FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                        
                                        
                                        
            (Mark one)
            ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934
        
            For the quarterly period ended September 30, 1998
        
                                       OR
                                        
            (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934
        
            For the transition period from _________ to _________
        
        
        Commission file number  0-22462
        
               Gibraltar Steel Corporation
             (Exact name of Registrant as specified in its charter)
        
               Delaware                               16-1445150
            (State or other jurisdiction of           (I.R.S. Employer
            incorporation or organization)            Identification No.)
        
            3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York 14219-0228
            (Address of principal executive offices)
        
               (716)  826-6500
            (Registrant's telephone number, including area code)
        
        
        
        
        Indicate by check mark whether the Registrant (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the Securities
        Exchange Act of 1934 during the preceding 12 months (or for such
        shorter period that the Registrant was required to file such
        reports), and (2) has been subject to such filing requirements for
        the past 90 days.  Yes  X .  No    .
        
        
        As of September 30, 1998, the number of common shares outstanding
        was: 12,481,293.
        
        
        
        

        
                                     1 of 13
                                        
                                        
                                        
                                        
                           GIBRALTAR STEEL CORPORATION
                                        
                                      INDEX
                                        
        
        PAGE NUMBER
        PART I.  FINANCIAL INFORMATION
        
        Item 1.  Financial Statements
        
                 Condensed Consolidated Balance Sheets
                 September 30, 1998 (unaudited) and
                 December 31, 1997 (audited)                             3
        
                 Condensed Consolidated Statements of Income
                 Three and nine months ended
                 September 30, 1998 and 1997 (unaudited)                 4
        
                 Condensed Consolidated Statements of Cash Flows
                 Nine months ended September 30, 1998 and 1997
                 (unaudited)                                             5
        
                 Notes to Condensed Consolidated Financial
                 Statements (unaudited)                                6 - 8
        
        
        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations         9 - 11
        
        
        PART II. OTHER INFORMATION                                       12
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        




                                     2 of 13
                                        
                         PART I.  FINANCIAL INFORMATION
                                        
                          Item 1. Financial Statements
                                        
                           GIBRALTAR STEEL CORPORATION
                                        
                       CONDENSED CONSOLIDATED BALANCE SHEET
                                  (in thousands)
                                        
                                                   September 30, December 31,
                                                       1998          1997
                                                    (unaudited)    (audited)
                                                  
     Assets
     
     Current assets:
            Cash and cash equivalents               $   2,314     $   2,437
            Accounts receivable                        82,149        49,151
            Inventories                               112,000        76,701
            Other current assets                        4,390         2,457
     
               Total current assets                   200,853       130,746
     
     Property, plant and equipment, net               157,033       115,402
     
     Other assets                                      83,839        35,188
     
                                                    $ 441,725     $ 281,336
                                                     ========      ========
     
     Liabilities and Shareholders' Equity
     
     Current liabilities:
            Accounts payable                        $  59,040     $  38,233
            Accrued expenses                           14,904         3,644
            Current maturities of long-term debt        1,292         1,224
     
               Total current liabilities               75,236        43,101
     
     Long-term debt                                   188,713        81,800
     
     Deferred income taxes                             20,635        15,094
     
     Other non-current liabilities                      1,738         1,297
     
     Shareholders' equity
            Preferred shares                                -             -
            Common shares                                 125           124
            Additional paid-in capital                 66,530        66,190
            Retained earnings                          88,748        73,730
     
               Total shareholders' equity             155,403       140,044
     
                                                    $ 441,725     $ 281,336
                                                     ========      ========
See accompanying notes to financial statements 3 of 13 GIBRALTAR STEEL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 (unaudited) (unaudited) Net sales $ 152,628 $ 114,249 $ 413,893 $ 341,739 Cost of sales 124,937 96,102 339,149 284,977 Gross profit 27,691 18,147 74,744 56,762 Selling, general and administrative expense 15,777 10,525 42,026 31,177 Income from operations 11,914 7,622 32,718 25,585 Interest expense 3,337 1,310 7,688 3,907 Income before taxes 8,577 6,312 25,030 21,678 Provision for income taxes 3,431 2,525 10,012 8,748 Net income $ 5,146 $ 3,787 $ 15,018 $ 12,930 ========= ========= ========= ========= Net income per share-Basic $ .41 $ .31 $ 1.21 $ 1.05 ========= ========= ========= ========= Weighted average number of shares outstanding-Basic 12,477 12,372 12,446 12,341 ========= ========= ========= ========= Net income per share-Diluted $ .41 $ .30 $ 1.19 $ 1.03 ========= ========= ========= ========= Weighted average number of shares outstanding-Diluted 12,612 12,637 12,640 12,584 ========= ========= ========= =========
See accompanying notes to financial statements 4 of 13 GIBRALTAR STEEL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) Nine Months Ended September 30, 1998 1997 (unaudited) Cash flows from operating activities Net income $ 15,018 $ 12,930 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9,368 6,216 Provision for deferred income taxes 1,329 1,230 Undistributed equity investment income (259) (383) Other noncash adjustments 275 239 Increase (decrease) in cash resulting from changes in (net of acquisitions): Accounts receivable (18,238) (8,849) Inventories (18,958) 5,610 Other current assets (1,356) (1,099) Accounts payable and accrued expenses 16,111 (2,160) Other assets (757) (390) Net cash provided by operating activities 2,533 13,344 Cash flows from investing activities Acquisitions, net of cash acquired (86,799) (26,475) Purchases of property, plant and equipment (16,807) (17,677) Net proceeds from sale of property and equipment 108 87 Net cash used in investing activities (103,498) (44,065) Cash flows from financing activities Long-term debt reduction (28,002) (62,059) Proceeds from long-term debt 128,778 89,365 Net proceeds from issuance of common stock 66 792 Net cash provided by financing activities 100,842 28,098 Net decrease in cash and cash equivalents (123) (2,623) Cash and cash equivalents at beginning of year 2,437 5,545 Cash and cash equivalents at end of period $ 2,314 $ 2,922 ======= =======
See accompanying notes to financial statements 5 of 13 GIBRALTAR STEEL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying condensed consolidated financial statements as of September 30, 1998 and 1997 have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations and cash flows at September 30, 1998 and 1997 have been included. Certain information and footnote disclosures including significant accounting policies normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements included in the Company's Annual Report to Shareholders for the year ended December 31, 1997. The results of operations for the nine month period ended September 30, 1998 are not necessarily indicative of the results to be expected for the full year. 2. INVENTORIES Inventories consist of the following: (in thousands) September 30, December 31, 1998 1997 (unaudited) (audited) Raw material $ 75,014 $ 51,804 Finished goods and work-in-process 36,986 24,897 Total inventories $112,000 $ 76,701 ======= ======= 6 of 13 3. STOCKHOLDERS' EQUITY The changes in stockholders' equity consist of: (in thousands) Additional Common Shares Paid-in Retained Shares Amount Capital Earnings December 31, 1997 12,410 $ 124 $ 66,190 $ 73,730 Net Income - - - 15,018 Stock options exercised 5 - 65 - Restricted stock granted 55 1 - - Earned portion of restricted stock - - 58 - Profit sharing plan contribution 11 - 217 - September 30, 1998 12,481 $ 125 $ 66,530 $ 88,748 ==================================== 4. EARNINGS PER SHARE Basic net income per share equals net income divided by the weighted average shares outstanding for the nine months ended September 30, 1998 and 1997. The computation of diluted net income per share includes all dilutive common stock equivalents in the weighted average shares outstanding. The reconciliation between basic and diluted earnings per share is as follows: Basic Basic Diluted Diluted Income Shares EPS Shares EPS 1998 $15,018,000 12,446,209 $1.21 12,639,655 $1.19 1997 $12,930,000 12,340,900 $1.05 12,584,083 $1.03 Included in diluted shares are common stock equivalents relating to options of 193,446 and 243,183 for 1998 and 1997, respectively. 5. ACQUISITIONS On June 1, 1998, the Company purchased all the outstanding common stock of United Steel Products Company (USP) for approximately $24 million in cash. USP designs and manufacturers lumber connector products for the wholesale market and plastic molded products for component manufacturers. On April 1, 1998, the Company purchased the assets and business of Appleton Supply Co., Inc. (Appleton) for approximately $28 million in cash. Appleton manufactures louvers, roof edging, soffitts and other metal building products for wholesale distribution. 7 of 13 On March 1, 1998, the Company purchased the assets and business of The Solar Group (Solar) for approximately $35 million in cash. Solar manufactures a line of construction products as well as a complete line of mailboxes, primarily manufactured with galvanized steel. On January 31, 1997, the Company purchased all of the outstanding capital stock of Southeastern Metals Manufacturing Company, Inc. (SEMCO) for approximately $25 million in cash. SEMCO manufactures a wide array of metal products for the residential and commercial construction markets. These acquisitions have been accounted for under the purchase method. Results of operations of USP, Appleton, Solar and SEMCO have been consolidated with the Company's results of operations from the respective acquisition dates. The aggregate excess of the purchase prices of these acquisitions over the fair market values of the net assets of the acquired companies is approximately $58 million and is being amortized over 35 years from the acquisition dates using the straight-line method. The following information presents the pro forma consolidated condensed results of operations as if the acquisitions had occurred on January 1, 1997. The pro forma amounts may not be indicative of the results that actually would have been achieved had the acquisitions occurred as of January 1, 1997 and are not necessarily indicative of future results of the combined companies. (in thousands, except per share data) Nine Months Ended September 30, 1998 1997 (unaudited) Net sales $ 442,425 $ 437,477 ======== ======== Income before taxes $ 25,486 $ 23,968 ======== ======== Net income $ 15,225 $ 14,165 ======== ======== Net income per share-Basic $ 1.22 $ 1.15 ======== ======== 6. SUBSEQUENT EVENT On October 1, 1998, the Company purchased all the outstanding capital stock of Harbor Metal Treating Co. and its affiliates (collectively, Harbor Metal) for $13.5 million in cash. The results of operations of Harbor Metal will be consolidated with the Company's results of operations from the acquisition date for the quarter ending December 31, 1998. 8 of 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net sales of $152.6 million for the third quarter ended September 30, 1998 increased 33.6% from sales of $114.2 million for the prior year's third quarter. Net sales of $413.9 million for the nine months ended September 30, 1998 increased 21.1% from net sales of $341.7 million for the same period of 1997. These increases resulted from including net sales of Solar (acquired March 1, 1998), Appleton (acquired April 1, 1998) and USP (acquired June 1, 1998) and sales growth at existing operations despite the impact of decreased sales due to a 54 day strike at General Motors, which was settled in late July 1998. Cost of sales as a percentage of net sales decreased to 81.9% for both the third quarter and the first nine months of 1998. Gross profit increased to 18.1% for both periods in 1998 from 15.9% and 16.6% for the comparable periods in 1997. This increase is primarily due to higher margins at SEMCO, Solar, Appleton and USP, which have historically generated higher margins than the Company's other products and services, and due to lower raw material costs at existing operations. Selling, general and administrative expenses as a percentage of net sales increased to 10.3% and 10.2% for the third quarter and nine months ended September 30, 1998, respectively, from 9.2% and 9.1% for the same periods of 1997. These increases were primarily due to higher costs as a percentage of sales attributable to Solar, Appleton and USP and performance based compensation linked to the Company's sales and profitability. Interest expense for the third quarter and nine months ended September 30, 1998 increased by $2.0 million and $3.8 million, respectively, from the same periods in 1997 primarily due to higher borrowings to finance the Solar, Appleton and USP acquisitions and capital expenditures. As a result of the above, income before taxes increased by $2.3 million and $3.4 million for the third quarter and nine months ended September 30, 1998 from the same periods of 1997. Income taxes for the third quarter and nine months ended September 30, 1998 approximated $3.4 million and $10.0 million, respectively, and were based on a 40.0% effective tax rate for both periods compared to an effective tax rate of 40.0% and 40.4%, respectively, for the same periods in 1997. Liquidity and Capital Resources During the first nine months of 1998, the Company increased its working capital to $125.6 million. Additionally, shareholders' equity increased to $155.4 million at September 30, 1998. The Company's principal capital requirements are to fund its operations, including working capital, the purchase and funding of improvements to its facilities, machinery and equipment and to fund acquisitions. 9 of 13 Net income of $15.0 million and depreciation and amortization of $9.4 million combined with an increase in accounts payable and accrued expenses (net of acquisition) of $16.1 million to provide cash of $40.5 million. Increases in inventory and accounts receivable of approximately $37.2 million in aggregate, necessary to service increased sales levels, primarily resulted in net cash provided by operations of approximately $2.5 million. Capital expenditures of $16.8 million and the acquisition of Solar, Appleton and USP for cash totalling approximately $86.8 million were primarily funded by net borrowings of $100.8 million under the Company's credit facility and cash provided by operations. At September 30, 1998 the Company's aggregate credit facilities available approximated $239 million with borrowings of approximately $189 million with an additional availability of approximately $50 million. The Company used approximately $13.5 million of the facility on October 1, 1998 for the acquisition of Harbor Metal. The Company believes that availability of funds under its credit facilities together with cash generated from operations will be sufficient to provide the Company with the liquidity and capital resources necessary to support its existing operations. The Company also believes it has the financial capability to increase its long- term borrowing capacity due to changes in capital requirements. Impact of Year 2000 The Year 2000 issue concerns the inability of some computer hardware and software to distinguish between the year 1900 and the year 2000. If not corrected, computer applications could fail or create erroneous results. The Company is conducting a detailed assessment of all of its information technology and non-information technology hardware and software with regard to Year 2000 issues. The Company's plan to ensure that its systems are Year 2000 ready is comprised of: cataloging all processes and systems which may have a date-related component and identifying those which are not Year 2000 ready; correcting or replacing those systems which are not Year 2000 ready; and testing the corrected or replaced processes and systems to insure that they will, in fact, operate as desired according to Year 2000 requirements. The Company is in various stages of its Year 2000 readiness process at each of its subsidiaries and expects to complete testing of the corrected or replaced systems and be fully Year 2000 ready by July 1999. In addition, the Company is working with its major customers and major vendors, including raw material suppliers and utility companies, to assess their internal state of Year 2000 readiness. These customer and vendor responses are evaluated for any possible risk to, or effect on, the Company's operations and are incorporated into its own detailed Year 2000 readiness assessment. 10 of 13 Costs specifically associated with modifying internal use software for Year 2000 readiness are expensed as incurred but have not been, and are not expected to be, material to the Company's net income. Costs of replacing some of the Company's systems with Year 2000 ready systems have been capitalized as these new systems were acquired for business reasons and not to remediate Year 2000 problems, if any, in the former systems. Based upon the results of Year 2000 readiness efforts underway, the Company believes that all critical information and non-information technology systems and processes will be Year 2000 ready and allow the Company to continue operations beyond the Year 2000 without a material impact on its results of operations or financial position. However, unanticipated problems which may be identified in the ongoing Year 2000 readiness process could result in an undetermined financial risk. Contingency plans to counter these unanticipated problems are being developed as part of the ongoing Year 2000 readiness process. Recent Accounting Pronouncement In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 Accounting for Derivative Instruments and Hedging Activities (FAS No. 133) which requires recognition of the fair value of derivatives in the statement of financial position, with changes in the fair value recognized either in earnings or as a component of other comprehensive income dependent upon the hedging nature of the derivative. Implementation of FAS No. 133 is required for fiscal 2000. The Company does not believe that FAS No. 133 will have a material impact on its earnings or other comprehensive income. Safe Harbor Statement The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the "Act"). Statements by the Company, other than historical information, constitute "forward looking statements" within the meaning of the Act and may be subject to a number of risk factors. Factors that could affect these statements include, but are not limited to, the following: the impact of changing steel prices on the Company's results of operations; changing demand for the Company's products and services; the impact of the Year 2000 problem; and changes in interest or tax rates. 11 of 13 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. 1. Exhibits a. Exhibit 3(ii) - Amended and Restated By-Laws of Gibraltar Steel Corporation effective as of August 11, 1998. b. Exhibit 10.1 - Employment Agreement dated July 9, 1998 between Gibraltar Steel Corporation and Brian J. Lipke c. Exhibit 10.2 - Change in Control Agreement dated July 9, 1998 between Gibraltar Steel Corporation and Brian J. Lipke d. Exhibit 10.3 - Form of Change in Control Agreement dated July 9, 1998 between Gibraltar Steel Corporation and certain of the Company's executive officers. e. Exhibit 27 - Financial Data Schedule 2. Reports on Form 8-K. There were no reports on Form 8-K during the three months ended September 30, 1998. 12 of 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GIBRALTAR STEEL CORPORATION (Registrant) By /x/ Brian J. Lipke Brian J. Lipke President, Chief Executive Officer and Chairman of the Board By /x/ Walter T. Erazmus Walter T. Erazmus Treasurer and Chief Financial Officer (Principal Financial and Chief Accounting Officer) Date October 30, 1998 13 of 13




                 AMENDED AND RESTATED
                        BY-LAWS
                           
                          OF
                           
              GIBRALTAR STEEL CORPORATION
                  (the "Corporation")
                           
            Effective as of August 11, 1998
                           
                           
                       ARTICLE I
                           
                        Offices

      Section  1.   Registered Office.  The  registered
office  of  the  Corporation shall be in  the  City  of
Dover,  County  of Sussex and State of  Delaware.   The
name  of  the  Corporation's registered agent  at  such
address shall be The  Prentice-Hall Corporation System,
Inc.  The registered office and/or registered agent  of
the  Corporation may be changed from time  to  time  by
action of the Board of Directors.

      Section 2.   Other Offices.  The Corporation  may
also have offices at such other places, both within and
without  the  State  of  Delaware,  as  the  Board   of
Directors  may  from  time to  time  determine  or  the
business of the Corporation may require.


                      ARTICLE II
                           
               Meetings of Stockholders

      Section 1.   Annual Meeting.  The annual  meeting
of the stockholders of the Corporation for the election
of  Directors and for the transaction of other business
shall  be  held at such time and such place  within  or
without the State of Delaware as shall be determined by
the Board of Directors or the Chairman of the Board  or
the  President and stated in the notice of the  meeting
or in a waiver of notice thereof.

      Section  2.   Special Meetings.  Special meetings
of  stockholders may be called for any purpose and  may
be  held at such time and place, within or without  the
State  of  Delaware, as shall be stated in a notice  of
meeting  or  in  a  waiver  of  notice  thereof.   Such
meetings may be called at any time only by the Board of
Directors, the Chairman of the Board or the President.

      Section  3.    Place of Meetings.  The  Board  of
Directors  may  designate any place, either  within  or
without  the State of Delaware, as the place of meeting
for  any  annual  meeting or for  any  special  meeting
called by the Board of Directors.  If no designation is
made, or if a special meeting is otherwise called,  the
place  of  meeting  shall  be the  principal  executive
office of the Corporation.

      Section  4.   Notice.  Whenever stockholders  are
required  or  permitted to take action  at  a  meeting,
written  or  printed notice stating  the  place,  date,
time, and, in the case of special meetings, the purpose
or  purposes, of such meeting, shall be given  to  each
stockholder  entitled to vote at such  meeting  and  to
each  director not less than 10 nor more than  60  days
before the date of the meeting.  All such notices shall
be  delivered, either personally or by mail, by  or  at
the  direction of the Board of Directors, the President
or  the Secretary, and if mailed, such notice shall  be
deemed  to  be delivered when deposited in  the  United
States   mail,  postage  prepaid,  addressed   to   the
stockholder  at  his, her or its address  as  the  same
appears  on the records of the Corporation.  Attendance
of  a person at a meeting shall constitute a waiver  of
notice  of such meeting, except when the person attends
for  the  express purpose of objecting at the beginning
of  the  meeting  to the transaction  of  any  business
because the meeting is not lawfully called or convened.

      Section  5.    Stockholders  List.   The  officer
having  charge  of the stock ledger of the  Corporation
shall  make, at least 10 days before every  meeting  of
the  stockholders, a complete list of the  stockholders
entitled  to  vote  at such meeting arranged  in  alpha
betical  order, showing the address of each stockholder
and the number of shares registered in the name of each
stockholder.    Such  list  shall  be   open   to   the
examination of any stockholder, for any purpose germane
to  the meeting, during ordinary business hours, for  a
period of at least 10 days prior to the meeting, either
at  a place within the city where the meeting is to  be
held,  which place shall be specified in the notice  of
the meeting or, if not so specified, at the place where
the  meeting  is  to be held. The list  shall  also  be
produced and kept at the time and place of the  meeting
during the whole time thereof, and may be inspected  by
any stockholder who is present.

     Section 6.   Quorum.  The holders of a majority of
the  outstanding  shares of capital stock  entitled  to
vote  thereat,  present  in person  or  represented  by
proxy, shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided  by  statute
or  by  the  Corporation's Certificate of Incorporation
(the  "Certificate of Incorporation").  If a quorum  is
not  present, the holders of a majority of such  shares
present  in  person  or represented  by  proxy  at  the
meeting may adjourn the meeting to another time  and/or
place.   When  a quorum is once present to  commence  a
meeting  of  stockholders, it  is  not  broken  by  the
subsequent  withdrawal  of any  stockholders  or  their
proxies.

     Section 7.   Adjourned Meetings.  The stockholders
entitled   to  vote  who  are  present  in  person   or
represented  by  proxy at any meeting of  stockholders,
whether  or  not  a  quorum shall  be  present  at  the
meeting,  shall have power by a majority of  the  votes
cast  to  adjourn the meeting from time to time without
notice  other than announcement at the meeting  of  the
time  and place to which the meeting is adjourned.   At
any  adjourned meeting held without notice at  which  a
quorum  shall be present any business may be transacted
that might have been transacted on the original date of
the  meeting.   If  the adjournment is  for  more  than
thirty  (30)  days, or if after the adjournment  a  new
record  date  is  fixed  for the adjourned  meeting,  a
notice of the adjourned meeting shall be given to  each
stockholder of record entitled to vote at the adjourned
meeting.

      Section  8.    Vote Required.  When a  quorum  is
present, the affirmative vote of the majority of shares
present  in  person  or represented  by  proxy  at  the
meeting  and  entitled to vote on  the  subject  matter
shall  be  the  act  of  the stockholders,  unless  the
question is one upon which by express provisions of  an
applicable law or of the Certificate of Incorporation a
different vote is required, in which case such  express
provision shall govern and control the decision of such
question.   When a separate vote by class is  required,
the  affirmative vote of the majority of shares of such
class present in person or represented by proxy at  the
meeting shall be the act of such class.

      Section  9.   Voting Rights.  Except as otherwise
provided by the General Corporation Law of the State of
Delaware  or  by  the Certificate of Incorporation  and
subject  to  Section  3  of  Article  V  hereof,  every
stockholder  shall at every meeting of the stockholders
be  entitled to one vote in person or by proxy for each
share of common stock held by such stockholder.

      Section  10.  Proxies.  Each stockholder entitled
to  vote  at  a  meeting of stockholders may  authorize
another  person or persons to act for  him  or  her  by
proxy,  but no such proxy shall be voted or acted  upon
after  three  years  from its date,  unless  the  proxy
provides for a longer period.

      Section  11.  Proposed Business.  Except  as  may
otherwise  be required by applicable law or  regulation
or be expressly authorized by the Board of Directors, a
stockholder  may  make a nomination or nominations  for
director  of  the Corporation at an annual  meeting  of
stockholders  or  at a special meeting of  stockholders
called  for  the purpose of electing directors  or  may
bring  up any other matter for consideration and action
by  the stockholders at a meeting of stockholders  only
if the provisions of subsections (a) through (d) hereto
shall  have  been satisfied.  If such provisions  shall
not  have been satisfied, any nomination sought  to  be
made  or  other  business sought to be presented  by  a
stockholder  for  consideration  and  action   by   the
stockholders  at  the  meeting  shall  be  deemed   not
properly  brought before the meeting, is and  shall  be
ruled  by  the  chairman of the meeting to  be  out  of
order, and shall not be presented or acted upon at  the
meeting.

          (a)  The stockholder must be a stockholder of
record  entitled to vote on the date of the  giving  of
notice  provided for herein and on the record date  for
such  meeting and must continue to be a stockholder  of
record at the time of such meeting.

           (b)   For  a nomination to be made or  other
business  to  be  presented  by  a  stockholder,   such
stockholder  must have given timely notice  thereof  to
the  Secretary  of the Corporation.  To  be  timely,  a
stockholder's notice to the Secretary must be delivered
to  or  mailed and received at the principal  executive
offices  of the Corporation not less than 60  days  nor
more than 90 days prior to the anniversary date of  the
immediately   preceding   annual   meeting    of    the
Corporation's stockholders; provided, however, that  in
the  event that the annual meeting is called for a date
that  is  not  within  30 days  before  or  after  such
anniversary  date,  notice by  the  stockholder  to  be
timely must be so received not later than the close  of
business  on  the 10th day following the day  on  which
notice  of  the  annual  meeting  was  mailed  to   the
Corporation's stockholders or public disclosure of  the
date  of  the annual meeting was made, whichever  first
occurs.   The  notice shall specify (i)  the  name  and
address of the stockholder as they appear on the  books
of the Corporation; (ii) the class or series and number
of  shares  of  the Corporation which are  beneficially
owned  by  the stockholder; (iii) any material interest
of  the  stockholder in the proposed business described
in  the  notice; (iv) if such business is a  nomination
for  director,  each  nomination  sought  to  be  made,
together  with  the  reasons  for  each  nomination,  a
description  of  the  qualifications  and  business  or
professional experience of each proposed nominee and  a
statement signed by each nominee indicating his or  her
willingness  to  serve if elected, and  disclosing  the
information  about him or her that is required  by  the
Securities Exchange Act of 1934, as amended (the  "1934
Act"),   and  the  rules  and  regulations  promulgated
thereunder  to be disclosed in the proxy materials  for
the meeting involved if he or she were a nominee of the
Corporation  for election as one of its directors;  (v)
if  such  business  is  other  than  a  nomination  for
director,  the nature of the business, the reasons  why
it  is sought to be raised and submitted for a vote  of
the  stockholders and if and why it is  deemed  by  the
stockholder  to  be beneficial to the Corporation;  and
(vi)  if  so  requested by the Corporation,  all  other
information that would be required to be filed with the
Securities and Exchange Commission if, with respect  to
the business proposed to be brought before the meeting,
the person proposing such business was a participant in
solicitation subject to Section 14 of the 1934 Act.

           (c)   Notwithstanding  satisfaction  of  the
provisions  of  subsection (b), the  proposed  business
described  in  the  notice may  be  deemed  not  to  be
properly  brought before the meeting  if,  pursuant  to
state  law  or  to  any  rule  or  regulation  of   the
Securities and Exchange Commission, it was offered as a
stockholder proposal and was omitted, or had it been so
offered,  it could have been omitted, from  the  notice
of,  and  proxy  material  for,  the  meeting  (or  any
supplement   thereto)  authorized  by  the   Board   of
Directors.

          (d)  In the event such notice is timely given
and  the business described therein is not disqualified
because  of  subsection  (c),  such  business  (i)  may
nevertheless  not  be presented  or  acted  upon  at  a
special  meeting of stockholders unless  in  all  other
respects  it  is  properly  before  such  meeting;  and
(ii) may not be presented except by the stockholder who
shall have given the notice required by subsection  (b)
or   a  representative  of  such  stockholder  who   is
qualified  under the law of the State  of  Delaware  to
present the proposal on the stockholder's behalf at the
meeting.


                      ARTICLE III
                           
                       Directors

       Section  1.    General  Powers.   The  property,
business  and  affairs  of  the  Corporation  shall  be
managed  by  or  under the direction of  the  Board  of
Directors.

      Section 2.   Number, Election and Term of Office.
The  number  of  directors  shall  be  established   as
provided  in  the  Certificate of  Incorporation.   The
directors shall be elected by a plurality of the  votes
cast of the shares present in person or represented  by
proxy  at  the  meeting and entitled  to  vote  in  the
election of directors.  The directors shall be  elected
in  this  manner at the annual meeting of the stockhold
ers,  except  as provided in Section 4 of this  Article
III.   Each director elected shall hold office until  a
successor is duly elected and qualified or until his or
her   earlier   death,  resignation   or   removal   as
hereinafter   provided.    Directors   need   not    be
stockholders of the Corporation.

       Section  3.    Removal  and  Resignation.    Any
director  or  the  entire Board  of  Directors  may  be
removed  at any time, with cause, by the holders  of  a
majority  of  the shares then entitled to  vote  at  an
election  of  directors.  Whenever the holders  of  any
class  or  series  are entitled to elect  one  or  more
directors  by  the  provisions of  the  Certificate  of
Incorporation, the provisions of this Section  3  shall
apply,  in  respect  to the removal  with  cause  of  a
director  or directors so elected, to the vote  of  the
holders  of  the outstanding shares of  that  class  or
series and not to the vote of the outstanding shares as
a  whole.   Any  director may resign at any  time  upon
written notice to the Corporation.

      Section  4.    Vacancies.   Vacancies  and  newly
created  directorships resulting from any  increase  in
the  authorized number of directors may be filled by  a
majority  of the directors then in office, though  less
than  a quorum, or by a sole remaining director.   Each
director  so chosen shall hold office until a successor
is  duly  elected  and qualified or until  his  or  her
earlier   death,  resignation  or  removal  as   herein
provided.   If  the Board of Directors is divided  into
classes, any directors chosen under this section  shall
hold  office until the next election of the  class  for
which  such directors shall have been chosen, and until
their successors shall be duly elected and qualified.

      Section 5.   Annual Meetings.  The annual meeting
of  each newly elected Board of Directors shall be held
without  other  notice  than  this  by-law  immediately
after, and at the same place as, the annual meeting  of
stockholders.

      Section 6.   Other Meetings and Notice.   Regular
meetings,  other than the annual meeting, of the  Board
of  Directors may be held without notice at  such  time
and  at  such  place  as shall from  time  to  time  be
determined   by  resolution  of  the  Board.    Special
meetings of the Board of Directors may be called by  or
at  the  request  of  the Chairman of  the  Board,  the
President or a majority of the directors on at least 24-
hours  notice  to each director, either personally,  by
telephone, by mail, by telecopy or by telegraph.

       Section   7.     Quorum,   Required   Vote   and
Adjournment.   A  majority  of  the  total  number   of
directors shall constitute a quorum for the transaction
of  business.   The  vote  of a majority  of  directors
present at a meeting at which a quorum is present shall
be  the  act  of the Board of Directors.  If  a  quorum
shall  not  be present at any meeting of the  Board  of
Directors,  the directors present thereat  may  adjourn
the  meeting  from time to time, without  notice  other
than  announcement at the meeting, until a quorum shall
be present.

      Section  8.   Committees.  The Board of Directors
may,  by  resolution passed by a majority of the  whole
Board, designate one or more committees, each committee
to  consist  of  one or more of the  directors  of  the
Corporation,  which  to  the extent  provided  in  such
resolution or these By-Laws shall have and may exercise
the  powers of the Board of Directors in the management
and  affairs  of  the Corporation except  as  otherwise
limited  by law.  The Board of Directors may  designate
one  or  more  directors as alternate  members  of  any
committee,  who may replace any absent or  disqualified
member at any meeting of the committee.  Such committee
or  committees shall have such name or names as may  be
determined  from time to time by resolution adopted  by
the  Board  of  Directors.  Each committee  shall  keep
regular minutes of its meetings and report the same  to
the Board of Directors when required.

      Section 9.   Committee Rules.  Each committee  of
the  Board  of  Directors may  fix  its  own  rules  of
procedure  and shall hold its meetings as  provided  by
such  rules, except as may otherwise be provided  by  a
resolution  of the Board of Directors designating  such
committee.   Unless  otherwise  provided  in   such   a
resolution, the presence of at least a majority of  the
members   of  the  committee  shall  be  necessary   to
constitute  a quorum.  In the event that a  member  and
that  member's alternate, if alternates are  designated
by  the Board of Directors as provided in Section 8  of
this Article III, of such committee is or are absent or
disqualified, the member or members thereof present  at
any  meeting and not disqualified from voting,  whether
or  not such member or members constitute a quorum, may
unanimously  appoint another member  of  the  Board  of
Directors  to act at the meeting in place of  any  such
absent or disqualified member.

     Section 10.  Communications Equipment.  Members of
the  Board  of Directors or any committee  thereof  may
participate in and act at any meeting of such Board  or
committee through the use of a conference telephone  or
other  communications equipment by means of  which  all
persons  participating  in the meeting  can  hear  each
other,  and  participation in the meeting  pursuant  to
this Section 10 shall constitute presence in person  at
the meeting.

      Section 11.  Waiver of Notice and Presumption  of
Assent.   Any member of the Board of Directors  or  any
committee thereof who is present at a meeting shall  be
conclusively  presumed to have waived  notice  of  such
meeting except when such member attends for the express
purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting  is
not lawfully called or convened.  Such member shall  be
conclusively  presumed to have assented to  any  action
taken unless his or her dissent shall be entered in the
minutes  of  the meeting or unless his or  her  written
dissent  to such action shall be filed with the  person
acting  as  the  Secretary of the  meeting  before  the
adjournment thereof or shall be forwarded by registered
mail  to  the  Secretary of the Corporation immediately
after  the adjournment of the meeting.  Such  right  to
dissent  shall  not apply to any member  who  voted  in
favor of such action.

      Section  12.  Action by Written Consent.   Unless
otherwise    restricted   by   the    Certificate    of
Incorporation, any action required or permitted  to  be
taken  at any meeting of the Board of Directors, or  of
any  committee thereof, may be taken without a  meeting
if  all members of the Board or committee, as the  case
may be, consent thereto in writing, and the writing  or
writings  are filed with the minutes of proceedings  of
the Board or committee.

      Section 13.  Compensation.  The directors may  be
paid  their  expenses, if any, of  attendance  at  each
meeting  of the Board of Directors and may  be  paid  a
fixed  sum  for attendance at each such  meeting  or  a
stated  salary  for  serving as a  director.   No  such
payment  shall preclude any director from  serving  the
Corporation   in  any  other  capacity  and   receiving
compensation therefor.  Members of special or  standing
committees of the Board of Directors may be  paid  like
compensation for attending committee meetings.


                      ARTICLE IV
                           
                       Officers

      Section 1.  Officers; Term of Office.  The  Board
of  Directors shall annually, at the first  meeting  of
the  Board  of  Directors after the annual  meeting  of
stockholders,  elect  a President,  one  or  more  Vice
Presidents, a Secretary and a Treasurer.  The Board  of
Directors  may  from time to time elect  or  appoint  a
Chairman  of  the  Board, a Vice Chairman  and/or  such
additional   Officers  as  it  may   determine.    Such
additional  Officers  shall  have  such  authority  and
perform such duties as the Board of Directors may  from
time to time prescribe.

          The Chairman of the Board, the Vice Chairman,
the  President, each Vice President, the Secretary  and
the  Treasurer shall each, unless otherwise  determined
by  the Board of Directors, hold office until the first
meeting  of the Board of Directors following  the  next
annual  meeting of stockholders and until  his  or  her
successor  has been elected and qualified or until  his
or her earlier resignation or removal.  Each additional
Officer  appointed or elected by the Board of Directors
shall  hold office for such term as shall be determined
from  time to time by the Board of Directors and  until
his  or her successor has been elected or appointed and
qualified  or  until his or her earlier resignation  or
removal.

      Section  2.    Removal.   Any  officer  or  agent
elected by the Board of Directors may be removed by the
Board  of  Directors whenever in its judgment the  best
interests  of the Corporation would be served  thereby,
but  such  removal  shall be without prejudice  to  the
contract rights, if any, of the person so removed.

      Section 3.  Vacancies.  Any vacancy occurring  in
any  office  because  of  death, resignation,  removal,
disqualification  or otherwise, may be  filled  by  the
Board  of  Directors for the unexpired portion  of  the
term by the Board of Directors then in office.

      Section 4.   Compensation.  Compensation  of  all
officers shall be fixed by the Board of Directors,  and
no  officer  shall  be  prevented from  receiving  such
compensation by virtue of his also being a director  of
the Corporation.

      Section  5.    The  Chairman of  the  Board.  The
Chairman  of the Board of Directors shall be the  Chief
Executive  Officer of the Corporation and,  subject  to
the  powers  of  the  Board of  Directors,  shall  have
general  authority for strategic initiatives  involving
the  business, affairs and property of the Corporation.
The  Chairman of the Board of Directors, if present and
acting,  shall preside at all meetings of the Board  of
Directors  and  at all meetings of the stockholders  of
the Corporation.

      Section  6.          Vice Chairman of the  Board.
The  Vice  Chairman  of the Board  shall  perform  such
duties  as may, from time to time, be delegated to  the
Vice Chairman of the Board by the Board of Directors or
the Chairman of the Board.  In addition, in the absence
or  disability of the Chairman of the Board,  the  Vice
Chairman shall preside at all meetings of the Board  of
Directors and all meetings of the stockholders  of  the
Corporation  at  which he or she is present  and  shall
otherwise act with all of the powers and be subject  to
all  of  the restrictions of the Chairman of the  Board
and the President.

      Section 7.   The President.  The President  shall
be  the Chief Operating Officer of the Corporation and,
in  the  absence of the Chairman of the Board  and  the
Vice  Chairman  of  the  Board, shall  preside  at  all
meetings of the Board of Directors and all meetings  of
the  stockholders of the Corporation at which he or she
is  present.   Subject to the powers of  the  Board  of
Directors, the President shall be responsible  for  all
operational  aspects  of  the  business,  affairs   and
property  of  the Corporation, shall have control  over
its  officers, agents and employees and shall see  that
all  orders  and resolutions of the Board of  Directors
are  carried into effect.  The President shall  execute
bonds, mortgages and other contracts requiring a  seal,
under   the  seal  of  the  Corporation,  except  where
required or permitted by law to be otherwise signed and
executed  and  except where the signing  and  execution
thereof  shall be expressly delegated by the  Board  of
Directors  to  some  other  officer  or  agent  of  the
Corporation.   The  President  shall  have  such  other
powers  and  perform  such  other  duties  as  may   be
prescribed  by  the Board of Directors  or  as  may  be
provided in these By-Laws.

     Section 8.   Vice Presidents.  The Vice President,
or if there shall be more than one, the Vice Presidents
in  the  order  determined by the Board  of  Directors,
shall, in the absence or disability of the Chairman  of
the  Board, the President and the Vice Chairman of  the
Board, act with all of the powers and be subject to all
the  restrictions of the Chairman of the Board and  the
President.  The Vice Presidents shall also perform such
other duties and have such other powers as the Board of
Directors, the President or these By-Laws may from time
to time prescribe.

      Section  9.    The  Secretary and  the  Assistant
Secretaries.   The Secretary shall attend all  meetings
of   the  Board  of  Directors,  all  meetings  of  the
committees thereof and all meetings of the stockholders
and  record  all the proceedings of the meetings  in  a
book  or books to be kept for that purpose.  Under  the
Chairman  of the Board and the President's supervision,
the  Secretary  shall give, or cause to be  given,  all
notices  required to be given by these  By-Laws  or  by
law; shall have such powers and perform such duties  as
the  Board of Directors, the President or these By-Laws
may from time to time prescribe; and shall have custody
of   the  corporate  seal  of  the  Corporation.    The
Secretary,  or  an  Assistant  Secretary,  shall   have
authority to affix the corporate seal to any instrument
requiring it and when so affixed, it may be attested by
his  or  her  signature  or by the  signature  of  such
Assistant Secretary.  The Board of Directors  may  give
general  authority to any other officer  to  affix  the
seal  of the Corporation and to attest the affixing  by
his  or her signature.  The Assistant Secretary, or  if
there  be  more than one, the Assistant Secretaries  in
the  order determined by the Board of Directors, shall,
in  the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and
shall  perform  such other duties and have  such  other
powers as the Board of Directors, the President or  the
Secretary may from time to time prescribe.

      Section  10.   The  Treasurer and  the  Assistant
Treasurer.  The Treasurer shall have the custody of the
corporate  funds and securities; shall  keep  full  and
accurate  accounts  of  receipts and  disbursements  in
books  belonging to the Corporation; shall deposit  all
moneys  and other valuable effects in the name  and  to
the  credit of the Corporation as may be ordered by the
Board  of  Directors;  shall cause  the  funds  of  the
Corporation  to  be  disbursed when such  disbursements
have  been duly authorized, taking proper vouchers  for
such disbursements; and shall render to the Chairman of
the Board and the President and the Board of Directors,
at  its  regular meeting or when the Board of Directors
so  requires, an account of the Corporation; shall have
such  powers  and perform such duties as the  Board  of
Directors, the President or these By-Laws may from time
to  time  prescribe.   If  required  by  the  Board  of
Directors,  the Treasurer shall give the Corporation  a
bond  (which shall be rendered every six years) in such
sums  and  with  such surety or sureties  as  shall  be
satisfactory to the Board of Directors for the faithful
performance  of  the  duties  of  the  office  of   the
Treasurer  and for the restoration to the  Corporation,
in  case  of death, resignation, retirement or  removal
from office, of all books, papers, vouchers, money  and
other  property of whatever kind in the  possession  or
under  the  control of the Treasurer belonging  to  the
Corporation.   The  Assistant Treasurer,  or  if  there
shall be more than one, the Assistant Treasurers in the
order  determined by the Board of Directors,  shall  in
the absence or disability of the Treasurer, perform the
duties and exercise the  powers of the Treasurer.   The
Assistant  Treasurers shall perform such  other  duties
and  have  such other powers as the Board of Directors,
the  President or the Treasurer may, from time to time,
prescribe.

      Section  11.  Other Officers, Assistant  Officers
and  Agents.  Officers, assistant officers and  agents,
if  any, other than those whose duties are provided for
in these By-Laws, shall have such authority and perform
such  duties as may from time to time be prescribed  by
resolution of the Board of Directors.

      Section  12.  Absence or Disability of  Officers.
In the case of the absence or disability of any officer
of  the Corporation and of any person hereby authorized
to  act  in  such officer's place during such officer's
absence  or disability, the Board of Directors  may  by
resolution  delegate  the powers  and  duties  of  such
officer to any other officer or to any director, or  to
any other person whom it may select.


                       ARTICLE V
                           
                 Certificates of Stock

      Section 1.   Form.  Every holder of stock in  the
Corporation  shall be entitled to have  a  certificate,
signed  by,  or in the name of the Corporation  by  the
President or  a Vice President and the Secretary or  an
Assistant Secretary of the Corporation, certifying  the
number   of  shares  owned  by  such  holder   in   the
Corporation.   If  such a certificate is  countersigned
(a)  by a transfer agent or an assistant transfer agent
other than the Corporation or its employee; or (b) by a
registrar, other than the Corporation or its  employee,
the signature of the President, the Vice President, the
Secretary or the Assistant Secretary may be facsimiles.
In  case  any officer or officers who have  signed,  or
whose facsimile signature or signatures have been  used
on, any such certificate or certificates shall cease to
be  such officer or officers of the Corporation whether
because of death, resignation or otherwise before  such
certificate or certificates have been delivered by  the
Corporation,  such  certificate  or  certificates   may
nevertheless  be  issued and delivered  as  though  the
person  or  persons  who signed  such   certificate  or
certificates or whose facsimile signature or signatures
have  been  used  thereon had not  ceased  to  be  such
officer   or   officers   of  the   Corporation.    All
certificates for shares shall be consecutively numbered
or  otherwise  identified.  The name of the  person  to
whom  the  shares represented thereby are issued,  with
the  number  of  shares and date  of  issue,  shall  be
entered  on  the books of the Corporation.   Shares  of
stock  of the Corporation shall only be transferred  on
the  books  of the Corporation by the holder of  record
thereof or by such holder's attorney duly authorized in
writing,  upon  surrender to  the  Corporation  of  the
certificate or certificates for such shares endorsed by
the  appropriate person or persons, with such  evidence
of  the  authenticity  of  such endorsement,  transfer,
authorization, and other matters as the Corporation may
reasonably  require, and accompanied by  all  necessary
stock transfer stamps.  In that event, it shall be  the
duty  of the Corporation to issue a new certificate  to
the person entitled thereto, cancel the old certificate
or  certificates,   and record the transaction  on  its
books.   The Board of Directors may appoint a  bank  or
trust  company organized under the laws of  the  United
States  or  any  state thereof to act as  its  transfer
agent  or  registrar, or both, in connection  with  the
transfer of any class or series of  securities  of  the
Corporation.

      Section  2.    Lost Certificates.  The  Board  of
Directors  may direct a new certificate or certificates
to   be   issued   in  place  of  any  certificate   or
certificates  previously  issued  by  the   Corporation
alleged  to  have been lost, stolen or destroyed,  upon
the  making of an affidavit of that fact by the  person
claiming  the certificate of stock to be lost,  stolen,
or  destroyed.  When authorizing such issue  of  a  new
certificate  or  certificates, the Board  of  Directors
may, in its discretion and as a condition precedent  to
the  issuance thereof, require the owner of such  lost,
stolen,  or  destroyed certificate or certificates,  or
his   or   her  legal  representative,  to   give   the
Corporation   a   bond  sufficient  to  indemnify   the
Corporation against any claim that may be made  against
the  Corporation  on  account of  the  loss,  theft  or
destruction of any such certificate or the issuance  of
such new certificate.

      Section 3.   Fixing a Record Date for Stockholder
Meetings.   In order that the Corporation may determine
the  stockholders entitled to notice of or to  vote  at
any meeting of stockholders or any adjournment thereof,
the  Board  of Directors may fix a record  date,  which
record  date shall not precede the date upon which  the
resolution  fixing the record date is  adopted  by  the
Board of Directors, and which record date shall not  be
more  than 60 nor less than 10 days before the date  of
such  meeting.  If no record date is fixed by the Board
of   Directors,   the  record  date   for   determining
stockholders  entitled to notice of or  to  vote  at  a
meeting  of stockholders shall be the close of business
on  the  next day preceding the day on which notice  is
given, or if notice is waived, at the close of business
on  the day next preceding the day on which the meeting
is  held.   A determination of stockholders  of  record
entitled  to  notice  of or to vote  at  a  meeting  of
stockholders  shall  apply to any  adjournment  of  the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

      Section  4.    Fixing  a Record  Date  for  Other
Purposes.   In order that the Corporation may determine
the  stockholders entitled to receive  payment  of  any
dividend  or  other distribution or  allotment  or  any
rights  or  the stockholders entitled to  exercise  any
rights in respect of any change, conversion or exchange
of  stock,  or  for  the purposes of any  other  lawful
action,  the Board of Directors may fix a record  date,
which record date shall not precede the date upon which
the  resolution fixing the record date is adopted,  and
which  record date shall be not more than 10 days prior
to such action.  If no record date is fixed, the record
date  for determining stockholders for and such purpose
shall  be at the close of business on the day on  which
the  Board of Directors adopts the resolution  relating
thereto.

      Section  5.   Registered Stockholders.  Prior  to
the surrender to the Corporation of the certificate  or
certificates  for a share or shares  of  stock  with  a
request to record the transfer of such share or shares,
the  Corporation may treat the registered owner as  the
person  entitled  to  receive dividends,  to  vote,  to
receive notifications and otherwise to exercise all the
rights and powers of an owner.


                      ARTICLE VI
                           
                  General Provisions

       Section  1.    Dividends.   Dividends  upon  the
capital  stock  of  the  Corporation,  subject  to  the
provisions of the Certificate of Incorporation, if any,
may  be  declared  by  the Board of  Directors  at  any
regular or special meeting, pursuant to law.  Dividends
may  be paid in cash, in property, or in shares of  the
capital  stock,  subject  to  the  provisions  of   the
Certificate  of Incorporation.  Before payment  of  any
dividend,  there may be set aside out of any  funds  of
the  Corporation available for dividends  such  sum  or
sums  as  the  directors from time to  time,  in  their
absolute  discretion,  think proper  as  a  reserve  or
reserves  to  meet  contingencies,  or  for  equalizing
dividends, or for repairing or maintaining any property
of  the  Corporation,  or any  other  purpose  and  the
directors may modify or abolish any such reserve in the
manner in which it was created.

      Section  2.    Checks,  Drafts  or  Orders.   All
checks, drafts or other orders for the payment of money
by  or  to  the  Corporation and all  notes  and  other
evidences  of indebtedness issued in the  name  of  the
Corporation  shall  be  signed  by  such   officer   or
officers,  agent or agents of the Corporation,  and  in
such  manner,  as shall be determined by resolution  of
the  Board  of Directors or a duly authorized committee
thereof.

      Section  3.   Contracts.  The Board of  Directors
may authorize any officer or officers, or any agent  or
agents,  of the Corporation to enter into any  contract
or to execute and deliver any instrument in the name of
and  on  behalf of the Corporation, and such  authority
may be general or confined to specific instances.

      Section  4.    Loans.  The Corporation  may  lend
money  to, or guarantee any obligation of, or otherwise
assist any officer or other employee of the Corporation
or of its subsidiary, including any officer or employee
who is a director of the Corporation or its subsidiary,
whenever, in the judgment of the directors, such  loan,
guaranty  or  assistance may reasonably be expected  to
benefit  the Corporation.  The loan, guaranty or  other
assistance may be with or without interest, and may  be
unsecured,  or secured in such manner as the  Board  of
Directors shall approve, including, without limitation,
a  pledge  of  shares  of  stock  of  the  Corporation.
Nothing  in this section contained shall be  deemed  to
deny,  limit  or  restrict the powers  of  guaranty  or
warranty of the Corporation at common law or under  any
statute.

      Section  5.  Fiscal Year.  The fiscal year of the
Corporation shall be fixed by resolution of  the  Board
of Directors.

       Section  6.    Corporate  Seal.   The  Board  of
Directors shall provide a corporate seal which shall be
in  the  form  of  a  circle and shall  have  inscribed
thereon  the  name  of the Corporation  and  the  words
"Corporate  Seal, Delaware."  The seal may be  used  by
causing  it  or a facsimile thereof to be impressed  or
affixed or reproduced or otherwise.

      Section  7.    Voting  Securities  Owned  By  the
Corporation.    Voting   securities   in   any    other
Corporation held by the Corporation shall be  voted  by
the   President,   unless  the   Board   of   Directors
specifically  confers authority to  vote  with  respect
thereto, which authority may be general or confined  to
specific  instances, upon some other person or officer.
Any person authorized to vote securities shall have the
power  to  appoint  proxies,  with  general  power   of
substitution.

      Section  8.   Section Headings.  Section headings
in  these By-Laws are for convenience of reference only
and  shall  not  be  given any  substantive  effect  in
limiting or otherwise construing any provision herein.

      Section  9.   Inconsistent Provisions.    In  the
event that any provision of these By-Laws is or becomes
inconsistent  with any provision of the Certificate  of
Incorporation, the General Corporation Law of the State
of Delaware or any other applicable law, the provisions
of  these By-Laws shall not be given any effect to  the
extent  of  such inconsistency but shall  otherwise  be
given full force and effect.


                      ARTICLE VII
                           
                      Amendments

      These By-Laws may be amended, altered or repealed
and new By-Laws adopted at any meeting of the Board  of
Directors by a majority vote.  The fact that the  power
to  adopt, amend, alter or repeal the By-Laws has  been
conferred upon the Board of Directors shall not  divest
the stockholders of the same powers.






                      EMPLOYMENT AGREEMENT


     THIS AGREEMENT made as of this ninth day of July,

1998, by and between GIBRALTAR STEEL CORPORATION, a

Delaware corporation, with offices at 3556 Lake Shore

Road, Buffalo, New York 14219 (the "Corporation") and

BRIAN J. LIPKE, an individual residing at 6858 Old Lake

Shore Road, Derby, New York 14047 (the "Executive").

     WHEREAS, the Executive is currently employed by

the Corporation pursuant to the terms of an employment

agreement by and between the Corporation and the

Executive, dated as of November 1, 1993 (hereinafter

the "Original Employment Agreement"); and

     WHEREAS, the Executive has made and is expected to

continue to make a major contribution to the

profitability, growth and financial strength of the

Corporation; and

     WHEREAS, the Corporation considers the continued

services of the Executive to be in the best interests

of the Corporation and its stockholders and desires to

assure the continued services of the Executive on

behalf of the Corporation; and

     WHEREAS, in connection with certain change in

control agreements entered into by the Corporation to

provide certain benefits to certain executive officers

of the Corporation upon the occurrence of a change in

control of the Corporation, the Corporation desires to

enter into a change in control agreement with the

Executive and to amend the terms of the Original

Employment Agreement to delete the provisions of such

agreement relating to the rights of the Executive upon

the occurrence of a change in control of the

Corporation and to make certain other technical changes

to the terms of the Original Employment Agreement;

     NOW, THEREFORE, in consideration of the conditions

and covenants set forth in this Agreement, the parties

hereto agree as follows:



     1.  AGREEMENT OF EMPLOYMENT. The Corporation agrees to, and

hereby does, employ the Executive, and the Executive agrees to

and hereby accepts employment by the Corporation, as President,

Chief Executive Officer, and Chairman of the Board of the

Corporation, to perform such executive duties and

responsibilities as may be assigned from time to time by the

Board of Directors of the Corporation (the "Board") subject, at

all times, to the control of the Board.  It is contemplated that

the Executive will continue to serve as President and Chief

Executive Officer and Chairman of the Corporation, subject to the

right of the Board to elect officers of the Corporation.  The

Corporation shall not require the Executive to perform services

hereunder outside the Buffalo, New York metropolitan area with

such frequency or duration as would necessitate the Executive

moving his residence from the Buffalo, New York area.



     2.   EXECUTIVE'S DUTIES AND BENEFITS.

          (a)  Duties.  During the period of his employment under

this Agreement, the Executive shall devote sufficient time and

energies to the supervision and management of the business and

affairs of the Corporation, and to the furtherance of its

interests. The Executive may become a director or trustee of any

corporation or entity that does not compete with the business of

the Corporation or constitute a Competitive Operation as defined

in Section 7 hereof.

          (b) Vacation.  The Executive shall be entitled to

reasonable vacation periods during each full year of the

Executive's employment hereunder.

          (c) Benefits.  The Corporation shall pay the premiums

for policies of life, medical, disability, travel and accident,

and directors' and officers' liability insurance providing

coverage and benefits at least comparable to the policies of

insurance maintained for the benefit of the Executive as of the

date of this Agreement. The Executive shall be entitled to

participate in all pension and profit sharing plans, bonus plans,

stock option plans and other employee benefit plans and receive

such other employment benefits as the Corporation may from time

to time maintain for the benefit of or provide to its executive

officers.



     3.   REIMBURSEMENT FOR EXPENSES.  The Corporation shall

reimburse the Executive for all reasonable expenses which the

Executive may from time to time incur on behalf of the

Corporation in the performance of his responsibilities and duties

under this Agreement, provided that the Executive accounts to the

Corporation for such expenses in a manner prescribed by the

Corporation.



     4.  ANNUAL COMPENSATION.

          (a)  Salary.  During the period of the Executive's

employment hereunder, the Corporation shall pay to the Executive

an annual salary (the "Base Salary") of not less than Three

Hundred Thousand Dollars ($300,000.00) payable in equal

installments according to the payroll schedule of the

Corporation.   The Board, through its Compensation Committee,

shall in good faith review the Base Salary of the Executive, on

an annual basis, and increase the Base Salary of the Executive

if, in the Board's judgment, such increase is advisable.

          (b) Bonuses.  The Executive shall be entitled to

participate in the Gibraltar Steel Corporation Executive Bonus

Plan, and receive bonuses in accordance with the terms thereof.

The Board, in its discretion, may amend or change the Gibraltar

Steel Corporation Executive Bonus Plan or may award such

additional bonuses to the Executive as it may from time to time

determine.



     5.   TERM OF EMPLOYMENT; TERMINATION.

         (a)  Term.  The term of this Agreement shall commence

effective as of July 9, 1998 ("Effective Date") and continue to

July 8, 2003.  The term of this Agreement shall be

automatically  extended for successive twelve-month periods

unless, at least ninety (90) days prior to the expiration of the

then current term, either party gives notice to the other that

the term of this Agreement will not be so extended.

          (b)  Termination.  Notwithstanding anything to the

contrary contained in this Agreement, the Executive's employment

under this Agreement may be terminated as follows:

               (i)   Death.  The Executive's employment hereunder

shall terminate upon his death.

               (ii)  Disability.  In the event that two (2)

licensed physicians shall have certified in writing that the

Executive has been unable or will be unable to perform his duties

hereunder by reason of illness, incapacity or other physical or

mental disability for a period of twelve (12) consecutive months,

the Corporation may terminate the Executive's employment

hereunder by reason of disability.

               (iii)   Cause.  The Corporation may terminate the

Executive's employment hereunder for cause.  For the purposes of

this Agreement, the Corporation shall have "cause" to terminate

the Executive's employment hereunder upon the Executive's (A)

willful and continued failure to substantially perform his duties

hereunder, other than any such failure resulting from the

Executive's incapacity due to physical or mental illness; (B)

illegal or criminal conduct; (C) intentional falsification of

records or reports or any other act or acts of dishonesty

resulting, or intended to result, in personal gain or enrichment

of the Executive at the expense of the Corporation; (D) excessive

and/or chronic use of alcohol, narcotics or controlled substances

(other than under the supervision of a licensed physician); or

(E) willful engagement in gross misconduct materially injurious

to the Corporation.

               (iv)   Without Cause.  The Executive's employment

under this Agreement may be terminated upon the affirmative vote

of a majority of the Board at a duly held meeting thereof.

               (v)  By Executive.  The Executive may terminate

his employment hereunder at any time by delivering written notice

of termination to the Corporation at least ninety (90) days prior

to the effective date of such termination.



Any termination by the Corporation pursuant to Section 5(b)(ii),

5(b)(iii) or 5(b)(iv) hereof shall be communicated by written

Notice of Termination to the Executive.   For purposes of this

Agreement, a "Notice of Termination" shall mean a written notice

which shall indicate the specific termination provision in this

Agreement relied upon, the date on which the termination shall be

effective (the "Termination Date"), and, if applicable, shall set

forth in reasonable detail the facts and circumstances claimed to

provide a basis for termination of the Executive's employment

under the provision so indicated.



     6.  COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a)  Death Benefits.     If the Executive dies during

the term of his employment hereunder, in addition to any death

benefits payable under the terms of any life insurance policies

maintained by the Corporation on the life of the Executive, and

in addition to any death benefits payable on account of the death

of the Executive under the terms of any tax qualified retirement

plans maintained by the Corporation, the Corporation shall pay to

the estate of the Executive a death benefit equal to 50% of the

Executive's Base Salary at the rate in effect on the date of the

Executive's death, plus an amount equal to all the bonuses the

Executive would have received under Section 4 hereof assuming his

employment had continued through the end of the fiscal year of

the Corporation in which the Executive's death occurs.

          (b)  Disability.  If the Executive's employment shall

be terminated pursuant to Section 5(b)(ii), the Corporation shall

pay to the Executive in equal monthly installments, for each

twelve month period beginning on the day immediately following

the date of such termination and any anniversary thereof (an

"Anniversary Date"), for the remainder of the Executive's life,

an amount equal to, his Base Salary, at the rate in effect on the

Termination Date up to a maximum of $200,000 per year (adjusted

as set forth below), less (i) the amounts payable to the

Executive pursuant to any pension, profit sharing, or disability

benefit plans maintained by the Corporation, (ii) the amounts of

all social security, retirement or disability benefits payable to

the Executive by any agency of the United States Government or

the State of New York for each such twelve month period and (iii)

the amounts payable to the Executive pursuant to any policies of

disability insurance maintained by the Corporation.  On each

Anniversary Date, the $200,000 per Year limit set forth

hereinabove shall be adjusted on a cumulative basis for each

annual increase in the U. S. Department of Labor Bureau of Labor

Statistics Consumer Price Index for Urban Wage Earners and

Clerical Workers, New York, New York, 1982-84 = 100 measured

between the month prior to the first month in which such

compensation payments were made and the month prior to the

commencement of each such successive year.

          (c)  Cause.  If the Executive's employment shall be

terminated pursuant to Section 5(b)(iii), the Corporation shall

pay the Executive any monthly installment of his Base Salary

which is accrued and unpaid as of the Termination Date at the

rate then in effect, and, thereafter, the Corporation shall have

no further obligation to pay the Executive any additional

compensation or bonuses, to provide any medical, life, disability

or other insurance benefits to the Executive hereunder, to pay

any retirement benefits to the Executive in excess of those

provided for by the terms of the tax qualified retirement plans

maintained by the Corporation as required by Section 6(f) hereof

or to pay any other benefits provided to the Executive hereunder;

          (d)  Without Cause.  If the Executive's employment

shall be terminated pursuant to Section 5(b)(iv), the Corporation

shall pay to the Executive in one lump sum payment, an amount

equal to two and one-half (2.5) times the sum of (i) his Base

Salary at the rate then in effect and (ii) an amount equal to all

bonuses paid by the Corporation to the Executive during the

twelve (12) month period ending on the Termination Date and,

thereafter, except as otherwise provided in this Agreement, the

Corporation shall have no further obligation to pay the Executive

any additional compensation or bonuses, to pay any retirement

benefits to the Executive in excess of those provided for by the

terms of the tax qualified retirement plans maintained by the

Corporation as required by Section 6(f) hereof or to pay any

other benefits provided to the Executive hereunder;

     (e)  By Executive.  If the Executive's employment shall be

terminated pursuant to Section 5(b)(v), the Corporation shall pay

the Executive any monthly installment of his Base Salary accrued

and unpaid as of the effective date of such termination at the

rate then in effect, and, thereafter, the Corporation shall have

no further obligation to pay the Executive any additional

compensation or bonuses, to provide any medical, life, disability

or other insurance benefits to the Executive hereunder, to pay

any retirement benefits to the Executive in excess of those

provided for by the terms of the tax qualified retirement plans

maintained by the Corporation as required by Section 6(f) hereof

or to pay any other benefits provided to the Executive hereunder.

          (f)  Guarantee of Pension Benefits.  In addition to the

compensation and other termination benefits otherwise provided

for hereunder, unless the Executive's employment with the

Corporation is terminated pursuant to the provisions of Sections

5(b)(iii) or 5(b)(v) hereof, the Executive and/or his

beneficiaries shall be entitled to receive the retirement,

disability and death benefits they would have been entitled to

receive under the applicable provisions of the tax qualified

retirement plans maintained by the Corporation for salaried

employees including, without limitation, pension, profit sharing

or other comparable plans (individually a "Plan" and collectively

the "Plans") pursuant to the Plans' provisions as in effect at

the time of the termination of the Executive's employment but in

any event, computed without reference to (i) any limitations on

the amount of the Executive's compensation that may be taken into

account under the Plans pursuant to Section 401(a)(17) of the

Internal Revenue Code of 1986, as amended (the "Code"); and (ii)

any limitations on the amount of the annual benefit which may be

accrued by the Executive or which may be contributed on his

behalf under the Plans pursuant to Section 415 of the Code (the

restrictions described in (i) and (ii) above being hereinafter

collectively referred to as the "Restrictions").  At the time the

Executive or his beneficiaries is or are entitled to payment of

any benefits under the terms of any Plan, the Corporation shall,

unless the Executive's employment with the Corporation is

terminated pursuant to Sections 5(b)(iii) or 5(b)(v) hereof, pay

to the Executive, from its general assets, the difference between

the amount which would, but for the Restrictions, have been paid

to the Executive or his beneficiaries under the terms of such

Plan and the amount which is actually paid or payable to the

Executive or his beneficiaries under the terms of any such Plan.

Any amount payable to the Executive or his beneficiaries under

the terms of this paragraph shall be available for payment to the

Executive or his beneficiaries in any form provided for by the

applicable Plan and shall be paid to the Executive or his

beneficiaries in the form elected by the Executive or his

beneficiaries.  The amount of retirement and death benefits which

would, but for the Restrictions, have been payable to the

Executive and his beneficiaries under the Plans shall be

determined using the actual number of years of service completed

by the Executive and the actual amount of compensation received

by the Executive as determined by the provisions of the

applicable Plan without regard to the Restrictions.

           (g) Insurance.  Subject to the provisions of the last

sentence of this Section 6(g), if the Executive's employment with

the Corporation is terminated other than pursuant to the

provisions of Sections 5(b)(iii) or 5(b)(v) hereof, the

Corporation shall pay all premiums needed to maintain policies of

(i) medical and life insurance for the benefit of the Executive

for the remainder of the Executive's life; (ii) medical insurance

for the benefit of the Executive's spouse for the remainder of

her life; and (iii) medical insurance for the benefit of the

Executive's dependents until each such dependent reaches age 21.

The amount of medical and life insurance coverage provided to the

Executive, and the amount of medical insurance coverage provided

to the Executive's spouse and dependents shall be the same as the

insurance coverage in effect for such individuals on the

Termination Date. If the Executive dies during the term of this

Agreement and his spouse or dependents are still living, the

Corporation shall continue to pay all premiums needed to continue

to provide medical insurance coverage for the Executive's spouse

for the remainder of the Executive's spouse's life, and for each

of the Executive's dependents until each such dependent reaches

age 21 at the same level of medical insurance coverage in effect

for such individuals prior to the date of the Executive's death.

For purposes of this Section 6(g), the term "dependents" shall

have the same meaning as contained in Section 152 of the Code.

The level of benefits provided hereunder (and the amount of

premiums required to provide such benefits) shall be adjusted to

reflect similar benefits provided from time to time to the

Executive, his spouse or his dependents from all other sources,

including from other employers.



     7. CHANGE IN CONTROL.  The Corporation and the Executive

acknowledge and agree that, pursuant to the terms of a Change in

Control Agreement made by and between the Executive and the

Corporation on and as of the date hereof (such agreement being

hereinafter referred to as the "Change in Control Agreement") the

Executive is entitled to receive certain payments following the

occurrence of a Change in Control of the Corporation (as such

term is defined in the Change in Control Agreement).  The

Corporation and the Executive acknowledge and agree that nothing

in this Agreement shall be deemed or construed to limit, restrict

or otherwise impair the Executive's right to receive the payments

provided for by the Change in Control Agreement.  In addition,

the Corporation and the Executive hereby acknowledge and agree

that nothing contained in the Change in Control Agreement shall

be deemed or construed to limit, restrict or otherwise impair the

Executive's rights to receive payment of the compensation and

other benefits provided by this Agreement and, accordingly, in

the even that a Change in Control (as defined in the Change in

Control Agreement) occurs, the Executive's rights to receive

payment of the compensation and benefits provided for by this

Agreement shall continue to be binding upon the Corporation (or,

if applicable, the successor to the Corporation) with the same

force and effect as if no such Change in Control had occurred.



     8.   NON-COMPETITION.  In the event that the Corporation

terminates the Executive's employment under this Agreement

pursuant to Section 5(b)(iii) hereof or in the event the

Executive terminates his employment pursuant to Section 5(b)(v)

hereof, the Executive agrees that during a period of one (1) year

after the date of termination, the Executive will not, directly

or indirectly, own, manage, operate, control or participate in

the ownership, management, operation or control of, or be

connected as an officer, employee, partner, director or otherwise

with, or have any financial interest in, or aid or assist anyone

else in the conduct of, any business (a "Competitive Operation")

which competes with any business conducted by the Corporation or

with any group, division or subsidiary of the Corporation in any

geographic area where such business is being conducted at the

time of such termination.  It is understood and agreed that, for

the purposes of the foregoing provisions of this Section 7:

          (a) No business shall be deemed to be a business

conducted by the Corporation or any group, division or subsidiary

of the Corporation, unless not less than 10% of the Corporation's

consolidated gross sales and operating revenues, or net income,

is derived from, or not less than 10% of the Corporation's

consolidated assets are devoted to, such business;

          No business conducted by any entity which employs the

Executive or in which he is interested or with which he is

connected or associated shall be deemed competitive with any

business conducted by the Corporation or any group, division, or

subsidiary of the Corporation unless such business is one from

which 10% or more of the Corporation's consolidated assets are

devoted; and

          (b) No business which is conducted by the Corporation

at the time of the Executive's termination and which subsequently

is sold or discontinued by the Corporation shall, subsequent to

the date of such sale or discontinuance, be deemed to be a

Competitive Operation within the meaning of this Section 7.

Ownership by the Executive of 2% or less of the voting stock of

any publicly held corporation shall not constitute a violation

hereof.



     9.  AMENDMENTS.  This Agreement may not be amended or

modified orally, and no provision hereof may be waived, except in

a writing signed by the parties hereto.



     10.  ASSIGNMENT.  This Agreement cannot be assigned by

either party hereto except with the written consent of the other.



     11.  BINDING EFFECT.  This Agreement shall be binding upon

and inure to the benefit of the personal representatives and

successors in interest of the Executive.  In addition, this

Agreement shall be binding upon any successor (whether direct or

indirect, by purchase, merger, amalgamation or otherwise) to all

or substantially of the business and/or assets of the

Corporation.  The Corporation expressly agrees that it shall have

no right, power or authority to consummate any sale of all or

substantially all the business and/or assets of the Corporation

or to consummate any merger, consolidation or other transaction

as a result of which all or substantially all the business and/or

assets of the Corporation are not owned by the Corporation or any

of its direct or indirect wholly owned subsidiaries unless the

party that will own all or substantially all the business and/or

assets of the Corporation following the consummation of such

transaction executes and delivers an agreement with the

Corporation expressly providing for the assumption by such party

of all of the Corporation's obligations under this Agreement;

provided that, notwithstanding the foregoing, no such agreement

shall be necessary to make the obligations of the Corporation

under the terms of this Agreement binding on such successor to

the business and/or assets of the Corporation.



     12.  CHOICE OF LAW. This Agreement shall be governed and

construed in accordance with the laws of the State of New York

applicable to contracts made and to be performed wholly within

such slate except with respect to the internal affairs of the

Corporation and its stockholders, which shall be governed by the

Delaware General Corporation Law.



     13.  NOTICES.  All notices and other communications given

pursuant to this Agreement shall be deemed to have been properly

given or delivered if hand-delivered, or if mailed, by certified

mail or registered mail postage prepaid, or by recognized

overnight delivery service addressed to the Executive at the

address set forth above or if to the Corporation, at the address

set forth above with a copy to the attention of Gerald S. Lippes,

General Counsel, 700 Guaranty Building, Buffalo, New York 14202.

From time to time, either party may designate by written notice

any other address or party to which such notice or communication

or copies thereof shall be sent.



     14.  AMENDMENT OF ORIGINAL EMPLOYMENT AGREEMENT. This

Agreement amends and restates the provisions of the Original

Employment Agreement and as such, effective as of the date first

set forth above, this Agreement shall supercede the Original

Employment Agreement in its entirety and the Original Employment

Agreement shall have no further force or effect.



     15.  SEVERABILITY OF PROVISIONS.   In case any one or more

of the provisions contained in this Agreement shall be invalid,

illegal or unenforceable in any respect, the validity, legality

and enforceability of the remaining provisions contained herein

shall not in any way be affected or impaired thereby and this

Agreement shall be interpreted as if such invalid, illegal or

unenforceable provision was not contained herein.







     IN WITNESS WHEREOF, the Executive and the Corporation have

caused this Agreement to be executed as of the day and year set

forth above.


                                   GIBRALTAR STEEL CORPORATION



                                   By: /x/ Neil E. Lipke
                                       Neil E. Lipke,
                                       Executive Vice President



                                       /x/ Brian J. Lipke
                                           Brian J. Lipke






6



               CHANGE IN CONTROL AGREEMENT


     This Agreement is made as of this ninth day of July,
1998, by and between Gibraltar Steel Corporation, a
Delaware corporation with offices at 3556 Lake Shore
Road, Buffalo New York (the "Company") and Brian J.
Lipke, an individual residing at 6858 Old Lake Shore
Road, Derby, New York 14047 (the "Executive").


                           RECITALS:

     This Agreement is intended to help assure a
continuing dedication by the Executive to the performance
of his duties to the Company in the event of a change in
control.

     The Company and the Executive desire to set forth in
writing the terms of the benefits which the Executive
will be entitled to receive in the event of a change in
the control of the Company occurs.


                         CONSIDERATION:

     NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants set forth in this Agreement, the
parties hereto agree as follows:

     1.   Definitions.  As used in this Agreement, the
following terms shall the following meanings:

          (a)  "Aggregate Exercise Price" means: (i) in the case of
options to acquire common stock of the Company which are
owned by the Executive, the total amount of cash or
immediately available funds which the Executive would be
required to pay to the Company in order to purchase all
of the common stock of the Company which, as of the date
that the determination of the Aggregate Exercise Price is
to be made, the Executive is entitled to purchase under
the terms of all issued, outstanding and unexercised
options to purchase common stock of the Company which are
outstanding and exercisable on the date the determination
of the Aggregate Exercise Price to be made; and (ii) in
the case of options to acquire Successor Equity (as
hereinafter defined) the total amount of cash or
immediately available funds which the Executive would be
required to pay the Successor (as hereinafter defined) in
order to purchase all the Successor Equity which, as of
the date that the determination of the Aggregate Exercise
Price is to be made, the Executive is entitled to
purchase under the terms of all issued, outstanding and
unexercised options to purchase Successor Equity which
are outstanding and exercisable on the date the
determination of the Aggregate Exercise Price of such
options is to be made.

          (b)  "Annual Compensation" means the sum of: (i) the
amount of the annual base salary of the Executive which
is in effect during the calendar year preceding the
calendar year in which a Change in Control (as
hereinafter defined) occurs; and (ii) the highest annual
bonus paid to the Executive by the Company during the
three (3) calendar year period preceding the calendar
year in which a Change in Control occurs.  The amount of
any compensation which the Executive has affirmatively
elected to defer his receipt of, including without
limitation, compensation deferred pursuant to any
applicable 401(k) plan, any Section 125 plan, any
cafeteria plan or any other deferred compensation plan
maintained by the Company, shall be included when
calculating Annual Compensation.

          (c)  "Built In Gain" means an amount equal to: (i) the
Highest Sale Price (as hereinafter defined) determined as
of the date the Change in Control occurs, multiplied by
the total number of shares of common stock of the Company
which the Executive could acquire by exercising all of
the options to acquire common stock of the Company which,
as of the date the Change in Control occurs, were issued
to the Executive, outstanding and unexercised, minus (ii)
the Aggregate Exercise Price of such options.

          (d)  "Change in Control" means, the occurrence of any of
the following events:

               (i)  any "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of more than thirty percent (30%)
of the then outstanding voting stock of the Company; or

               (ii)  during any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of the Company cease
for any reason to constitute a majority thereof; or

               (iii)  the stockholders of the Company
approve a merger or consolidation of the Company with any
other company, other than a merger or consolidation which
would result in the voting securities of the Company
immediately prior thereto continuing to represent (either
by remaining outstanding or being converted into voting
securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately
after such merger or consolidation; or

               (iv) the Board of Directors and the
stockholders of the Company approve an agreement for the
sale or disposition by the Company of all or
substantially all the assets of the Company following an
approval of such sale by the Board of Directors of the
Company.

          (e)  "Conversion Options" means, an option or
options to purchase Successor Equity in the Successor
which option or options may be granted by the Successor
to the Executive and are exercisable in full, immediately
following the Change in Control for an Aggregate Exercise
Price which does not exceed the Aggregate Exercise Price
of the options to purchase common stock of the Company
which were owned by the Executive on the date the Change
in Control occurs and which options, if exercised by the
Executive in full, immediately following the occurrence
of a Change in Control would provide for the ownership by
the Executive of Successor Equity which, immediately
following the acquisition of such Successor Equity by the
Executive, may be sold by the Executive, free of any
restrictions imposed on the sale of securities by the
Securities Act of 1933, for a price which exceeds the
Aggregate Exercise Price of the such options by an amount
which is not less than the amount of the Built In Gain.
Nothing contained in this Agreement shall be deemed or
construed to require the Executive to accept a grant of
Conversion Options from the Successor.

          (f)  "Deferred Compensation" means any
compensation, payable to the Executive by the Company,
receipt of which is contingent or is deferred pursuant to
the terms of any applicable 401(k) plan, Section 125
cafeteria plan or any other deferred compensation plan
maintained by the Company together with any interest or
earnings, either actually or hypothetically earned on the
amount of such compensation.

          (g)  "Highest Sale Price" means: (i) with
respect to the common stock of the Company, the highest
closing sale price at which common stock of the Company
has been sold, in an established securities market,
during the twelve (12) consecutive month period ending on
the date as of which the determination of the Highest
Sale Price of the common stock of the Company is to be
made; and (ii) in the case of any Successor Equity, the
highest closing sale price at which such Successor Equity
has been sold, in an established securities market,
during the twelve (12) consecutive month period ending on
the date as of which the determination of the Highest
Sale Price of the Successor Equity is to be determined.

          (h)  "Successor" means, the person, firm,
corporation or other entity which, as a result of the
occurrence of a Change in Control, has succeeded,
directly or indirectly, to all or substantially all the
assets, rights, properties, liabilities and obligations
of the Company.

          (i)  "Successor Equity" means capital stock or
any other equity interest in the Successor.

     2.   Effect of Change in Control.  Upon the
occurrence of a Change in Control:

          (a)  the restrictions imposed upon the sale,
transfer or other conveyance of any restricted stock held
by the Executive pursuant to the terms of any restricted
stock agreement or any other plan or agreement shall
terminate and cease to exist, and such stock shall
thereafter be free from all such restrictions;

          (b)  any and all Deferred Compensation (except
for compensation deferred by the Executive pursuant to
the terms of any 401(k) plan maintained by the Company,
which deferred compensation shall be paid in accordance
with the terms of such 401(k) plan) shall be paid to the
Executive in one lump sum payment within thirty (30) days
following the occurrence of the Change in Control or, in
the case of a Change in Control event described in either
subparagraph 1(d)(iii) or 1(d)(iv) hereof, within thirty
(30) days following the consummation of the merger or
sale transaction referred to in such subparagraphs (the
consummation of such merger or sale transaction being
hereinafter referred to as a "Merger or Sale Event");

          (c)  the Company or the Successor, as the case
may be, shall, within thirty (30) days after the
occurrence of the Change in Control or, in the case of a
Change in Control event described in either subparagraph
1(d)(iii) or 1(d)(iv) hereof, within thirty (30) days
following the Merger or Sale Event, pay to the Executive,
in one (1) lump sum payment, an amount equal to three
hundred fifty percent (350%) of the Executive's Annual
Compensation;

          (d)  if, following the occurrence of a Change
in Control (or, in the case of a Change in Control event
described in subparagraph 1(d)(iii) or (iv) hereof,
following the Merger or Sale Event), the Company's legal
existence continues and the proportionate number of the
issued and outstanding shares of common stock of the
Company (on a fully diluted basis) which may be purchased
by the Executive after the occurrence of the Change in
Control (or after the Merger or Sale Event) pursuant to
the exercise of his options and for a price equal to the
Aggregate Exercise Price of the Executive's options
(determined immediately prior to the occurrence of the
Change in Control), is at least equal to the
proportionate number of the issued and outstanding shares
of common stock of the Company which could have been
purchased by the Executive pursuant to the exercise by
the Executive of all of his options, immediately prior to
the Change in Control (or, in the case of a Change in
Control event described in subparagraph 1(d)(iii) or (iv)
above, immediately prior to the Merger or Sale Event)
(including any shares of the Company's common stock which
may be acquired by the Executive as a result of
adjustments made after the occurrence of a Change in
Control to the terms of the options which the Executive
held prior to the occurrence of the Change in Control,
which adjustments provide the Executive the right to
acquire more shares of the Company's common stock for the
same Aggregate Exercise Price and shares of the Company's
common stock which may be acquired by the Executive
pursuant to the exercise of additional options granted to
the Executive immediately following the Change in Control
(or the Merger or Sale Event) which are immediately
exercisable in full), then, all options to purchase the
Company's common stock which were granted to the
Executive prior to the occurrence of the Change in
Control shall immediately become fully exercisable by the
Executive; and

          (e)  if, following the occurrence of a Change
in Control (or, in the case of a Change in Control event
described in subparagraph 1(d)(iii) or (iv) hereof,
following the Merger or Sale Event): (i) the Company's
legal existence continues but the number of shares of
common stock of the Company which the Executive is
entitled to purchase pursuant to the exercise of all
options to purchase the Company's common stock which are
owned by the Executive immediately following the Change
in Control for a price which is not more than the
Aggregate Exercise Price of his unexercised options
immediately prior to the occurrence of the Change in
Control, is not, on a fully diluted basis, at least equal
to the same proportion, on a fully diluted basis, of the
issued and outstanding shares of common stock of the
Company which could have been purchased by the Executive
pursuant to the exercise of all of his options
immediately prior to the occurrence of the Change in
Control; or (ii) the common stock of the Company is no
longer listed for trading on an established securities
market and the Successor has not, effective as of the
date the Change in Control occurs, offered to grant
Conversion Options to the Executive in lieu of the
options of the Executive to purchase common stock of the
Company; or (iii) the common stock of the Company is no
longer listed for trading on an established securities
market and the Successor has offered to grant Conversion
Options to the Executive effective as of the date the
Change in Control occurs (in lieu of the Executive's
options to purchase common stock of the Company) but the
Executive has elected not to accept such grant of
Conversion Options; then (iv) the Executive shall be
paid, in one lump sum payment not later than 90 days
following the occurrence of the Change in Control (or, in
the case of a Change in Control event described in
subparagraph 1(d)(iii) or (iv) hereof, not later than
ninety (90) days following the Merger of Sale Event), the
amount of the Built In Gain on the options to purchase
common stock of the Company which were issued to the
Executive and outstanding and unexercised on the date the
Change in Control occurs and, thereafter, all such
options shall be cancelled and shall for all purposes be
deemed and construed to be null and void.

     3.   Effect of Termination of Employment.  If the
Executive's employment with the Company is terminated for
any reason whatsoever during the two (2) year period
following the occurrence of a Change in Control and, in
the case of a Change in Control event described in
subparagraph 1(d)(iii) or (iv) hereof, prior to the
adoption by the Board of Directors of the Company of a
resolution which acknowledges or confirms that the merger
or sale transaction which was previously approved by the
stockholders of the Company and which formed the basis of
the Change in Control described in subparagraph 1(d)(iii)
or (iv) will not occur and which resolution further
provides that the approval by the stockholders of the
Company of such merger or sale shall no longer constitute
a Change in Control for purposes of this Agreement, then:

          (a)  if the Executive's options to purchase common stock
of the Company have not been cancelled as provided for in
Section 2(e) above, to the extent that the Executive has
any unexercised options to purchase common stock of the
Company, which options are exercisable at the time the
Executive's employment with the Company is terminated,
the Company shall pay to the Executive in one lump sum
payment within thirty (30) days following the date the
Executive's employment with the Company is terminated, an
amount equal to: (i) the Highest Sale Price of the common
stock of the Company determined as of the date the
Executive's employment with the Company is terminated;
multiplied by (ii) the aggregate number of shares of
Common Stock of the Company which the Executive is
entitled to purchase pursuant to the terms of all options
to purchase any common stock of the Company which are
owned by the Executive and exercisable on the date the
Executive's employment with the Company is terminated;
minus (iii) the Aggregate Exercise Price of the issued
and outstanding unexercised options to purchase common
stock of the Company which are owned by the Executive as
of the date the Executive's employment with the Company
is terminated to the extent that such options are
exercisable as of such date; and

          (b)  if the Executive has elected to accept a
grant of Conversion Options from the Successor and, at
the time that the Executive's employment with the Company
is terminated, the Executive owns Conversion Options or
any other options to acquire any Successor Equity which
are exercisable at the time the Executive's employment
with the Company is terminated, but any such Conversion
Options and other options to purchase Successor Equity
have not been exercised by the Executive, the Successor
shall pay to the Executive in one lump sum payment within
thirty (30) days following the date the Executive's
employment with the Company is terminated, an amount
equal to: (i) the Highest Sale Price, determined as of
the date the Executive's employment with the Company is
terminated, of each unit of Successor Equity which could
be acquired by the Executive upon the exercise of all
outstanding Conversion Options and other options to
purchase Successor Equity on the date the Executive's
employment with the Company is terminated; multiplied by
(ii) the aggregate number of units of Successor Equity
which the Executive is entitled to purchase pursuant to
the terms of all options to purchase Successor Equity
which are owned by the Executive and exercisable on the
date the Change in Control occurs; minus (iii) the
Aggregate Exercise Price of all issued and outstanding
unexercised Conversion Options and other options to
purchase Successor Equity which were owned by the
Executive and exercisable as of the date the Executive's
employment with the Company is terminated.

     4.   Additional Payments by the Company.  (a)
Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that
any payment or distribution by the Company to or for the
benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of
this Agreement or otherwise (a "Payment"), would be
subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or
any interest or penalties with respect to such excise tax
(such excise tax, together with any such interest and
penalties being hereinafter collectively referred to as
the "Excise Tax"), then the Executive shall be entitled
to receive an additional payment (a "Gross-Up Payment")
in an amount such that after payment by the Executive of
all taxes (including any interest or penalties imposed
with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, the Executive retains
an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

          (b)  Subject to the provisions of Section 4(c)
hereof, all determinations required to be made under this
Section 4, including whether a Gross-Up Payment is
required and the amount of such Gross-Up Payment, shall
be made by any nationally recognized firm of certified
public accountants (the "Accounting Firm") which shall
provide detailed supporting calculations both to the
Company and the Executive within 60 business days
following the occurrence a Change in Control.  When
calculating the amount of the Gross-Up Payment, the
Executive shall be deemed to pay:

               (i)  Federal income taxes at the highest
applicable marginal rate of Federal income taxation for
the calendar year in which the Gross-Up Payment is to be
made; and

               (ii) any applicable state and local income
taxes at the highest applicable marginal rate of taxation
for the calendar year in which the Gross-Up Payment is to
be made, net of the maximum reduction in Federal income
taxes which could be obtained from deduction of such
state and local taxes if paid in such year.

          If the Accounting Firm has performed services
for the entity that caused the Change of Control or any
affiliate thereof, the Executive may select an
alternative accounting firm from any nationally
recognized firm of certified public accountants.  If the
Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with an
opinion that he has substantial authority not to report
any Excise Tax on his federal income tax return.  Any
determination by the Accounting Firm shall be binding
upon the Company and the Executive.  As a result of the
uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company
should have been made ("Underpayment"), consistent with
the calculations required to be made hereunder.  In the
event that the Company exhausts it remedies pursuant to
Section 4(c) hereof, and the Executive thereafter is
required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to or for the
benefit of the Executive.

          (c)  The Executive shall notify the Company in
writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the
Company of the Gross-Up Payment.  Such notification shall
be given as soon as practicable but no later than ten
business days after the Executive knows of such claim and
shall apprise the Company of the nature of such claim and
the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the
expiration of the thirty-day period following the date on
which it gives such notice to the Company (or such
shorter period ending on the date that any payment of
taxes with respect to such claim is due).  If the Company
notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the
Executive shall:

               (i) give the Company any information
reasonably requested by the Company relating to such
claim;

               (ii) take such action in connection with
contesting such claim as the Company shall reasonably
request in writing from time to time, including, without
limitation, accepting legal representation with respect
to such claim by an attorney reasonably selected by the
Company;

               (iii)     cooperate with the Company in
good faith in order to effectively contest such claim;
and

               (iv) permit the Company to participate in
any proceedings relating to such claim;

provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional
interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or
income tax, including interest and penalties with respect
thereto, imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the
foregoing provisions of this Section 4(c), the Company
shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or
forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine;
provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the
Executive, on an interest free basis and shall indemnify
and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to
such advance or with respect to any imputed income with
respect to such advance; and further provided that any
extension of the statue of limitations relating to
payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to
be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall
be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive
shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

          (d)  If, after the receipt by the Executive of
an amount advanced by the Company pursuant to Section
4(c) hereof, the Executive becomes entitled to receive
any refund with respect to such claim, the Executive
shall (subject to the Company's complying with the
requirements of Section 4(c)) promptly pay to the Company
the amount of such refund (together with any interest
paid or credited thereon by the taxing authority after
deducting any taxes applicable thereto).  If, after the
receipt by the Executive of an amount advanced by the
Company pursuant to Section 4(c) hereof, a determination
is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does
not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of
thirty days after such determination, then such advance
shall be forgiven and shall not be required to be repaid
and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required
to be paid under Section 4(a) hereof.  The forgiveness of
such advance shall be considered part of the Gross-Up
Payment and subject to gross-up for any taxes (including
interest or penalties) associated therewith.

     5.   Effect on Terms and Conditions of Employment.
The Executive hereby acknowledges and agrees that, except
as otherwise specifically set forth in this Agreement,
the terms of this Agreement shall not be deemed or
construed to modify, alter or otherwise amend the terms
and conditions of the employment relationship between the
Executive and the Company as it now exists or as it may
exist in the future.  Accordingly, the Executive hereby
agrees that nothing contained in this Agreement shall be
deemed or construed to entitle the Executive to remain in
the employment of the Company and that nothing contained
in this Agreement shall be deemed or construed to limit
or otherwise restrict any rights which the Company now
has or in the future have to terminate the employment of
the Executive.  The Company hereby acknowledges and
agrees that, except as otherwise specifically set forth
in this Agreement, nothing in this Agreement shall be
deemed or construed to modify, alter, amend, limit or
restrict, in any way, any rights which the Executive may
now or in the future have to payment of any compensation
or benefits from the Company or any employee plan,
program or arrangement maintained by the Company and
which the Executive is a participant in.

     6.   Confidentiality.  During the period of the
Executive's employment by the Company or any Successor,
the Executive shall not, except as may be required in
connection with the performance by the Executive of the
duties of his employment with the Company or the
Successor, disclose to any person, firm, corporation or
other entity, any information concerning matters
affecting or relating to the services, marketing, long
range plans, financial strategies or other business of
the Company or, if applicable, the Successor, or any of
their respective customers so long as such information is
not generally available to the public other than as a
result of disclosure by the Executive or any other third
party which is prohibited from disclosing such
information by a contractual or fiduciary obligation.

     7.   Litigation Expenses.  In the event that any
dispute shall arise under this Agreement between the
Executive and the Company, the Company shall be
responsible for the payment of all reasonable expenses of
all parties to such dispute, including reasonable
attorney fees, regardless of the outcome thereof.

     8.   Amendments.  This Agreement may not be amended
or modified orally, and no provision hereof may be
waived, except in writing signed by both the parties
hereto.

     9.   Assignment.  This Agreement may not be assigned
by either party hereto except with the written consent of
the other.

     10.  Successors, Binding Effect.  (a) This Agreement
shall be binding upon and inure to the benefit of the
personal representatives and successors in interest of
the Executive.  In addition, this Agreement shall be
binding upon any successor (whether direct or indirect,
by purchase, merger, amalgamation or otherwise) to all or
substantially of the business and/or assets of the
Company.  The Company expressly agrees that it shall have
no right, power or authority to consummate any sale of
all or substantially all the business and/or assets of
the Company or to consummate any merger, consolidation or
other transaction as a result of which all or
substantially all the business and/or assets of the
Company are not owned by the Company or any of its direct
or indirect wholly owned subsidiaries unless the party
that will own all or substantially all the business
and/or assets of the Company following the consummation
of such transaction executes and delivers an agreement
with the Company expressly providing for the assumption
by such party of all of the Company's obligations under
this Agreement; provided that, notwithstanding the
foregoing, no such agreement shall be necessary to make
the obligations of the Company under the terms of this
Agreement binding on such successor to the business
and/or assets of the Company.

          (b)  This Agreement shall inure to the benefit
of and be enforceable by Executive's personal and legal
representatives, executors and administrators.  If
Executive dies while any amount is still payable to him
hereunder, all such amounts shall paid in accordance with
the terms of this Agreement to the Executive's personal
representative or the executor or administrator of the
Executive's estate within ten (10) days from the date
such personal representative, executor or administrator
is appointed.  In addition, the obligation of the Company
or, if applicable, the Successor to pay to the Executive
the amounts required to be paid under the terms of this
Agreement shall not be released, discharged or otherwise
affected by any disability which may be suffered by the
Executive after he becomes entitled to payment of any
amounts which he is entitled to be paid pursuant to the
terms of this Agreement.

     11.  Applicable Law.  This Agreement shall be
governed and construed in accordance with the laws of the
State of New York applicable to contracts made and to be
performed wholly within such State except with respect to
the internal affairs of the Company and its stockholders,
which shall be governed by the General Company Law of the
State of Delaware.

     12.  Notices.  All notices and other communications
given pursuant to this Agreement shall be deemed to have
been properly given or delivered if hand-delivered, or if
mailed, by certified mail or registered mail postage
prepaid, addressed to the Executive at the address first
above written or if to the Company, at its address set
forth above, with a copy to the attention of Gerald S.
Lippes, 700 Guaranty Building, Buffalo, New York 14202.
From time to time, any party hereto may designate by
written notice any other address or party to which such
notice or communication or copies thereof shall be sent.

     13.  Severability of Provisions.  In case any one or
more of the provisions contained in this Agreement shall
be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby and this Agreement shall be
interpreted as if such invalid, illegal or unenforceable
provision was not contained herein.

     14.  Headings. The headings of the Sections and
Articles of this Agreement are inserted for convenience
only and shall not constitute a part hereof or affect in
any way the meaning or interpretation of this Agreement.

     IN WITNESS WHEREOF, the undersigned have caused this
Change in Control Agreement to be executed as of the day
and year first above written.




                                   /x/ Brian J. Lipke
                                   Brian J. Lipke

                              GIBRALTAR STEEL COMPANY

                                By:/x/ Neil E. Lipke
                                   Neil E. Lipke,
                                   Executive Vice President


                                                         

15



               CHANGE IN CONTROL AGREEMENT


     This Agreement is made as of this ninth day of July,
1998, by and between Gibraltar Steel Corporation, a
Delaware corporation with offices at 3556 Lake Shore
Road, Buffalo New York (the "Company") and _____________,
an individual residing at _______________________ (the
"Executive").


                           RECITALS:

     This Agreement is intended to help assure a
continuing dedication by the Executive to the performance
of his duties to the Company in the event of a change in
control.

     The Company and the Executive desire to set forth in
writing the terms of the benefits which the Executive
will be entitled to receive in the event of a change in
the control of the Company occurs.


                         CONSIDERATION:

     NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants set forth in this Agreement, the
parties hereto agree as follows:

     1.   Definitions.  As used in this Agreement, the
following terms shall the following meanings:

          (a)  "Aggregate Exercise Price" means: (i) in the case of
options to acquire common stock of the Company which are
owned by the Executive, the total amount of cash or
immediately available funds which the Executive would be
required to pay to the Company in order to purchase all
of the common stock of the Company which, as of the date
that the determination of the Aggregate Exercise Price is
to be made, the Executive is entitled to purchase under
the terms of all issued, outstanding and unexercised
options to purchase common stock of the Company which are
outstanding and exercisable on the date the determination
of the Aggregate Exercise Price to be made; and (ii) in
the case of options to acquire Successor Equity (as
hereinafter defined) the total amount of cash or
immediately available funds which the Executive would be
required to pay the Successor (as hereinafter defined) in
order to purchase all the Successor Equity which, as of
the date that the determination of the Aggregate Exercise
Price is to be made, the Executive is entitled to
purchase under the terms of all issued, outstanding and
unexercised options to purchase Successor Equity which
are outstanding and exercisable on the date the
determination of the Aggregate Exercise Price of such
options is to be made.

          (b)  "Annual Compensation" means the sum of: (i) the
amount of the annual base salary of the Executive which
is in effect during the calendar year preceding the
calendar year in which the Executive's employment with
the Company is terminated in a termination which
constitutes a Change in Control Termination (as
hereinafter defined); and (ii) the average of the annual
bonuses paid to the Executive by the Company during the
three (3) calendar years preceding the calendar year in
which the Executive's employment with the Company is
terminated in a termination which constitutes a Change in
Control Termination.  The amount of any compensation
which the Executive has affirmatively elected to defer
his receipt of, including without limitation,
compensation deferred pursuant to any applicable 401(k)
plan, any Section 125 plan, any cafeteria plan or any
other deferred compensation plan maintained by the
Company, shall be included when calculating Annual
Compensation.

          (c)  "Built In Gain" means an amount equal to: (i) the
Highest Sale Price (as hereinafter defined) determined as
of the date the Change in Control occurs, multiplied by
the total number of shares of common stock of the Company
which the Executive could acquire by exercising all of
the options to acquire common stock of the Company which,
as of the date the Change in Control occurs, were issued
to the Executive, outstanding and unexercised, minus (ii)
the Aggregate Exercise Price of such options.

          (d)  "Change in Control" means, the occurrence of any of
the following events:

               (i)  any "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))
becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of more than thirty percent (30%)
of the then outstanding voting stock of the Company; or

               (ii)  during any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board of Directors of the Company cease
for any reason to constitute a majority thereof; or

               (iii)  the stockholders of the Company
approve a merger or consolidation of the Company with any
other company, other than a merger or consolidation which
would result in the voting securities of the Company
immediately prior thereto continuing to represent (either
by remaining outstanding or being converted into voting
securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately
after such merger or consolidation; or

               (iv) the Board of Directors and the stockholders of the
Company approve an agreement for the sale or disposition
by the Company of all or substantially all the assets of
the Company following an approval of such sale by the
Board of Directors of the Company.

          (e)  "Change in Control Termination" means a
termination of the Executive's employment with the
Company other than a Termination For Cause (as
hereinafter defined), a termination which results from
the Executive's death or a termination (whether by the
Company or by the Executive) which results from the
Executive's disability (as determined under the
provisions of the long term disability plan of the
Company which is in effect at the time the Change in
Control occurs), which termination:

               (i) is initiated:

                    (A) by the Company; or

                    (B) by the Executive as a result of
the occurrence of either of the following events:

                          (I) a reduction in the
Executive's annual base salary as in effect at the time
the Change in Control occurs; or

                          (II) a change in the terms upon
which the bonus payable to the Executive is determined,
as a result of which, the amount of the bonus which the
Executive is able to earn after the occurrence of the
Change in Control is significantly less than the amount
of the bonus which the Executive was able to earn
immediately prior to the occurrence of a Change in
Control; and

               (ii)  occurs:

                    (A)  in the case of a Change in Control event described
in subparagraph 1(d)(i) or (ii) above, at any time prior
to the end of the two (2) year period immediately
following the occurrence of such Change in Control; or

                    (B)  in the case of a Change in Control event described
in subparagraph 1(d)(iii) or (iv) above, at any time
prior to the earliest to occur of:

                         (I)  the end of the two (2) year period immediately
following the occurrence of such Change in Control; and

                         (II) the adoption by the Board of Directors of the
Company of a resolution which acknowledges or confirms
that the merger or sale transaction which was previously
approved by the stockholders of the Company and which
formed the basis for the occurrence of a Change in
Control described in subparagraph 1(d)(iii) or (iv) will
not occur and which resolution further provides that the
approval by the stockholders of the Company of such
merger or sale shall no longer constitute a Change in
Control for purposes of this Agreement.

          (f)  "Conversion Options" means, an option or
options to purchase Successor Equity in the Successor
which option or options may be granted by the Successor
to the Executive and are exercisable in full, immediately
following the Change in Control for an Aggregate Exercise
Price which does not exceed the Aggregate Exercise Price
of the options to purchase common stock of the Company
which were owned by the Executive on the date the Change
in Control occurs and which options, if exercised by the
Executive in full, immediately following the occurrence
of a Change in Control would provide for the ownership by
the Executive of Successor Equity which, immediately
following the acquisition of such Successor Equity by the
Executive, may be sold by the Executive, free of any
restrictions imposed on the sale of securities by the
Securities Act of 1933, for a price which exceeds the
Aggregate Exercise Price of the such options by an amount
which is not less than the amount of the Built In Gain.
Nothing contained in this Agreement shall be deemed or
construed to require the Executive to accept a grant of
Conversion Options from the Successor.

          (g)  "Deferred Compensation" means any compensation,
payable to the Executive by the Company, receipt of which
is contingent or is deferred pursuant to the terms of any
applicable 401(k) plan, Section 125 cafeteria plan or any
other deferred compensation plan maintained by the
Company together with any interest or earnings, either
actually or hypothetically earned on the amount of such
compensation.

          (h)  "Highest Sale Price" means: (i) with respect to the
common stock of the Company, the highest closing sale
price at which common stock of the Company has been sold,
in an established securities market, during the twelve
(12) consecutive month period ending on the date as of
which the determination of the Highest Sale Price of the
common stock of the Company is to be made; and (ii) in
the case of any Successor Equity, the highest closing
sale price at which such Successor Equity has been sold,
in an established securities market, during the twelve
(12) consecutive month period ending on the date as of
which the determination of the Highest Sale Price of the
Successor Equity is to be determined.

          (i)  "Successor" means, the person, firm, corporation or
other entity which, as a result of the occurrence of a
Change in Control, has succeeded, directly or indirectly,
to all or substantially all the assets, rights,
properties, liabilities and obligations of the Company.

          (j)  "Successor Equity" means capital stock or any other
equity interest in the Successor.

          (k)  "Termination for Cause" means the termination by the
Company of the Executive's employment with the Company
for any of the following reasons:

               (i)  willful and continued failure by the
Executive to substantially perform his duties other than
any such failure resulting from the Executive's
incapacity due to physical or mental illness;

               (ii)  intentional falsification of records
or reports or any other act or acts of dishonesty
constituting a felony and resulting, or intended to
result, directly or indirectly, in personal gain or
enrichment of the Executive at the expense of the
Company;

               (iii)  excessive and/or chronic use of
alcohol, narcotics or other controlled substances (other
than under the supervision of a licensed physician); or

               (iv)  willful engagement in gross
misconduct materially injurious to the Company.

     2.   Effect of Change in Control.  Upon the
occurrence of a Change in Control:

          (a)  the restrictions imposed upon the sale,
transfer or other conveyance of any restricted stock held
by the Executive pursuant to the terms of any restricted
stock agreement or any other plan or agreement shall
terminate and cease to exist, and such stock shall
thereafter be free from all such restrictions;

          (b)  any and all Deferred Compensation (except for
compensation deferred by the Executive pursuant to the
terms of any 401(k) plan maintained by the Company, which
deferred compensation shall be paid in accordance with
the terms of such 401(k) plan) shall be paid to the
Executive in one lump sum payment within thirty (30) days
following the occurrence of the Change in Control or, in
the case of a Change in Control event described in either
subparagraph 1(d)(iii) or 1(d)(iv) hereof, within thirty
(30) days following the consummation of the merger or
sale transaction referred to in such subparagraphs (the
consummation of such merger or sale transaction being
hereinafter referred to as a "Merger or Sale Event");

          (c)  if, following the occurrence of a Change in Control
(or, in the case of a Change in Control event described
in subparagraph 1(d)(iii) or (iv) hereof, following the
Merger or Sale Event), the Company's legal existence
continues and the proportionate number of the issued and
outstanding shares of common stock of the Company (on a
fully diluted basis) which may be purchased by the
Executive after the occurrence of the Change in Control
(or after the Merger or Sale Event) pursuant to the
exercise of his options and for a price equal to the
Aggregate Exercise Price of the Executive's options
(determined immediately prior to the occurrence of the
Change in Control), is at least equal to the
proportionate number of the issued and outstanding shares
of common stock of the Company which could have been
purchased by the Executive pursuant to the exercise by
the Executive of all of his options, immediately prior to
the Change in Control (or, in the case of a Change in
Control event described in subparagraph 1(d)(iii) or (iv)
above, immediately prior to the Merger or Sale Event)
(including any shares of the Company's common stock which
may be acquired by the Executive as a result of
adjustments made after the occurrence of a Change in
Control to the terms of the options which the Executive
held prior to the occurrence of the Change in Control,
which adjustments provide the Executive the right to
acquire more shares of the Company's common stock for the
same Aggregate Exercise Price and shares of the Company's
common stock which may be acquired by the Executive
pursuant to the exercise of additional options granted to
the Executive immediately following the Change in Control
(or the Merger or Sale Event) which are immediately
exercisable in full), then, all options to purchase the
Company's common stock which were granted to the
Executive prior to the occurrence of the Change in
Control shall immediately become fully exercisable by the
Executive; and

          (d)  if, following the occurrence of a Change in Control
(or, in the case of a Change in Control event described
in subparagraph 1(d)(iii) or (iv) hereof, following the
Merger or Sale Event): (i) the Company's legal existence
continues but the number of shares of common stock of the
Company which the Executive is entitled to purchase
pursuant to the exercise of all options to purchase the
Company's common stock which are owned by the Executive
immediately following the Change in Control for a price
which is not more than the Aggregate Exercise Price of
his unexercised options immediately prior to the
occurrence of the Change in Control, is not, on a fully
diluted basis, at least equal to the same proportion, on
a fully diluted basis, of the issued and outstanding
shares of common stock of the Company which could have
been purchased by the Executive pursuant to the exercise
of all of his options immediately prior to the occurrence
of the Change in Control; or (ii) the common stock of the
Company is no longer listed for trading on an established
securities market and the Successor has not, effective as
of the date the Change in Control occurs, offered to
grant Conversion Options to the Executive in lieu of the
options of the Executive to purchase common stock of the
Company; or (iii) the common stock of the Company is no
longer listed for trading on an established securities
market and the Successor has offered to grant Conversion
Options to the Executive effective as of the date the
Change in Control occurs (in lieu of the Executive's
options to purchase common stock of the Company) but the
Executive has elected not to accept such grant of
Conversion Options; then (iv) the Executive shall be
paid, in one lump sum payment not later than 90 days
following the occurrence of the Change in Control (or, in
the case of a Change in Control event described in
subparagraph 1(d)(iii) or (iv) hereof, not later than
ninety (90) days following the Merger of Sale Event), the
amount of the Built In Gain on the options to purchase
common stock of the Company which were issued to the
Executive and outstanding and unexercised on the date the
Change in Control occurs and, thereafter, all such
options shall be cancelled and shall for all purposes be
deemed and construed to be null and void.

     3.   Effect of Change in Control Termination.  In
the event of a Change in Control Termination:

          (a)  the Company or the Successor, as the case may be,
shall, within thirty (30) days after the occurrence of
such Change in Control Termination, pay to the Executive,
in one (1) lump sum payment, the following amounts which
shall be in lieu of any rights which the Executive may
have to continuation of salary, compensation, benefits
and perquisites:

               (i)  the amount of any Deferred
Compensation, except for compensation deferred pursuant
to the terms of any applicable 401(k) plan maintained by
the Company, which shall remain subject to and shall be
payable in accordance with the terms of such plan; and

               (ii) an amount equal to two-hundred twenty-
five percent (225%) of the Executive's Annual
Compensation;

          (b)  if the options to purchase common stock of the
Company have not been cancelled as provided for in
Section 2(d) above, to the extent that the Executive has
any unexercised options to purchase common stock of the
Company, which options are exercisable at the time the
Executive experiences the Change in Control Termination,
the Company shall pay to the Executive in one lump sum
payment within thirty (30) days following the date the
Change in Control Termination occurs, an amount equal to:
(i) the Highest Sale Price of the common stock of the
Company determined as of the date the Change in Control
Termination occurs; multiplied by (ii) the aggregate
number of shares of Common Stock of the Company which the
Executive is entitled to purchase pursuant to the terms
of all options to purchase any common stock of the
Company which are owned by the Executive and exercisable
on the date the Change in Control Termination occurs;
minus (iii) the Aggregate Exercise Price of the issued
and outstanding unexercised options to purchase common
stock of the Company which are owned by the Executive as
of the date the Change in Control Termination occurs to
the extent that such options are exercisable as of such
date; and

                    (c)  if the Executive has elected to accept a
grant of Conversion Options from the Successor and, at
the time that the Executive's employment is terminated in
a termination which constitutes a Change in Control
Termination, the Executive owns Conversion Options or any
other options to acquire any Successor Equity which are
exercisable at the time the Executive's Change in Control
Termination occurs, but any such Conversion Options and
other options to purchase Successor Equity have not been
exercised by the Executive, the Successor shall pay to
the Executive in one lump sum payment within thirty (30)
days following the date the Change in Control Termination
occurs, an amount equal to: (i) the Highest Sale Price,
determined as of the date the Change in Control
Termination occurs, of each unit of Successor Equity
which could be acquired by the Executive upon the
exercise of all outstanding Conversion Options and other
options to purchase Successor Equity on the date the
Change in Control Termination occurs; multiplied by (ii)
the aggregate number of units of Successor Equity which
the Executive is entitled to purchase pursuant to the
terms of all options to purchase Successor Equity which
are owned by the Executive and exercisable on the date
the Change in Control Termination occurs; minus (iii) the
Aggregate Exercise Price of all issued and outstanding
unexercised Conversion Options and other options to
purchase Successor Equity which were owned by the
Executive and exercisable as of the date the Change in
Control Termination occurs.

     4.   Additional Payments by the Company.  (a)
Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that
any payment or distribution by the Company to or for the
benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of
this Agreement or otherwise (a "Payment"), would be
subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or
any interest or penalties with respect to such excise tax
(such excise tax, together with any such interest and
penalties being hereinafter collectively referred to as
the "Excise Tax"), then the Executive shall be entitled
to receive an additional payment (a "Gross-Up Payment")
in an amount such that after payment by the Executive of
all taxes (including any interest or penalties imposed
with respect to such taxes), including any Excise Tax,
imposed upon the Gross-Up Payment, the Executive retains
an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

          (b)  Subject to the provisions of Section 4(c)
hereof, all determinations required to be made under this
Section 4, including whether a Gross-Up Payment is
required and the amount of such Gross-Up Payment, shall
be made by any nationally recognized firm of certified
public accountants (the "Accounting Firm") which shall
provide detailed supporting calculations both to the
Company and the Executive within 60 business days of a
Change in Control Termination.  When calculating the
amount of the Gross-Up Payment, the Executive shall be
deemed to pay:

               (i)  Federal income taxes at the highest
applicable marginal rate of Federal income taxation for
the calendar year in which the Gross-Up Payment is to be
made; and

               (ii) any applicable state and local income
taxes at the highest applicable marginal rate of taxation
for the calendar year in which the Gross-Up Payment is to
be made, net of the maximum reduction in Federal income
taxes which could be obtained from deduction of such
state and local taxes if paid in such year.

          If the Accounting Firm has performed services
for the entity that caused the Change of Control or any
affiliate thereof, the Executive may select an
alternative accounting firm from any nationally
recognized firm of certified public accountants.  If the
Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with an
opinion that he has substantial authority not to report
any Excise Tax on his federal income tax return.  Any
determination by the Accounting Firm shall be binding
upon the Company and the Executive.  As a result of the
uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company
should have been made ("Underpayment"), consistent with
the calculations required to be made hereunder.  In the
event that the Company exhausts it remedies pursuant to
Section 4(c) hereof, and the Executive thereafter is
required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment
shall be promptly paid by the Company to or for the
benefit of the Executive.

          (c)  The Executive shall notify the Company in
writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the
Company of the Gross-Up Payment.  Such notification shall
be given as soon as practicable but no later than ten
business days after the Executive knows of such claim and
shall apprise the Company of the nature of such claim and
the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the
expiration of the thirty-day period following the date on
which it gives such notice to the Company (or such
shorter period ending on the date that any payment of
taxes with respect to such claim is due).  If the Company
notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the
Executive shall:

               (i) give the Company any information
reasonably requested by the Company relating to such
claim;

               (ii) take such action in connection with
contesting such claim as the Company shall reasonably
request in writing from time to time, including, without
limitation, accepting legal representation with respect
to such claim by an attorney reasonably selected by the
Company;

               (iii)     cooperate with the Company in
good faith in order to effectively contest such claim;
and

               (iv) permit the Company to participate in
any proceedings relating to such claim;

provided, however, that the Company shall bear and pay
directly all costs and expenses (including additional
interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or
income tax, including interest and penalties with respect
thereto, imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the
foregoing provisions of this Section 4(c), the Company
shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or
forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine;
provided, however, that if the Company directs the
Executive to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to the
Executive, on an interest free basis and shall indemnify
and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax, including interest or
penalties with respect thereto, imposed with respect to
such advance or with respect to any imputed income with
respect to such advance; and further provided that any
extension of the statue of limitations relating to
payment of taxes for the taxable year of the Executive
with respect to which such contested amount is claimed to
be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall
be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive
shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

          (d)  If, after the receipt by the Executive of
an amount advanced by the Company pursuant to Section
4(c) hereof, the Executive becomes entitled to receive
any refund with respect to such claim, the Executive
shall (subject to the Company's complying with the
requirements of Section 4(c)) promptly pay to the Company
the amount of such refund (together with any interest
paid or credited thereon by the taxing authority after
deducting any taxes applicable thereto).  If, after the
receipt by the Executive of an amount advanced by the
Company pursuant to Section 4(c) hereof, a determination
is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does
not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of
thirty days after such determination, then such advance
shall be forgiven and shall not be required to be repaid
and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required
to be paid under Section 4(a) hereof.  The forgiveness of
such advance shall be considered part of the Gross-Up
Payment and subject to gross-up for any taxes (including
interest or penalties) associated therewith.

     5.   Effect on Terms and Conditions of Employment.
The Executive hereby acknowledges and agrees that, except
as otherwise specifically set forth in this Agreement,
the terms of this Agreement shall not be deemed or
construed to modify, alter or otherwise amend the terms
and conditions of the employment relationship between the
Executive and the Company as it now exists or as it may
exist in the future.  Accordingly, the Executive hereby
agrees that nothing contained in this Agreement shall be
deemed or construed to entitle the Executive to remain in
the employment of the Company and that nothing contained
in this Agreement shall be deemed or construed to limit
or otherwise restrict any rights which the Company now
has or in the future have to terminate the employment of
the Executive.  The Company hereby acknowledges and
agrees that, except as otherwise specifically set forth
in this Agreement, nothing in this Agreement shall be
deemed or construed to modify, alter, amend, limit or
restrict, in any way, any rights which the Executive may
now or in the future have to payment of any compensation
or benefits from the Company or any employee plan,
program or arrangement maintained by the Company and
which the Executive is a participant in.

     6.   Confidentiality.  During the period of the
Executive's employment by the Company or any Successor,
the Executive shall not, except as may be required in
connection with the performance by the Executive of the
duties of his employment with the Company or the
Successor, disclose to any person, firm, corporation or
other entity, any information concerning matters
affecting or relating to the services, marketing, long
range plans, financial strategies or other business of
the Company or, if applicable, the Successor, or any of
their respective customers so long as such information is
not generally available to the public other than as a
result of disclosure by the Executive or any other third
party which is prohibited from disclosing such
information by a contractual or fiduciary obligation.

     7.   Litigation Expenses.  The Company shall have no
liability or obligation for payment of any costs or
expenses (including reasonable attorneys fees) which may
be incurred by the Executive to enforce its rights to
payment of the amount which the Company is required to
pay to the Executive pursuant to this Agreement unless
the Company unreasonably fails or refuses to pay the
Executive any portion of or only pays to the Executive an
insignificant portion of the Change in Control benefits
the Executive is entitled to receive pursuant to this
Agreement.  It is the intent of this provision that the
Company shall not be obligated to pay any costs and
expenses which may be incurred by the Executive to
enforce his rights under this Agreement in the event that
such expenses are incurred by the Executive in a dispute
over the amount of the Change in Control payments which
the Executive is entitled to receive pursuant to this
Agreement if the difference between the amount which the
Executive claims to be entitled to receive from the
Company and the amount which the Company claims it is
obligated to pay to the Executive is not material and if
the Company's determination of the amount which it is
obligated to pay to the Executive is based on a
reasonable good faith interpretation of the provisions of
this Agreement.  However, it is also the intent of this
provision that, if the Company arbitrarily denies that it
is obligated to make the payments to the Executive
provided for by this Agreement or if the Company refuses
to pay the Executive any portion of or only pays to the
Executive an insignificant portion of the Change in
Control benefits which the Executive is entitled to
receive pursuant to this Agreement without any reasonable
basis for such refusal, the Company shall be obligated to
pay any and all expenses, including reasonable attorneys
fees, which may be incurred by the Executive to enforce
his rights under this Agreement.

     8.   Amendments.  This Agreement may not be amended
or modified orally, and no provision hereof may be
waived, except in writing signed by both the parties
hereto.

     9.   Assignment.  This Agreement may not be assigned by
either party hereto except with the written consent of
the other.

     10.  Successors, Binding Effect.  (a) This Agreement
shall be binding upon and inure to the benefit of the
personal representatives and successors in interest of
the Executive.  In addition, this Agreement shall be
binding upon any successor (whether direct or indirect,
by purchase, merger, amalgamation or otherwise) to all or
substantially of the business and/or assets of the
Company.  The Company expressly agrees that it shall have
no right, power or authority to consummate any sale of
all or substantially all the business and/or assets of
the Company or to consummate any merger, consolidation or
other transaction as a result of which all or
substantially all the business and/or assets of the
Company are not owned by the Company or any of its direct
or indirect wholly owned subsidiaries unless the party
that will own all or substantially all the business
and/or assets of the Company following the consummation
of such transaction executes and delivers an agreement
with the Company expressly providing for the assumption
by such party of all of the Company's obligations under
this Agreement; provided that, notwithstanding the
foregoing, no such agreement shall be necessary to make
the obligations of the Company under the terms of this
Agreement binding on such successor to the business
and/or assets of the Company.

          (b)  This Agreement shall inure to the benefit
of and be enforceable by Executive's personal and legal
representatives, executors and administrators.  If
Executive dies while any amount is still payable to him
hereunder, all such amounts shall paid in accordance with
the terms of this Agreement to the Executive's personal
representative or the executor or administrator of the
Executive's estate within ten (10) days from the date
such personal representative, executor or administrator
is appointed.  In addition, the obligation of the Company
or, if applicable, the Successor to pay to the Executive
the amounts required to be paid under the terms of this
Agreement shall not be released, discharged or otherwise
affected by any disability which may be suffered by the
Executive after he becomes entitled to payment of any
amounts which he is entitled to be paid pursuant to the
terms of this Agreement.

     11.  Applicable Law.  This Agreement shall be
governed and construed in accordance with the laws of the
State of New York applicable to contracts made and to be
performed wholly within such State except with respect to
the internal affairs of the Company and its stockholders,
which shall be governed by the General Company Law of the
State of Delaware.

     12.  Notices.  All notices and other communications
given pursuant to this Agreement shall be deemed to have
been properly given or delivered if hand-delivered, or if
mailed, by certified mail or registered mail postage
prepaid, addressed to the Executive at the address first
above written or if to the Company, at its address set
forth above, with a copy to the attention of Gerald S.
Lippes, 700 Guaranty Building, Buffalo, New York 14202.
From time to time, any party hereto may designate by
written notice any other address or party to which such
notice or communication or copies thereof shall be sent.

     13.  Severability of Provisions.  In case any one or
more of the provisions contained in this Agreement shall
be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be
affected or impaired thereby and this Agreement shall be
interpreted as if such invalid, illegal or unenforceable
provision was not contained herein.

     14.  Headings. The headings of the Sections and
Articles of this Agreement are inserted for convenience
only and shall not constitute a part hereof or affect in
any way the meaning or interpretation of this Agreement.

     IN WITNESS WHEREOF, the undersigned have caused this
Change in Control Agreement to be executed as of the day
and year first above written.




                              __________________________

                              GIBRALTAR STEEL COMPANY




                           By:_________________________


                                                         

 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 US DOLLARS 9-MOS DEC-31-1998 JAN-01-1998 SEP-30-1998 1 2,314 0 83,613 1,464 112,000 200,853 200,956 43,923 441,725 75,236 188,713 0 0 125 155,278 441,725 413,893 413,893 339,149 339,149 42,026 0 7,688 25,030 10,012 15,018 0 0 0 15,018 1.21 1.19