SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 29, 2003

OR

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


For the Transition Period From ____________________To ____________________

Commission File Number 0-1859KNAPE & VOGT MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)

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

(616) 459-3311
(Telephone Number)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES X   
NO

|2,292,547 | common shares were outstanding as of April 25, 2003        
|--------- | -----------------------------------------------------------
|2,223,088 | Class B common shares were outstanding as of April 25, 2003

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

# INDEX

| |  | Page No.
| |  | --------

|PART I                                                                                                                                                                                   | FINANCIAL INFORMATION
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------
|                                                                                                                                                                                         | Item 1.              
|                                                                                                                                                                                         |                      
|                                                                                                                                                                                         | Item 2.              
|                                                                                                                                                                                         | Item 3.              
|                                                                                                                                                                                         | Item 4.              
|PART II                                                                                                                                                                                  | OTHER INFORMATION    
|                                                                                                                                                                                         | Item 1.              
|                                                                                                                                                                                         | Item 6.              
|SIGNATURES ............................................................................................................................................................................. | 16                   
|SECTION 302 CERTIFICATIONS ..........................................................................................................................................                    | 17-18                

1

---

# KNAPE & VOGT MANUFACTURING
COMPANY AND SUBSIDIARIES

# PART I. FINANCIAL
INFORMATION

# CONDENSED CONSOLIDATED
BALANCE SHEETS

`(Unaudited)
                                                                               March 29, 2003        June 29, 2002
                                                                          --------------------    -----------------
Assets

Current assets
     Cash                                                                 $         4,880,330     $      5,430,543
     Accounts receivable - net                                                     17,247,281           17,025,929
     Inventories                                                                   16,530,205           13,162,145
     Prepaid expenses                                                               1,654,971            1,530,967
                                                                          --------------------    -----------------
Total current assets                                                               40,312,787           37,149,584
                                                                          --------------------    -----------------

Property, plant and equipment                                                      82,515,592           80,739,965
Less accumulated depreciation                                                      48,086,462           43,479,535
                                                                          --------------------    -----------------
Net property, plant and equipment                                                  34,429,130           37,260,430
                                                                          --------------------    -----------------

Goodwill                                                                            4,772,837            4,772,837
Prepaid pension cost                                                                8,376,717            8,416,900
Other assets                                                                          298,345              291,667
                                                                          --------------------    -----------------

                                                                          $        88,189,816     $     87,891,418
                                                                          ====================    =================



Liabilities and Stockholders' Equity

Current liabilities
     Accounts payable                                                     $        11,640,464     $      9,849,513                                                                                                           $
     Other accrued liabilities                                                      9,090,323           10,114,260
                                                                          --------------------    -----------------
Total current liabilities                                                          20,730,787           19,963,773

Long-term debt and capital leases                                                  20,055,672           20,000,000
Deferred income taxes and other long-term liabilities                              12,363,850           11,714,426
                                                                          --------------------    -----------------
Total liabilities                                                                  53,150,309           51,678,199
                                                                          --------------------    -----------------

Stockholders' Equity
Common stock (Common - 2,292,547 and 2,272,754 shares issued,
       Class B common - 2,223,088 and 2,244,398 shares issued,
       Preferred - unissued)                                                        9,031,270            9,034,304
Additional paid-in capital                                                          7,538,684            7,550,062
Unearned stock grant                                                                  (94,500)             (94,500)
Accumulated other comprehensive income (loss):
       Foreign currency translation adjustment                                          4,065              (85,799)
       Derivative adjustment                                                       (1,596,011)          (1,041,158)
       Minimum supplemental executive retirement plan
          liability adjustment                                                     (1,028,321)          (1,027,503)
Retained earnings                                                                  21,184,320           21,877,813
                                                                          --------------------    -----------------
Total stockholders' equity                                                         35,039,507           36,213,219
                                                                          --------------------    -----------------

                                                                          $        88,189,816     $     87,891,418                                                                                                           $
                                                                          ====================    =================`

See accompanying notes.

2

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENTS OF INCOME(Unaudited)

`For the Nine Months Ended                 For the Three Months Ended
                                                          -------------------------                 --------------------------

                                                    Mar. 29, 2003         Mar. 30, 2002        Mar. 29, 2003         Mar. 30, 2002
                                                   ---------------       ---------------      ---------------       ---------------

Net sales                                           $   93,309,198        $   97,385,831       $   32,091,118        $   33,142,872

Cost of sales                                           72,928,291            75,602,349           25,344,795            25,454,736
                                                    ---------------       ---------------      ---------------       ---------------

Gross profit                                            20,380,907            21,783,482            6,746,323             7,688,136

Selling and administrative expenses                     17,495,632            16,827,493            6,423,741             5,973,860

Severance                                                  271,325                     -                    -                     -
                                                    ---------------       ---------------      ---------------       ---------------

Operating income                                         2,613,950             4,955,989              322,582             1,714,276

Other expenses                                             954,870             1,123,234              318,193               415,649
                                                    ---------------       ---------------      ---------------       ---------------

Income before income taxes                               1,659,080             3,832,755                4,389             1,298,627

Income taxes                                               217,000             1,338,000            (391,000)               454,000
                                                    ---------------       ---------------      ---------------       ---------------

Net income                                          $    1,442,080        $    2,494,755       $      395,389        $      844,627
                                                    ===============       ===============      ===============       ===============

Basic and diluted earnings per share:               $         0.32        $         0.54       $         0.09        $         0.19
                                                    ===============       ===============      ===============       ===============

Weighted average shares outstanding                      4,517,063             4,585,506            4,516,244             4,542,635

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

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

See accompanying notes.

3

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY(Unaudited)

`Accumulated
                                                        Additional      Unearned             other
                                            Common         paid-in         stock     comprehensive       Retained
                                             stock         capital         grant              loss       earnings           Total
----------------------------------------------------------------------------------------------------------------------------------

Balance, June 29, 2002                 $ 9,034,304   $   7,550,062   $   (94,500)  $    (2,154,460) $  21,877,813 $    36,213,219

Comprehensive income (loss)
  Net income                                     -               -             -                 -      1,442,080       1,442,080
  Foreign currency translation adjustment        -               -             -            89,864              -               -
  Minimum SERP liability adjustment              -               -             -              (818)             -               -
  Loss on derivative instrument                  -               -             -          (554,853)             -               -
                                                                                     --------------
  Other comprehensive loss                       -               -             -          (465,807)             -        (465,807)
                                                                                                                    --------------
Comprehensive income                                                                                                      976,273
                                                                                                                    --------------

Cash dividends                                   -               -             -                 -     (2,135,573)     (2,135,573)
Repurchase of common stock                  (4,560)        (19,389)            -                 -              -         (23,949)
Restricted stock forfeited                    (100)           (601)            -                 -              -            (701)
Restricted stock issued                      1,626           8,612             -                 -              -          10,238
------------------------------------------------------------------------------------------------------------------------------------

Balance, March 29, 2003                $ 9,031,270   $   7,538,684   $   (94,500)  $    (2,620,267) $  21,184,320 $    35,039,507
------------------------------------------------------------------------------------------------------------------------------------`

See accompanying notes.

4

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS(Unaudited)

`Nine Months Ended
                                                                              -----------------

                                                                     Mar. 29, 2003           Mar. 30, 2002
                                                                 ------------------      ------------------
Operating Activities:
     Net income                                                 $        1,442,080       $       2,494,755                                                                                                         $
     Non-cash items:
         Depreciation and amortization                                   5,016,707               5,598,428
         Deferred income taxes                                              47,000                (560,000)
         Other long-term liabilities                                        85,632                  70,232
         Severance                                                         103,769                       -
         Loss on disposal of fixed assets                                  103,720                 248,498
         Changes in operating assets and liabilities:
                  Accounts receivable                                     (159,105)              1,838,395
                  Inventories                                           (3,368,060)                309,807
                  Other current assets                                    (123,668)                264,055
                  Accounts payable and accrued expenses                    939,256               1,101,683
                                                                -------------------      ------------------
     Net cash provided by operating activities                           4,087,331              11,365,853
                                                                -------------------      ------------------

Investing Activities:
     Additions to property, plant and equipment                         (2,763,875)             (3,236,926)
     Proceeds from sales of property, plant and equipment                  243,527               1,487,201
     Other                                                                 (33,123)                (60,980)
                                                                -------------------      ------------------
     Net cash used for investing activities                             (2,553,471)             (1,810,705)
                                                                -------------------      ------------------

Financing Activities:
     Dividends paid                                                     (2,135,573)             (2,164,895)
     Repurchase and retirement of common stock                             (23,949)               (928,924)
     Borrowings on long-term debt                                                -              25,740,000
     Payments on long-term debt and capital leases                          (3,013)            (29,490,000)
                                                                -------------------      ------------------
     Net cash used for financing activities                             (2,162,535)             (6,843,819)
                                                                -------------------      ------------------

Effect of Exchange Rate Changes on Cash                                     78,462                 (96,999)
                                                                -------------------      ------------------

Net Increase/ (Decrease) in Cash and Equivalents                          (550,213)              2,614,330

Cash and equivalents, beginning of year                                  5,430,543               2,113,940
                                                                -------------------      ------------------

Cash and equivalents, end of period                             $        4,880,330       $       4,728,270                                                                                                         $
                                                                ===================      ==================

Cash Paid During the Period - interest                          $        1,080,612       $       1,137,152                                                                                                         $
                            - income taxes                      $          200,000       $       1,990,000                                                                                                         $`

See accompanying notes.

5

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

# Note 1  Summary of
Significant Accounting Policies

The accompanying unaudited condensed
consolidated financial statements and related notes have been prepared reflecting all
adjustments, which are, in the opinion of management, necessary for a fair presentation of
the statements of financial position, results of operations and cash flows and consist of
only normal recurring adjustments. Interim results are not necessarily indicative of the
results for the year-end and are subject to year-end adjustments, and audit by independent
public accountants. The condensed consolidated financial statements and notes should be
read in conjunction with the Companys 2002 annual report.

The Company utilizes a 52- or 53-week
fiscal year, which ends on the Saturday nearest the end of June. The fiscal years ending
June 29, 2002 and June 28, 2003 each contain 52 weeks. Both nine-month periods contained
39 weeks and ended on March 29, 2003 and March 30, 2002.

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

# Note 2  New
Accounting Standards

In June 2001, the Financial
Accounting Standards Board (FASB) issued SFAS No. 142, Goodwill and Other Intangible
Assets, effective for the Company in fiscal 2003. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized but will be
subject to impairment tests at least annually in accordance with SFAS 142. Other
intangible assets will continue to be amortized over their contractual lives.

The Company adopted SFAS No. 142 in
the first quarter of fiscal 2003. Application of the nonamortization provisions of SFAS
No. 142 resulted in an increase in net earnings of approximately $237,000 ($0.05 per
diluted share) per year. The Company performed the required impairment tests of goodwill
as of the first day of fiscal 2003 and determined that the recorded goodwill was not
impaired.

In July 2002, the FASB issued SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities.
SFAS 146 requires that costs associated with exit or disposal activities be recognized
when they are incurred rather than at the date of a commitment to an exit or disposal
plan. Costs covered by this standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued operation, plant
closing or other exit or disposal activity. SFAS 146 is to be applied prospectively to
exit or disposal activities initiated after December 31, 2002 and is not expected to have
a material impact on the results of operations or financial position.

In November 2002, the FASB issued
FASB Interpretation No. 45, Guarantors Accounting And Disclosure Requirements For
Guarantees, Including Indirect Guarantees Of Indebtedness Of Others (FIN 45). FIN 45
clarifies the requirements for a guarantors accounting for and disclosure of certain
guarantees issued and outstanding. The initial recognition and initial measurement
provisions of FIN 45 are applicable to guarantees issued or modified after December 31,
2002. The disclosure requirements of FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002.

In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure,which amends SFAS No. 123, Accounting For Stock-Based Compensation. SFAS No.
148 provides alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In addition, SFAS No.
148 amends the disclosure requirement of SFAS No. 123 to require more prominent and more
frequent disclosures in financial statements of the effects of stock-based compensation.
The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for
fiscal years ending after December 15, 2002. The interim disclosure provisions are
effective for financial reports containing condensed financial statements for interim
periods beginning after December 15, 2002. The Company has elected to continue to apply
Accounting Principles Board (APB) Opinion No. 25 and related interpretations in accounting
for its stock option plans, as permitted under SFAS No. 123 and SFAS No. 148. Accordingly,
no compensation cost has been recognized for its stock option plans.

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 was recognized as a liability on the balance
sheet at its fair value of $2,455,011 at March 29, 2003 and $1,602,158 at June 29, 2002.

# 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 table reconciles the
numerators and denominators used in the calculations of basic and diluted earnings per
share (EPS) for each of the periods presented:

`For the nine months ended                    For the three months ended
                                                    -------------------------                    --------------------------
                                               Mar. 29, 2003        Mar. 30, 2002           Mar. 29, 2003           Mar. 30, 2002
                                            -----------------    -----------------    --------------------    --------------------
Numerators:
  Numerator for both basic and
  diluted EPS, net income                         $1,442,080           $2,494,755                $395,389                $844,627
                                            =================    =================    ====================    ====================
Denominators:
  Denominator for both basic and
  diluted EPS,weighted-average
  common shares outstanding                        4,517,063            4,585,506               4,516,244               4,542,635
                                            =================    =================    ====================    ====================`

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

`Mar. 29, 2003                 Mar. 30, 2002
                                            ---------------------         --------------------
Exercise Price
  $13.64                                                   7,150                       19,832
  $14.09                                                   8,800                       20,075
  $16.74                                                   7,265                       10,291
  $18.18                                                   6,600                        9,350
  $18.41                                                 130,240                            -
  $26.54                                                  61,413                       61,413`

# Note 5  Inventories

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

`Mar. 29, 2003             June 29, 2002
                                                 -------------             -------------

Finished products                               $   11,455,217            $    8,767,282
Work in process                                      1,894,981                 1,728,418
Raw materials                                        3,180,007                 2,666,445
                                                --------------            --------------

Total                                           $   16,530,205            $   13,162,145
                                                ==============            ==============`

7

---

# Note 6  Warranty
Disclosure

The Company estimates the amount of
warranty claims on sold product that may be incurred based on current and historical data.
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:

`Accrued warranty costs at June 29, 2002 ......                            $           234,615
        Payments made for warranty costs ............                                       (115,293)
        Accrual for product warranty ................                                        149,048
                                                                                 -------------------

        Accrued warranty costs at March 29, 2003 ....                            $           268 370
                                                                                 ===================`

# Note 7 Income Taxes

During the third quarter of fiscal
2003, the Company amended its income tax returns previously filed for fiscal years 1997
and 1999. A change in the federal tax law allowed the Company to utilize a portion of its
capital loss from fiscal 1999 that had been previously disallowed. As a result of this
change, the Company recognized an income tax benefit of $407,000 in the quarter ended
March 29, 2003.

# Note 8 
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 Nine Months Ended               For the Three Months Ended
                                                    -------------------------               --------------------------
                                               Mar. 29, 2003         Mar. 30, 2002      Mar. 29, 2003         Mar. 30, 2002
                                              -----------------    ----------------    -----------------    ----------------
Net income                                          $1,442,080          $2,494,755             $395,389           $ 844,627
Other comprehensive income:
  Foreign currency translation adjustment               89,864           (121,304)              173,491             (9,375)
  Gain (loss) on derivative instrument               (554,853)           (283,370)               43,411             160,955
  Minimum SERP liability adjustment                      (818)               1,337              (1,731)                 100
                                              -----------------    ----------------    -----------------    ----------------

Comprehensive income                                 $ 976,273          $2,091,418             $610,560            $996,307
                                              =================    ================    =================    ================`

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

`For the Nine Months Ended               For the Three Months Ended
                                                    -------------------------               --------------------------
                                       Mar. 29  2003            Mar. 30  2002            Mar. 29  2003            Mar. 30  2002
                                 -----------------------------------------------------------------------------------------------------
                                    Pre-Tax     After-Tax     Pre-Tax     After-Tax    Pre-Tax    After-Tax     Pre-Tax    After-Tax
                                 -----------------------------------------------------------------------------------------------------
Change in fair value of
interest rate swap                  $(162,510)  $(105,632)      $61,495      $39,972    $309,077    $200,900     $459,728    $298,823
Settlement to interest expense       (690,343)   (449,221)    (497,417)    (323,342)   (242,666)   (157,489)    (212,104)   (137,868)

                                 -----------------------------------------------------------------------------------------------------
Other comprehensive income (loss)   $(852,853)  $(554,853)   $(435,922)   $(283,370)     $66,411     $43,411     $247,624    $160,955
                                 =====================================================================================================`

8

---

# Note 9  Segment
Information

The following table presents
information about the results of operations for each of the Companys reportable
segments for the nine months and three months ended March 29, 2003 and March 30, 2002,
respectively.

`Home and
                                                              Commercial        Corporate and      Consolidated
For the Nine Months Ended:              Office Products        Products             Other              Total
                                       ----------------------------------------------------------------------------
March 29, 2003:
  Net sales                                   $26,714,159        $66,595,039            $     -        $93,309,198
  Operating income (loss)                         728,903          9,542,104        (7,657,057)          2,613,950

March 30, 2002:
  Net sales                                    29,272,472         68,113,359                  -         97,385,831
  Operating income (loss)                     (1,083,792)          9,353,341        (3,313,560)          4,955,989


                                                               Home and
                                                              Commercial        Corporate and      Consolidated
For the Three Months Ended:             Office Products        Products             Other             Total
                                       ---------------------------------------------------------------------------
March 29, 2003:
  Net sales                                    $8,130,900        $23,960,218            $     -       $32,091,118
  Operating income (loss)                       (333,009)          3,022,416        (2,366,825)           322,582

March 30, 2002:
  Net sales                                     8,777,385         24,365,487                  -        33,142,872
  Operating income (loss)                       (737,001)          3,307,960          (856,683)         1,714,276`

# Note 10  Assets
Held for Sale

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

# Note 11  Legal
Contingencies

In September 1998 when the Company
sold The Hirsh Company, the purchaser assumed the lease for the facility located in
Skokie, Illinois. The Company guaranteed all of the lease obligations to the landlord
through the expiration of the lease in August 2000. During fiscal 2000, the purchaser
defaulted on the lease agreement. In May 2000, the landlord filed suit in the Cook County,
Illinois Circuit Court against the purchaser and the Company as the guarantor. The claim
was for unpaid rent, unpaid property taxes, building repairs and legal costs. On September
25, 2002, a settlement agreement was reached among the parties. During October 2002, the
Company made a cash-payment under the settlement to the plaintiff in the amount of
$300,000, which had been previously accrued on the balance sheet.

During the second quarter of fiscal
2003, the Company settled certain legal concerns involving potential royalty issues. As a
result, the Company reported a pre-tax gain of approximately $800,000 as an offset to
selling and administrative expenses in the statement of income.

9

---

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

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, and similar expressions identify forward-looking statements.
Forward-looking statements include, but are not limited to, statements concerning future
revenue and net income growth. Such statements are subject to certain risks and
uncertainties, which would cause actual results to differ materially from those expressed
or implied by such forward-looking statements. Readers are cautioned not to place undue
reliance on those forward-looking statements that speak only as of the date of this
report.

# RESULTS OF OPERATIONS

# Net Sales

Net sales for the third quarter of
fiscal 2003 were $32.1 million compared to $33.1 million for the same period in the prior
year. Net sales for the first nine months of fiscal 2003 were $93.3 million, compared to
$97.4 million in the prior year.

During the third quarter of fiscal
2003, the Home and Commercial division had net sales of $24.0 million compared to $24.4
million in the third quarter of fiscal 2002. Net sales for the first nine months of fiscal
2003 were $66.6 million compared to $68.1 million for the same period in the prior year.
During the first quarter of fiscal 2003, the Company launched a consignment inventory
program for certain customers within this division. The program has expanded during the
year and the consignment inventory balance at the end of the quarter was $2.9 million. The
Company has realized increased sales from those customers participating in this program.
In the retail channel, the Company has been successful in placing several of its new
products, including products from its kitchen and bath accessory line and its ergonomic
product line. The slight decline in sales for this division, both in the third quarter and
the first nine months, was primarily attributable to a decline in sales to the
Companys OEM kitchen and bath customers. Near the end of the third quarter, the
Company realigned its sales force to better target this market.

The Office Products division had net
sales of $8.1 million for the third quarter of fiscal 2003, compared to $8.8 million for
the same period in the prior year. Net sales for the first nine months of fiscal 2003 were
$26.7 million compared to $29.3 million for the same period in the prior year. The decline
resulted from lower sales to the divisions OEM office furniture customers. The
office furniture industry shipments, as a whole, have continued to decline as seen in the
Business and Institutional Furniture Manufacturers Association (BIFMA) results for
the months of January and February 2003, which showed a decline of approximately 8%. BIFMA
reported a decline in shipments and orders of approximately 11% for the eight months ended
February 2003. Despite the downturn in this market, the Company has been able to post
modest growth in sales to the office furniture dealer channel with sales of its
idea@WORK product line. The increased sales growth of this key product line
reflected a gain in market share, along with sales from new products, such as the
Mantis flat screen monitor arm, the Keynetix2 adjustable keyboard and the
Captor CPU holder.

In total, the Company had new product
sales of $8.1 million in the first nine months of fiscal 2003 compared to $5.3 million in
the same period in fiscal 2002.

# Gross Profit

Gross profit, as a percentage of net
sales, was 21.0% for the third quarter and 21.8% for the first nine months of fiscal 2003
compared to 23.2% and 22.4%, respectively, for the same periods in the prior year. The
lower sales volumes both in the third quarter and the first nine months of fiscal 2003
made it more difficult for the Company to fully leverage its fixed overhead costs,
however, the Company has been successful in maintaining its focus on lean manufacturing
and lowering its internal costs, along with identifying competitive alternative sourcing
options, when applicable. In addition, gross margins have benefited from a higher sales
mix of ergonomic and Real Solutions For Real Life products, which have a higher
profit margin, and higher sales into its more profitable market channels.

11

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

# Operating Expenses

Selling and administrative expenses,
as a percentage of net sales, were 20.0% for the third quarter and 18.8% for the first
nine months of fiscal 2003 compared to 18.0% and 17.3%, respectively, for the same periods
in the prior year. During the second quarter of fiscal 2003, the Company recognized a
pre-tax gain of $0.8 million due to the successful resolution of certain legal matters.
Excluding this gain, selling and administrative expenses would have been 19.6% for the
first nine months of fiscal 2003. The increase from the prior year was due in part to the
higher selling costs associated with the ergonomic product line combined with the
Companys advertising and marketing costs incurred to launch new products in both of
its divisions. The Company has also incurred costs to reintroduce its line of kitchen and
bath accessories under the Real Solutions For Real Life logo. Finally, the Company
has made significant investments in its selling efforts to the distribution channel in an
effort to aggressively grow sales in this key market.

During the first quarter of fiscal
2003, the Company recorded $271,325 pre-tax of severance costs, primarily related to the
resignation of two of its executive officers in August 2002.

# Other Expenses

Interest expense was $364,599 for the
quarter and $1,081,580 for the nine months ended March 29, 2003, compared to $379,077 and
$1,156,727, respectively, for the same periods in the prior year. The decrease in interest
expense was attributable to the lower level of borrowings during fiscal 2003.

Other miscellaneous income was
$46,406 for the third quarter and $126,710 for the first nine months of fiscal 2003,
compared to other expense of $36,572 in the third quarter of the prior year and other
income of $33,493 for the first nine months of fiscal 2002. The income represents royalty
payments made by a third party on certain precision drawer slide patents.

# Income Taxes

During the third quarter of fiscal
2003, the Company amended its income tax returns previously filed for fiscal years 1997
and 1999. A change in the federal tax law allowed the Company to utilize a portion of its
capital loss from fiscal 1999 that had been previously disallowed. As a result of this
change, the Company recognized an income tax benefit of $407,000 in the quarter ended
March 29, 2003.

Excluding the impact of the amended
returns, the effective tax rates for the quarter and the nine months ended March 29, 2003,
were approximately 37.6% compared with the rates of 35.0% and 34.9%, respectively, for the
same periods in the prior year. The higher rate reflects the impact of foreign tax rates
and certain increases in state income tax liabilities.

# Net Income

For the quarter ended March 29, 2003,
net income was $395,389, or $0.09 per diluted share compared to $844,627, or $0.19 per
diluted share for the third quarter of last year. Net income of $1,442,080, or $0.32 per
diluted share was recorded for the first nine months of fiscal 2003, compared to
$2,494,755, or $0.54 per diluted share in the prior year. The decrease in net income in
the third quarter and first nine months of fiscal 2003 was primarily attributable to the
lower sales volume and higher selling costs.

12

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

# Liquidity and Capital
Resources

Net cash from operating activities
for the first nine months of fiscal 2003 provided $4,087,331 as compared to $11,365,853
for the first nine months of fiscal 2002. The lower cash flow from operating activities
reflects lower earnings in the first nine months of fiscal 2003 compared to the same
period in fiscal 2002. In addition, higher inventory levels needed to support the launch
of the new products and the consignment inventory program, combined with the payment of
the legal settlements during the first nine months of fiscal 2003 reduced the cash
generated by operating activities.

Cash used for investing activities
was $2,553,471 for the first nine months of fiscal 2003, compared to $1,810,705 used in
the same period in the prior year. Capital expenditures totaled $2,763,875 for the nine
months ended March 29, 2003, compared to $3,236,926 for the nine months ended March 30,
2002. The fiscal 2003 capital expenditures represented investments in tooling for new
products, including the Hopper and certain precision drawer slides, along with
investment in our web-based customer service application. There were no significant
capital expenditure commitments at March 29, 2003. Capital expenditures for the fourth
quarter are anticipated to remain at approximately the same quarterly level incurred
during the first nine months of the fiscal year.

Cash used for financing activities
was $2,162,535 for the nine months ended March 29, 2003, compared with $6,843,819 for the
nine months ended March 30, 2002. During fiscal 2002, the Company paid down the revolving
line of credit by $3,750,000. The long-term debt balance has remained consistent at
$20,000,000, when compared to June 29, 2002.

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

13

---

# 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 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 $2,455,011 at March 29, 2003 and $1,602,158 at June
29, 2002.

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

The following table provides
information on the Companys fixed maturity investments as of March 29, 2003 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                                 $20,000,000                November 1, 2004
First $20,000,000 at an interest rate
  of 1.34% plus weighted average
  credit spread of .75%


Interest Rate Swap
------------------
Notional amount                             $20,000,000                June 1, 2006
  Pay fixed/Receive variable - 1.33875%
  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.

Item 4.    Controls and Procedures

| | (a)    Evaluations of Disclosure Controls and Procedures
| | --------------------------------------------------------
| |                                                         
| | (b)    Changes in Internal Controls                     
| |                                                         

14

---

# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

# PART II. OTHER
INFORMATION

Item 1.   Legal Proceedings

In
September 1998 when the Company sold The Hirsh Company, the purchaser assumed the lease
for the facility located in Skokie, Illinois. The Company guaranteed all of the lease
obligations to the landlord through the expiration of the lease in August 2000. During
fiscal 2000, the purchaser defaulted on the lease agreement. In May 2000, the landlord
filed suit in the Cook County, Illinois Circuit Court against the purchaser and the
Company as the guarantor. The claim was for unpaid rent, unpaid property taxes, building
repairs and legal costs. On September 25, 2002, a settlement agreement was reached among
the parties. During October 2002, the Company made a cash-payment under the settlement to
the plaintiff in the amount of $300,000, which had been previously accrued on the balance
sheet.

During
the second quarter of fiscal 2003, the Company settled certain legal concerns involving
potential royalty issues. As a result, the Company reported a pre-tax gain of
approximately $800,000 as an offset to selling and administrative expenses in the
statement of income.

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

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

Item 6.       Exhibits and Reports on Form 8-K

| | (a) | Exhibits
                  Exhibit 99.1 - Certification of William R. Dutmers, Chaiman of the Board and Chief Executive Officer,
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
                  Exhibit 99.2 - Certification of Leslie J. Cummings, Vice President of Finance and Treasurer,
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended March 29, 2003                                                                                                                                                                                                                                                                                                                                                                                                                                      

15

---

# SIGNATURES

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

|      |                |  | Knape & Vogt Manufacturing Company
                   (Registrant)                         
|----- | -------------- |  | -------------------------------------------------------------------------------------------
|Date: | April 28, 2003 |  | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and
Chief Executive Officer
|Date: | April 28, 2003 |  | /s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and
Treasurer          

16

---

# CERTIFICATION

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 quarterly 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 circumstances under which such statements were
               made, not misleading with respect to the period covered by this quarterly
               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 quarterly report;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The registrants other certifying officer and I are responsible for
               establishing and maintaining disclosure controls and procedures (as defined in
               Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a. |  | Designed such disclosure controls and procedures 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 quarterly report is being prepared;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b. |  | Evaluated the effectiveness of the registrants disclosure controls and
               procedures as of a date within 90 days prior to the filing date of this
               quarterly report (the Evaluation Date); and
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c. |  | Presented in this quarterly report our conclusions about the effectiveness of
               the disclosure controls and procedures based on our evaluation as of the
               Evaluation Date;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The registrants other certifying officer and I have disclosed, based on
               our most recent evaluation, to the registrants auditors and the Audit
               Committee of the registrants Board of Directors:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a. |  | All significant deficiencies in the design or operation of internal controls
               which could adversely affect the registrants ability to record, process,
               summarize and report financial data and have identified for the
               registrants auditors any material weaknesses in internal controls; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b. |  | Any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | The registrants other certifying officer and I have indicated in this
               quarterly report whether there were significant changes in internal controls or
               in other factors that could significantly affect internal controls subsequent to
               the date of our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: April 28, 2003 | /s/ William R. Dutmers

William R. Dutmers
Chairman of the Board and
Chief Executive Officer
|-------------------- | --------------------------------------------------------------------------------------------

17

---

# CERTIFICATION

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 quarterly 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 circumstances under which such statements were
               made, not misleading with respect to the period covered by this quarterly
               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 quarterly report;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The registrants other certifying officer and I are responsible for
               establishing and maintaining disclosure controls and procedures (as defined in
               Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a. |  | Designed such disclosure controls and procedures 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 quarterly report is being prepared;
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b. |  | Evaluated the effectiveness of the registrants disclosure controls and
               procedures as of a date within 90 days prior to the filing date of this
               quarterly report (the Evaluation Date); and
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c. |  | Presented in this quarterly report our conclusions about the effectiveness of
               the disclosure controls and procedures based on our evaluation as of the
               Evaluation Date;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The registrants other certifying officer and I have disclosed, based on
               our most recent evaluation, to the registrants auditors and the Audit
               Committee of the registrants Board of Directors:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|a. |  | All significant deficiencies in the design or operation of internal controls
               which could adversely affect the registrants ability to record, process,
               summarize and report financial data and have identified for the
               registrants auditors any material weaknesses in internal controls; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b. |  | Any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. |  | The registrants other certifying officer and I have indicated in this
               quarterly report whether there were significant changes in internal controls or
               in other factors that could significantly affect internal controls subsequent to
               the date of our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:   April 28, 2003 | /s/ Leslie J. Cummings

Leslie J. Cummings
Vice President of Finance and Treasurer
|---------------------- | ----------------------------------------------------------------------------------

18

---

EXHIBIT INDEX

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

|99.1 | Certificate of the Chairman of the Board and 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.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.2 | Certificate of the Vice President of Finance and Treasurer 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

---

EXHIBIT 99-1

| | 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 March 29, 2003
               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 March 29, 2003 fairly presents, in all material respects, the
               financial condition and results of operations of Knape & Vogt Manufacturing
               Company.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: April 28, 2003 | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and
Chief Executive Officer
|-------------------- | -------------------------------------------------------------------------------------------

20

---

EXHIBIT 99-2

| | 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:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | the Quarterly Report on Form 10-Q for the three months ended March 29, 2003
               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 March 29, 2003 fairly presents, in all material respects, the
               financial condition and results of operations of Knape & Vogt Manufacturing
               Company.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: April 28, 2003 | /s/ Leslie J. Cummings 
Leslie J. Cummings
Vice President of Finance and
Treasurer
|-------------------- | ----------------------------------------------------------------------------------

21