Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2008, the Compensation Committee of the Board of Directors, approved the grant of options to purchase 12,500 shares of common stock for each non-employee Director effective December 15, 2008. The exercise price will be equal to the closing price on the New York Stock Exchange on December 12, 2008.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 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

Dated: November 19, 2008

---