.

    (c)  Any  employee  who  is  actively  employed  in  another   job
classification at the time he is recalled to either his  original  bid
classification or a subsequent bump classification, has the option  of
declining  his recall rights and remain in his present classification.
Any  employee who elects to decline his recall rights and  remains  in
his bump classification, relinquishes all further recall rights.  This
classification    will    now   become   the   employee's    permanent
classification.

   (d) Any remaining laid off employees shall be recalled in order  of
seniority to open classifications available provided they are  capable
of  doing  the  job.   Recalled employees shall  remain  in  this  job
classification until conditions allow the employee to be recalled to a
previous bump/bid classification.

  (e)     For the purpose of recalling employees back to work upon the
termination  of an authorized strike, employees shall be  recalled  in
strict  adherence with seniority, provided that they can  perform  the
work  that  is  necessary to be done.  Those who are  not  immediately
recalled   shall  be  recalled  as  jobs  open  in  line  with   their
ability/seniority.  All time lost as a result of the strike  shall  be
counted  as time worked for vacation purposes and all economic  fringe
benefits.

   (f)  Notices of recall to laid off employees having seniority shall
be  delivered  by  United States Registered Mail to the  last  address
given the Company by the employee.

7.5  Seasonal Employees

   (a)  Seasonal  employees may be hired between May 1 and  the  first
Monday  of September.  The hiring of seasonal employees shall  not  be
used  to circumvent the established rates in Schedule "C" but only  to
hire  legitimate seasonal employees as may be required  from  year  to
year.

   (b) Any seasonal employee who is retained after the first Monday of
September  shall  automatically become  a  regular  employee  and  his
seniority shall be retroactive to date of hire and be entitled to  all
benefits provided for in the Collective Bargaining Agreement.

   (c) A separate seniority list of seasonal employees shall remain in
effect  for only one (1) calendar year.  This listing does  not  carry
forward  to  the following calendar year and, therefore, the  seasonal
employees do not have any recall rights.

   (d) Those seasonal employees who have worked in prior years and are
rehired,  shall  be considered probationary employees,  in  accordance
with Article VII, 7.7 Seniority-Probationary Period.

   (e)  The  seasonal  employees shall receive the  rates  of  pay  in
accordance  with  Schedule  C  - Seasonal Employees  (including  shift
differential) immediately upon their hire or rehire.
 
   (f)  All seasonal employees are required to become members  of  the
Union.

   (g) Seasonal employees' rate of pay for the term of this Collective
Bargaining Agreement shall remain at $9.16 per hour.

  (h) Seasonal employees are entitled to all benefits provided in this
Collective  Bargaining  Agreement except those specifically  excluded,
limited or modified herein.

  1.    Seasonal employees shall receive Retirement Fund contributions
     during the period of their employment.
  
  2.    Seasonal  employees shall receive holiday pay only  for  those
     holidays which fall during the period of their employment.
  
  3.   Seasonal employees who have health insurance under a parents' or
     spouse's policy shall not be provided the hospital/medical portion of
     Welfare  Fund  benefits  if  such coverage  is  provided  by  the
     parent's/spouse's policy.  Seasonal employees shall  not  receive
     benefits under Article XII, 12.4 (b) following their termination of
     employment (3 months additional coverage).
  
  4.    Seasonal  employees shall not receive any vacation  allowance,
     prescription safety glass allowances, safety shoe allowance, jury duty
     pay, veterans leave or temporary military leave, or cost of living
     allowance.
  
  5.   Seasonal employees shall receive a modified bereavement leave as
     outlined  in Article VIII, 8.4 in the event of the death  of  the
     employee's mother, father, spouse or child.

  (i)  Seasonal employees will not be assigned to any vacant job.  The
Company  agrees  to post such vacancy and if there  is  no  successful
bidder, hire a permanent employee for the vacant position.

7.6   Creation of New Shift

      Where  it  is  necessary to establish or  expand  a  new  shift,
management  may  select according to seniority, experienced  employees
for  such purpose.  However, assignment to such shift shall be limited
to  fourteen  (14) calendar days.  The time limit may be  extended  by
mutual agreement.

7.7  Probationary Period

   (a)  All  new employees, and those rehired after a break  in  their
seniority as hereinafter provided shall be probationary employees  for
the  first  sixty   (60)  calendar  days  after  their  employment  or
rehiring.  During such probationary period, the Company may lay off or
discharge such employees as it may determine in its sole judgement.
   (b)  When  an  employee  is laid off prior  to  completion  of  his
probationary period, and the employee is recalled to work within sixty
(60) days from the date of his layoff, all days worked for the Company
prior  to the layoff date, shall be counted toward completion  of  the
probationary period.

7.8  Loss of Seniority

     An employee shall lose all seniority for the following reasons:

  (a)If the employee quits or retires.

  (b)If the employee is discharged for just cause.
   (c)If the employee refuses or fails to return to work within  three
(3)  days  after the Company has notified him to report  for  work  by
Registered   Mail  or  Certified  Mail  addressed  to  the  employee's
address  shown on the Company's records or if he fails to report   for
work after a leave of absence has expired, he shall be deemed    to be
a  voluntary quit, unless prevented by just reason or other  condition
beyond his control.

   (d)If  the  employee  is on continuous layoff for  thirty-six  (36)
months.

7.9  Seniority Lists

      Once every three (3) months, upon request by the Chairman of the
Committee,  the Company shall furnish a list of employees showing  the
continuous  service, rates of pay and classification of each  employee
covered  by  this Agreement.  The Company shall notify  the  Union  in
writing  on a weekly basis of any quits, discharges, layoffs,  recalls
and new hires.

7.10 Seniority When Transferred or Promoted Out of Bargaining Unit

      Any  employee who is a member of the Bargaining Unit and who  is
promoted to a position outside of the Bargaining Unit shall be  deemed
a quit.

7.11 Change of Address

      Employees  shall  notify the Company of any  change  of  address
within seven (7) days after such change shall have taken place.   Such
notice  shall  be  in  writing and delivered to the  Company's  office
either by United States Registered Mail or in person.

7.12 Job Posting

  (a)  When a new, permanent job is created or a permanent job vacancy
occurs  in  the bargaining unit, the job shall be posted for  two  (2)
consecutive work days.  However, the posting shall not occur more than
thirty  (30) days prior to the actual opening.  The opening  shall  be
filled  in order of seniority with first consideration being given  to
those  within the affected classification.  In all cases, the employee
must be able to perform the work.

         In  addition  to posting the job on the bulletin  board,  the
 Company,  on  the  same  day  shall forward  a  "job  bid"  form  (by
 registered  or  certified mail to the last known  address)  to  those
 employees on sick leave and employees who have signed an absentee  or
 sick  leave  bid.   To be considered a valid bid, the  form  must  be
 received  by  the  Company  within seven (7)  days  of  the  original
 posting.  The notice shall include a description of the job, together
 with the qualifications required of employees in order to fulfill the
 duties  of  such  job,  and shall state the  time  limit  for  filing
 applications.   Job  bids shall expire after an  employee  is  deemed
 qualified by the Company or six (6) months from date of posting which
 shall appear on the bid.

       Any  employee desiring such job, shall make written application
to  the  representative  of the Company or on forms  provided  by  the
Company.   Such  new  job  shall be awarded  in  accordance  with  the
seniority provisions of the contract within ten workdays after the job
has  been  posted.  An employee awarded a work opening may  refuse  to
accept the job if he is not transferred into such job within seventeen
(17)  work days from date of posting.  Should a job vacancy be awarded
to  an  employee  on  vacation, sick leave or leave  of  absence,  the
Company  shall fill the vacancy by temporary assignments,  until  such
time as the successful bidder returns to work.

   (b)   Employees (excluding sick leave employees) before leaving  on
vacation, Union leave, personal leave, jury duty, etc., shall, if they
desire, leave an absentee bid with the Company on jobs they would have
bid, if they were present.

   (c)  Absentee and sick leave bids shall be posted and will identify
the  employee who is on sick leave and is being replaced, and will  be
filled  in the same manner as stipulated herein.  The length  of  time
any  absentee  and  sick- leave bid remains in  effect  without  being
reposted shall be for the period of time the employee is on sick leave
or  nine  (9)  months,  whichever  occurs  first.   The  seniority  of
employees  accepting such bids shall be considered  secondary  to  all
employees  permanently  in the classification for  purposes  of  shift
transfer preference and lay off from the classification i.e. first  to
be   laid  off  from  the  classification,  last  to  exercise   shift
preference.  Employees accepting such bids shall revert back to  their
former  job classification when the employee on sick leave returns  to
work,  a  period of nine (9) months expires from the date of the  sick
leave posting or it is determined that the employee on sick leave will
be  unable to return to work.  In the event the employee on sick leave
is  determined to be unable to return to work, a permanent job opening
shall  then be posted and awarded according to the provisions  of  the
Agreement.

      Subsequent job openings created by employees accepting  absentee
or  sick leave bids shall be posted with first consideration given  to
the most senior capable bidder.

       The Company will, on a quarterly basis, inform the Union of the
known  status  of  the  employee on sick leave.   Employees  accepting
absentee  or  sick leave bids shall not be bound by the  bidding  time
limits as outlined in this paragraph 7.12 of Article VII.

   (d)  Any subsequent filling of absentee or sick leave bids shall be
re-posted and filled as outlined above.

  (e)  If a non-qualified employee is a successful bidder by virtue of
his  seniority, by mutual consent between the Company and  the  Union,
the  employee shall be given a seven (7) day trial period to determine
whether his capacity is such that he could become qualified within the
thirty  (30) day trial period.  Any employee who has been promoted  or
advanced and who proves incompetent, in the reasonable judgment of the
Company, within a thirty (30) day trial period, shall revert  back  to
his former job.  It is expressly understood, however, that the Company
is  not  required to keep an employee on the job to which he has  been
advanced,  promoted, or transferred, for such thirty (30)  day  period
if,  in the reasonable judgment of the Company, he proves incompetent,
his  performance indicates his continuance on his new job  will  cause
excessive  scrap  loss,  cause undue risk of  Company  property,  will
endanger  the  safety  of  fellow  employees,  or  other  evidence  of
incompetency.  In such case, the employee will be transferred  to  his
former  job.  If the Union claims that the judgment exercised  by  the
Company  upon  the  question of incompetency was not  reasonable,  the
Union  shall have recourse to the grievance procedure provided for  by
this  Agreement.  Any employee who is the successful bidder shall  not
be  eligible  to bid for one hundred twenty (120) days  including  his
trial period except for a higher-rated job.  An employee shall not  be
eligible  to  bid  on  a temporary posting while training  in  another
classification.   Employees  who are considered  not  eligible  to  be
awarded  a  bid  on  a  vacancy by virtue of the 120  day  restriction
outlined  herein,  will  be  offered  all  job  vacancies  before  new
employees  are  hired as a result of no bidders or successful  bidders
being  identified  from  the bargaining unit  providing  the  employee
signed the original job bid.

      Employees who are considered not eligible to be awarded a bid on
a  vacancy  by  virtue  of  the 120 day/90 day  restrictions  outlined
herein,  will  be offered all job vacancies before new  employees  are
hired as a result of no bidders or successful bidders being identified
from  the  bargaining unit providing the employee signed the  original
job bid.

   (f)   Employees who are disqualified from a classification and  the
disqualification is not reversed through the grievance procedure, such
employee  shall be permitted to re-bid after a period of one (1)  year
provided evidence of further related training or education is evident.

   (g)   Employees  bidding on any permanent opening  in  an  Operator
Classification  after the effective date of this  Agreement  shall  be
trained in the duties of the Helper Classification as well.

      An additional thirty (30) days shall be provided in the training
requirements   for  the  Helper  duties  and  employees   successfully
completing  training shall be eligible for overtime opportunities  and
may be temporary transferred as a "Helper" as well.

       Employees currently in any bid Operator Classification prior to
the  effective date of this Agreement shall be afforded such  training
opportunities to the Helper Classification on a voluntary basis.

      All  on the job training, which shall include refamiliarization,
shall  be  performed and conducted by fully qualified bargaining  unit
employees and/or supervisory employees.

      In  the  event  that  the  Company has exhausted  the  voluntary
overtime  procedures and no fully qualified bargaining unit  employees
have   accepted,  the  Company  may  utilize  a  non-bargaining  unit,
supervisory employee to fill such overtime vacancy provided that:
 
 1.   Any bargaining unit employee, in the process of training on that
   job, may exercise the right to continue his training on that job, on
   overtime, while working with and alongside the non-bargaining unit,
   supervisory employee.  Prior to exercising such right to continue his
   training  on overtime, the bargaining unit employee shall not  have
   refused or be scheduled for concurrent overtime and he must commit to
   work  the immediate available overtime on the job in which the non-
   bargaining unit, supervisory employee is working.
 
 2.    Any bargaining unit employee desiring to start training on that
   job,  may exercise the right to initiate training on that  job,  on
   overtime, while working with and alongside the non-bargaining unit,
   supervisory  employee.  Prior to exercising such right to  initiate
   training on overtime the bargaining unit employee shall commit to the
   full training program for the job per the Letter of Commitment dated
   May 1st, 1996, item #2, referencing Training Programs.  Additionally,
   the  employee shall not have refused or be scheduled for concurrent
   overtime and he must work the immediate available overtime on the job
   in which the non-bargaining unit, supervisory employee is working.
 
 3.    Preference  for  on the job training opportunity,  on  overtime
   working with a non-bargaining unit, supervisory employee, shall first
   be extended to bargaining unit employees currently engaged in training
   on the job, preference granted to seniority.  Second, preference shall
   be  granted  to non-qualified bargaining unit employees, preference
   granted to seniority.

(h)   No  employee who is recalled to work from a lay off  shall  have
rights  to  a permanent job vacancy that he does not hold  or  bid  on
without  such  job  being posted in accordance with  the  job  posting
procedures outlined herein.

      Capable  employees  may be recalled from lay  off  to  permanent
vacancies  until  the  job  posting procedure  is  completed  and  the
successful bidder can assume the duties of the classification  he  bid
to.

      The  Company must post for any initial permanent vacancy  within
five  (5)  work  days  from the date at which such  initial  permanent
vacancy occurred or was created.  In the event that the Company  fails
to  post for such vacancy within five (5) work days, the Company shall
be  prohibited from utilizing the temporary transfer provisions of the
Agreement  to fill such vacancy until such job is posted.  Upon  award
of  any initial permanent vacancy the Company must start to train  the
successful bidder within seventeen (17) work days.  In the event  that
the Company fails to initiate the training of the successful bidder in
the  initial  permanent vacancy within the seventeen (17)  work  days,
such  successful  bidder  shall receive  any  additional,  higher  pay
differential, retroactively, from the date of the awarded job  to  the
date of his actual placement on the awarded job.  In addition, in  the
event  of  the  Company's failure to initiate training on  an  initial
permanent  job vacancy within the seventeen (17) work day period,  the
Company  shall  be  prohibited from utilizing the  temporary  transfer
provisions of the Agreement to fill such job or vacancy.

   (i)      In  the  event a permanent job is awarded to  an  employee
training  on  a  sick leave bid, such employee shall  be  required  to
complete  this  training  on  that sick leave  bid.   In  addition  to
completing his training on the sick leave bid, the employee  shall  be
required to remain in his sick leave bid for a period of up to  thirty
(30) days in order to attain and establish competency and proficiency.

      An  employee on a sick leave bid who is awarded a permanent  job
posting  shall  also be required to train his successor  on  the  sick
leave  bid  and  shall not be placed on the permanent  job  until  his
successor  has  completed his training.  It is understood  and  agreed
that  due  to the successor training requirement, an employee  may  be
required to remain in a sick leave job bid beyond the thirty (30)  day
period referenced above.

                             ARTICLE VIII
                           LEAVES OF ABSENCE

8.1  Union Leave

   (a) The Company shall grant a leave of absence for the period up to
one (1) year, but with the privilege of automatic yearly renewals,  to
any  employee  elected or selected to a Local or  International  Union
office, and his seniority shall accumulate during such leave.

(b)  Upon termination of union employment, failure to apply or  return
to  work  within five (5) work days from the date of termination,  the
employee shall have been deemed to be a quit.

   (c)  If the employee returns to work, he shall return to his former
job   in  accordance  with  his  seniority.   If  this  seniority   is
insufficient for him to return to his former job, he shall  then  bump
into any other job       classification in the shop in accordance with
his seniority, providing he is capable of performing the job.


8.2   Personal Leave

       Leave  of  absence  may  be granted for  good  cause  to  other
employees by mutual agreement between the Company and the Union.

8.3  Sick leave With Seniority

  (a) Employees who are sick shall automatically be on a sick leave of
absence  and, during such leave, shall accumulate seniority.  However,
if he accepts a position outside the Bargaining Unit during this time,
he  shall  be deemed a quit from the Bargaining Unit, unless otherwise
mutually agreed by the Company and the Union.

   (b)  In  cases  where  an employee is in an  accident,  injured  or
hospitalized  and  the  Company requires a medical  release  from  the
employee's attending physician and a medical evaluation by a  Company-
appointed  physician,  the  Company shall  arrange  for  such  medical
evaluation within two (2) days following such release and notification
to the Company personnel office.

8.4  Bereavement Leave

      Employees shall receive five (5) consecutive calendar  days  off
from  work at their regular straight time pay at the time death occurs
in the employee's family, namely husband, wife, son, daughter, mother,
father.   Mother,  father  shall mean step-mother,  step-father,  etc.
Employees  shall receive four (4) consecutive calendar days  off  from
work  at  their  regular straight time pay at the  time  of  death  of
employee's  sister  or  brother.  Employees shall  receive  three  (3)
consecutive days off from work at their regular straight time  pay  at
the  time death occurs in employee's immediate family, namely, mother-
in-law, father-in-law, grandmother, grandfather or grandchild  of  the
employee.

       Consecutive calendar days is understood to mean Sunday  through
Saturday inclusive.

       Time off from work is understood to mean consecutive days  from
Sunday through Saturday inclusive.

       Pay  is understood to mean the employee's straight time  hourly
rate (including shift premium).
Times:  8 hours

Times:   The number of days as listed above regardless if the employee
is scheduled to work or not.

An employee will not receive bereavement leave pay for the same period
of  time when it duplicates other pay received for which work was  not
performed, i.e. holiday pay, vacation, etc.

8.5  Leave of Absence Under False Pretenses

     Any employee who obtains a leave of absence under false pretenses
shall be subject to discharge.


8.6   Jury Duty Leave

      When  an employee is notified to report for jury duty,  he  will
immediately submit such Jury Summons to the Company.  The Company will
pay  the  regular  straight time rate, for all days served,  upon  his
submitting  a  court  receipt  for the jury  duty.   However,  if  any
employee  had been scheduled and worked more than eight (8) hours  per
day for the four (4) weeks preceding the Jury Duty, the average number
of  hours over eight (8) which was worked shall be added to each  jury
duty  day  to be compensated for and paid at the appropriate  overtime
rate.

8.7  Veteran's Leave - Armed Forces

     All employees who:

(a)   Enter  the Armed Forces of the United States of America  or  the
United States Merchant Marines;
(b)  Are called for duty under the Selective Service Act of the United
States of America;
(c)   Shall,  by order or directive of the government or  any  of  its
agencies, be required to work elsewhere; shall be granted leave during
which period of leave their seniority shall continue to accumulate.

      All  such  employees  shall  be reinstated  in  accordance  with
existing  laws on the basis of their accumulated seniority,  including
any  general  wage  increase credit and accrued wage progression,  and
shall  be reinstated either on the exact job previously held or  on  a
job of like seniority, status and pay.

     If the employee is unable to apply for reinstatement by reason of
physical  disability  during the period in which such  application  is
required by law, application must be made within ninety (90) days from
the time such disability is ended.

      For  the purpose of this Section, it is understood that none  of
the  employees covered by this Agreement has been or is employed in  a
temporary  position within the meaning of that term  as  used  in  the
Selective  Service  Act of l948, or as amended, and that  probationary
employees shall be entitled to credit for the period, as well  as  the
accumulation of seniority thereafter.
 
8.8  Vacation Pay for Service Men

      All  service men employees mentioned above who would  have  been
eligible  for  vacation pay had they remained on  the  payroll,  shall
receive  vacation pay for the first year of induction, as if they  had
continued  in  the active employ of the Company, provided  it  is  his
initial service obligation and such employee notified the employer  of
his  intention to enter the Armed Forces or of the fact  that  he  was
being drafted.  Such vacation pay will be paid with the final pay upon
leaving the Company.

8.9  Military Leave - Temporary

      An  employee,  except part-time and/or probationary,  who  is  a
qualified member of the Federally-sponsored military unit and  who  is
called  to  temporary  active service (1  to  2  weeks)  for  training
requirements, shall be granted a leave of absence under the  following
conditions:

(a)   Before  service, the employee shall submit official notification
to the Company.


(b)   If  he has less than two (2) years of continuous service,  leave
will be granted without pay.

(c)   If he has at least two (2) years of continuous service, he shall
be granted a leave of absence with pay equal to the difference between
his regular straight time compensation from the Company and the amount
received by him from the Government.

8.10 Representatives Educational Leave

      Members of the Shop Committee, limit of four (4), and the  three
(3)  Joint Health and Safety Representatives shall be entitled to paid
time  off to attend educational programs sponsored or endorsed by  the
International and/or Local Union as follows:

      COMMITTEEMEN

      1996 - 40 hours per each Representative
      1997 - 40 hours per each Representative
      1998 - 40 hours per each Representative
      1999 - 40 hours per each Representative

      HEALTH AND SAFETY REPRESENTATIVES
      (Training may be provided by either Company or Union)

      1996 - 16 hours per each Representative
      1997 - 16 hours per each Representative
      1998 - 16 hours per each Representative
      1999 - 16 hours per each Representative

       (The conversion from contract to calendar year shall not result
in  more  than 120 hours per Committeeman nor more than 48  hours  per
Health and Safety Representative during the term of this Agreement.)

                              ARTICLE IX
                       HOURS, WAGES AND OVERTIME

9.1  WORK SHIFTS AND GUARANTEED WORK WEEK

The  regular  working day at Gibraltar Steel Corporation shall  be  as
follows:

      One Shift Operation   -  7:00 A.M. to  3:30 P.M.

      Two Shift Operation   -  7:00 A.M. to  3:30 P.M.
                            -  3:30 P.M. to 12:00 Midnight

      Three Shift Operation -  7:30 A.M. to  3:30 P.M.
                            -  3:30 P.M. to 11:30 P.M.
                            - 11:30 P.M. to  7:30 A.M.

The shift starting at 7:00 A.M. or 7:30 A.M. shall be called the first shift.
The shift starting at 3:30 P.M. shall be called the second shift.
The shift starting at 11:30 P.M. shall be called the third shift.

     11:30 P.M. Sunday is considered a Monday start time.

     Employees assigned to any job which is on a three-shift operation
shall receive a twenty (20) minute paid lunch period.

      An employee who reports to work at the start of the regular work
week shall be guaranteed five (5) consecutive eight (8) hour work days
from  Monday to Friday provided he continues to report for  work  each
day.  This paragraph does not apply to emergencies as provided for  in
Section 11.3 of Article XI.

9.2  Work Day and Work Week

      Eight (8) hours shall constitute a regular "work day" and  forty
(40) hours a regular "work week."  The regular work week shall be from
Monday through Friday inclusive.

9.3  Overtime Payment

      Employees are not required to work beyond the standard work week
as  specified herein.  However, if overtime is worked, overtime  rates
will be paid as follows:

(a)  Time and one-half will be paid for:

       All time worked in excess of eight (8) hours in any one (1) day
from  Monday to Friday inclusive and all work performed in  the  first
eight (8) hours on Saturday.

(b)  Double time will be paid for all work performed on Sunday and for
all time worked in excess of the first eight (8) hours on Saturday.

9.4  Change of Work Shift and Work Week by Mutual Agreement

      The starting time of the work week and the starting and quitting
time  of  each shift may be changed by written agreement  between  the
Company and the Union.

9.5  Call-In Pay

      An  employee  called  back to work in  an  emergency  shall,  be
guaranteed  a  minimum of four (4) hours pay for  time  spent  on  the
emergency,  at his hourly rate or time and one-half for  actual  hours
worked  (double  time  on  Sunday and triple  time  on  the  holidays)
whichever is the greater amount.

9.6  Classification and Rates of Pay Must Be Negotiated

(a)  Any classification and rates of pay introduced and not listed  in
the  Schedules  "A", "B", and "C" attached hereto shall be  negotiated
between the Company and the Union before being put into effect.

(b)   The  Company shall pay its employees hired before September  17,
1984 in accordance with Schedule "A" and Schedule "B" (Training Rates)
where  applicable;   employees hired on or after  September  17,  1984
shall  be  paid  in  accordance with Schedule  "C"  and  Schedule  "B"
(Training Rates) where applicable, both hereto attached and as further
provided for in this Agreement or other agreed upon method.

(c)    Employees hired after September 1984 shall have ten cents  (10)
per  hour  added to their "C" rated jobs and applied retroactively  to
all  time  employee  is classified in an "A" rated  job  whenever  the
employee  is involuntarily re-classified to a "C" rated  job.   In  no
case  shall  his  new  "C" rate exceed "A" rate  for  the  job  he  is
involuntarily transferred to.




9.7   SHIFT PREMIUMS

      Employees  assigned to work on any shift other  than  the  first
shift, or day shift, shall receive a second or third shift premium  of
twenty-seven cents (27) per hour in addition to their regularly earned
hourly  rate.  The shift premium will be paid for overtime,  holidays,
vacation, bereavement leave, jury duty, etc.

9.8  PAY FOR WORK ON HOLIDAY

      In  addition to holiday pay, double time shall be paid  for  all
work performed on the following specified paid holidays.

          New Year's Day
          Good Friday
          Memorial Day
          Independence Day
          Labor Day
          Election Day
          Thanksgiving Day
          Friday after Thanksgiving
          Christmas Eve
          Christmas Day
          Day after Christmas
          New Year's Eve

 9.9 Holiday Pay
      Employees  are  not required to work on the holidays  listed  in
Paragraph 9.8 above but shall be paid holiday pay for eight (8)  hours
at  the  straight time hourly rate.  However, if an employee had  been
scheduled  and worked more than eight (8) hours per day for  the  four
(4) weeks preceding the holiday week, the average number of hours over
eight  (8) which was worked shall be added to the regular holiday  pay
at the appropriate overtime rate.

9.10 Pay For All Holidays Within 31 Days of Termination of Employment.

      An  employee whose active employment with the Company ceases for
any  reason,  shall  be paid holiday pay for all holidays  which  fall
within  a period of thirty-one (31) days from such employees last  day
worked which period shall include the last day worked.

9.11  Pay for Holidays While on Vacation, Jury Duty or National  Guard
Duty.

      Employees  on vacation, jury duty or National Guard Duty,  shall
receive holiday pay for any holiday that falls in this period.

9.12 Overtime.

(a)   Overtime shall be distributed and equalized among the  employees
of  a  classification in accordance with in-class hours charged.   Any
employee refusing overtime when offered shall disqualify himself  from
further   overtime   consideration  for  that  day   unless   overtime
assignments  remain open after all other employees  within  the  plant
have  declined.   Such overtime shall be equalized  as  reasonably  as
possible among employees in the affected classification.

(b)   Having exhausted the availability of Step A, overtime hours will
be  offered  by total charged hours to capable employees  outside  the
classification.

(c)   Having exhausted the availability of employees in Step A and  B,
overtime  hours will be offered by total accumulated hours to  capable
seasonal  employees, probationary employees, and those  employees  who
previously  enrolled  in  a  training program  in  the  classification
attempting to be filled.  It is understood that employees enrolled  in
the  training program will be offered the overtime training  according
to  seniority,  providing  they are not scheduled  for  overtime  work
offered  in  their  respective classification.  No  seasonal  employee
shall  be allowed to work overtime on a preferred shift if an in-class
employee  has indicated on the sign-up sheet his desire to  work  that
shift.   In all cases, the regular employee must be signed up to  work
his  classification and shift prior to signing up for  a  preferential
shift.     However, permanent employees shall be permitted to  work  a
maximum of sixteen (16) hours of overtime prior to a seasonal employee
being  asked  to  work.  Any remaining vacancies shall  be  filled  in
accordance with Article 2.8.

(d)   The Company shall notify an employee being scheduled for weekend
work,  not  later than 12:00 Noon of the preceding Wednesday.   It  is
further  understood that this in no way waives the Company's privilege
of  requesting at some later hour that an employee work on Saturday or
Sunday  should  a  situation arise calling  for  a  change  of  plans.
Employees  refusing  such overtime shall not be  charged  when  proper
notice  is  not given herein.  The scheduled overtime sheet  shall  be
taken down by 7:30 A.M., Thursday of each week.

(e)   A  chart  showing the total in-classification  and  total  hours
charged  against each employee shall be posted and maintained  by  the
Company.   It is expected that any complaints relative to  a  possible
error  in  the  recording or distribution shall be promptly  filed  no
later than Friday Noon.  The listing shall be by classification and in
order  of  seniority,  it  being understood that  employees  within  a
classification, charged with an equal amount of hours, shall be  asked
in  order  of  seniority  (senior  employees  first).   Any  error  in
assignment of overtime will be rectified within thirty (30 days)  from
notification to the Company of such error.  Failure on the part of the
Company  to  rectify  such error within a specified  time  limit  will
result  in  the  employee or employees being paid  for  such  loss  of
overtime pay.

      For the purpose of determining equalization of overtime pursuant
to the terms contained herein, the equalization of the overtime period
in  calculation,  shall be zeroed and renewed every  six  (6)  months,
August 1st and February  1st of each year.

   (f)      An  employee who is present at work at the time  scheduled
overtime assignments are given who signs off by Thursday 8:00 A.M., or
is requested to work by Thursday, 6:00 P.M., shall be charged with the
amount  of overtime hours worked or with the amount of overtime  hours
scheduled.  During the week, if four (4) hours advance notice is given
prior  to the start of the offered overtime, employees will be charged
with the hours worked or refused.  Over-time shall be charged for  all
hours  worked or refused in keeping with the necessary advance notice.
In  the  event  that the Company initiates and fails to  complete  the
scheduling  of the overtime within the four (4) hour specified  charge
limitations,  only the employee(s) who work shall be  charged  on  the
overtime  equalization record.  An employee shall be charged, answered
or  not,  when  called  by telephone within the  proper  time  limits.
Employees transferred to a new classification shall immediately become
eligible  for overtime assignments in either their new assignment,  or
if  none, in their original classification if work is available.   All
overtime  of transferred employees who are scheduled to work shall  be
charged  in  classification,  providing  overtime  was  scheduled  and
available  in  the  employee's  bid classification.   Any  transferred
employee  shall  be  charged with the number of  hours  equal  to  the
highest  in  the classification.  When two (2) or more  employees  are
simultaneously transferred into the same classification, consideration
will be given for overtime assignment in accordance with Paragraph (A)
of Article 9.12.  Regardless of seniority, all people regularly in the
classification   shall  be  offered  overtime  ahead  of   transferred
employees.   Probationary employees shall be listed on the  chart  and
charged   with   the  number  of  hours  equal  to  the   highest   in
classification.  Employees who return from a leave of absence or  sick
leave, shall re-enter the list and be credited with the actual charged
overtime hours in and out of class.  Those employees returning from  a
lay off after thirty (30) days shall re-enter the overtime list and be
credited with the same percentage of overtime hours in relationship to
the highest amount of overtime hours in and out of classification that
they had at the time of their lay off.

Employees  transferred on a daily basis for a minimum  of  twenty-four
(24)   hours   by   Thursday  7:30  A.M.,  shall   be   eligible   for
weekend/holiday assignments as stipulated in this section.

(g)    If  an  individual  has  accepted  to  work  overtime  out   of
classification  and an additional opening becomes available  that  was
not previously posted due to production scheduling, consideration will
be given to the individual in accordance with Article B.

(h)   Except for extreme conditions, no double shifts will be offered.
Whenever possible, the opening will be covered by having two  (2)  in-
classification men split the time for the open shift, rather than  one
man working sixteen (16) hours.

     All challenges to overtime must be entered by Friday, 9:00 A.M.

(i)   Employees shall be assigned to the job that they agreed to  work
on  the overtime assignment sheet.  If such job is not available, they
shall have the right to go home without being charged points under the
Attendance  System.  If job is cancelled prior to  the  start  of  the
shift, the Company shall, conditions permitting, attempt to notify  by
phone the affected employee.

(j)    Overtime,  other  than  scheduled,  shall  be  distributed  and
equalized  among employees in the affected classification on  a  shift
basis in accordance with hours charged.  This overtime will be offered
to  eligible employees in order that the overtime hours are continuous
with the employees' assigned shift.

(k)   When  unscheduled weekend overtime of two (2) hours or  more  is
required,  the  overtime  sign-up sheet  must  be  used  to  fill  the
openings.  When a holiday follows an employee's vacation, the employee
is  required to call the Company, within the appropriate time  limits,
if  overtime is desired.  If overtime is available, the employee shall
be  charged with the hours regardless if the employee worked  them  or
refused.

(l)   Members  of  the Shop Committee, Stewards and Union  Health  and
Safety  Representatives shall not be charged for overtime refused  for
the  entire twenty-four  (24) hour period, beginning at 11:30 P.M. the
day  before  the Union Membership Meeting occurs.  The Shop  Committee
shall  notify the Company of which Union Representatives attended  the
Union  Membership  Meeting  and are therefore  excused  from  overtime
charge  through the submission of the "Sign-Out Sheet."  The "Sign-Out
Sheet"  shall be turned in no later than 8:30 A.M. on the  first  work
day following the scheduled Union Membership Meeting.

      Any  bargaining  unit  employees attending  a  Union  Membership
Meeting  shall not be charged on the overtime equalization record  for
refusing  overtime offered simultaneous to the scheduled time  of  the
Union Membership Meeting.

       The  charging  of  overtime  hours  to  either  in  or  out  of
classification is to be determined by the classification the  employee
commenced working at the beginning of the employee's shift.

  (m)     Employees shall be charged in classification when additional
scheduled  weekend/holiday overtime is available and  concurrent  with
their out of classification overtime they are working.

9.13 Temporary Transfer.

(a)   Temporary transfer of an employee may be made by the Company  to
facilitate production flow, cover employee absence, minimize temporary
layoff or cover vacancies pending permanent hire, for a period not  to
exceed ten (10) working days unless extended by mutual agreement.   At
the  expiration  of  the  temporary transfer period,  the  transferred
employee  shall  revert back to his regular classification.   However,
temporary  transfer for the purpose of filling in for an  employee  on
vacation  or training (during qualification trial period) may continue
for the period, after which time the employee shall revert back to his
regular  classification.  Such temporary transfers shall  be  made  in
accordance with seniority and capability within a classification.

(b)   An  employee temporarily transferred from a lower  to  a  higher
classification  shall  receive the rate of  pay  in  effect  for  work
performed  in  the  higher  classification.  An  employee  temporarily
transferred from a higher to a lower classification shall receive  the
rate of pay in effect for the higher classification while working in a
lower classification.

(c)   When an employee is on a temporary transfer and that job is shut
down, the transferred employee shall return to his bid classification.

(d)   Should  this  occur when that employee is not  on  his  normally
assigned  shift,  the transferred employee shall  return  to  his  bid
classification providing it is not occupied by an employee working in-
class and on his normally assigned shift.

(e)   In  the event neither (c) or (d) above is possible, the employee
may assume any job that a seasonal employee is on, considering that he
is capable of performing that job.

(f)   To  expedite work and assure continuous production,  or  in  the
event  of  a  temporary  curtailment of work  in  any  classification,
employees may be assigned to such other duties as they may be able  to
perform  as  required  by supervision subject to  the  terms  of  this
Agreement.

(g)   Temporary transfers are to be made by utilizing the least senior
capable  employee  in  a  classification.   The  more  senior  capable
employee shall be offered the higher rate of pay providing the  number
of  temporary transfers remain equal to the last amount of moves.  All
in-class transfers from shift to shift will be considered a move.   In
all  cases,  the  Company shall not make multiple temporary  transfers
when  a  capable employee can be utilized to directly  fill  the  open
classification.  A regular employee shall be assigned a classification
other  than laboring prior to a seasonal employee considering that  he
is capable of performing the job.

(h)   When multiple employees are shut down on any shift and they  are
transferred  to  the  Labor Classification, as openings  or  start-ups
occur  in  other job classifications, the most senior capable employee
so  transferred  has  the  option  to fill  the  open  classification,
provided  all  classified  labor  operators/laborers  have   so   been
assigned, until all employees are returned to  the classification from
which they originally came from prior to the shut down.
   (i)   When  management  requires  an  employee  to  be  temporarily
transferred into a production classification during the week, and  his
new  working  hours  differ  from  his  assigned  classification,  the
employee  shall  assume  the  shift  time  and  lunch  period  of  the
classification that he is being temporarily transferred into.  When an
employee  is  temporarily  transferred into the  labor  classification
during the week and his normal working day was an eight-hour shift, he
shall  have  the  option to work his normal eight-hour  shift  or  his
temporarily transferred classification of 8.5 hours.

  (j)  In  all  cases,  the  employees shall  be  compensated  at  the
appropriate  premium rate for all time worked in excess of  the  hours
the  employee would have worked had he not been transferred.  When  an
employee  is  required to be temporarily transferred on a daily  basis
into the towmotor classification (strapping Department Shipping only),
the  affected employee will be required to work one-half  hour  beyond
his usual quitting time, receiving overtime payment for this time.

The remaining one-half hour of the shift shall be filled as follows:

 1.     The   employee  who  was  temporarily  transferred  into   the
   classification shall be given first preference to work the final one-
   half hour of the shift at their appropriate overtime rate.
 
 2.   If the temporary transferred employee declines the final one-half
   hour   of  overtime,  a  capable  employee  working  in  the  labor
   classification on the shift shall be transferred into the  towmotor
   classification.
 
 3.   If there is not a laborer on the shift or if he is not capable of
   filling  the opening, a line operator will be utilized to fill  the
   opening.

(k)   In the event a Laborer or Labor Operator is shutdown on his  job
and  being  returned to labor duties, the Laborer and  Labor  Operator
would have the option to replace any seasonal help on any job that the
Laborer and Labor Operator is capable of performing other than labor.

9.14 Operation of Crane by Maintenance Employee.

      The  Company may permit a maintenance employee who  is  able  to
operate  a  crane  to  operate such crane in the course  of  his  work
whenever  necessary provided no crane operator is available, but  only
for a period not to exceed one hour in any one (1) eight (8) hour work
day.

                               ARTICLE X
                           SAFETY AND HEALTH

10.1 Health and Safety.

      The  Company  shall  continue  to  make  reasonable  and  proper
provision  for  the safety and health of its employees  at  the  plant
during  the hours of their employment, as the nature of the  work  and
Federal and State regulations require.

10.2  SAFETY COMMITTEE.

      A  joint  Safety Committee shall be composed of three (3)  Union
representatives  and  three (3) Company representatives.   The  Safety
Committee investigates all accidents and works to maintain the  proper
safety standards.  The Safety Committee shall hold a joint shop safety
inspection  and  meeting at least once a month.  In  addition  to  the
Safety  Committee,  the  Union shall designate  a  Health  and  Safety
Representative  on  each  shift to maintain proper  safety  standards.
Union  representatives of the Safety Committee and Health  and  Safety
Representatives  on each shift shall suffer no loss in  pay  for  time
necessarily spent during working hours in the pursuit of their duties.

10.3 Medical Supplies.

      The  Company shall keep adequate reasonable medical supplies  on
hand at all times, as it has in the past.

10.4 Safety Equipment.

Section 1 - Grievance Pertaining to Health and Safety.

      When  an  employee  has a complaint or grievance  pertaining  to
Health  and  Safety,  it shall be submitted to the  joint  Health  and
Safety Committee.  If not settled by this Committee, they shall  refer
the matter to the Plant Manager, or his designated representative, who
shall promptly take the necessary corrective action.

Section 2 - Protective Equipment.

(a)   Upon  request  of the employee, the Company agrees  to  furnish,
without  charge,  suitable gloves and aprons  for  any  jobs  mutually
agreed  to  by  the  Company and the Union.   Upon  layoff,  quit,  or
discharge, the gloves and aprons shall be returned by the employee  to
the  Company.   The Company will also make available  suitable  eating
space,  lockers and adequate washing facilities, together  with  other
necessary sanitary or healthful considerations prescribed by law.

(b)   In  case eyeglasses of an employee are damaged due to his  work,
the  Company,  upon  proper proof of said damage, will  reimburse  the
employee for the cost of such glasses.

(c)  The Company shall provide, at no cost to the employees, once each
anniversary year, one (1) pair of safety shoes bearing a Union  label,
acceptable to the International Union.  The retail cost of the  safety
shoes is not to exceed one hundred ten dollars ($110.00).  The Company
shall select the vendor and the styles of the shoes to be worn by  the
employee.   Employees who are supplied with these  safety  shoes  must
wear them during working hours as a condition of employment.

                              ARTICLE XI
                          GENERAL CONDITIONS

11.1 Clauses in Violations of Law.

      In  the event that any of the provisions of this agreement shall
be  or  become  invalid or unenforceable by reason of any  Federal  or
State  Law  now  existing  or hereafter enacted,  such  invalidity  or
unenforceability  shall  not affect the remainder  of  the  provisions
hereof.

11.2  Printed Contracts.

      The  Company agrees to print, with a Union Label, acceptable  to
the International Union and to distribute to each of its employees,  a
copy of this Agreement.

11.3  Act of God.

      In  the event of an emergency making it necessary to stop  work,
such  emergency, including such occurrences as boiler breakdown, power
failure  or Act of God, or other catastrophe, employees shall be  paid
at regular rates for hours worked up to the time of work stoppage.  If
such an emergency occurs when the shop is not operating, or on one  of
the  shifts,  there  shall be no pay allowance for succeeding  shifts.
The  Company, however, will do everything possible to notify employees
of the emergency and thus not to report to work.

11.4 Wash-Up and Lunch Period During Overtime.

      A  five  (5)  minute wash-up period will be allowed  immediately
prior  to  quitting time and immediately prior to the scheduled  lunch
period.  If overtime is worked for more than two (2) hours immediately
after  eight  (8) hours of work, the Company will allow a thirty  (30)
minute paid lunch period at the appropriate overtime rates.

11.5 Payment for First Day of Injury.

      Employees sent home by the employer or the employee's own doctor
because  of injuries received in the plant shall receive pay at  their
regular hourly rates for the balance of the shift on the day on  which
the  injury occurred.  If the employee is medically incapacitated  and
unable  to  operate  a motor vehicle, the Company  will  pay  for  the
transportation of the employee from the hospital to his residence  via
common carrier.

11.6 Coffee Breaks.

      The  Company shall allow a ten (10) minute coffee break for each
complete  four  (4) hours of regular time worked about midway  in  the
four  hours  by  either (a) suspending operations for  such  ten  (10)
minute  period,  or  (b)  allowing employees  to  take  such  time  at
individual  periods  when  production will  not  be  reduced  thereby.
Employees working two or more hours of overtime shall be provided with
a  ten (10) minute paid break between their regular shift and overtime
hours.

11.7 Payment for Attending Compensation Hearing.

       An  employee  who  is  notified  to  report  before  the  State
Compensation Board for a hearing involving an injury sustained by  him
in  the  plant will be paid for the lost time at such hearing, if  the
employee  is  scheduled to work, and has reported for  work  for  that
shift before going to such hearing.

11.8 Shift Transfer.

(a)   Employees  shall  be transferred from one shift  to  another  in
accordance with the seniority provisions of this Agreement.  Should  a
shift  transfer  occur requiring an employee to start  his  new  shift
earlier  than  twenty-four (24) hours from the start of  his  previous
shift,  the  first  eight  (8)  hours  of  such  new  shift  shall  be
compensated for at the rate of time and one-half.



(b)   Any  employee desiring to exercise his option to  change  shifts
within his bid classification for the purpose of filling in for  those
employees  on vacation, shall notify the Company in writing  ten  (10)
days  prior  to  the posting of the temporary transfer sheet  for  the
affected weeks.

(c)   Any  employee desiring to exercise his option to  change  shifts
within his bid classification for the purpose of filling in for  those
employees  on  sick  leave, jury duty and leave of  absence  shall  be
allowed  to  do  so  without prior written notification.   This  shift
transfer is inclusive from Monday to Friday.

(d)   Mandatory shift changes occurring at the start of a regular work
week  shall  be  performed  with preference to  seniority  within  the
affected  classification,  i.e. most senior  first  preference,  least
senior in the classification least preference.

      Mandatory  shift  changes occurring after an employee's  regular
work week has started shall be performed by the Company to prevent the
shutdown  of Production Machinery, such as but not limited to:  Mills,
Slitter,  Crane,  etc.   The  Company shall  first  mandatorily  shift
transfer, during a regular work week the least senior, capable Laborer
and  labor Operator classified employees per the appropriate  vacancy,
Helper/Support  or Operator.  In the event that there are  no  capable
laborers  or  labor Operators, as the case may be, the  Company  shall
then  mandatorily shift transfer, during the regular  work  week,  the
least  senior  capable  employee in a  classification  chosen  by  the
Company.   However,  due  to the specialized skills  required,  it  is
understood  and  agreed  that the Company  may  select  regardless  of
seniority within the Maintenance classification, employees to be shift
transferred after the start of their regular work week to a  different
shift  to  prevent  and/or repair any actual  shutdown  of  Production
Machinery.

      In  all cases, the principle that is followed in mandatory shift
transfers is the "Least Amount of Moves."  Due to the emergency nature
of  mandatory  shift transfers during the regular  work  week,  it  is
recognized that in some cases "Displacement" may occur.

      The  Company  shall not mandatorily shift transfer any  employee
after  the start of his regular work week unless it is for the express
purpose  of preventing the shutdown of Production Machinery.   In  the
event that the Company proposes a shift transfer after the start of an
employee's  regular work week for any purpose other than preventing  a
shutdown of Production Machinery, such shift transfer shall only occur
given the mutual agreement of the affected employee.

      All  mandatory shift transfers occurring after the start  of  an
employees  work  week  shall  only extend  to  the  last  day  of  the
transferred shift's regular work week.  Thereafter, the Company  shall
fill any vacancy per the Shift Transfer, Job Posting provisions of the
Agreement.   It  is  recognized that in some cases the  same  employee
mandatorily shift transferred after the start of his regular work week
may remain on such shift through the regular Shift Transfer provisions
of the Agreement.

11.9 Employment of Disabled.

Job Provision for Disabled Employee.

(a)  Any employee whose physical condition resulting from an injury or
illness,  prevents  him from returning to his  regular  job,  will  be
assigned  to  a  job, if such job is available, or  may  exercise  his
seniority  and displace a junior employee in a job provided,  however,
that  the job involved be commensurate with his new physical condition
as stated and approved by the Company doctor.

(b)  If the Union is in disagreement with the Company doctor's report,
the  affected employee must file a grievance within two (2) days  from
the  time the Union and/or the employee is notified in writing of  the
Company doctor's decision.  The Union, upon request, shall be given  a
copy of the Company doctor's report.  If the grievance is filed within
the  time  limitation  provided for herein, the  Company's  designated
representatives and the Union representatives shall meet  and  discuss
the grievance as provided for in Step 3 of the Grievance Procedure.

      If, at this meeting, no agreement is reached, such dispute shall
be  referred  to  an  impartial doctor who may be selected  by  mutual
agreement within five (5) days from the time of the meeting.   If  the
parties  fail to agree on an impartial doctor, the selection  of  such
doctor shall be made by the Buffalo Office of the New York State Board
of Mediation upon written application of the parties.  The cost of the
impartial  doctor  shall  be borne equally by  the  parties.   If  the
impartial  doctor  finds  the aggrieved employee  physically  able  to
return to work, then all time lost from work retroactive to the day he
was  rejected  by the Company doctor shall be paid to  such  employee.
The rate of pay shall be the regular hourly rate.

11.10     Divulging of Information.

      The  management of the Company shall not give out any report  or
information  to  any  outside person, firm or  corporation  soliciting
employment information with respect to a present or former employee of
the  Company  without  the written consent of  such  employee,  unless
required  to  do  so by law.  However, the Company may,  without  such
written consent verify only the employment and the dates of employment
of  a  present or former employee.  Nothing herein shall  require  the
Company  to  give any report or information to any employee  or  third
party, unless required to do so by law.  If there is any violation  of
this  paragraph  after  the  date  of this  Agreement,  such  affected
employee, past or present, has the right to seek redress, financial or
otherwise, through the Grievance Procedure provided for herein.

11.11     Vending Machines.

     Any profits or commissions realized from the sale of any products
from vending machines which the Union and Company mutually agree to be
installed or removed in the plant other than the office area shall  be
turned over to the Gibraltar Steel Unit of Local 55-U.A.W.

11.12      Union  Representatives May Not Be Promoted During  Term  of
           Office.

      No  Committeeman or officer of the Local Union shall be promoted
to  the  position of Foreman, Assistant Foreman, or any other position
not included in the bargaining unit during his term of office or for a
period of six (6) months thereafter, unless it has been agreed  to  by
the Local Union.

11.13     Warning Notices.

      Warning Notices issued to employees shall be expunged from their
record twelve (12) months from date of issuance.

11.14     Approval of Agreement.

      It  is  understood  that this Agreement,  and  any  modification
thereto, must be approved by the International Union and the Board  of
Directors  of  the Company.  In the event of failure of approval,  the
Agreement   will  be  referred  back  to  the  parties   for   further
negotiations.


11.15     Credit Union Deductions.

      The  Company  agrees,  during the term of this  Agreement,  upon
receipt  of  an  individual,  separate authorization  and  request  in
writing duly executed by a member of the Union to deduct weekly Credit
Union deposits and re-payment of Credit Union loans as may be fixed by
the  member  of  the Union pursuant to the terms of said authorization
and remit the same by check (payable to the Local 55 UAW Credit Union)
to  the  Treasurer of the Credit Union the full amount  collected  not
later  than  the  first (lst) and third (3rd) Fridays  of  each  month
deductions were made.

      All  such  deductions shall be made from the  employee's  weekly
paycheck after receipt of the authorization and request in writing  by
the  employee  and  shall continue on a weekly basis thereafter  until
such  time  the employee or the Union gives notice in writing  to  the
Company to cancel such payroll deductions.

      The Company and the Union shall work out a mutually satisfactory
arrangement  by  which the Company will furnish the Treasurer  of  the
Credit  Union  a  record of those for whom deductions have  been  made
together with the amount of such deductions.
      The Company further agrees that the terms and conditions of this
Memorandum will not become effective until written notice is served on
the  Company  by  the Union.  It is further agreed that  at  any  time
during the term of this Collective Bargaining Agreement upon five  (5)
day written notice to

the  Company by the Union this Memorandum shall be considered null and
void  in  its  entirety  and  shall be  considered  deleted  from  the
Collective Bargaining Agreement.

11.16 UAW V-CAP Deductions

(a)    The  Company  agrees during the term of  this  Agreement,  upon
receipt  of  an  individual,  separate authorization  and  request  in
writing duly executed by a member of the Union, to deduct monthly  UAW
V-CAP  deductions as may be fixed by the member of the Union  pursuant
to  the  terms  of  said authorization and remit  the  same  by  check
(payable to the UAW V-CAP) to the Financial Secretary of the Local  55
UAW  the full amount collected not later than the tenth (10th) day  of
the month following the month in which deductions were made.

       All  such  deductions shall be made from the employee's  second
paycheck after receipt of the authorization and request in writing  by
the employee and shall continue on a monthly basis thereafter.

      The Company and the Union shall work out a mutually satisfactory
arrangement by which the Company will furnish the Financial  Secretary
of  Local 55 UAW a record of those for whom deductions have been  made
together with the amount of such deductions.

(b)   The Union agrees to save harmless the Company from any liability
whatsoever due to deductions made and funds remitted pursuant to  this
Section.

                              ARTICLE XII
                               INSURANCE

12.1 Local 55 UAW Welfare Fund.

(a)   The  Company shall continue to be a "Contributing Employer"  and
shall  be  bound by the provisions of the Local 55 UAW  Welfare  Fund,
established  pursuant  to  the Agreement  and  Declaration  of  Trust,
created  September  1, 1958, and amended and restated  on  August  15,
1985, hereafter referred to as the "Fund" which was created by a Board
of  Trustees,  comprised  of an equal number  of  Employer  and  Union
Trustees, hereafter referred to as "Trustees."

(b)   The Company hereby ratifies such "Fund" and any amendments  made
thereto as being part of this Collective Bargaining Agreement.

(c)   The  Union will provide the Company with a copy of the Fund  and
any amendments thereto and a copy of the Plan of Benefits.

12.2 Monthly Contributions.

(a)   The  Company  will contribute $ 148.56 for each  single,  active
working  employee,  and  $  335.41 for each  married,  active  working
employee  to  the Local 55 UAW Welfare Fund (including those  on  sick
leave)  with an initial master list and subsequent supplemental  lists
for  those  for whom premiums have been paid by the l0th day  of  each
calendar   month.   The  initial  master  list  will  include   names,
addresses,   social  security  numbers,  ages,  and  such   additional
information as may be necessary.  The monthly supplemental list  shall
include  the  foregoing information for only those employees  who  are
hired or separated from the Company's payroll in each month.

  (b)  Employee  Life  Insurance  shall  be  eleven  thousand  dollars
($11,000).  Effective July 30, 1997, Employee Life Insurance shall  be
twelve thousand dollars ($12,000).

  (c)  The Prescription Drug Coverage provided by the Local 55  Health
and  Welfare Plan shall be a $5.00 co-pay plan.  However, the  Company
will reimburse any employee for 100 percent of the co-pay to a maximum
of  $5.00  per prescription covered by the plan provided the  employee
utilizes  a  pharmacy  that  honors a reduced  co-pay  arrangement  if
available.   To  be  eligible  for reimbursement,  the  employee  must
provide  proof of the identity of the person for whom the prescription
was  written  and a receipt showing the amount paid by  the  employee.
The  Company will issue reimbursement checks to eligible employees  at
least quarterly.

12.3 Guarantee for Increased Cost.

     In addition to the cost stipulated herein, the Company guarantees
to  pay  for any increased cost for the same coverage for the duration
of this contract.

12.4  COVERAGE DURING CESSATION OF ACTIVE EMPLOYMENT.

(a)  Employees who are discharged, quit, or are on a personal leave of
absence (but not to include employees on sick leave) will be continued
under  the Plan for the remainder of the month in which the separation
or leave occurs.

(b)  Employees who are laid off shall be covered for a period of three
(3) months past the last day of the month in which the layoff occurs.

(c)   Employees who are on sick leave will be continued under the Plan
for a period not to exceed twenty-four (24) consecutive months.

(d)   Employees who are on a compensable sick leave shall be continued
under the Plan for the duration of such sick leave.

(e)   An  employee  who returns to work after a sick leave  and  again
becomes sick before he has worked ten (10) days, and such sickness  is
related  to his prior sickness, such sickness and sick leave shall  be
considered  as  a continuation of his prior sickness, in  which  case,
such sick leave shall be considered as a new period of sick leave.

(f)   In the event an employee returns to work after a sick leave, and
again  becomes sick after working ten (10) or more days, such sickness
shall  be  considered  as a new period of sick  leave,  regardless  of
whether or not the sickness is related to the prior sickness.

12.5 No Liability Upon Company Except to Make Contributions.

     It is understood and agreed that there shall be no liability upon
the Company, other than to make the contributions provided for in this
Article,   and  there  will  be  no  additional  financial  or   moral
obligations  on  the  part  of the Company if  the  insurance  carrier
defaults  on  any just claims pursuant to the terms of  the  New  York
State Disability Law.

12.6 Contributions for Newly Hired Employees.

     Except for weekly sick benefits (DBL) contributions for new hired
employees  shall  commence on the first day  of  the  month  following
thirty (30) days of employment.

12.7 Retirees Insurance Age 65.

(a)   The  Company will make contributions to the Local 55 UAW Welfare
Fund  in  accordance with the terms of this Article for each  employee
who  retires  on  or after September 1, 1987, from the  Company  after
reaching age 65 with the following exceptions:

      1.   There shall be no contributions for disability benefits and
           dental benefits.
      2.   The amount of life insurance and AD&D shall be reduced to $2,000
           and shall be paid in accordance with the terms of the policy.
 
     Retirees Insurance Age 62.

(b)   Employees  will be permitted to retire at age 62 with  the  same
insurance  package as "age 65 employees" as outlined  in  Paragraph  A
above with the following exceptions:
 
      1.  The employee must have fifteen (15) or more years of seniority.

      2.  Employees are not eligible for coverage if they have comparable
          coverage through their spouse.  (Coverage will remain available for
          employees who cease to have coverage through their spouse.)

      3.  The $2,000 Life Insurance and AD&D Policy which is paid in
          accordance with the terms of the policy, will be provided to age 62
          retirees  even  if  the employee is covered  by  the  spouse's
          hospital/medical coverage.


      4.  The monthly contribution for employees electing early retirement
          shall  be paid by the Company at following progressive  rates:

                  Age 62 - 65%
                  Age 63 - 75%
                  Age 64 - 85%
                  Age 65 - 100%
      
         The  remaining  balance  shall be  remitted  monthly  by  the
         employee  to the Company on the first of each month preceding
         the coverage period.  Upon reaching age 65, the Company shall
         make contributions in accordance with Paragraph A.
       
       5.   Supplemental Medicare Reimbursements shall be frozen at $42.50
         for all current employees and employees hired after July 30th, 1996
         will not be eligible for this benefit.
 
                             ARTICLE XIII
                               VACATIONS

     Employees with seniority as provided below shall receive vacation
time  and allowances at the hourly rate received at the time they take
their  vacation  or the applicable percentage of their total  earnings
received  during their prior calendar year, whichever is  greater,  in
accordance with the following schedule:

Seniority           Percentage         Hours of          Weeks of
                                          Pay            Vacation
                                                             
Less than 1 year        2                 40                 1
- -(As provided in
1(b) below)

1  year  -  Less        2                  40                1
than 2 years

2  years -  Less        4                  80                2
than 5 years

5  years -  Less        6                 120                3
than 15 years

15 years                8                 160                4
16 years                8.4               168                4
17 years                8.8               176                4
18 years                9.2               184                4
19 years                9.6               192                4
20 years               10.0               200                5

The  following principles and policies shall govern application of the
above schedules.

        An employee's seniority, for the purpose of this Article only,
will be considered to have been attained on January 1st of the year in
which  he  will acquire additional vacation time and/or pay under  the
above   schedule.   Such  employee  will  become  eligible  for   this
additional time following his actual anniversary date that year.   The
employee's vacation will be calculated at the percent/hours of pay  on
the  above  schedule which reflects the employee's  highest  seniority
anytime in that vacation year.

13.1 Vacation for Employees with Less Than One (1) Year Seniority.

     Employees with less than one (1) year seniority:
(a)  Full Vacation
      An employee who has worked and/or is credited with a minimum  of
one  thousand  (1000) hours from his date of hire  until  January  1st
shall  receive  his full vacation allowance and time  as  provided  in
the above schedules.

(b)  Pro Rata Vacation
      An employee who has worked and/or is credited with a minimum  of
five  hundred  (500)  hours but less than one  thousand  (1000)  hours
from  his  date  of  hire  until January  1st,  who  is  laid  off  or
leaves  the  employ  of the Company for any reason,  shall  receive  a
pro   rata  vacation  allowance  based  on  the  worked  and  credited
hours,  using  such  hours as the numerator and  one  thousand  (1000)
as the denominator as provided in the above schedules.

13.2 Vacations for Employees with More Than One (1) Year of Seniority.

     Employees with more than one (1) year of seniority:

(a)  Full Vacation
      An employee who has worked and/or is credited with a minimum  of
one  thousand  (1000)  hours within the previous calendar  year  shall
receive his full vacation allowance and time as provided in the  above
schedules.

(b)  Pro Rata Vacation
      An employee who has worked and/or is credited with less than one
thousand (1000) hours within the previous calendar year, who is   laid
off  or  leaves  the employ of the Company for any  reason,      shall
receive  a  pro  rata vacation allowance based  on  the  worked    and
credited  hours, using such hours as the numerator and one    thousand
(1000) as the denominator as provided in the above     schedules.

13.3  Vacation Computations Shall Include Shift Premium  and  Cost  of
Living.

      All computations to be used in the above schedules shall include
shift differentials and cost-of-living adjustments.

13.4 Holidays Not Considered Vacation Time.

     Holidays for which, under this Agreement the employee is entitled
to pay, shall not be counted as part of the employee's vacation time.

13.5 Payment of Vacation Pay Prior To Vacation Time.

       Vacation  allowances  shall  be  paid  in  the  payroll  period
immediately prior to commencement of the vacation.

13.6 Vacation Payment for Employees who Leave Company.

     Employees who leave the employ of the Company who are entitled to
a  vacation  allowance  shall  receive  same  in  the  payroll  period
following  their  last  day  of work.  For the  purpose  of  computing
vacation  allowance  or  vacation time,  employees  who  laid  off  or
discharged who are compensated for at least eight (8) hours in one (1)
pay period in the month shall receive credit as if they worked for the
whole month.

13.7 Vacation May Not be Designated During Period of Layoff.

       When vacation allowances are paid to employees who are laid off
or  terminated, the Company shall not designate a vacation  period  at
that time.

13.8 Payment of Balance of Pro-Rata Vacation at Time of Recall.

      Any  employee  who is laid off and receives a pro-rata  vacation
allowance  shall  receive  the balance of  his  vacation  pay  at  the
completion of his anniversary year providing such employee is recalled
to work during the same anniversary year.

13.9 Anniversary Date.

      The term "Anniversary Date" shall mean the date of an employee's
original hiring and every subsequent year thereafter.

      "Calendar Year" means January 1 to December 31 every year.
      "Vacation Year" means January 1 to December 31 every year.

13.10     Vacation Time May Not Be Accumulated.

      Vacation  time  may  not  be  accumulated  from  year  to  year.
Employees must take their vacations.

13.11     Vacation Period.

       The  vacation period shall be from January 1 to December 31  of
each year.

     The Company shall post a list of names of employees with allotted
vacation  time  by January 2 of each year.  Request for  selection  of
vacation  time must be submitted by January 15th.  The final  vacation
allowance  schedule shall be posted March 1st of each  vacation  year.
Vacations will be granted as far as possible during vacation period at
times  most desirable by the employees.  Preference shall be given  on
basis  of seniority, with the exception of those employees failing  to
submit  their  request  by January 15th. Employees  choosing  vacation
during a holiday week shall choose either the Friday immediately prior
or the Monday immediately after their vacation, according to seniority
within their vacation grouping; however, in all cases, the final right
to  determine  when  vacations  will be  taken  by  each  employee  is
exclusively reserved by the Company in order to insure the orderly and
continuous operation of the plant.

13.12     Vacation Credit for Sick Time and Leave of Absence.

      Time  off  for employees who are on sick leave, union  leave  or
mutually  agreed leaves of absence shall be counted as time worked  in
computing  vacation  time  provided  such  employee  is  not  employed
elsewhere.   There  shall be a limit of twenty-four  (24)  months  for
those employees on sick leave and mutually agreed leaves of absence.

13.13     Vacation Pay Premium for Work Performed

      In  the  event  an employee performs work during  his  scheduled
vacation period, he shall be compensated at time and one half (1  1/2)
the guaranteed hourly rate of the job performed for all hours actually
worked in addition to his vacation pay.

                              ARTICLE XIV
                              MANAGEMENT

14.1 Management Rights.

      The  management of the Company and the direction of the  working
forces,  including  the right to hire, suspend or discharge  for  just
cause,  transfer or promote, and the right to relieve  employees  from
duty  because  of lack of work is vested exclusively in  the  Company,
subject to the terms of this Agreement.

                                   
                              ARTICLE XV
                       COST OF LIVING ALLOWANCE

15.1 Cost-of-Living.

      A  cost-of-living allowance is provided for herein and shall  be
determined as follows:

(a)   The  cost-of-living  allowance  shall  be  added  to  employee's
straight  time hourly earnings and will be adjusted up  or  down  each
three months, as herein provided.

(b)   The  cost-of-living allowance will be determined  in  accordance
with changes in the "Consumers' Price Index for Urban Wage Earners and
Clerical Workers-All Items Revised Series" published by the Bureau  of
Labor   Statistics,  U.  S.  Department  of  Labor   (1967=100),   and
hereinafter referred to as the B.L.S. Consumers' Price Index.

(c)  The cost of living allowance, beginning with the first pay period
following  September 1, 1996, will continue in effect until the  first
pay  period  beginning  after December 1, 1996.   At  that  time,  and
thereafter  during the period of the Agreement, adjustments  shall  be
made quarterly at the following times:

Effective Date of Adjustment       Using Index Dated

September 1, 1996                  July 15, 1996
December 1, 1996                   October 15, 1996
March 1, 1997                      January 15, 1997
June 1, 1997                       April 15, 1997
And at Quarterly                   And at Quarterly
Intervals Thereafter               Intervals Thereafter
To June 1, 1999                    To April 15, 1999
Inclusive                          Inclusive

      In  no event will a decline in the B.L.S. Consumers' Price Index
below  452.0  provide the basis for a reduction in  the  wage  of  job
classifications.

(d)   The  amount of cost of living allowance which shall be effective
for  any  three  (3)  month period, as herein  provided  shall  be  in
accordance with the following table:


                  B.L.S. Index                Allowance

                  452.0 or less               None
                  452.1 -- 452.4              One cent per hour
                  452.5 -- 452.8              Two cents per hour
                  452.9 -- 452.2              Three cents per hour
                  452.3 -- 453.6              Four cents per hour
                  453.7 -- 454.0              Five cents per hour
                  454.1 -- 454.4              Six cents per hour
                  454.5 -- 454.8              Seven cents per hour
                  454.9 -- 455.2              Eight cents per hour
                  455.3 -- 455.6              Nine cents per hour
                  455.7 -- 456.0              Ten cents per hour

     and so forth with one (1) cent per hour adjustment up or down for
     each 0.4 change in the index.
(e)   The  amount  of cost of living allowance at the  time  shall  be
included  in  computing overtime premium, vacation  payments,  holiday
payments, and call-in pay.

(f)   In  the event the Bureau of Labor Statistics does not issue  the
Consumers'  Price Index on or before the beginning of the  pay  period
referred to in Paragraph (c), any adjustments required will be made at
the beginning of the first pay period after receipt of the index.

(g)   No  adjustments, retroactive or otherwise, shall be made due  to
any  revision which later may be made in the published figures for the
B.L.S. Consumers' Price Index for any base month.

(h)   The parties of this Agreement agree that the continuance of  the
cost  of  living allowance is dependent upon the availability  of  the
monthly  (Official) B.L.S. Consumers' Price Index in its present  form
and  calculated on the same basis as the Index of January 1993, unless
otherwise agreed upon by the parties.
 
                              ARTICLE XVI
                   WAGE RATES AND JOB CLASSIFICATION

                             SCHEDULE "A"

                                 RATE          RATE          RATE
                               EFFECTIVE     EFFECTIVE     EFFECTIVE
CLASSIFICATION                 07/31/96      07/31/97      07/31/98
Hooker                           15.40         15.51         15.62
Maintenance                      16.05         16.16         16.27
Janitor                          15.08         15.19         15.30
Banding & Pkg. Line Operator     15.50         15.61         15.72
Banding & Pkg. Line Helper       15.40         15.51         15.62
Labor Operator                   15.25         15.36         15.47
Slitter Operator                 15.77         15.88         15.99
Slitter Helper                   15.40         15.51         15.62
Oscillating Slitter Operator     15.77         15.88         15.99
Oscillating Slitter Helper       15.40         15.51         15.62
Crane Operator                   15.56         15.67         15.78
Towmotor                         15.40         15.51         15.62
Reversing Mill                                                 
Operator/Annealer                16.44         16.55         16.66
Tandem Mill                                                    
Operator/Annealer                16.64         16.75         16.86
Mill Helper                      15.63         15.74         15.85
Recoiler                         15.40         15.51         15.62
Line Operator                    15.56         15.67         15.78
Table Bander                     15.40         15.51         15.62
Floor Bander & Towmotor          15.40         15.51         15.62
Scheduler/Annealer               15.96         16.07         16.18
Pay-Off Reel Loader              15.40         15.51         15.62
Re-Roll Operator                 15.40         15.51         15.62
Roll Grinder                     15.54         15.65         15.76
Radio Control Crane Operator     15.56         15.67         15.78


                          SCHEDULE "B"
                          TRAINING RATES

                                          AFTER 30          AFTER 60
CLASSIFICATION      STARTING RATE         WORK DAYS        WORK DAYS

Mill Operator    SCHEDULE A & C RATE   Schedule A RATE     Schedule A
(Reversing)           LESS $.40           LESS $.20        FULL RATE

Mill Operator    SCHEDULE A & C RATE   Schedule A RATE     Schedule A
(Tandem)              LESS $.40           LESS $.20        FULL RATE

Slitter Operator SCHEDULE A & C RATE   Schedule A RATE     Schedule A
                      LESS $.20           FULL RATE        FULL RATE

Oscillating      SCHEDULE A & C RATE   Schedule A RATE     Schedule A
Slitter Operator      LESS $.20           FULL RATE        FULL RATE

Crane Operator     SCHEDULE A RATE     Schedule A RATE     Schedule A
                      LESS $.20           FULL RATE        FULL RATE

Line Operator      SCHEDULE A RATE     Schedule A RATE     Schedule A
                      LESS $.20           FULL RATE        FULL RATE

Roll Grinder       SCHEDULE A RATE     Schedule A RATE     Schedule A
                      LESS $.20           FULL RATE        FULL RATE

Labor Operator     SCHEDULE C RATE      AFTER 6 MOS.     AFTER 12 MOS.
                       LABORER           Schedule A        Schedule A
                                       Rate Less $.75      FULL RATE
                                          Provided          Provided
                                          achieving        achieving
                                        capability as    capability as
                                       operator in any    operator in
                                      one (1) operator    any two (2)
                                       classification       operator
                                         selected by     classification
                                          Company.        selected by
                                                            Company.

Maintenance  SCHEDULE    AFTER 6 MOS    AFTER 12 MOS     AFTER 18 MOS.
Apprentice     A & C     SCHEDULE A      SCHEDULE A        SCHEDULE A
               RATE         RATE            RATE                
            Less $1.50   Less $1.00       Less $.50        FULL RATE


                              ARTICLE XVI
                   WAGE RATES AND JOB CLASSIFICATION

                             SCHEDULE "C"


                                 RATE          RATE          RATE
                               EFFECTIVE     EFFECTIVE     EFFECTIVE
CLASSIFICATION                 07/31/96      07/31/97      07/31/98
Hooker                           13.90         14.01         14.12
Maintenance                      16.05         16.16         16.27
Janitor                          13.58         13.69         13.80
Banding & Pkg. Line Operator     14.00         14.11         14.22
Banding & Pkg. Line Helper       13.90         14.01         14.12
Labor Operator                   15.25         15.36         15.47
Laborer                          13.75         13.86         13.97
Slitter Operator                 15.77         15.88         15.99
Slitter Helper                   13.90         14.01         14.12
Oscillating Slitter Operator     15.77         15.88         15.99
Oscillating Slitter Helper       13.90         14.01         14.12
Crane Operator                   15.56         15.67         15.78
Towmotor                         13.90         14.01         14.12
Reversing Mill                                                 
Operator/Annealer                16.44         16.55         16.66
Tandem Mill                                                    
Operator/Annealer                16.64         16.75         16.86
Mill Helper                      14.13         14.24         14.35
Recoiler                         13.90         14.01         14.12
Line Operator                    15.56         15.67         15.78
Table Bander                     13.90         14.01         14.12
Floor Bander & Towmotor          13.90         14.01         14.12
Scheduler/Annealer               15.96         16.07         16.18
Pay-Off Reel Loader              13.90         14.01         14.12
Re-Roll Operator                 13.90         14.01         14.12
Roll Grinder                     15.54         15.65         15.76
Radio Control Crane Operator     15.56         15.67         15.78
Seasonal Employees                9.16          9.16          9.16



Effective  Monday, August 5th, 1996 there shall be a 10 per  hour  per
year  of  service increase for all "Schedule C" employees  up  to  the
maximum of "Schedule A."

                             ARTICLE XVII
                           RETIREMENT INCOME

17.1  Local 55 UAW Area Wide Retirement Income

     The Company shall continue to be a "Contributing Employer" to the
Local  55 UAW Area Wide Retirement Income Fund, and shall be bound  by
the  provisions of the Local 55 UAW Area Wide Retirement Income  Fund,
established pursuant to an Agreement and Declaration of Trust, created
on  December  3,  l968 and as amended and restated on July  30,  1985;
hereafter  referred to as the "Fund" which was created by a  Board  of
Trustees  comprised of an equal number of Employer and Union Trustees,
hereafter referred to as "Trustees."

17.2 Contributions

(a)   The  Company shall continue to make contributions of twenty-five
dollars ($25.00) per week each employee.

(b)   Effective  May  6,  1996, the Company agrees  to  contribute  an
additional one  dollar and fifteen cents ($1.15) per week per employee
making  a  total contribution of twenty-six dollars and fifteen  cents
($26.15) per week per employee.

(c)   Effective  May  5,  1997, the Company agrees  to  contribute  an
additional one dollar and fifteen cents ($1.15) per week per  employee
making  a total contribution of twenty-seven dollars and thirty  cents
($27.30) per week per employee.

(d)    Effective  May  4, 1998, the Company agrees  to  contribute  an
additional one dollar and fifteen cents ($1.15) per week per employee,
making  a  total  contribution of twenty-eight dollars and  forty-five
cents ($28.45) per week per employee.

(e)   The  Company  shall  make contributions for  each  employee,  in
accordance with Paragraphs (a), (b), (c) and (d), above, provided that
such  employee receives compensation of at least eight (8) hours in  a
week.

(f)    The  Company  shall  make  contributions  in  accordance   with
Paragraphs (a) and (b), (c) and (d) above for employees on:

      1.  Sick leave for a period not to exceed twenty-four months.
      2.  Sick leave for compensable injury.
      3.  Union leave of absence.

(g)   Contributions shall be made before the tenth (10th) day  of  the
month following the month for which week contributions are made.


                             ARTICLE XVIII
                              TERMINATION

      This  Agreement  shall continue in full force and  effect  until
12:00 Midnight on the 30th day of July, 1999.  Thereafter, it shall be
considered automatically renewed for each following twelve (12)  month
period  unless either party shall serve written notice  on  the  other
sixty  (60)  days  prior to each anniversary date of their  intent  to
modify  or amend the Agreement.  If such notice is given, the  parties
will  enter  into negotiations in an attempt to reach an agreement  on
the  provisions of a modified or amended contract.  Failure to  agree,
the  contract will be effective only on a day-to-day basis  commencing
on the day following the above termination date, until a new agreement
is  reached or until the Union serves the Company with a written  ten-
day notice to terminate the day-to-day agreement.

IN  WITNESS  WHEREOF,  the  parties have  caused  their  names  to  be
subscribed   below   by   their   duly  authorized   officers   and/or
representatives this 30th day of July, 1996.

FOR THE COMPANY:


/X/ Gerald E. LeVea
Gerald E. LeVea, V.P. & Gen. Mgr.

/x/ Edward C. Sibilio
Edward C. Sibilio, Plant Supt.

/x/ Edward J. Davis
Edward J. Davis, Employee Relations

/x/ Charles J. Davitt
Charles J. Davitt,
Corp. Director of Industrial Relations


FOR THE UNION:

/x/ Edward J. McGowan
Edward J. McGowan, Business Representative

/x/ Alfred L. Thompson
Alfred L. Thompson, Chairperson

/x/ Michael Cole
Michael Cole, Committeeperson

/x/ Bret Norris
Bret Norris, Committeeperson

/x/ Michael Zobrist
Michael Zobrist, Committeeperson





FOR THE INTERNATIONAL UNION:


/x/ Geri Ochocinska
Geri Ochocinska, Assistant Director




FOR THE BOARD OF DIRECTORS:


/x/ Neil E. Lipke
Neil E. Lipke

                     MEMORANDUMS OF UNDERSTANDING

      During the course of negotiations the following memorandums were
agreed to:

MEMO #1 - ARTICLE II, SECTION 2.5 - OVERTIME REPRESENTATION

      During  the  current contract negotiations, the  Union  and  the
Company  representatives  agreed that the current  language  does  not
address the mechanics of how to select a Union Representative  if  one
has  not been scheduled for overtime.  The below listed procedure will
be  utilized,  and  is mutually agreeable to both the  Union  and  the
Company.

     A.  The Union Representative (Committeeperson/Steward) having the
lowest  amount  of total overtime hours, who is capable of  performing
the  work,  will  replace the out of class employee with  the  highest
total  overtime  hours in the classification the Union  Representative
can perform.

          In  the event that the above step does not result in a Union
Representative working, the below procedure (B) will be incorporated.

     B.  The Union Representative (Committeeperson/Steward) having the
lowest  amount  of total overtime hours, who is capable of  performing
the  work,  will replace the in-class employee with the highest  total
overtime  hours,  in  the classification the Union Representative  can
perform.

MEMO #2 - OVERTIME ERRORS CORRECTION METHOD

      The  Company and Union have agreed on a trial basis, to  correct
any  error in assignment of overtime hours by deducting the number  of
hours  the employee should have been offered from the employees  total
overtime hours as listed on the equalization chart.  This trial period
shall  remain in effect until one party serves written notice  on  the
other to cancel this agreement.  Should one party serve notice on  the
other,  the  parties shall revert to the former procedure  to  correct
errors in overtime assignments which is outlined in paragraph 9.12 (e)
of  the  Collective Bargaining Agreement.  Conversion  to  the  former
procedure  shall occur not later than the first day of the  work  week
following  seven  (7)  days after written notice  of  cancellation  is
received.

MEMO #3 - OVERTIME IN THE ANNEAL AND LINE OPERATOR CLASSIFICATION

      Overtime  in the anneal operation will be offered first  to  the
employee  with  the least amount of overtime hours  in  the  Reversing
Mill,  Tandem  Mill  or Scheduler Classifications.   These  three  (3)
classifications  will  be  considered  "in-class"   for   the   anneal
operation.

      Overtime opportunities in the Line Operator Classification shall
be  offered first to the employee(s) with the least amount of overtime
hours charged.  The former practice of rotating shall be discontinued.

MEMO #4

     Line clean up laborers will receive cloth coveralls upon request.






MEMO #5 - STEP

      The  Company and Union have agreed in principle to the following
STEP  Program  and  have further agreed to a two (2)  hour  per  month
meeting commitment for the purpose of refining and implementing STEP.

               SAFETY     TRAINING     EFFICIENCY
                         PRODUCTIVITY

                         = EQUALS =

                    SUCCESS    TEAMWORK
                 EDUCATIONAL OPPORTUNITIES
                          PURPOSE

                     STATEMENT AND PURPOSE AND COMMITMENT

      This statement of purpose and commitment is entered into between
the  Company,  Gibraltar  Steel Corporation, located  at  2555  Walden
Avenue, Cheektowaga, New York and the Union, Local 55 UAW on behalf of
its  members  at  Gibraltar Steel.  The parties hereto  recognize  the
benefit  of  establishing a joint master program which  will  house  a
variety  of  projects to foster a spirit of cooperation and  a  mutual
dedication  to the full development of employee skills, and meaningful
involvement  in  the decision making process and the  success  of  the
Company as a world class provider.

     The parties recognize that success in this endeavor benefits all;
the  employees through job pride and satisfaction, the Company through
recognition as a quality, dependable provider in a world market  place
and a greater share of the market.

       The   parties  agree  to  the  following  principles   in   the
establishment of this program and benefits derived from its success.

1.  Trust

      Decisions  must  be made in a setting which is characterized  by
working together in an atmosphere of complete trust.

2.  RESPECT

      Decision  made  at  all  levels must respect  the  concerns  and
interests of all employees in the Company.

3.  SHARING

     All employees must share the responsibility to find solutions for
problems  and  can expect to share in any rewards of achieving  common
goals.

      The Company and the Union agree that the appropriate vehicle for
this Joint Master Program is:
             STEP - Safety
                  - Training
                  - Efficiency
                  - Productivity

which when established will result in:
             S - Success
             T - Teamwork
             E - Educational Opportunities
             P - Purpose

      Both parties understand clearly the enormous undertaking of this
project  and  recognize the need for patience,  level  headedness  and
commitment  to  see this project through.  However, the  parties  also
agree  and  understand that challenges in the market place  from  both
competition and customers warrant immediate attention and  is  in  the
best interests of everyone.

     An overview of STEP consists of:

     A.  DEVELOPMENT of each currently identified aspect of the master
program  i.e. - safety - training - efficiency - productivity as  well
as the general guidelines of the master program itself.

     B.  IMPLEMENTATION of each aspect of the program (step by step).

     C.  MONITOR and evaluate.

     D.  PROVIDE positive recognition.

     E.  PROVIDE constructive criticism and corrective directions.

MEMO #6 - PRESCRIPTION SAFETY GLASSES

     All employees who wear prescription lenses will be reimbursed for
one  (1) pair of prescription safety glasses with side shields  during
the  term of the contract upon approval of the glasses by the Company.
Employees may select any supplier to obtain their glasses from so long
as  they  meet  the required OSHA and ANSI standards.   The  following
Reimbursement Schedule shall apply:

                                   7/30/96
                                    thru
                                   7/29/97        7/30/97
               Single Lenses   -   $ 20.60        $ 25.60
               Bifocal Lenses  -   $ 33.80        $ 38.80
               Trifocal Lenses -   $ 40.00        $ 45.00


MEMO #7 - Administration of Excused Overtime Refusal Due to Attendance
at a Union Membership Meeting

      The  Union  Committee will jointly administer  excused  overtime
refusal  due  to attendance at a Union Membership Meeting through  the
maintenance  of  a "Sign-Out Sheet" which would be provided  and  made
available to the Union Membership attending a Union Membership Meeting
at the conclusion of such meeting.

      Only  those Union Members who could have worked overtime  during
the time period in which the Union Membership Meeting was held and who
have  signed  the  "Sign-Out  Sheet"  will  be  excused  from  charged
overtime.

     The Union Committee shall deliver the Membership "Sign-Out Sheet"
to  the Company by 8:30 A.M. on the first regular work day immediately
following the Union Membership Meeting.

      The  Company  will  proceed with the current  administration  of
charging for overtime and then review such charges in conjunction with
the submitted "Sign-Out Sheet."  Those Union Members having signed the
"Sign-Out  Sheet" shall be excused from any overtime charges  incurred
for the period in which the Union Membership Meeting was held.

MEMO #8 - WELFARE FUND INSURANCE

      Effective  August  1, 1993 the Welfare Fund  coverage  shall  be
amended  to  include  Rider  #21  (Ambulatory  Care)  and  Rider   #18
(Preventive  Care/or  Newborn Children) and $3.00 prescription  co-pay
shall be changed to $5.00 prescription co-pay.






May 1, 1996

U.A.W. Local 55
892 Main Street
Buffalo, NY 14202


Attention:
Mr. Edward J. McGowan and Committee

Dear Mr. McGowan:

This  letter will confirm our following understanding that was reached
during the 1996 negotiations regarding the following issues:

  1.    Pursuant  to  past practice, the Company agrees that  it  will
     continue to post and identify whenever mill clean-up is scheduled on
     weekend overtime.
  
  2.   Article VII, Section 7.12(g)(2) - as agreed, the Training Program
     shall be incorporated as part of this agreement by reference, whenever
     a bargaining-unit employee exercises his right to initiate training on
     overtime.  Also, under the section of the Training Program entitled
     "Eligibility" it was further agreed that the following addition in
     language be made:

          "Employees  expressing  a need for further  training  and/or
          refamiliarization  on  a  job  they  have  been   previously
          qualified  on  may,  at the Company's  sole  discretion,  be
          temporarily  transferred for up to two (2) consecutive  work
          weeks  to  again attain competency and proficiency  on  that
          job.  Refamiliarization on the job may include retraining on
          the  basics  of the job up to and including updates  on  the
          specifics of setups, new products, and machinery, etc.   The
          parties recognize that displacement may occur as a result of
          the temporary transfer."

     3.    That  the Company is agreeable to accepting the resumes  of
       relatives of Gibraltar employees for future consideration as outlined
       in our letter of April 17th, 1996.
     
     4.    That  the  Company and Union have come to an agreement  and
       understanding of the job duties of the Laborer and Labor Operator
       Classifications.  The specific duties of these two (2) classifications
       are outlined on the following two (2) pages.

Very truly yours,
GIBRALTAR STRIP AND
STRAPPING DIVISION



Gerald E. LeVea
Vice President and General Manager



                        Laborer Classification



Duties:

A.)  Hand Banding (includes utilizing towmotor).

B.)  General Plant Housekeeping (includes strapping line clean up).

C.)  Fill  in for absenteeism, vacations and jobs requiring additional
     manpower due to a "temporary" influx of work.


Requirements and Stipulations:

A.)  Laborers  shall  be  trained in two (2)  of  the  following  jobs
     selected at the sole discretion of the Company: all Helpers, Towmotor,
     Janitor, Hooker and Strapping Line Support classifications.

B.)  The  Company may train, and Laborers may be required to learn all
     of  the  jobs  referenced in paragraph A.) above.   However,  the
     qualification standard for the Laborer classification will  be  a
     minimum of qualification in two (2) of the jobs referenced in A.)
     above.

C.)  The Temporary Transfer, two (2) week limit does not apply.

D.)  Filling  in  for other classifications on their shift or  another
     shift, is not considered a move.

E.)  Laboring overtime (banding, housekeeping) will be shared with the
     Labor Operator classification.

F.)  Laborers  are  required to fill in for absenteeism, etc.,  before
     any regular classifications are utilized to fill the vacancy through
     temporary transfer.  Laborers are required to fill in for absenteeism,
     etc. while on overtime.

G.)  At  the Company's sole discretion it may either post for a  plant
     wide  training  opportunity or place a Laborer in  such  training
     opportunity on any job(s) referenced in paragraph A.) above.



                     Labor Operator Classification



Duties:

A.)  Hand Banding (includes utilizing towmotor).

B.)  General Plant Housekeeping (includes strapping line clean up).

C.)   Fill in for absenteeism, vacations and jobs requiring additional
   manpower due to a "temporary" influx of work.


Requirements and Stipulations:

A.)  Labor Operators shall be trained in two (2) of the following jobs
   selected at the sole discretion of the Company: all Operators, Hooker,
   Slitter Helper and Janitor classifications.

B.)   Classifictions excluded will be Maintenance, Roll  Grinder,  and
   Truck Driver, specifically.

C.)   The  Company may train, and Labor Operators may be  required  to
   learn all of the jobs referenced in paragraph A.) above.  However, the
   qualification standard for the Labor Operator classification will be a
   minimum of qualification in two (2) of the jobs referenced  in  A.)
   above.

D.)  The Temporary Transfer, two (2) week limit does not apply.

E.)   Filling  in for other classifications on their shift or  another
   shift, is not considered a move.

F.)  Laboring overtime (banding, housekeeping) will be shared with the
   Laborer classification.

G.)   Labor  Operators are required to fill in for absenteeism,  etc.,
   before any regular classifications are utilized to fill the vacancy
   through temporary transfer.  Labor Operators are required to fill in
   for absenteeism, etc. while on overtime.

H.)   At  the Company's sole discretion it may either post for a plant
   wide training opportunity or place a Labor Operator in such training
   opportunity on any job(s) referenced in paragraph A.) above.




April 21, 1993



U.A.W. Local 55
892 Main Street
Buffalo, NY 14202

Attention:  Ms. G. Ochocinska and Committee

Dear Ms. Ochocinska:

During the course of negotiations, the Company and the Union discussed
the  criteria  by  which  employees could  bump  into  Labor  Operator
Classification during a layoff.

It  was mutually agreed that during a layoff, employees having greater
seniority  could bump into the Labor Operator Classification providing
such   employee  was  capable  of  performing  two  or  more  Operator
Classifications listed in the Agreement.

Very truly yours,

GIBRALTAR STRIP AND STRAPPING DIVISION



Gerald E. LeVea
Vice President & General Manager
 
 
April 21, 1993


U.A.W. Local 55
892 Main Street
Buffalo, NY 14202

Attention:  Ms. G. Ochocinska and Committee

Dear Ms. Ochocinska:

During the course of negotiations, the Company and the Union discussed
the  ability  of employees to remain on their own shift when  notified
that  they have been called for jury duty.  It was mutually agreed  as
follows:

Employees  called for jury duty shall immediately notify  the  Company
that  they have been so selected.  At such time the employee will also
notify the Company of their option to stay on their own shift or to be
transferred  to the first (day) shift for the duration of  their  jury
duty.   If  the  employee  elects to stay on  his  own  shift,  it  is
understood  such  employee  will remain  in  his  own  classification.
Should  the  employee elect to be transferred to days or first  shift,
the employee will be considered as an extra and may be
assigned  to  various  jobs  in  accordance  with  the  terms  of  the
Collective  Bargaining  Agreement.  It is  also  understood  that  the
employee  will provide a secondary notice daily between the  hours  of
5:00 P.M. and 7:00 P.M. to
whomever the Company designates as to their jury duty requirements  to
physically  report or not to report for such jury duty.  The  employee
is  not eligible to work his opted shift on the day he is required  to
report to jury duty.

It is further recognized that this understanding is in accordance with
current  court practices and that any changes, variances or unforeseen
circumstances  shall  be  subject of further  discussions  and  mutual
agreement between the Company and the Union.

Very truly yours,

GIBRALTAR STRIP AND STRAPPING DIVISION



Gerald E. LeVea
Vice President & General Manager


May 10, 1993



Ms. Geri Ochocinska
U.A.W. Local 55
892 Main Street
Buffalo, NY 14202

Dear Ms. Ochocinska:

During  our  recent  contract negotiations the  negotiating  committee
requested that the Company address the status of three (3) items  used
in  the manufacturing facility that are considered by the workforce as
being  irritants.  The three items are kerosene, zinc  dust  additive,
and aluminum paint vapors.

I  assure  you  that the Management of Gibraltar Steel Corporation  is
actively  pursuing suitable alternate products for these three  items.
We  would  transition  into  the  new  products  immediately  after  a
successful trial period.

We  have  the  same  concerns regarding safety as  the  general  Union
Membership and will continue to insure that our workplace continues to
remain a safe environment for all of our employees.

Very truly yours,

GIBRALTAR STRIP AND STRAPPING DIVISION



Gerald E. LeVea
Vice President & General Manager



                             LETTER OF COMMITMENT


Management  of Gibraltar will continue to pledge best efforts  to  the
Strip  and  Strapping  Division on Walden Avenue  to  ensure  that  it
remains  a  viable business for the long term future  for  the  mutual
benefit and security of both the management and all of the employees.



                                            Joseph Rosenecker
                                            President



                            TABLE OF CONTENTS - I



AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

WITNESSETH:  ARTICLE I - PURPOSE

      1.1 - Purpose of Agreement. . . . . . . . . . . . . . . . . . .
      1.2 - Bargaining Unit Employees . . . . . . . . . . . . . . . .

ARTICLE II - RECOGNITION

      2.1 - Union Recognition . . . . . . . . . . . . . . . . . . . .
      2.2 - Successor Clause. . . . . . . . . . . . . . . . . . . . .
      2.3 - List of Supervisors and Union Representatives . . . . . .
      2.4 - Conferences . . . . . . . . . . . . . . . . . . . . . . .
      2.5 - Overtime Representation . . . . . . . . . . . . . . . . .
      2.6 - No Subcontracting . . . . . . . . . . . . . . . . . . . .
      2.7 - Union Bulletin Boards . . . . . . . . . . . . . . . . . .
      2.8 - Supervision May Not Work. . . . . . . . . . . . . . . . .
      2.9 - Supremacy of the Agreement. . . . . . . . . . . . . . . .

ARTICLE III - COLLECTION OF DUES

      3.1 - Membership Cards. . . . . . . . . . . . . . . . . . . . .
      3.2 - Membership in Union a Condition of Employment . . . . . .
      3.3 - Termination of Employment for Failure to Pay Dues . . . .

ARTICLE IV -  REPRESENTATION

      4.1 - Representatives and Payment of Committeemen . . . . . . .
      4.2 - Representatives May Leave Jobs for Union Activities . . .
      4.3 - Payment of Committeemen and Steward . . . . . . . . . . .

ARTICLE V - GRIEVANCE PROCEDURE

      5.1 - Grievance Procedure - STEP 1 - Foreman's Disposition. . .
            Grievance Property of the Union . . . . . . . . . . . . .
            STEP 2 - Plant Manager's Disposition. . . . . . . . . . .
            STEP 3 - Disposition of Officers of the Company . . . . .
            STEP 4 - Arbitration. . . . . . . . . . . . . . . . . . .
      5.2 - Preliminary Meeting for Contemplated Discipline . . . . .
      5.3 - Five Work Days to File a Grievance on Discharge . . . . .
      5.4 - Evidence Before Arbitration . . . . . . . . . . . . . . .
      5.5 - Grievance Meetings Regarding Suspension and/or Discharge.
 
ARTICLE VI - STRIKES AND LOCKOUTS

      6.1 - No Strike Clause. . . . . . . . . . . . . . . . . . . . .
      6.2 - No Lockout Clause . . . . . . . . . . . . . . . . . . . .
      6.3 - Unauthorized Strikes. . . . . . . . . . . . . . . . . . .
      6.4 - Right to Strike . . . . . . . . . . . . . . . . . . . . .


                            TABLE OF CONTENTS - II



ARTICLE VII - SENIORITY

      7.1 - Company-Wide Seniority and Super-Seniority for Union
            Representatives . . . . . . . . . . . . . . . . . . . . .
      7.2 - Bumping and Recall - Three (3) Work Days Advance Notice
            of Layoff . . . . . . . . . . . . . . . . . . . . . . . .
      7.3 - Layoff Procedure. . . . . . . . . . . . . . . . . . . . .
      7.4 - Recall Procedure. . . . . . . . . . . . . . . . . . . . .
      7.5 - Seasonal Employees. . . . . . . . . . . . . . . . . . . .
      7.6 - Creation of New Shift . . . . . . . . . . . . . . . . . .
      7.7 - Probationary Period . . . . . . . . . . . . . . . . . . .
      7.8 - Loss of Seniority . . . . . . . . . . . . . . . . . . . .
      7.9 - Seniority Lists . . . . . . . . . . . . . . . . . . . . .
     7.10 - Seniority When Transferred or Promoted Out of
            Bargaining Unit . . . . . . . . . . . . . . . . . . . . .
     7.11 - Change of Address . . . . . . . . . . . . . . . . . . . .
     7.12 - Job Posting . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE VIII - LEAVES OF ABSENCE

      8.1 - Union Leave . . . . . . . . . . . . . . . . . . . . . . .
      8.2 - Personal Leave. . . . . . . . . . . . . . . . . . . . . .
      8.3 - Sick Leave with Seniority . . . . . . . . . . . . . . . .
      8.4 - Bereavement Leave . . . . . . . . . . . . . . . . . . . .
      8.5 - Leave of Absence Under False Pretenses. . . . . . . . . .
      8.6 - Jury Duty Leave . . . . . . . . . . . . . . . . . . . . .
      8.7 - Veteran's Leave -- Armed Forces . . . . . . . . . . . . .
      8.8 - Vacation Pay for Service Men. . . . . . . . . . . . . . .
      8.9 - Military Leave - Temporary. . . . . . . . . . . . . . . .
     8.10 - Representatives Educational Leave . . . . . . . . . . . .

ARTICLE IX - HOURS, WAGES AND OVERTIME

      9.1 - Work Shifts and Guaranteed Work Week. . . . . . . . . . .
      9.2 - Work Day and Work Week. . . . . . . . . . . . . . . . . .
      9.3 - Overtime Payment. . . . . . . . . . . . . . . . . . . . .
      9.4 - Change of Work Shifts and Work Week by Mutual
            Agreement . . . . . . . . . . . . . . . . . . . . . . . .
      9.5 - Call-In Pay . . . . . . . . . . . . . . . . . . . . . . .
      9.6 - Classifications and Rate of Pay Must be Negotiated. . . .
      9.7 - Shift Premiums. . . . . . . . . . . . . . . . . . . . . .
      9.8 - Pay For Work on Holiday . . . . . . . . . . . . . . . . .
      9.9 - Holiday Pay . . . . . . . . . . . . . . . . . . . . . . .
     9.10 - Pay For All Holidays Within 31 Days of Termination of
            Employment. . . . . . . . . . . . . . . . . . . . . . . .
     9.11 - Pay For Holidays While on Vacation, Jury Duty or
            National Guard Duty . . . . . . . . . . . . . . . . . . .
     9.12 - Overtime. . . . . . . . . . . . . . . . . . . . . . . . .
     9.13 - Temporary Transfer. . . . . . . . . . . . . . . . . . . .
     9.14 - Operation of Crane by Maintenance Employee. . . . . . . .


                           TABLE OF CONTENTS - III



ARTICLE X - SAFETY AND HEALTH

     10.1 - Health and Safety . . . . . . . . . . . . . . . . . . . .
     10.2 - Safety Committee . . . . . . . . . . . . . . . . . . . .
     10.3 - Medical Supplies. . . . . . . . . . . . . . . . . . . . .
     10.4 - Safety Equipment. . . . . . . . . . . . . . . . . . . . .
            Grievance Pertaining to Health and Safety . . . . . . . .
            Protective Equipment. . . . . . . . . . . . . . . . . . .

ARTICLE XI - GENERAL CONDITIONS

     11.1 - Clauses in Violations of Law. . . . . . . . . . . . . . .
     11.2 - Printed Contracts . . . . . . . . . . . . . . . . . . . .
     11.3 - Act of God. . . . . . . . . . . . . . . . . . . . . . . .
     11.4 - Wash-Up and Lunch Period During Overtime. . . . . . . . .
      11.5 - Payment for First Day of Injury . . . . . . . . . . . . .
 .
     11.6 - Coffee Breaks . . . . . . . . . . . . . . . . . . . . . .
     11.7 - Payment for Attending Compensation Hearing. . . . . . . .
     11.8 - Shift Transfer. . . . . . . . . . . . . . . . . . . . . .
     11.9 - Employment of Disabled. . . . . . . . . . . . . . . . . .
    11.10 - Divulging of Information. . . . . . . . . . . . . . . . .
    11.11 - Vending Machines. . . . . . . . . . . . . . . . . . . . .
    11.12 - Union Representatives May Not Be Promoted During Term
            of Office . . . . . . . . . . . . . . . . . . . . . . . .
    11.13 - Warning Notices . . . . . . . . . . . . . . . . . . . . .
    11.14 - Approval of Agreement . . . . . . . . . . . . . . . . . .
    11.15 - Credit Union Deductions . . . . . . . . . . . . . . . . .
    11.16 - UAW V-CAP Deductions. . . . . . . . . . . . . . . . . . .

ARTICLE XII - INSURANCE

     12.1 - Local 55 UAW Welfare Fund . . . . . . . . . . . . . . . .
     12.2 - Monthly Contributions . . . . . . . . . . . . . . . . . .
     12.3 - Guarantee for Increased Cost. . . . . . . . . . . . . . .
     12.4 - Coverage During Cessation of Active Employment. . . . . .
     12.5 - No Liability Upon Company Except to Make Contributions. .
     12.6 - Contributions for Newly Hired Employees . . . . . . . . .
     12.7 - Retirees Insurance Age 65 . . . . . . . . . . . . . . . .

ARTICLE XIII - VACATIONS

     13.1 - Vacation for Employees with Less Than One (1) Year of
            Seniority . . . . . . . . . . . . . . . . . . . . . . . .
     13.2 - Vacations for Employees with More Than One (1) Year of
            Seniority . . . . . . . . . . . . . . . . . . . . . . . .
     13.3 - Vacation Computations Shall Include Shift Premium and
            Cost of Living. . . . . . . . . . . . . . . . . . . . . .
     13.4 - Holidays Not Considered Vacation Time . . . . . . . . . .
     13.5 - Payment of Vacation Pay Prior to Vacation Time. . . . . .
     13.6 - Vacation Payment For Employees Who Leave Company. . . . .


                            TABLE OF CONTENTS - IV




     13.7 - Vacation May Not Be Designated During Period of Layoff. .
     13.8 - Payment of Balance of Pro-Rata Vacation at Time of
            Recall. . . . . . . . . . . . . . . . . . . . . . . . . .
     13.9 - Anniversary Date. . . . . . . . . . . . . . . . . . . . .
    13.10 - Vacation Time May Not Be Accumulated. . . . . . . . . . .
    13.11 - Vacation Period . . . . . . . . . . . . . . . . . . . . .
    13.12 - Vacation Credit for Sick Time and Leave of Absence. . . .

ARTICLE XIV - MANAGEMENT

     14.1 - Management Rights . . . . . . . . . . . . . . . . . . . .
ARTICLE XV - COST-OF-LIVING ALLOWANCE

     15.1 - Cost of Living. . . . . . . . . . . . . . . . . . . . . .

ARTICLE XVI - WAGE RATES AND JOB CLASSIFICATION

     Schedule "A"   . . . . . . . . . . . . . . . . . . . . . . . . .
     Schedule "B"   . . . . . . . . . . . . . . . . . . . . . . . . .
     Schedule "C"   . . . . . . . . . . . . . . . . . . . . . . . . .

ARTICLE XVII - RETIREMENT INCOME

     17.1 - Local 55 UAW Area Wide Retirement Income Fund . . . . . .
     17.2 - Contributions . . . . . . . . . . . . . . . . . . . . . .

ARTICLE XVIII - TERMINATION . . . . . . . . . . . . . . . . . . . . .

MEMORANDUMS OF UNDERSTANDING. . . . . . . . . . . . . . . . . . . . .

LETTERS OF UNDERSTANDING. . . . . . . . . . . . . . . . . . . . . . .

LETTER OF COMMITMENT. . . . . . . . . . . . . . . . . . . . . . . . .



 

5 1000 US DOLLARS YEAR DEC-31-1996 DEC-31-1996 1 5,545 0 40,804 698 62,351 109,526 118,035 29,365 222,507 40,853 48,623 0 0 123 121,621 222,507 342,974 342,974 281,717 281,717 30,640 0 3,827 26,790 10,815 15,975 0 0 0 15,975 1.42 1.42