As filed with the Securities and Exchange Commission on June 12, 1998.
                                              Registration No. 333-


                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM S-8
                       REGISTRATION STATEMENT
                               Under
                     THE SECURITIES ACT OF 1933


                    GIBRALTAR STEEL CORPORATION
       (Exact name of registrant as specified in its charter)


       DELAWARE                               16-1445150
(State or other jurisdiction               (I.R.S. Employer
 of incorporation or organization)          Identification Number)

3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York                                          14219-0228
(Address of Principal Executive Offices)                   (Zip Code)

      Gibraltar Steel Corporation Incentive Stock Option Plan
                      (Full title of the plans)

                         WALTER T. ERAZMUS
   Executive Vice President - Finance and Chief Financial Officer
                    GIBRALTAR STEEL CORPORATION
                        3556 Lake Shore Road
                           P.O. Box 2028
                   Buffalo, New York  14219-0228
              (Name and address of agent for service)

                           (7l6) 826-6500
   (Telephone number,  including area code, of agent for service)


                              Copy To:

                      ROBERT J. OLIVIERI, Esq.
                 Lippes, Silverstein, Mathias & Wexler LLP
                       700 Guaranty Building
                          28 Church Street
                   Buffalo, New York   14202-3950
                           (7l6) 853-5100

                  CALCULATION OF REGISTRATION FEE
<TABLE>
Title of each                     Proposed          Proposed        
class of                          Maximum           Maximum              Amount of
Securities to     Amount to be    Offering Price    aggregate            registration
be registered     registered      Per Share (3)     Offering Price (3)   fee

<S>               <C>             <C>               <C>                  <C>
Common Stock,     250,000                                   
$.0l par value    shares (1)      $22.75 (4)        $5,687,500 (4)       $1,678

Total             250,000                                   
                  shares (2)                                             $1,678

(1) Consists  of  an  aggregate of 250,000 shares of Common  Stock  of  the
    Registrant  which  may  become issuable upon the  exercise  of  options
    granted  under the Gibraltar Steel Corporation Incentive  Stock  Option
    Plan Third Amendment and Restatement (the "Incentive Plan").
(2) This  Registration  Statement also covers an  indeterminate  number  of
    shares of Common Stock which may  become issuable as a result of  stock
    splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Calculated  pursuant to Rule 457(c) and (h) based upon the  average  of
    high  and low sales price of the  Registrant's Common Stock on June  8,
    1998 as quoted on the NASDAQ National Market System.
</TABLE>

<PAGE>
                                  PART I

        INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.        Plan Information.

           The documents containing the information specified in Part I  of
this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1).  Such documents are not required to be and are not filed
with  the  Securities and Exchange Commission (the "Commission") either  as
part  of  this  Registration  Statement or as  prospectuses  or  prospectus
supplements  pursuant  to  Rule  424. These  documents  and  the  documents
incorporated by reference in this Registration Statement pursuant to Item 3
of  Part II of this Form S-8, taken together, constitute a prospectus  that
meets  the requirements of Section 10(a) of the Securities Act of 1933,  as
amended (the "Securities Act").

           This  Registration  Statement on Form  S-8  of  Gibraltar  Steel
Corporation,  a  Delaware  corporation (the "Registrant"),  covers  250,000
shares of the Registrant's Common Stock, par value $0.0l per share ("Common
Stock"),  reserved  for issuance under the     Gibraltar Steel  Corporation
Incentive Stock Option Plan Third  Amendment and Restatement (the "Plan").

           If  necessary for a prospectus to be used for re-offers  of  the
Registrant's  Common  Stock acquired pursuant to  the  Plan,  a  prospectus
prepared  in accordance with the requirements of Form S-3 will be filed  as
part  of this Registration Statement by means of a post-effective amendment
hereto.


Item 2.        Registrant Information and Employee Plan Annual Information.

           Upon  written or oral request, any of the documents incorporated
by  reference  in  Item 3 of Part II of this Registration Statement  (which
documents  are incorporated by reference in this Section 10(a) Prospectus),
other documents required to be delivered to eligible employees pursuant  to
Rule 428(b) or additional information about the Plan and its administrators
are available without charge by contacting:

               Gibraltar Steel Corporation
               3556 Lake Shore Road
               P.O. Box 3556
               Buffalo, New York   14219-0228
               Attention:  Secretary

               Telephone:  (716) 826-6500
               Facsimile:  (716) 826-1589
<PAGE>
                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.

           The  following  documents  filed  by  the  Registrant  with  the
Commission  under  the  Securities Exchange Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

             (a)  The Registrant's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1997;

             (b)  The Registrant's Quarterly Reports on Form l0-Q for
             the fiscal quarters ended March 31, 1998;
             
             (c)   All  other reports filed by the Registrant  pursuant  to
             Section  13(a) or 15(d) of the Exchange Act since the  end  of
             the  fiscal  year covered by the annual report  referenced  in
             (a) above; and

             (d)   The  description of the Registrant's Common  Stock
             contained in the Registrant's Registration Statement  on  Form
             8-A,  dated September 23, 1993, as amended by the Registrant's
             Form 8-A/A Amendment No. 1 dated November 3, 1993.

             In  addition, all documents subsequently filed by the Registrant
pursuant  to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,  prior
to  the  filing  of  a  post-effective amendment which indicated  that  all
securities  registered  hereby  have  been  sold  or  which  registers  all
securities  then  remaining unsold, shall be deemed to be  incorporated  by
reference  herein and to be a part hereof from the date of  the  filing  of
such documents.

           Any statement contained herein or in a document incorporated  or
deemed  to  be  incorporated by reference herein  shall  be  deemed  to  be
modified or superseded for purposes of this Registration Statement  to  the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference  herein
modifies  or  supersedes  such statement.  Any  statement  so  modified  or
superseded  shall  not be deemed, except as so modified or  superseded,  to
constitute a part of this Registration Statement.


Item 4.        Description of Securities.

          Not applicable.


Item 5.        Interests of Named Expert and Counsel.

           Certain legal matters with respect to the validity of the shares
of  Common Stock offered pursuant to this Registration Statement are  being
passed  upon  for the Registrant by Lippes, Silverstein, Mathias  &  Wexler
LLP, counsel to the Registrant.


Item 6.        Indemnification of Directors and Officers.

           Section  145  of  the General Corporation Law of  the  State  of
Delaware (the "DGCL") provides, in summary, that directors and officers  of
Delaware  corporations  are entitled, under certain  circumstances,  to  be
indemnified  against  all  expenses and liabilities  (including  attorneys'
fees)  incurred by them as a result of suits brought against them in  their
capacity  as a director or officer, if they acted in good faith  and  in  a
manner  they  reasonably  believed to be in or  not  opposed  to  the  best
interests  of the corporation, and, with respect to any criminal action  or
proceeding, had no reasonable cause to believe their conduct was  unlawful;

                                  II-3
<PAGE>
provided,  that no indemnification may be made against expenses in  respect
of  any claim, issue or matter as to which they shall have been adjudged to
be  liable to the corporation, unless and only to the extent that the court
in  which  such action or suit was brought shall determine upon application
that,  despite  the  adjudication of liability  but  in  view  of  all  the
circumstances  of  the  case, they are fairly and  reasonably  entitled  to
indemnity for such expenses which such court shall deem proper.   Any  such
indemnification may be made by the corporation only as authorized  in  each
specific  case  upon a determination by the stockholders  or  disinterested
directors that indemnification is proper because the indemnitee has met the
applicable  standard  of  conduct.  Article  Twelfth  of  the  Registrant's
Certificate  of Incorporation entitles officers, directors and  controlling
persons  of the Registrant to indemnification to the full extent  permitted
by Section 145 of the DGCL, as the same may be supplemented or amended from
time to time.

            Article   Thirteenth   of  the  Registrant's   Certificate   of
Incorporation  provides that no director shall have any personal  liability
to  the  Registrant or its stockholders for any monetary damages for breach
of  fiduciary  duty  as a director, provided that such provision  does  not
limit  or  eliminate the liability of any director (i) for breach  of  such
director's duty of loyalty to the Registrant or its stockholders, (ii)  for
acts or omissions not in good faith or which involve intentional misconduct
or  a  knowing  violation  of law, (iii) under  Section  174  of  the  DGCL
(involving certain unlawful dividends or stock repurchases) or (iv) for any
transaction from which such director derived an improper personal  benefit.
The  provisions of such article do not limit or eliminate the liability  of
any  director for any act or omission occurring prior to the effective time
of such amendment.


Item 7.        Exemption from Registration Claimed.

          Not Applicable.


Item 8.        Exhibits.

        4.1  Gibraltar  Steel Corporation Incentive Stock  Option  Plan
             Third Amendment and Restatement (incorporated by  reference to
             Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for
             the year ended December 31, 1997).

        4.2  Gibraltar Steel Corporation Non-Qualified Stock Option Plan
             First  Amendment  and Restatement (incorporated by reference to
             Exhibit 10.17 to the Registrant's Registration Statement on Form
             S-1 (Registration No. 333-03979)).

       *5.1  Opinion of Lippes, Silverstein, Mathias & Wexler LLP as  to
             the legality of the securities being offered.

      *23.1  Consent  of  Price  Waterhouse  LLP  with  respect  to
             financial statements of the Registrant.
  
      *23.3  Consent of Lippes, Silverstein, Mathias &  Wexler  LLP
             (included in Exhibit 5.1).

      *24    Powers  of  Attorney  (included  on  p.  II  -  5  of  this
             Registration Statement).
-------------------
*   Filed herewith.


Item 9.        Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)    To file, during any period in which offers or
               sales  are  being made, a post-effective amendment  to  this
               Registration  Statement to include any material  information
               with  respect  to  the plan of distribution  not  previously
               disclosed  in  the Registration Statement  or  any  material
               changes to such information in the Registration Statements;

                                  II-4
<PAGE>
               (2)    That,  for  the  purpose  of  determining
               liability under the Securities Act, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering
               of  such securities at that time shall be deemed to  be  the
               initial bona fide offering thereof;

               (3)    To remove  from registration by means of  a
               post-effective   amendment  any  of  the  securities   being
               registered  which  remain unsold at the termination  of  the
               offering.

          (b)   The  undersigned  Registrant hereby undertakes  that,  for
purposes of determining any liability under the Securities Act, each filing
of  the  Registrant's annual report pursuant to Section  13(a)  or  Section
15(d)  of  the  Exchange  Act (and, where applicable  each  filing   of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Exchange  Act)  that  is  incorporated by  reference  in  the  Registration
Statement  shall be deemed to be a new registration statement  relating  to
the  securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

         (c)    Insofar as indemnification for liabilities arising under the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of  the Registrant pursuant to the provisions of Item  6  of  this
Registration Statement, or otherwise, the Registrant has been advised that,
in  the  opinion  of the Commission such indemnification is against  public
policy  as expressed in the Securities Act and is, therefor, unenforceable.
In  the  event  that a claim for indemnification against  such  liabilities
(other than the payment of the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense  of  any action, suit or proceeding) is asserted by such  director,
officer  or  controlling  person in connection with  the  securities  being
registered,  the Registrant will, unless in the opinion of its counsel  the
matter  has  been settled by controlling precedent submit  to  a  court  of
appropriate jurisdiction the question whether such indemnification by it is
against  public policy as expressed in the Securities Act  and     will  be
governed by the final adjudication of such issue.

                                  II-5
<PAGE>
                             SIGNATURES


     Pursuant  to  the requirements of the Securities Act,  the  Registrant
certifies  that it has reasonable grounds to believe that it meets  all  of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration  statement  to  be signed on its behalf  by  the  undersigned,
thereunto duly authorized, in the City of Buffalo, State of New York on the
12th day of June, 1998.


                              GIBRALTAR STEEL CORPORATION


                              By: /s/Walter T. Erazmus
                                     Walter T. Erazmus
                                  Executive Vice President - Finance
                                    and Chief Financial Officer



                         POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each person  whose  signature
appears  below  constitutes and appoints Brian J.  Lipke,  Neil  E.  Lipke,
Curtis  W.  Lipke  and Walter T. Erazmus, and each of them,  his  true  and
lawful  attorneys-in-fact and agents with full power  of  substitution  and
resubstitution  for him and in his name, place and stead, in  any  and  all
capacities  to  sign  any  and  all  amendments  (including  post-effective
amendments) of and supplements to this Registration Statement and  to  file
the  same,  with  all exhibits thereto, and other documents  in  connection
therewith, with the Securities and Exchange Commission, granting unto  such
attorneys-in-fact  and agents and each of them full power and authority  to
do  and perform each and every act and thing requisite and necessary to  be
done in and about the premises, to all intents and purposes and as fully as
they  might or could do in person hereby ratifying and confirming all  that
such attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
Registration  Statement  has been signed by the following  persons  in  the
capacities indicated on the 12th day of June, 1998.



            Signature                              Capacity

      /s/ Brian J. Lipke                    Chairman of the Board,
          Brian J. Lipke                      President and Chief
                                              Executive Officer
                                        (Principal Executive Officer)

      /s/ Walter T. Erazmus                Executive  Vice President -
          Walter T. Erazmus                   Chief Financial Officer
                                        (Principal Financial Officer and
                                           Principal Accounting Officer)

      /s/ Neil E. Lipke                    Director
          Neil E. Lipke

     /s/  Gerald S. Lippes                 Director
          Gerald S. Lippes
 
                                  II-6
<PAGE>
     /s/  Arthur A. Russ, Jr.              Director
          Arthur A. Russ, Jr.

    /s/   William P. Montague              Director
          William P. Montague

          -------------------              Director
          David N. Campbell

                                  II-7
<PAGE>
                           EXHIBIT INDEX


   Exhibit No.                       Description

      4.1     Gibraltar Steel Corporation Incentive Stock Option Plan
              Third Amendment and Restatement (incorporated by reference to
              Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for
              the year ended December 31, 1997.

     *5.1     Opinion of Lippes, Silverstein, Mathias & Wexler LLP as to
              the legality of the securities being offered.

    *23.1     Consent  of  Price  Waterhouse  LLP  with  respect  to
              financial statements of the Registrant.

    *23.2     Consent of Lippes, Silverstein, Mathias &  Wexler  LLP
              (included in Exhibit 5.1).

    *24       Powers  of  Attorney  (included  on  p.  II  -  5  of  this
              Registration Statement).

-------------------
*   Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19516}]
{"company-data": {"conformed-name": "GIBRALTAR STEEL CORP", "cik": "0000912562", "assigned-sic": "3310", "irs-number": "161445150", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56735", "film-number": "98647393"}, "business-address": {"street1": "3556 LAKE SHORE ROAD", "street2": "P O BOX 2028", "city": "BUFFALO", "state": "NY", "zip": "14219-0228", "phone": "7168266500"}, "mail-address": {"street1": "GATEWAY EXECUTIVE PARK", "street2": "3556 LAKE SHORE ROAD PO BOX 2028", "city": "BUFFALO", "state": "NY", "zip": "14219"}}
As filed with the Securities and Exchange Commission on June 12, 1998.
                                              Registration No. 333-

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM S-8
                       REGISTRATION STATEMENT
                               Under
                     THE SECURITIES ACT OF 1933

                    GIBRALTAR STEEL CORPORATION
       (Exact name of registrant as specified in its charter)

       DELAWARE                               16-1445150
(State or other jurisdiction               (I.R.S. Employer
 of incorporation or organization)          Identification Number)

3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York                                          14219-0228
(Address of Principal Executive Offices)                   (Zip Code)

      Gibraltar Steel Corporation Incentive Stock Option Plan
                      (Full title of the plans)

                         WALTER T. ERAZMUS
   Executive Vice President - Finance and Chief Financial Officer
                    GIBRALTAR STEEL CORPORATION
                        3556 Lake Shore Road
                           P.O. Box 2028
                   Buffalo, New York  14219-0228
              (Name and address of agent for service)

                           (7l6) 826-6500
   (Telephone number,  including area code, of agent for service)

                              Copy To:

                      ROBERT J. OLIVIERI, Esq.
                 Lippes, Silverstein, Mathias & Wexler LLP
                       700 Guaranty Building
                          28 Church Street
                   Buffalo, New York   14202-3950
                           (7l6) 853-5100

                  CALCULATION OF REGISTRATION FEE

Title of each                     Proposed          Proposed        
class of                          Maximum           Maximum              Amount of
Securities to     Amount to be    Offering Price    aggregate            registration
be registered     registered      Per Share (3)     Offering Price (3)   fee
Common Stock,     250,000                                   
$.0l par value    shares (1)      $22.75 (4)        $5,687,500 (4)       $1,678

Total             250,000                                   
                  shares (2)                                             $1,678

(1) Consists  of  an  aggregate of 250,000 shares of Common  Stock  of  the
    Registrant  which  may  become issuable upon the  exercise  of  options
    granted  under the Gibraltar Steel Corporation Incentive  Stock  Option
    Plan Third Amendment and Restatement (the "Incentive Plan").
(2) This  Registration  Statement also covers an  indeterminate  number  of
    shares of Common Stock which may  become issuable as a result of  stock
    splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Calculated  pursuant to Rule 457(c) and (h) based upon the  average  of
    high  and low sales price of the  Registrant's Common Stock on June  8,
    1998 as quoted on the NASDAQ National Market System.
PART I

        INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.        Plan Information.

           The documents containing the information specified in Part I  of
this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1).  Such documents are not required to be and are not filed
with  the  Securities and Exchange Commission (the "Commission") either  as
part  of  this  Registration  Statement or as  prospectuses  or  prospectus
supplements  pursuant  to  Rule  424. These  documents  and  the  documents
incorporated by reference in this Registration Statement pursuant to Item 3
of  Part II of this Form S-8, taken together, constitute a prospectus  that
meets  the requirements of Section 10(a) of the Securities Act of 1933,  as
amended (the "Securities Act").

           This  Registration  Statement on Form  S-8  of  Gibraltar  Steel
Corporation,  a  Delaware  corporation (the "Registrant"),  covers  250,000
shares of the Registrant's Common Stock, par value $0.0l per share ("Common
Stock"),  reserved  for issuance under the     Gibraltar Steel  Corporation
Incentive Stock Option Plan Third  Amendment and Restatement (the "Plan").

           If  necessary for a prospectus to be used for re-offers  of  the
Registrant's  Common  Stock acquired pursuant to  the  Plan,  a  prospectus
prepared  in accordance with the requirements of Form S-3 will be filed  as
part  of this Registration Statement by means of a post-effective amendment
hereto.

Item 2.        Registrant Information and Employee Plan Annual Information.

           Upon  written or oral request, any of the documents incorporated
by  reference  in  Item 3 of Part II of this Registration Statement  (which
documents  are incorporated by reference in this Section 10(a) Prospectus),
other documents required to be delivered to eligible employees pursuant  to
Rule 428(b) or additional information about the Plan and its administrators
are available without charge by contacting:

               Gibraltar Steel Corporation
               3556 Lake Shore Road
               P.O. Box 3556
               Buffalo, New York   14219-0228
               Attention:  Secretary

               Telephone:  (716) 826-6500
               Facsimile:  (716) 826-1589
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

           The  following  documents  filed  by  the  Registrant  with  the
Commission  under  the  Securities Exchange Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

             (a)  The Registrant's Annual Report on Form 10-K for the
             fiscal year ended December 31, 1997;

             (b)  The Registrant's Quarterly Reports on Form l0-Q for
             the fiscal quarters ended March 31, 1998;
             
             (c)   All  other reports filed by the Registrant  pursuant  to
             Section  13(a) or 15(d) of the Exchange Act since the  end  of
             the  fiscal  year covered by the annual report  referenced  in
             (a) above; and

             (d)   The  description of the Registrant's Common  Stock
             contained in the Registrant's Registration Statement  on  Form
             8-A,  dated September 23, 1993, as amended by the Registrant's
             Form 8-A/A Amendment No. 1 dated November 3, 1993.

             In  addition, all documents subsequently filed by the Registrant
pursuant  to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,  prior
to  the  filing  of  a  post-effective amendment which indicated  that  all
securities  registered  hereby  have  been  sold  or  which  registers  all
securities  then  remaining unsold, shall be deemed to be  incorporated  by
reference  herein and to be a part hereof from the date of  the  filing  of
such documents.

           Any statement contained herein or in a document incorporated  or
deemed  to  be  incorporated by reference herein  shall  be  deemed  to  be
modified or superseded for purposes of this Registration Statement  to  the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference  herein
modifies  or  supersedes  such statement.  Any  statement  so  modified  or
superseded  shall  not be deemed, except as so modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.        Description of Securities.

          Not applicable.

Item 5.        Interests of Named Expert and Counsel.

           Certain legal matters with respect to the validity of the shares
of  Common Stock offered pursuant to this Registration Statement are  being
passed  upon  for the Registrant by Lippes, Silverstein, Mathias  &  Wexler
LLP, counsel to the Registrant.

Item 6.        Indemnification of Directors and Officers.

           Section  145  of  the General Corporation Law of  the  State  of
Delaware (the "DGCL") provides, in summary, that directors and officers  of
Delaware  corporations  are entitled, under certain  circumstances,  to  be
indemnified  against  all  expenses and liabilities  (including  attorneys'
fees)  incurred by them as a result of suits brought against them in  their
capacity  as a director or officer, if they acted in good faith  and  in  a
manner  they  reasonably  believed to be in or  not  opposed  to  the  best
interests  of the corporation, and, with respect to any criminal action  or
proceeding, had no reasonable cause to believe their conduct was  unlawful;

                                  II-3
provided,  that no indemnification may be made against expenses in  respect
of  any claim, issue or matter as to which they shall have been adjudged to
be  liable to the corporation, unless and only to the extent that the court
in  which  such action or suit was brought shall determine upon application
that,  despite  the  adjudication of liability  but  in  view  of  all  the
circumstances  of  the  case, they are fairly and  reasonably  entitled  to
indemnity for such expenses which such court shall deem proper.   Any  such
indemnification may be made by the corporation only as authorized  in  each
specific  case  upon a determination by the stockholders  or  disinterested
directors that indemnification is proper because the indemnitee has met the
applicable  standard  of  conduct.  Article  Twelfth  of  the  Registrant's
Certificate  of Incorporation entitles officers, directors and  controlling
persons  of the Registrant to indemnification to the full extent  permitted
by Section 145 of the DGCL, as the same may be supplemented or amended from
time to time.

            Article   Thirteenth   of  the  Registrant's   Certificate   of
Incorporation  provides that no director shall have any personal  liability
to  the  Registrant or its stockholders for any monetary damages for breach
of  fiduciary  duty  as a director, provided that such provision  does  not
limit  or  eliminate the liability of any director (i) for breach  of  such
director's duty of loyalty to the Registrant or its stockholders, (ii)  for
acts or omissions not in good faith or which involve intentional misconduct
or  a  knowing  violation  of law, (iii) under  Section  174  of  the  DGCL
(involving certain unlawful dividends or stock repurchases) or (iv) for any
transaction from which such director derived an improper personal  benefit.
The  provisions of such article do not limit or eliminate the liability  of
any  director for any act or omission occurring prior to the effective time
of such amendment.

Item 7.        Exemption from Registration Claimed.

          Not Applicable.

Item 8.        Exhibits.

        4.1  Gibraltar  Steel Corporation Incentive Stock  Option  Plan
             Third Amendment and Restatement (incorporated by  reference to
             Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for
             the year ended December 31, 1997).

        4.2  Gibraltar Steel Corporation Non-Qualified Stock Option Plan
             First  Amendment  and Restatement (incorporated by reference to
             Exhibit 10.17 to the Registrant's Registration Statement on Form
             S-1 (Registration No. 333-03979)).

       *5.1  Opinion of Lippes, Silverstein, Mathias & Wexler LLP as  to
             the legality of the securities being offered.

      *23.1  Consent  of  Price  Waterhouse  LLP  with  respect  to
             financial statements of the Registrant.
  
      *23.3  Consent of Lippes, Silverstein, Mathias &  Wexler  LLP
             (included in Exhibit 5.1).

      *24    Powers  of  Attorney  (included  on  p.  II  -  5  of  this
             Registration Statement).
-------------------
*   Filed herewith.

Item 9.        Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)    To file, during any period in which offers or
               sales  are  being made, a post-effective amendment  to  this
               Registration  Statement to include any material  information
               with  respect  to  the plan of distribution  not  previously
               disclosed  in  the Registration Statement  or  any  material
               changes to such information in the Registration Statements;

                                  II-4
(2)    That,  for  the  purpose  of  determining
               liability under the Securities Act, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering
               of  such securities at that time shall be deemed to  be  the
               initial bona fide offering thereof;

               (3)    To remove  from registration by means of  a
               post-effective   amendment  any  of  the  securities   being
               registered  which  remain unsold at the termination  of  the
               offering.

          (b)   The  undersigned  Registrant hereby undertakes  that,  for
purposes of determining any liability under the Securities Act, each filing
of  the  Registrant's annual report pursuant to Section  13(a)  or  Section
15(d)  of  the  Exchange  Act (and, where applicable  each  filing   of  an
employee  benefit  plan's annual report pursuant to Section  15(d)  of  the
Exchange  Act)  that  is  incorporated by  reference  in  the  Registration
Statement  shall be deemed to be a new registration statement  relating  to
the  securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

         (c)    Insofar as indemnification for liabilities arising under the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons  of  the Registrant pursuant to the provisions of Item  6  of  this
Registration Statement, or otherwise, the Registrant has been advised that,
in  the  opinion  of the Commission such indemnification is against  public
policy  as expressed in the Securities Act and is, therefor, unenforceable.
In  the  event  that a claim for indemnification against  such  liabilities
(other than the payment of the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense  of  any action, suit or proceeding) is asserted by such  director,
officer  or  controlling  person in connection with  the  securities  being
registered,  the Registrant will, unless in the opinion of its counsel  the
matter  has  been settled by controlling precedent submit  to  a  court  of
appropriate jurisdiction the question whether such indemnification by it is
against  public policy as expressed in the Securities Act  and     will  be
governed by the final adjudication of such issue.

                                  II-5
SIGNATURES

     Pursuant  to  the requirements of the Securities Act,  the  Registrant
certifies  that it has reasonable grounds to believe that it meets  all  of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
registration  statement  to  be signed on its behalf  by  the  undersigned,
thereunto duly authorized, in the City of Buffalo, State of New York on the
12th day of June, 1998.

                              GIBRALTAR STEEL CORPORATION

                              By: /s/Walter T. Erazmus
                                     Walter T. Erazmus
                                  Executive Vice President - Finance
                                    and Chief Financial Officer

                         POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each person  whose  signature
appears  below  constitutes and appoints Brian J.  Lipke,  Neil  E.  Lipke,
Curtis  W.  Lipke  and Walter T. Erazmus, and each of them,  his  true  and
lawful  attorneys-in-fact and agents with full power  of  substitution  and
resubstitution  for him and in his name, place and stead, in  any  and  all
capacities  to  sign  any  and  all  amendments  (including  post-effective
amendments) of and supplements to this Registration Statement and  to  file
the  same,  with  all exhibits thereto, and other documents  in  connection
therewith, with the Securities and Exchange Commission, granting unto  such
attorneys-in-fact  and agents and each of them full power and authority  to
do  and perform each and every act and thing requisite and necessary to  be
done in and about the premises, to all intents and purposes and as fully as
they  might or could do in person hereby ratifying and confirming all  that
such attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant  to  the  requirements of the Securities Act  of  1933,  this
Registration  Statement  has been signed by the following  persons  in  the
capacities indicated on the 12th day of June, 1998.

            Signature                              Capacity

      /s/ Brian J. Lipke                    Chairman of the Board,
          Brian J. Lipke                      President and Chief
                                              Executive Officer
                                        (Principal Executive Officer)

      /s/ Walter T. Erazmus                Executive  Vice President -
          Walter T. Erazmus                   Chief Financial Officer
                                        (Principal Financial Officer and
                                           Principal Accounting Officer)

      /s/ Neil E. Lipke                    Director
          Neil E. Lipke

     /s/  Gerald S. Lippes                 Director
          Gerald S. Lippes
 
                                  II-6
/s/  Arthur A. Russ, Jr.              Director
          Arthur A. Russ, Jr.

    /s/   William P. Montague              Director
          William P. Montague

          -------------------              Director
          David N. Campbell

                                  II-7
EXHIBIT INDEX

   Exhibit No.                       Description

      4.1     Gibraltar Steel Corporation Incentive Stock Option Plan
              Third Amendment and Restatement (incorporated by reference to
              Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for
              the year ended December 31, 1997.

     *5.1     Opinion of Lippes, Silverstein, Mathias & Wexler LLP as to
              the legality of the securities being offered.

    *23.1     Consent  of  Price  Waterhouse  LLP  with  respect  to
              financial statements of the Registrant.

    *23.2     Consent of Lippes, Silverstein, Mathias &  Wexler  LLP
              (included in Exhibit 5.1).

    *24       Powers  of  Attorney  (included  on  p.  II  -  5  of  this
              Registration Statement).

-------------------
*   Filed herewith.