UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2008

DREW INDUSTRIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware
0-13646
13-3250533
     
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
  
Identification No.)

200 Mamaroneck Avenue, White Plains, New York
10601
   
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:
(914) 428-9098
 
 
N/A
 (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 8.01              Other Events

Registrant has amended and restated (i) Registrant’s 2002 Equity Award and Incentive Plan (ii) the Registrant’s Executive Non-Qualified Deferred Compensation Plan (collectively the “Plans”).

The Plans were amended and restated primarily to comply with recently-effective Section 409A of the Internal Revenue Code of 1986, as amended, and to incorporate certain other administrative changes.  None of the amendments or changes are material.

Item 9.01              Financial Statements and Exhibits.

Exhibits.

 
10.1
Drew Industries Incorporated 2002 Equity Award and Incentive Plan, As Amended and Restated Effective December 1, 2008.

 
10.2
Drew Industries Incorporated Executive Non-Qualified Deferred Compensation Plan (Amended and Restated Effective December 1, 2008).

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

DREW INDUSTRIES INCORPORATED
(Registrant)
   
By:
/s/ Joseph S. Giordano III
 
Joseph S. Giordano III
 
Chief Financial Officer and Treasurer

Dated: January 8, 2009