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


                                    FORM 10-Q

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



For the quarterly period ended:     March 31, 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                             68901-2148
 (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 March 31, 1999, there were 5,041,544 shares of the Company's
common stock, par value $0.01 per share, issued and outstanding.


<PAGE>
<TABLE>
<CAPTION>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                                      INDEX




                                                                                                        Page Number

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)

<S>                                                                                                               <C>
              Consolidated Balance Sheets                                                                         1
                As of March 31, 1999 and June 27, 1998

              Consolidated Statements of Operations for the                                                       2
                Three Months Ended March 31, 1999 and 1998 and
                Nine Months Ended March 31, 1999 and 1998

              Consolidated Statements of Cash Flows for the                                                       3
                Nine Months Ended March 31, 1999 and 1998

              Notes to Consolidated Financial Statements                                                          4

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

Item 3.       Quantitative and Qualitative Disclosures About Market Risk                                         12
PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                                                                  13

Item 4.       Submission of Matters to a Vote of Security Holders                                                14

Item 6.       Exhibits and Reports on Form 8-K                                                                   14

              Signature                                                                                          14

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                 (In thousands except share and per share data)
                                                                            March 31,             June 27,
                                                                              1999                  1998
                                                                            ---------             --------
ASSETS
CURRENT ASSETS:
<S>                                                                         <C>                   <C>
      Cash                                                                  $    82               $   114
      Accounts receivable (Net of allowance for
      doubtful accounts of $208 and $162, respectively)                       6,668                 7,820
      Inventories                                                             9,816                10,667
      Deferred income taxes                                                   1,513                   892
      Prepaid and other current assets                                          611                   483
                                                                             ------                ------
      Total current assets                                                   18,690                19,976
PROPERTY, PLANT AND EQUIPMENT - Net                                          21,492                25,362

EXCESS OF PURCHASE PRICE OVER NET
      ASSETS ACQUIRED (Net of accumulated
      amortization of $1,763 and $3,368, respectively)                        4,577                13,775
OTHER ASSETS (Net of accumulated amortization
      of $129 and $1,199, respectively)                                         910                   258
                                                                             ------                ------
TOTAL                                                                       $45,669               $59,371
                                                                            =======               =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Checks not yet presented                                              $   498               $ 1,119
      Current portion of long-term debt                                       2,415                 2,034
      Accounts payable                                                        7,729                 9,310
      Accrued expenses                                                        2,535                 2,344
      Income taxes payable                                                        -                   200
                                                                             ------                ------
      Total current liabilities                                              13,177                15,007
LONG-TERM DEBT - Net of current portion                                      29,176                27,872
DEFERRED INCOME TAXES                                                         1,659                 1,659
OTHER LONG-TERM LIABILITIES                                                     687                   815
                                                                             ------                ------
      Total liabilities                                                      44,699                45,353
                                                                             ------                ------
STOCKHOLDERS' EQUITY:
      Preferred stock, $.01 par value; 1,000,000 shares
        authorized; none issued                                                   -                     -
      Common stock, $.01 par value; 10,000,000 shares
        authorized; 5,041,544 issued and outstanding                             50                    50
      Additional paid-in capital                                             28,162                28,162
      Accumulated deficit                                                   (27,242)              (14,194)
                                                                             ------                ------
      Total stockholders' equity                                                970                14,018
                                                                             ------                ------
TOTAL                                                                       $45,669               $59,371
                                                                            =======               =======

</TABLE>

   See notes to unaudited consolidated financial statements.

                                       1

<PAGE>
                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                 (In thousands except share and per share data)
<TABLE>
<CAPTION>
                                                                       Three Months Ended                   Nine Months Ended
                                                                           March 31,                             March 31,
                                                                ----------------------------        ----------------------------
                                                                     1999              1998                1999            1998
                                                                     ----              ----                ----            ----

<S>                                                             <C>               <C>               <C>               <C>
NET SALES                                                       $   19,015        $   18,954        $   58,180        $   56,901
COST OF GOODS SOLD                                                  17,098            15,790            50,084            47,966
                                                                 ---------         ---------         ---------         ---------
GROSS PROFIT                                                         1,917             3,164             8,096             8,935
                                                                 ---------         ---------         ---------         ---------
OPERATING EXPENSES:
   Selling                                                             851               938             2,594             3,169
   General and administrative                                        1,344             1,484             4,177             6,007
   Amortization of excess of purchase price
    over net assets acquired                                           103               145               309               438
   Restructuring charges                                                 -                 -               235               170
   Impairment of long-lived assets                                  11,861                 -            11,861                 -
                                                                 ---------         ---------         ---------         ---------
     Total operating expenses                                       14,159             2,567            19,176             9,784
                                                                 ---------         ---------         ---------         ---------
INCOME (LOSS) FROM OPERATIONS                                      (12,242)              597           (11,080)             (849)
OTHER EXPENSE (INCOME):
   Interest expense                                                    790               733             2,495             2,246
   Other income                                                         (4)               (4)              (11)              (53)
                                                                 ---------         ---------         ---------         ---------
   Other expense - net                                                 786               729             2,484             2,193
                                                                 ---------         ---------         ---------         ---------
LOSS BEFORE INCOME TAXES                                           (13,028)             (132)          (13,564)           (3,042)
INCOME TAX (BENEFIT) PROVISION                                        (394)                5              (516)           (1,042)
                                                                 ---------         ---------         ---------         ---------
NET LOSS                                                          $(12,634)            $(137)         $(13,048)          $(2,000)
                                                                 =========         =========         =========         =========
BASIC AND DILUTED PER COMMON SHARE AMOUNTS:
   Net Loss                                                         $(2.51)           $(0.03)           $(2.59)           $(0.40)
                                                                 =========         =========         =========         =========
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>
<TABLE>
<CAPTION>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (In thousands)
                                                                                              Nine Months Ended
                                                                                                  March 31,
                                                                                      -----------------------------
                                                                                         1999                 1998
                                                                                         ----                 ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>                   <C>
       Net loss                                                                       $(13,048)             $(2,000)
       Adjustments to reconcile net loss to
       net cash provided by operating activities:
       Impairment write-down of long-lived assets                                       11,861                    -
       Depreciation and amortization                                                     2,248                3,087
       Gain on sale of property, plant and equipment                                        (1)                 (53)
       Write-off of long-lived assets                                                       61                    -
       Changes in operating assets and liabilities:
       Accounts receivable - net                                                         1,152                1,449
       Inventories                                                                         851               (1,276)
       Income taxes                                                                       (821)              (1,958)
       Prepaid expenses and other assets                                                   (76)                (246)
       Accounts payable                                                                 (2,202)               3,016
       Accrued expenses and other liabilities                                               63                  364
                                                                                      --------              -------
       Net Cash Provided by Operating Activities                                            88                2,383
                                                                                      --------              -------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of property, plant and equipment                                   5                   96
       Purchases of property, plant and equipment                                         (987)              (1,761)
                                                                                      --------              -------

       Net Cash Used in Investing Activities                                              (982)              (1,665)
                                                                                      --------              -------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings under revolving credit facility                                    2,448                1,705
       Net principal repayments of long-term debt                                      (31,648)              (2,224)
       Proceeds from refinancing                                                        30,830                    -
       Refinancing costs                                                                  (823)                   -
       Net activity under capital leases                                                    55                 (106)
                                                                                      --------              -------

       Net Cash Provided by (Used In) Financing Activities                                 862                 (625)
                                                                                      --------              -------

NET INCREASE (DECREASE) IN CASH                                                            (32)                  93
CASH AT BEGINNING OF PERIOD                                                                114                  115
                                                                                      --------              -------
CASH AT END OF PERIOD                                                                  $    82               $  208
                                                                                      ========              =======
</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
         March 31, 1999, and the results of its operations and cash flows for
         the periods presented herein. Results for the nine months ended March
         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
         June 27, 1998 and the notes thereto contained in the Company's Annual
         Report on Form 10-K.

B.       INVENTORIES

         Inventories consisted of the following (IN THOUSANDS):
<TABLE>
<CAPTION>

                                                                               March 31,                June 27,
                                                                                 1999                     1998
                                                                           -------------             --------------
<S>                                                                        <C>                       <C>
              Finished goods                                               $       5,902             $        6,506
              Work in process                                                      1,203                      1,396
              Raw materials                                                        2,264                      2,319
              Manufacturing supplies                                                 447                        446
                                                                           -------------             --------------
                                                                           $       9,816             $       10,667
                                                                           =============             ==============
</TABLE>

C.       NET INCOME (LOSS) PER COMMON SHARE

         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.

D.       ADOPTION OF SFAS 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.

                                       4

<PAGE>


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


E.       RESTRUCTURING CHARGES

         In the second quarter of fiscal 1999, the Company recorded a
         restructuring charge of $0.2 million consisting of severance costs for
         corporate personnel, the write-off of leasehold improvements and moving
         costs associated with relocating the corporate functions to its
         Hastings, Nebraska facility.

F.       STOCK APPRECIATION RIGHTS

         On November 30, 1998, the Company established the 1998 Stock
         Appreciation Rights Plan (the "Plan") to be administered by the
         Compensation Committee of the Company's Board of Directors. The Plan
         provides for the discretionary granting of Stock Appreciation Rights
         ("SAR") to key employees of the Company. SARs held by grantees under
         the Plan entitle the holder to cash payments only.

         Effective January 15, 1999, 150,000 SARs valued at $2.25 each and
         150,000 SARs valued at $3.00 each were granted to officers of the
         Company. The SARs vest at 20% per year through the maturity date of
         June 30, 2003.

G.       IMPAIRMENT OF LONG-LIVED ASSETS

         Recoverability of long-lived assets not held for sale are evaluated by
         measuring the carrying amount of the assets against the estimated
         undiscounted future cash flows associated with them. On March 31, 1999,
         the Company recorded a pre-tax non-cash charge of $11.9 million to
         write-down the carrying amount of goodwill and fixed assets of its
         subsidiary RidgePak Corporation dba ("Flashfold Carton") to estimated
         fair value. Estimated fair value was determined by discounting future
         cash flows.

         The Flashfold Carton facility has been experiencing declining sales and
         profitability for the past three years. In the first quarter of fiscal
         1999, the facility was put under the operating control of the Gibraltar
         Packaging Group, Inc. dba ("Great Plains") management team in an
         attempt to improve operating results. Management's projections of
         future operating cash flows during the first two quarters of fiscal
         1999 continued to reflect planned operating improvements. During the
         third quarter of fiscal 1999, it was determined that the planned
         operating improvements could not be realized in the time period or to
         the degree estimated. The impairment loss resulted in a complete
         write-off of goodwill and reducing the carrying value of fixed assets
         at Flashfold Carton.

H.       RECLASSIFICATION

         Certain amounts in the fiscal 1998 financial statements have been
         reclassified to conform with the fiscal 1999 presentation.


                                       5
<PAGE>





                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

         RECENT EVENTS:

         On February 25, 1999, the Company announced that its common stock, par
         value $0.01 per share ("Common Stock"), was de-listed from the Nasdaq
         National Market ("National Market"). Nasdaq took this action because
         the Company did not meet Nasdaq's National Market requirement that
         listed companies maintain net tangible assets of at least $4.0 million.
         In addition, the Company was not 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 Common Stock of the Company is currently trading on the
         OTC Bulletin Board.

         On March 1, 1999, the Company announced a definitive agreement to sell
         the machinery, equipment and inventory of the container business of its
         Niemand Industries, Inc. ("Niemand") subsidiary based in Marion,
         Alabama, to Robinson JDM Ltd. of Toronto, Canada. Niemand's container
         business accounts for approximately half of Niemand's sales. There will
         be no gain or loss recorded on the sale, which is expected to be
         completed in the fourth quarter of fiscal 1999. The Company is in
         discussion with other parties, including Niemand management, for the
         sale of the remaining assets of Niemand. The Company anticipates that
         the sale of all or part of the remaining assets of Niemand will be
         completed by the end of the fiscal year.

         RESULTS OF OPERATIONS:

         Three Months Ended March 31, 1999 Compared to
         Three Months Ended March 31, 1998

         Net sales remained level at $19.0 million for both third quarters of
         fiscal 1999 and 1998. Sales of folding cartons increased slightly, as
         sales to major customers and new business in the third quarter of
         fiscal 1999 increased over the corresponding period in the previous
         year. Sales of tubular, spiral-wound paper packaging products and
         pressure-sensitive labels decreased slightly compared with prior year
         levels.

         Cost of goods sold increased $1.3 million or 8.3% to $17.1 million in
         the third quarter of fiscal 1999 compared to $15.8 million in the third
         quarter of fiscal 1998. Expressed as a percentage of net sales, cost of
         goods sold increased in the third quarter of fiscal 1999 to 89.9%
         compared to 83.3% in the corresponding period of fiscal 1998. Raw
         material costs continued to decline at the Standard Packaging &
         Printing Corp. ("Standard Packaging") subsidiary as a result of
         renegotiated prices with suppliers and the internalization of the die
         making and ink mixing processes. As a result of writing down the
         carrying amount of goodwill and fixed assets for Niemand to estimated
         fair market value less cost to sell at the end of fiscal 1998,
         depreciation expense has also been significantly reduced in fiscal
         1999. Margins at Flashfold Carton were below plan and compared to the
         prior year as a result of special inventory valuation adjustments.
         Niemand suffered adverse product mix changes as sales of their higher
         margin products declined. Repair and maintenance costs increased as a
         result of the overall timing of specific repairs on equipment.

                                       6
<PAGE>



                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         Selling expenses expressed as a percentage of net sales decreased to
         4.5% in the third quarter of fiscal 1999, compared with 4.9% in the
         corresponding fiscal 1998 period, primarily as a result of an overall
         decrease in the size of the Company'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 7.1% in the third quarter of fiscal 1999, compared
         with 7.8% in the corresponding fiscal 1998 period. The Company
         continues to realize the cost savings benefits of the relocation of the
         Company's corporate functions from Westport, Connecticut to its
         Hastings, Nebraska facility in the second quarter of fiscal 1999.

         On March 31, 1999, as a result of the Company's evaluation of the
         recoverability of long-lived assets not held for sale, the Company
         recorded a pre-tax non-cash charge of $11.9 million to write-down the
         carrying amount of goodwill and fixed assets of Flashfold Carton to
         estimated fair value. Estimated fair value was determined based on
         discounting estimated future cash flows associated with Flashfold
         Carton.

         The Flashfold Carton facility has been experiencing declining sales and
         profitability for the past three years. In the first quarter of fiscal
         1999, the facility was put under the operating control of the Company's
         Great Plains management team in an attempt to improve operating
         results. Management's projections of future operating cash flows during
         the first two quarters of fiscal 1999 continued to reflect planned
         operating improvements. During the third quarter of fiscal 1999, it was
         determined that the planned operating improvements could not be
         realized in the time period or to the degree estimated. The impairment
         loss resulted in a complete write-off of goodwill and reducing the
         carrying value of fixed assets at Flashfold Carton.

         Total interest expense for the third quarter of fiscal 1999 increased
         to $0.8 million from $0.7 million in the third quarter of fiscal 1998,
         an increase of 7.8%. This is a result of higher average borrowings of
         approximately $2.6 million.

         The income tax benefit as a percentage of pre-tax loss for the three
         months ended March 31, 1999 was 3.6%, which differs from the statutory
         rate primarily as a result of non-deductible amortization of the excess
         of purchase price over net assets acquired and because a significant
         portion of the impairment charge will provide no current or future tax
         benefit. The equivalent tax rate was 3.8% for the corresponding period
         in the prior year.


                                       7
<PAGE>



                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         Nine Months Ended March 31, 1999 Compared to
         Nine Months Ended March 31, 1998
         ------------------------------------------------------

         Net sales increased $1.3 million, or 2.2%, to $58.2 million during the
         first nine months of fiscal 1999 from $56.9 million during the first
         nine months of fiscal 1998. Sales of folding cartons in the first nine
         months of fiscal 1999 increased over the corresponding period in fiscal
         1998, most notably at Great Plains and Standard Packaging. Sales of
         pressure-sensitive labels decreased compared with prior year levels.

         Cost of goods sold increased $2.1 million, or 4.4% for the nine months
         ended March 31, 1999, compared with the corresponding period in fiscal
         1998. Expressed as a percentage of net sales, cost of goods sold
         increased in the first nine months of fiscal 1999 to 86.1% compared to
         84.3% in the corresponding period of fiscal 1998. Raw material costs
         continued to decline at Standard Packaging as a result of renegotiated
         prices with suppliers and the internalization of the die making and ink
         mixing processes. Product mix for Great Plains improved, allowing it to
         schedule and run jobs more efficiently and cost effectively. Labor
         costs at Flashfold Carton also decreased due to less overtime and more
         emphasis placed on reducing labor costs. As a result of writing down
         the carrying amount of goodwill and fixed assets for Niemand to
         estimated fair market value less cost to sell at the end of fiscal
         1998, depreciation expense has also been significantly reduced in
         fiscal 1999. Margins at Flashfold Carton were below plan and compared
         to the prior year as a result of special inventory valuation
         adjustments. Niemand suffered adverse product mix changes as sales of
         their higher margin products declined. Standard Packaging experienced
         increased manufacturing costs primarily attributable to higher labor
         costs associated with servicing customer demands and higher repair and
         maintenance costs.

         Selling expenses expressed as a percentage of net sales decreased to
         4.5% in the first nine months of fiscal 1999, compared with 5.6% in the
         first nine months of fiscal 1998, primarily as a result of an overall
         decrease in the size of the Company'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 decreased $1.8 million, or 30.5%.
         The Company continues to realize the cost savings benefits of the
         second quarter fiscal 1998 restructuring program. In addition, general
         and administrative expenses were lower as a result of the relocation of
         the Company's corporate functions from Westport, Connecticut to its
         Hastings, Nebraska facility in the second quarter of fiscal 1999.
         Included in general and administrative expenses in the second quarter
         of fiscal 1998 is an increase in receivable and other reserves of $0.6
         million and a charge for severance and relocation costs of
         approximately $0.5 million.

         In the second quarter of fiscal 1999, the Company recorded a
         restructuring charge of $0.2 million consisting of severance costs for
         corporate personnel, the write-off of leasehold improvements and moving
         costs associated with relocating the corporate functions to its
         Hastings, Nebraska facility.


                                       8
<PAGE>



                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

         On March 31, 1999, as discussed in the three month analysis, the
         Company recorded a pre-tax non-cash charge of $11.9 million to
         write-down the carrying amount of goodwill and fixed assets of
         Flashfold Carton to estimated fair value.

         Total interest expense for the first nine months of fiscal 1999
         increased $0.3 million, or 11.1%, to $2.5 million from $2.2 million in
         the first nine months of fiscal 1998. In the second quarter of fiscal
         1998, the Company incurred fees in amending the Company's revolving
         credit facility. The lower amendment fees in the first nine months of
         fiscal 1999 were offset by increased interest expense as a result of
         higher average borrowings of approximately $2.5 million, coupled with
         higher interest rates.

         The income tax benefit as a percentage of pre-tax loss for the nine
         months ended March 31, 1999 was 4.4%, which differs from the statutory
         rate primarily as a result of non-deductible amortization of excess of
         purchase price over net assets acquired and because a significant
         portion of the impairment charge will provide no current or future tax
         benefit. The equivalent tax rate was 34.3% 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). 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 proceeds from the 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
         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.

         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) the
         Revolver Commitment 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 March 31, 1999, all outstanding Letters of Credit are 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 March 31, 1999 amounted to $222,000 and relate to workman's
         compensation insurance policies.

                                       9
<PAGE>



                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

         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 March 31, 1999, the Company was not in compliance with
         certain financial covenants. First Source has amended the credit
         agreement with the Company to waive covenants relating to Net Worth,
         Minimum Interest Coverage Ratio, Debt Ratio and Fixed Charge Coverage
         as of March 31, 1999.

         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 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 interest rates at March 31, 1999 were at prime. First Source's
         prime rate was 7.75% at March 31, 1999. Under the terms of the amended
         credit agreement, the LIBOR option was suspended, effective January 25,
         1999, until the Company achieves the covenant levels required by the
         amended credit agreement. Additionally, the amendment increased
         interest rates to First Source's prime rate plus 1.25% for the Revolver
         and First Source's prime rate plus 1.75% for the term loan, effective
         May 14, 1999.

         At March 31, 1999, the Company had working capital of $5.5 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 was made possible by increased borrowing capacity as a
         result of the debt refinancing described above. The Company had
         available to it unused borrowing capacity of $2.8 million as of March
         31, 1999.

         During the nine months ended March 31, 1999, capital expenditures
         totaled $1.0 million compared with $1.8 million in the corresponding
         period in fiscal 1998, and consisted primarily of building expansion
         and additions to machinery and equipment. 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 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
         opportunities for profit enhancement at Standard Packaging. After the
         write-down at Flashfold Carton, the Company will continue to strive to
         identify opportunities for profit enhancement at that facility.
         Additionally, in the second quarter of fiscal 1999, the Company
         relocated the corporate office and consolidated the Company's
         administrative functions at the Great Plains' operation in Hastings,
         Nebraska. As part of the strategy of focusing on folding cartons, the
         Company has reached a definitive agreement with Robinson JDM Ltd. of
         Toronto, Canada to sell the container portion of Niemand. The Company
         is in discussions with other parties for the sale of the remaining
         assets of Niemand.

         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.

                                       10
<PAGE>



                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

         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, Flashfold Carton and Standard Packaging)
         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 has
         completed its evaluation of vendors to upgrade all IS systems for Year
         2000 compliance. The budget for these upgrades is $80,000, and Niemand
         anticipates completion of these upgrades by June 1999.

         In fiscal 1998 the Company began 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 does
         not expect that the cost for subsequent upgrades will be material to
         the Company's consolidated financial statements.

         In addition to reviewing its internal systems, the Company has sent out
         surveys and questionnaires to its significant vendors to initiate
         communications concerning Year 2000 compliance. All responses to date
         indicate these significant vendors will be Year 2000 compliant prior to
         calendar year 2000. 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 is preparing a contingency
         plan that will specify what it plans to do if it or significant
         external companies are not Year 2000 compliant in a timely manner. The
         Company expects to complete its contingency plan during calendar year
         1999.


                                       11
<PAGE>



                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

         FORWARD-LOOKING STATEMENTS

         Statements that are not historical facts, including statements about
         our confidence in the Company's prospects and strategies and our
         expectations about the Company's sales expansion, are forward-looking
         statements that involve risks and uncertainties. These risks and
         uncertainties include, but are not limited to, (1) 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 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;
         (5) whether the Company will be able to pass on to its customers price
         increases for paper and paperboard products in fiscal 1999; (6) whether
         the Company will be able to complete the sale of the remaining assets
         of Niemand on terms that are satisfactory to the Company; (7) whether
         or not management will be successful in sufficiently improving sales
         and profitability at Flashfold Carton; (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; (11) the
         introduction of competing products by other firms, and (12) whether the
         Company will be able to successfully complete its Year 2000 remediation
         prior to January 1, 2000, and the risk that not all of the Company's
         vendors and suppliers will be Year 2000 compliant. 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 must be considered by any investor or potential
         investor in the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's primary market risk is fluctuation in interest rates. All
         of the Company's debt at March 31, 1999 is at variable interest rates,
         and the Company has in the past utilized interest rate caps to reduce
         the impact of changes in interest rates. A hypothetical 10% change in
         interest rates would have had a $0.2 million impact on interest expense
         for the nine months ended March 31, 1999.



                                       12
<PAGE>

                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

         In May 1998, two lawsuits, captioned Monroe B. Moorefield et al v.
         Bernard H. Oakley, Sr., et al, File Number 98 CVS 990; and Harold L.
         Fogleman et al v. Bernard H. Oakley, Sr., et al, File Number 98 CVS
         989, were filed in Alamance County, State of North Carolina, alleging
         property damage and personal injury arising from the groundwater
         contamination at GB Labels, Inc. ("GB Labels"). The Company and GB
         Labels, among others, were also named as defendants in the lawsuits.
         The plaintiffs are all property owners, or their family members,
         residing near the GB Labels facility.

         In October 1998 the Fogleman plaintiffs dismissed without prejudice
         their personal injury claims against the Company. The Foglemans'
         property damage claims remain pending and the Company is pursuing
         discovery on these claims. The Company and GB Labels have in their
         responses to the complaints denied liability and intend to vigorously
         defend themselves. Although at this time, the Company cannot predict
         the outcome of this lawsuit, the Company does not believe that this
         lawsuit will have a material adverse effect on the business or
         financial condition of the Company.

         In November 1998 the Moorefield plaintiffs dismissed their entire
         complaint against the Company without prejudice. No Moorefield claims
         are pending against the Company.

         Although as described above, at this time certain claims have been
         dismissed, there can be no assurance that the Fogleman and/or
         Moorefield plaintiffs will not re-file their claims at a later date.

         Effective at the close of business on February 23, 1999 the Company's
         Common Stock was de-listed from the National Market. Nasdaq took this
         action because the Company did not meet Nasdaq's requirement that
         listed companies maintain net tangible assets of at least $4.0 million.
         The Company also was not 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
         Common Stock of the Company is currently being traded on the OTC
         Bulletin Board.

         .

                                       13
<PAGE>





                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

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

              None.

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

(a)      Exhibits:

10.41             Fourth Amendment to Secured Credit Agreement, dated May 15,
                  1999, among Gibraltar Packaging Group, Inc., various financial
                  institutions and First Source Financial LLP, Individually and
                  as agent.

27.1     Financial Data Schedule.


         (b) Reports on Form 8-K:

              The Company filed a Form 8-K on March 5, 1999, referencing its
              de-listing from the Nasdaq National Market. The de-listing took
              effect at close of business on February 23, 1999.


                                    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:     May 17, 1999              By: /s/ John W. Lloyd
         --------------------------      ---------------------------------------
                                         John W. Lloyd, Chief Financial Officer

                                         Signing on behalf of the registrant and
                                         as principal financial officer


                                       14