UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 1999

                                       OR

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


   For the Transition Period From ____________________To ____________________

                         Commission File Number 2-18868

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

            Michigan                                      38-0722920
     (State of Incorporation)                 (IRS Employer Identification No.)

   2700 Oak Industrial Drive, NE
     Grand Rapids, Michigan                                  49505
(Address of principal executive offices)                  (Zip Code)

                                 (616) 459-3311
                               (Telephone Number)

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 ____

     2,082,190 common shares were outstanding as of April 30, 1999. 
     2,249,290 Class B common shares were outstanding as of April 30, 1999.

The Exhibit Index appears on page 14.
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.

PART I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements.

          Condensed Consolidated Balance Sheets
          --March 31, 1999 and June 30, 1998..................................2

          Condensed Consolidated Statements of Income
          --Nine Months and Three Months Ended March 31, 1999 and 1998........3

          Condensed Consolidated Statements of Cash Flows
          --Nine Months Ended March 31, 1999 and 1998.........................4

          Notes to Condensed Consolidated Financial Statements..............5-6

     Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations..............................7-10

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk.....11

PART II.  OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K...............................12

SIGNATURES...................................................................13

EXHIBIT INDEX................................................................14

                                        1
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                          PART I. FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
                                                         (Unaudited)       (Audited)
                                                        March 31, 1999    June 30, 1998
                                                       ---------------   --------------
<S>                                                    <C>               <C>
Assets

Current assets
     Cash and equivalents                               $   1,115,151    $   3,057,158
     Accounts receivable - net                             20,813,145       25,677,043
     Inventories                                           14,121,690       12,808,532
     Prepaid expenses and other                             2,540,481        2,882,694
     Net assets held for sale                                       -       18,648,000
                                                        -------------    -------------
Total current assets                                       38,590,467       63,073,427
                                                        -------------    -------------

Property, plant and equipment                              65,273,594       60,901,901
Less accumulated depreciation                              30,273,381       24,247,181
                                                        -------------    -------------
Net property, plant and equipment                          35,000,213       36,654,720
                                                        -------------    -------------
Other assets                                                3,940,380        4,304,940
                                                        -------------    -------------
                                                        $  77,531,060    $ 104,033,087
                                                        =============    =============

Liabilities and Stockholders' Equity

Current liabilities
     Accounts payable                                   $   9,428,835    $  17,765,610
     Other accrued liabilities                              8,332,290        7,031,650
                                                        -------------    -------------
Total current liabilities                                  17,761,125       24,797,260
                                                        -------------    -------------

Long-term debt                                             18,000,000        9,700,000
Deferred income taxes and other long-term liabilities       8,440,273        7,779,153
                                                        -------------    -------------
Total liabilities                                          44,201,398       42,276,413
                                                        -------------    -------------
Stockholders' Equity
Common stock                                                8,931,960       11,871,250
Additional paid-in capital                                  6,184,357       33,724,990
Restricted stock grants                                       (59,063)               -
Accumulated other comprehensive income:
     Foreign currency translation adjustment                 (116,466)               -
     Minimum supplemental executive retirement plan
       liability adjustment                                  (447,714)               -
Retained earnings                                          18,836,588       16,160,434
                                                        -------------     ------------
Total stockholders' equity                                 33,329,662       61,756,674
                                                        -------------    -------------
                                                        $  77,531,060    $ 104,033,087
                                                        =============    =============
</TABLE>
See accompanying notes.

                                        2
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
                                                 For the Nine Months Ended                   For the Three Months Ended

                                            Mar. 31, 1999          Mar. 31, 1998        Mar. 31, 1999         Mar. 31, 1998
                                            -------------          -------------        -------------         -------------
<S>                                        <C>                     <C>                  <C>                   <C>
Net sales                                   $ 116,075,990          $ 136,805,813        $  36,038,270         $  49,469,554

Cost of sales                                  88,583,489            103,503,505           27,092,969            37,914,628
                                           --------------          -------------        -------------         -------------
Gross profit                                   27,492,501             33,302,308            8,945,301            11,554,926

Selling and administrative expenses            19,176,244             21,692,956            6,276,471             7,711,214

Impairment/restructuring loss                     600,000              3,992,276                    -             3,992,276
                                           --------------         --------------        -------------         -------------
Operating income (loss)                         7,716,257              7,617,076            2,668,830              (148,564)

Other expenses (income)                           (93,014)             1,081,662              237,713               335,258
                                           --------------         --------------        -------------         -------------

Income (loss) from continuing operations
   before income taxes                          7,809,271              6,535,414            2,431,117              (483,822)

Income taxes - continuing operations            2,697,000              3,105,000              866,000                573,000
                                           --------------         --------------        -------------         -------------
Income (loss) from continuing operations        5,112,271              3,430,414            1,565,117             (1,056,822)


Loss from discontinued operation,
   net of taxes                                         -             (1,368,278)                   -             (1,274,639)
                                           --------------         --------------        -------------         --------------
Net income (loss)                          $    5,112,271         $    2,062,136        $   1,565,117         $   (2,331,461)
                                           ==============         ==============        =============         ==============

Basic earnings per share:
Income (loss) from continuing operations   $         1.00         $          .58        $         .34         $         (.18)
Loss from discontinued operation                        -                   (.23)                   -                   (.21)
                                           --------------         --------------        -------------         --------------
Net income (loss) per share                $         1.00         $          .35        $         .34         $         (.39)
                                           ==============         ==============        =============         ==============
Weighted average shares outstanding             5,129,301              5,919,601            4,622,142              5,924,435

Diluted earnings per share:
Income (loss) from continuing operations   $          .99         $          .58        $         .34         $         (.17)
Loss from discontinued operation                        -                   (.23)                   -                   (.22)
                                           --------------         --------------        -------------         --------------
Net income (loss) per share                $          .99         $          .35        $         .34         $         (.39)
                                           ==============         ==============        =============         ==============

Weighted average shares outstanding             5,143,606              5,953,418            4,627,993              5,964,794

Cash dividend - common stock               $         .495         $         .495        $        .165         $         .165

Cash dividend - Class B common stock       $          .45         $          .45        $         .15         $          .15
</TABLE>
See accompanying notes.
                                        3
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                                                Nine Months Ended
                                                                                -----------------
                                                                      Mar. 31, 1999          Mar. 31, 1998
                                                                      -------------          -------------
<S>                                                                    <C>                    <C>
Operating Activities:
     Net income                                                        $ 5,112,271            $  2,062,136
     Non-cash items:
         Depreciation and amortization                                   4,597,447               5,911,058
         Deferred income taxes                                            (406,129)             (1,732,000)
         Other long-term liabilities                                       506,454                (315,137)
         Loss on sale of the discontinued operation                              -                 937,268
         Write-off of foreign currency translation adjustment                    -               1,605,305
         Impairment loss                                                   600,000                       -
         Loss on disposal of fixed assets                                  101,086                       -
         Stock grants earned                                               177,187                       -
         Changes in operating assets and liabilities:
                  Accounts receivable                                    4,799,746              (3,000,045)
                  Inventories                                           (1,208,158)               (297,524)
                  Other current assets                                   1,132,684                 610,815
                  Accounts payable and accrued expenses                 (7,331,151)             10,100,202
                                                                      ------------             -----------
     Net cash provided by operating activities                           8,081,437              15,882,078
                                                                      ------------             -----------

Investing Activities:
     Additions to property, plant and equipment                         (3,066,746)             (3,548,463)
     Sale of property, plant and equipment                                       -                   1,693
     Sale of Hirsh subsidiary                                           18,129,569                       -
     Disposition of discontinued operation                                       -               1,920,352
     Payments for other assets                                            (133,074)              1,078,485
                                                                      ------------             -----------
     Net cash provided by (used for) investing activities               14,929,749                (547,933)
                                                                      ------------             -----------

Financing Activities:
     Cash dividends paid                                                (2,436,117)             (2,817,124)
     Proceeds from issuance of common stock                                570,096                 401,670
     Repurchase and retirement of common stock                         (31,333,723)                      -
     Borrowings (payments) on long-term debt                             8,300,000             (11,600,000)
                                                                      ------------             -----------
     Net cash used for financing activities                            (24,899,744)            (14,015,454)
                                                                      ------------             ------------

Effect of Exchange Rate Changes on Cash                                    (53,449)                 (8,024)
                                                                      ------------             -----------

Net Increase (Decrease) in Cash and Equivalents                         (1,942,007)              1,310,667

Cash and equivalents, beginning of year                                  3,057,158               1,146,546
                                                                      ------------             -----------

Cash and equivalents, end of period                                   $  1,115,151             $ 2,457,213
                                                                      ============             ===========

Cash Paid During the Period - interest                                $    509,390             $ 1,069,096
                            - income taxes                            $  3,242,773             $ 2,474,702
</TABLE>
See accompanying notes.

                                        4
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Basis of Financial Statement Preparation

The  accompanying  unaudited  condensed  consolidated  financial  statements and
related notes have been prepared  pursuant to the rules and  regulations  of the
Securities  and Exchange  Commission.  The  information  furnished  reflects all
adjustments  which are,  in the  opinion  of  management,  necessary  for a fair
statement  of the results of  operations  and  consist of only normal  recurring
adjustments.  Interim results are not necessarily  indicative of the results for
the year-end and are subject to year-end  adjustments,  and audit by independent
public accountants.  The balance sheet at June 30, 1998, has been taken from the
audited financial statements at that date. The condensed  consolidated financial
statements  and notes  should be read in  conjunction  with the  Company's  1998
annual report.

Note 2 - Common Stock and Per Share Information

Income per share is determined  based on the weighted  average  number of shares
outstanding  during each period.  The numerator was the same for the calculation
of both basic and diluted  earnings per share.  The denominator was increased in
the diluted  computation due to the recognition of stock options as common stock
equivalents.

Common  stock  is $2 par - shares  authorized  6,000,000  of  common  stock  and
4,000,000 of Class B common stock.

Note 3 - Inventories

Inventories  are  valued  at the  lower of FIFO  (first-in,  first-out)  cost or
market. Inventories are summarized as follows:
<TABLE>
                                                 Mar. 31, 1999             June 30, 1998
                                                 -------------             -------------
<S>                                              <C>                       <C>
Finished products                                 $  9,314,028             $   7,369,923
Work in process                                      1,712,639                 1,719,891
Raw materials                                        3,095,023                 3,718,718
                                                  ------------             -------------
Total                                             $ 14,121,690             $  12,808,532
                                                  ============             =============
</TABLE>
Note 4 - New Accounting Standards Not Yet Adopted

Statement of Accounting Standards (SFAS) No. 131, "Disclosures About Segments of
an Enterprise  and Related  Information"  will be implemented by the Company for
the fiscal year ended June 30, 1999. The statement establishes standards for the
way that public  enterprises  report  information  about  operating  segments in
annual financial statements and requires reporting of selected information about
operating segments in interim financial statements issued to the public. It also
establishes   standards  for  disclosures   regarding   products  and  services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components  of an  enterprise  about which  separate  financial  information  is
available that is evaluated  regularly by the chief operating  decision maker in
deciding how to allocate resources and in assessing performance.

SFAS No. 132,  "Employers'  Disclosures About Pensions and Other  Postretirement
Benefits"  will be implemented by the Company for the fiscal year ended June 30,
1999. The statement  revises  existing  disclosure  requirements for pension and
other   postretirement   benefit   plans.   Its   intent  is  to   improve   the
understandability of benefit disclosures, to eliminate certain requirements that
the Financial Accounting Standards Board believes are no longer necessary and to
standardize footnote disclosures.

The Company is currently  evaluating  the impact,  if any, that SFAS No. 131 and
SFAS No. 132 may have on its financial statements.

                                        5
<PAGE>
Effective for fiscal years beginning after June 15, 1999, the Company must adopt
SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities".
The statement requires companies to recognize all derivative contracts as either
assets or  liabilities  in the balance  sheet and to measure them at fair value.
Then based on certain  conditions,  it is determined  whether the  derivative is
considered to be a hedge instrument, which determines when the resulting gain or
loss on the derivative is recognized.  Historically, the Company has not entered
into  derivative  contracts  either to hedge existing  risks or for  speculative
purposes. Accordingly, the Company does not expect adoption of this new standard
to affect its financial statements.

Note 5 - Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income", issued in June 1997, was adopted
by the Company in the first quarter ended  September  30, 1998.  This  statement
requires that all  components of  comprehensive  income and total  comprehensive
income  be  reported  in  one  of the  following:  a  statement  of  income  and
comprehensive  income,  a statement  of  comprehensive  income or a statement of
stockholders'  equity.  Comprehensive  income is comprised of net income and all
changes to stockholders'  equity,  except those due to investments by owners and
distributions to owners.

Comprehensive income and its components consist of the following:
<TABLE>
                                                      Nine Months Ended March 31,            Three Months Ended March 31,
                                                     1999                   1998            1999                    1998
                                                     ----                   ----            ----                    ----
<S>                                               <C>                 <C>                 <C>                 <C>
Net income                                        $  5,112,271        $  2,062,136        $  1,565,117       $ (2,331,461)
Other comprehensive income:
  Foreign currency translation adjustment             (116,466)          1,345,978              40,987          1,719,348
  Minimum SERP liability adjustment                   (447,714)                  -                (525)                 -
                                                  ------------        ------------        ------------       ------------
Comprehensive income                              $  4,548,091        $  3,408,114        $  1,605,579       $  ( 612,113)
                                                  ============        ============        ============       ============ 
</TABLE>
Note 6 - Sale of The Hirsh Company

On September 1, 1998, the Company sold The Hirsh Company (Hirsh), a wholly-owned
subsidiary.  This resulted in a pre-tax loss of $11,800,000,  which was included
in the June 30, 1998,  financial results. The loss included the write-off of the
unamortized  balance of goodwill  recorded in  connection  with the  purchase of
Hirsh.  In connection  with the sale,  the Company  recognized an additional tax
cost of  $1,000,000,  resulting  in a total loss related to the sale of Hirsh of
$12,800,000.

Note 7 - Stock Repurchase

On  September 1, 1998,  the Company  announced  its  intention to purchase up to
1,200,000  shares of the  Company's  common  stock  pursuant to a Dutch  Auction
self-tender  offer  at a price  range  of $19 to $22 per  share.  The  Board  of
Directors  also  approved  the  purchase  in the  open  market  or in  privately
negotiated  transactions,  following  the  completion of the Dutch  Auction,  of
shares of common  stock in an amount which when added to the number of shares of
common stock  purchased in the Dutch  Auction would equal  1,350,000.  The Dutch
Auction was concluded on October 7, 1998, with the purchase of 1,230,784  shares
at a price of $21 per share.

At the January 22, 1999 Board of Directors  meeting,  the Board approved another
400,000  shares for the stock  repurchase  program.  Utilizing both of the Board
authorizations,  the Company has purchased an additional  287,354 shares through
the third quarter of fiscal 1999 for  approximately  $4.9 million with the price
per share ranging from approximately $14.63 to $18.75.

Note 8 - Impairment Loss

During the second  quarter of fiscal  1999,  the  Company  decided to  re-deploy
certain  drawer slide  production  assets to product  lines  considered  to have
higher growth  potential.  This  resulted in the  write-down of the tooling ($.6
million pre-tax) and excess inventory ($.4 million pre-tax,  charged directly to
cost of sales) related to the discontinued product lines.

                                        6
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain  matters  discussed in this section include  forward-looking  statements
involving  risks  and  uncertainties.  When  used in this  document,  the  words
"believes,"  "expects,"  "anticipates,"  "goal," "think," "forecast," "project,"
and similar expressions  identify  forward-looking  statements.  Forward-looking
statements include, but are not limited to, statements concerning future revenue
growth,  and the expected ability of the Company and its key customers,  dealers
and  suppliers to  successfully  manage Year 2000 issues.  Such  statements  are
subject to certain risks and  uncertainties  which would cause actual results to
differ  materially  from those  expressed  or  implied  by such  forward-looking
statements.  Readers  are  cautioned  not  to  place  undue  reliance  on  those
forward-looking statements which speak only as of the date of this report.


RESULTS OF OPERATIONS

Net Sales

The following  table  indicates the Company's sales (in millions) and percentage
of total sales by product  category  for the nine month and three month  periods
ended March 31, 1999 and 1998:
<TABLE>
                             Nine Months Ended March 31,                              Three Months Ended March 31,
                         1999                        1998                          1999                         1998
                         ----                        ----                          ----                         ----
<S>                     <C>          <C>             <C>          <C>              <C>          <C>            <C>         <C>
Shelving systems         $44.2        38.0%           $64.4        47.1%           $12.8         35.4%         $23.3        47.1%
Drawer slides             53.9        46.5%            50.9        37.2%            17.7         49.1%          19.0        38.4%
Hardware                  18.0        15.5%            21.5        15.7%             5.5         15.5%           7.2        14.5%
                        ------       ------          ------       ------           -----        ------         -----       ------
Total                   $116.1       100.0%          $136.8       100.0%           $36.0        100.0%         $49.5       100.0%
                        ======       ======          ======       ======           =====        ======         =====       ======
</TABLE>
Net sales for the third  quarter and first nine months of fiscal 1999  decreased
$13.4  million and $20.7  million,  respectively,  from the same  periods in the
prior year. One of the primary  reasons for the decline in net sales in both the
third  quarter and the first nine months ended March 31,  1999,  was the sale of
The Hirsh Company in September 1998. This was also the reason for the decline in
the sales of shelving  systems.  Excluding the  contribution of the Hirsh sales,
sales for the nine month period  increased by approximately  one percent,  while
sales for the third quarter decreased 8.7 percent.

The  remaining  decline  in net sales in the third  quarter  of fiscal  1999 was
attributable  to three factors.  First,  the Company's  retail and OEM customers
were  negatively  impacted by the harsh winter weather in January 1999 resulting
in lower sales to them.  Second,  and more  importantly,  the soft demand in the
office furniture market in early calendar 1999 led to lower-than-expected  sales
volume to those customers.  Finally, in the second quarter of fiscal 1999, faced
with growing competition from the Asian markets, the Company announced its plans
to re-deploy  certain drawer slide production  assets to drawer slide lines with
greater  growth  potential.  This has  initially  resulted  in  lower,  but more
profitable sales volume from those redeployed assets.

Gross Profit

Gross profit,  as a percentage of net sales, was 24.8% for the third quarter and
23.7% for the nine  months  ended March 31,  1999,  compared to 23.4% and 24.3%,
respectively,  for  the  same  periods  in the  prior  year.  The  gross  profit
improvement  realized in the third quarter of fiscal 1999 reflects the Company's
restructuring efforts,  including a focus on its manufacturing process, the sale
of The Hirsh Company,  and its continued evaluation of customer and product line
profitability.  The decrease in gross profit for the first nine months of fiscal
1999 was  primarily  attributable  to the  reserve of  $400,000  recorded in the
second  quarter of fiscal 1999 for  potentially  obsolete  inventory  related to
certain drawer slide lines that the Company had decided to discontinue.

                                        7
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

Operating Expenses

Selling and administrative expenses, as a percentage of net sales, for the third
quarter of fiscal 1999 increased from 15.6% in the same period in the prior year
to 17.4%.  For the nine month period  ended March 31, 1999,  selling and general
administrative  expenses,  as a percentage of net sales,  were 16.5% compared to
15.9% in the prior year.  During the third  quarter of fiscal  1999,  management
successfully   lowered  the  total  dollars   spent  in  selling,   general  and
administrative  expenses  as  compared to the prior year  excluding  Hirsh.  The
increase,  as a percentage of net sales, for the first nine months was primarily
attributable  to severance  payments  and costs  associated  with the  Company's
strategic  planning  effort.  The increase on a quarter to quarter  basis,  as a
percentage of net sales,  was due to the lower sales volume in the third quarter
of fiscal 1999.

As a result of the decision to re-deploy certain  production assets, the Company
also  recorded an  impairment  loss of $600,000 in the second  quarter of fiscal
1999.  This loss reflected the write-down of the related tooling assets to their
estimated fair value.

A restructuring charge of $3,992,276 was recorded in the third quarter of fiscal
1998 for Knape & Vogt Canada. Knape & Vogt announced in March 1998, its plans to
reorganize  its  Canadian  operation,   including  the  sale  of  the  Company's
manufacturing  facility  and  equipment  in the  Toronto  area.  Included in the
restructuring  charge  was a  reduction  of  the  foreign  currency  translation
adjustment  account of $1,605,305.  The Company continues to sell and distribute
its products in Canada and to maintain a sales office in the Toronto  area.  The
after-tax effect of the  restructuring in the third quarter of fiscal 1998 was a
loss of $3,392,276 or $.57 per diluted share.

Other Expenses/(Income)

Interest  expense was  $228,013 for the quarter and $533,791 for the nine months
ended March 31, 1999, compared to $298,941 and $1,016,053, respectively, for the
same  periods  in  the  prior  year.  The  decrease  in  interest   expense  was
attributable  to the fact that the Company  has  reduced  its average  borrowing
level during fiscal 1999.

Other  miscellaneous  expense/(income)  was  $9,700  for the third  quarter  and
$(626,805)  for the first nine  months of fiscal  1999.  This  compares to other
expense of $36,317  and  $65,609,  respectively,  for  fiscal  1998.  The income
recognized in fiscal 1999 reflects  interest  income received on Michigan Single
Business tax refunds and two patent infringement settlements.

Income Taxes

The  effective  tax rates for the quarter and nine months  ended March 31, 1999,
were 35.6% and 34.5% compared with the rates of 118.4% and 47.5%,  respectively,
for the same periods in the prior year.  The prior year rates were higher due to
a possible  restriction on fully utilizing the net operating losses generated in
Canada  and  the  write-off  of  the  cumulative  foreign  currency  translation
adjustment for which there was no expected tax benefit, thereby reducing the tax
benefit recognized on the restructurin loss recorded for Knape & Vogt Canada.

Income from Continuing Operations                                   

Income from  continuing  operations  was  $1,565,117  for the third  quarter and
$5,112,271 for the first nine months of 1999. This compares to ($1,056,822)  and
$3,430,414, respectively, for the same periods in the prior year. The prior year
results  for both the  third  quarter  and the first  nine  months  included  an
after-tax  restructuring  charge for Knape & Vogt Canada,  which reduced  income
from continuing operations by $3,392,276 or $.57 per diluted share.

                                        8
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

Loss from Discontinued Operation

The third  quarter  and first  nine  months of fiscal  1999 do not  include  any
income, or loss,  recorded on discontinued  operation,  due to the fact that the
discontinued operation, Roll-it, was sold in fiscal 1998. Loss from discontinued
operation  for the third  quarter  of  fiscal  1998 was  $1,274,639  or $.22 per
diluted  share and for the first nine  months of fiscal 1998 was  $1,368,278  or
$.23 per  diluted  share.  Included  in the fiscal  1998 loss from  discontinued
operation is a third quarter  fiscal 1998 loss of $937,268,  or $.16 per diluted
share,  which  represents the difference  between the original  estimate and the
actual loss from the decision to sell Roll-it.

Net Income

For the quarter  ended March 31,  1999,  net income was  $1,565,117  or $.34 per
diluted share compared to a net loss of $2,331,461 or $.39 per diluted share for
the third quarter of last year.  Net income of  $5,112,271,  or $.99 per diluted
share  was  recorded  for the first  nine  months of  fiscal  1999  compared  to
$2,062,136,  or $.35 for the same  period in the  prior  year.  The  prior  year
results included an after-tax charge of $3,392,276 or $.57 per diluted share for
the restructuring of the Canadian operations.  Additionally, as discussed in the
discontinued operation section, both the third quarter and the first nine months
of fiscal 1998 were reduced by the loss on the sale of Roll-it.

After adjusting the prior year results for the restructuring  charge and for the
loss from the discontinued operation,  the decline in fiscal 1999 net income for
the third  quarter  compared to fiscal 1998 was  primarily  attributable  to the
lower sales volume in the third quarter of the current year.  For the nine month
period,  the decline  reflects the lower sales volume  combined  with the second
quarter  after-tax  charge of $.7 million  recorded for the write-off of tooling
assets and excess  inventory  associate with the  redeployment of certain drawer
slide product lines.

Liquidity and Capital Resources                                            

Net cash from operating activities for the first nine months provided $8,081,437
as compared to  $15,882,078  for the first nine months of fiscal 1998. In fiscal
1999,  the cash flows  from the change in  accounts  payable  and other  accrued
liabilities are  substantially  lower than at June 30, 1998, due to two factors.
First, in the prior year, the Company  adopted a more aggressive  payment policy
with its vendors  which  resulted  in a higher  accounts  payable  balance and a
significant  one-time increase in cash flows. Second, even though the Company is
still  utilizing the more aggressive  payment policy with its vendors,  payables
have decreased in fiscal 1999 due to the sale of The Hirsh Company.

Capital  expenditures  totaled  $3,066,746  for the nine months  ended March 31,
1999,  compared to  $3,548,463  for the nine months  ended March 31,  1998.  The
Company  expects  capital  expenditures  for the  remainder  of  fiscal  1999 to
continue at a level similar to the first nine months.  There were no significant
capital expenditure  commitments existing at March 31, 1999. In fiscal 1999, the
Company recorded  $18,129,569 of proceeds from the sale of the Hirsh subsidiary.
The related loss was recorded in fiscal 1998.

In early October 1998, the Company completed the Dutch Auction tender offer with
the repurchase of 1,230,784 shares of stock at $21 per share. Through the end of
the third quarter of fiscal 1999, the Company repurchased another 287,354 shares
on the open market. In total through March 31, 1999, the Company has spent $31.3
million for share  repurchases  and has another  231,862  shares  remaining  for
repurchase as authorized by the Board of Directors.

The Company has been able to  successfully  fund these  repurchases  while still
maintaining a long-term  debt balance of $18.0  million at March 31, 1999.  This
compares  to a  long-term  debt  balance of $17.4  million one year ago and $9.7
million at June 30, 1998. Most of the repurchases and dividends have been funded
by cash flows from  operations  and the cash received from the sale of The Hirsh
Company.  The increase from the June 30, 1998 balance  reflects amounts borrowed
to fund the Dutch Auction tender offer.

                                        9
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

On September 30, 1998, the Company announced that beginning in the third quarter
of fiscal 1999,  it intended to convert  quarterly  cash  dividends to quarterly
stock dividends coupled with a plan to facilitate shareholder sales of the stock
dividends.  At the January 22, 1999  meeting,  the Board  deferred a decision on
whether to authorize  the  replacement  of the  quarterly  cash  dividends  with
quarterly  stock  dividends  until  fiscal  2000.  The Board  intends to further
evaluate the potential  benefits of quarterly stock dividends before  proceeding
and would request that the Company's shareholders decide the matter.

Anticipated  cash flow from  operations and available  balances on the revolving
credit line will be utilized to fund working capital,  capital  expenditures and
dividend payments.

Year 2000

The Year 2000 issue is the result of computer systems that use two digits rather
than four to define the  applicable  year,  which may prevent  such systems from
accurately processing dates ending in the year 2000 and after. This could result
in system  failures or in  miscalculations,  causing  disruption of  operations,
including, but not limited to, an inability to process transactions, to send and
receive  electronic  data,  or to  engage in  routine  business  activities  and
operations.

In 1995,  the  Company  established  a Year  2000  task  force  for  Information
Technology  ("IT") to develop and implement a Year 2000 readiness  program.  The
Company has developed a Year 2000  readiness  plan, and has completed the audit,
assessment  and scope phases of its plan. The Company has completed an inventory
of the software  applications  that it uses.  The Company has also installed its
Corporate  Information System software at its subsidiaries to improve efficiency
and to facilitate Year 2000 compliance. The Company estimates that the readiness
program phase is  approximately  82% complete for the Company's IT systems.  The
Company's  readiness program includes  installing  software releases designed to
cause the software to be Year 2000  compliant.  The Company is in the process of
testing its IT systems for Year 2000 compliance,  and expects testing activities
to continue through June 1999. The Company hit its goal to be substantially Year
2000 compliant by December 1998, to allow for testing all systems during 1999.

In  addition,  in 1997 the  Company  began  evaluating  non-IT  systems  such as
imbedded  chips in  production  equipment  and  personal  computer  hardware and
software.  With respect to these non-IT  systems,  the Company has completed the
audit phase, and the assessment and scope phases are approximately 70% complete.
The Company is  presently in the process of testing and  implementation,  and is
upgrading its non-IT systems to become Year 2000  compliant.  The Company's goal
is to complete the remediation of non-IT systems by June 30, 1999.

In addition,  to  reviewing  its  internal  systems,  the Company has had formal
communications  with its significant  customers,  vendors and freight  companies
concerning Year 2000 compliance,  including electronic commerce. There can be no
assurance  that the systems of other  companies  that  interact with the Company
will be sufficiently Year 2000 compliant so as to avoid an adverse impact on the
Company's operations, financial condition and results of operations. The Company
does not believe that its products an services involve any Year 2000 risks.

The Company  does not  presently  anticipate  that the costs to address the Year
2000  issue  will have a  material  adverse  effect on the  Company's  financial
condition,  results of operations or liquidity.  To date,  the Company has spent
approximately $885,000 on the Year 2000 issue and expects to spend an additional
$112,000 to complete this work.

The Company presently anticipates that it will complete its Year 2000 assessment
and  remediation by December 31, 1999.  However,  there can be no assurance that
the Company will be successful in implementing  its Year 2000  remediation  plan
according to the anticipated schedule. In addition, the Company may be adversely
affected by the inability of other  companies  whose  systems  interact with the
Company to become Year 2000 compliant and by potential interruptions of utility,
communication or transportation systems as a result of Year 2000 issues.

Although the Company  expects its internal  systems to be Year 2000 compliant as
described  above,  the Company  intends to prepare a contingency  plan that will
specify what it plans to do if it or important  external  companies are not Year
2000 compliant in a timely manner.  The Company is preparing  contingency  plans
during the fourth quarter of fiscal 1999.

                                       10
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

The Company is exposed to market risks,  which include changes in U.S.  interest
rates and changes in foreign  currency  exchange  rates as measured  against the
U.S. dollar.

Interest Rate Risk -- The interest  payable for the Company's  revolving  credit
agreement is principally  between 40 and 50 basis points above the federal funds
rate and therefore  affected by changes in market interest rates. A hypothetical
increase or decrease of 2% in interest rates would not have a material impact on
the Company's financial condition or results of operations.

Foreign Currency Risk -- The Company has a sales office located in Canada. Sales
are typically  denominated in Canadian  dollars,  thereby creating  exposures to
changes in exchange rates.  The changes in the  Canadian/U.S.  exchange rate may
positively or negatively affect the Company's sales, gross margins, and retained
earnings.  The Company  attempts  to minimize  currency  exposure  risk  through
working capital management. There can be no assurance that such an approach will
be  successful,  especially in the event of a significant  and sudden decline in
the value of the Canadian  dollar.  The Company does not hedge  against  foreign
currency risk.



                                       11
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                           PART II. OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  See Exhibit Index

         (b)      Reports on Form 8-K
                  There were no  reports on Form 8-K filed for the three  months
                  ended March 31, 1999.



                                       12
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                         Knape & Vogt Manufacturing Company
                                                   (Registrant)





Date:  May 7, 1999                                    /s/ Allan E. Perry 
                                                      Allan E. Perry
                                                      President and
                                                      Chief Executive Officer

Date:  May 7, 1999                                    /s/ Jack D. Poindexter  
                                                      Jack D. Poindexter
                                                      Chief Financial Officer,
                                                      Treasurer and Secretary



                                       13
<PAGE>
                                  EXHIBIT INDEX

3.1      Bylaws of Knape & Vogt Manufacturing Company as amended April 23, 1999.

(27)     Financial Data Schedule





                                       14
<PAGE>
EXHIBIT 3.1


                                                         ADOPTED: APRIL 23, 1999

                        AMENDED AND RESTATED B Y L A W S


                                       OF

                       KNAPE & VOGT MANUFACTURING COMPANY

                             A Michigan corporation


                                    ARTICLE I
                                     OFFICES

     1.1 Registered  Office.  The registered  office of the corporation shall be
located at the address  specified  in the Articles of  Incorporation  or at such
other place as may be determined by the Board of Directors if notice  thereof is
filed with the State of Michigan.

     1.2 Other  Offices.  The business of the  corporation  may be transacted at
such locations other than the registered office,  within or outside the State of
Michigan,  as the Board of Directors  may from time to time  determine or as the
business of the corporation may require.

                                   ARTICLE II
                                 CAPITAL SHARES

     2.1 Share Certificates. Certificates representing shares of the corporation
shall be in such form as is  approved  by the Board of  Directors.  Certificates
shall be signed in the name of the  corporation  by the Chairman of the Board of
Directors,  the President or a Vice President, and by the Treasurer or Secretary
of the corporation,  and shall be sealed with the seal of the corporation if one
is adopted. If an officer who has signed a certificate ceases to be such officer
before the certificate is issued,  it may be issued by the corporation  with the
same effect as if he or she were such officer at the date of issue. The Board of
Directors  may authorize the issuance of some or all of the shares of any or all
classes or series without certificates.  Any such authorization shall not affect
shares  already   represented  by  certificates   until  the   certificates  are
surrendered.  Within a reasonable  time after the issuance or transfer of shares
without  certificates,  the  corporation  shall  send or cause to be sent to the
shareholder a written  statement  including the following  information:  (a) the
corporation  is formed under the laws of the State of Michigan,  (b) the name of
the  person to whom the  shares  have been  issued,  (c) the number and class of
shares,  and the designation of the series, if any, issued,  and (d) a statement
that the corporation  will furnish to the  shareholder  upon request and without
charge a full statement of the designation,  relative rights,  preferences,  and
limitations  of the shares of each  class  authorized  to be issued,  and if the
corporation  is  authorized  to  issue  any  class  of  shares  in  series,  the
designation, relative rights, preferences, and limitations of each series so far
as the same have been prescribed and the authority of the Board to designate and
prescribe the relative rights, preferences,  and limitations of other series. If
applicable,  the statement  shall also set forth any  restriction on transfer or
registration of transfer of the shares issued.
<PAGE>
     2.2 Replacement of Lost or Destroyed  Certificates.  If a share certificate
is lost or destroyed,  no new certificate shall be issued in place thereof until
the corporation has received such assurances,  representations,  warranties,  or
guarantees  from the  registered  holder as the Board of Directors,  in its sole
discretion,   deems   advisable   and  until  the   corporation   receives  such
indemnification  against  any claim  that may be made on  account of the lost or
destroyed certificate,  or the issuance of any new certificate in place thereof,
including an indemnity  bond in such amount and with such  sureties,  if any, as
the  Board  of  Directors,  in its sole  discretion,  deems  advisable.  Any new
certificate  issued  in  place  of any lost or  destroyed  certificate  shall be
plainly marked "duplicate" upon its face.

     2.3 Transfer of Shares;  Shareholder  Records.  The Board of Directors  may
appoint a transfer agent or a registrar of transfer and, upon such  appointment,
capital shares of the corporation  shall be transferable  only upon the books of
the  transfer  agent or registrar of  transfer.  The old  certificates  shall be
surrendered  by delivery to the transfer agent or registrar,  properly  endorsed
for  transfer,  and  the  old  certificates  shall  be  canceled  before  a  new
certificate is issued.  The  signatures of the officers  required by Section 2.1
hereof and the corporate  seal, if any, may be facsimiles if the  certificate is
countersigned  by a transfer  agent or registered by a registrar  other than the
corporation itself or its employees. If an officer whose facsimile signature has
been placed upon a certificate  ceases to be such officer before the certificate
is issued,  it may be issued by the corporation with the same effect as if he or
she were such officer at the date of issue.  The transfer agent or the registrar
of  transfer  shall  keep  records  containing  the names and  addresses  of all
shareholders,  the number,  class,  and series of shares  held by each,  and the
dates when they respectively  became holders of record thereof.  The corporation
shall be entitled to treat the person in whose name any share,  right, or option
is  registered  as the owner  thereof for all purposes and shall not be bound to
recognize any equitable or other claim, regardless of any notice thereof, except
as may be specifically required by the laws of the State of Michigan.

     2.4 Rules  Governing  Share  Certificates.  Subject to  Article  III of the
Articles  of  Incorporation,  the Board of  Directors  shall  have the power and
authority  to make  such  rules  and  regulations  as they  may  deem  expedient
concerning the issue, transfer, and registration of share certificates.

     2.5 Record Date for Share Rights. The Board of Directors may fix in advance
a date not  exceeding  sixty  (60) days  preceding  the date of  payment  of any
dividend or other distribution,  or the date for the allotment of rights, or the
date when any change or conversion  or exchange of capital  shares shall go into
effect, as a record date for the  determination of the shareholders  entitled to
receive  payment  of any  such  dividend  or  other  distribution,  or any  such
allotment  of rights,  or to exercise  rights with  respect to any such  change,
conversion,  or exchange of capital shares and, in such case, only  shareholders
of record on the date so fixed  shall be  entitled  to  receive  payment of such
dividend or other distribution, or allotment of rights, or exercise such rights,
as the case may be,  notwithstanding  the transfer of any shares on the books of
the corporation  after such record date. If the Board of Directors shall fail to
fix a record date,  the record date for the purposes  specified  herein shall be
the  close of  business  on the date on which  the  resolution  of the  Board of
Directors relating thereto is adopted.

                                       -2-
<PAGE>
     2.6 Dividends. The Board of Directors, in its discretion,  may from time to
time declare and direct  payment of dividends  or other  distributions  upon the
corporation's  outstanding  shares  out of  funds  legally  available  for  such
purposes,  which dividends may be paid in cash, the corporation's  bonds, or the
corporation's property, including the shares or bonds of other corporations.  In
the event a dividend is paid or any other  distribution  made, in any part, from
sources other than earned surplus,  payment,  or  distribution  thereof shall be
accompanied by written notice to the shareholders: (a) disclosing the amounts by
which the dividend or distribution affects stated capital,  capital surplus, and
earned surplus;  or (b) if such amounts are not  determinable at the time of the
notice,  disclosing the approximate  effect of the dividend or distribution upon
stated capital, capital surplus, and earned surplus and stating that the amounts
are not yet determinable.

     In addition to the declaration of dividends or other distributions provided
in the preceding  paragraph of this Section 2.6, the Board of Directors,  in its
discretion,  may from time to time  declare and direct  payment of a dividend in
shares of this corporation,  upon its outstanding shares, in accordance with and
subject to the  provisions  of the  Articles of  Incorporation  and the Business
Corporation Act of Michigan. A share dividend or other distribution of shares of
the corporation  shall be accompanied by a written notice to  shareholders:  (a)
disclosing the amounts by which the distribution affects stated capital, capital
surplus,  and earned surplus; or (b) if such amounts are not determinable at the
time of the notice,  disclosing the approximate  effect of the distribution upon
stated capital, capital surplus, and earned surplus and stating that the amounts
are not yet determinable.

                                   ARTICLE III
                                  SHAREHOLDERS

     3.1  Place  of  Meetings.  Meetings  of  shareholders  shall be held at the
registered  office of the corporation or at such other place,  within or outside
the State of Michigan,  as may be  determined  from time to time by the Board of
Directors;  provided, however, that if a shareholders meeting is to be held at a
place  other  than the  registered  office,  the  notice  of the  meeting  shall
designate such place.

     3.2 Annual  Meeting.  Annual  meetings  of  shareholders  for  election  of
directors  and for such other  business as may come before the meeting  shall be
held on the third  Friday of October  in each  year,  but if such day is a legal
holiday, then the meeting shall be held on the first business day following,  at
such time as may be fixed by the Board of  Directors,  or at such other date and
time within the four (4) months  next  succeeding  the end of the  corporation's
fiscal year as may be  designated  by the Board of  Directors  and stated in the
notice of the meeting. If the annual meeting

                                       -3-
<PAGE>
is not held on the date  specified,  the  Board of  Directors  shall  cause  the
meeting to be held as soon thereafter as convenient.

     3.3 Special Meetings. Special meetings of shareholders may be called by the
Chairman of the Board,  the  President,  or the Secretary and shall be called by
one of them pursuant to resolution therefor by the Board of Directors.

     3.4  Record  Date for Notice and Vote.  The Board of  Directors  may fix in
advance a date not more than sixty  (60) nor less than ten (10) days  before the
date of a shareholders meeting as the record date for the purpose of determining
shareholders  entitled to notice of and to vote at the  meeting or  adjournments
thereof or to express  consent or to dissent from a proposal  without a meeting.
If the Board of Directors fails to fix a record date as provided in this Section
3.4, the record date for determination of shareholders  entitled to notice of or
to vote at a  shareholders  meeting shall be the close of business on the day on
which notice is given or, if no notice is given,  the day next preceding the day
on which the meeting is held, and the record date for  determining  shareholders
entitled  to express  consent or to  dissent  from a proposal  without a meeting
shall be the close of business on the day on which the  resolution  of the Board
of Directors relating to the proposal is adopted.

     3.5 Notice of Meetings.  Written notice of the time,  place, and purpose of
any shareholders meeting shall be given to shareholders entitled to vote thereat
not less than ten (10) nor more than  sixty  (60)  days  before  the date of the
meeting; provided,  however, that not less than twenty (20) days notice shall be
given if a plan of merger or consolidation or a sale, lease,  exchange, or other
disposition  of all, or  substantially  all, the  property  and assets,  with or
without the goodwill, of the corporation, if not in the usual and regular course
of its business as conducted by the corporation, is to be submitted for approval
at a shareholders meeting. Such notice may be given either by delivery in person
to  shareholders or by mailing such notice to shareholders at their addresses as
the same  appear in the  records of the  corporation;  provided,  however,  that
attendance  of a person  at a  shareholders  meeting,  in  person  or by  proxy,
constitutes  a waiver of  notice of the  meeting,  except  when the  shareholder
attends the meeting for the express  purpose of  objecting,  at the beginning of
the  meeting,  to the  transaction  of any  business  because the meeting is not
lawfully called or convened.

     3.6 Voting Lists. The  corporation's  officer or the agent having charge of
its share  transfer  books  shall  prepare  and  certify a complete  list of the
shareholders  entitled  to vote at a  shareholders  meeting  or any  adjournment
thereof,  which  list shall be  arranged  alphabetically  within  each class and
series  and shall  show the  address  of,  and  number of shares  held by,  each
shareholder.  The  list  shall  be  produced  at  the  time  and  place  of  the
shareholders  meeting  and be subject to  inspection,  but not  copying,  by any
shareholder at any time during the meeting for the purpose of determining who is
entitled to vote at the meeting. If for any reason the requirements with respect
to the  shareholder  list  specified in this Section 3.6 have not been  complied
with,  any  shareholder,  either  in  person  or by  proxy,  who in  good  faith
challenges the existence of sufficient votes to carry any action at the meeting,
may demand that the meeting be adjourned  and the same shall be adjourned  until
the

                                       -4-
<PAGE>
requirements are complied with; provided,  however,  that failure to comply with
such  requirements  does not affect  the  validity  of any  action  taken at the
meeting before such demand is made.

     3.7  Voting.  Except  as may be  otherwise  provided  in  the  Articles  of
Incorporation,  each shareholder entitled to vote at a shareholders  meeting, or
to express consent or dissent without a meeting,  shall be entitled to one vote,
in person or by  written  proxy,  for each share  entitled  to vote held by such
shareholder;  provided,  however,  that no proxy  shall be voted after three (3)
years from its date unless the proxy provides for a longer period. A vote may be
cast  either  orally or in  writing  as  announced  or  directed  by the  person
presiding at the meeting  prior to the taking of the vote.  When an action other
than the election of directors  is to be taken by vote of the  shareholders,  it
shall be  authorized  by a majority  of the votes cast by the  holders of shares
entitled to vote thereon,  unless a greater plurality is required by the express
provisions  of  the  Michigan  Business  Corporation  Act  or  the  Articles  of
Incorporation.  Except  as  otherwise  expressly  required  by the  Articles  of
Incorporation, directors shall be elected by a plurality of the votes cast at an
election.

     3.8  Quorum.  Except  as may be  otherwise  provided  in  the  Articles  of
Incorporation,  issued and outstanding shares entitled to cast a majority of the
votes at a  meeting,  excluding  treasury  shares,  represented  in person or by
proxy,  shall  constitute  a quorum at a  meeting.  Where  holders of a class or
series of shares are  entitled  to vote  separately  on an item of  business,  a
quorum shall be present for that item if issued and  outstanding  shares of that
class or series entitled to cast a majority of votes on the item are represented
in person or by proxy, excluding treasury shares.  Meetings at which less than a
quorum is  represented  may be  adjourned  by a vote of a majority of the shares
present to a future date without  further notice other than the  announcement at
such meeting and, when a quorum shall be present upon such  adjourned  date, any
business may be  transacted  which might have been  transacted at the meeting as
originally  called.   Shareholders   present  in  person  or  by  proxy  at  any
shareholders   meeting  may   continue  to  do   business   until   adjournment,
notwithstanding the withdrawal of shareholders to leave less than a quorum.

     3.9  Conduct of  Meetings.  The  officer  who is to preside at  meetings of
shareholders  pursuant  to Article V of these  Bylaws,  or his or her  designee,
shall  determine the agenda and the order in which  business  shall be conducted
unless  the  agenda  and the order of  business  have been fixed by the Board of
Directors. Such officer or designee shall call meetings of shareholders to order
and shall  preside  unless  otherwise  determined by the  affirmative  note of a
majority of all the noting  shares of the  corporation  issued and  outstanding,
other than treasury shares.  The secretary to the Board of Directors,  if one is
appointed,  shall act as  secretary  of all  meetings  of  shareholders.  In the
absence of the  secretary to the Board of  Directors or his or her  inability to
act as  secretary,  or if a  secretary  to the Board of  Directors  has not been
appointed,  the  secretary  of the  corporation  shall act as  secretary  of all
meetings  of  shareholders,   but  in  the  absence  of  the  secretary  at  any
shareholders  meeting,  or his or her  inability or refusal to act as secretary,
the presiding officer may appoint any person to act as secretary of the meeting.

     3.10  Inspector of Elections.  The Board of Directors  may, in advance of a
shareholders  meeting,  appoint one or more  inspectors to act at the meeting or
any adjournment  thereof.  In the event  inspectors are not so appointed,  or an
appointed inspector fails to appear or act, the person

                                       -5-
<PAGE>
presiding  at the  shareholders  meeting  may,  and on request of a  shareholder
entitled  to vote  thereat,  shall,  appoint  one or more  persons  to fill such
vacancy or vacancies or to act as inspector.  The inspectors shall determine the
number  of  shares  outstanding  and  the  voting  power  of  each,  the  shares
represented at the meeting,  the existence of a quorum,  the validity and effect
of proxies,  and shall receive votes,  ballots, or consents,  hear and determine
challenges and questions  arising in connection  with the right to vote,  count,
and tabulate votes,  ballots,  or consents,  determine the results,  and do such
acts as are  proper  to  conduct  the  election  or vote  with  fairness  to all
shareholders.

     3.11 Action by Shareholders Without a Meeting. Any action which is required
to be taken or which may be taken at any annual or special  shareholders meeting
may be taken without a meeting,  without prior notice, and without a vote if all
of the shareholders entitled to vote thereon consent thereto in writing.

                                   ARTICLE IV
                                    DIRECTORS

     4.1 Board of Directors. Except as may otherwise be provided in the Articles
of  Incorporation  or these Bylaws,  the business and affairs of the corporation
shall be managed by a Board of Directors.  The Board of Directors  shall consist
of nine (9) members or such other number as may be specified in compliance  with
Article VII of the Articles of Incorporation. Commencing with the annual meeting
of shareholders to be held in 1985, the Board of Directors shall be divided into
three (3) classes as provided in Article VII of the Articles of Incorporation to
be elected in  accordance  with that  Article and Article III of the Articles of
Incorporation.  Directors  shall serve until their  respective  terms expire and
their successors are elected and qualified or until their earlier resignation or
removal. Directors of the corporation need not be shareholders.

     4.2 Resignation and Removal. A director may resign by written notice to the
corporation,  which resignation is effective upon its receipt by the corporation
or at a subsequent  time as set forth in the notice.  Any director or the entire
Board of Directors may be removed in the manner  specified in Article VII of the
Articles of Incorporation.

     4.3 Vacancies  and Increase in Number.  Vacancies on the Board of Directors
occurring for any reason,  including an increase in the number of directors, may
be  filled  in  the  manner   specified  in  Article  VII  of  the  Articles  of
Incorporation.  A director  chosen to fill a vacancy  occurring  for any reason,
including  an increase in the number of  directors,  shall hold office until the
next  election  of  directors  by the  shareholder  or until his or her  earlier
resignation or removal.

     4.4 Place of Meetings and Records.  The directors shall hold their meetings
and maintain the minutes of the  proceedings  of meetings of  shareholders,  the
Board of Directors,  and committees of the Board of Directors,  if any, and keep
the books and  records of account for the  corporation  in such place or places,
within or outside the State of Michigan, as the Board of Directors may from time
to time determine.

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<PAGE>
     4.5 Annual Meetings.  The annual meeting of the Board of Directors shall be
held,  without  notice  other  than  this  Section  4.5,  at the same  place and
immediately  after the annual  shareholders  meeting.  If such meeting is not so
held, whether because a quorum is not present or for any other reason, or if the
directors were elected by written consent without a meeting,  the annual meeting
of the Board of  Directors  shall be called  in the same  manner as  hereinafter
provided for special meetings of the Board of Directors.

     4.6 Regular  Meetings.  Regular  meetings of the Board of Directors  may be
held  without  notice  at such  time and  place as  shall  from  time to time be
determined by the Board.  Any notice given of a regular meeting need not specify
the business to be transacted or the purpose of the meeting.

     4.7 Special  Meetings.  Special  meetings of the Board of Directors  may be
called by the Chairman of the Board, the president or the secretary and shall be
called by one of them on the written request of any five (5) directors,  upon at
least two (2) days written  notice to each director,  or twenty-four  (24) hours
notice,  given personally or by telephone or telegram or facsimile or electronic
mail.  The notice does not need to specify the business to be  transacted or the
purpose of the special  meeting.  Attendance of a director at a special  meeting
constitutes a waiver of notice of the meeting,  except where a director  attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened.

     4.8 Quorum and Vote.  A majority of the members of the Board then in office
constitutes a quorum for the  transaction of business and the vote of a majority
of the members  present at any meeting at which a quorum is present  constitutes
the  action of the Board of  Directors,  unless  the vote of a larger  number is
specifically  required by the Articles of  Incorporation  or these Bylaws.  If a
quorum is not present,  the members present may adjourn the meeting from time to
time and to  another  place,  without  notice  other  than  announcement  at the
meeting, until a quorum is present.

     4.9 Action Without a Meeting.  Any action required or permitted to be taken
pursuant to authorization  voted at a meeting of the Board of Directors,  or any
committee  thereof,  may be taken  without  a  meeting  if,  before or after the
action,  all  members  of the Board of  Directors,  or such  committee,  consent
thereto in writing.  The written  consent shall be filed with the minutes of the
proceedings  of the Board of Directors or committee  and the consent  shall have
the  same  effect  as a vote of the  Board of  Directors  or  committee  for all
purposes.

     4.10 Report to Shareholders. The Board of Directors shall cause a financial
report  of the  corporation  for  the  preceding  fiscal  year  to be  made  and
distributed to each shareholder  within four months after the end of each fiscal
year.  The report  shall  include the  corporation's  statement  of income,  its
year-end balance sheet,  and, if prepared by the  corporation,  its statement of
source and application of funds.

     4.11  Corporate  Seal.  The Board of  Directors  may  authorize  a suitable
corporate  seal,  which seal shall be kept in the custody of the  Secretary  and
used by the Secretary.

                                       -7-
<PAGE>
     4.12  Compensation  of Directors.  By resolution of the Board of Directors,
the directors may be paid their  expenses,  if any, of attendance at meetings of
the Board or of any committee of which they are a member. In addition thereto or
in lieu thereof,  as  determined  by  resolution  of the Board of  Directors,  a
director may be paid a fixed sum for attendance at each meeting of the Board, or
of a committee thereof, or may be paid a stated salary for serving as a director
as well as an  additional  stated  salary for  serving on any  committee  of the
Board.

     4.13  Committees.  The Board of Directors  may, by  resolution  passed by a
majority of the whole Board,  designate an executive committee consisting of one
or more of the  directors of the  corporation.  At all meetings of the executive
committee,  a majority of the members of the committee shall constitute a quorum
and the act of a majority  of the  members  present at any  executive  committee
meeting at which  there is a quorum  present  shall be the act of the  executive
committee. The executive committee, to the extent provided in said resolution or
in these  Bylaws,  shall  have  and may  exercise  the  powers  of the  Board of
Directors in the management of the business and affairs of the  corporation  and
may authorize the seal of the  corporation to be affixed to all papers which may
require it. The Board may  designate  one or more other  committees  which shall
have such powers and duties as may be  determined by the Board.  All  committees
shall keep  regular  minutes of their  proceedings  and report to the Board when
required.  No committee  shall have the power or authority to amend the Articles
of Incorporation,  adopt an agreement of merger or  consolidation,  recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's  property and assets,  recommend to the shareholders a dissolution
of the corporation or a revocation of a dissolution, fill vacancies in the Board
of Directors, fix compensation of the directors for serving on the Board or on a
committee,  amend these Bylaws,  or declare a dividend or authorize the issuance
of shares,  unless the power to declare a dividend or to authorize  the issuance
of shares is granted to such  committee by specific  resolution  of the Board of
Directors.

     4.14 Meeting  Participation by Use of Communication  Equipment.  Members of
the  Board of  Directors,  or of any  committee  designated  by the  Board,  may
participate in a meeting of the Board or committee, as the case may be, by using
a conference telephone or similar communications equipment by means of which all
persons  participating  in the meeting can hear each other.  Participation  in a
meeting pursuant to this Section 4.14 shall constitute presence at the meeting.

                                    ARTICLE V
                                    OFFICERS

     5.1  Officers.  The officers of the  corporation  shall be a  president,  a
treasurer,  and a  secretary,  all of whom  shall  be  elected  by the  Board of
Directors.  In addition,  the Board of Directors may elect a chairman and one or
more vice  presidents who shall also be officers of the  corporation if elected.
Each  officer  shall hold  office  until his or her  successor  is  elected  and
qualified  or until  his or her  earlier  resignation  or  removal.  None of the
officers of the  corporation,  other than the chairman,  need be directors.  The
officers  shall be elected at the first meeting of the Board of Directors  after
each annual shareholders meeting. Any two (2) or more offices may be held by the
same  person,  but an  officer  shall not  execute,  acknowledge,  or verify any
instrument in more than

                                       -8-
<PAGE>
one capacity if the instrument is required by law to be executed,  acknowledged,
or verified by two (2) or more officers.

     5.2 Other  Officers  and Agents.  The Board of  Directors  may appoint such
other officers and agents as it may deem advisable, who shall hold their offices
for such terms and shall  exercise  such powers and perform such duties as shall
be  determined  from time to time by the Board of  Directors.  The Board may, by
specific  resolution,  empower the  chairman,  the  president,  or the executive
committee, if such a committee has been designated by the Board, to appoint such
subordinate officers or agents and to determine their powers and duties.

     5.3 Removal. The chairman,  president,  any vice president,  secretary, and
treasurer  may be removed at any time,  with or without  cause,  but only by the
affirmative  vote of a majority of the whole Board of  Directors.  Any assistant
secretary or assistant  treasurer,  or  subordinate  officer or agent  appointed
pursuant to Section 5.2, may be removed at any time,  with or without cause,  by
action  of the  Board of  Directors  or by the  committee  or  officer,  if any,
empowered  to  appoint  such  assistant  secretary  or  assistant  treasurer  or
subordinate officer or agent.

     5.4  Compensation  of  Officers.  Compensation  of  officers  for  services
rendered to the corporation shall be established by the Board of Directors.

     5.5 Chairman.  The Chairman of the Board of  Directors,  if one be elected,
shall be elected by the  directors  from among the directors  then serving.  The
Chairman of the Board, or his or her designee,  shall preside at all meetings of
the shareholders and at all meetings of the Board of Directors and shall perform
such other duties as may be  determined  by resolution of the Board of Directors
including,  if the Board  shall so  determine,  acting  as the  chief  executive
officer of the  corporation,  in which  case the  Chairman  shall  have  general
supervision, direction, and control of the business of the corporation and shall
have the general  powers and duties of management  usually vested in or incident
to the office of the chief executive officer of a corporation.

     5.6 President.  Unless the Board shall determine  otherwise,  the President
shall be the chief executive  officer as well as the chief operating  officer of
the corporation and shall have general  supervision,  direction,  and control of
the  business  of the  corporation  as well as the  duty and  responsibility  to
implement and accomplish the  objectives of the  corporation.  In the absence or
nonelection  of a  chairman,  the  president  shall  preside at all  meetings of
shareholders and at all meetings of the Board of Directors.  The president shall
perform such other duties as may be assigned by the Board of Directors.

     5.7 Vice Presidents.  The vice presidents, in the order of their seniority,
unless  otherwise  determined by the Board of Directors,  shall, in the event of
the absence or disability of the president,  perform the duties and exercise the
powers of the  president.  Each vice  president  shall have such other power and
shall  perform such other duties as may be assigned by the Board of Directors or
the chief executive  officer and may be designated by such special titles as the
Board of Directors or the chief executive officer shall approve.

                                       -9-
<PAGE>
     5.8 Treasurer.  The treasurer shall have custody of the corporate funds and
securities   and  shall  keep  full  and   accurate   account  of  receipts  and
disbursements in books belonging to the corporation. The treasurer shall deposit
all money and other  valuables in the name and to the credit of the  corporation
in such depositories as may be selected by the Board of Directors. The treasurer
shall  disburse the funds of the  corporation  as may be ordered by the Board of
Directors,  or the chief  executive  officer,  taking  proper  vouchers for such
disbursements.  In general,  the treasurer  shall perform all duties incident to
the office of treasurer and such other duties as may be assigned by the Board of
Directors.

     5.9 Secretary.  The Secretary shall give or cause to be given notice of all
meetings of shareholders  and directors and all other notices required by law or
by these Bylaws; provided, however, that in the case of the Secretary's absence,
or refusal  or  neglect to do so, any such  notice may be given by any person so
directed  by  the  Chief  Executive  Officer  or by  the  directors,  or by  the
shareholders  upon whose requisition the meeting is called, as provided in these
Bylaws.  If the Board has not appointed a Secretary to the Board,  the Secretary
shall  record  all  the  proceedings  of  meetings  of  shareholders  and of the
directors in one or more books  provided for the purpose.  The  Secretary  shall
perform  all other  duties  incident to the office of  Secretary  and such other
duties as may be assigned by the Board of Directors.

     5.10 Assistant Treasurers and Assistant  Secretaries.  Assistant treasurers
and assistant secretaries, if any shall be appointed, shall have such powers and
shall perform such duties as shall be assigned to them by the Board of Directors
or by the officer or committee who shall have appointed such assistant treasurer
or assistant secretary.

     5.11 Bonds.  If the Board of Directors  shall require,  the treasurer,  any
assistant treasurer, or any other officer or agent of the corporation shall give
bond to the  corporation  in such  amount  and with such  surety as the Board of
Directors may deem sufficient,  conditioned upon the faithful performance of his
or her respective duties and offices.

     5.12  Secretary  to the Board.  The Board of  Directors  may also appoint a
Secretary to the Board of Directors who shall not be an executive officer of the
Corporation.  The Secretary to the Board, if one is appointed,  shall record all
the proceedings of the meetings of the  shareholders and of the directors in one
or more books  provided for that purpose.  The Secretary to the Board shall also
attend,  and record the proceedings of, such meetings of Committees of the Board
as may be  requested,  on a meeting by meeting  basis,  by the  Chairman  of the
Board, the President or the Chair of the Committee.

                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     6.1  Contracts.  The Board of  Directors  may  authorize  any  officer,  or
officers, or agent, or agents, to enter into any contract or execute and deliver
any  instrument  in the  name  of and on  behalf  of the  corporation  and  such
authority may be general or confined to specific instances.

                                      -10-
<PAGE>
     6.2 Loans. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness  shall be issued in its name,  unless  authorized by a
resolution  of the Board of  Directors.  Such  authorization  may be  general or
confined to specific instances.

     6.3 Checks.  All checks,  drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness  issued in the name of the corporation
shall be signed by such  officer,  or  officers,  or agent,  or  agents,  of the
corporation  and in such  manner  as shall  from time to time be  determined  by
resolution of the Board of Directors.

     6.4 Deposits. All funds of the corporation,  not otherwise employed,  shall
be deposited to the credit of the corporation in such banks, trust companies, or
other depositories as the Board of Directors may select.

                                   ARTICLE VII
                                  MISCELLANEOUS

     7.1 Fiscal  Year.  The  fiscal  year of this  corporation  shall end on the
Saturday nearest June 30 of each year.

     7.2 Notices.  Whenever any written notice is required to be given under the
provisions of any law, the Articles of  Incorporation,  or by these  Bylaws,  it
shall not be construed or interpreted to mean personal notice,  unless expressly
so stated,  and any notice so required shall be deemed to be sufficient if given
in  writing  by mail,  by  depositing  the same in a Post  Office  box,  postage
prepaid,  addressed to the person  entitled  thereto at his or her address as it
appears in the records of the  corporation.  Such notice shall be deemed to have
been given at the time and on the day of such mailing. Shareholders not entitled
to vote shall not be  entitled  to  receive  notice of any  meetings,  except as
otherwise provided by law or these Bylaws.

     7.3 Waiver of Notice. Whenever any notice is required to be given under the
provisions of any law, the Articles of Incorporation,  or these Bylaws, a waiver
thereof in writing,  signed by the person or persons  entitled  to said  notice,
whether  before or after the time  stated  therein,  shall be deemed  equivalent
thereto.

     7.4 Voting of  Securities.  Securities of another  corporation,  foreign or
domestic,  standing in the name of this corporation,  which are entitled to vote
may be voted,  in person or by proxy,  by the chairman or the  president of this
corporation  or by such other or additional  persons as may be designated by the
Board of Directors.

     7.5 Compensation  Repayment. If the compensation paid to any officer of the
corporation for any fiscal year is challenged by the Internal Revenue Service as
excessive  so as to call  into  question  the  corporation's  deduction  of such
compensation for federal income tax purposes and, if such challenge is resolved,
either by compromise or litigation,  in a manner which  disallows the deduction,
or any part  thereof,  then such officer  shall repay said  compensation  to the
corporation  to  the  extent  the  corporation's  deduction  therefor  has  been
disallowed.

                                      -11-
<PAGE>
                                  ARTICLE VIII
                                   AMENDMENTS

     These Bylaws may be amended or repealed or new Bylaws adopted by a majority
vote of the Board of Directors at any regular or special meeting,  without prior
notice  of  intent  to do so, or by vote of the  holders  of a  majority  of the
outstanding voting shares of the corporation at any annual or special meeting if
notice of the proposed amendment, repeal, or adoption is contained in the notice
of the meeting.

     These are the Amended  and  Restated  Bylaws of Knape & Vogt  Manufacturing
Company as in effect April 23, 1999.



                                                  _____________________________
                                                  Jack Poindexter, Secretary




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