# 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 Quarter Ended
October 2, 2004

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
000-01859

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

|                                                                                                                            | 
|--------------------------------------------------------------------------------------------------------------------------- | 
|Michigan(State of Incorporation)2700 Oak Industrial Drive, NEGrand Rapids, Michigan(Address of principal executive offices) | 

(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 ______

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).

YES ______ NO __X__

As
of October 15, 2004, Knape & Vogt Manufacturing Company had 2,345,131
shares of
Common Stock outstanding and 2,171,974 shares of Class B Common Stock outstanding.

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

# INDEX

|                                                                                              | 
|--------------------------------------------------------------------------------------------- | 
|PART I.           FINANCIAL INFORMATION                                                       | 
|                                                                                             
|Item 1. Financial Statements                                                                  | 
|                                                                                             
|Condensed Consolidated Balance Sheets                                                         | 
|--October 2, 2004 and July 3, 2004                                                            | 
|                                                                                             
|Condensed Consolidated Statements of Income                                                   | 
|--Three Months Ended Oct. 2, 2004 and Sept. 27, 2003                                          | 
|                                                                                             
|Condensed Consolidated Statement of Stockholders' Equity                                      | 
|--Three Months Ended Oct. 2, 2004                                                             | 
|                                                                                             
|Condensed Consolidated Statements of Cash Flows                                               | 
|--Three Months Ended Oct. 2, 2004 and Sept. 27, 2003                                          | 
|                                                                                             
|Notes to Condensed Consolidated Financial Statements                                          | 
|                                                                                             
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations | 
|                                                                                             
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                           | 
|                                                                                             
|Item 4.  Controls and Procedures                                                              | 
|                                                                                             
|PART II.           OTHER INFORMATION                                                          | 
|                                                                                             
|Item 6.  Exhibits and Reports on Form 8-K                                                     | 
|                                                                                             
|SIGNATURES                                                                                    | 
|                                                                                             
|EXHIBIT INDEX                                                                                 | 

1

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES PART I. FINANCIAL
INFORMATION CONDENSED CONSOLIDATED
BALANCE SHEETS

|                                                       | (Unaudited)Oct. 2, 2004 | July 3, 2004 
|------------------------------------------------------ | ----------------------- | -------------
|                                                       |                         |              
|AssetsCurrent assets                                   |                         |              
|Cash                                                   |                         | $   4,978,553
|Accounts receivable - net                              |                         | 18,985,824   
|Inventories                                            |                         | 24,085,155   
|Prepaid expenses and other current assets              |                         | 714,110      
|                                                       |                         |              
|Total current assets                                   |                         | 48,763,642   
|                                                       |                         |              
|Property, plant and equipment                          |                         | 84,802,592   
|Less accumulated depreciation                          |                         | 57,028,767   
|                                                       |                         |              
|Net property, plant and equipment                      |                         | 27,773,825   
|                                                       |                         |              
|Goodwill                                               |                         | 4,772,837    
|Prepaid pension cost                                   |                         | 11,975,187   
|Other assets                                           |                         | 555,004      
|                                                       |                         |              
|                                                       |                         | $ 93,840,495 
|                                                       |                         |              
|Liabilities and Stockholders' Equity                   |                        
|Current liabilities                                    |                        
|Accounts payable                                       |                         | $ 10,084,412 
|Other accrued liabilities                              |                         | 9,564,099    
|                                                       |                         |              
|Total current liabilities                              |                         | 19,648,511   
|Long-term debt and capital leases                      |                         | 25,508,289   
|Deferred income taxes and other long-term liabilities  |                         | 11,852,976   
|                                                       |                         |              
|Total liabilities                                      |                         | 57,009,776   
|                                                       |                         |              
|Stockholders' Equity                                   |                        
|Common stock (Common - 2,345,131 and 2,331,860 shares  |                        
|issued and outstanding, Class B common - 2,171,974 and |                        
|2,184,489 shares issued and outstanding)               |                         | 9,034,210    
|Preferred stock -unissued                              |                         | -            
|Additional paid-in capital                             |                         | 7,552,997    
|Unearned stock grant                                   |                         | (94,500      
|Accumulated other comprehensive loss                   |                         | (1,486,975   
|Retained earnings                                      |                         | 21,824,987   
|                                                       |                         |              
|Total stockholders' equity                             |                         | 36,830,719   
|                                                       |                         |              
|                                                       |                         | $ 93,840,495 
|                                                       |                         |              

See accompanying notes.

2

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENTS OF INCOME (Unaudited)

|                                     | For the Three Months Ended
|------------------------------------ | --------------------------
|
|                                     |                           
|Net sales                            |                           
|                                    
|Cost of sales                        |                           
|                                     |                           
|                                    
|Gross profit                         |                           
|                                    
|Selling and administrative expenses  |                           
|                                     |                           
|                                    
|Operating income                     |                           
|                                    
|Interest and other expenses, net     |                           
|                                     |                           
|                                    
|Income before income taxes           |                           
|                                    
|Income taxes                         |                           
|                                     |                           
|                                    
|Net income                           |                           
|                                     |                           
|                                    
|Basic and diluted earnings per share |                           
|                                     |                           
|                                    
|Weighted average shares outstanding  |                           
|                                    
|Cash dividend - common stock         |                           
|                                    
|Cash dividend - Class B common stock |                           

See accompanying notes.

3

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# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)

|                                          | Common stock | Additionalpaid-incapital | Unearnedstockgrant | Accumulatedothercomprehensiveloss | Retainedearnings | Total   
|----------------------------------------- | ------------ | ------------------------ | ------------------ | --------------------------------- | ---------------- | --------
|                                          |             
|Balance, July 3, 2004                     |              | $9,032,698               |                    | $7,544,749                        |                  | $(94,500
|                                         
|Comprehensive income                      |             
|Net income                                |              | -                        |                    | -                                 |                  | -       
|Foreign currency translation   adjustment |              | -                        |                    | -                                 |                  | -       
|Gain on derivative instrument             |              | -                        |                    | -                                 |                  | -       
|                                          |              |                         
|Other comprehensive income                |              | -                        |                    | -                                 |                  | -       
|                                          |              |                         
|Comprehensive income                      |              |                          | 709,402            |                                  
|                                          |              |                         
|Cash dividends                            |              | -                        |                    | -                                 |                  | -       
|Restricted stock issued                   |              | 1,512                    |                    | 8,248                             |                  | -       
|                                          |             
|                                         
|Balance, October 2, 2004                  |              | $9,034,210               |                    | $7,552,997                        |                  | $(94,500
|                                          |             

See accompanying notes.

4

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# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited)

|                                                     | Three Months Ended
|---------------------------------------------------- | ------------------
|                                                     |                   
|                                                    
|                                                     |                   
|Operating Activities     Net income                  |                   
|Non-cash items:                                      |                   
|Depreciation and amortization                        |                   
|Deferred income taxes                                |                   
|Change in retirement plan cost                       |                   
|Loss (gain) on disposal of fixed assets              |                   
|Other                                                |                   
|Changes in operating assets and liabilities:         |                   
|Accounts receivable                                  |                   
|Inventories                                          |                   
|Other current assets                                 |                   
|Accounts payable and accrued expenses                |                   
|                                                     |                   
|Net cash used for operating activities               |                   
|                                                     |                   
|Investing Activities:                                |                   
|Additions to property, plant and equipment           |                   
|Proceeds from sales of property, plant and equipment |                   
|Other                                                |                   
|                                                     |                   
|Net cash used for investing activities               |                   
|                                                     |                   
|Financing Activities:                                |                   
|Dividends paid                                       |                   
|Borrowings on long-term debt                         |                   
|Payments on long-term debt and capital leases        |                   
|                                                     |                   
|Net cash provided by financing activities            |                   
|                                                     |                   
|Effect of Exchange Rate Changes on Cash              |                   
|                                                     |                   
|Net Decrease in Cash and Equivalents                 |                   
|Cash and equivalents, beginning of year              |                   
|                                                     |                   
|Cash and equivalents, end of period                  |                   
|                                                     |                   
|Cash Paid During the Period - interest               |                   
|- income taxes                                       |                   

See accompanying notes.

5

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KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

# Note 1  Summary of
Significant Accounting Policies

The condensed consolidated financial
statements have been prepared by Knape & Vogt Manufacturing Company (the
Company), without audit, in accordance with accounting principles generally
accepted in the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted in the
United States for complete financial statements. Management believes that the disclosures
made in this document are adequate so as not to make the information presented misleading.
Operating results for the three-month period ended October 2, 2004, are not necessarily
indicative of the results that may be expected for the fiscal year ending July 2, 2005. It
is suggested that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Companys Form 10-K for the
year ended July 3, 2004.

The Company utilizes a 52- or 53-week
fiscal year, which ends on the Saturday nearest the end of June. The fiscal year ended
July 3, 2004 contained 53 weeks, while the fiscal year ending July 2, 2005 will contain 52
weeks. Both three-month periods ended on October 2, 2004 and September 27, 2003 contained
13 weeks.

Revenue Recognition

The Company records revenue when
title to the product and risk of ownership passes to the buyer. Sales are shown net of
returns, discounts and any other form of sales incentive, including cooperative
advertising and rebates. In certain circumstances, the Company does provide buyback
programs and markdown allowances to its customers. These amounts are fixed at the start of
the contract period with the customer and accounted for in accordance with Statement of
Position No. 93-7, Reporting on Advertising Costs and Emerging Issues Task
Force No. 01-9, Accounting for Consideration Given by a Vendor to a Customer.
The cost of these programs are either expensed at the time of the initial shipment of the
goods or are expensed on a prorated basis over the sales of the contract, if the Company
has a written commitment from the customer.

Stock Based Compensation

The Company accounts for its stock
option plans in accordance with APB Opinion 25, Accounting for Stock Issued to
Employees. Since the exercise price of the Companys employee stock options
equals or exceeds the market price of the underlying stock on the date of the grant, no
compensation cost is recognized under APB Opinion 25. In accordance with SFAS No. 123,
Accounting for Stock-Based Compensation, the Company is required to provide pro
forma information regarding net income and earnings per share as if compensation costs for
the Companys stock option plan had been determined using a fair value based
estimate. Had SFAS No. 123 been adopted, there would be no change in either net income or
earnings per share as no options have been granted to employees during the past three
fiscal years.

Reclassifications

Certain prior year information has
been reclassified to conform to the current year presentation.

# Note 2  New
Accounting Standards

In May 2004, the Financial Accounting
Standards Board (FASB) issued FASB Staff Position (FSP) FAS 106-2,
Accounting and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. FSP FAS 106-2 supercedes FSP FAS 106-1,
Accounting and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003, and provides guidance on the accounting,
disclosure, effective date and transition rules related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. FSP FAS 106-2 was adopted during the first
quarter and had no impact on the financial statements.

6

---



# Note 3  Derivative
Instrument

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, which has a notional amount $20,000,000, was
recognized as a liability on the balance sheet at its fair value of $1,247,752 at October
2, 2004 and $1,391,133 at July 3, 2004.

# Note 4  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 are the numerators and
denominators used in the calculations of basic and diluted earnings per share (EPS) for
each of the periods presented:

|                               | For the Three Months Ended
|------------------------------ | --------------------------
|                               |                           
|
|                               |                           
|Numerators:                    |                           
|Numerator for both basic and   |                           
|diluted EPS, net income        |                           
|                               |                           
|Denominators:                  |                           
|Denominator for both basic and |                           
|diluted EPS,weighted-average   |                           
|common shares outstanding      |                           
|                               |                           

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.

|Exercise Price | Oct. 2, 2004 | Sept. 27, 2003
|-------------- | ------------ | --------------
|               |              |               
|               |              |               
|$     13       | .64          | 6,050         
|$     14       | .09          | 7,700         
|$     16       | .74          | -             
|$     18       | .18          | 5,500         
|$     18       | .41          | -             
|$     18       | .48          | 206,183       

# Note 5  Inventories

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

|                      | Oct. 2, 2004 | July 3, 2004
|--------------------- | ------------ | ------------
|                      |              |             
|Finished products     |              | $15,367,827 
|Consignment inventory |              | 3,119,332   
|Work in process       |              | 2,081,573   
|Raw materials         |              | 3,516,423   
|                      |              |             
|Total                 |              | $24,085,155 
|                      |              |             

7

---



# Note 6  Warranty
Disclosure

The Company provides a limited
lifetime warranty on most products sold. Depending on the product, the lifetime warranty
is generally defined in a range of three to fifteen years. The Company does not sell or
otherwise issue warranties or warranty extensions as stand alone products. The warranty
issues replacement of the product as the resolution for any warranty claims. Reserves have
been established for the various costs associated with the Companys warranty
program. General warranty reserves are based on historical claims experience and other
currently available information and are periodically adjusted for business levels and
other factors. Specific reserves are established if an issue is identified with the
amounts for such reserves based on the estimated cost to correct the problem. The actual
warranty expense could differ from the estimates made by the Company based on product
performance. The following table presents the changes in the Companys product
warranty liability:

|                                              | For the Three Months Ended
|--------------------------------------------- | --------------------------
|                                              |                           
|                                             
|                                              |                           
|Accrued warranty costs at beginning of period |                           
|Payments made for warranty costs              |                           
|Accrual for product warranty                  |                           
|                                              |                           
|Accrued warranty costs at end of period       |                           
|                                              |                           

# Note 7 
Comprehensive Income

Comprehensive income represents net income
and other revenues, expenses, gains and losses that are excluded from net income and
recognized directly as a component of stockholders equity.

Comprehensive income and its
components consist of the following:

|                                        | For the Three Months Ended
|--------------------------------------- | --------------------------
|                                        |                           
|                                       
|                                        |                           
|Net income                              |                           
|Other comprehensive income:             |                           
|Foreign currency translation adjustment |                           
|Gain on derivative instrument           |                           
|                                        |                           
|Comprehensive income                    |                           
|                                        |                           

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

|                                           | For the Three Months Ended
|------------------------------------------ | --------------------------
|                                           |                           
|
|                                           |                           
|
|                                           |                           
|Change in fair value of interest rate swap |                           
|Settlement to interest expense             |                           
|                                           |                           
|Other comprehensive income                 |                           
|                                           |                           

# Note 8  Retirement
Plans

The Company has several
noncontributory defined benefit pension plans that provide benefits based on the
participants years of service. The Company also has a nonqualified supplemental
retirement program for designated officers of the Company, which includes death and
disability benefits. The postretirement health-care plan covers substantially all
employees. The plan is unfunded and contributory.

8

---



Components of Net
Periodic Benefit Costs:

For the three months
ended:

|                          | Benefits | SERPBenefits | PostretirementHealth-Care Benefits
|------------------------- | -------- | ------------ | ----------------------------------
|                          |         
|
|                          |         
|Service cost              |          | $ 123,303    |                                   
|Interest cost             |          | 276,056      |                                   
|Expected return on plan   |         
|assets                    |          | (433,480     | )                                 
|Net amortization          |          | 170,851      |                                   
|                          |         
|Net periodic pension cost |          | $ 136,730    |                                   
|                          |         

Employer Contributions

The Company has contributed $167,932
for the quarter ended October 2, 2004 to fund its retirement plans compared to $172,028
for the same period in the prior year. The Company anticipates additional contributions of
approximately $500,000 to fund its retirement plans in fiscal 2005 for an estimated total
of $670,000.

# Note 9  Segment
Information

During the fourth quarter of fiscal
2004, management began managing the business and reviewing financial information by market
channel rather than by the previous Home & Commercial Products and Office Products
divisions.

The Office Products division was
segregated into two market channels: OEM and dealer. The OEM market channel sells
precision drawer slides, hardware and ergonomic products to original equipment office
furniture manufacturers. The dealer market channel sells ergonomic products to independent
office furniture dealers. These dealers purchase product from office furniture
manufacturers and resell the furniture along with design and installation services to the
end customer.

The Home & Commercial Products
division was segregated into two market channels: consumer and distribution/other. The
consumer market channel sells a majority of the Companys product lines to retailers.
The distribution/other market channel sells many of the Companys product lines to
kitchen and bath OEM manufacturers and full line woodworking distributors.

Management has limited its review of
the channels to net sales to external customers and operating profit before administrative
costs as shown below. In accordance with SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information, only those measures prepared on an ongoing
basis and reviewed by the chief operating decision maker are disclosed.

The accounting policies of the
business segments are the same as those described in the summary of significant accounting
policies in the 2004 Annual Report on Form 10-K.

9

---



|For the Three Months Ended: | OfficeProductsOEM | OfficeProductsDealer | Consumer | Distributionand Other | Manufacturing | Corporateand Other | ConsolidatedTotal
|--------------------------- | ----------------- | -------------------- | -------- | --------------------- | ------------- | ------------------ | -----------------
|                            |                   |                     
|Oct. 2, 2004:               |                   |                      |          |                       |               |                    |                  
|Net sales to external       |                  
|customers                   |                   | $10,202,142          |          | $2,429,815            |               | $7,495,984         |                  
|Operating profit (loss)     |                  
|before administrative       |                  
|costs, other expenses and   |                  
|income taxes                |                   | $ 562,466            |          | $390,239              |               | $(347,318          | )                
|Administrative costs,       |                  
|other expenses              |                   | -                    |          | -                     |               | -                  |                  
|Income tax expense          |                   | -                    |          | -                     |               | -                  |                  
|Net income (loss)           |                   | $ 562,466            |          | $390,239              |               | $(347,318          | )                
|                           
|Sept. 27, 2003:             |                  
|Net sales to external       |                  
|customers                   |                   | $9,395,753           |          | $2,482,675            |               | $8,225,567         |                  
|Operating profit (loss)     |                  
|before administrative       |                  
|costs, other expenses and   |                  
|income taxes                |                   | $(886,867            | )        | $252,418              |               | $ 36,611           |                  
|Administrative costs,       |                  
|other expenses              |                   | -                    |          | -                     |               | -                  |                  
|Income tax expense          |                   | -                    |          | -                     |               | -                  |                  
|Net income (loss)           |                   | $(886,867            | )        | $252,418              |               | $ 36,611           |                  

# Note 10  Legal
Contingencies

Two pending legal matters are
described in Note 10  Legal Contingencies in the 2004 Annual Report on Form 10-K.
There have been no recent material developments in these matters.

The Company is also subject to other
legal proceedings and claims, which arise in the ordinary course of business.

10

---



# 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, may, and similar expressions identify forward-looking
statements. Forward-looking statements include, but are not limited to, statements
concerning future revenue, net income growth, cash flows and capital expenditures. Such
statements are subject to certain risks and uncertainties, which could 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 these forward-looking
statements that speak only as of the date of this report.

# RESULTS OF OPERATIONS

# Net Sales

Net sales for the first quarter of
fiscal 2005 were $38.4 million compared to $36.0 million for the same period in the prior
year. In total, the Company had new product sales of $6.1 million in the first quarter of
fiscal 2005 compared to $5.5 million in the first quarter of fiscal 2004. The Company
consistently defines new product sales as those products sold within a three-year period
from the date of introduction.

The Distribution and Other segment
net sales of $18.3 million grew by 14.8% during the first quarter of fiscal 2005 resulting
primarily from the addition of several new products. These include a line of wood storage
products, several upscale wood and wire kitchen storage accessories, and the expanded line
of precision ball bearing drawer slides, including the Precision Built family of
slides. The Company continues to invest in both new products for this key channel as well
as value added services, such as its vendor managed inventory capabilities.

The Consumer segment net sales
declined by 8.8% to $7.5 million when compared to the same period in the prior year. Last
year, the Company launched a number of new products to several key customers during the
first quarter and filled the initial stocking orders during this same period resulting in
higher than normal sales. This segment continues to introduce new products to its
customers including an upscale line of glass shelving, a line of garage organization
products and an expanded offering of the Shelf Made instant shelves.

The Office Products Original
Equipment Manufacturer (OEM) segment recorded increased net sales for the
first quarter of fiscal 2005 of $10.2 million, an increase of 8.6%, when compared to the
prior year. The Business and Institutional Furniture Manufacturers Association
(BIFMA) results for the months of July and August 2004, reported increased shipments of
4.3% compared to the same period in the prior year. The Companys ability to provide
customer specific versions of KVs precision ball bearing drawer slides has been the
primary reason for its ability to outperform the overall market in this channel.

The Office Products Dealer segment
net sales remained relatively stable at $2.4 million compared to the first quarter of the
prior year. The Company expects to see growth in this market as the new products are fully
introduced into the marketplace. These products include the ProLiftix line of height
adjustable tables, the Polaris lever free adjustable keyboard system and the
Proxi line of office organization tools.

# Gross Profit

Gross profit, as a percentage of net
sales, was 17.7% for the first quarter of fiscal 2005 compared to 19.6% for the same
period in the prior year. The gross profit was negatively impacted by the increased cost
of steel. Since the beginning of the calendar year, the average price of steel has
increased over 70%. The increased steel costs resulted in the Company paying approximately
$2.5 million more for raw steel during the quarter than it would have if steel prices had
remained as they were at the beginning of the calendar year. During the first quarter of
fiscal 2005, the Company was able to pass through approximately 70% of the increase to its
customers. While it is difficult to predict whether the cost of steel will continue to
escalate, it does appear that the cost of steel may stabilize for the last three months of
calendar 2004.

11

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

During the first quarter of fiscal
2005, the Office Products OEM segment showed their cost for Asian slides at the Asian cost
regardless of whether or not the slides were produced domestically. This resulted in
improved profitability for this segment of the business and correspondingly reduced the
profitability of the Manufacturing segment.

# Operating Expenses

Selling and administrative expenses,
as a percentage of net sales, were 15.2% for the first quarter of fiscal 2005 compared to
16.1% for the same period in the prior year. The decrease in selling and administrative
expense, as a percentage of sales, reflects the fact that the Company has been successful
in its ability to leverage the fixed portion of its selling and administrative expenses
while sales have grown. Ongoing investments are being made in those products and markets
where it believes that such investments will generate future growth.

# Interest and Other
Expenses, net

Interest expense was $394,586 for the
quarter ended October 2, 2004, compared to $389,931 for the same period in the prior year.
The slight change reflects the increased cost of borrowings at the prime rate.

Other income was $87,428 for the
first quarter of fiscal 2005 compared to other expense of $2,998 for the same quarter in
the prior year. The other income in the first quarter of fiscal 2005 reflects a settlement
payment received in connection with one of the Companys patents. The other expense
shown in the prior year resulted from exchange rate losses recorded on certain Canadian
sales.

# Income Taxes

The effective tax rate was 41.0% for
the first quarter of fiscal 2005 compared to an effective rate of 23.1% in the prior year.
The current year rate is slightly higher than the normal effective tax rate due to
valuation allowances recorded for state taxes at the domestic subsidiary. The effective
tax rate was lower in the prior year due to the reversal of certain valuation allowances
at the Canadian subsidiary that were no longer deemed necessary.

# Net Income

Net income for the first quarter of
fiscal 2005 was $390,511 or $0.09 per diluted share compared to $669,875, or $0.15 per
diluted share for the same quarter of last year. The decline in net income reflects the
negative impact of the higher steel costs along with a higher effective tax rate.

# Liquidity and Capital
Resources

Net cash used for operating
activities for the first three months of fiscal 2005 was $44,547 compared to $45,961 for
the first three months of fiscal 2004. The Company paid a number of significant accruals
in the first quarter of fiscal 2005 including federal income taxes, the profit sharing
contribution and the various incentive plan bonuses. This cash outflow was partially
offset by a reduction in accounts receivable due to the Company more closely managing its
credit terms.

Cash used for investing activities
was $718,303 for the first three months of fiscal 2005, compared to $457,452 used in the
same period in the prior year. Capital expenditures totaled $716,514 for the three months
ended October 2, 2004, compared to $440,487 for the first three months of the prior year.
The capital expenditures for the first three months of fiscal 2005 represented investments
in tooling for new products, a new showroom in Chicago and equipment for Asian production.

12

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# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

There were capital expenditure
commitments of approximately $1.1 million for tooling, the Chicago showroom and the Asian
production equipment at October 2, 2004. Capital expenditures for the fiscal year are
anticipated to be approximately $4.0 million.

Cash provided by financing activities
was $256,764 for the first three months of fiscal 2005 compared to $473,746 for the same
period in the prior year. The Company borrowed less on the revolving line of credit during
the first quarter of fiscal 2005.

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.

# Legal Proceedings

Two pending legal matters are
described in Note 10  Legal Contingencies in the 2004 Annual Report on Form 10-K.
There have been no recent material developments in these matters.

The Company is also subject to other
legal proceedings and claims, which arise in the ordinary course of business

# New Accounting Standards

In May 2004, the Financial Accounting
Standards Board (FASB) issued FASB Staff Position (FSP) FAS 106-2,
Accounting and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. FSP FAS 106-2 supercedes FSP FAS 106-1,
Accounting and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003, and provides guidance on the accounting,
disclosure, effective date and transition rules related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. FSP FAS 106-2 was adopted during the first
quarter and had no impact on the financial statements.

# Critical Accounting
Policies

This discussion and analysis of the
Companys financial condition and results of its operations is based upon its
consolidated financial statements. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts. On an
ongoing basis, management evaluates the estimates, including those related to bad debts,
inventories, long-lived assets, income taxes, self-insurance reserves, retirement benefits
and contingencies and litigation. Management bases the estimates on historical experience
and on various other assumptions and factors that they believe to be reasonable under the
circumstances. Based on managements ongoing review, adjustments are made that are
considered appropriate under the facts and circumstances. The accompanying condensed
consolidated financial statements are prepared using the same critical accounting policies
discussed in the 2004 Annual Report on Form 10-K.

13

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market
risks, which include changes in the Canadian dollar 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. The derivative was recognized
as a liability on the balance sheet at its fair value of $1,247,752 at October 2, 2004 and
$1,391,133 at July 3, 2004.

The following table provides
information on the Companys fixed maturity investments as of October 2, 2004 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                              |        | $25,472,771  
|First $20,000,000 at an interest rate  |       
|of 1.80% (3 month LIBOR)               |       
|plus weighted average                  |       
|credit spread of .75%;                 |       
|Next $5,000,000 at an interest rate of |       
|1.84% (1 month LIBOR)                  |       
|plus weighted average                  |       
|credit spread of .75%;                 |       
|Amounts in excess of $25,000,000       |       
|at the prime rate, currently 4.75%     |       
|                                       |        |              
|Interest Rate Swap                     |       
|Notional amount                        |        | $20,000,000  
|Pay/Receive variable                   |       
|at 3 month LIBOR - 1.79%               |       
|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.

14

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# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES CONTROLS AND PROCEDURES

Item 4. Controls and
Procedures

(a) Evaluation of Disclosure
Controls and Procedures

| |  |  | The Companys
Chief Executive Officer and the Vice President of Finance, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15(d)-15(e)) as of the end of the period covered by this
Form 10-Q Quarterly Report have concluded that the Companys disclosure controls and
procedures were adequate and effective to ensure that material information relating to
the Company would be made known to them by others within the Company, particularly during
the period in which this Form 10-Q Quarterly Report was being prepared.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Changes in Internal Controls

| |  |  | During the
period covered by this report, there have been no changes in the Company's
         internal control over financial reporting that have materially affected or are
reasonably likely to materially affect the Companys internal control over financial
reporting.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15

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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
| |  | --- |  | --------

| |  |  | 3.1 | Bylaws of Knape & Vogt Manufacturing Company as amended and restated October 15, 2004
| |  |  | --- | -------------------------------------------------------------------------------------

| |  |  | 31.1 | Certificate of the Chairman and Chief Executive Officer of Knape & Vogt
Manufacturing                                           Company  pursuant  to 15 U.S.C.
 Section  7241,  as adopted  pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.
| |  |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 31.2 |  | Certificate
of the Vice President of Finance of Knape & Vogt Manufacturing
                                          Company  pursuant  to 15 U.S.C.  Section  7241,
 as adopted  pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.
| |  |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 32.1 |  | Certificate
of the Chief Executive Officer of Knape & Vogt Manufacturing Company pursuant  to 18
U.S.C.  Section  1350,  as adopted  pursuant  to Section  906 of the
                  Sarbanes-                                Oxley Act of 2002.
| |  |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 32.2 |  | Certificate
of the Vice President of Finance of Knape & Vogt Manufacturing Company
                               pursuant  to 18 U.S.C.  Section  1350,  as adopted
 pursuant  to Section  906 of the                   Sarbanes-
                               Oxley Act of 2002.
| |  |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

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| | (b) |  | Reports
on Form 8-K
| | --- |  | -------------------

| |  |  | Knape & Vogt
furnished the following Form 8-K during the quarter ended October 2, 2004.
| |  |  | ---------------------------------------------------------------------------------------

|                              |  |                                                                                                                                                                                                                  
|----------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date of ReportAugust 12, 2004 |  | Filing DateAugust 12, 2004 August 12, 2004 Under Item 9, this Form 8-K included a press release that
reported Knape & Vogts financial results for the fiscal quarter and fiscal year
that ended on July 3, 2004.

17

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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.

|                       | 
|---------------------- | 
|                       | 
|                       | 
|                       | 
|Date: October 18, 2004 | 
|                       | 
|                       | 
|                       | 
|Date: October 18, 2004 | 
|                       | 
|                       | 

18

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EXHIBIT INDEX

|Exhibit | Description
|------- | -----------

|3.1 | Bylaws of Knape & Vogt Manufacturing Company as amended and restated October 15, 2004
|--- | -------------------------------------------------------------------------------------

|31.1 | Certificate of the Chairman and Chief Executive Officer of Knape & Vogt
Manufacturing Company pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.2 | Certificate of the Vice President of Finance of Knape & Vogt Manufacturing
 Company pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certificate of the Chief Executive Officer of Knape & Vogt Manufacturing
Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | Certificate of the Vice President of Finance of Knape & Vogt Manufacturing
Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

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EXHIBIT 3.1

ADOPTED: OCTOBER 15, 2004

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.

---



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-

---



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 IIISHAREHOLDERS

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   Friday of
the third full week of October of 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  is not held on the date  specified,  the Board of  Directors  shall  cause the
 meeting to be held as soon thereafter as convenient.

-3-

---



3.3
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-

---



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-

---



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.

-6-

---



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-

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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 VOFFICERS

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-

---



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-

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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-

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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-

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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
October 15, 2004.

| | /s/ Robert J. Knape

Robert J. Knape, Secretary
| | ------------------------------------------------------------------

---



# EXHIBIT 31.1

I, William R. Dutmers, certify that:

|1. |  | I have reviewed this quarterly report on Form 10-Q of Knape & Vogt
                    Manufacturing Company;
|-- |  | -------------------------------------------------------------------------------------------------------------

|2. |  | Based on my knowledge, this report does not contain any untrue statement of a
                    material fact or omit to state a material fact necessary to make the statements
                    made, in light of the circumstances under which such statements were made, not
                    misleading with respect to the period covered by this report;
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based on my knowledge, the financial statements, and other financial information
                    included in this quarterly report, fairly present in all material respects the
                    financial condition, results of operations and cash flows of the registrant as
                    of, and for, the periods presented in this report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The registrants other certifying officers and I are responsible for
                    establishing and maintaining disclosure controls and procedures (as defined in
                    Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | disclosed in this report any change in the registrants internal control
          over financial reporting that occurred during the registrants most recent
          fiscal quarter (the registrants fourth fiscal quarter in the case of an
          annual report) that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The registrants other certifying officers and I have disclosed, based on
                    our most recent evaluation of internal control over financial reporting, to the
                    registrants auditors and the audit committee of the registrants
                    board of directors (or persons performing the equivalent functions):
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | all significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize and
          report financial information; and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 
|----------------------- | 
|Dated: October 18, 2004 | 

---



# EXHIBIT 31.2

I, Leslie J. Cummings, certify that:

|1. |  | I have reviewed this quarterly report on Form 10-Q of Knape & Vogt
                    Manufacturing Company;
|-- |  | -------------------------------------------------------------------------------------------------------------

|2. |  | Based on my knowledge, this report does not contain any untrue statement of a
                    material fact or omit to state a material fact necessary to make the statements
                    made, in light of the circumstances under which such statements were made, not
                    misleading with respect to the period covered by this report;
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based on my knowledge, the financial statements, and other financial information
                    included in this quarterly report, fairly present in all material respects the
                    financial condition, results of operations and cash flows of the registrant as
                    of, and for, the periods presented in this report;
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The registrants other certifying officers and I are responsible for
                    establishing and maintaining disclosure controls and procedures (as defined in
                    Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, to ensure that
          material information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | disclosed in this report any change in the registrants internal control
          over financial reporting that occurred during the registrants most recent
          fiscal quarter (the registrants fourth fiscal quarter in the case of an
          annual report) that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The registrants other certifying officers and I have disclosed, based on
                    our most recent evaluation of internal control over financial reporting, to the
                    registrants auditors and the audit committee of the registrants
                    board of directors (or persons performing the equivalent functions):
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | all significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize and
          report financial information; and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 
|----------------------- | 
|Dated: October 18, 2004 | 

---



# EXHIBIT 32.1

I, William R. Dutmers, Chairman of
the Board and Chief Executive Officer of Knape & Vogt Manufacturing Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

|(1) |  | the Quarterly Report on Form 10-Q for the three months ended October 2, 2004
               which this statement accompanies fully complies with the requirements of Section
               13(a) or 15(d) of the Securities Act of 1934, and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | the information contained in the Quarterly Report on Form 10-Q for the three
               months ended October 2, 2004 fairly presents, in all material respects, the
               financial condition and results of operations of Knape & Vogt Manufacturing
               Company.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 
|----------------------- | 
|Dated: October 18, 2004 | 

---



# EXHIBIT 32.2

I, Leslie J. Cummings, Vice
President of Finance and Treasurer of Knape & Vogt Manufacturing Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

|(3) |  | the Quarterly Report on Form 10-Q for the three months ended October 2, 2004
               which this statement accompanies fully complies with the requirements of Section
               13(a) or 15(d) of the Securities Act of 1934, and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | the information contained in the Quarterly Report on Form 10-Q for the three
               months ended October 2, 2004 fairly presents, in all material respects, the
               financial condition and results of operations of Knape & Vogt Manufacturing
               Company.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 
|----------------------- | 
|Dated: October 18, 2004 |