SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ZINN FREDRIC (Last) (First) (Middle) C/O DREW INDUSTRIES INCORPORATED 200 MAMARONECK AVENUE (Street) WHITE PLAINS NY 10601 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DREW INDUSTRIES INC [ DW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	$0	12/20/2012		J(3)		193.27		03/15/2013	03/15/2013	Common Stock	193.27	$33.32	164,940.59	D
Deferred Stock Units	$0	12/20/2012		J(3)		181.25		05/15/2013	05/15/2013	Common Stock	181.25	$33.32	165,121.84	D
Deferred Stock Units	$0	12/20/2012		J(3)		197.58		08/15/2013	08/15/2013	Common Stock	197.58	$33.32	165,319.42	D
Deferred Stock Units	$0	12/20/2012		J(3)		191.33		11/15/2013	11/15/2013	Common Stock	191.33	$33.32	165,510.75	D
Deferred Stock Units	$0	12/20/2012		J(3)		165.12		03/15/2014	03/15/2014	Common Stock	165.12	$33.32	165,675.87	D
Deferred Stock Units	$0	12/20/2012		J(3)		401.49		03/15/2014	03/15/2014	Common Stock	401.49	$33.32	166,077.36	D
Deferred Stock Units	$0	12/20/2012		J(3)		168		05/15/2014	05/15/2014	Common Stock	168	$33.32	166,245.36	D
Deferred Stock Units	$0	12/20/2012		J(3)		151.76		08/15/2014	08/15/2014	Common Stock	151.76	$33.32	166,397.12	D
Deferred Stock Units	$0	12/20/2012		J(3)		187.76		11/15/2014	11/15/2014	Common Stock	187.76	$33.32	166,584.88	D
Deferred Stock Units	$0	12/20/2012		J(3)		152.94		03/15/2015	03/15/2015	Common Stock	152.94	$33.32	166,737.82	D
Deferred Stock Units	$0	12/20/2012		J(3)		840.34		01/01/2013(1)	12/31/2015(1)	Common Stock	840.34	$33.32	167,578.16	D
Deferred Stock Units	$0	12/20/2012		J(3)		6,385.7		03/15/2015	03/15/2015	Common Stock	6,385.7	$33.32	173,963.86	D
Deferred Stock Units	$0	12/20/2012		J(3)		672.27		01/01/2014(2)	12/31/2015(2)	Common Stock	672.27	$33.32	174,636.13	D

Explanation of Responses:

1. These performance-based Deferred Stock Unit dividends will vest at the rate of 1% for each $0.01 that the Company's earnings per diluted share in any year in the period 2012 - 2014 exceeds 2010 earnings per diluted share of $1.26, but no more than 50% can vest in any one year.

2. These performance-based Deferred Stock Unit dividends will vest at the rate of 2% for each $0.01 that the Company's earnings per diluted share in any year in the period 2013 - 2015 exceeds $1.60, but no more than 50% can vest in any one year.

3. On December 20, 2012, as previously announced, registrant paid a special cash dividend of $2.00 per share to holders of registrant's common stock. In accordance with registrant's Equity Award and Incentive Plan, as Amended and Restated, holders of deferred stock units received additional deferred stock units equivalent to $2.00 per deferred stock unit held on December 20, 2012.

	/s/ Joseph S. Giordano III on behalf of Fredric M. Zinn	12/24/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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