# 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 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____________________To ____________________
Commission File Number 0-1859KNAPE & VOGT MANUFACTURING COMPANY
                              (Exact name of registrant as specified in its charter)

|Michigan
(State of Incorporation)                                                             | 38-0722920
(IRS Employer Identification No.)
|--------------------------------------------------------------------------------------------- | --------------------------------------------
|                                                                                              |                                             
|2700 Oak Industrial Drive, NE
Grand Rapids, Michigan
(Address of principal executive offices) | 49505
(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 _____

2,259,146         common shares were outstanding as of April 24, 2002.
                2,274,306         Class B common shares were outstanding as of April 24, 2002.



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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# INDEX

Page No.
PART I. FINANCIAL INFORMATION
         Item 1. Financial Statements.
                 Condensed Consolidated Balance Sheets
                 --March 30, 2002 and June 30, 2001
......................................................................................................2
                 Condensed Consolidated Statements of Income
                 --Nine Months and Three Months Ended March 30, 2002 and March 31, 2001
....................................3
                 Condensed Consolidated Statements of Stockholders' Equity
                 --Nine Months Ended March 30, 2002
....................................................................................................4
                 Condensed Consolidated Statements of Cash Flows
                 --Nine Months Ended March 30, 2002 and March 31, 2001
...................................................................5
                 Notes to Condensed Consolidated Financial Statements
........................................................................6-9
         Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations
...................................................................................................10-11
         Item 3. Quantitative and Qualitative Disclosures About Market
                Risk
..........................................................................................................................................................12PART II. OTHER INFORMATION
         Item 6. Exhibits and Reports on Form 8-K
.....................................................................................................13SIGNATURES........................................................................................................................................................14

1

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`KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                           PART I. FINANCIAL INFORMATION

                                       CONDENSED CONSOLIDATED BALANCE SHEETS



                                                                                (Unaudited)
                                                                              Mar. 30, 2002        June 30, 2001
                                                                          --------------------    -----------------
Assets

Current assets
     Cash and equivalents                                                 $         4,728,270     $      2,113,940
     Accounts receivable - net                                                     15,913,262           17,822,214
     Inventories                                                                   13,980,289           14,290,096
     Prepaid expenses and other                                                     1,405,232            3,271,460
                                                                          --------------------    -----------------
Total current assets                                                               36,027,053           37,497,710
                                                                          --------------------    -----------------

Property, plant and equipment                                                      81,480,628           79,549,733
Less accumulated depreciation                                                      42,768,264           38,524,582
                                                                          --------------------    -----------------
Net property, plant and equipment                                                  38,712,364           41,025,151
                                                                          --------------------    -----------------

Goodwill, net                                                                       4,864,052            5,137,697
Other assets                                                                        6,058,550            6,142,835
                                                                          --------------------    -----------------

                                                                          $        85,662,019     $     89,803,393
                                                                          ====================    =================



Liabilities and Stockholders' Equity

Current liabilities
     Accounts payable                                                     $         9,617,359       $   10,366,596
     Other accrued liabilities                                                     10,320,653            8,665,511
                                                                          --------------------      ---------------
Total current liabilities                                                          19,938,012           19,032,107
                                                                          --------------------     ----------------

Long-term debt                                                                     20,000,000           23,750,000
Deferred income taxes and other long-term liabilities                               9,583,098            9,888,589
                                                                          --------------------      ---------------
Total liabilities                                                                  49,521,110           52,670,696
                                                                          --------------------     ----------------

Stockholders' Equity

Common stock (Common -  2,259,146 and 2,277,921 shares issued,
       Class B common - 2,275,912 and 2,339,920 shares issued,
       Preferred - unissued)                                                        9,070,116            9,235,682
Additional paid-in capital                                                          7,749,982            8,502,727
Unearned stock grant                                                                  (94,500)             (94,500)
Accumulated other comprehensive income:
       Foreign currency translation adjustment                                       (208,033)             (86,729)
       Loss on derivative instrument                                                 (636,671)            (353,301)
       Minimum supplemental executive retirement plan
          liability adjustment                                                     (1,034,725)          (1,036,062)
Retained earnings                                                                  21,294,740           20,964,880
                                                                          --------------------     ----------------
Total stockholders' equity                                                         36,140,909           37,132,697
                                                                          --------------------     ----------------

                                                                          $        85,662,019      $    89,803,393
                                                                          ====================     ================

See accompanying notes.`

2

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`KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                    (Unaudited)

                                                For the Nine Months Ended            For the Three Months Ended
                                                -------------------------            --------------------------
                                           Mar. 30, 2002       Mar. 31, 2001      Mar. 30, 2002       Mar. 31, 2001
                                           -------------     ---------------      -------------       -------------
Net sales                               $    97,385,831    $    108,974,504    $    33,142,872    $     34,496,063

Cost of sales                                76,436,332          83,583,817         26,086,624          26,988,329
                                           -------------       -------------      -------------       -------------

Gross profit                                 20,949,499          25,390,687          7,056,248           7,507,734

Selling and administrative expenses          15,770,500          17,066,832          5,281,645           5,890,775

Impairment loss on assets held for sale               -             300,000                  -             300,000
                                           -------------       -------------      -------------       -------------

Operating income                              5,178,999           8,023,855          1,774,603           1,316,959

Other expenses                                1,346,244           1,312,597            475,976             457,168
                                           -------------       -------------      -------------       -------------

Income before income taxes                    3,832,755           6,711,258          1,298,627             859,791

Income taxes                                  1,338,000           2,352,000            454,000             297,000
                                           -------------       -------------      -------------       -------------

Net income                              $     2,494,755    $      4,359,258    $       844,627    $        562,791
                                           =============       =============      =============       =============

Basic earnings per share:
Net income per share                    $          0.54    $           0.94    $          0.19    $           0.12
                                           =============       =============      =============       =============

Weighted average shares outstanding           4,585,506           4,616,561          4,542,635           4,618,312

Diluted earnings per share:
Net income per share                    $          0.54    $           0.94    $          0.19    $           0.12
                                           =============       =============      =============       =============

Weighted average shares outstanding           4,585,506           4,618,331          4,542,635           4,618,507

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

Cash dividend - Class B common stock    $           .45    $            .45    $           .15    $            .15



See accompanying notes.`

3

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`KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                          (Unaudited)


                                                                                       Accumulated
                                                        Additional     Restricted            other
                                            Common         paid-in         stock     comprehensive      Retained
                                             stock         capital        grants              loss      earnings            Total
----------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2001                 $ 9,235,682   $   8,502,727   $   (94,500)    $  (1,476,092)  $ 20,964,880    $  37,132,697

Comprehensive income
  Net income for 2002                            -               -             -                 -      2,494,755        2,494,755
  Foreign currency
   translation adjustment                        -               -             -          (121,304)             -                -
  Minimum SERP adjustment                        -               -             -             1,337              -                -
  Loss on derivative instrument                  -               -             -          (283,370)             -                -
                                                                                     --------------
  Other comprehensive loss                       -               -             -          (403,337)             -         (403,337)
                                                                                                                     --------------
Comprehensive income                                                                                                     2,091,418
                                                                                                                     --------------

Cash dividends                                   -               -             -                 -     (2,164,895)      (2,164,895)
Restricted stock issued                      1,634           8,979             -                 -              -           10,613
Repurchase of common stock                (167,200)       (761,724)            -                 -              -         (928,924)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, March 30, 2002                $ 9,070,116   $   7,749,982   $   (94,500)    $  (1,879,429)  $ 21,294,740  $    36,140,909
===================================================================================================================================`

4

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`KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (Unaudited)


                                                                            Nine Months Ended
                                                                            -----------------
                                                                    Mar. 30, 2002           Mar. 31, 2001
                                                                 ------------------      ------------------
Operating Activities:
     Net income                                                 $        2,494,755       $       4,359,258
     Non-cash items:
         Depreciation and amortization                                   5,598,428               4,679,463
         Deferred income taxes                                            (560,000)               (177,000)
         Other long-term liabilities                                        70,232                 163,331
              Impairment loss on assets held for sale                            -                 300,000
              Loss on disposal of fixed assets                             248,498                 177,630
         Changes in operating assets and liabilities:
                  Accounts receivable                                    1,838,395               2,451,390
                  Inventories                                              309,807              (1,374,106)
                  Other current assets                                     264,055                  15,901
                  Accounts payable and accrued liabilities               1,101,683              (5,088,922)
                                                                -------------------      ------------------
     Net cash provided by operating activities                          11,365,853               5,506,945
                                                                -------------------      ------------------

Investing Activities:
     Additions to property, plant and equipment                         (3,236,926)             (6,993,220)
       Proceeds from sales of property, plant and equipment              1,487,201                       -
       Net cash paid for acquisition                                             -                (505,745)
     Changes in other non-current assets                                   (60,980)                 (7,017)
                                                                -------------------      ------------------
     Net cash used for investing activities                             (1,810,705)             (7,505,982)
                                                                -------------------      ------------------

Financing Activities:
     Cash dividends paid                                                (2,164,895)             (2,179,379)
     Proceeds from issuance of common stock                                      -                  15,922
       Repurchase of common stock                                         (928,924)                (20,537)
     Borrowings on (repayments of) long-term debt                       (3,750,000)              4,230,000
                                                                -------------------      ------------------
     Net cash provided by (used for) financing activities               (6,843,819)              2,046,006
                                                                -------------------      ------------------

Effect of Exchange Rate Changes on Cash                                    (96,999)                (90,052)
                                                                -------------------      ------------------

Net Increase (Decrease) in Cash and Equivalents                          2,614,330                 (43,083)

Cash and equivalents, beginning of year                                  2,113,940               2,351,622
                                                                -------------------      ------------------

Cash and equivalents, end of period                             $        4,728,270       $       2,308,539
                                                                ===================      ==================

Cash Paid During the Period - interest                          $        1,137,152       $       1,165,448
                            - income taxes                      $        1,990,000       $       3,653,830

See accompanying notes.`

5

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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, 2001, 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 2001 annual report.

The Company utilizes a 52-
or 53-week fiscal year, which ends on the Saturday nearest the end of June. The
fiscal years ending June 30, 2001 and June 29, 2002 each contain 52 weeks.

The Company uses an
interest rate swap agreement to modify a portion of the variable rate revolving
line of credit to a fixed rate obligation, thereby reducing the exposure to
market rate fluctuations. The interest rate swap agreement is designated as a
hedge, and effectiveness is determined by matching the principal balance and
terms with that specific obligation. Amounts currently due to or from
interest-rate-swap-counter parties are recorded in interest expense in the
period in which they accrue. The derivative was recognized as a liability on the
balance sheet at its fair value of $979,671 at March 30, 2002 and $543,301 at
June 30, 2001.

In accordance with the
Emerging Issues Task Force (EITF) No. 00-10, Accounting for
Shipping and Handling Fees and Costs, certain shipping and handling costs
have been reclassified from sales and operating expenses to cost of goods sold.

In addition, EITF No.
00-22, Accounting for Certain Points and Other Time-Based
Sales Incentive Offers, and Offers for Free Products or Services to be Delivered
in the Future, resulted in certain rebate offers that are delivered
subsequent to a single exchange transaction being recognized when incurred and
reported as a reduction of revenue.

In May 2001, the EITF
issued EITF No. 00-25, Vendor Income Statement Characterization of
Consideration Paid to a Reseller of the Vendors Products. EITF No.
00-25 requires that certain amounts paid to customers under cooperative
advertising and buydown programs be recognized when incurred and reported as a
reduction of revenue.

EITF Nos. 00-22 and 00-25
resulted in the reclassification of certain costs from operating expenses to net
sales, however, they did not have any impact on operating or net income.
Accordingly, certain prior year information has been reclassified to conform to
the current year presentation.

## Note 2 
New Accounting Standards

In June 2001, the Financial
Accounting Standards Board (FASB) finalized Statements No. 141, Business
Combinations(SFAS 141), and No. 142, Goodwill and Other Intangible
Assets(SFAS 142). SFAS 141 requires the use of the purchase method of
accounting and prohibits the use of the pooling-of-interest method of accounting
for business combinations. SFAS 141 also requires that the Company recognize
acquired intangible assets apart from goodwill if the acquired intangible assets
meet certain criteria. SFAS 141 applies to all business combinations initiated
after June 30, 2001 and for purchase business combinations completed on or after
July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
reclassify the carrying amounts of intangible assets and goodwill based on the
criteria in SFAS 141.

6

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SFAS 142 requires, among
other things, that companies no longer amortize goodwill, but instead test
goodwill for impairment at least annually. In addition, SFAS 142 requires that
the Company identify reporting units for the purposes of assessing potential
future impairments of goodwill, reassess the useful lives of other existing
recognized intangible assets, and cease amortization of intangible assets with
an indefinite useful life. An intangible asset with an indefinite useful life
should be tested for impairment in accordance with the guidance in SFAS 142.
SFAS 142 is required to be applied in fiscal years beginning after December 15,
2001 to all goodwill and other intangible assets recognized at that date,
regardless of when those assets were initially recognized. SFAS 142 requires the
Company to complete a transitional goodwill impairment test six months from the
date of adoption. The Company is also required to reassess the useful lives of
other intangible assets within the first interim quarter after adoption of SFAS
142.

The Companys previous
business combinations were accounted for using the purchase method. As of March
30, 2002, the net carrying amount of goodwill is $4,864,052. Currently, the
Company is assessing the impact of adopting SFAS 141 and SFAS 142, but does not
believe that adoption will be significant to its financial position and results
of operation.

In August 2001, the FASB
issued SFAS No. 144, Accounting for Impairment of Long-Lived Assets,
which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121 and the accounting and
reporting provisions of APB Opinion No. 30. SFAS 144 is effective for fiscal
years beginning after December 15, 2001, with earlier application encouraged.
The Company does not expect to adopt SFAS 144 until fiscal 2003 and the effect
of its adoption is not expected to be significant to the Companys
financial position and results of operations.

## Note 3 -
Common Stock and Per Share Information

The Company has 6,000,000
shares of common stock and 4,000,000 shares of Class B common stock authorized.
All of the stock is $2 par/share.

The following table
reconciles the numerators and denominators used in the calculations of basic and
diluted EPS for each of the periods presented:

`For the nine months ended              For the three months ended
                                           -------------------------              --------------------------
                                        Mar. 30, 2002      Mar. 31, 2001       Mar. 30, 2002        Mar. 31, 2001
                                       ---------------    ---------------    -----------------    -----------------
Numerators:
  Numerator for both basic and
  diluted EPS, net income                  $2,494,755         $4,359,258             $844,627             $562,791
                                       ===============    ===============    =================    =================
Denominators:
  Denominator for basic EPS,
  weighted-average common shares
  outstanding                               4,585,506          4,616,561            4,542,635            4,618,312
  Potentially dilutive shares
  resulting from stock option plans                 -              1,770                    -                  195
                                       ---------------    ---------------    -----------------    -----------------
  Denominator for diluted EPS               4,585,506          4,618,331            4,542,635            4,618,507
                                       ===============    ===============    =================    =================`

The following exercisable
stock options were not included in the computation of diluted EPS because the
option prices were greater than average quarterly market prices.

`Mar. 30, 2002                 Mar. 31, 2001
                                                  ---------------------         --------------------
Exercise Price
 $13.64                                                   19,832                       21,835
 $14.09                                                   20,075                       21,450
 $16.74                                                   10,291                       11,192
 $18.18                                                    9,350                       10,450
 $26.54                                                   61,413                            -`

7

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## Note 4 -
Inventories

Inventories are valued at
the lower of FIFO (first-in, first-out) cost or market. Inventories are
summarized as follows:

`Mar. 30, 2002             June 30, 2001
                                                 -------------             -------------

Finished products                               $    9,094,322           $     9,916,080
Work in process                                      1,859,688                 1,608,544
Raw materials                                        3,026,279                 2,765,472
                                                     ---------                 ---------

Total                                           $   13,980,289            $   14,290,096
                                                ==============            ==============`

## Note 5 -
Comprehensive Income

Comprehensive income is
comprised of net income and all changes to stockholders equity, except
those due to investments by owners and distributions to owners.

`For the Nine Months Ended               For the Three Months Ended
                                             -------------------------               --------------------------
                                       Mar. 30, 2002         Mar. 31, 2001      Mar. 30, 2002       Mar. 31, 2001
                                    -----------------    ----------------    -----------------    ----------------
Net income                                $2,494,755          $4,359,258              $844,627            $562,791
Other comprehensive income:
  Foreign currency
    translation adjustment                  (121,304)           (138,257)               (9,375)           (111,615)
  Loss on derivative instrument             (283,370)           (541,067)              160,955            (323,475)
  Minimum SERP liability adjustment            1,337               2,336                   100               1,845
                                    -----------------    ----------------     -----------------    ----------------
Comprehensive income                      $2,091,418          $3,682,270              $996,307            $129,546
                                    =================    ================     =================    ================`

Other comprehensive income
(loss) related to the interest rate swap agreement consisted of the following
components:

`For the Nine Months Ended                      For the Three Months Ended
                                                -------------------------                      --------------------------
                                        Mar. 30,  2002           Mar. 31,  2001           Mar. 30,  2002           Mar. 31,  2001
                                  -----------------------------------------------------------------------------------------------------
                                      Pre-Tax     After-Tax     Pre-Tax     After-Tax    Pre-Tax    After-Tax     Pre-Tax    After-Tax
                                  -----------------------------------------------------------------------------------------------------
Cumulative effect of a change
in accounting principle, as of
July 1, 2000                             $    -      $    -    $ 797,871     $518,616     $      -      $    -      $    -      $    -
Change in fair value of
interest rate swap                       61,495      39,972   (1,677,620)  (1,090,453)     459,728     298,823    (494,757)   (321,592)
Settlement to interest expense         (497,417)   (323,342)      46,296       30,770     (212,104)   (137,868)     (2,896)     (1,883)
                                    ------------- ----------- ------------ ------------ ----------- ----------- ------------ -----------
Other comprehensive income (loss)     $(435,922)  $(283,370)   $(833,453)   $(541,067)    $247,624    $160,955   $(497,653)  $(323,475)
                                    ============== =========== ============ ============ =========== =========== ============ ===========`

## Note 6 
Assets Held for Sale

During fiscal 2000, the
Company offered its former powder coat facility for sale. As a result of this
decision, the related assets of $1,779,405 were transferred to other assets and
a loss of $105,000 was recorded in the fourth quarter of fiscal 2000 based upon
a buy/sell agreement. The purchaser was unable to close the transaction and the
building remained listed with a real estate broker. In addition, the Company had
listed a former facility in Muncie, Indiana for sale. Based upon new information
obtained during the third quarter of fiscal 2001 regarding the current fair
market value of the facilities held for sale, the Company recorded an additional
impairment loss of $300,000 pre-tax. During the second quarter of fiscal 2002,
both facilities were sold. No additional losses were recorded upon the ultimate
sale of the facilities.

8

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## Note 7 
Stock Repurchase

At the August 20, 1999
Board of Directors meeting, the Board approved 440,000 shares of common stock
for the stock repurchase program. The Company has purchased 83,600 shares during
the first nine months of fiscal 2002 for $928,924 with the price per share
ranging from approximately $10 to $13. Since the beginning of the stock
repurchase program in fiscal 1999, the Company has purchased 2,072,612 shares
for approximately $36.6 million.

## Note 8 
Legal Contingencies

Canada Customs and Revenue
Agency (CCRA) has performed an audit of the Companys sales to
its wholly-owned subsidiary, Knape & Vogt Canada. Preliminary results from a
joint review by the Company and its customs broker indicate that the Company
will be liable for certain custom transactions, however, the amount of any such
potential liability is unknown at this time. The Company is defending its
position that Knape & Vogt Canada is the importer of record for all Knape
& Vogt goods shipped into Canada and management believes, that based on the
information available at this time, any liability owed to the CCRA will not have
a materially adverse effect on the Companys earnings.

9

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This report contains
forward-looking statements that are based upon managements beliefs,
assumptions and current expectations, including statements made in Notes 2 and
8. 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, net
income growth and the impact of certain accounting pronouncements. 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 that speak only as of the date of this report.

## RESULTS OF
OPERATIONS

As discussed in Note 1,
certain reclassifications are reflected in the amounts discussed below.

## Net Sales

Net sales for the third quarter
of fiscal 2002 were $33.1 million, which represented a 3.9% decline compared to
sales of $34.5 million in the same quarter of the prior year. Net sales for the
first nine months of fiscal 2002 were $97.4 million, compared to $109.0 million
in the prior year. The results for the first nine months were heavily impacted
by the overall economic downturn and specifically the significant decline in the
office furniture industry, which represents approximately 40% of the
Companys sales. For the period from July 2001 to February 2002, BIFMA, the
office furniture industrys reporting organization, showed a decline in
shipments of approximately 26%. The Company was able to partially offset the
decline in its sales to the office furniture industry by the introduction of new
products in its Idea@Work line, including office lighting and the
Keynetix 2. In addition, the Companys other key market; home and
commercial products, has not been impacted as significantly by the overall
economic downturn.

## Gross Profit

Gross profit, as a
percentage of net sales, was 21.3% for the third quarter and 21.5% for the first
nine months of fiscal 2002 compared to 21.8% and 23.3%, respectively, for the
same periods in the prior year. The lower sales volumes during the third quarter
and the first nine months of fiscal 2002 made it difficult for the Company to
effectively leverage its fixed overhead costs. The Company has been able to
partially offset the impact of its fixed overhead costs by shifting the mix of
its sales to higher margin products and continuing its lean manufacturing
efforts to lower its overall cost structure.

## Other
Operating Expenses

Selling and administrative
expenses, as a percentage of net sales, were 15.9% for the third quarter and
16.2% for the first nine months of fiscal 2002 compared to 17.1% and 15.7%,
respectively, for the same periods in the prior year. Overall, management has
been successful in lowering discretionary spending during the third quarter of
fiscal 2002. For the first nine months of fiscal 2002, other operating expense
were slightly higher than the same period in the prior year due to a higher
sales mix of ergonomic products, which have a higher level of selling costs
associated with them than the Companys other product lines. In addition,
there was an impairment charge of $300,000 recorded in the third quarter of the
prior year related to the two facilities held for sale.

## Other Expenses

Interest expense was
$379,077 for the quarter and $1,156,727 for the nine months ended March 30,
2002, compared with $415,609 and $1,204,536, respectively, for the same periods
in the prior year. The decrease in interest expense was primarily attributable
to a lower level of borrowings during fiscal 2002.

Other net miscellaneous
expense was $96,899 for the third quarter and $189,517 for the first nine months
of fiscal 2002. This compares to $41,559 and $108,061, respectively, for the
same periods in fiscal 2001. The increase in other net expense reflects the
write-off of costs associated with certain assets disposed of during fiscal
2002.

10

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KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

## Income Taxes

The effective tax rates for
the quarter and nine months ended March 30, 2002, were approximately 35.0%
compared with the rates of 34.5% and 35.0%, respectively, for the same periods
in the prior year.

## Net Income

For the quarter ended March
30, 2002, net income was $844,627 or $0.19 per diluted share compared to
$562,791 or $0.12 per diluted share for the third quarter of last year. Net
income of $2,494,755, or $0.54 per diluted share was recorded for the first nine
months of fiscal 2002 compared with $4,359,258, or $0.94 per diluted share for
the same period in the prior year. As discussed above, the primary reason for
the decline in net income was the lower sales volume.

## Liquidity and
Capital Resources

Net cash from operating
activities for the first nine months of fiscal 2002 provided $11,365,853 of cash
compared with $5,506,945 of cash for the first nine months of fiscal 2001.
Improved working capital management generated the increase during fiscal 2002.
Specifically, the Company has been successful in lowering outstanding customer
receivables and reducing the inventory on hand, while managing its trade
payables and other accrued liabilities.

Capital expenditures
totaled $3,236,926 for the nine months ended March 30, 2002, compared to
$6,993,220 for the nine months ended March 31, 2001. The current year capital
spending primarily reflects investments in tooling for new products. There were
no significant capital expenditure commitments at March 30, 2002. Fourth quarter
capital expenditures are anticipated to remain at approximately the same level
as depreciation.

At the August 20, 1999
Board of Directors meeting, the Board approved 440,000 common shares for the
stock repurchase program. The Company has purchased 83,600 shares during the
first nine months of fiscal 2002 for $928,924 with the price per share ranging
from approximately $10 to $13. Since the beginning of the stock repurchase
program in fiscal 1999, the Company has purchased 2,072,612 shares for
approximately $36.6 million.

The long-term debt balance
decreased to $20,000,000 at March 30, 2002, compared to $23,750,000 at June 30,
2001. The decrease reflects better working capital management along with lower
capital expenditures.

Anticipated cash flows from
operations and available balances on the revolving credit line are expected to
be adequate to fund working capital, capital expenditures and dividend payments.

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES
QUANTITATIVE
AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

The Company is exposed to
market risks, which include changes in the foreign currency exchange rate as
measured against the U.S. dollar and changes in U.S. interest rates. The Company
holds a derivative instrument in the form of an interest rate swap, which is
viewed as a risk management tool and is not used for trading or speculative
purposes. The intent of the interest rate swap is to effectively fix the
interest rate on part of the borrowings under the Companys variable rate
revolving credit agreement.

Quantitative disclosures
relating to financial instruments and debt are included in the tables below.

The following table
provides information on the Companys fixed maturity investments as of
March 30, 2002, that are sensitive to changes in interest rates. The table also
presents the corresponding interest rate swap on this debt. Since the interest
rate swap effectively fixes the interest rate on the notional amount of debt,
changes in interest rates have no current effect on the interest expense
recorded by the Company on the portion of the debt covered by the interest rate
swap.

`Liability                                              Amount                   Maturity Date
------------------                                   ---------                  -------------
Variable rate revolving credit
  Agreement ($45 million available)                 $20 million               November 1, 2004
First $20,000,000 at an interest rate
  of 1.9050% plus weighted average
  credit spread of .625%
Amounts in excess of $20,000,000 have
  an interest rate of approximately 2.523%

Interest Rate Swap
------------------
Notional amount                                     $20 million                 June 1, 2006
  Pay fixed/Receive variable - 1.91125%
  Pay fixed interest rate - 6.25%`

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  through  working  capital  management.  The Company does not hedge its exposure to  translation
gains and losses relating to foreign currency net asset exposures.

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KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES
                                            PART II. OTHER INFORMATION

Item 6.  Exhibits and
Reports on Form 8-K

|(a) | Exhibits
There were no exhibits for the three months ended March 30, 2002.                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                             
|(b) | Reports on Form 8-K
During the third quarter, the Company filed two reports of Form 8-K: the first was dated March
8, 2002: Item 4. Changes in Registrant's Certifying Accountant and the second was dated March
11, 2002: Item 9. Regulation FD Disclosure.

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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: April 26, 2002 | /s/ William R. Dutmers
William R. Dutmers
Chairman and
Chief Executive Officer
/s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and
Treasurer
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

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