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:     December 31, 1999
                                    -----------------


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
              (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 December 31, 1999, 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 (Unaudited)

          Consolidated Balance Sheets                                    1
            As of December 31, 1999 and July 3, 1999

          Consolidated Statements of Operations for the                  2
            Three Months Ended December 31, 1999 and 1998
             Six Months Ended December 31, 1999 and 1998

          Consolidated Statements of Cash Flows for the                  3
            Six Months Ended December 31, 1999 and 1998

          Notes to Consolidated Financial Statements                     4

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk     10

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

Item 1.   Legal Proceedings                                              11

Item 4.   Submission of Matters to a Vote of Security Holders            11

Item 6.   Exhibits and Reports on Form 8-K                               12

          Signature                                                      12
<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                 (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
                                                       December 31,    July 3,
                                                           1999         1999
                                                        ---------     ---------
ASSETS
CURRENT ASSETS:
  Cash                                                  $    109    $    198
  Accounts receivable (NET OF ALLOWANCE FOR
   DOUBTFUL ACCOUNTS OF $186 AND $194, RESPECTIVELY)       6,444       7,287
  Inventories                                              7,591       8,027
  Deferred income taxes                                      972         972
  Prepaid and other current assets
                                                             431         350
                                                        --------    --------
      Total current assets                                15,547      16,834
PROPERTY, PLANT AND EQUIPMENT - NET                       19,743      21,182
EXCESS OF PURCHASE PRICE OVER NET
  ASSETS ACQUIRED (NET OF ACCUMULATED
  AMORTIZATION OF $1,875 AND $1,794,RESPECTIVELY)          4,463       4,543
OTHER ASSETS (NET OF ACCUMULATED AMORTIZATION
  OF $229 AND $191, RESPECTIVELY)                            755         779
                                                        --------    --------
TOTAL                                                   $ 40,508    $ 43,338
                                                        ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Checks not yet presented                              $    361    $    976
  Current portion of long-term debt                        2,641       2,891
  Accounts payable                                         6,889       6,502
  Accrued expenses                                         2,035       3,001
  Income taxes payable                                       107         107
                                                        --------    --------
      Total current liabilities                           12,033      13,477
LONG-TERM DEBT - Net of current portion                   25,881      27,943
DEFERRED INCOME TAXES                                      1,167         834
OTHER LONG-TERM LIABILITIES                                  558         638
                                                        --------    --------
      Total liabilities                                   39,639      42,892
                                                        --------    --------
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 deficit                                        (27,343)    (27,766)
                                                        --------    --------
      Total stockholders' equity                             869         446
                                                        --------    --------
TOTAL                                                   $ 40,508    $ 43,338
                                                        ========    ========


   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            Six Months Ended
                                                         December 31,                December 31,
                                                         ------------                ------------
                                                    1999            1998         1999           1998
                                                    ----            ----         ----           ----
<S>                                           <C>            <C>            <C>            <C>
NET SALES                                     $    16,678    $    18,980    $    34,251    $    39,165
COST OF GOODS SOLD                                 13,600         16,022         27,896         32,986
                                              -----------    -----------    -----------    -----------

GROSS PROFIT                                        3,078          2,958          6,355          6,179
                                              -----------    -----------    -----------    -----------

OPERATING EXPENSES:
   Selling                                            712            856          1,485          1,743
   General and administrative                       1,170          1,284          2,464          2,833
   Amortization of excess of purchase price
     over net assets acquired                          45            104             81            206
   Restructuring charges                             --              235           --              235
                                              -----------    -----------    -----------    -----------

      Total operating expenses                      1,927          2,479          4,030          5,017
                                              -----------    -----------    -----------    -----------

INCOME FROM OPERATIONS                              1,151            479          2,325          1,162
OTHER EXPENSE (INCOME):
     Interest expense                                 766            799          1,580          1,705
     Other income - net                               (14)            (5)           (14)            (7)
                                              -----------    -----------    -----------    -----------

     Other expense - net                              752            794          1,566          1,698
                                              -----------    -----------    -----------    -----------

INCOME (LOSS) BEFORE INCOME TAXES                     399           (315)           759           (536)
INCOME TAX PROVISION (BENEFIT)                        178            (78)           336           (122)
                                              -----------    -----------    -----------    -----------

NET INCOME (LOSS)                             $       221    $      (237)   $       423    $      (414)
                                              ===========    ===========    ===========    ===========

BASIC AND DILUTED PER COMMON SHARE AMOUNTS:
     Net Income (Loss)                        $      0.04    $     (0.05)        $0.08$          (0.08)
                                              ===========    ===========    ===========    ===========
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>
                                                                  Six Months Ended
                                                                     December 31,
                                                                     ------------
                                                                   1999        1998
                                                                   ----        ----
<S>                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                           $    423    $   (414)
   Adjustments to reconcile net income (loss) to
   net cash flows from operating activities:
      Depreciation and amortization                               1,225       1,493
      Gain on sale of property, plant and equipment                 (24)         (1)
      Write-down of long-lived assets                                --          61
      Changes in operating assets and liabilities:
           Accounts receivable - net                                843         670
           Inventories                                              436        (994)
           Prepaid expenses and other assets                       (175)        (85)
           Accounts payable                                        (228)     (1,511)
           Income taxes payable                                     333        (396)
           Accrued expenses and other liabilities                (1,046)       (360)
                                                               --------    --------

      Net Cash Flows from Operating Activities                    1,787      (1,537)
                                                               --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property, plant and equipment              652           4
   Changes in restricted funds                                       --        (229)
   Purchases of property, plant and equipment                      (216)       (532)
                                                               --------    --------

      Net Cash Flows from Investing Activities                      436        (757)
                                                               --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings (payments) under revolving credit facility        (39)      3,513
Net principal repayments of long-term debt                       (2,259)    (31,085)
Proceeds from issuance of long-term debt                             --      30,830
         Refinancing costs                                           --        (830)
         Net activity under capital leases                          (14)         19
                                                               --------    --------

         Net Cash Flows from Financing Activities                (2,312)      2,447
                                                               --------    --------

NET (DECREASE) INCREASE IN CASH                                     (89)        153
CASH AT BEGINNING OF PERIOD                                         198         114
                                                               --------    --------

CASH AT END OF PERIOD                                          $    109    $    267
                                                               ========    ========
</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 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 the Company as of
         December 31, 1999, and the results of its operations and cash flows for
         the periods presented herein. Results of operations for the six months
         ended December 31, 1999 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 July 3, 1999 and the notes thereto contained in the
         Company's Annual Report on Form 10-K.

B.       INVENTORIES

         Inventories consisted of the following (IN THOUSANDS):

                                            December 31,            July 3,
                                                1999                1999
                                          -------------        --------------
              Finished goods              $       4,933        $        5,060
              Work in process                     1,018                   913
              Raw materials                       1,057                 1,699
              Manufacturing supplies                583                   355
                                          -------------        --------------
                                          $       7,591        $        8,027
                                          =============        ==============

C.       SALE OF GB LABELS AND NIEMAND

         In connection with the Company's strategic plan, the Company sold the
         operating assets of two of its subsidiaries, GB Labels, Inc. ("GB
         Labels") and Niemand Industries, Inc. ("Niemand"). The sale of the
         operating assets of GB Labels was effective August 30, 1999. The
         Company recorded a pre-tax non-cash charge of $82,000 in the fourth
         quarter of fiscal 1999 to write-down the carrying amount of GB Labels'
         fixed assets sold to fair value less cost to sell. No gain or loss was
         recorded on the sale in fiscal 2000.

         The sale of the container business of Niemand was finalized in the
         fourth quarter of fiscal 1999. Effective February 1, 2000, the Company
         completed the sale of the remaining operating assets of Niemand. In the
         fourth quarter of fiscal 1998, the Company recorded a pre-tax non-cash
         charge of $14.1 million to write-down the carrying amount of goodwill
         and fixed assets of Niemand to estimated fair value less cost to sell.
         No material gain or loss was recorded on either sale.

                                       4
<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

         RECENT EVENTS

         In connection with the Company's strategic plan to refocus on its core
         capabilities in folding cartons, the Company finalized the sale of the
         remaining operating assets of Niemand, effective February 1, 2000, to
         TEKPAK, Inc., a company formed by Niemand's former president.

         RESULTS OF OPERATIONS

         Three Months Ended December 31, 1999 Compared to
         Three Months Ended December 31, 1998
         ------------------------------------

         In the second quarter of fiscal 2000, the Company had net sales of
         $16.7 million compared with $19.0 million in the corresponding period
         of fiscal 1999, a decrease of $2.3 million or 12.1%. The sale of the
         operating assets of GB Labels in August 1999 and the container portion
         of Niemand in June 1999 accounted for $2.0 million of the decrease.
         Sales also declined slightly at Great Plains, primarily due to changes
         in the customer and product mix.

         Cost of goods sold decreased $2.4 million or 15.1% to $13.6 million in
         the second quarter of fiscal 2000 compared to $16.0 million in the
         second quarter of fiscal 1999. Expressed as a percentage of net sales,
         cost of goods sold decreased in the second quarter of fiscal 2000 to
         81.5% compared to 84.4% in the corresponding period of fiscal 1999. As
         a result of the Company's continuing cost control efforts, cost of
         goods sold in actual dollars and as a percentage of net sales continues
         to decline for the folding carton divisions. The sale of the operating
         assets of GB Labels in August 1999 and the container portion of Niemand
         in June 1999 accounted for $1.9 million of the decrease. Labor costs in
         general also decreased as productivity improved (as measured by
         throughput per employee) and overtime was reduced, most notably at two
         of the Company's subsidiaries; RidgePak Corporation (dba "Flashfold
         Carton") and Standard Packaging & Printing Corp. ("Standard
         Packaging"). In addition, depreciation expense has been reduced at
         Flashfold Carton, as a result of the long-lived asset impairment
         write-down at the end of the third quarter of fiscal 1999.

         Selling expenses decreased $0.2 million or 16.8% to $0.7 million in the
         second quarter of fiscal 2000 from $0.9 million in the corresponding
         period of fiscal 1999. Expressed as a percentage of net sales, selling
         expenses decreased slightly to 4.3% in the second quarter of fiscal
         2000, compared with 4.5% in the corresponding period of fiscal 1999.
         Selling expenses decreased primarily as a result of reorganizing the
         Company's sales force and internalizing previously out-sourced
         functions within its marketing programs. An additional $0.1 million in
         reductions came from the sale of the operating assets of GB Labels in
         August 1999 and the container portion of Niemand in June 1999.

                                       5
<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         General and administrative expenses decreased $0.1 million or 8.9% to
         $1.2 million in the second quarter of fiscal 2000 from $1.3 million in
         the corresponding period of fiscal 1999. The decrease is primarily the
         result of the sale of the operating assets of GB Labels in August 1999
         and the container portion of Niemand in June 1999. Expressed as a
         percentage of net sales, general and administrative expenses increased
         slightly to 7.0% in the second quarter of fiscal 2000, compared with
         6.8% in the corresponding period of fiscal 1999.

         In connection with the Company's strategic plan, the Company sold the
         operating assets of GB Labels, effective August 30, 1999. The Company
         recorded a pre-tax non-cash charge of $82,000 in the fourth quarter of
         fiscal 1999 to write-down the carrying amount of GB Labels' fixed
         assets sold to fair value less cost to sell. No gain or loss was
         recorded on the sale in fiscal 2000.

         Total interest expense remained relatively constant at $0.8 million in
         the second quarter of fiscal 2000 compared to the corresponding period
         of fiscal 1999. This is the result of a blend of $5.0 million in lower
         average borrowings coupled with slightly higher average interest rates
         of 1.2%.

         The income tax provision as a percentage of pre-tax income for the
         three months ended December 31, 1999 is 44.6%, which differs from the
         statutory rate primarily as a result of non-deductible amortization of
         excess of purchase price over net assets acquired. The equivalent tax
         rate was an income tax benefit of 24.8% for the corresponding period in
         the prior year.

         Six Months Ended December 31, 1999 Compared to
         Six Months Ended December 31, 1998
         ----------------------------------

         In the first six months of fiscal 2000, the Company had net sales of
         $34.3 million compared with $39.2 million in the corresponding period
         of fiscal 1999, a decrease of $4.9 million or 12.5%. The sale of the
         operating assets of GB Labels in August 1999 and the container portion
         of the Company's Niemand subsidiary in June 1999 accounted for $4.0
         million of the decrease. Sales of folding cartons declined slightly,
         primarily due to changes in the customer and product mix, as well as,
         product changes made by existing customers.

         Cost of goods sold decreased $5.1 million or 15.4% to $27.9 million in
         the first six months of fiscal 2000 compared to $33.0 million in the
         first six months of fiscal 1999. Expressed as a percentage of net
         sales, cost of goods sold decreased in the first six months of fiscal
         2000 to 81.4% compared to 84.2% in the corresponding period of fiscal
         1999. As a result of the Company's continuing cost control efforts,
         cost of goods sold in actual dollars and as a percentage of net sales
         continues to decline for the folding carton divisions. The sale of the
         operating assets of GB Labels in August 1999 and the container portion
         of Niemand in June 1999 accounted for $3.8 million of the decrease.
         Standard Packaging continues to benefit from renegotiated prices with
         suppliers and the internalization of the die making and ink mixing
         processes. Labor costs in general also decreased as productivity
         improved (as measured by throughput per employee) and overtime was
         reduced, most notably at Flashfold Carton and Standard Packaging. In
         addition, depreciation expense has been reduced at Flashfold Carton, as
         a result of the long-lived asset impairment write-down at the end of
         the third quarter of fiscal 1999. These cost improvements were
         partially offset by certain cost increases. The folding carton
         divisions incurred a slight increase in raw material prices. Standard
         Packaging incurred higher overhead costs due to higher than anticipated
         costs for

                                       6
<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         payment of run-out claims relating to its previous medical plan and
         previous years' workers compensation claims, and increased repair and
         maintenance costs as a result of the overall timing of necessary
         equipment repairs.

         Selling expenses decreased $0.2 million or 14.8% to $1.5 million in the
         first six months of fiscal 2000 from $1.7 million in the corresponding
         period of fiscal 1999. Expressed as a percentage of net sales, selling
         expenses decreased slightly to 4.3% in the first six months of fiscal
         2000, compared with 4.5% in the corresponding period of fiscal 1999.
         Selling expenses decreased primarily as a result of reorganizing the
         Company's sales force and internalizing previously out-sourced
         functions within its marketing programs. An additional $0.1 million in
         reductions came from the sale of the operating assets of GB Labels in
         August 1999 and the container portion of Niemand in June 1999.

         General and administrative expenses decreased $0.3 million or 13.0% to
         $2.5 million in the first six months of fiscal 2000 from $2.8 million
         in the corresponding period of fiscal 1999. Expressed as a percentage
         of net sales, general and administrative expenses remained level at
         7.2%. General and administrative expenses decreased primarily as a
         result of the relocation of the corporate headquarters in the second
         quarter of fiscal 1999 and the continued cost reduction efforts of
         Flashfold Carton. An additional $0.1 million in reductions came from
         the sale of the operating assets of GB Labels in August 1999 and the
         container portion of Niemand in June 1999.

         Effective August 30, 1999, as discussed in the three-month analysis,
         the Company sold the operating assets of GB Labels.

         Total interest expense decreased $0.1 million or 7.3% to $1.6 million
         in the first six months of fiscal 2000 from $1.7 million in the
         corresponding period of fiscal 1999. The decrease is primarily the
         result of $2.9 million in lower average borrowings.

         The income tax provision as a percentage of pre-tax income for the six
         months ended December 31, 1999 was 44.3%, which differs from the
         statutory rate primarily as a result of non-deductible amortization of
         the excess of purchase price over net assets acquired. The equivalent
         tax rate was an income tax benefit of 22.8% for the corresponding
         period in the prior year.

         FINANCIAL CONDITION

         The Company's credit 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"). As
         amended on September 29, 1999, the remaining balance of the term loan
         is due in monthly installments of $208,333 through July 2000 and
         $229,167 through April 2003, with the balance of $11,299,435 due on
         July 31, 2003.

         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.

                                       7
<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) $15
         million or (2) the sum of (a) up to 85% of the Company's eligible
         accounts receivable plus (b) up to 60% of the Company's eligible
         inventory. At no time may the sum of aggregated loan advances
         outstanding under the Revolver, plus the aggregated amount of letter of
         credit guarantees then extended, exceed loan availability.

         As of December 31, 1999, all outstanding letters of credit were
         guaranteed by First Source. The Company pays a letter of credit fee of
         2.75% to guarantee availability under the Revolver. Outstanding letters
         of credit at December 31, 1999 amounted to $222,000 and relate to
         workman's compensation insurance policies.

         The First Source credit facility contains certain restrictive covenants
         including financial covenants related to Net Worth, Minimum Interest
         Coverage Ratio, Capital Expenditures, Debt Ratio and Fixed Charge
         Coverage. As of December 31, 1999, the Company was in compliance with
         all financial covenants.

         The Revolver currently bears interest at First Source's prime rate plus
         1.25%, while the term loan currently bears interest at First Source's
         prime rate plus 1.75%. The Company also pays a commitment fee of 0.5%
         on the unused portion of the Revolver. First Source's prime rate was
         8.50% at December 31, 1999.

         At December 31, 1999, the Company had working capital of $3.5 million,
         as compared to $3.4 million at July 3, 1999. Historically, the
         Company's liquidity requirements have been met by a combination of
         funds provided by operations and its revolving credit agreements. Funds
         provided by operations during the six months ended December 31, 1999
         were $1.8 million compared with funds used of $1.5 million in the
         corresponding period in fiscal 1999. The cash outflow from operations
         in the six months ended December 31, 1998 was largely due to the
         significant amount of payables paid during that time period, as a
         result of the refinancing. The Company had available to it unused
         borrowing capacity of $0.7 million as of December 31, 1999.

         During the six months ended December 31, 1999, capital expenditures
         totaled $0.2 million compared with $0.5 million in the corresponding
         period in fiscal 1999, and consisted primarily of additions to
         machinery and equipment and capital improvements. The Company makes
         capital improvements to improve 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 leverage the success
         of the Company's Great Plains division to improve the performance of
         the Company's other folding carton divisions. The Company has
         identified and is pursuing opportunities for profit enhancement at both
         Standard Packaging and Flashfold Carton. As part of the strategy of
         focusing on folding cartons, the Company has sold the operating assets
         of two of its subsidiaries, GB Labels and Niemand. GB Labels was sold
         in August 1999, while Niemand was divested in two stages; the container
         portion in June 1999 and the remainder in February 2000.

                                       8
<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

         YEAR 2000

         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 these 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 successfully made the transition to the year 2000
         subsequent to the second fiscal quarter ended December 31, 1999, and it
         appears that the Company's major IT and non-IT systems are compliant
         with the Year 2000 requirements. The Company has experienced no adverse
         consequences as a result of third parties or external factors being
         non-compliant. Pursuant to the Company's Year 2000 contingency plan, it
         will continue to monitor the status of all its systems over the year
         for any potential delayed or suppressed Year 2000 problems.

         The Company's Niemand division incurred costs totaling approximately
         $90,000 in upgrading all of its manufacturing and financial software
         and hardware systems to be Year 2000 compliant. All other costs
         incurred as a result of ensuring Year 2000 compliance were expensed or
         capitalized as software purchases in the normal course of operations of
         the Company. Any additional costs for the Year 2000 project were
         reflected as general and administrative costs incurred in the normal
         course of operations, due to the Company's internal IT department
         managing the project.


         FORWARD-LOOKING STATEMENTS

         Statements that are not historical facts, including statements about
         the Company's confidence in its prospects and strategies, 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) the introduction of
         competing products by other firms; (5) pressure on prices from
         competition or purchasers of the Company's products; (6) continued
         stability in other raw material prices, including oil-based resin and
         plastic film; (7) whether the Company will be able to pass on to its
         customers price increases for paper and paperboard products in fiscal
         2000; (8) whether or not management will be successful in sufficiently
         improving sales and profitability at Flashfold Carton and Standard
         Packaging; (9) the impact of government regulation on the Company's
         manufacturing, including whether or not

                                       9
<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         additional capital expenditures will be needed to comply with
         applicable environmental laws and regulations as the Company's
         production increases; (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 and (11) the outcome
         of the Company's lawsuit against Anthem Health Plans. 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 hereof. The Company 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 and 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 December 31, 1999 was at variable interest
         rates. A hypothetical 10% change in interest rates would have had a
         $0.2 million impact on interest expense for the six months ended
         December 31, 1999.

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                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On April 28, 1999, the Company filed a lawsuit captioned Gibraltar
         Packaging Group, Inc. v. Anthem Health Plans, d.b.a. Anthem Blue Cross
         and Blue Shield of Connecticut ("Anthem"), Case No. 3:99DV00785, in the
         United States District Court for the District of Connecticut. The
         Company is seeking damages for Anthem's alleged breach of a contract
         for health insurance for employees of the Company. While the Company
         initiated this action, it anticipates that Anthem will file a
         counterclaim for unpaid premiums. The amount of the anticipated
         counterclaim is presently unknown, and there can be no assurances that
         the outcome of a potential counterclaim would not have an adverse
         impact on the Company. In December 1999, the parties participated in a
         settlement mediation at which it was determined that additional
         information should be gathered through depositions. A second settlement
         mediation will be scheduled before the end of the fourth quarter of
         fiscal year 2000.

         From time to time, the Company is a party to certain other 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

         At the Company's Annual Meeting of Stockholders' on November 10, 1999,
         a total of 4,560,930 shares, or 90.47%, of outstanding shares were
         represented and entitled to vote.

         The following members were elected to the Board of Directors:

                                               FOR           WITHHOLD

         David G. Chandler                  4,301,786         259,144
         John W. Lloyd                      4,392,177         168,753
         Walter E. Rose                     4,292,215         268,715
         Robert G. Shaw                     4,392,177         168,753
         John D. Strautnieks                4,301,786         259,144

         The following proposal was approved:

                  Ratification of Deloitte & Touche LLP as the independent
                  auditors for the Company for the 2000 fiscal year.

              Affirmative Votes:    4,558,516
              Negative Votes:           1,800
              Abstentions:                614

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                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

     (a) Exhibits:

         10.51    Seventh Amendment to Secured Credit Agreement, dated November
                  19, 1999, among Gibraltar Packaging Group, Inc., various
                  financial institutions and First Source Financial LLP,
                  Individually and as agent.

         10.52    Further Agreement Concerning Employment, dated January 23,
                  2000, between Gibraltar Packaging Group, Inc. and John W.
                  Lloyd.

         10.53    Asset Purchase Agreement, dated November 3, 1999, among
                  TEKPAK, Inc., Niemand Industries, Inc. and Gibraltar Packaging
                  Group, Inc.

         27.1     Financial Data Schedule


     (b) Reports on Form 8-K:

                  None


                                    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:   February 11, 2000    By:  /s/  John W. Lloyd
                -------------------      ------------------------------
                                         John W. Lloyd, Chief Financial Officer

                                         Signing on behalf of the registrant and
                                         as principal financial officer

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