Sec Form 4 Filing - Heasley Timothy J @ GIBRALTAR INDUSTRIES, INC. - 2012-01-20

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 Heasley Timothy J 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) Senior Vice President (Last) (First) (Middle) 3556 LAKE SHORE ROAD, P.O. BOX 2028 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2012 (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 8,814 D Restricted Stock Unit (LTIP 01/03/2011 3,485 ( 1 ) D Restricted Stock Unit (LTIP 01/03/2012) 3,691 ( 2 ) D Restricted Stock Unit (LTIP 01/04/2010) 2,118 ( 3 ) D Restricted Stock Unit (LTIP 01/05/2009) 965 ( 4 ) D Restricted Stock Unit (Retirement Supplement) 15,000 ( 5 ) 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 Performance Units ( 6 ) ( 7 ) 01/20/2012 D 45,000 ( 8 ) ( 7 ) ( 7 ) Common Stock 45,000 $ 9.41 15,057 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heasley Timothy J 3556 LAKE SHORE ROAD P.O. BOX 2028 BUFFALO, NY14219-0228 Senior Vice President Signatures /s/Paul J. Schulz, Attorney in Fact for Timothy J. Heasley 01/23/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 3, 2011 and on each January 3rd thereafter through January 3, 2015. ( 2 )Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 3, 2013 and on each January 3rd thereafter through January 3, 2016 ( 3 )Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 4, 2010 award date. ( 4 )Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 5, 2009 award date. ( 5 )Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in shares of common stock of the Company on the day following the retirement of the Reporting Person; provided that such retirement occurs after the latest to occur of (i) the date the Recipient attains age sixty (60); (ii) the end of the five (5) year period beginning on the date the Reporting Person is hired by the Company; or (iii) the end of the one (1) year period beginning on the date of this award. Restricted stock units also vest and are payable in shares of common stock of the Company upon the death or disability of the Reporting Person or if the Reporting Peron's employment with the Company is terminated without cause. Finally, restricted stock units vest and are payable upon the occurrence of a change in control, in cash or in shares of common stock of the Company, whichever is specified by the Committee administrating the Plan. ( 6 )Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for a designated performance period. The maximum number of Performance Units which may be earned is two hundred percent (200%) of the Performance Units awarded for target level performance and the minimum number of Performance Units which may be earned is zero (0) Performance Units. ( 7 )Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2014 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2014 for reasons other than death, disability or retirement or by the Company without cause. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of December 31, 2014 or, if applicable, death, disability or retirement. ( 8 )Reflects payment for Performance Units awarded in 2009 pursuant to the terms of the Performance Units Awards. ( 9 )Reflects Performance Units awarded on January 3, 2012.

Remarks: heasleypoa.txt

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