Sec Form 4 Filing - KAY DAVID W @ GIBRALTAR INDUSTRIES, INC. - 2008-05-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KAY DAVID W 2. Issuer Name and Ticker or Trading Symbol GIBRALTAR INDUSTRIES, INC. [ ROCK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO (Last) (First) (Middle) 3556 LAKE SHORE ROAD, P.O. BOX 2028 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2008 (Street) BUFFALO, NY14219-0228 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 3,457 D Restricted Stock Unit (LTIP 01/02/2008) 10,011 ( 1 ) D Restricted Stock Unit (LTIP 03/01/2006) 4,162 ( 2 ) D Restricted Stock Unit (LTIP 04/06/2005) 7,736 ( 3 ) D Restricted Stock Unit (LTIP 04/27/2007) 7,767 ( 4 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit (MSPP Match) ( 5 ) $ 0 ( 6 ) 05/08/2008 D 15,626.45 ( 7 ) ( 6 ) ( 6 ) Common Stock 15,626.45 $ 15.11 0 D Restricted Stock Unit (MSPP) ( 8 ) $ 0 ( 9 ) 05/08/2008 D 15,626.45 ( 10 ) ( 9 ) ( 9 ) Common Stock 15,626.45 $ 15.11 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAY DAVID W 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO, NY14219-0228 Executive VP and CFO Signatures /s/Paul J. Schulz, Attorney in Fact for David W. Kay 05/08/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units awarded as part of Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable solely in shares of common stock of the Company on each anniversary of the January 2, 2008 award date. ( 2 )Represents restricted stock units awarded as part of Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable solely in shares of common stock of the Company on each anniversary of the March 1, 2006 award date. ( 3 )Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Units vest and are payable solely in shares of common stock of the Company on the fourth anniversary of April 6, 2005. ( 4 )Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the April 27, 2007 award date. ( 5 )Represents restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan to match restricted stock units allocated through deferral by Reporting Person of a portion of annual incentive compensation award. ( 6 )Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date the Reporting Person's employment is terminated. ( 7 )Represents conversion to cash, upon retirement of Reporting Person, of one hundred percent (100%) of restricted stock units allocated to Reporting Person under the Company's Management Stock Purchase Plan to match restricted stock units allocated to Reporting Person resulting from deferral of compensation. ( 8 )Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting Reporting Person's deferral of a portion of his annual incentive compensation award. ( 9 )Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date the Reporting Person's employment is terminated. ( 10 )Represents conversion to cash, upon retirement of Reporting Person, of one hundred percent (100%) of restricted stock units allocated to Reporting Person as a result of deferral of compensation under the terms of the Company's Management Stock Purchase Plan.

Remarks: kaydavidv2.HTM

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