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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
|X|	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: JUNE 30, 2004

OR

|_|	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 0-13646

DREW INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware	13-3250533
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

200 Mamaroneck Avenue, White Plains, N.Y. 10601
(Address of principal executive offices)
(Zip Code)

(914) 428-9098
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report) N/A

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. Yes |X| No |_|

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 10,278,788 shares of common stock as of July 30, 2004.

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DREW INDUSTRIES INCORPORATED AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS FILED WITH
QUARTERLY REPORT OF REGISTRANT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2004

(UNAUDITED)

				Page
PART I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME				3
CONDENSED CONSOLIDATED BALANCE SHEETS				4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS				5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY				6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS				7-11
Item 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				12-22
Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK				23
Item 4 - CONTROLS AND PROCEDURES				24
PART II - OTHER INFORMATION
Item 1 - LEGAL PROCEEDINGS				25
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K				25-26
SIGNATURES				27
EXHIBIT 31.1 - SECTION 302 CEO CERTIFICATION				28
EXHIBIT 31.2 - SECTION 302 CFO CERTIFICATION				29
EXHIBIT 32.1 - SECTION 906 CEO CERTIFICATION				30
EXHIBIT 32.2 - SECTION 906 CFO CERTIFICATION				31

2

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DREW INDUSTRIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

			Six Months Ended June 30,						Three Months Ended June 30,
			2004			2003			2004			2003
(In thousands, except per share amounts)
Net sales			$	249,710		$	170,237		$	141,687		$	89,410
Cost of sales				192,271			129,404			109,127			66,527
Gross profit				57,439			40,833			32,560			22,883
Selling, general and administrative expenses				33,269			25,299			18,410			13,298
Other income				428			—			—			—
Operating profit				24,598			15,534			14,150			9,585
Interest expense, net				1,413			1,618			788			807
Income from continuing operations
before income taxes				23,185			13,916			13,362			8,778
Provision for income taxes				9,042			5,443			5,211			3,433
Income from continuing operations				14,143			8,473			8,151			5,345
Discontinued operations				—			138			—			—
Net income			$	14,143		$	8,611		$	8,151		$	5,345
Net income per common share:
Income from continuing operations:
Basic			$	1.38		$	.85		$	.79		$	.53
Diluted			$	1.34		$	.83		$	.77		$	.52
Discontinued operations:
Basic						$	.01
Diluted						$	.01
Net income:
Basic			$	1.38		$	.86		$	.79		$	.53
Diluted			$	1.34		$	.84		$	.77		$	.52
Weighted average common shares outstanding:
Basic				10,258			10,007			10,271			10,045
Diluted				10,588			10,215			10,616			10,249

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

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DREW INDUSTRIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

			June 30,						December 31,
			2004			2003			2003
(In thousands, except shares and per share amount)
ASSETS
Current assets
Cash and cash equivalents			$	60		$	4,884		$	8,781
Accounts receivable, trade, less allowances				37,903			20,137			14,844
Inventories				75,036			31,825			37,311
Prepaid expenses and other current assets				6,916			5,596			7,478
Discontinued operations				—			6			—
Total current assets				119,915			62,448			68,414
Fixed assets, net				90,055			73,154			72,211
Goodwill				16,926			7,043			12,333
Other intangible assets				6,933			4,417			4,953
Other assets				2,915			3,062			2,193
Total assets			$	236,744		$	150,124		$	160,104
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes payable, including current maturities of
long-term indebtedness			$	12,183		$	10,003		$	9,931
Accounts payable, trade				27,449			8,712			9,089
Accrued expenses and other current liabilities				27,751			20,249			19,694
Discontinued operations				—			131			—
Total current liabilities				67,383			39,095			38,714
Long-term indebtedness				57,496			26,759			24,825
Other long-term liabilities				2,363			3,245			2,912
Total liabilities				127,242			69,099			66,451
Commitments and Contingencies
Stockholders’ equity
Common stock, par value $.01 per share: authorized
30,000,000 shares; issued 12,414,513 shares at June 2004;
12,249,408 shares at June 2003 and 12,353,168 at
December 2003				124			122			124
Paid-in capital				34,397			30,877			32,691
Retained earnings				94,448			69,493			80,305
				128,969			100,492			113,120
Treasury stock, at cost - 2,149,325 shares				(19,467	)		(19,467	)		(19,467	)
Total stockholders’ equity				109,502			81,025			93,653
Total liabilities and stockholders’ equity			$	236,744		$	150,124		$	160,104

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

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DREW INDUSTRIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

			Six Months Ended June 30,
			2004			2003
(In thousands)
Cash flows from operating activities:
Net income			$	14,143		$	8,611
Adjustments to reconcile net income to cash flows provided by operating activities:
Discontinued operations, net of taxes				—			(138	)
Income from continuing operations				14,143			8,473
Depreciation and amortization				4,497			3,923
Loss on disposal of fixed assets				119			30
Stock based compensation expense				537			171
Changes in assets and liabilities:
Accounts receivable, net				(18,043	)		(7,168	)
Inventories				(30,951	)		5,318
Prepaid expenses and other assets				1,614			3,471
Accounts payable, accrued expenses and other liabilities				20,562			2,099
Net cash flows (used for) provided by continuing operating activities				(7,522	)		16,317
Income from discontinued operations				—			138
Changes in discontinued operations				—			836
Net cash flows (used for) provided by operating activities				(7,522	)		17,291
Cash flows from investing activities:
Capital expenditures				(10,322	)		(2,840	)
Acquisition of Company’s business				(21,588	)		—
Proceeds from sales of fixed assets				148			21
Other investments				(289	)		—
Net cash flows used for investing activities				(32,051	)		(2,819	)
Cash flows from financing activities:
Proceeds from line of credit and other borrowings				115,330			31,550
Repayments under line of credit and other borrowings				(85,647	)		(43,593	)
Exercise of stock options				1,169			2,139
Net cash flows provided by (used for) financing activities				30,852			(9,904	)
Net (decrease) increase in cash				(8,721	)		4,568
Cash and cash equivalents at beginning of period