SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ERAZMUS WALTER T

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GIBRALTAR STEEL CORP [ Rock ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	02/13/2004		M		5,075	A	$16.75	21,450	D
Common stock	02/13/2004		M		10,970	A	$15.625	32,420	D
Common stock	02/13/2004		M		4,309	A	$14.07	36,729	D
Common stock	02/13/2004		S		20,354	D	$24	16,375	D
Common stock	02/17/2004		M		9,925	A	$16.75	26,300	D
Common stock	02/17/2004		M		4,030	A	$15.625	30,330	D
Common stock	02/17/2004		M		5,066	A	$14.07	35,396	D
Common stock								800	I	Individual Retirement Account⁽¹⁾
Common stock								500	I	By Wife⁽²⁾
Common stock								5,587.25	I	Gibraltar Steel Corp. 401(k) Savings Plan

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)⁽³⁾	$16.75	02/13/2004		M			5,075	07/08/1997	07/07/2006	Common stock	5,075	$16.75	9,925	D
Option (right to buy)⁽³⁾	$15.625	02/13/2004		M			10,970	10/08/1999	10/07/2008	Common stock	10,970	$15.625	4,030	D
Option (right to buy)⁽³⁾	$14.07	02/13/2004		M			4,309	07/18/2001	07/18/2010	Common stock	4,309	$14.07	8,191	D
Option (right to buy)⁽³⁾	$16.75	02/17/2004		M			9,925	07/08/1997	07/07/2006	Common stock	9,925	$16.75	0	D
Option (right to buy)⁽³⁾	$15.625	02/17/2004		M			4,030	10/08/1999	10/07/2008	Common stock	4,030	$15.625	0	D
Option (right to buy)⁽³⁾	$14.07	02/17/2004		M			5,066	07/18/2001	07/18/2010	Common stock	5,066	$14.07	3,125	D

Explanation of Responses:

1. Shares of common stock indirectly in an Individual Retirement Account for the benefit of the reporting person.

2. Shares of common stock held in an Individual Retirement Account for the benefit of the reporting person's wife.

3. Grants to reporting person of option to purchase shares of common stock under the Gibraltar Steel Corporation Incentive Stock Option Plan. The options are exercisable at the rate of 25% per year.

	/s/Janet N. Gabel, Attorney in Fact for Walter T. Erazmus	02/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.