BILL OF SALE

          FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is
hereby acknowledged, and intending to be legally bound hereby,
Shoals Supply, Inc., an Alabama corporation (the "Seller"), does
hereby grant, convey, transfer, sell, assign and deliver to Drew
Industries Incorporated, a Delaware corporation (the "Buyer"), its
successors and assigns, all of the Seller's right, title and
interest in and to all the Assets, as defined in Section 1 of the
Asset Purchase Agreement dated as of even date herewith among the
Seller, the Shareholder (as defined therein) and the Buyer (the
"Purchase Agreement"), incorporated herein by reference.  Without
limiting the foregoing in any manner, the Assets include the Assets
described on Annex A hereto.

          The Seller hereby represents and warrants to the Buyer,
its successors and assigns, that the Seller is the lawful owner of
the Assets and has full power and authority to sell the same as
aforesaid, and that, except as otherwise expressly provided in the
Purchase Agreement, the Assets are on the date hereof free and
clear of all pledges, liens, charges, security interests,
encumbrances and claims of any nature, and hereby covenants to
defend title to the Assets against all and every person whomsoever
for the benefit of the Buyer and its successors and assigns.

          EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS BILL OF
SALE AND THE PURCHASE AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES BEING MADE WITH RESPECT TO THE ASSETS.  THE CONVEYANCE
EVIDENCED HEREBY IS MADE WITH SUBSTITUTION AND SUBROGATION IN AND
TO ANY RIGHTS OF ACTION OF WARRANTY THAT SELLER HAS OR MAY HAVE
AGAINST ALL PRECEDING VENDORS.

          WITNESS the due execution hereof this 15 day of
February, 1996.

                              SHOALS SUPPLY, INC.
ATTEST:

By:_____________________      By:__________________________
Title:__________________         Lecil V. Thomas
                                 President

                         ACKNOWLEDGMENTS

STATE OF ___________}
                    } SS.:
COUNTY OF __________}

          BEFORE ME, the undersigned, a Notary Public duly
commissioned and qualified in and for the County and State
aforesaid, personally came and appeared this 15 day of February,
1996, LECIL V. THOMAS, a person of the full age of majority, by me
personally known, who, being by me first duly sworn, did depose and
say that he is the President of SHOALS SUPPLY, INC., the
corporation named in the above and foregoing instrument, and that
he executed the same as his own free act and deed as the true act
and deed of said corporation by authority of its Board of Directors
for the purpose therein expressed.

                                        ________________________
                                             Notary Public
STATE OF __________}
                   }  SS.:
COUNTY OF _________}

          BEFORE ME, the undersigned, a Notary Public duly
commissioned and qualified in and for the County and State
aforesaid, personally came and appeared this 15 day of February,
1996, LEIGH J. ABRAMS, a person of the full age of majority, by me
personally known, who, being by me first duly sworn, did depose and
say that he is the President and Chief Executive Officer of DREW
INDUSTRIES INCORPORATED, the corporation named in the above and
foregoing instrument, and that he executed the same as his own free
act and deed as the true act and deed of said corporation by
authority of its Board of Directors for the purpose therein
expressed.

                                        ________________________
                                             Notary Public

                             ANNEX A

                      [Attach Schedules from
              Asset Purchase Agreement Section 1.1]