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, 1996


Commission File Number:    0-19800


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


       DELAWARE                                             47-0496290
(State of incorporation)                             (IRS Employer
                                                     Identification Number)
      274 Riverside Avenue
      Westport, Connecticut                                  06880
(Address of principal executive offices)                   (Zip Code)

                                 (203) 227-0400
              (Registrant's telephone number, 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

         As of September 30, 1996,  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, 1996 (unaudited) and June 29, 1996

              Consolidated Statements of Income (unaudited)              2
                Three months ended September 30, 1996 and 1995

              Consolidated Statements of Cash Flows (unaudited)          3
                Three months ended September 30, 1996 and 1995

              Notes to Consolidated Financial Statements (unaudited)     4

Item 2.       Management's Discussion and Analysis of Financial          5
                Condition and Results of Operations


PART II.      OTHER INFORMATION

Item 4.       Submission of Matters to a Vote of Security Holders        6

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



<PAGE>

                   PART I. FINANCIAL INFORMATION (CONTINUED)

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

<TABLE>
<CAPTION>

                                                              September 30,    June 29,
                                                                  1996           1996 
                                                              ------------    --------
<S>                                                            <C>             <C>
ASSETS
CURRENT ASSETS:
   Cash
   Accounts receivable (net of allowance for                   $ 7,928         $ 6,860
     doubtful accounts of $166 and $231)
   Inventories (Note B)                                          9,003           9,172
   Deferred income taxes                                           713             713
   Prepaid and other current assets                                629             809
                                                             ---------       ---------
          Total current assets                                  18,273          17,554
 PROPERTY AND EQUIPMENT - Net                                   35,086          36,167
 EXCESS OF PURCHASE PRICE OVER NET                              20,963          21,109
   ASSETS ACQUIRED (Net of accumulated
   amortization of $2,344 and $2,197)
 OTHER ASSETS (Net of accumulated amortization                   1,220             215
     of $399 and $84)                                         --------        --------
 TOTAL                                                         $75,542         $74,045
                                                               =======         =======
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Checks not yet presented                                     $   69       $   1,042
   Current portion of long-term debt                             2,500           2,115
   Accounts payable                                              7,040           5,261
   Income taxes payable                                            259             319
   Accrued expenses and other liabilities                        2,167           2,362
                                                               -------         -------
          Total current liabilities                             12,035          11,099
 LONG-TERM DEBT - Net of current portion                        28,568          27,834
 DEFERRED INCOME TAXES                                           3,278           3,278
 OTHER LONG-TERM LIABILITIES                                       828             828
 STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value; 4,000,000 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                                             2,621           2,794
                                                             ---------        --------
          Total stockholders' equity                            30,833          31,006
                                                              --------         -------
 TOTAL                                                         $75,542         $74,045
                                                               =======         =======
</TABLE>

See notes to consolidated financial statements.

                                       1
<PAGE>

                   PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.  Financial Statements (Continued).

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

<TABLE>
<CAPTION>

                                                                                   Three Months Ended
                                                                                        September 30,
                                                                                   1996                1995

<S>                                                                         <C>                   <C>       
NET SALES                                                                   $     18,496          $   19,109
COST OF GOODS SOLD                                                                14,898              15,094
                                                                              ----------           ---------
GROSS PROFIT                                                                       3,598               4,015
                                                                              ----------          ----------
OPERATING EXPENSES:
  Selling                                                                          1,043                 973
  Administrative                                                                   1,526               1,209
  Amortization of excess of purchase price
    over net assets acquired                                                         147                 147
                                                                             -----------         -----------
      Total operating expenses                                                     2,716               2,329
                                                                              ----------           ---------
INCOME FROM OPERATIONS                                                               882               1,686
OTHER EXPENSE:
   Interest and deferred finance costs                                               896                 788
   Other expense                                                                       3                   8
                                                                           -------------       -------------
      Other expense                                                                  899                 796
                                                                             -----------         -----------
INCOME (LOSS) BEFORE INCOME TAXES                                                    (17)                890
PROVISION FOR INCOME TAXES                                                            49                 419
                                                                            ------------         -----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS                                             (66)                471
EXTRAORDINARY ITEM (net of tax effect of $66)
      (Writeoff of finance charges as a result of debt repayment)                   (107)
                                                                              -----------
NET INCOME (LOSS)                                                              $    (173)         $      471
                                                                               ==========         ==========
PER SHARE AMOUNTS:
Income (Loss) Before Extraordinary Item                                       $    (0.01)         $     0.09
                                                                              ===========         ==========
    Net Income (Loss)                                                         $    (0.03)         $     0.09
                                                                              ===========         ==========
WEIGHTED AVERAGE SHARES
   OUTSTANDING                                                                 5,041,544           5,041,544
                                                                               =========           =========
</TABLE>

                                       2

See notes to consolidated financial statements.


<PAGE>

                   PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.  Financial Statements (Continued).

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

<TABLE>
<CAPTION>


(In thousands)                                                                               Three Months Ended
                                                                                                 September 30,
                                                                                           1996               1995
<S>                                                                                     <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                                   $  (173)           $     471
    Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
       Depreciation and amortization                                                        981                  970
       Loss on sale of fixed assets                                                                               19

Changes in operating assets and liabilities:
    Accounts receivable - net                                                            (1,068)                (464)
    Inventories                                                                             169                  234
    Refundable income taxes                                                                                      274
    Prepaid expenses and other current assets                                               146                  (10)
    Accounts payable                                                                      1,779                  220
    Accrued income taxes and other liabilities                                             (255)                (341)
                                                                                     -----------           ----------
       Net Cash Provided by Operating Activities                                          1,579                1,373

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of property and equipment                                                                   5
    Purchases of property and equipment                                                    (703)                (594)
                                                                                     -----------           ----------

       Net Cash Used in Investing Activities                                               (703)                (589)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Borrowings under revolving credit agreement                                             456                  185
    Borrowings under capital leases                                                         (20)                 104
    Refinancing Costs                                                                    (1,022)
    Repayment of Debt                                                                   (29,267)                (941)
    Proceeds from Refinancing                                                            29,950             
                                                                                      ---------            ---------

       Net Cash Provided By Financing Activities                                             97                 (652)
                                                                                   ------------            ----------

NET INCREASE IN CASH                                                                        973                  132

CHECKS NOT YET PRESENTED
    AT BEGINNING OF PERIOD                                                               (1,042)                (744)
                                                                                      ----------           ----------
CHECKS NOT YET PRESENTED
    AT END OF PERIOD                                                                 $      (69)           $    (612)
                                                                                     ===========           ==========

</TABLE>

See notes to consolidated financial statements.

                                       3

<PAGE>

                   PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1.  Financial Statements (Continued).

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

A.       GENERAL

         The  consolidated  balance  sheet of Gibraltar  Packaging  Group,  Inc.
         ("Company") and  Subsidiaries  (collectively,  "Gibraltar") at June 29,
         1996 has been taken from Gibraltar's  audited  financial  statements at
         that date. 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 29,  1996 and the notes  thereto  contained  in
         Gibraltar's Annual Report on Form 10-K for the year then ended.

         The accompanying  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
         consolidated  financial statements contain all adjustments necessary to
         present fairly the financial  position of Gibraltar as of September 30,
         1996 and June 29, 1996,  and the results of its operations and its cash
         flows for the periods  presented  herein.  Results for the three months
         ended September 30, 1996 are not necessarily  indicative of the results
         to be expected for the full fiscal year.

B.       INVENTORIES

         A summary of inventories by components is as follows:

(In thousands)                         September 30, 1996        June 29, 1996
                                       ------------------        -------------
                                           (Unaudited)

  Finished goods                             $ 4,699                 $ 4,727
  Work-in-process                              1,463                   1,395
  Raw materials                                2,532                   2,739
  Manufacturing supplies                         309                     311
                                            --------                --------
      Total inventory                       $  9,003                 $ 9,172
                                            ========                 =======


                                       4
<PAGE>

                   PART I. FINANCIAL INFORMATION (CONTINUED)

C.       NET INCOME PER SHARE

         Earnings per share is based on the weighted average number of shares of
         common stock and common stock equivalents  outstanding  during the year
         as calculated under the treasury stock method.

D.   STOCK OPTION PLAN

         Effective  August  1, 1996 the Board of  Directors  authorized  a Stock
         Option  Plan  and  designated  300,000  shares  of  common  stock to be
         available  for  granting.  The Board  further  granted  under this plan
         incentive  stock  options  for an  aggregate  of 225,000  shares at the
         market  price at the date of grant,  or $4.00 per share.  Such  options
         vest, generally, over a period of four years from the grant date.

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

         Results of Operations:

         Three Months Ended September 30, 1996 Compared to
         Three Months Ended September 30, 1995

         Net sales for the first quarter of fiscal 1997 of $18,496,000  declined
         by $613,000 or 3.2 % from the first  quarter of the prior  fiscal year,
         mainly as a result of loss of business with three major customers.

         Cost of goods sold  decreased  $196,000 or 1.3%.  The  reduction due to
         lower  sales was  partially  offset by higher  costs  required  to meet
         customer delivery requirements.

         Selling,  General and Administration Expense increased by $387,000 as a
         result of increased selling costs, staffing of administrative positions
         in the current year not staffed in the prior year, and relocation costs
         at Corporate.

         Interest  expense  exceeded last year's first quarter by $108,000,  the
         effect of lower  borrowings  being more than offset by higher  interest
         rates.

         The income tax  provision  of  $49,000  represents  37.7% of the pretax
         profit prior to  non-deductible  goodwill  amortization.  This compares
         with  $419,000  in the prior year  representing  a  comparable  rate of
         40.4%.

         During  the  first  quarter  of fiscal  1997 the  Company  recorded  an
         extraordinary  after-tax  loss of $107,000  reflecting the write-off of
         unamortized finance costs of a previous refinancing.


         Liquidity and Capital Resources:

         On September 25, 1996 the Company  completed its  refinancing.  The new
         facility  with Harris Trust and Savings  Bank  consists of a seven year
         $25 million term loan and a five year $10 million revolving


                                       5
<PAGE>

                   PART I. FINANCIAL INFORMATION (CONTINUED)

         credit facility. The terms include initial interest rates that are more
         than 3 percent lower than the Company had been recently paying.

         During the three months ended September 30, 1996, capital  expenditures
         totaled  $0.7  million.  In  order  to  accommodate  continued  growth,
         Gibraltar makes capital  improvements to improve efficiency and product
         quality.  Gibraltar  frequently upgrades its equipment by purchasing or
         leasing equipment.

         Management  believes that existing cash  balances,  funds  generated by
         operations, and borrowings available under its current or future credit
         facilities  will be  sufficient  to meet working  capital,  and capital
         expenditure requirements in fiscal 1997 and for the foreseeable future.
         Nevertheless,  Gibraltar  may  require  or choose to obtain  additional
         capital  through  public  or  private  debt  or  equity   offerings  or
         additional bank borrowings to fund future developments.


                           PART II. OTHER INFORMATION


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

         None.

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, 1996.


                                       6


<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 14, 1996             By:  /s/ John W. Lloyd
     -------------------------------    ------------------------------------
                                        John W. Lloyd, Chief Financial Officer

                                        Signing on behalf of the registrant and
                                        as principal financial officer


                                        7
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