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:     September 30, 1998


Commission File Number:       00-19800


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


       DELAWARE                                             47-0496290
(State of incorporation)                                  (IRS Employer 
                                                          Identification Number)
       2000 Summit Avenue
       Hastings, Nebraska                                     68902-2148
 (Address of principal executive offices)                     (Zip Code)

                                (402) 463-1366
             (Registrant's telephone number, including area code)

               274 Riverside Avenue, Westport, Connecticut, 06880
          (Former Address of Registrant's Principal Executive Offices)

      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

      As of September 30, 1998, 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 September 30, 1998 (Unaudited) and June 27, 1998

          Consolidated Statements of Operations (Unaudited) for the          2
           Three Months Ended September 30, 1998 and 1997

          Consolidated Statements of Cash Flows (Unaudited) for the          3
           Three Months Ended September 30, 1998 and 1997

          Notes to Consolidated Financial Statements (Unaudited)             4

Item 2.   Management's Discussion and Analysis of Interim Financial          6
           Condition and Results of Operations

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
                                                                             8
PART II.  OTHER INFORMATION
--------  -----------------
Item 1.   Legal Proceedings                                                 10

Item 6.   Exhibits and Reports on Form 8-K                                  10

          Signature                                                         11




<PAGE>



                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands except per share data)

<TABLE>


                                                            September 30,         June 27,
                                                                1998                1998
                                                            -------------         ---------  
ASSETS                                                      (Unaudited)
<S>                                                          <C>                  <C> 
CURRENT ASSETS:
   Restricted bank deposits                                    $     229           $    --
   Accounts receivable (Net of allowance for
     doubtful accounts of $199 and $162, respectively)             7,942              7,820
   Inventories (Note B)                                           11,114             10,667
   Deferred income taxes                                             892                892
   Prepaid and other current assets                                  659                483
                                                               ---------          ---------
          Total current assets                                    20,836             19,862
 PROPERTY, PLANT AND EQUIPMENT - Net                              25,039             25,362
 EXCESS OF PURCHASE PRICE OVER NET
   ASSETS ACQUIRED (Net of accumulated
   amortization of $3,470 and $3,368, respectively)               13,673             13,775
 OTHER ASSETS (Net of accumulated amortization
   of $1,226 and $1,199, respectively)                             1,001                258
                                                               ---------          ---------

 TOTAL                                                         $  60,549          $  59,257
                                                               =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Checks not yet presented                                   $     465          $   1,005
   Current portion of long-term debt                              2,278              2,034
   Accounts payable                                               7,376              9,310
   Accrued expenses                                               2,302              2,344
   Income taxes payable                                             109                200
                                                               --------          ---------
          Total current liabilities                              12,530             14,893
 LONG-TERM DEBT - Net of current portion                         31,740             27,872
 DEFERRED INCOME TAXES                                            1,659              1,659
 OTHER LONG-TERM LIABILITIES                                        779                815
                                                              ---------          ---------
   Total liabilities                                             46,708             45,239
                                                              ---------          ---------

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
   Retained earnings (deficit)                                  (14,371)           (14,194)
                                                             ----------          ---------
          Total stockholders' equity                             13,841             14,018
                                                              ---------          ---------

 TOTAL                                                        $  60,549          $  59,257
                                                              =========          =========

</TABLE>

See notes to unaudited consolidated financial statements.

 
                                     -1-

<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (In thousands except per share data)


                                                        Three Months Ended
                                                           September 30,
                                                   --------------------------  
                                                      1998            1997   
                                                      ----            ----
NET SALES                                          $  20,185        $  19,328
COST OF GOODS SOLD                                    16,964           15,781
                                                   ---------        ---------
GROSS PROFIT                                           3,221            3,547
                                                   ---------        ---------
OPERATING EXPENSES:
  Selling                                                887            1,077
  General and administrative                           1,549            1,542
  Amortization of excess of purchase price
    over net assets acquired                             102              146
                                                   ---------        ---------
      Total operating expenses                         2,538            2,765 
                                                   ---------        ---------
INCOME FROM OPERATIONS                                   683              782
                                                   ---------        ---------
OTHER (INCOME) EXPENSE:
   Interest expense                                      906              707
   Other (income) expense - net                           (2)             (46)
                                                   ---------        ---------
      Other expense - net                                904              661
                                                   ---------        ---------
(LOSS) INCOME BEFORE INCOME TAXES                       (221)             121
(BENEFIT) PROVISION FOR INCOME TAXES                     (44)             107
                                                   ----------       ---------
NET (LOSS) INCOME                                  $    (177)       $      14 
                                                   ==========       =========
BASIC AND DILUTED PER COMMON SHARE AMOUNTS:
   Net (Loss) Income                                $  (0.04)        $     --
                                                   =========        =========
WEIGHTED AVERAGE SHARES OUTSTANDING
   (basic and diluted)                             5,041,544        5,041,544
                                                   =========        =========


See notes to unaudited consolidated financial statements.

                                       -2-

<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
                                                          Three Months Ended
                                                              September 30,
                                                          -------------------  
                                                           1998         1997  
CASH FLOWS FROM OPERATING ACTIVITIES:                     ------       ------ 
   Net (loss) income                                    $   (177)      $   14
   Adjustments to reconcile net (loss) income to
   net cash (used in) provided by operating activities:
     Depreciation                                            613          829
     Amortization                                            129          191
     Gain on sale of property, plant and equipment            (1)         (47)
     Changes in operating assets and liabilities:
        Accounts receivable - net                           (122)         646
        Inventories                                         (447)        (366)
        Prepaid expenses and other assets                   (116)        (487)
        Accounts payable                                  (1,934)         488
        Income taxes payable                                 (91)          40
        Accrued expenses and other liabilities               (78)      (1,127)
                                                       ----------    --------

     Net Cash (Used in) Provided by Operating Activities  (2,224)         181
                                                      -----------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property, plant and equipment          1          82
     Changes in restricted funds                             (229)         --
   Purchases of property, plant and equipment                (290)       (507)
                                                        ----------   ---------

     Net Cash Used in Investing Activities                   (518)       (425)
                                                        ----------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings under revolving credit facility           3,799        1,150
   Net principal repayments of long-term debt             (30,523)      (1,259)
   Proceeds from refinancing                               30,830           --
   Refinancing costs                                         (830)          --
   Net borrowings (repayments) under capital leases             6          (43)
                                                        ---------    ---------

     Net Cash Provided by (Used in) Financing Activities    3,282         (152)
                                                        ---------    ----------

NET INCREASE (DECREASE) IN CASH                               540         (396)

(CHECKS NOT YET PRESENTED) CASH
   AT BEGINNING OF PERIOD                                  (1,005)         110
                                                        ----------   ---------

CHECKS NOT YET PRESENTED
   AT END OF PERIOD                                     $    (465)   $    (286)
                                                         ==========   =========

See notes to unaudited consolidated financial statements.


                                       -3-

<PAGE>


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

A.    GENERAL

      The consolidated balance sheet of Gibraltar Packaging Group, Inc. and
      Subsidiaries (Gibraltar, or the Company) at June 27, 1998 has been derived
      from Gibraltar's Annual Report on Form 10-K for the year then ended. All
      other consolidated financial statements contained herein have been
      prepared by Gibraltar and are unaudited. The financial statements should
      be read in conjunction with the financial statements for the year ended
      June 27, 1998 and the notes thereto contained in Gibraltar's Annual Report
      on Form 10-K.

      The accompanying unaudited consolidated financial statements 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
      generally accepted accounting principles 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 Gibraltar as of September 30, 1998, and
      the results of their operations and their cash flows for the periods
      presented herein. Results for the three months ended September 30, 1998
      are not necessarily indicative of the results to be expected for the full
      fiscal year.

B.    INVENTORIES

      Inventories consisted of the following (In thousands):

                                                   September 30,      June 27,
                                                       1998             1998 
                                                   -------------      -------- 
                                                    (Unaudited)

         Finished goods                            $   6,562         $   6,506
         Work in process                               1,613             1,396
         Raw materials                                 2,443             2,319
         Manufacturing supplies                          496               446
                                                   ---------         ---------
                                                   $  11,114         $  10,667
                                                   =========         =========

C.    RESTRICTED BANK DEPOSITS

      Restricted bank deposits are held by Harris Bank which require such
      deposits be maintained in support of outstanding letters of credit and
      bank fees in relation to those letters. The letters of credit relate to
      workman's compensation insurance policies.


                                      -4-


<PAGE>


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

D.    NET INCOME (LOSS) PER COMMON SHARE

      The Company adopted the provisions of Statement of Financial Accounting
      Standards (SFAS) No.128, "Earnings Per Share," in the second quarter of
      fiscal 1998, as required. The new standard requires dual presentation of
      basic and diluted earnings per share for all periods for which an income
      statement is presented. Basic income per common share is based on the
      weighted average outstanding common shares during the respective period.
      Diluted income per share is based on the weighted average outstanding
      common shares and the effect of all dilutive potential common shares, such
      as stock options. Presently, there is no difference for the Company
      between basic and diluted income per share. All prior periods per share
      data has been restated in accordance with SFAS 128.

E.    ADOPTION OF FAS 130

      During the first quarter of fiscal 1999, the Company adopted SFAS No.130,
      "Reporting Comprehensive Income," which requires disclosure of
      comprehensive income to be included in the financial statements for fiscal
      years beginning after December 15, 1997. Comprehensive income is defined
      as the change in equity of a business enterprise during a period from
      transactions and other events and circumstances from non-owner sources.
      Presently, there are no components of comprehensive income for the
      Company.


                                      -5-

<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Recent Event:
On October 30, 1998, the Company closed its Westport, Connecticut Corporate
Office and consolidated the Company's administrative functions into its Great
Plains' operations in Hastings, Nebraska.

Results of Operations:

Three Months Ended September 30, 1998 Compared to
Three Months Ended September 30, 1997   
-------------------------------------------------            

In the first quarter of fiscal 1999, the Company had net sales of $20.2 million
compared with sales of $19.3 million in the first quarter of fiscal 1998, an
increase of $0.9 million or 4.4%. The Company continues to gain sales momentum
as the volume of sales to major customers primarily of folding and flexible
cartons increased over the corresponding prior period, most notably at the Great
Plains Packaging division.

Cost of goods sold increased $1.2 million or 7.5% to $17.0 million in the first
quarter of fiscal 1999 compared to $15.8 million in the corresponding period in
fiscal 1998. Cost of goods sold expressed as a percentage of net sales increased
in the first quarter of fiscal 1999 to 84.0% compared to 81.6% in the
corresponding period of fiscal 1998. The increase in the costs of products sold
over the comparable period in fiscal 1998 is primarily attributable to higher
labor costs incurred at Standard Packaging & Printing Corp. (Standard)
associated with servicing customer demands and unusually high maintenance and
repair costs. Additionally, Niemand Industries, Inc. (Niemand) and GB Labels,
Inc. suffered adverse product mix changes as sales of their higher margin
products declined. Niemand was affected by a decline in demand for its high
margin applicade product as a result of technology changes. Niemand has begun a
program to increase selling prices and reduce the material costs of its lower
margin product lines in an effort to improve overall gross margins.

Selling expenses decreased $0.2 million or 17.6% in the first three months of
fiscal 1999, to $0.9 million from $1.1 million in the first three months of
fiscal 1998, primarily as a result of an overall decrease in the size of
Gibraltar's sales force and its marketing programs. These reductions are a
direct result of cost savings following the Company's organizational and
facility consolidations implemented in the second quarter of fiscal 1998.

General and administrative expenses expressed as a percentage of net sales
decreased to 7.7% in the first quarter of fiscal 1999, compared with 8.0% in the
corresponding fiscal 1998 period. The Company continues to realize the cost
savings benefits of the second quarter fiscal 1998 restructuring program as
general and administrative expenses in relation to sales decreased over the
corresponding prior period. The Company continues its commitment to evaluate and
implement, as necessary, cost saving opportunities.

Interest expense for the first quarter of fiscal 1999 increased to $0.9 million
from $0.7 million in the first quarter of fiscal 1998, an increase of $0.2
million or 28.1%. The increase is due to the net effect of overall higher
borrowings of approximately $4.1 million primarily as a result of the debt
refinancing which was completed on July 31, 1998, coupled with higher interest
rates in fiscal 1999, as compared to the prior year.

                                      -6-


<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The benefit for income taxes as a percentage of pre-tax loss for the three
months ended September 30, 1998 is (19.9%), which differs from the statutory
rate primarily as a result of non-deductible amortization in excess of purchase
price over net assets acquired. This compares with an effective tax rate of
88.4% in the prior year caused by a low level of pre-tax income combined with
the impact of the non-deductible amortization.

Financial Condition:

On July 31,1998, the Company refinanced its debt. The new facility with First
Source Financial LLP (First Source) provides for a five year $25 million term
loan and a five year $15 million working capital revolving line of credit
(Revolver). The term loan requires quarterly principal payments of $562,500 in
the first year of the loan, beginning October 15, 1998. The balance of the term
loan is due in quarterly installments of $625,000 in fiscal year 2000, $687,500
per quarter through April 2003 and the balance of $12,687,500 is due on July
31, 2003.

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 lessor of (A) the Revolver Commitment or
(B) the sum of (a) up to 85% of Gibraltar's eligible accounts receivable plus
(b) up to 60% of Gibraltar's eligible inventory. As part of the refinancing, all
outstanding letters of credit were collateralized with Harris Bank from the
proceeds of the refinancing and are classified as part of restricted bank
deposits on the Consolidated Balance Sheets. Outstanding letters of credit at
September 30, 1998 amounted to $222,000 and relate to workman's compensation
insurance claims. The Company also pays a commitment fee of 0.5% on the
difference between the average daily loan balance and the amount of the
Revolver.

The new credit facility contains certain restrictive covenants including
financial covenants related to Net Worth, Minimum Interest Coverage, Capital
Expenditures, the Debt ratio and Fixed Charge Coverage. As of September 30,
1998, the Company was not in compliance with certain financial covenants. The
covenant for Net Worth was amended as of September 30,1998 and waivers were
issued for covenants related to Minimum Interest Coverage, and the Debt ratio.

The Revolver bears interest at First Source's prime rate plus 0.75% or the
London Interbank Offered Rate (LIBOR) plus 2.75%. The term loan bears interest
at First Source's prime rate plus 1.25% or LIBOR plus 3.25%. The interest rates
at September 30, 1998 were at prime but may be converted to LIBOR in future
periods. First Source's prime rate was 8.5% at September 30, 1998.

The proceeds from the new credit facility were used to refinance the Harris Bank
credit facility, to repay the note payable related to the Alabama facility, to
pay the related transactions costs, and to fund the working capital and capital
expenditure needs of the Company. The new 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 the Burlington,
North Carolina property, however, including any assets acquired after closing.


                                      -7-

<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

At September 30, 1998, the Company had working capital of $8.3 million, as
compared to $5.0 million at June 27,1998. Historically, the Company's liquidity
requirements have been met by a combination of funds provided by operations and
its revolving credit agreements. The increase in working capital is primarily
due to the net effect of an increased borrowing capacity as a result of the debt
refinancing described above. The Company had available to it unused borrowing
capacity of $2.6 million as of September 30, 1998.

During the three months ended September 30, 1998, capital expenditures totaled
$0.3 million compared with $0.5 million in the corresponding quarter in fiscal
1998, and consisted primarily of additions to machinery and equipment. Gibraltar
makes capital improvements to improve efficiency and product quality and
periodically upgrades its equipment by purchasing or leasing new or previously
used equipment.

Management believes that future funds generated by operations, and borrowings
available under its new credit facility with First Source will be sufficient to
meet working capital, and capital expenditure requirements in fiscal 1999.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

None.

YEAR 2000 COMPLIANCE

The Year 2000 issue is the result of computer systems that use two digits rather
than four to define the applicable year, which may prevent such systems from
accurately processing dates ending in the Year 2000 and after. This could result
in system failures or in miscalculations causing disruption of operations,
including, but not limited to, an inability to process transactions, to send and
receive electronic data, or to engage in routine business activities and
operations.

The Company has completed its initial assessment of all currently used computer
systems and has developed a plan to correct those areas that will be affected by
the Year 2000 issue. The folding carton divisions of the Company (Great Plains
Packaging, RidgePak Corp. and Standard) have recently installed AmTech's
Imaginera software for their manufacturing and accounting IS systems. These
information systems are certified by the vendor to be Year 2000 Compliant.
Niemand has done an extensive review of all its current computer programs and
files and is evaluating options to upgrade all IS systems for Year 2000
compliance. Niemand has completed the assessment phase, and will finalize their
decision on vendor selection by November 30, 1998. The anticipated cost of the
upgrade is approximately $75,000.

The Company began in fiscal 1998 evaluating environmental and manufacturing
equipment, telephones, personal computer hardware and software outside of the
Company's IS systems. The Company's goal is to complete any upgrade requirements
by the end of fiscal 1999, but doesn't expect that the cost for subsequent
upgrades will be material to the Company's consolidated financial statements.

   
                                   -8-

<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


In addition to reviewing its internal systems, the Company is currently
compiling a list of its significant vendors to initiate communications
concerning Year 2000 compliance. There can be no assurance that the systems of
other companies that interact with the Company will be sufficiently Year 2000
compliant so as to avoid an adverse impact on the Company's operations,
financial condition and results of operations.

The Company presently anticipates that it will complete its Year 2000 assessment
and remediation by the end of fiscal 1999. However, there can be no assurance
that the Company will be successful in implementing its Year 2000 remediation
plan according to the anticipated schedule. If the Company does not complete
implementation of its remediation plan prior to January 1, 2000, the Company's
operations and financial condition will be negatively impacted, perhaps
significantly, by the failure of its information and or manufacturing systems.
In addition, the Company may be adversely affected by the inability of other
companies whose systems interact with the Company to become Year 2000 compliant
and by potential interruptions of utility, communications or transportation
systems as result of Year 2000 issues.

Although the Company expects its internal systems to be Year 2000 compliant as
described above, the Company intends to prepare a contingency plan that will
specify what is plans to do if it or important external companies are not Year
2000 compliant in a timely manner. The Company expects to prepare its
contingency plan during calendar year 1999.

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) the Company's ability to execute its business plan to leverage the
success of the Company's Great Plains division; (2) 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 increasing trends of customers to increase
their buying power by consolidating the number of vendors they maintain; (3)
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; (4) whether the Company
will be able to maintain its listing on the Nasdaq National Market; (5) 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;
(6) whether the Company will be able to pass on to its customers price increases
for paper and paperboard products in fiscal 1999; (7) whether the Company will
be able to sell Niemand Industries on terms that are satisfactory to the
Company; (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, including whether or not additional capital
expenditures will be needed to comply with applicable environmental laws and
regulations as the Company's production increases; (10) pressure on prices from
competition or purchasers of the Company's products; and (11) the introduction
of competing products by other firms. Investors and potential investors are
cautioned not to place undue reliance on these forward-looking statements, which
reflect


                                      -9-

<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

the Company's analysis only as of the date hereof. Gibraltar undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. 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 and any current reports on Form 8-K must be considered by
any investor or potential investor in the Company.


PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The Company has been notified by the Nasdaq Stock Market (Nasdaq) that the
Company's Common Stock, par value $0.01 per share (the Common Stock), will be
delisted from the Nasdaq National Market (National Market). Nasdaq has taken
this action because the Company does not currently meet Nasdaq's requirement
that listed companies maintain net tangible assets of at least $4.0 million. The
Company also is not presently in compliance with the National Market's
requirement that the market value of the public float, which excludes shares
held by affiliates of the Company, be at least $5.0 million. The Company has
appealed the delisting determination by Nasdaq. The delisting will be delayed
until Nasdaq's decision on the appeal becomes final.

There is no assurance that the Company will be successful in maintaining its
National Market listing. If the Company's Common Stock were delisted, there
would likely be a negative impact on the trading market, liquidity and price of
the Common Stock.

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

      (a)   Exhibits:

         None.

      (b) Reports on Form 8-K:

         Gibraltar did not file any reports on Form 8-K during the quarter ended
           September 30, 1998.


                                      -10-


<PAGE>


                                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.



Date:    November 16, 1998             By:   /s/    John  W. Lloyd          
      -----------------------             --------------------------------------
                                         John W. Lloyd, Chief Financial Officer


                                         Signing on behalf of the registrant and
                                          as principal financial officer