8-K

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): January 17, 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On January 17, 2008, the Registrant’s Compensation Committee of the Board of Directors modified the employment agreement with Jason D. Lippert, Chairman, President and Chief Executive Officer of Lippert Components, Inc. (“Lippert Components”), a subsidiary of the Registrant, to provide an additional incentive for 2008 for exceeding a pre-established threshold of return on assets (“ROA”) by Lippert Components for 2008. Mr. Lippert will be entitled to receive $249,000 if Lippert Components achieves an ROA of 24%, which will increase at the rate of $30,000 per 1% increase in the ROA over 24%. Mr. Lippert’s total incentive compensation for 2007 may not exceed 10% of the operating profit achieved by Lippert Components.

Item 9.01 Financial Statements and Exhibits

Exhibits

10.1 Second Supplemental Agreement to the Executive Employment and Non-Competition Agreement between Lippert Components Manufacturing, Inc. and Jason D. Lippert

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/ Fredric M. Zinn
	Fredric M. Zinn Executive Vice President and Chief Financial Officer

Dated: January 18, 2008

2

EX-10.1

Exhibit 10.1

SECOND SUPPLEMENTAL AGREEMENT made this 17^TH day of December 2007 by and between Lippert Components Manufacturing, Inc., a Delaware corporation (the “Company”) and Jason D. Lippert (The “Executive”).

WHEREAS, on October 7, 2005, the Company and the Executive entered into an Executive Employment and Non-Competition Agreement, which was amended on June 26, 2006 and supplemented on April 17, 2007 (as amended and supplemented, the “Agreement”); and

WHEREAS, the Company and the Executive desire to further supplement the Agreement as set forth herein effective January 1, 2008, and agree that all capitalized terms and terms in quotes used herein shall have the meanings ascribed to them in the Agreement, except as otherwise provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed as follows:

1. Supplement to Agreement.

1.1 Subject to Section 6.3 of the Agreement, in addition to the Base Salary and Bonus provided in the Agreement, and notwithstanding anything to the contrary contained therein, the Executive shall be entitled to receive additional incentive compensation for 2008 in the amount of Two Hundred Forty Nine Thousand ($249,000) Dollars if the LCI Entities achieve a return on assets (“ROA”) for 2008 of twenty four percent (24%) percent, which additional incentive compensation will increase at the pro-rata rate of Thirty Thousand ($30,000) Dollars per one (1%) percent increase in ROA in excess of 24% (the “ROA Bonus”); provided, however, that the aggregate Bonus and ROA Bonus for 2008 shall not exceed ten (10%) percent of the “operating profits of the LCI Entities” for 2008. For purposes hereof “return on assets” shall mean the “operating profit of the LCI entities” for 2008 divided by the average “net assets” employed by the LCI Entities during 2008.

1.2 The term Bonus in Section 6.3 of the Agreement, shall mean the Bonus and the ROA Bonus, collectively.

2. No Other Changes.

Except as set forth in this Supplemental Agreement, all terms, provisions, conditions and restrictions contained in the Agreement, shall remain in full force and effect.

IN WITNESS WHEREOF, the Company and the Executive have executed this Second Supplemental Agreement effective as of the day and year first mentioned above.

Lippert Components Manufacturing, Inc.
By
	Jason D. Lippert