UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:     March 31, 2003
                                    --------------

Commission File Number:    00-19800
                           --------

                         GIBRALTAR PACKAGING GROUP, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                 47-0496290
(State of incorporation)                 (I.R.S. Employer Identification Number)

2000 SUMMIT AVENUE
HASTINGS, NEBRASKA                       68901
(Address of principal executive offices) (Zip Code)

(402) 463-1366                           www.gibraltarpackaginggroup.com
(Registrant's telephone number,          (Registrant's website)
including area code)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. |X| Yes |_| No

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). |_|Yes |X| No

     As of March 31, 2003, there were 5,041,544 shares of the Company's common
stock, par value $0.01 per share, issued and outstanding.

<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                                      INDEX


                                                                     Page Number
                                                                     -----------
PART I.  FINANCIAL INFORMATION
-------  ---------------------
Item 1.  Financial Statements

         Consolidated Balance Sheets                                        1
           As of March 31, 2003 (Unaudited) and June 29, 2002

         Consolidated Statements of Operations (Unaudited) for              2
           the Three and Nine Months Ended March 31, 2003 and 2002

         Consolidated Statements of Cash Flows (Unaudited) for the          3
           Nine Months Ended March 31, 2003 and 2002

         Notes to Consolidated Financial Statements (Unaudited)             4

Item 2.  Management's Discussion and Analysis of Financial                  8
           Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        16

Item 4.  Controls and Procedures                                           16


PART II. OTHER INFORMATION
-------- -----------------

Item 1.  Legal Proceedings                                                 18

Item 4.  Submission of Matters to a Vote of Security Holders               18

Item 6.  Exhibits and Reports on Form 8-K                                  18

         Signature                                                         19

         Certifications Pursuant to 17 CFR Section 240.13a-14              20

<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS EXCEPT SHARE DATA)

                                                         March 31,    June 29,
                                                           2003         2002
                                                         --------     --------
ASSETS                                                 (Unaudited)
CURRENT ASSETS:
   Cash                                                  $    126     $     45
   Accounts receivable (NET OF ALLOWANCE FOR
    DOUBTFUL ACCOUNTS OF $308 AND $521, RESPECTIVELY)       5,126        5,432
Inventories                                                 7,571        7,317
Deferred income taxes                                         703          703
Prepaid and other current assets                              706          423
                                                         --------     --------
      Total current assets                                 14,232       13,920
PROPERTY, PLANT AND EQUIPMENT - NET                        15,370       15,687
GOODWILL                                                    4,112        4,112
OTHER ASSETS (NET OF ACCUMULATED AMORTIZATION
 OF $180 AND $83, RESPECTIVELY)                               839          825
                                                         --------     --------
TOTAL                                                    $ 34,553     $ 34,544
                                                         ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Checks not yet presented                              $    293     $    718
   Current portion of long-term debt                        2,069        3,349
   Accounts payable                                         3,144        4,036
   Accrued expenses                                         2,945        3,254
                                                         --------     --------
      Total current liabilities                             8,451       11,357
LONG-TERM DEBT - Net of current portion                    14,595       14,917
DEFERRED INCOME TAXES                                       2,134          932
OTHER LONG-TERM LIABILITIES                                   429          430
                                                         --------     --------
      Total liabilities                                    25,609       27,636
                                                         --------     --------
STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value;
    1,000,000 shares authorized; none issued                   --           --
   Common stock, $.01 par value;
    10,000,000 shares authorized;
    5,041,544 issued and outstanding                           50           50
   Additional paid-in capital                              28,162       28,162
   Accumulated deficit                                    (19,268)     (21,304)
                                                         --------     --------
      Total stockholders' equity                            8,944        6,908
                                                         --------     --------
TOTAL                                                    $ 34,553     $ 34,544
                                                         ========     ========

See notes to unaudited consolidated financial statements.

                                       1
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (Unaudited)
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                     Three Months Ended               Nine Months Ended
                                                          March 31,                       March 31,
                                                 --------------------------      --------------------------
                                                    2003            2002            2003            2002
                                                 ----------      ----------      ----------      ----------
<S>                                              <C>             <C>             <C>             <C>
NET SALES                                        $   16,694      $   16,139      $   51,398      $   46,820
COST OF GOODS SOLD                                   13,481          13,044          41,290          37,763
                                                 ----------      ----------      ----------      ----------
GROSS PROFIT                                          3,213           3,095          10,108           9,057
                                                 ----------      ----------      ----------      ----------
OPERATING EXPENSES:
  Selling, general and administrative                 1,969           1,937           5,898           5,719
  Amortization of goodwill                               --              35              --             102
                                                 ----------      ----------      ----------      ----------
  Total operating expenses                            1,969           1,972           5,898           5,821
                                                 ----------      ----------      ----------      ----------
INCOME FROM OPERATIONS                                1,244           1,123           4,210           3,236

OTHER EXPENSE:
  Interest expense                                      234             280             757           1,321
  Other expense - net                                    25              21              59              49
                                                 ----------      ----------      ----------      ----------
  Total other expense                                   259             301             816           1,370
                                                 ----------      ----------      ----------      ----------
INCOME BEFORE INCOME TAXES                              985             822           3,394           1,866

INCOME TAX PROVISION                                    394             343           1,358             787
                                                 ----------      ----------      ----------      ----------
NET INCOME                                       $      591      $      479      $    2,036      $    1,079
                                                 ==========      ==========      ==========      ==========
BASIC AND DILUTED PER COMMON SHARE AMOUNTS:
 Net Income                                      $     0.12      $     0.10      $     0.40      $     0.21
                                                 ==========      ==========      ==========      ==========
WEIGHTED AVERAGE SHARES OUTSTANDING:
 (basic and diluted)                              5,041,544       5,041,544       5,041,544       5,041,544
                                                 ==========      ==========      ==========      ==========
</TABLE>

See notes to unaudited consolidated financial statements.


                                       2
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                     March 31,
                                                               ---------------------
                                                                 2003         2002
                                                               --------     --------
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                   $  2,036     $  1,079
  Adjustments to reconcile net income to
  net cash flows from operating activities:
   Depreciation and amortization                                  1,467        1,575
   Provision for losses on accounts receivable                       10          169
   Loss on sale of property, plant and equipment                     88            2
   Write-off of refinancing costs                                    --          156
   Deferred income taxes                                          1,202          761
   Changes in operating assets and liabilities:
       Accounts receivable                                          296          559
       Inventories                                                 (254)         (33)
       Prepaid expenses and other assets                           (297)         436
       Accounts payable                                          (1,317)      (1,681)
       Accrued expenses and other liabilities                      (310)         198
                                                               --------     --------
   Net Cash Flows from Operating Activities                       2,921        3,221
                                                               --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property, plant and equipment                33           11
  Purchases of property, plant and equipment                     (1,271)        (564)
                                                               --------     --------

   Net Cash Flows from Investing Activities                      (1,238)        (553)
                                                               --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (payments) under revolving credit facility       1,177       (2,643)
  Principal repayments of long-term debt                         (2,737)     (15,290)
  Repayments under capital leases                                   (42)         (14)
  Proceeds from refinancing                                          --       15,553
  Refinancing costs                                                  --         (325)
                                                               --------     --------

Net Cash Flows from Financing Activities                         (1,602)      (2,719)
                                                               --------     --------

NET INCREASE (DECREASE) IN CASH                                      81          (51)

CASH AT BEGINNING OF PERIOD                                          45          144
                                                               --------     --------

CASH AT END OF PERIOD                                          $    126     $     93
                                                               ========     ========
</TABLE>

See notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


A.       GENERAL

         The accompanying unaudited consolidated financial statements of
         Gibraltar Packaging Group, Inc. ("Gibraltar" or the "Company") have
         been prepared in accordance with Rule 10-01 of Regulation S-X for
         interim financial statements required to be filed with the Securities
         and Exchange Commission and do not include all information and
         footnotes required by accounting principles generally accepted in the
         United States of America for complete financial statements. However, in
         the opinion of management, the accompanying unaudited consolidated
         financial statements contain all adjustments, consisting only of normal
         recurring adjustments, necessary to present fairly the financial
         position of the Company as of March 31, 2003, and the results of its
         operations and cash flows for the periods presented herein. Results of
         operations for the three and nine months ended March 31, 2003 are not
         necessarily indicative of the results to be expected for the full
         fiscal year. The financial statements should be read in conjunction
         with the audited financial statements for the year ended June 29, 2002
         and the notes thereto contained in the Company's Annual Report on Form
         10-K.

B.       INVENTORIES

         Inventories consisted of the following (IN THOUSANDS):

                                             March 31,           June 29,
                                               2003                2002
                                             ---------          ---------
         Finished goods                      $   5,172          $   4,665
         Work in process                         1,200                935
         Raw materials                             865              1,414
         Manufacturing supplies                    334                303
                                             ---------          ---------
                                             $   7,571          $   7,317
                                             =========          =========

C.       STOCK-BASED COMPENSATION

         The Company accounts for its employees stock-based compensation plans
         under the recognition and measurement principles of APB Opinion No. 25,
         ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related interpretations.
         The following table illustrates the effect on net income and earnings
         per share if the Company had applied the fair value recognition
         provisions of FASB Statement No. 123, ACCOUNTING FOR STOCK-BASED
         COMPENSATION, to stock-based employee compensation.


                                       4
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended     Nine Months Ended
                                                          March 31,              March 31,
                                                    -------------------    -------------------
                                                      2003        2002       2003        2002
                                                    -------     -------    -------     -------
<S>                                                 <C>         <C>        <C>         <C>
         Reported net income per APB 25             $   591     $   479    $ 2,036     $ 1,079
         Add back: Stock-based employee
         compensation expense included in
         reported net income, net of tax                 32          --         41          --
         Deduct:  Total stock-based employee
         compensation expense determined under
         fair value based method for all awards,
         net of related tax effects                     (32)         --        (41)         --
                                                    -------     -------    -------     -------
         Pro forma net income per FASB 123          $   591     $   479    $ 2,036     $ 1,079
                                                    =======     =======    =======     =======
         Earnings per share:
         As reported                                $  0.12     $  0.10    $  0.40     $  0.21
                                                    =======     =======    =======     =======
         Pro forma                                  $  0.12     $  0.10    $  0.40     $  0.21
                                                    =======     =======    =======     =======
</TABLE>

         Pre-tax stock-based employee compensation expense related to the 1998
         Stock Appreciation Rights Plan of $53,000 and $68,000 for the third
         quarter and nine months ended March 31, 2003, respectively, is
         reflected in net income for fiscal 2003. The expense reported in net
         income under APB Opinion No. 25 is the same as under FASB Statement No.
         123. In accordance with APB Opinion No. 25, there is no stock-based
         employee compensation cost associated with any option plan, as all
         options granted under those plans had an exercise price equal to the
         market value of the underlying common stock on the date of the grant.
         Additionally, all outstanding options became fully vested prior to the
         periods presented.

D.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         On June 30, 2002, the Company adopted SFAS No. 142, GOODWILL AND OTHER
         INTANGIBLE ASSETS, which establishes the accounting for acquired
         goodwill and other intangible assets, and provides that goodwill and
         indefinite-lived intangible assets will not be amortized, but will be
         tested for impairment on an annual basis. The Company's related
         amortization consists solely of goodwill amortization, which has no
         income tax effect. Following is a reconciliation of net income as
         originally reported for the three and nine month periods ended March
         31, 2003 and 2002, to adjusted net income (IN THOUSANDS):

                                 Three Months Ended   Nine Months Ended
                                      March 31,           March 31,
                                  ----------------    ----------------
                                   2003      2002      2003      2002
                                  ------    ------    ------    ------

         Reported net income      $  591    $  479    $2,036    $1,079
         Goodwill amortization        --        35        --       102
                                  ------    ------    ------    ------
         Adjusted net income      $  591    $  514    $2,036    $1,181
                                  ======    ======    ======    ======

                                       5
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


         In accordance with SFAS No. 142, the Company has completed its
         transitional goodwill impairment test using a discounted cash flow
         methodology as of June 30, 2002. No impairment charges resulted from
         the transitional impairment test.

         During the first quarter of fiscal 2003, the Company adopted SFAS No.
         143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS. This standard
         addresses financial accounting and reporting for obligations related to
         the retirement of tangible long-lived assets and the related asset
         retirement costs. The adoption of this standard did not have a material
         impact on the Company's financial position or results of operations.

         During the first quarter of fiscal 2003, the Company adopted SFAS No.
         144, ACCOUNTING FOR IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. The
         standard addresses financial accounting and reporting for the
         impairment or disposal of long-lived assets. The adoption of this
         standard did not have a material impact on the Company's financial
         position or results of operations.

         During the first quarter of fiscal 2003, the Company adopted SFAS No.
         145, RESCISSION OF FASB STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB
         STATEMENT NO. 13, AND TECHNICAL CORRECTIONS. This standard concludes
         that debt extinguishments used as part of a company's risk management
         strategy should not be classified as an extraordinary item. SFAS No.
         145 also requires sale-leaseback accounting for certain lease
         modifications that have economic effects that are similar to
         sale-leaseback transactions. As a result of adopting this standard, the
         Company reclassified $260,000 of unamortized finance costs related to a
         December 2001 refinancing from an extraordinary loss to interest
         expense to conform with fiscal 2003 presentation requirements.

         In June 2002, the FASB issued SFAS No. 146, ACCOUNTING FOR COSTS
         ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. SFAS No. 146 requires that
         a liability for a cost associated with an exit or disposal activity is
         recognized at fair value when the liability is incurred and is
         effective for exit or disposal activities that are initiated after
         December 31, 2002. The Company does not expect its adoption of this
         standard in fiscal 2003 to have a significant impact on its financial
         statements.

         In November 2002, the FASB issued Interpretation No. 45, GUARANTOR'S
         ACCOUNTING AND DISCLOSURES REQUIREMENTS FOR GUARANTEES, INCLUDING
         GUARANTEES OF INDEBTEDNESS OF OTHERS (FIN 45). FIN 45 is effective for
         guarantees issued or modified after December 31, 2002. The disclosure
         requirements of this interpretation are effective for financial
         statements of interim or annual periods ending after December 15, 2002.
         FIN 45 expands the disclosures required by a guarantor about its
         obligations under the guarantee. The adoption of this interpretation
         did not have a material impact on the Company's financial position or
         results of operations.

         In December 2002, the FASB issued SFAS No. 148, ACCOUNTING FOR
         STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE. SFAS No. 148
         provides alternative methods of transition for voluntary changes to the
         fair value based method of accounting for stock-based compensation, and
         amends the disclosure requirements including a requirement for interim
         disclosures. The Company currently

                                       6
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


         discloses the effects of stock-based employee compensation and does not
         intend to voluntarily change to the alternative accounting principle.

         In January 2003, the FASB issued Interpretation No. 46, CONSOLIDATION
         OF VARIABLE INTEREST ENTITIES (FIN 46). FIN 46 requires a variable
         interest entity to be consolidated by a company if that company is
         subject to a majority of the risk of loss from the variable interest
         entity's activities or entitled to receive a majority of the entity's
         residual returns or both. FIN 46 also requires disclosures about
         variable interest entities that a company is not required to
         consolidate but in which it has a significant variable interest. The
         consolidation requirements of FIN 46 apply immediately to variable
         interest entities created after January 31, 2003. The consolidation
         requirements apply to existing entities in the first fiscal year or
         interim period beginning after June 15, 2003. The adoption of this
         interpretation did not have a material impact on the Company's
         financial position or results of operations.

E.       LONG-TERM DEBT

         The Company's credit facility provides for an excess cash flow payment
         to be applied against the Special Advance Loan after each fiscal
         year-end until it is repaid. The $1.1 million excess cash flow payment
         for fiscal 2002 was paid out of unused borrowing capacity in October
         2002. At March 31, 2003, the Company had available to it unused
         borrowing capacity of $3.5 million.

F.       RECLASSIFICATION

         Certain amounts in the fiscal 2002 financial statements have been
         reclassified to conform with the fiscal 2003 presentation.





                                       7
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         RECENT EVENTS

         Over the last couple of years, the packaging industry has experienced a
         downturn, and due to the resulting excess capacity within the industry,
         competition for customers has escalated. The Company has not been
         immune to the effects of this trend, and in recent months has lost two
         customers who are expected to account for approximately $8.5 million in
         business this year. One of these customers is expected to represent $5
         million of the Company's increase in annual net sales over the previous
         year. If the Company's efforts to replace this business fall
         substantially short, results of operations would be materially
         impacted.

         However, the Company is responding to these recent trends by making a
         strong push for new business in growth industries, by controlling costs
         and by improving efficiencies. For example, recent and planned
         acquisitions of new equipment will play an integral part in the Company
         achieving these objectives, and will also help Gibraltar to compete in
         new growth markets.

         RESULTS OF OPERATIONS

         Three Months Ended March 31, 2003 Compared to
         Three Months Ended March 31, 2002
         ---------------------------------

         In the third quarter of fiscal 2003, the Company had net sales of $16.7
         million compared with $16.1 million in the corresponding period of
         fiscal 2002, an increase of $0.6 million or 3.4%. This increase is
         attributable to additional business from new and existing customers,
         partially offset by a reduction in some existing accounts due to soft
         economic conditions and increased competition.

         Gross profit for the third quarter of fiscal 2003 remained steady at
         19.2% of net sales compared to the corresponding period of fiscal 2002.

         Income from operations for the third quarter of fiscal 2003 was $1.2
         million compared with $1.1 million in the corresponding period of
         fiscal 2002, an increase of $0.1 million or 10.8%. This increase was
         primarily a result of the increase in net sales, with selling, general,
         and administrative expenses remaining relatively flat. In addition,
         with the adoption of SFAS No. 142, GOODWILL AND OTHER INTANGIBLE
         ASSETS, the Company stopped amortizing goodwill in the first quarter of
         fiscal 2003.

         Total interest expense decreased $0.1 million or 16.4% to $0.2 million
         in the third quarter of fiscal 2003 from $0.3 million in the
         corresponding period of fiscal 2002. The decrease is the result of $3.0
         million in lower average borrowings and a reduction in average interest
         rates to 4.7% from 5.0%.

         The income tax provision as a percentage of pre-tax income for the
         third quarter of fiscal 2003 was 40.0%, compared with an income tax
         provision of 41.7% for the corresponding period in fiscal 2002. Prior
         to the adoption of SFAS No. 142 in the first quarter of fiscal 2003,
         the effective tax rate typically differed from the statutory rate
         primarily as a result of non-deductible amortization of goodwill.

                                       8
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         Net income for the third quarter of fiscal 2003 was $0.6 million or
         $0.12 per share, compared to $0.5 million or $0.10 per share in the
         third quarter of fiscal 2002.

         Nine Months Ended March 31, 2003 Compared to
         Nine Months Ended March 31, 2002
         --------------------------------

         In the first nine months of fiscal 2003, the Company had net sales of
         $51.4 million compared with $46.8 million in the corresponding period
         of fiscal 2002, an increase of $4.6 million or 9.8%. This increase is
         attributable to additional business from new and existing customers,
         partially offset by a reduction in some existing accounts due to soft
         economic conditions and increased competition.

         Gross profit for the first nine months of fiscal 2003 increased to
         19.7% of net sales from 19.3% in the corresponding period of fiscal
         2002. The Company was able to leverage its existing cost structure by
         increasing volume while maintaining relatively stable costs. This
         overall improvement was partially offset by a change in the customer
         mix, resulting in lower margins from some customers.

         Income from operations for the first nine months of fiscal 2003 was
         $4.2 million compared with $3.2 million in the corresponding period of
         fiscal 2002, an increase of $1.0 million or 30.1%. This increase was
         primarily a result of the increase in net sales, with selling, general,
         and administrative expenses remaining relatively stable. In addition,
         with the adoption of SFAS No. 142, GOODWILL AND OTHER INTANGIBLE
         ASSETS, the Company stopped amortizing goodwill in the first quarter of
         fiscal 2003.

         Total interest expense decreased $0.6 million or 42.7% to $0.8 million
         in the first nine months of fiscal 2003 from $1.3 million in the
         corresponding period of fiscal 2002. In December 2001, the Company
         refinanced its credit facility with LaSalle Business Credit, Inc.
         ("LaSalle"). As part of this refinancing, the Company recorded an
         extraordinary loss of $260,000 or $0.06 per share ($156,000 after tax
         loss or $0.03 per share) in fiscal 2002 reflecting the write-off of
         unamortized finance costs relating to the previous credit facility.
         However, with the adoption of SFAS No. 145, the $260,000 extraordinary
         loss has been reclassified as interest expense to conform with the
         fiscal 2003 presentation requirements. Excluding the effect of this
         change in presentation, the decrease of $0.3 million is the result of
         $2.1 million in lower average borrowings and a reduction in average
         interest rates to 7.1% from 8.9%.

         The income tax provision as a percentage of pre-tax income for the
         first nine months of fiscal 2003 was 40.0%, compared with an income tax
         provision of 42.2% for the corresponding period in fiscal 2002. Prior
         to the adoption of SFAS No. 142 in the first quarter of fiscal 2003,
         the effective tax rate typically differed from the statutory rate
         primarily as a result of non-deductible amortization of goodwill.

         Net income for the first nine months of fiscal 2003 was $2.0 million or
         $0.40 per share, compared to $1.1 million or $0.21 per share in the
         corresponding period of fiscal 2002.

                                       9
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         LIQUIDITY AND FINANCIAL CONDITION

         Historically, the Company's liquidity requirements have been met by a
         combination of funds provided by operations and its revolving credit
         agreements. At March 31, 2003, the Company's current assets exceeded
         its current liabilities by $5.8 million, as compared to $2.6 million at
         June 29, 2002. This increase is primarily the result of renegotiated
         payable terms with specific vendors to achieve vendor discounts and a
         one-time excess cash flow recapture payment from the previous fiscal
         year. Funds provided by operations during the nine months ended March
         31, 2003 were $2.9 million compared with funds provided of $3.2 million
         in the corresponding period of fiscal 2002. The Company also had
         available to it unused borrowing capacity of $3.5 million as of March
         31, 2003.

         During the nine months ended March 31, 2003, capital expenditures
         totaled $1.3 million compared with $0.6 million in the corresponding
         period of fiscal 2002. The Company makes capital improvements to
         increase efficiency and product quality, and periodically upgrades its
         equipment by purchasing or leasing new or previously used equipment.

         The Company's current strategy is to continue to focus its efforts on
         its core business of folding cartons, as well as the supporting product
         lines of flexible, litho-laminated, and corrugated products. The
         Company intends to expand these product lines by utilizing the maximum
         capacity at each facility, while continually identifying, researching,
         and, when applicable, implementing new technologies and equipment that
         will enable the Company to continue to improve performance,
         productivity, and profitability. As part of this process, the Company
         has added, and has made commitments on, new equipment that adds
         capacity and lowers production costs, as well as enables the Company to
         enter into new markets.

         Under the current strategy, management believes that future funds
         generated by operations and borrowings available under its credit
         facility with LaSalle will be sufficient to meet working capital and
         capital expenditure requirements in the near term.

         On December 20, 2001, the Company entered into a three-year renewable
         credit facility with LaSalle. This facility provides for an $11.6
         million Term Loan, a $4.0 million Special Advance Loan, and a $12.0
         million working capital revolving line-of-credit ("Revolver"). The Term
         Loan and Special Advance Loan combined are to be repaid over seven
         years, but are callable after three years. The Special Advance Loan,
         which was repaid in April 2003, required monthly principal payments of
         $185,155 plus interest. Additionally, the credit facility provides for
         an excess cash flow payment to be applied against the Special Advance
         Loan after each fiscal year-end until it is repaid. The $1.1 million
         excess cash flow payment for fiscal 2002 was paid out of unused
         borrowing capacity in October 2002. Until the Special Advance Loan was
         repaid, only monthly interest payments were applied against the Term
         Loan. After repayment of the Special Advance Loan, monthly principal
         payments of $169,897 plus interest will be applied against the Term
         Loan. The credit facility is secured by a first priority perfected
         security interest in and lien on all assets (real and personal,
         tangible and intangible) of the Company, excluding its Burlington,
         North Carolina property. The initial proceeds of the new facility were
         used to repay the outstanding indebtedness under the Company's previous
         credit facility with First Source Financial LLP.

                                       10
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         The Revolver provides for a revolving line of credit under a borrowing
         base commitment subject to certain loan availability requirements. Loan
         availability under the Revolver may not exceed the lesser of: (1) $12.0
         million; or (2) the sum of (a) 85% of the Company's eligible accounts
         receivable plus (b) a percentage of the Company's eligible inventory
         which ranges from 35% to 70%. At no time may the sum of aggregated loan
         advances outstanding under the Revolver plus the aggregate amount of
         extended letter of credit guarantees exceed loan availability.

         The Revolver bears interest at LaSalle's prime rate plus 0.50% or the
         London Interbank Offered Rate ("LIBOR") plus 2.75%. The Term Loan bears
         interest at LaSalle's prime rate plus 0.75% or LIBOR plus 3.00%. The
         Special Advance Loan bears interest at LaSalle's prime rate plus 1.00%
         or LIBOR plus 3.25%. The Company also pays a commitment fee of 0.50% on
         the unused portion of the Revolver. The interest rates at March 31,
         2003 were a combination of prime and LIBOR. LaSalle's prime and LIBOR
         rates for the Revolver and Special Advance Loan were 4.25% and 1.33%,
         respectively, at March 31, 2003. LaSalle's prime and LIBOR rates for
         the Term Loan were 4.25% and 1.68%, respectively, at March 31, 2003.

         As of March 31, 2003, all outstanding letters of credit were guaranteed
         by LaSalle. The Company pays an annual letter of credit fee of 2.00% on
         the outstanding balance to guarantee availability under the Revolver.
         Outstanding letters of credit at March 31, 2003 amounted to $147,500
         and related to workman's compensation insurance policies.

         The LaSalle credit facility contains certain restrictive covenants
         including financial covenants related to net worth, debt service
         coverage, interest coverage and capital expenditures. As of March 31,
         2003, the Company was in compliance with all financial covenants. In
         addition, the Company's credit facility restricts the ability of the
         Company to pay dividends.

         CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

         The Company has contractual obligations and commercial commitments that
         may affect its financial condition. Based on management's assessment of
         the underlying provisions and circumstances of the material contractual
         obligations and commercial commitments of the Company, including
         material off-balance sheet and structured finance arrangements, there
         is no known trend, demand, commitment, event or uncertainty that is
         reasonably likely to occur which would have a material effect on the
         Company's financial condition or results of operations. The following
         tables identify material obligations and commitments as of March 31,
         2003:


                                       11
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------------------
                                                                               PAYMENTS DUE BY PERIOD
                                                          -----------------------------------------------------------------
         CONTRACTUAL CASH OBLIGATIONS                                                                              AFTER 5
         (THOUSANDS OF DOLLARS)                   TOTAL     1 YEAR    2 YEARS   3 YEARS    4 YEARS    5 YEARS       YEARS
         ------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>        <C>        <C>       <C>        <C>        <C>
         Term Loan                            $   11,553  $   1,869  $   9,684  $      -  $       -  $       -  $        -
         Special Advance Loan                        152        152          -         -          -          -           -
         Revolving Line-of-Credit(a)               4,759          -      4,759         -          -          -           -
         Purchase commitments(b)                     929        929          -         -          -          -           -
         Capital lease obligations                   200         49         46        50         55          -           -
         Operating leases                          3,223      1,214        918       476        322        249          44
         ------------------------------------------------------------------------------------------------------------------
         Total contractual cash obligations   $   20,816  $   4,213  $  15,407  $    526  $     377  $     249  $       44
         ------------------------------------------------------------------------------------------------------------------

<CAPTION>

         ------------------------------------------------------------------------------------------------------------------
                                                                           AMOUNT OF COMMITMENT EXPIRATION
                                                                                      PER PERIOD
                                                          -----------------------------------------------------------------
                                                 TOTAL
         OTHER COMMERCIAL COMMITMENTS           AMOUNTS                                                            AFTER 5
         (THOUSANDS OF DOLLARS)                COMMITTED    1 YEAR    2 YEARS   3 YEARS    4 YEARS    5 YEARS       YEARS
         ------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>        <C>        <C>       <C>        <C>        <C>
         Revolving Line-of-Credit(c)          $    3,530  $       -  $   3,530  $      -  $       -  $       -  $        -
         Standby letters of credit                   148        148          -         -          -          -           -
         ------------------------------------------------------------------------------------------------------------------
         Total commercial commitment          $    3,678  $     148  $   3,530  $      -  $       -  $       -  $        -
         ------------------------------------------------------------------------------------------------------------------
</TABLE>

         (a) The revolving line-of-credit represents the actual outstanding
             balance, as of March 31, 2003.
         (b) The Company anticipates that these purchase commitments will be
             financed through operating leases.
         (c) The revolving line-of-credit represents the unused borrowing
             capacity available to the Company, as of March 31, 2003.

         CRITICAL ACCOUNTING POLICIES

         The preparation of the consolidated financial statements in conformity
         with accounting principles generally accepted in the United States of
         America ("GAAP") requires the Company to select and apply accounting
         policies that best provide the framework to report the Company's
         results of operations and financial position. The selection and
         application of those policies require management to make difficult
         subjective or complex judgments concerning reported amounts of revenue
         and expenses during the reporting period and the reported amounts of
         assets and liabilities at the date of the financial statements. The
         judgments and uncertainties inherent in this process affect the
         application of those policies. As a result, there exists the likelihood
         that materially different amounts would be reported under different
         conditions or using different assumptions. Management has identified
         the following accounting policies that it deems critical to the
         portrayal of the Company's financial condition and results of
         operations and that involve significant subjectivity. Management
         believes that its selection and application of these policies best
         represent the operating results and financial position of the Company.
         The following discussion provides information on the processes utilized
         by management in making judgments and assumptions as they apply to its
         critical accounting policies.

                                       12
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         ALLOWANCE FOR DOUBTFUL ACCOUNTS

         The allowance for doubtful accounts is based on management's assessment
         of the collectibility of specific customer accounts and the aging of
         the accounts receivable. If there is a deterioration of a customer's
         credit worthiness or actual defaults are higher than historical
         experience, estimates of the recoverability of amounts due the Company
         could be adversely affected.

         INCOME TAXES

         The Company records deferred tax assets and liabilities using enacted
         tax rates for the effect of temporary differences between the book and
         tax basis of assets and liabilities. If enacted tax rates changed, the
         Company would adjust the deferred tax assets and liabilities, through
         the provision for income taxes in the period of change, to reflect the
         enacted tax rate expected to be in effect when the deferred tax items
         reverse. The Company records a valuation allowance on deferred tax
         assets to reflect the expected future tax benefits to be realized. In
         determining the appropriate valuation allowance, the Company takes into
         account the level of expected future taxable income and available tax
         planning strategies. If future taxable income is lower than expected or
         if expected tax planning strategies are not available as anticipated,
         the Company may record additional valuation allowance through income
         tax expense in the period such determination was made.

         IMPAIRMENT OF LONG-LIVED ASSETS

         The Company's long-lived assets consist primarily of property, plant,
         and equipment. Management believes the useful lives assigned to these
         assets, which range from 2 to 40 years, are reasonable. Management
         evaluates the long-lived assets for impairment when events or changes
         in circumstances indicate, in management's judgment, that the carrying
         value of such assets may not be recoverable. If management's
         assumptions about these assets change as a result of events or
         circumstances, and management believes the assets may have declined in
         value, then the Company may record impairment charges, resulting in
         lower profits.

         GOODWILL AND INTANGIBLE ASSETS

         The Company is required to make certain assumptions and estimates
         regarding the fair value of intangible assets, namely goodwill, when
         assessing such assets for impairment. Changes in the fact patterns
         underlying such assumptions and estimates could ultimately result in
         the recognition of impairment losses on intangible assets.

         CONTINGENT LIABILITIES

         From time to time, there are various claims and lawsuits pending
         against the Company. The Company has recorded a liability where the
         effect of litigation can be estimated and where an outcome is
         considered probable. Management's estimates are based on its knowledge
         of the relevant facts at the time of the issuance of the Company's
         Consolidated Financial Statements. Subsequent developments could
         materially alter management's assessment of a matter's probable outcome
         and the estimate of the Company's liability.

                                       13
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         ENVIRONMENTAL ISSUES

         The Company records its environmental liabilities when site assessments
         or remedial actions are probable and a range of reasonably likely
         cleanup costs can be estimated. The Company reviews its sites and
         assesses the liability quarterly, by assessing a range of reasonably
         likely costs for each identified site using currently available
         information, including existing technology, current laws and
         regulations and the probable level of involvement and financial
         condition of other potentially responsible parties. These estimates
         include costs for site investigations, remediation, operations and
         maintenance, monitoring and site closure.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         On June 30, 2002, the Company adopted SFAS No. 142, GOODWILL AND OTHER
         INTANGIBLE ASSETS, which establishes the accounting for acquired
         goodwill and other intangible assets, and provides that goodwill and
         indefinite-lived intangible assets will not be amortized, but will be
         tested for impairment on an annual basis. The Company's related
         amortization consists solely of goodwill amortization, which has no
         income tax effect. Following is a reconciliation of net income as
         originally reported for the three and nine month periods ended March
         31, 2003 and 2002, to adjusted net income (IN THOUSANDS):

                                 Three Months Ended  Nine Months Ended
                                      March 31,           March 31,
                                  ----------------    ----------------
                                   2003      2002      2003      2002
                                  ------    ------    ------    ------

         Reported net income      $  591    $  479    $2,036    $1,079
         Goodwill amortization        --        35        --       102
                                  ------    ------    ------    ------
         Adjusted net income      $  591    $  514    $2,036    $1,181
                                  ======    ======    ======    ======

         In accordance with SFAS No. 142, the Company has completed its
         transitional goodwill impairment test using a discounted cash flow
         methodology as of June 30, 2002. No impairment charges resulted from
         the transitional impairment test.

         During the first quarter of fiscal 2003, the Company adopted SFAS No.
         143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS. This standard
         addresses financial accounting and reporting for obligations related to
         the retirement of tangible long-lived assets and the related asset
         retirement costs. The adoption of this standard did not have a material
         impact on the Company's financial position or results of operations.

         During the first quarter of fiscal 2003, the Company adopted SFAS No.
         144, ACCOUNTING FOR IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. The
         standard addresses financial accounting and reporting for the
         impairment or disposal of long-lived assets. The adoption of this
         standard did not have a material impact on the Company's financial
         position or results of operations.

                                       14
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         During the first quarter of fiscal 2003, the Company adopted SFAS No.
         145, RESCISSION OF FASB STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB
         STATEMENT NO. 13, AND TECHNICAL CORRECTIONS. This standard concludes
         that debt extinguishments used as part of a company's risk management
         strategy should not be classified as an extraordinary item. SFAS No.
         145 also requires sale-leaseback accounting for certain lease
         modifications that have economic effects that are similar to
         sale-leaseback transactions. As a result of adopting this standard, the
         Company reclassified $260,000 of unamortized finance costs related to a
         December 2001 refinancing from an extraordinary loss to interest
         expense to conform with fiscal 2003 presentation requirements.

         In June 2002, the FASB issued SFAS No. 146, ACCOUNTING FOR COSTS
         ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. SFAS No. 146 requires that
         a liability for a cost associated with an exit or disposal activity is
         recognized at fair value when the liability is incurred and is
         effective for exit or disposal activities that are initiated after
         December 31, 2002. The Company does not expect its adoption of this
         standard in fiscal 2003 to have a significant impact on its financial
         statements.

         In November 2002, the FASB issued Interpretation No. 45, GUARANTOR'S
         ACCOUNTING AND DISCLOSURES REQUIREMENTS FOR GUARANTEES, INCLUDING
         GUARANTEES OF INDEBTEDNESS OF OTHERS (FIN 45). FIN 45 is effective for
         guarantees issued or modified after December 31, 2002. The disclosure
         requirements of this Interpretation are effective for financial
         statements of interim or annual periods ending after December 15, 2002.
         FIN 45 expands the disclosures required by a guarantor about its
         obligations under the guarantee. The adoption of this interpretation
         did not have a material impact on the Company's financial position or
         results of operations.

         In December 2002, the FASB issued SFAS No. 148, ACCOUNTING FOR
         STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE. SFAS No. 148
         provides alternative methods of transition for voluntary changes to the
         fair value based method of accounting for stock-based compensation, and
         amends the disclosure requirements including a requirement for interim
         disclosures. The Company currently discloses the effects of stock-based
         employee compensation and does not intend to voluntarily change to the
         alternative accounting principle.

         In January 2003, the FASB issued Interpretation No. 46, CONSOLIDATION
         OF VARIABLE INTEREST ENTITIES (FIN 46). FIN 46 requires a variable
         interest entity to be consolidated by a company if that company is
         subject to a majority of the risk of loss from the variable interest
         entity's activities or entitled to receive a majority of the entity's
         residual returns or both. FIN 46 also requires disclosures about
         variable interest entities that a company is not required to
         consolidate but in which it has a significant variable interest. The
         consolidation requirements of FIN 46 apply immediately to variable
         interest entities created after January 31, 2003. The consolidation
         requirements apply to existing entities in the first fiscal year or
         interim period beginning after June 15, 2003. The adoption of this
         interpretation did not have a material impact on the Company's
         financial position or results of operations.

                                       15
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         FORWARD-LOOKING STATEMENTS

         Statements that are not historical facts, including statements about
         our confidence in the Company's prospects and strategies and our
         expectations about the Company's sales expansion, are forward-looking
         statements that involve risks and uncertainties. These risks and
         uncertainties include, but are not limited to: (1) softened demand for
         the Company's products due to overall economic conditions; (2) the
         Company's ability to execute its business plan; (3) market acceptance
         risks, including whether or not the Company will be able to
         successfully gain market share against competitors, many of which have
         greater financial and other resources than the Company, and the
         continuing trend of customers to increase their buying power by
         consolidating the number of vendors they maintain; (4) manufacturing
         capacity constraints, including whether or not, as the Company
         increases its sales, it will be able to successfully integrate its new
         customers into its existing manufacturing and distribution system; (5)
         the introduction of competing products by other firms; (6) pressure on
         pricing from competition or purchasers of the Company's products; (7)
         whether the Company will be able to pass on to its customers price
         increases for paper and paperboard products; (8) continued stability in
         other raw material prices, including oil-based resin and plastic film;
         (9) the impact of government regulation on the Company's manufacturing
         processes, including whether or not additional capital expenditures
         will be needed to comply with applicable environmental laws and
         regulations as the Company's production increases; and (10) the
         Company's ability to continue to comply with the restrictive covenants
         in its credit facility or to obtain waivers if it is not in compliance
         in the future. Investors and potential investors are cautioned not to
         place undue reliance on these forward-looking statements, which reflect
         the Company's analysis only as of the date of this report. The Company
         undertakes no obligation to publicly revise these forward-looking
         statements to reflect events or circumstances that arise after the date
         of this report. These risks and others that are detailed in this Form
         10-Q and other documents that the Company files from time to time with
         the Securities and Exchange Commission, including its annual report on
         Form 10-K, quarterly reports on Form 10-Q, and any current reports on
         Form 8-K, must be considered by any investor or potential investor in
         the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's primary market risk is fluctuation in interest rates. All
         of the Company's debt at March 31, 2003 was at variable interest rates.
         A hypothetical 10% change in interest rates would have had a $23,000
         impact on interest expense and cash flows for the three months ended
         March 31, 2003.

ITEM 4.  CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer, Walter E. Rose, and Vice
         President Finance, Brett E. Moller, have reviewed the Company's
         disclosure controls and procedures within 90 days prior to the filing
         of this report. Based upon this review, these officers believe that the
         Company's disclosure controls and procedures are effective in ensuring
         that material information related to the Company is made known to them
         by others responsible for reporting such material information within
         the Company.

         The Company recently identified a significant deficiency in the design
         and operation of its internal controls in its accounts payable function
         at one of its divisions, and instituted changes to the design and

                                       16
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         operation of the internal controls in this area. The Company determined
         that this deficiency existed when it discovered that a division
         employee had been embezzling funds. The Company is still evaluating the
         financial statement implications of the embezzlement, but believes that
         any embezzled funds will be recovered through insurance. There were no
         other significant changes in the Company's internal controls or in
         other factors that could significantly affect these controls subsequent
         to the date that the Company carried out its evaluation.










                                       17
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         From time to time, the Company is a party to certain lawsuits and
         administrative proceedings that arise in the conduct of its business.
         While the outcome of these lawsuits and proceedings cannot be predicted
         with certainty, management believes that, if adversely determined, the
         lawsuits and proceedings, either singularly or in the aggregate, would
         not have a material adverse effect on the financial condition, results
         of operations or net cash flows of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of the Company's stockholders in
         the quarter ended March 31, 2003.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits:

                  99.1     Certification Pursuant to 18. U.S.C. Section 1350, as
                           adopted Pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002

         (b)      Reports on Form 8-K:

                  None







                                       18
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
         the registrant has duly caused this report to be signed on its behalf
         by the undersigned thereunto duly authorized.


         GIBRALTAR PACKAGING GROUP, INC.

By:   /s/ Brett E. Moller
      -----------------------------
      Brett E. Moller
      Vice President Finance
      (Principal Financial and Accounting Officer)

Date: May 13, 2003








                                       19
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


                                 CERTIFICATIONS

CERTIFICATIONS PURSUANT TO 17 CFR SECTION 240.13a-14
----------------------------------------------------

I, Walter E. Rose, Chairman of the Board and Chief Executive Officer of
Gibraltar Packaging Group, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Gibraltar Packaging
     Group, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

                                       20
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 13, 2003


/s/ Walter E. Rose
-------------------------------
WALTER E. ROSE
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
(Principal Executive Officer)


I, Brett E. Moller, Vice President Finance of Gibraltar Packaging Group, Inc.,
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Gibraltar Packaging
     Group, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

                                       21
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 13, 2003


/s/ Brett E. Moller
-------------------------------
BRETT E. MOLLER
VICE PRESIDENT FINANCE
(Principal Financial Officer)






                                       22