SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            FORM 10-K/A
                           Amendment No. 2

(Mark One)
[X]  Annual report  pursuant to section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 [Fee Required] for the fiscal year ended June 30, 1996 or
[   ]  Transition  report  pursuant  to  section  13 or 15(d) of the  Securities
    Exchange  Act of 1934  [No Fee  Required]  for the  transition  period  from
    _______ to ________

Commission file number 2-18868

                KNAPE & VOGT MANUFACTURING COMPANY
      (Exact name of registrant as specified in its charter)

               Michigan                             38-0722920
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

      2700 Oak Industrial Drive, N.E., Grand Rapids, MI     49505
       (Address of principal executive offices)          (Zip Code)

                          (616) 459-3311
       (Registrant's telephone number, including area code)


        Securities registered pursuant to 12(b) of the Act:

Title of each class              Name of each exchange on which registered
      None                                            None

       Securities Registered pursuant to Section 12(g) of the Act:

             Common Stock, par value $2.00 per share
                         (Title of class)

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 check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

The  aggregate  market  value  of  voting  stock  held by  nonaffiliates  of the
registrant was $74,874,143 as of September 6, 1996.

Number of shares  outstanding  of each class of common  stock as of September 6,
1996: 3,332,750 shares of Common Stock, par value $2.00 per share, and 2,548,619
shares of Class B Common Stock, par value $2.00 per share.

Documents incorporated by reference.  Certain portions of the Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on October 18, 1996,
are incorporated by reference into Part III of this Report.
<PAGE>
       ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   Immediately  following are the consolidated balance sheets of the Company and
its subsidiaries as of June 30, 1996, and the related consolidated statements of
income,  stockholders'  equity and cash flows for each of the three years in the
period ended June 30, 1996, the notes thereto,  summary of accounting  policies,
and the independent auditors' report.
<TABLE>
<CAPTION>
       Knape & Vogt Manufacturing Company and Subsidiaries
                   Consolidated Balance Sheets
-----------------------------------------------------------------------------
Year Ended June 30,                       1996               1995
-----------------------------------------------------------------------------
<S>                                       <C>                <C>
Assets:
Current Assets:
  Cash and equivalents                    $    244,271        $    534,280
  Accounts receivable,
    less allowances of $563,000
    and $554,000, respectively              22,763,645          23,269,196

  Refundable income taxes                    1,860,191             229,183
  Inventories (Note 5)                      23,016,541          23,721,668
  Prepaid expenses                           3,058,021           2,896,794
  Net current assets of
    discontinued operation (Note 3)          1,790,740           4,691,453
-----------------------------------------------------------------------------
Total Current Assets                        52,733,409          55,342,574
-----------------------------------------------------------------------------
Property and Equipment:
  Land and improvements                      1,981,144           1,980,621
  Buildings                                 18,194,668          18,066,497
  Machinery and equipment                   61,953,623          57,673,428
-----------------------------------------------------------------------------
                                            82,129,435          77,720,546
  Less accumulated depreciation             31,747,827          29,021,761
-----------------------------------------------------------------------------
Net Property and Equipment                  50,381,608          48,698,785
-----------------------------------------------------------------------------
Net Property and Equipment of
  Discontinued Operation (Note 3)            1,775,225           3,376,618
-----------------------------------------------------------------------------
Goodwill, net                               18,916,360          19,422,953
-----------------------------------------------------------------------------
Other Assets                                 5,418,557           4,592,784
-----------------------------------------------------------------------------
                                          $129,225,159        $131,433,714
=============================================================================

      See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
       Knape & Vogt Manufacturing Company and Subsidiaries
                   Consolidated Balance Sheets

Year Ended June 30,                       1996               1995
-----------------------------------------------------------------------------
<S>                                       <C>                <C>
Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts payable                        $  4,825,372       $  4,533,165
  Accruals:
    Taxes other than income                  1,381,324          1,567,103
    Compensation                             1,410,521          1,801,566
    Retirement plan contributions              581,126            605,399
    Restructuring Costs (Note 2)             3,440,184                  -
    Miscellaneous                            1,558,891          1,038,588
-----------------------------------------------------------------------------
Total Current Liabilities                   13,197,418          9,545,821

Supplemental Retirement Benefits
 (Notes 7 and 8)                             1,504,067          1,439,167

Long-Term Debt (Note 6)                     35,000,000         35,800,000

Deferred Lease Costs                         2,360,124          2,885,090

Deferred Income Taxes (Note 10)              7,989,800          9,049,800
-----------------------------------------------------------------------------
Total Liabilities                           60,051,409         58,719,878
-----------------------------------------------------------------------------
Commitments (Notes 7, 8 and 9)

Stockholders' Equity (Notes 11 and 12)
  Stock:
    Common, $2 par - 6,000,000 shares
      authorized; 3,327,918 and
      3,295,496 issued                      6,655,836          6,590,992

    Class B common, $2 par -
      4,000,000 shares authorized;
      2,553,151 and 2,584,418 issued        5,106,302          5,168,836

    Preferred, 2,000,000 shares
      authorized and unissued                       -                  -

  Additional paid-in capital               33,080,087         33,065,773

  Retained earnings                        25,542,811         29,205,000

  Cumulative foreign currency
   translation adjustment                  (1,211,286)        (1,316,765)
-----------------------------------------------------------------------------
Total Stockholders' Equity                 69,173,750         72,713,836
-----------------------------------------------------------------------------
                                         $129,225,159       $131,433,714
=============================================================================

     See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                Knape & Vogt Manufacturing Company and Subsidiaries
                       Consolidated Statements of Income

Year ended June 30,               1996            1995            1994
<S>                               <C>             <C>             <C>
Net Sales                         $163,012,030    $168,190,969    $145,504,536

Cost of Sales                      124,408,648     127,296,470     107,701,337
------------------------------------------------------------------------------
Gross profit                        38,603,382      40,894,499      37,803,199
------------------------------------------------------------------------------
Expenses:
  Selling and shipping              21,044,004      19,882,242      18,547,404
  Administrative and general         6,394,013       6,922,412       6,188,530
  Restructuring and impairment
   of assets  (Note 2)               3,496,000               -               -
------------------------------------------------------------------------------
Total expenses                      30,934,017      26,804,654      24,735,934
------------------------------------------------------------------------------
Operating income                     7,669,365      14,089,845      13,067,265
------------------------------------------------------------------------------
Other Expenses:
  Interest                           2,253,992       2,471,652       1,426,328
  Other, net                           277,315         178,488         307,217
------------------------------------------------------------------------------
Total other expenses                 2,531,307       2,650,140       1,733,545
------------------------------------------------------------------------------
Income from continuing operations
 before income taxes                 5,138,058      11,439,705      11,333,720

Income Taxes-Continuing Operations
 (Note 10)                           2,035,000       3,849,000       4,020,000
------------------------------------------------------------------------------
Income from continuing operations    3,103,058       7,590,705       7,313,720
------------------------------------------------------------------------------
Discontinued Operation,
 Net of Income
  Taxes (Note 3)
  Income (loss) from operation        (337,926)        654,433         842,556
  Estimated loss on sale            (2,700,000)              -               -
------------------------------------------------------------------------------
Total discontinued operation,
 net of income taxes                (3,037,926)        654,433         842,556
------------------------------------------------------------------------------
Net Income                         $    65,132      $8,245,138      $8,156,276
==============================================================================
Net Income Per Share
 (Notes 2, 3 and 12)
   From continuing operations      $       .53      $     1.29      $    1.24
   From discontinued operation     $      (.52)     $      .11      $     .15
------------------------------------------------------------------------------
Total Net Income Per Share         $       .01      $     1.40      $    1.39
==============================================================================
Dividends Per Share
  Common stock                     $       .66      $      .66      $     .60
  Class B common stock             $       .60      $      .60      $     .545
==============================================================================
Weighted Average Shares
 Outstanding (Note 12)               5,883,227       5,890,931       5,877,959
==============================================================================
     See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             Knape & Vogt Manufacturing Company and Subsidiaries
               Consolidated Statements of Stockholders' Equity

                                                                  Cumulative
                                                                   foreign
                                      Additional                  currency
                        Common        paid-in       Retained      translation
                        stock         capital       earnings      adjustment
<S>                     <C>           <C>           <C>           <C>
Balance, July 1, 1993   $10,643,990   $23,689,539   $30,044,186   $  (501,753)
  Net income for 1994             -             -     8,156,276             -
  Cash dividends                  -             -    (3,373,493)            -
  Stock issued under
   stock option plan
   (Note 11)                 32,664       209,883             -             -
  Foreign currency
   translation
   adjustment                     -             -             -      (927,402)
------------------------------------------------------------------------------
Balance, June 30, 1994   10,676,654    23,899,422    34,826,969    (1,429,155)
  Net income for 1995             -             -     8,245,138             -
  Cash dividends                  -             -    (3,722,814)            -
  10% stock dividend
   (Note 12)              1,066,710     9,067,035   (10,144,293)            -
  Stock issued under
   stock option
   plan (Note 11)            16,464        99,316             -             -
  Foreign currency
   translation adjustment         -             -             -       112,390
------------------------------------------------------------------------------
Balance, June 30, 1995   11,759,828    33,065,773    29,205,000    (1,316,765)
  Net income for 1996             -             -        65,132             -
  Cash dividends                  -             -    (3,727,321)            -
  Stock issued under
   stock option
   plan (Note 11)             2,310        14,314             -             -
  Foreign currency
   translation adjustment         -             -             -       105,479
------------------------------------------------------------------------------
Balance, June 30, 1996  $11,762,138   $33,080,087   $25,542,811   $(1,211,286)
==============================================================================

     See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
       Knape & Vogt Manufacturing Company and Subsidiaries
              Consolidated Statements of Cash Flows

Year ended June 30,              1996            1995             1994
<S>                              <C>             <C>             <C>
Operating Activities
 Net income                       $   65,132     $ 8,245,138     $  8,156,276
 Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:
    Depreciation of fixed assets   6,190,031       5,876,391        5,250,453
    Amortization of other assets   1,155,322       1,022,047          836,048
    Increase (decrease) in
      deferred income taxes       (1,060,000)      1,339,000          712,000
    Increase (decrease) in
     supplemental retirement
      benefits                        64,612         112,089          (23,717)
    Increase (decrease) in
      deferred lease costs          (524,966)       (509,234)        (289,814)
    Loss on sale of the
      discontinued operation       3,866,000               -                -
    Changes in operating assets
      and liabilities:
        Decrease (increase) in:
          Accounts receivable        515,079         (40,221)      (1,007,096)
          Refundable income
            taxes                 (1,627,737)       (502,295)       1,034,359
          Inventories                720,025       1,909,457         (122,998)
          Net assets of
            discontinued
            operation                636,106         184,722       (1,702,032)
          Prepaid expenses          (160,535)    (1,410,260)          148,846
        Increase (decrease) in:
          Accounts payable           289,679     (1,465,580)       (2,895,957)
          Accrued restructuring
            costs                  3,440,184              -                 -
          Accruals                   (83,555)    (1,981,633)           64,043
------------------------------------------------------------------------------
Net cash provided by
 operating activities            13,485,377     12,779,621         10,160,411
------------------------------------------------------------------------------
Investing Activities
  Additions to property,
    plant and equipment          (8,032,779)    (4,181,472)        (3,837,249)
  Sales of property,
    plant and equipment             175,651         20,015             32,595
  Payments for purchase of
    subsidiaries                          -              -        (29,270,859)
  Payments for other assets      (1,471,438)      (913,762)          (738,844)
------------------------------------------------------------------------------
Net cash used for investing
 activities                      (9,328,566)   (5,075,219)        (33,814,357)
------------------------------------------------------------------------------
Financing Activities
  Purchase of fractional shares           -       (10,548)                  -
  Cash dividends declared        (3,727,321)   (3,722,814)         (3,373,493)
  Proceeds from issuance of
    common stock                     16,624       115,780             242,547
  Additions to long-term debt
    including current portion             -             -          27,250,000
  Payments on long-term debt       (800,000)   (4,200,000)                  -
------------------------------------------------------------------------------
Net cash provided by (used
 for) financing activities       (4,510,697)   (7,817,582)         24,119,054
------------------------------------------------------------------------------
Effect of Exchange Rate
 Changes on Cash                     63,877        80,380            (488,117)
------------------------------------------------------------------------------
Net Decrease in Cash and
 Equivalents                       (290,009)      (32,800)            (23,009)
Cash and Equivalents, beginning
 of year                            534,280       567,080             590,089
------------------------------------------------------------------------------
Cash and Equivalents, end of
 year                              $244,271      $534,280            $567,080
==============================================================================
     See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
            Knape & Vogt Manufacturing Company and Subsidiaries
                 Notes to Consolidated Financial Statements

1. Summary of       Principles of Consolidation
   Significant
   Accounting       The consolidated  financial  statements include the accounts
   Policies         of Knape & Vogt  Manufacturing  Company and its wholly-owned
                    subsidiaries (Company).  All material intercompany balances,
                    transactions  and  stockholdings  have  been  eliminated  in
                    consolidation.

                    Description of Business and Concentration of Credit Risk

                    The Company designs,  manufactures  and distributes  storage
                    products including  decorative and utility shelving systems,
                    drawer  slides,  home  workshop  items,  kitchen  and closet
                    storage products and cabinet hardware. The Company announced
                    its decision to sell its store  fixture  operation  and this
                    portion  of  the   business  is  shown  as  a   discontinued
                    operation.  The  Company  primarily  sells its  products  to
                    customers in the retail  hardware and cabinet  manufacturing
                    industries. No single customer accounts for more than 10% of
                    consolidated  sales.  The Company  performs  ongoing  credit
                    evaluations  and  maintains  reserves for  potential  credit
                    losses.

                    Foreign Currency Translation

                    The accounts of the foreign  subsidiary are translated  into
                    U.S.  dollars in  accordance  with  Statement  of  Financial
                    Accounting  Standards  No. 52.  Assets and  liabilities  are
                    translated at year-end  exchange  rates.  Income and expense
                    accounts are translated at average  exchange rates in effect
                    during the year.  Adjustments  relating  to the  translation
                    process are  accumulated  and reported in the  stockholders'
                    equity section as a Cumulative Foreign Currency  Translation
                    Adjustment.

                    Fair Value of Financial Instruments

                    The carrying amounts of the Company's financial instruments,
                    which consist of cash,  receivables,  bank revolving  credit
                    agreement  and  accounts  payable,  approximate  their  fair
                    values.

                    Cash Equivalents

                    All highly liquid debt  instruments with a maturity of three
                    months  or  less  when  purchased  are  classified  as  cash
                    equivalents.
<PAGE>
            Knape & Vogt Manufacturing Company and Subsidiaries
                Notes to Consolidated Financial Statements

Inventories         Inventories  are  stated  at the  lower  of FIFO  (first-in,
                    first-out)   cost  or  market   for  100%  and  87%  of  the
                    inventories at June 30, 1996 and 1995,  respectively.  Until
                    1996,  one  subsidiary  used the LIFO  (last-in,  first-out)
                    method to determine  cost, the inventory  value of which was
                    approximately $418,000,  lower than it would have been under
                    the  FIFO  method  at  June  30,  1995.   During  1996,  the
                    subsidiary  changed  to  the  FIFO  method.  The  change  in
                    accounting  principle was made to provide a better  matching
                    of revenue  and  expenses.  This  accounting  change was not
                    material  to  the  financial  statements  on  an  annual  or
                    quarterly basis, and accordingly, no retroactive restatement
                    of prior years' financial statements was made.

                    Property, Equipment, Depreciation and Amortization

                    Property and equipment are stated at cost after  elimination
                    of  fully   depreciated   items.  For  financial   reporting
                    purposes, depreciation is computed over the estimated useful
                    lives of the assets by the straight-line  method. For income
                    tax purposes,  accelerated  depreciation methods and shorter
                    useful lives are used.

                    Goodwill

                    Goodwill   represents  the  amount  by  which  the  cost  of
                    businesses  purchased  exceeds  the  fair  value  of the net
                    assets  acquired.  Goodwill is amortized over a period of 40
                    years   using   the   straight-line   method.    Accumulated
                    amortization of goodwill was $1,347,358 and $840,765 at June
                    30, 1996 and 1995,  respectively.  The Company  periodically
                    reviews  goodwill  for  impairment  based upon  undiscounted
                    operating income over the remaining life of the goodwill.

                    Deferred Lease Costs

                    Deferred lease costs arising from an  acquisition  represent
                    the excess of actual  rent  payments on an  operating  lease
                    over the current market rental rate at the acquisition date.
                    The  deferred  lease cost is amortized  over 57 months,  the
                    remaining life of the lease.
<PAGE>
               Knape & Vogt Manufacturing Company and Subsidiaries
                   Notes to Consolidated Financial Statements

                    Employee Retirement Plans

                    The Company has pension and  profit-sharing  plans  covering
                    substantially all employees. The Company's policy is to fund
                    pension  costs for the plan in amounts which equal or exceed
                    the ERISA minimum requirements.

                    The  Company  has  a  supplemental  retirement  program  for
                    officers.   The  cost  of  the   supplemental   program   is
                    actuarially determined and is accrued but not funded.

                    Income Taxes

                    The  Company  accounts  for certain  income and  expenses in
                    different  periods for  financial  reporting  and income tax
                    purposes.  The  Company  utilizes  the  liability  method to
                    account for deferred income taxes by applying  statutory tax
                    rates in effect at the  balance  sheet  date to  differences
                    between the financial  reporting and tax bases of assets and
                    liabilities.  The  resulting  deferred  tax  liabilities  or
                    assets are adjusted to reflect  changes in tax laws or rates
                    by means of charges or credits to income tax expense.

                    Use of Estimates in Preparation of Financial Statements

                    The  preparation of financial  statements in accordance with
                    generally accepted accounting principles requires management
                    to make estimates and  assumptions  that affect the reported
                    amounts  of  assets  and   liabilities   and  disclosure  of
                    contingent  assets  and  liabilities  at  the  date  of  the
                    financial  statements  and the reported  amounts of revenues
                    and expenses  during the reporting  period.  Actual  results
                    could differ from those estimates.

                    Accounting for the Impairment of Long-Lived Assets

                    In March 1995,  the  Financial  Accounting  Standards  Board
                    issued  Statement of Financial  Accounting  Standards (SFAS)
                    No.  121,  Accounting  for the  Impairment  of  Long-  Lived
                    Assets.  The Company is required to adopt this  statement by
                    its fiscal year ending in 1997.  The new statement  requires
                    the  Company  to review  long-lived  assets  for  impairment
                    whenever  events or changes in  circumstances  indicate that
                    the carrying amount of an asset may not be recoverable.  The
                    Company  does not expect the  adoption of this  statement to
                    have a material impact on its financial  position or results
                    of operations.
<PAGE>
                Knape & Vogt Manufacturing Company and Subsidiaries
                   Notes to Consolidated Financial Statements

                    Advertising

                    The Company  expenses the costs of  advertising as incurred.
                    Advertising  expense was $553,000 in 1996, $622,000 in 1995,
                    and $416,000 in 1994.

                    Earnings Per Share

                    Earnings  per share are  computed  on the  weighted  average
                    number of the  combined  common  and  Class B common  shares
                    outstanding during each year. Earnings per share is computed
                    using the treasury  stock method,  under which the number of
                    shares outstanding reflects the assumed repurchase of shares
                    of the  Company's  common stock with the  proceeds  from the
                    assumed exercise of outstanding stock options.

2. Restructuring    On June 24,  1996,  the Board of  Directors  of the  Company
   and Impairment   approved a restructuring  plan designed to improve operating
   of Assets        efficiencies. The plan involves the shift of wood production
                    from  Modar to Hirsh and the  subsequent  sale or closure of
                    the Modar facility, the transfer of redundant  manufacturing
                    operations performed at Knape & Vogt Canada to the corporate
                    headquarters  in  Grand  Rapids,  and  an  early  retirement
                    program to salaried  employees at the Grand Rapids location.
                    The   restructuring  and  impairment  charge  of  $3,496,000
                    primarily  relates to severance  and employee  benefit costs
                    ($1,635,000),  the write-down of assets to be disposed of to
                    their  fair  market  value   ($1,509,000)  and  other  costs
                    ($352,000).  As an  additional  part of the  plan  which  is
                    reported as part of costs of sales,  the Board of  Directors
                    authorized  the  liquidation  of  $863,000  of  slow  moving
                    inventories in order to create additional  manufacturing and
                    warehousing   space.   After  an  income   tax   benefit  of
                    $1,534,000,  these actions reduced fiscal year 1996 earnings
                    by $2,825,000 or $.48 per share.

3. Discontinued     On August 20, 1996,  the Company  announced  its decision to
   Operation        sell  the  Roll-it  division  of  Knape & Vogt  Canada  Inc.
                    (Roll-it),  the Company's store fixture operation. It is the
                    Company's  intent to sell the  Roll-it  division  within the
                    next fiscal year through an independent  broker.  Roll-it is
                    reported as a discontinued  operation,  and the consolidated
                    financial statements have been reclassified to segregate the
                    net assets and operating results of the business.
<PAGE>
                    The  estimated  loss on the sale of Roll-it is $3.9 million,
                    which  includes a reduction  in asset values of $3.6 million
                    and a provision for anticipated  closing costs and operating
                    losses until  disposal of $.3 million.  The loss is reported
                    net  of an  income  tax  benefit  of  $1.2  million,  for an
                    after-tax  loss of $2.7  million.  The  amounts are based on
                    estimates  of the  proceeds  expected  to be realized on the
                    sale of the store fixture operation. The amounts the Company
                    will ultimately  realize could differ materially in the near
                    term from the  amounts  assumed in  arriving  at the loss on
                    disposal of the discontinued  operation.  Summary  operating
                    results of the discontinued  operation (in thousands) are as
                    follows:
<TABLE>
June 30,                                              1996         1995         1994
--------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>
Revenues                                           $  13,540    $  14,851    $  14,371
Costs and expenses                                    13,990       13,823       13,056
--------------------------------------------------------------------------------------
Income (loss) before taxes                              (450)       1,028        1,315
Income tax expense (benefit)                            (112)         374          472
--------------------------------------------------------------------------------------
Net income (loss)                                  $    (338)   $     654    $     843
======================================================================================
</TABLE>
                    Net assets of the  discontinued  operation at June 30, 1996,
                    of approximately  $3.6 million  consisted of $1.8 million of
                    current   assets,   deductions  for  an  allowance  for  the
                    estimated loss on disposal,  estimated  operating  losses to
                    the anticipated  disposal date, current liabilities and $1.8
                    million of equipment.

4. Acquisition      On November 30, 1993, the Company acquired all of the issued
                    and outstanding  capital stock of The Hirsh Company (Hirsh).
                    Located  in Skokie,  Illinois,  Hirsh is a  manufacturer  of
                    steel shelving products, home workshop items, closet storage
                    systems and other storage products.  Hirsh is being operated
                    as a  subsidiary  of the  Company.  The  stock of Hirsh  was
                    purchased with cash, and in connection with the acquisition,
                    the Company contributed to the capital of Hirsh to repay all
                    of its  outstanding  indebtedness.  The Company's  aggregate
                    acquisition cost was $29,270,859, and the funds required for
                    the   acquisition   were   borrowed   under  the   Company's
                    $47,500,000   line  of  credit  with  a  local   bank.   The
                    transaction was accounted for as a purchase;  therefore, the
                    results of the  operations  for Hirsh since the  acquisition
                    date are included in the accompanying consolidated financial
                    statements.
<PAGE>
             Knape & Vogt Manufacturing Company and Subsidiaries
                  Notes to Consolidated Financial Statements

                    Unaudited  pro forma 1994 results of  operations,  as if the
                    acquisition had occurred July 1, 1993, are as follows:
<TABLE>
                       <S>                             <C>
                       Net sales                       $166,072,763
                       Net income                         7,496,878
                       Net income per share                    1.28
                       ============================================
</TABLE>
5. Inventories      Inventories are summarized as follows:
<TABLE>
                       June 30,                     1996              1995
                       <S>                          <C>               <C>
                       Finished products            $13,189,032    $13,791,986
                       Work in process                2,665,754      2,275,296
                       Raw materials and supplies     7,161,755      7,654,386
                       -------------------------------------------------------
                                                    $23,016,541    $23,721,668
                       =======================================================
</TABLE>

6. Long-Term Debt   At June 30,  1996 and  1995,  long-term  debt  consisted  of
                    borrowings  under an unsecured  revolving  credit  agreement
                    which  provides for loans up to  $47,500,000  with  interest
                    between 40 and 50 basis points above the federal  funds rate
                    depending on the Company's  interest coverage ratio. At June
                    30, 1996 there was a $35,000,000  balance  outstanding under
                    the revolving credit agreement;  with an effective  interest
                    rate of 5.45%.  The  agreement  contains  certain  covenants
                    which the Company is in  compliance  with at June 30,  1996.
                    The revolving credit is required to be repaid by November 1,
                    1997. Annually, the Company may request that the maturity of
                    the revolving credit be extended by another year.

7. Retirement       The  Company  has several  noncontributory  defined  benefit
   Plans            pension  plans  and  defined   contribution  plans  covering
                    substantially  all of its  employees.  The  defined  benefit
                    plans provide benefits based on the  participants'  years of
                    service.  The Company's  funding policy for defined  benefit
                    plans is to make annual  contributions which equal or exceed
                    regulatory  requirements.  The Company's  board of directors
                    annually  approves  contributions  to  defined  contribution
                    plans.

                    The Company also has a supplemental  retirement  program for
                    designated officers of the Company which also includes death
                    and disability benefits.

<PAGE>
       Knape & Vogt Manufacturing Company and Subsidiaries
            Notes to Consolidated Financial Statements


The cost of retirement benefits is as follows:

<TABLE>
                       Year ended June 30,              1996  1995    1994
                       -------------------------------------------------------
                       <S>               <C>          <C>          <C>
                       Discretionary
                        profit-sharing   $  585,965   $  576,558   $  741,187
                       Pension              261,781      301,349      257,597
                       Supplemental
                        retirement          193,960      158,442      132,200
                       -------------------------------------------------------
                                         $1,041,706   $1,036,349   $1,130,984
                       =======================================================
</TABLE>
                    Net  periodic  cost  for  the  pension  plans  included  the
                    following components:
<TABLE>
                       Year ended June 30, 1996         1995        1994
                       <S>                 <C>          <C>         <C>
                       Service cost -
                        benefits earned
                        during the period  $  280,075   $ 251,503   $ 204,733
                       Interest cost on
                        projected benefit
                        obligation            737,433     726,789     711,826
                       Actual return on
                        plan assets        (1,208,193)   (930,192)    (25,277)
                       Net deferral and
                        amortization of
                        unrecognized
                        amounts               452,466     253,249    (633,685)
                       -------------------------------------------------------
                       Net periodic
                        pension cost       $  261,781   $ 301,349   $ 257,597
                       =======================================================
</TABLE>
                    The weighted  average  discount rate used in determining the
                    actuarial present value of the projected benefit  obligation
                    of the pension plans was 8.5% at June 30, 1996 and 1995. The
                    expected long-term rate of return on plan assets was 8.5%.

                    The funded status of the pension plans is as follows:
<TABLE>
                       June 30,                      1996           1995
                       <S>                           <C>            <C>
                       Actuarial present value
                         of benefit obligations:
                          Accumulated and projected
                            benefit obligation,
                            vested benefits of
                            $9,149,228 and
                            $8,790,594               $9,248,880    $8,890,564
                          Plan assets at fair
                            value, primarily
                            equity securities
                            and fixed income funds   10,183,105     9,169,454
                       -------------------------------------------------------
                       Plan assets in excess of
                         projected benefit
                         obligations                    934,225       278,890
                       -------------------------------------------------------
                       Unrecognized net obligations:
                         Unrecognized net loss          292,637       853,808
                         Unrecognized prior service
                           cost                         910,955       981,820
                         Unrecognized transition
                           net asset, being recognized
                           over 14.4 years             (402,500)     (456,900)
                       -------------------------------------------------------
                       Unrecognized net obligations     801,092     1,378,728
                       -------------------------------------------------------
                       Prepaid pension cost
                         included in other assets    $1,735,317    $1,657,618
                       =======================================================
</TABLE>
<PAGE>
               Knape & Vogt Manufacturing Company and Subsidiaries
                    Notes to Consolidate Financial Statements

8. Postretirement   The Company maintains a defined benefit  postretirement plan
   Health Care      for  substantially  all  employees  which  provides  certain
   Benefits         health care benefits.  Eligibility and benefits are based on
                    age and  years of  service.  On July 1,  1992,  the  Company
                    adopted   SFAS   No.   106,   Employers'    Accounting   for
                    Postretirement   Benefits   Other   Than   Pensions,   on  a
                    prospective basis. The transition  obligation represents the
                    difference  between  the  Company's  July 1,  1992,  accrued
                    postretirement  benefit  costs prior to the adoption of SFAS
                    No. 106 and the Plan's  unfunded  liability  as of that date
                    and is being  amortized  over 20 years.  During  fiscal year
                    1994,  the Company  revised the  eligibility  definition for
                    benefits.  This reduced the  liability as of July 1, 1993 by
                    $916,457.  This decrease in the liability is being amortized
                    over 17 years, the average  remaining  service period of the
                    active employees.

                    The components of net periodic  postretirement  benefit cost
                    are as follows:
<TABLE>
                       Year ended June 30,     1996       1995       1994
                       <S>                     <C>        <C>        <C>
                       Service cost -
                        benefits earned
                        during the year        $ 82,461   $107,493   $114,233
                       Interest cost on
                        projected benefit
                        obligation              126,329    144,266    134,645
                       Amortization of
                        transition
                        liability over
                        20 years                 93,861     93,861     93,861
                       Amortization of prior
                        service costs           (57,279)   (57,279)   (25,561)
                       Amortization of
                        unrecognized net loss    18,415     37,162          -
                       -------------------------------------------------------
                       Net postretirement
                        health care cost       $263,787   $325,503   $317,178
                       =======================================================
</TABLE>
                    A reconciliation of the accumulated  postretirement  benefit
                    obligation to the liability  recognized in the  consolidated
                    balance sheets is as follows:
<TABLE>
                       June 30,                     1996          1995
                       -------------------------------------------------------
                       <S>                          <C>           <C>
                       Accumulated postretirement
                        benefit obligation:
                         Active participants        $  828,891    $ 1,010,493
                         Retirees                      704,498        731,874
                       -------------------------------------------------------
                                                     1,533,389      1,742,367
                       Unrecognized transition
                        obligation                  (1,501,763)    (1,595,624)
                       -------------------------------------------------------
                                                        31,626        146,743
                       Unrecognized net loss          (443,795)      (682,130)
                       Unrecognized prior service
                        cost                           744,620        801,899
                       -------------------------------------------------------
                       Postretirement health care
                        liability                   $  332,451    $   266,512
                       =======================================================
</TABLE>
<PAGE>
              Knape & Vogt Manufacturing Company and Subsidiaries
                 Notes to Consolidated Financial Statements

                    The actuarial  calculation  assumes a health care  inflation
                    rate of 9.8% in 1996 and grades  down  uniformly  to 6.5% in
                    2002 and  remains  level  thereafter.  The health  care cost
                    trend rate has an effect on the amounts reported. Increasing
                    the health care inflation rate by 1% would increase the June
                    30, 1996,  accumulated  postretirement benefit obligation by
                    $118,378,  and the 1996 net postretirement  health care cost
                    by  $20,294.  The  discount  rate  used in  determining  the
                    accumulated  postretirement benefit obligation was 8.5%. The
                    Company's  postretirement  health care plans are not funded.
                    Prior to 1993, the cost of providing postretirement benefits
                    was expensed as incurred.

9.                  Lease  Commitments  The  Company  is  leasing  certain  real
                    property under the terms of two to five year leases.

                    Future minimum payments are as follows:
<TABLE>
                       Year ending June 30,
                       -------------------------------------------------------
                       <S>                                 <C>
                       1997                                $1,508,148
                       1998                                 1,543,804
                       1999                                 1,562,573
                       2000                                 1,422,191
                       2001                                   217,462
                       -------------------------------------------------------
                                                           $6,254,178
                       =======================================================
</TABLE>
                    Rent expense  under all operating  leases was  approximately
                    $2,076,000,  $2,070,000  and  $1,461,000  in 1996,  1995 and
                    1994, respectively.

10. Income Taxes    Income  from  continuing   operations  before  income  taxes
                    consists of:
<TABLE>
                       Year ended
                       June 30,         1996         1995          1994
                       -------------------------------------------------------
                       <S>              <C>          <C>           <C>
                       United States    $5,603,192   $10,708,095   $10,686,317
                       Foreign            (465,134)      731,610       647,403
                       -------------------------------------------------------
                       Income from
                        continuing
                        operations
                        before
                        income taxes    $5,138,058   $11,439,705   $11,333,720
                       =======================================================
</TABLE>

                       Income tax expense (benefit) from continuing operations
                       consists of:
<TABLE>
                       Year ended
                        June 30,          1996         1995         1994
                       -------------------------------------------------------
                       <S>                <C>          <C>          <C>
                       Current:
                        United States     $3,189,000   $2,298,000   $2,942,000
                        Foreign             (152,000)     129,000      210,000
                        State and local       58,000       83,000      103,000
                       -------------------------------------------------------
                       Total current       3,095,000    2,510,000    3,255,000
                       -------------------------------------------------------
<PAGE>
                       Deferred:
                        United States     (1,159,000)   1,208,000      609,000
                        Foreign               14,000      121,000       15,000
                        State and local       85,000       10,000      141,000
                       -------------------------------------------------------
                       Total deferred     (1,060,000)   1,339,000      765,000
                       -------------------------------------------------------
                       Income tax
                        expense           $2,035,000   $3,849,000   $4,020,000
                       =======================================================
</TABLE>
                    The difference  between the effective tax rates of 40%, 34%,
                    and  35% in  1996,  1995  and  1994,  respectively,  and the
                    federal  statutory rate of 34% is due to foreign,  state and
                    local income taxes. The increase in consolidated  income tax
                    expense  in  1996  is  due to  the  reduction  of use by the
                    Company of  research  and  development  credits  compared to
                    prior years.  Tax laws in the United  States  which  created
                    research  and  development  tax credits  expired on June 30,
                    1995,  and the Company was not able to use these  credits to
                    reduce 1996 income tax expense.

                    The sources of the net deferred  income tax liability are as
                    follows:
<TABLE>
                       June 30,                     1996         1995
                       -------------------------------------------------------
                       <S>                          <C>           <C>
                       Different book/tax basis of
                         property and equipment     $ 9,742,000   $ 9,713,000
                       Inventory valuation
                         reserves                       478,000       427,000
                       Net operating loss
                         carryforward expiring
                         through 2008                (1,228,000)   (1,179,000)
                       Restructuring accrual         (1,207,000)       ----
                       Other                            204,800        88,800
                       -------------------------------------------------------
                                                    $ 7,989,800   $ 9,049,800
                       =======================================================
</TABLE>

                    The Company has not provided for United  States income taxes
                    on undistributed earnings of foreign subsidiaries.  Earnings
                    are  being  reinvested,  the  remittance  of which  has been
                    indefinitely  postponed.  In the event these  earnings  were
                    remitted to the Company,  foreign tax credits  would be used
                    to offset a substantial  portion of the United States income
                    taxes.
<PAGE>
11. Stock Option    The 1987  Stock  Option  Plan  grants key  employees  of the
    Plan            Company options to purchase shares of common stock.  Options
                    were granted at or above the market  price of the  Company's
                    common stock on the date of the grant,  are exercisable from
                    that date and terminate  ten years from the grant date.  The
                    plan,  as  amended  in  October  1994 and in  October  1991,
                    authorized  a total of 300,000  shares to be  available  for
                    issuance under the plan.

                    Transactions are as follows:
<TABLE>
                                              1996        1995        1994
                       <S>                    <C>         <C>         <C>
                       Options outstanding,
                        beginning of year     129,945     103,411      85,070
                       Granted                 45,000      32,250      36,000
                       Exercised               (1,155)     (8,232)    (16,332)
                       Forfeited               (1,050)     (7,430)     (1,327)
                       10% stock dividend           -       9,946          -
                       -------------------------------------------------------
                       Options outstanding
                        and exercisable,
                        end of year           172,740     129,945     103,411
                       =======================================================
                       Options price range,
                        end of year           $ 9.58-      $ 9.58-    $ 9.58-
                                               20.00        20.00      28.41
                       Options available
                        for grant, end
                        of year                46,967      90,917      14,018
                       =======================================================
</TABLE>
                    In October 1995, the Financial  Accounting  Standards  Board
                    issued   SFAS   No.   123,    Accounting   for   Stock-Based
                    Compensation.  SFAS No. 123 allows  companies to continue to
                    account  for  their   stock-based   compensation   plans  in
                    accordance  with APB Opinion 25, but encourages the adoption
                    of the new accounting method to record compensation  expense
                    based on the  estimated  fair value of employee  stock-based
                    compensation.  Companies electing not to follow the new fair
                    value based method are required to provide expanded footnote
                    disclosures, including pro forma net income and earnings per
                    share,  determined  as if the  company  has  adopted the new
                    method.  The  Statement is required to be adopted for fiscal
                    years beginning after December 15, 1995.  Management intends
                    to  continue  to account  for its  stock-based  compensation
                    plans in  accordance  with APB  Opinion 25 and  provide  the
                    supplemental  disclosures  as  required  by  SFAS  No.  123,
                    beginning in 1997.
<PAGE>
12. Stockholders'   On August 19, 1994,  the board of  directors  declared a 10%
    Equity          stock  dividend of the  Company's  common  stock and Class B
                    common stock.  Applicable share and per share data have been
                    restated to reflect the 10% stock dividend.

                    The Company has three classes of stock,  common stock, Class
                    B common stock and unissued  preferred stock.  Each share of
                    common stock  entitles the holder thereof to one vote on all
                    matters submitted to the shareholders. Each share of Class B
                    common  stock  entitles  the holder to ten votes on all such
                    matters,  except  that  the  holders  of  common  stock  are
                    entitled to elect,  voting  separately as a class,  at least
                    one quarter of the Company's directors to be elected at each
                    meeting  held for the  election of  directors.  In all other
                    instances,  holders of common stock and Class B common stock
                    vote  together,  except for  matters  affecting  the powers,
                    preferences  or  rights  of  the  respective  classes  or as
                    otherwise  required under the Michigan Business  Corporation
                    Act. With respect to dividend  rights,  each share of common
                    stock is  entitled  to cash  dividends  at least ten percent
                    (10%)  higher  than  those  payable on each share of Class B
                    common  stock.  Class B common  stock is  subject to certain
                    restrictions  on transfer,  but is  convertible  into common
                    stock on a share-for-share basis at anytime.

13. Supplemental    Total  interest  paid during the years ended June 30,  1996,
    Cash Flows      1995 and 1994, was  $2,245,136,  $2,452,649 and  $1,319,657,
    Information     respectively.

                    Total  income  taxes paid  during  the years  ended June 30,
                    1996,  1995  and  1994,  were  $2,540,139,  $3,375,972,  and
                    $2,739,174, respectively.

14. Foreign         The Company has operations in the United States and Canada:
    Operations         
<TABLE>
                       Year ended
                        June 30,      1996          1995          1994
                       -------------------------------------------------------
                       <S>            <C>           <C>           <C>
                       Net sales:
                        United States $147,691,899  $151,261,132  $132,348,494
                        Canada          15,320,131    16,929,837    13,156,042
                       -------------------------------------------------------
                                      $163,012,030  $168,190,969  $145,504,536
                       =======================================================
                       Operating income:
                        United States $  8,178,485  $ 13,412,124  $ 12,440,250
                        Canada            (509,120)      677,721       627,015
                       -------------------------------------------------------
                                      $  7,669,365  $ 14,089,945  $ 13,067,265
                       =======================================================
                       Total assets:
                        United States $116,460,936  $115,120,879  $117,567,637
                        Canada          12,764,223    16,312,835    15,680,164
                       -------------------------------------------------------
                                      $129,225,159  $131,433,714  $133,247,801
                       =======================================================
</TABLE>
<PAGE>
                         Independent Auditors' Report


Board of Directors
Knape & Vogt Manufacturing Company
Grand Rapids, Michigan

We have audited the  accompanying  consolidated  balance  sheets of Knape & Vogt
Manufacturing  Company and  subsidiaries  as of June 30, 1996 and 1995,  and the
related consolidated  statements of income,  stockholders' equity and cash flows
for  each  of  the  three  years  in the  period  ended  June  30,  1996.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of  Knape & Vogt
Manufacturing  Company  and  subsidiaries  at June 30,  1996 and  1995,  and the
results of their  operations and their cash flows for each of the three years in
the period ended June 30, 1996, in conformity with generally accepted
accounting principles.

/s/ BDO Seidman, LLP
BDO Seidman, LLP
Grand Rapids, Michigan
August 21, 1996

<PAGE>

Consent of Independent Certified Public Accountants



Knape & Vogt Manufacturing Company
Grand Rapids, Michigan

We hereby consent to the  incorporation  by reference of our report dated August
21, 1996,  relating to the  consolidated  financial  statements  of Knape & Vogt
Manufacturing  Company,  appearing in that  Corporation's  annual report on Form
10-K for the year ended June 30, 1996, in that  Corporation's  previously  filed
Form S-8 Registration Statements (file numbers 33-20227,  33-43704, 33-88206 and
33-88212).


/s/ BDO Seidman, LLP

Grand Rapids, Michigan
April 30, 1997
<PAGE>
                            SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the  registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                          KNAPE & VOGT MANUFACTURING COMPANY


                                        By /s/ Richard C. Simkins
                                           Richard C. Simkins
                                           Executive Vice President, CFO,
                                           Secretary & Treasurer

Date:  May 1, 1997

<PAGE>