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, 2002
                                    -----------------

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


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


DELAWARE                                         47-0496290
(State of incorporation)                         (I.R.S. Employer
                                                 Identification Number)
2000 SUMMIT AVENUE
HASTINGS, NEBRASKA                               68901
(Address of principal executive offices)         (Zip Code)

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


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

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

         As of December 31, 2002, there were 5,041,544 shares of the Company's
common stock, par value $0.01 per share, issued and outstanding.
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES

                                      INDEX



                                                                     Page Number
                                                                     -----------

PART I.  FINANCIAL INFORMATION
-------  ---------------------

Item 1.  Financial Statements

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

         Consolidated Statements of Operations (Unaudited) for the         2
           Three and Six Months Ended December 31, 2002 and 2001

         Consolidated Statements of Cash Flows (Unaudited) for the         3
           Six Months Ended December 31, 2002 and 2001

         Notes to Consolidated Financial Statements (Unaudited)            4

Item 2.  Management's Discussion and Analysis of Financial                 7
           Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk       15

Item 4.  Controls and Procedures                                          15


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

Item 1.  Legal Proceedings                                                16

Item 4.  Submission of Matters to a Vote of Security Holders              16

Item 6.  Exhibits and Reports on Form 8-K                                 16

         Signature                                                        18

         Certifications Pursuant to 17 CFR Section 240.13a-14             19


<PAGE>


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

<TABLE>
<CAPTION>
                                                             December 31,   June 29,
                                                                2002         2002
                                                              --------     --------
                                                             (Unaudited)
<S>                                                           <C>          <C>
ASSETS
CURRENT ASSETS:
       Cash                                                   $    163     $     45
       Accounts receivable (NET OF ALLOWANCE FOR
         DOUBTFUL ACCOUNTS OF $256 AND $521, RESPECTIVELY)       4,827        5,432
       Inventories                                               7,161        7,317
       Deferred income taxes                                       703          703
       Prepaid and other current assets                            619          423
                                                              --------     --------
           Total current assets                                 13,473       13,920
PROPERTY, PLANT AND EQUIPMENT - NET                             15,403       15,687
GOODWILL                                                         4,112        4,112
OTHER ASSETS (NET OF ACCUMULATED AMORTIZATION
  OF $148 AND $83, RESPECTIVELY)                                   759          825
                                                              --------     --------
TOTAL                                                         $ 33,747     $ 34,544
                                                              --------     --------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
       Checks not yet presented                               $    652     $    718
       Current portion of long-term debt                         2,272        3,349
       Accounts payable                                          3,070        4,036
       Accrued expenses                                          2,637        3,254
                                                              --------     --------
           Total current liabilities                             8,631       11,357
LONG-TERM DEBT - Net of current portion                         14,557       14,917
DEFERRED INCOME TAXES                                            1,777          932
OTHER LONG-TERM LIABILITIES                                        429          430
                                                              --------     --------
           Total liabilities                                    25,394       27,636
                                                              --------     --------
STOCKHOLDERS' EQUITY:
       Preferred stock, $.01 par value; 1,000,000 shares
         authorized; none issued                                    --           --
       Common stock, $.01 par value; 10,000,000 shares
         authorized; 5,041,544 issued and outstanding               50           50
       Additional paid-in capital                               28,162       28,162
       Accumulated deficit                                     (19,859)     (21,304)
                                                              --------     --------
           Total stockholders' equity                            8,353        6,908
                                                              --------     --------
TOTAL                                                         $ 33,747     $ 34,544
                                                              ========     ========
</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           Six Months Ended
                                                     December 31,                December 31,
                                               ------------------------    ------------------------
                                                  2002          2001          2002          2001
                                               ----------    ----------    ----------    ----------
<S>                                            <C>           <C>           <C>           <C>
NET SALES                                      $   17,416    $   15,325    $   34,704    $   30,681
COST OF GOODS SOLD                                 13,946        12,362        27,809        24,719
                                               ----------    ----------    ----------    ----------
GROSS PROFIT                                        3,470         2,963         6,895         5,962
                                               ----------    ----------    ----------    ----------
OPERATING EXPENSES:
  Selling, general and administrative               1,946         1,886         3,929         3,782
  Amortization of goodwill                             --            33            --            67
                                               ----------    ----------    ----------    ----------
  Total operating expenses                          1,946         1,919         3,929         3,849
                                               ----------    ----------    ----------    ----------
INCOME FROM OPERATIONS                              1,524         1,044         2,966         2,113
OTHER EXPENSE (INCOME):
  Interest expense                                    251           609           523         1,041
  Other expense - net                                  16            12            34            28
                                               ----------    ----------    ----------    ----------
  Total other expense                                 267           621           557         1,069
                                               ----------    ----------    ----------    ----------
INCOME BEFORE INCOME TAXES                          1,257           423         2,409         1,044
INCOME TAX PROVISION                                  503           182           964           444
                                               ----------    ----------    ----------    ----------
NET INCOME                                     $      754    $      241    $    1,445    $      600
                                               ----------    ----------    ----------    ----------
BASIC AND DILUTED PER COMMON SHARE AMOUNTS:
  Net Income                                   $     0.15    $     0.05    $     0.29    $     0.12
                                               ----------    ----------    ----------    ----------
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,
                                                                    ---------------------
                                                                      2002         2001
                                                                    --------     --------
<S>                                                                 <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net income                                                   $  1,445     $    600
       Adjustments to reconcile net income to
        net cash flows from operating activities:
          Depreciation and amortization                                1,022        1,117
          Provision for losses on accounts receivable                      7          101
          Loss on sale of property, plant and equipment                   85            3
          Write-off of refinancing costs                                  --          260
          Deferred income taxes                                          845          357
          Changes in operating assets and liabilities:
            Accounts receivable                                          598          910
            Inventories                                                  156         (174)
            Prepaid expenses and other assets                           (163)         281
            Accounts payable                                          (1,032)      (1,823)
            Accrued expenses and other liabilities                      (618)          --
                                                                    --------     --------
          Net Cash Flows from Operating Activities                     2,345        1,632
                                                                    --------     --------

     CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of property, plant and equipment                31            6
       Purchases of property, plant and equipment                       (821)        (484)
                                                                    --------     --------

         Net Cash Flows from Investing Activities                       (790)        (478)
                                                                    --------     --------

     CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings (payments) under revolving credit facility         775       (1,684)
       Principal repayments of long-term debt                         (2,182)     (14,734)
       Repayments under capital leases                                   (30)          (9)
       Proceeds from refinancing                                          --       15,553
       Refinancing costs                                                  --         (310)
                                                                    --------     --------

       Net Cash Flows from Financing Activities                       (1,437)      (1,184)
                                                                    --------     --------

     NET INCREASE (DECREASE) IN CASH                                     118          (30)

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

     CASH AT END OF PERIOD                                          $    163     $    114
                                                                    ========     ========
</TABLE>


See notes to unaudited consolidated financial statements.


                                       3
<PAGE>


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


A.       GENERAL

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

B.       INVENTORIES

         Inventories consisted of the following (IN THOUSANDS):

                                               December 31,        June 29,
                                                   2002              2002
                                                 -------           -------
              Finished goods                     $ 5,005           $ 4,665
              Work in process                        924               935
              Raw materials                          987             1,414
              Manufacturing supplies                 245               303
                                                 -------           -------
                                                 $ 7,161           $ 7,317
                                                 =======           =======

C.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         On June 30, 2002, the Company adopted SFAS No. 142, GOODWILL AND OTHER
         INTANGIBLE ASSETS, which establishes the accounting for acquired
         goodwill and other intangible assets, and provides that goodwill and
         indefinite-lived intangible assets will not be amortized, but will be
         tested for impairment on an annual basis. The Company's related
         amortization consists solely of goodwill amortization, which has no
         income tax effect. Following is a reconciliation of net income as
         originally reported for the three and six month periods ended December
         31, 2002 and 2001, to adjusted net income (IN THOUSANDS):


                                       4
<PAGE>


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


                                      Three Months Ended    Six Months Ended
                                         December 31,         December 31,
                                      ------------------    ----------------
                                       2002        2001      2002      2001
                                      ------      ------    ------    ------
              Reported net income     $  754      $  241    $1,445    $  600
              Goodwill amortization       --          33        --        67
                                      ------      ------    ------    ------
              Adjusted net income     $  754      $  274    $1,445    $  667
                                      ======      ======    ======    ======

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

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

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

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

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

         In November 2002, the FASB issued Interpretation No. 45, GUARANTOR'S
         ACCOUNTING AND DISCLOSURES REQUIREMENTS FOR GUARANTEES, INCLUDING
         GUARANTEES OF INDEBTEDNESS OF OTHERS (FIN 45). FIN 45 is effective for
         guarantees issued or modified after December 31, 2002. The disclosure
         requirements of this Interpretation are effective for financial
         statements of interim or annual periods ending after December 15, 2002.
         FIN 45 expands the disclosures required by a guarantor about its
         obligations under


                                       5
<PAGE>


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

         the guarantee. The adoption of this interpretation did not have a
         material impact on the Company's financial position or results of
         operations.

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

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

D.       LONG-TERM DEBT

         The Company's credit facility provides for an excess cash flow payment
         to be applied against the Special Advance Loan after each fiscal
         year-end until it is repaid. The $1.1 million excess cash flow payment
         for fiscal 2002 was paid out of unused borrowing capacity in October
         2002. At December 31, 2002, the Company had available to it unused
         borrowing capacity of $3.7 million.

E.       RECLASSIFICATION

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


                                       6
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

         RECENT EVENTS

         The Company's quality and customer service are a major reason for its
         success. These attributes, coupled with the Company's ability to
         leverage its existing cost structure with increased revenues, have
         proven beneficial in recent quarters. To continue to make strides in
         these areas, the Company has been reviewing its present capabilities
         and product offerings to identify areas where it can make enhancements
         to expand the functionality of the products it provides and its ability
         to branch out into new markets. As part of this process, the Company
         has recently purchased new folding carton equipment and upgraded some
         existing equipment. These improvements will also increase capacity and
         lower production costs. The Company has also identified and is
         currently reviewing additional capital expenditures that will enable it
         to serve new markets within its existing product lines.

         RESULTS OF OPERATIONS

         Three Months Ended December 31, 2002 Compared to
         Three Months Ended December 31, 2001
         ------------------------------------

         In the second quarter of fiscal 2003, the Company had net sales of
         $17.4 million compared with $15.3 million in the corresponding period
         of fiscal 2002, an increase of $2.1 million or 13.6%. This increase is
         attributable to additional business from new and existing customers.

         Gross profit for the second quarter of fiscal 2003 increased to 19.9%
         of net sales from 19.3% in the corresponding period of fiscal 2002. The
         Company was able to leverage its existing cost structure by increasing
         volume while maintaining relatively stable costs. This overall increase
         was partially offset by a change in the customer mix, resulting in
         lower margins from some customers.

         Income from operations for the second quarter of fiscal 2003 was $1.5
         million compared with $1.0 million in the corresponding period of
         fiscal 2002, an increase of $0.5 million or 46.0%. This increase was
         primarily a result of the increase in net sales, with selling, general,
         and administrative expenses remaining relatively flat. In addition,
         with the adoption of SFAS No. 142, GOODWILL AND OTHER INTANGIBLE
         ASSETS, the Company stopped amortizing goodwill in the first quarter of
         fiscal 2003.

         Total interest expense decreased $0.4 million or 58.8% to $0.3 million
         in the second quarter of fiscal 2003 from $0.6 million in the
         corresponding period of fiscal 2002. In December 2001, the Company
         refinanced its credit facility with LaSalle Business Credit, Inc.
         ("LaSalle"). As part of this refinancing, the Company recorded an
         extraordinary loss of $260,000 or $0.06 per share ($156,000 after tax
         loss or $0.03 per share) in fiscal 2002 reflecting the write-off of
         unamortized finance costs relating to the previous credit facility.
         However, with the adoption of SFAS No. 145, the $260,000 extraordinary
         loss has been reclassified as interest expense to conform with the
         fiscal 2003 presentation requirements. Excluding the effect of this
         change in presentation, the decrease of $0.1 million is the result of
         $2.6 million in lower average borrowings and a reduction in average
         interest rates to 5.0% from 6.3%.


                                       7
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         The income tax provision as a percentage of pre-tax income for the
         second quarter of fiscal 2003 was 40.0%, compared with an income tax
         provision of 43.0% for the corresponding period in fiscal 2002. Prior
         to the adoption of SFAS No. 142 in the first quarter of fiscal 2003,
         the effective tax rate typically differed from the statutory rate
         primarily as a result of non-deductible amortization of goodwill.

         Net income for the second quarter of fiscal 2003 was $0.7 million or
         $0.15 per share, compared to $0.2 million or $0.05 per share in the
         second quarter of fiscal 2002.

         Six Months Ended December 31, 2002 Compared to
         Six Months Ended December 31, 2001
         ----------------------------------

         In the first six months of fiscal 2003, the Company had net sales of
         $34.7 million compared with $30.7 million in the corresponding period
         of fiscal 2002, an increase of $4.0 million or 13.1%. This increase is
         attributable to additional business from new and existing customers.

         Gross profit for the first six months of fiscal 2003 increased to 19.9%
         of net sales from 19.4% in the corresponding period of fiscal 2002. The
         Company was able to leverage its existing cost structure by increasing
         volume while maintaining relatively stable costs. This overall increase
         was partially offset by a change in the customer mix, resulting in
         lower margins from some customers.

         Income from operations for the first six months of fiscal 2003 was $3.0
         million compared with $2.1 million in the corresponding period of
         fiscal 2002, an increase of $0.9 million or 40.4%. This increase was
         primarily a result of the increase in net sales, with selling, general,
         and administrative expenses remaining relatively stable. In addition,
         with the adoption of SFAS No. 142, GOODWILL AND OTHER INTANGIBLE
         ASSETS, the Company stopped amortizing goodwill in the first quarter of
         fiscal 2003.

         Total interest expense decreased $0.5 million or 49.8% to $0.5 million
         in the first six months of fiscal 2003 from $1.0 million in the
         corresponding period of fiscal 2002. In December 2001, the Company
         refinanced its credit facility with LaSalle. As part of this
         refinancing, the Company recorded an extraordinary loss of $260,000 or
         $0.06 per share ($156,000 after tax loss or $0.03 per share) in fiscal
         2002 reflecting the write-off of unamortized finance costs relating to
         the previous credit facility. However, with the adoption of SFAS No.
         145, the $260,000 extraordinary loss has been reclassified as interest
         expense to conform with the fiscal 2003 presentation requirements.
         Excluding the effect of this change in presentation, the decrease of
         $0.3 million is the result of $3.0 million in lower average borrowings
         and a reduction in average interest rates to 5.2% from 6.9%.

         The income tax provision as a percentage of pre-tax income for the
         first six months of fiscal 2003 was 40.0%, compared with an income tax
         provision of 42.5% for the corresponding period in fiscal 2002. Prior
         to the adoption of SFAS No. 142 in the first quarter of fiscal 2003,
         the effective tax rate typically differed from the statutory rate
         primarily as a result of non-deductible amortization of goodwill.


                                       8
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         Net income for the first six months of fiscal 2003 was $1.4 million or
         $0.29 per share, compared to $0.6 million or $0.12 per share in the
         first quarter of fiscal 2002.

         LIQUIDITY AND FINANCIAL CONDITION

         Historically, the Company's liquidity requirements have been met by a
         combination of funds provided by operations and its revolving credit
         agreements. At December 31, 2002, the Company had working capital of
         $4.8 million, as compared to $2.6 million at June 29, 2002. Funds
         provided by operations during the three months ended December 31, 2002
         were $2.3 million compared with funds provided of $1.6 million in the
         corresponding period of fiscal 2002. The Company also had available to
         it unused borrowing capacity of $3.7 million as of December 31, 2002.

         During the six months ended December 31, 2002, capital expenditures
         totaled $0.8 million compared with $0.5 in the corresponding period of
         fiscal 2002. The Company makes capital improvements to increase
         efficiency and product quality, and periodically upgrades its equipment
         by purchasing or leasing new or previously used equipment.

         The Company's current strategy is to continue to focus its efforts on
         its core business of folding cartons, as well as the supporting product
         lines of flexible, litho-laminated, and corrugated products. The
         Company intends to expand these product lines by utilizing the maximum
         capacity at each facility, while continually identifying, researching,
         and, when applicable, implementing new technologies and equipment that
         will enable the Company to continue to improve performance,
         productivity, and profitability. As part of this process, the Company
         has recently purchased new folding carton equipment and upgraded some
         existing equipment. See Recent Events above.

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

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


                                       9
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

         The Revolver bears interest at LaSalle's prime rate plus 0.50% or the
         London Interbank Offered Rate ("LIBOR") plus 2.75%. The Term Loan bears
         interest at LaSalle's prime rate plus 0.75% or LIBOR plus 3.00%. The
         Special Advance Loan bears interest at LaSalle's prime rate plus 1.00%
         or LIBOR plus 3.25%. The Company also pays a commitment fee of 0.50% on
         the unused portion of the Revolver. The interest rates at December 31,
         2002 were a combination of prime and LIBOR. LaSalle's prime and LIBOR
         rates for the Revolver and Special Advance Loan were 4.25% and 1.44%,
         respectively, at December 31, 2002. LaSalle's prime and LIBOR rates for
         the Term Loan were 4.25% and 1.68%, respectively, at December 31, 2002.

         As of December 31, 2002, all outstanding letters of credit were
         guaranteed by LaSalle. The Company pays an annual letter of credit fee
         of 2.00% on the outstanding balance to guarantee availability under the
         Revolver. Outstanding letters of credit at December 31, 2002 amounted
         to $147,500 and related to workman's compensation insurance policies.

         The LaSalle credit facility contains certain restrictive covenants
         including financial covenants related to net worth, debt service
         coverage, interest coverage and capital expenditures. As of December
         31, 2002, the Company was in compliance with all financial covenants.
         In addition, the Company's credit facility restricts the ability of the
         Company to pay dividends.


                                       10
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

         The Company has contractual obligations and commercial commitments that
         may affect its financial condition. Based on management's assessment of
         the underlying provisions and circumstances of the material contractual
         obligations and commercial commitments of the Company, including
         material off-balance sheet and structured finance arrangements, there
         is no known trend, demand, commitment, event or uncertainty that is
         reasonably likely to occur which would have a material effect on the
         Company's financial condition or results of operations. The following
         tables identify material obligations and commitments as of December 31,
         2002:

<TABLE>
<CAPTION>
         ----------------------------------------------------------------------------------------------------------------
                                                                             PAYMENTS DUE BY PERIOD
                                                        -----------------------------------------------------------------
         CONTRACTUAL CASH OBLIGATIONS                                                                            AFTER 5
         (THOUSANDS OF DOLLARS)                TOTAL      1 YEAR     2 YEARS    3 YEARS   4 YEARS    5 YEARS      YEARS
         ----------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>        <C>
         Term Loan                             $ 11,553   $  1,515   $ 10,038   $     --   $     --   $     --   $     --
         Special Advance Loan                       707        707         --         --         --         --         --
         Revolving Line-of-Credit (a)             4,357         --      4,357         --         --         --         --
         Capital lease obligations                  212         50         45         50         53         14         --
         Operating leases                      $  2,966      1,205        962        438        152        132         77
         ----------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
         Total contractual cash obligations
                                               $ 19,795   $  3,477   $ 15,402   $    488    $   205    $   146   $     77
         ----------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

<CAPTION>

         ----------------------------------------------------------------------------------------------------------------
                                                                        AMOUNT OF COMMITMENT EXPIRATION
                                                                                     PER PERIOD
                                                        -----------------------------------------------------------------
         OTHER COMMERCIAL                       TOTAL
         COMMITMENTS (THOUSANDS OF             AMOUNTS                                                           AFTER 5
         DOLLARS)                             COMMITTED   1 YEAR     2 YEARS    3 YEARS    4 YEARS    5 YEARS     YEARS
         ----------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>        <C>
         Revolving Line-of-Credit (b)          $  3,730   $     --   $  3,730   $     --   $     --   $     --   $     --
         Standby letters of credit                  148        148         --         --         --         --         --
         ----------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
         Total commercial commitment           $  3,878   $    148   $  3,730   $     --   $     --   $     --   $     --
         ----------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>

         (a) The revolving line-of-credit represents the actual outstanding
             balance, as of December 31, 2002.

         (b) The revolving line-of-credit represents the unused borrowing
             capacity available to the Company, as of December 31, 2002.

         CRITICAL ACCOUNTING POLICIES

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


                                       11
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         that involve significant subjectivity. Management believes that its
         selection and application of these policies best represent the
         operating results and financial position of the Company. The following
         discussion provides information on the processes utilized by management
         in making judgments and assumptions as they apply to its critical
         accounting policies.

         ALLOWANCE FOR DOUBTFUL ACCOUNTS

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

         INCOME TAXES

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

         IMPAIRMENT OF LONG-LIVED ASSETS

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

         GOODWILL AND INTANGIBLE ASSETS

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


                                       12
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         CONTINGENT LIABILITIES

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

         ENVIRONMENTAL ISSUES

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

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

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

         In June 2002, the FASB issued SFAS No. 146, ACCOUNTING FOR COSTS
         ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. SFAS No. 146 requires that
         a liability for a cost associated with an exit or disposal activity is
         recognized at fair value when the liability is incurred and is
         effective for exit or disposal activities that


                                       13
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         are initiated after December 31, 2002. The Company does not expect its
         adoption of this standard in fiscal 2003 to have a significant impact
         on its financial statements.

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

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

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

         FORWARD-LOOKING STATEMENTS

         Statements that are not historical facts, including statements about
         our confidence in the Company's prospects and strategies and our
         expectations about the Company's sales expansion, are forward-looking
         statements that involve risks and uncertainties. These risks and
         uncertainties include, but are not limited to: (1) softened demand for
         the Company's products due to overall economic conditions; (2) the
         Company's ability to execute its business plan; (3) market acceptance
         risks, including whether or not the Company will be able to
         successfully gain market share against competitors, many of which have
         greater financial and other resources than the Company, and the
         continuing trend of customers to increase their buying power by
         consolidating the number of vendors they maintain; (4) manufacturing
         capacity constraints, including whether or not, as the Company
         increases its sales, it will be able to successfully integrate its new
         customers into its existing manufacturing and distribution system; (5)
         the introduction of competing products by other firms; (6) pressure on
         pricing from competition or purchasers of the Company's products; (7)
         whether the Company will be able to pass on to its customers price
         increases for paper and paperboard products; (8) continued stability in
         other raw material prices, including oil-based resin and plastic film;
         (9) the impact of government regulation on the Company's


                                       14
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         manufacturing processes, including whether or not additional capital
         expenditures will be needed to comply with applicable environmental
         laws and regulations as the Company's production increases; and (10)
         the Company's ability to continue to comply with the restrictive
         covenants in its credit facility or to obtain waivers if it is not in
         compliance in the future. Investors and potential investors are
         cautioned not to place undue reliance on these forward-looking
         statements, which reflect the Company's analysis only as of the date of
         this report. The Company undertakes no obligation to publicly revise
         these forward-looking statements to reflect events or circumstances
         that arise after the date of this report. These risks and others that
         are detailed in this Form 10-Q and other documents that the Company
         files from time to time with the Securities and Exchange Commission,
         including its annual report on Form 10-K, quarterly reports on Form
         10-Q, and any current reports on Form 8-K, must be considered by any
         investor or potential investor in the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's primary market risk is fluctuation in interest rates. All
         of the Company's debt at December 31, 2002 was at variable interest
         rates. A hypothetical 10% change in interest rates would have had a
         $22,000 impact on interest expense and cash flows for the three months
         ended December 31, 2002.

ITEM 4.  CONTROLS AND PROCEDURES

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

         There were no significant changes in the Company's internal controls or
         in other factors that could significantly affect these controls
         subsequent to the date that the Company carried out its evaluation.


                                       15
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

         At the Company's Annual Meeting of Stockholders on November 12, 2002 a
         total of 4,881,466 shares, or 96.82%, of outstanding shares were
         represented and entitled to vote.

         (a) The following members were elected to the Board of Directors:

                                                      FOR               WITHHOLD
                                                    ---------           --------
         Richard D. Hinrichs                        4,826,434            55,032
         John W. Lloyd                              4,720,325           161,141
         Walter E. Rose                             4,649,543           231,923
         Robert G. Shaw                             4,769,834           111,632
         John D. Strautnieks                        4,670,343           211,123

         (b) The following proposal was approved:

                  Ratification of Deloitte & Touche LLP as the independent
                  auditors for the Company for the 2003 fiscal year.

              Affirmative Votes:          4,863,937
              Negative Votes:                17,426
              Abstentions:                      103

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

         (a) Exhibits:

           10.63    First Amendment to Loan and Security Agreement, dated
                    January 1, 2003, between LaSalle Business Credit, Inc. and
                    Gibraltar Packaging Group, Inc., RidgePak Corporation,
                    Standard Packaging and Printing Corp. and Niemand
                    Industries, Inc.

         **10.64    Gibraltar Packaging Group, Inc. Non-Qualified Deferred
                    Incentive Compensation Plan, dated January 22, 2003.

------------------
                                       16
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


         **Indicates management contract or compensatory plan.

         (b)   Reports on Form 8-K:

                  None




                                       17
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


                                    SIGNATURE


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


                         GIBRALTAR PACKAGING GROUP, INC.



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

            Date:        February 10, 2003




                                       18
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


                                 CERTIFICATIONS

Certifications Pursuant to 17 CFR Section 240.13a-14
----------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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


                                       19
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

Date: February 10, 2003


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



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

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

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

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

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

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

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

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

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


                                       20
<PAGE>


                GIBRALTAR PACKAGING GROUP, INC. AND SUBSIDIARIES


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

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

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

Date: February 10, 2003


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



CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
-------------------------------------------------

Simultaneously with the filing of this quarterly report on Form 10-Q, the
Company submitted to the Securities and Exchange Commission the certification of
this report by its chief executive and chief financial officer required by 18
U.S.C. ss. 1350 as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002.




                                       21