8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 26, 2005
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GIBRALTAR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)

Delaware                        0-22462                16-1445150
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(State or other jurisdiction          (Commission             (IRS Employer
            of incorporation)                    File Number)          Identification No.)

3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York                         14219-0228
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(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code (716) 826-6500
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ITEM 7.01 Regulation FD Disclosure.

The registrant released the following press release on October 26, 2005:

Exhibit 99.1 is incorporated by reference under this Item 7.01

The registrant hosted its third quarter 2005 earnings conference call on October 27, 2005, during which the registrant presented information regarding its third quarter 2005 earnings.  Pursuant to Regulation FD and the requirements of Item 7.01 of Form 8-K, registrant hereby furnishes the Third Quarter 2005 Earnings Conference Call as Exhibit 99.2 to this report.

Exhibit 99.2 is incorporated by reference under this Item 7.01.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:   October 31, 2005

                                                                                   GIBRALTAR INDUSTRIES, INC.

                                                                                    /S/  David W. Kay
                                                                                   Name:  David W. Kay
                                                                                   Title:    Chief Financial Officer

EXHIBIT INDEX

Exhibit 99.1       Text of Press Release

Exhibit 99.2       Earnings Conference Call Script October 27, 2005

EX-99.1

        For Immediate Release

               October 26, 2005

GIBRALTAR REPORTS THIRD-QUARTER SALES AND EARNINGS

Sales Up 5% to $282 Million; Earnings Per Share from Continuing Operations of $.43;

Inventories and Debt Reduced Further in Third Quarter

BUFFALO, NEW YORK (October 26, 2005) – Gibraltar Industries, Inc. (NASDAQ: ROCK) today reported its sales and earnings for the three and nine months ended September 30, 2005.

Sales in the third quarter of 2005 were $282 million, an increase of approximately five percent compared to $267 million in the third quarter of 2004. Sales for the first nine months of 2005 were $844 million, up by approximately 17 percent compared to $721 million in the first nine months of 2004.

Net income from continuing operations in the third quarter of 2005 was $12.7 million, compared to $15.8 million in the third quarter of 2004. During the first nine months of 2005, net income from continuing operations was $39.3 million, compared to $40.3 million in the first nine months of 2004.

Earnings per share from continuing operations in the third quarter of 2005 were $.43, compared to $.53 in the third quarter of 2004. During the first nine months of 2005, earnings per share from continuing operations were $1.32 compared to $1.37 in the first nine months of 2004.

“As the third quarter progressed, and our inventory costs and selling prices came into better alignment, our margins began to stabilize, as expected. We also continued the scheduled reduction of our inventories by another $35 million during the quarter, and had strong cash flows from operations which were applied to debt reduction,” said Brian J. Lipke, Gibraltar’s Chairman and Chief Executive Officer.

“We have continued to implement our strategy of growth and diversification, most notably the four acquisitions we completed in the last six weeks that further expand our product offering and channels of distribution, diversify our customer base, and extend our geographic reach. These acquisitions, together with our ongoing efforts to grow and improve the operating efficiency of our existing businesses, will continue to strengthen Gibraltar,” said Henning N. Kornbrekke, Gibraltar’s President and Chief Operating Officer.

Gibraltar acquired the Gutter Helmet® product line on September 16; a copper powder manufacturing facility in Suzhou, China, on September 20; and American Wilcon Plastics, a manufacturer of plastic-injection molding products, on October 4.  The Company also completed the acquisition of AMICO, a U.S. market leader in the manufacturing of metal bar grating, expanded metal, and metal lath, as well as a number of other products, on October 3.

The AMICO acquisition is consistent with the Company’s strategy of increasingly focusing on niche markets and high value-added products.  It also provides the right strategic platform to allow Gibraltar to further diversify and expand its customer base, product offerings, and channels of distribution, while creating a platform for future growth.  The AMICO acquisition, with a purchase price of $240 million, is the single-largest acquisition in Gibraltar’s history.  The funds required to make the acquisition and prepay approximately $115 million of senior secured private placement notes, as well as approximately $26 million of seller notes from a previous acquisition, were provided by $300 million of new borrowings under a temporary credit facility underwritten by a consortium of banks led by KeyBank and increased borrowings under the Company’s revolving cre dit facility.

Gibraltar anticipates replacing the temporary borrowings, as well as amounts borrowed under the revolving credit facility, with longer-term financing.  

Looking ahead, as the Company moves into the seasonally slowest period for its business, Gibraltar expects its fourth-quarter earnings per share from continuing operations, before any non-recurring charges, will be in the range of $.30 to $.35, compared to $.32 in the fourth quarter of 2004, barring a significant change in business conditions.

As a result of the sale of the Company’s Milcor subsidiary on January 27, 2005, the results of operations for Milcor have been reclassified as discontinued operations in the Company’s income statements for all periods.

Gibraltar Industries is a leading manufacturer, processor, and distributor of metals and other engineered materials for the building products, vehicular, and other industrial markets. The Company serves a large number of customers in a variety of industries in all 50 states, Canada, Mexico, Europe, Asia, and Central and South America. It has approximately 4,500 employees and operates 95 facilities in 29 states, Canada, Mexico, and China.

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Information contained in this release, other than historical information, should be considered forward-looking, and may be subject to a number of risk factors, including: general economic conditions; the impact of the availability and the effects of changing raw material prices on the Company’s results of operations; natural gas and electricity prices and usage; the ability to pass through cost increases to customers; changing demand for the Company’s products and services; risks associated with the integration of acquisitions; and changes in interest or tax rates.  

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Gibraltar will review its third-quarter results and discuss its outlook for the fourth quarter during its quarterly conference call, which will be held at 2 p.m. Eastern Time on October 27. Details of the call can be found on Gibraltar’s Web site, at www.gibraltar1.com.

CONTACT: Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at 716/826-6500, khouseknecht@gibraltar1.com.

Gibraltar’s news releases, along with comprehensive information about the Company, are available on the Internet, at www.gibraltar1.com.

GIBRALTAR INDUSTRIES, INC. Financial Highlights (unaudited) (in thousands, except per share data)
	Three Months Ended
		September 30, 2005		September 30, 2004
Net Sales	$	282,139	$	267,346
Net Income from Continuing Operations	$	12,748	$	15,773
Net Income Per Share from Continuing     Operations –Basic	$	.43	$	.53
Weighted Average Shares Outstanding-Basic		29,622		29,448
Net Income Per Share from Continuing    Operations - Diluted	$	.43	$	.53
Weighted Average Shares Outstanding-Diluted		29,831		29,692

		Nine Months Ended
			September 30, 2005				September 30, 2004
Net Sales		$	844,108			$	721,045
Net Income from Continuing Operations		$	39,285			$	40,326
Net Income Per Share from Continuing    Operations -Basic		$	1.33			$	1.38
Weighted Average Shares Outstanding-Basic			29,600				29,302
Net Income Per Share from Continuing    Operations -Diluted		$	1.32			$	1.37
Weighted Average Shares Outstanding-Diluted			29,789				29,539
	GIBRALTAR INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands)
					September 30,                December 31,
					2005				2004
	Assets
	Current assets:
	Cash and cash equivalents			$	8,149			$	10,892
	Accounts receivable, net				174,269				146,021
	Inventories				166,727				207,215
	Other current assets				14,368				15,479
	Total current assets				363,513				379,607
	Property, plant and equipment, net				256,503				269,019
	Goodwill				292,438				285,927
	Investments in partnerships				6,806				8,211
	Other assets				14,567				14,937
				$	933,827			$	957,701
	Liabilities and Shareholders' Equity
	Current liabilities:
	Accounts payable			$	71,657			$	70,775
	Accrued expenses				46,679				51,885
	Current maturities of long-term debt				8,659				8,859
	Current maturities of related party debt				5,833				5,833
	Total current liabilities				132,828				137,352
	Long-term debt				238,414				289,514
	Long-term related party debt				-				5,833
	Deferred income taxes				67,621				66,485
	Other non-current liabilities				5,190				4,774
	Shareholders’ equity:
	Preferred stock, $.01 par value; authorized: 10,000,000       shares; none outstanding				-				-
	Common stock, $.01 par value; authorized 50,000,000 shares; issued 29,731,498 and 29,665,780 shares in 2005 and 2004, respectively				297				297
	Additional paid-in capital				216,746				209,765
	Retained earnings				276,208				242,585
	Unearned compensation				(5,752)				(572)
	Accumulated other comprehensive loss				2,275				1,668
					489,774				453,743
	Less: cost of 40,500 common shares held in treasury in          2005 and 2004				-				-
	Total shareholders’ equity				489,774				453,743
				$	933,827			$	957,701

GIBRALTAR INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) (in thousands)
				Three Months Ended September 30,																				Nine Months Ended September 30,
						2005									2004										2005								2004
Net sales			$		282,139							$		267,346									$	844,108					$			721,045
Cost of sales					228,133									207,940										683,504								563,436
Gross profit					54,006									59,406										160,604								157,609
Selling, general and administrative expense					28,929									31,605										85,353								84,923
Income from operations					25,077									27,801										75,251								72,686
Other (income) expense:
Equity in partnerships’ loss (income), and other income					820									(1,766)										469								(3,492)
Interest expense					3,358									3,496										11,102								9,523
Total other expense					4,178									1,730										11,571								6,031
Income before taxes					20,899									26,071										63,680								66,655
Provision for income taxes					8,151									10,298										24,395								26,329
Net income from continuing operations					12,748									15,773										39,285								40,326
Discontinued operations: (Loss) income from discontinued operations Income tax (benefit) expense					(1,457) (568)									739 292										(1,981) (772)								1,129 446
(Loss) income from discontinued operations					(889)									447										(1,209)								683
Net income			$		11,859							$		16,220									$	38,076					$			41,009
Net income per share - Basic: Income from continuing operations (Loss) income from discontinued operations					.43 (.03)									.53 .02										1.33 (.04)								1.38 .02
Net income			$		.40							$		.55									$	1.29					$			1.40
Weighted average shares outstanding – Basic					29,622									29,448										29,600								29,302
Net income per share - Diluted: Income from continuing operations (Loss) income from discontinued operations					.43 (.03)									.53 .02										1.32 (.04)								1.37 .02
Net income			$		.40							$		.55									$	1.28					$			1.39
Weighted average shares outstanding – Diluted					29,831									29,692										29,789								29,539
GIBRALTAR INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands)
											Nine Months Ended                                    September 30,
																		2005										2004
Cash flows from operating activities
Net income													$					38,076								$		41,009
Net (loss) income from discontinued operations																		(1,209)										683
Net income from continuing operations																		39,285										40,326
Adjustments to reconcile net income to net cash provided by    operating activities:
Depreciation and amortization																		19,567										17,774
Provision for deferred income taxes																	(51)											3,659
Equity in partnerships’ loss (income)																	554											(3,492)
Distributions from partnerships																	850											1,314
Unearned compensation, net of restricted stock forfeitures																	900											120
Other noncash adjustments																	248											927
Increase (decrease) in cash resulting from changes
in (net of acquisitions and dispositions):
Accounts receivable																	(31,294)											(49,601)
Inventories																	37,271											(59,676)
Other current assets																	1,436											1,067
Accounts payable and accrued expenses																	(5,616)											48,754
Other assets																	(3,997)											(1,246)
Net cash provided by (used in) continuing operations																	59,153											(74)
Net cash used in discontinued operations																	(1,402)											(687)
Net cash provided by (used in) operating activities																	57,751											(761)
Cash flows from investing activities
Acquisitions, net of cash acquired																	(27,582)											(64,985)
Purchases of property, plant and equipment																	(14,799)											(16,392)
Net proceeds from sale of property and equipment																	429											491
Net proceeds from sale of business																	42,594											-
Net cash provided by (used in) investing activities for      continuing operations																642											(80,886)
Net cash used in investing activities for discontinued operations																	(331)											(642)
Net cash provided by (used in) investing activities																	311											(81,528)
Cash flows from financing activities
Long-term debt reduction																	(182,720)											(27,506)
Proceeds from long-term debt																	125,589											85,418
Payment of dividends																	(4,453)											(2,734)
Net proceeds from issuance of common stock																	779											9,160
Net cash (used in) provided by financing activities																	(60,805)											64,338
Net decrease in cash and cash equivalents																	(2,743)											(17,951)
Cash and cash equivalents at beginning of year																	10,892											29,019
Cash and cash equivalents at end of period													$				8,149									$		11,068
GIBRALTAR INDUSTRIES, INC. Segment Information (unaudited) (in thousands)
	Three Months Ended September 30,
																					Increase (Decrease)
		2005							2004												$									%
		(unaudited)							(unaudited)
Net Sales
Processed metal products	$	106,333					$		110,987										$		(4,654)									(4.2%)
Building products		149,116							131,028												18,088									13.8%
Thermal processing		26,690							25,331												1,359									5.4%
Total Sales		282,139							267,346												14,793									5.5%
Income (loss)  from Continuing Operations
Processed metal products	$	4,758					$		12,504										$		(7,746)									(61.9%)
Building products		23,229							21,051												2,178									10.3%
Thermal processing		3,416							2,594												822									31.7%
Corporate		(6,326)							(8,348)												2,022									24.2%
Total Operating Income		25,077							27,801												(2,724)									(9.8%)
Operating Margin
Processed metal products		4.5%							11.3%
Building products		15.6%							16.1%
Thermal processing		12.8%							10.2%
	Nine Months Ended September 30,
																						Increase (Decrease)
		2005								2004												$									%
		(unaudited)								(unaudited)
Net Sales
Processed metal products	$	352,133						$		282,473										$		69,660									24.7%
Building products		410,942								361,304												49,638									13.7%
Thermal processing		81,033								77,268												3,765									4.9%
Total Sales		844,108								721,045												123,063									17.1%
Income (loss)  from Continuing Operations
Processed metal products	$	27,225						$		31,535										$		(4,310)									(13.7%)
Building products		55,930								51,181												4,749									9.3%
Thermal processing		11,021								10,816												205									1.9%
Corporate		(18,925)								(20,846)												1,921									9.2%
Total Operating Income		75,251								72,686												2,565									3.5%
Operating Margin
Processed metal products		7.7%								11.2%
Building products		13.6%								14.2%
Thermal processing		13.6%								14.0%

EX-99.2

Gibraltar

Third-Quarter 2005

Earnings Conference Call Script

October 27, 2005

Final

KEN

Thank you, Andrea.

We want to thank everyone for joining us on today’s call.

Before we begin, I want to remind you that this call may contain forward-looking statements about future financial results.  Our actual results may differ materially, as a result of factors over which Gibraltar has no control.  These factors are outlined in the news release we issued last night, and in our filings with the SEC.

If you did not receive the news release on our third-quarter results, you can get a copy on our Web site, at www.gibraltar1.com.

At this point, I’d like to turn the call over to Gibraltar’s Chairman and Chief Executive Officer, Brian Lipke.

Brian.

BRIAN

Good afternoon, everyone.  On behalf of Henning Kornbrekke, our President and COO; Dave Kay, our CFO; and Ken Houseknecht, our Vice President of Communications and Investor Relations, we want to thank you for joining us on the call today.

I’m going to give you a general overview of the quarter and talk a little about our four recent acquisitions. Dave Kay will discuss our financial results. And Henning will look at the company from an operating perspective. After that, we’ll open the call up to any questions you may have.

On our second-quarter conference call, we said that we would experience margin pressure in the third quarter, especially in our Processed Metal Products segment, as we brought our inventory costs and selling prices into better alignment.

As the third quarter came to an end, our margins began to stabilize as we worked through the higher-cost inventory that was on hand going into the quarter. We anticipate a continuing pattern of improving margins in the fourth quarter and beyond.

We also said that we would continue to reduce our inventories, which we have now driven down for seven months in a row, and which we reduced by $35 million in the third quarter and by $67 million over the last six months. We expect to make additional reductions during the fourth quarter, although our inventories are nearing our targeted levels.

As a result of our inventory-reduction efforts and solid earnings, we paid down approximately $20 million in debt during the third quarter, even after spending approximately $28 million on acquisitions.

As we’ve noted on each of our recent conference calls, Gibraltar is intensely focused on improving cash flow, which will allow us to fund more of our growth internally. Our ability to reduce our debt by approximately $65 million during the last six months is clear evidence that we are accomplishing this goal.

As we work to continue to strengthen the Company’s performance – generating higher and more consistent margins, cutting costs, improving our operating efficiency and cash flow, and producing higher returns on invested capital – we also continue to focus on growing Gibraltar through internal growth initiatives and acquisitions.

In the last six weeks, we announced the completion of four acquisitions that will make Gibraltar an even stronger company. They will further expand our product offerings and channels of distribution, diversify our customer base, extend our geographic reach, and move a greater share of our business into higher-margin areas.

Before I turn the call over to Henning and Dave, let me make a few comments about each of our recent acquisitions.

AMICO, which had 2004 sales of approximately $285 million, was our largest acquisition to date at a purchase price of approximately $240 million. It is consistent with Gibraltar’s strategy of operating in niche markets where we can be a market leader.

AMICO is the clear leader in each of its three major product categories – metal bar grating, expanded metal, and metal lath – which comprise more than 75% of its sales. It also has strong positions in a number of other categories as well. Because AMICO is the leader in a number of fragmented and expanding markets, it is well positioned for continued growth, and we expect the business to grow organically at roughly two times GDP. You can learn more about AMICO’s products at the Gibraltar Web site.

AMICO’s gross and operating margins are in line with – or above – Gibraltar’s longstanding targets, and there are good opportunities for synergistic margin improvements, both through purchasing and operations.

An example of possible synergies would be most evident in purchasing. The acquisition of AMICO moves our annual steel purchases towards 1 million tons, which would represent approximately 2% of total U.S. flat-rolled steel production, making Gibraltar a more important customer to our suppliers.  

There is also very little customer overlap between AMICO and Gibraltar’s existing building products operations. This not only expands our opportunities, it also spreads our risks. Approximately 2/3 of AMICO’s sales go to the commercial and industrial building products markets, areas where we had very little participation before this acquisition. With AMICO adding approximately 8,000 new customers to Gibraltar’s base, there are numerous opportunities for cross selling.

Importantly, we were able to acquire AMICO near the lower end of our historic acquisition valuation range – which is 4 to 7 times trailing EBITDA, before operating synergies.

In mid September, we acquired the Gutter Helmet product line, which last year had sales of approximately $16 million. Gutter Helmet broadens our range of rain-carrying products and accessories and gives us a leadership position in this market. This is a product category where we see significant growth opportunities.

Later in September, we purchased a facility that manufactures copper powder in Suzhou, China for sale to Chinese customers. This is an extension and a strategic complement to the U.S.-based SCM operations, which we acquired last year. Now that we have this on-the-ground presence in the center of the rapidly growing Chinese industrial market, we are better positioned to serve current and potential customers in all three of our business segments.

And earlier this month, we announced the acquisition of American Wilcon Plastics, a manufacturer of plastic-injection molded products for two Gibraltar companies and a number of other customers. American Wilcon strengthens our capabilities in this manufacturing area, gives us the ability to consolidate these activities, make process improvements, improves our efficiency and output, and lowers our costs.

These four acquisitions – together with our existing operations – give us annualized sales approaching $1.5 billion, moving us much closer to our goal of $2 billion in annual sales by 2009, or sooner. More importantly, these acquisitions enhance our ability to produce steady and sustainable improvements in our margins, cash flow, and profitability.

At this point, I’ll turn the call over to Dave and Henning, who will provide a more detailed review of our third-quarter results, and give you a better sense of our outlook for the rest of the year.

Dave.

DAVE

Thanks, Brian.

Sales from continuing operations were $282 million in the third quarter, and increased by approximately 5% from a year ago. In the first nine months of 2005, sales were $844 million, an increase of approximately 17% when compared to the first nine months of 2004.

Net income from continuing operations in the third quarter amounted to $12.7 million, compared to $15.8 million in the third quarter of 2004. During the first nine months of 2005, net income from continuing operations was $39.3 million, compared to $40.3 million in the first nine months of 2004.

Earnings per share from continuing operations in the third quarter of 2005 amounted to $.43 a share, compared to $.53 in the third quarter of last year. This is the midpoint of the range of $.40 to $.45 we provided during our last conference call.

During the first nine months of 2005, earnings from continuing operations were $1.32 per share, compared to $1.37 in the first nine months of 2004.

Selling, general, and administrative expenses amounted to $28.9 million, or 10.3% of sales, during the quarter, compared to $31.6 million, or 11.8% of sales, in the third quarter of last year.

Our equity partnerships generated a loss of $820,000 during the quarter, compared to a $1.8 million profit in the third quarter of last year.  This decrease results primarily from the operations at the Duferco Farrell joint venture, which continued to be negatively impacted by the steel pricing situation and a very competitive market place.

Interest expense during the quarter declined to $3.4 million from $3.5 million in the third quarter of 2004. This resulted primarily from lower overall borrowing levels, partially offset by higher interest rates.

Our net return on sales was 4.5% for the quarter, compared to 5.9% in the third quarter of 2004.

From a cash flow perspective, we generated EBITDA of $30.5 million during the third quarter and nearly $95 million year to date.

As Brian mentioned, we further reduced our inventories by $35 million during the quarter. On a consolidated basis, we turned our inventories at 5.2 times, the same as in the third quarter of 2004.

Average days sales outstanding in receivables were 52 in the quarter, down slightly from 53 days a year ago.

During the quarter, we spent approximately $27.5 million dollars on acquisitions, the largest of which was Gutter Helmet.

Capital spending came in at $4.4 million for the quarter, and year-to-date capital spending amounted to $14.8 million.  In total, we expect to spend somewhere in a range of $20 to $23 million in capital spending during 2005. Approximately $1.5 million in dividends were also paid out during the quarter.  

We were able to reduce our debt under our revolving credit agreement by $19.7 million, bringing our total debt repayments for the year to approximately $57 million. At September 30^th, our long-term debt-to-total-capital ratio stood at approximately 32%.

As previously mentioned, we closed on the AMICO acquisition on October 3^rd. With a purchase price of $240 million, it is the largest single acquisition in Gibraltar’s history.

As we discussed on the conference call we held last month to announce the AMICO transaction, this acquisition, because of its size, complexity, and financing requirements, required us to prepay approximately $115 million of Senior Secured Private Placement notes.  The make-whole and early-redemption penalties on these repayments amounted to approximately $6.8 million gross, $4.1 million net of tax, or around 14 cents a share.  These charges will be reflected in our fourth-quarter results.

We also repaid approximately $26 million of seller-financing debt from a previous acquisition. There were no pre-payment or make-whole penalties in connection with this repayment.

Funds to close on the AMICO transaction and make the debt repayments were provided from a $300-million temporary credit facility provided by a consortium of banks and borrowings under our revolving credit facility.  As part of these new borrowing arrangements, we upsized the limits of our revolving credit facility during September from $250 million to $300 million.

We are now preparing to replace these temporary financing measures with a more permanent, long-term structure. We anticipate deciding on an appropriate structure within the next several weeks and are currently targeting having a new structure in place before the end of the year.

Our goal is to put a structure in place that is more appropriate to our larger size, but one that will still provide us with the flexibility we need to take the business forward, pursuing not only internal, but external growth opportunities.

Now I will turn the call over to Henning for a more detailed analysis of operations.

HENNING

Thanks, Dave.

As Dave mentioned, our net sales from continuing operations were $282 million in the third quarter, up 5.5% from a year ago.

Our gross margin of 19.1% was down by approximately 3.1 percentage points from the third quarter of 2004, a result of the phasing of higher material cost, primarily steel inventory in our Processed Metals Group.  Our operating margin of 8.9% decreased by only 1.5 percentage points from the third quarter of 2004, driven by the lower gross margins, partially offset by lower SG&A costs.

Looking at the results in our three segments, Building Products had a net sales increase from continuing operations of 13.8% to $149 million.  The growth was the result of continued strong market demand, coupled with the leverage created by our leading market share position. Gross margins were 25.7%, in line with our expectations but down 1.9 percentage points from the year-ago quarter driven by  higher material costs, particularly steel, aluminum, and plastic. The operating margin was 15.6%, down only ½ a percentage point from 16.1% in the third quarter of 2004, a function of the lower gross margin offset by increased SG&A efficiencies.

Our Processed Metal Products segment’s sales were $106 million, down 4.2% from a year ago,   primarily a result of lower industry market prices, but demand on a unit volume basis remained strong and in line with our expectations. Our gross margin was 9.1%, down from 16.4% in the previous year, and the operating margin was 4.5%, down from 11.3% in the third quarter of 2004, a result of falling selling prices coupled with higher-cost steel inventory. Current inventory costs are becoming synchronized to normalized margin levels. Margin compression was most notable in the service center business component, with moderation in other Processed Metals businesses.

Our Thermal Processing segment had sales of $27 million, an increase of 5.4% compared to the third quarter of 2004.  Gross margins at 21.2% were flat with the third quarter of 2004, despite rising energy costs. Operating margins were 12.8% in the third quarter of 2005, up 2.6 percentage points from 10.2% in the third quarter of 2004. The increase in operating margins was due to mix and improved SG&A efficiencies.

At this point, let me provide some commentary on our outlook for the balance of the year.

The fourth quarter is historically the slowest period for Gibraltar, a result of holidays and plant shutdowns in the automotive industry and seasonal slowing in the building industry. We expect our sales and earnings this year will follow previous fourth-quarter trends.

As we’ve discussed, steel cost volatility and competitive pricing pressures in our Processed Metal Products business, coupled with rising energy costs and its impact on our Thermal Processing operations, pose fourth-quarter challenges.

However, the continuing strength of our business portfolio, particularly our building products business, and ongoing productivity improvements in all our businesses provide the ingredients for continued growth and profitability.

In light of all of these considerations, we expect our fourth-quarter EPS from continuing operations before any non-recurring charges, will be in the range of $.30 to $.35, compared to $.32 in the fourth quarter of 2004, barring a significant change in business conditions.

Looking ahead to next year and beyond, Gibraltar will continue to benefit from its unique market position and leadership. The company will continue its focus on continuous improvement and organic growth.

In addition, as Brian mentioned earlier, we added four acquisitions in 2005, broadening our market participation and strengthening our total operations, which bolsters our ability to provide consistent performance, as we have over the last 12 years in spite of economic and material pricing volatility.

At this point, I’ll turn the call back over to Brian.

BRIAN

Thanks, Henning.

Before we open the call to any questions that you have, let me make a few closing comments.

We have profitably grown the business – both organically and through 26 acquisitions – by an average of 19% per year over the past decade. We have diversified and strengthened our operations, which has enabled us to deliver more consistent and improving margins since our Initial Public Offering in 1993.

In spite of record volatility in the price of steel, near-record energy costs, and weather-related disruptions to parts of our business, Gibraltar delivered another solid performance in the third quarter, another example of how our strategy is moving us away from our past as a commodity steel processor and towards being a value-added diversified manufacturer.

With our four most recent acquisitions – and the steps we are taking to improve the performance of all of our existing operations – we continue to position the company for even stronger results in 2006 and beyond.

We will enter 2006 as a much larger, much stronger company, better positioned to generate a consistent pattern of sales, earnings, and cash flow growth.

That covers our prepared comments for today. At this point, we’ll open the call for any questions that any of you may have.

Q & A Session

Thank you for joining us this afternoon, and for your continuing interest in Gibraltar.

We look forward to talking with you again in three months, and updating you on our continued progress.

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