Exhibit 1

                 DREW INDUSTRIES INCORPORATED STOCK OPTION PLAN
                        Amended and Restated June 1, 1999

1.    Purpose.

      Drew Industries Incorporated, a Delaware corporation (the "Corporation"),
desires to attract and retain directors, officers and employees of outstanding
talent. This Drew Industries Incorporated Stock Option Plan (the "Plan") amends
and restates the Drew Industries Incorporated Stock Option Plan, dated March 29,
1995, to reflect amendments adopted by the stockholders of the Corporation and
by the Committee (as defined in Section 3) since March 29, 1995. As amended and
restated, the Plan affords eligible directors, officers and employees of the
Corporation and its Subsidiaries the opportunity to acquire proprietary
interests in the Corporation and thereby encourages their continued employment
and highest levels of performance.

2.    Scope and Duration.

      (a) Awards under the Plan may be granted in the form of incentive stock
options ("incentive stock options") as provided in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and non-qualified stock options
("non-qualified options") (the term "options" includes incentive stock options
and non-qualified options) to acquire shares of common stock of the Corporation,
par value $.01 per share (the "Common Stock").

      (b) The maximum aggregate number of shares of Common Stock as to which
awards of options may be made from time to time under the Plan is 2,460,000
shares of which 753,666 shares are available for grant as of the date hereof,
which shall be allocated (i) 60,000 shares to "Non- Employee Directors" (as
defined herein), and to members ("Committee Member") of the Committee (as
defined in Section 3(a)) only in accordance with Section 4(e) and (ii) 693,666
shares to eligible employees. The maximum number of shares of Common Stock with
respect to which options may be granted to any existing or future participant
during the term of the Plan shall not exceed 50,000 shares. Options may be
awarded under this Plan until December 31, 2003. Shares issued pursuant to
exercise of an option granted under this Plan may be, in whole or in part, as
the Board of Directors of the Corporation (the "Board of Directors") shall from
time to time determine, authorized but unissued shares or issued shares
reacquired by the Corporation. If for any reason any shares as to which an
option (other than those described in Section 4(e)) has been granted cease to be
subject to purchase thereunder, or to the extent that any awards under the Plan
denominated in shares are surrendered to the Corporation upon the exercise of an
option in partial or complete payment of the option shares then being acquired
upon such exercise, then (unless the Plan shall have been terminated) such
shares, and any shares surrendered to the Corporation upon such exercise, shall
become available for subsequent awards under the Plan unless such shares, if so
made available for subsequent awards under the Plan, would not be exempt from
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") pursuant to Rule 16b-3, as amended, thereunder ("Rule 16b-3"); provided,
however, that shares surrendered to the Corporation upon the exercise of an
incentive stock option shall not be available for subsequent award of additional


options under the Plan. For purposes of this Plan, a "Non-Employee Director"
shall mean a director of the Corporation or a subsidiary (as defined in Section
4(a)) who is not also an employee of the Corporation or a subsidiary and who is
not a Committee Member.

3.    Administration.

      (a) The Plan shall be administered by a Committee (the "Committee")
designated by the Board of Directors consisting of members of the Board of
Directors who qualify as "disinterested persons," within the meaning of Rule
16b-3, and as "outside directors" within the meaning of Section 162(m) of the
Code as may be determined by the Board of Directors.

      (b) Subject to Section 4(e), the Committee shall have plenary authority in
its sole discretion, subject to and not inconsistent with the express provisions
of this Plan: (i) to grant options, to determine, subject to Section 5(a), the
purchase price of the Common Stock covered by each option, the term of each
option, the persons ("participants") to whom options shall be granted, the time
or times at which options shall be granted and vest, and the number of shares to
be covered by each option; (ii) to establish the terms and conditions under
which grants will be made (including limitations, restrictions or prohibitions
upon the exercise of options); (iii) to designate options as incentive stock
options or non-qualified options; (iv) to interpret the Plan; (v) to prescribe,
amend and rescind rules and regulations relating to the Plan; (vi) to determine
the terms and provisions of the option agreements (which need not be identical)
entered into in connection with awards under the Plan; and (vii) to make all
other determinations deemed necessary or advisable for the administration of the
Plan.

      (c) The Committee may delegate to one or more of its members (or to one or
more agents) such administrative duties as it may deem advisable, and the
Committee (or any person to whom it has delegated duties as aforesaid) may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan; provided, that the
Committee may not delegate any duties to a member of the Board of Directors who
would not qualify as a "disinterested person" to administer the Plan as
contemplated by Rule 16b-3, or other applicable rules under the Exchange Act.
The Committee may employ attorneys, consultants, accountants or other persons
and the Committee, the Corporation and its officers and directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all participants, the
Corporation and all other interested persons. No member or agent of the
Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or awards made
hereunder, and all members and agents of the Committee shall be fully
indemnified and held harmless by the Corporation in respect of any such action,
determination or interpretation.


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4.    Eligibility; Factors to be Considered in Making Awards

      (a) Only directors, officers and employees of the Corporation or its
subsidiaries may receive awards under the Plan. The term "subsidiary" means any
corporation fifty-one percent (51%) or more of the common stock of which is
owned, directly or indirectly, by the Corporation. A Committee Member shall be
entitled to receive only a Formula Option in accordance with the provisions of
Section 4(e).

      (b) In determining the employees and Non-Employee Directors to whom awards
shall be granted and the number of shares to be covered by each award, the
Committee shall take into account the nature and performance of such person's
duties, his or her present and potential contributions to the success of the
Corporation and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the Plan.

      (c) Awards may be granted singly, in combination or in tandem and may be
made in combination or in tandem with or in replacement of, or as alternatives
to, awards or grants under any other compensation plan maintained by the
Corporation or its subsidiaries.

      (d) The Committee, in its sole discretion, may grant to an employee or
Non-Employee Director who has been granted an award under the Plan or any other
compensation plan maintained by the Corporation, one of its subsidiaries, or any
successor thereto, in exchange for the surrender and cancellation of such award,
a new award in the same or a different form and containing such terms, including
without limitation a price which is different (either higher or lower) than any
price provided in the award so surrendered and canceled, as the Committee may
deem appropriate; provided, however, that the aggregate number of shares of
Common Stock with respect to which new awards are granted at a lower price than
the price provided in the surrendered and canceled award shall not exceed 10% of
the number of shares of Common Stock subject to all options outstanding and
available for grant under the Plan.

      (e) Each Committee Member who is a director of the Corporation shall
automatically be awarded an option ("Formula Option") to purchase 5,000 shares
of Common Stock, on the terms and conditions set forth herein, on the December
31st of each year in which such Committee Member has served not less than twelve
(12) consecutive months as a director of the Corporation. Such Formula Options
shall immediately vest and shall be exercisable during the five year period
following the date of grant. The purchase price of Common Stock subject to such
Formula Options shall be not less than 100% of the fair market value (as defined
in Section 5(c)) of the Common Stock on the date such Formula Option is granted.
Such price shall be subject to adjustment provided in paragraph 11(b).

      (f) Non-Employee Directors covered by this Plan shall not be eligible for
incentive stock options.


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5.    Option Price.

      (a) Except as set forth in Section 4(e), the purchase price of the Common
Stock covered by each option shall be determined by the Committee in its sole
discretion; provided, however, that the purchase price shall be not less than
100% of the fair market value of the Common Stock on the date the option is
granted, provided, however, that the purchase price of an incentive stock option
which is granted to an individual who is treated as a "10% Shareholder", within
the meaning of Section 422 of the Code, shall be not less than 110% of fair
market value on the date of grant. Such price shall be subject to adjustment as
provided in paragraph 11(a).

      (b) The purchase price of the shares of Common Stock as to which an option
is exercised shall be paid in full at the time of exercise; payment may be made
in cash, which may be paid by check or other instrument acceptable to the
Corporation, or (if permitted by the Committee and subject to such terms and
conditions as it may determine) in shares of the Common , Stock, valued at their
fair market value or by surrender of outstanding awards under the Plan. In
addition, an employee shall pay any amount necessary to satisfy applicable
federal, state or local withholding tax requirements promptly upon notification
of the amount due. The Committee may permit such withholding tax to be paid in
shares of Common Stock previously owned by the employee (but not in shares of
Common Stock that would otherwise be distributed to such employee upon exercise
of the option), or a combination of cash and shares of such previously owned
Common Stock, and any such shares shall be valued at their fair market value.

      (c) For purposes of the Plan "fair market value" of the Common Stock shall
mean:

            (i) If the Common Stock is listed or admitted to trading on any
exchange or quoted through NASDAQ or any similar organization, the average of
the daily closing prices per share for the fifteen (15) consecutive trading days
immediately preceding the day as of which "fair market value" is being
determined. The closing price for each day shall be the last sale price regular
way or, in case no such sale takes place on such day, the average of the closing
bid and asked prices regular way, in either case, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading,
or if the Common Stock is not so listed or admitted to trading, the average of
the highest reported bid and lowest reported asked prices as furnished by the
National Association of Securities Dealers, Inc. through NASDAQ or through a
similar organization if NASDAQ is no longer reporting such information.

            (ii) If the Common Stock is not listed or admitted to trading on any
exchange or quoted through NASDAQ or any similar organization, "fair market
value" shall be as determined in good faith by the Board of Directors as of a
date which is within fifteen days of the date as of which the determination is
to be made.


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6.    Term of Options.

      The term of each incentive stock option granted under the Plan shall be
such period of time as the Committee shall determine, but not more than ten
years from the date of grant, subject to earlier termination as provided in
paragraphs 9 and 10; provided, however, that the terms of an option granted to a
10% Shareholder shall not exceed five years. The term of each non-qualified
stock option granted to an employee or Non-Employee Director under the Plan
shall be such period of time as the Committee shall determine, subject to
earlier termination as provided in paragraphs 9 and 10. The term of each Formula
Option shall be as set forth in Section 4(e).

7.    Exercise of Options.

      (a) Except as provided in Section 4(e), each option shall vest and become
exercisable in whole or in part, at such time and upon such criteria as the
Committee shall determine in its discretion from time to time, not inconsistent
with the express provisions of this Plan, as set forth in an option agreement to
be signed by each participant, provided that no shares into which an option has
been exercised may be sold or otherwise transferred within six months following
such option's grant date.

      (b) Subject to the provisions of the Plan and unless otherwise provided in
the option agreement, an option granted under the Plan shall vest and become
exercisable in full at the earliest of the participant's death, Eligible
Retirement (as defined below), or Total Disability (as defined in paragraph 10).
For purposes of this Plan, the term "Eligible Retirement" shall mean the date
upon which a participant, having attained the age of retirement then utilized by
the Corporation, terminates his or her employment or service as an officer or a
director with the Corporation or its subsidiary.

      (c) An option may be exercised, at any time or from time to time (subject,
in the case of an incentive stock option, to such restrictions as may be imposed
by the Code), as to any or all full shares of Common Stock as to which the
option has become exercisable; provided, however, that an option may not be
exercised at any one time as to less than 100 shares of Common Stock (or less
than the number of shares as to which the option is then exercisable, if that
number is less than 100 shares).

      (d) Subject to the provisions of paragraphs 9 and 10, in the case of
incentive stock options, no option may be exercised at any time unless the
holder thereof is then an employee of the Corporation or its subsidiaries. For
purposes of this subparagraph 7(d), subsidiary shall include, as under Treasury
Regulations Section 1.421-7(h)(3) and (4), example (3), any corporation which is
a subsidiary of the Corporation during the entire portion of the requisite
period of employment during which it is the employer of the holder.


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      (e) Upon the exercise of an option, in whole or in part, in accordance
with the Plan, the option agreement and such rules and regulations as may be
established by the Committee, the holder thereof shall have the rights of a
stockholder with respect to the shares issued as a result of such exercise.

8.    Non-Transferability of Options Granted.

      Options granted under the Plan shall not be transferable by the grantee
thereof otherwise than by will or the laws of descent and distribution;
provided, however, that the designation of a beneficiary by an employee, a
Non-Employee Director or a Committee Member shall not constitute a transfer; and
options may be exercised during the lifetime of such person only by such person
or, unless such exercise would disqualify an option as an incentive stock
option, by such person's guardian or legal representative.

9.    Termination of Employment and Service as a Non-Employee Director.

      In the event that the employment of an employee, or the service of a
Non-Employee Director or Committee Member, to whom an option has been granted
under the Plan shall be terminated for any reason other than as set forth in
paragraph 10, such option may, subject to the provisions of the Plan, be
exercised (but only to the extent that the employee or Non-Employee Director was
entitled to do so at the termination of his or her employment) at any time
within thirty (30) days after such termination, but in no case later than the
date on which the option terminates; provided, however, that if employment of an
employee or the service of a Non-Employee Director or Committee Member is
terminated for Cause (as defined below), the Option hereunder shall lapse
immediately upon such termination and shall not thereafter be exercisable. For
purposes of this Agreement, "Cause" shall mean willful misconduct or gross
negligence which has an adverse effect, financial or otherwise, on the
Corporation or any of its subsidiaries; dishonesty, embezzlement, fraud,
accepting bribery or kickbacks or similar acts involving the Corporation or any
of its subsidiaries or in connection with employment by the Corporation;
conviction of, or a plea of guilty or nolo contendre to, a felony or any crime
involving moral turpitude; or habitual absenteeism as a result of substance
abuse.

      Except with respect to Formula Options of Committee Members, any option
agreement or any rules and regulations relating to the Plan may contain such
provisions as the Committee shall approve with reference to the determination of
the date employment terminates and the effect of leaves of absence. Any such
rules and regulations with reference to any option agreement shall be consistent
with the provisions of the Code and any applicable rules and regulations
thereunder. Nothing in the Plan or in any award granted pursuant to the Plan
shall confer upon any employee or director any right to continue in the employ
or service of the Corporation or any of its subsidiaries or interfere in any way
with the right of the Corporation or any such subsidiary to terminate such
employment at any time.


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10.   Eligible Retirement, Death or Total Disability of Participant.

      If any participant shall die, or suffer a Total Disability, while employed
by, or acting as an officer or a director of, the Corporation or its
subsidiaries or if any such participant terminates his or her employment or
service as an officer or a director pursuant to an Eligible Retirement, such
option may be exercised, as set forth herein, whether or not the participant was
otherwise entitled at such time to exercise such option. Subject to the
restrictions otherwise set forth in the Plan, such option shall be exercisable
by the participant, a legatee or legatees of the participant under the
participant's last will, or by the participant's personal representatives or
distributees, whichever is applicable, at any time (but in no case later than
the date on which the option terminates in accordance with the terms of grant)
before the earlier of (i) one year following the date of the participant's death
or Total Disability (if the participant shall have died or suffered a Total
Disability while employed by, or acting as a director of, the Corporation or its
subsidiaries), or (ii) three months following the date of such participant's
Eligible Retirement.

      For purposes of this plan, "Total Disability" means the incapacity of the
participant, as a result of accident or sickness, which results in termination
of employment or service as a Non-Employee Director or Committee member.

11.   Adjustments Upon Changes in Capitalizations, etc.

      (a) Notwithstanding any other provision of the Plan, except as set forth
in Section 11(b), the Committee may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
or to any outstanding options as it shall deem appropriate to prevent dilution
or enlargement of rights, including adjustments in the event of distributions to
holders of Common Stock other than a normal cash dividend, changes in the
outstanding Common Stock by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchange of shares,
separations, reorganizations, liquidations and the like. In the event of any
offer to holders of Common Stock generally relating to the acquisition of their
shares, the Committee may make such adjustment as it deems equitable in respect
of outstanding options, including in the Committee's discretion revision of
outstanding options so that they may be exercisable for or payable in the
consideration payable in the acquisition transaction. Any such determination by
the Committee shall be conclusive. No adjustment shall be made in the minimum
number of shares with respect to which an option may be exercised at any time.
Any fractional shares resulting from such adjustments to options shall be
eliminated.

      (b) If any of the adjustments referred to in Section 11(a) are required
with respect to the Formula Options, then any such adjustment shall be
determined in a manner which reflects the least favorable adjustment made with
respect to the Common Stock subject to options then held by participants.


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12.   Effective Date; Listing; Registration.

      (a) The amendments to, and restatement of, the Drew Industries
Incorporated Stock Option Plan dated March 29, 1995 contained herein shall
become effective as of June 1, 1999. The Plan shall terminate at the close of
business on December 31, 2003 and no Option may be granted under the Plan
thereafter, but such termination shall not affect any Option theretofore
granted.

      (b) Except with respect to the Formula Options, the Committee may, in its
discretion, grant awards under the Plan, the grant, exercise or payment of which
shall be expressly subject to the conditions that to the extent required at the
time of grant, exercise or payment (i) the shares of Common Stock covered by
such awards of options shall be duly listed, upon official notice of issuance,
on any securities exchange as may at the time be the principal market for the
Common Stock, and (ii) if the Corporation deems it necessary or desirable a
registration statement under the Securities Act of 1933, as amended, with
respect to such shares shall be effective.

13.   Termination and Amendment.

      The Board of Directors of the Corporation may suspend, terminate or amend
the Plan, except no such action may (a) increase the maximum number of shares
covered by the Plan or change the class of employees eligible to receive
options; (b) reduce the exercise price for any stock options below the fair
market value of the Common Stock on the date of the grant of such option, except
as provided in Section 4(d); (c) extend beyond 10 years from the date of the
grant the period within which an option may be exercised; (d) extend the period
during which options may be granted; or (e) increase the maximum number of
shares with respect to which options may be granted to any employee; provided,
further, that if any such amendment requires stockholder approval to meet the
requirements of the then applicable rules under Section 16(b) of the Exchange
Act, such amendment shall be subject to the approval of the Corporation's
stockholders. If the Plan is terminated, the terms of the Plan shall,
notwithstanding such termination, continue to apply to awards granted prior to
such termination and options granted prior to termination of the Plan may be
exercised in accordance with their terms after the Plan's termination. In
addition, no suspension, termination, modification or amendment of the Plan may,
without the consent of the participant to whom an award shall theretofore have
been granted, adversely affect the rights of such participant under such award
or affect the validity of any then outstanding option previously granted under
the Plan.

14.   Written Agreements.

      Each award of options shall be evidenced by a written option agreement,
executed by the employee and the Corporation, which shall contain such
restrictions, terms and conditions as the Committee may require.


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15.   Governing Law.

      This Plan shall be governed and construed in accordance with the laws of
the State of Delaware, without regards to the conflict of law principles
thereof.


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