UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended December 27, 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 0-01859KNAPE & 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

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 January 16, 2004, Knape & Vogt Manufacturing Company had 2,325,379 shares of Common Stock outstanding and
2,190,970 shares of Class B Common Stock outstanding.



---



KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                                               INDEX

|                                                                            |  | Page No.
|--------------------------------------------------------------------------- |  | --------
|PART I.  FINANCIAL INFORMATION                                              |  |         
|                                                                           
|Item 1.  Financial Statements                                               | 
|                                                                           
|Condensed Consolidated Balance Sheets                                       | 
|--December 27, 2003 and June 28, 2003                                       |  | 2       
|                                                                           
|Condensed Consolidated Statements of Income                                 | 
|--Six Months and Three Months Ended December 27, 2003 and December 28, 2002 |  | 3       
|                                                                           
|Condensed Consolidated Statement of Stockholders' Equity                    | 
|--Six Months Ended December 27, 2003                                        |  | 4       
|                                                                           
|Condensed Consolidated Statements of Cash Flows                             | 
|--Six Months and Three Months Ended December 27, 2003 and December 28, 2002 |  | 5       
|                                                                           
|Notes to Condensed Consolidated Financial Statements                        |  | 6-      
|                                                                           
|Item 2.  Management's Discussion and Analysis of Financial                  | 
|Condition and Results of Operations                                         |  | 11      
|                                                                           
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk         |  | 15      
|                                                                           
|Item 4.  Controls and Procedures                                            |  | 16      
|                                                                           
|PART II. OTHER INFORMATION                                                  | 
|                                                                           
|Item 1.  Legal Proceedings                                                  |  | 17      
|                                                                           
|Item 4.  Submission of Matters to a Vote of Security Holders                |  | 17      
|                                                                           
|Item 6.  Exhibits and Reports on Form 8-K                                   |  | 17      
|                                                                           
|SIGNATURES                                                                  |  | 19      
|                                                                           
|EXHIBIT INDEX                                                               |  | 20      

1

---



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

|                                                                 |                          |  |   |               |   |   |            |   |  |  | 
|---------------------------------------------------------------- | ------------------------ |  | - | ------------- | - | - | ---------- | - |  |  | 
|                                                                 | (Unaudited)Dec. 27, 2003 |  |   | June 28, 2003 |  
|                                                                 |                          |  |   |              
|Assets                                                           |                          | 
|                                                                
|Current assets                                                   |                          | 
|Cash                                                             |                          |  | $ | 4,583,171     |   | $ | 3,846,611  |  
|Accounts receivable - net                                        |                          |  |   | 16,862,223    |   |   | 16,820,600 |  
|Inventories                                                      |                          |  |   | 21,218,846    |   |   | 18,979,056 |  
|Prepaid expenses and other current assets                        |                          |  |   | 1,507,187     |   |   | 731,751    |  
|                                                                 |                          |  |   |              
|Total current assets                                             |                          |  |   | 44,171,427    |   |   | 40,378,018 |  
|                                                                 |                          |  |   |              
|Property, plant and equipment                                    |                          |  |   | 83,712,883    |   |   | 83,660,365 |  
|Less accumulated depreciation                                    |                          |  |   | 52,505,983    |   |   | 49,671,256 |  
|                                                                 |                          |  |   |              
|Net property, plant and equipment                                |                          |  |   | 31,206,900    |   |   | 33,989,109 |  
|                                                                 |                          |  |   |              
|Goodwill                                                         |                          |  |   | 4,772,837     |   |   | 4,772,837  |  
|Prepaid pension cost                                             |                          |  |   | 12,299,906    |   |   | 12,503,491 |  
|Other assets                                                     |                          |  |   | 650,417       |   |   | 705,374    |  
|                                                                 |                          |  |   |              
|                                                                 |                          |  | $ | 93,101,487    |   | $ | 92,348,829 |  
|                                                                 |                          |  |   |              
|                                                                 |                          |  |  
|Liabilities and Stockholders Equity                             |                          | 
|Current liabilities                                              |                          | 
|Accounts payable                                                 |                          |  | $ | 11,266,032    |   | $ | 10,746,892 |  
|Other accrued liabilities                                        |                          |  |   | 9,402,480     |   |   | 9,173,857  |  
|                                                                 |                          |  |   |              
|Total current liabilities                                        |                          |  |   | 20,668,512    |   |   | 19,920,749 |  
|                                                                 |                          |  |  
|Long-term debt and capital leases                                |                          |  |   | 24,046,310    |   |   | 24,052,605 |  
|Deferred income taxes and other long-term liabilities            |                          |  |   | 13,399,120    |   |   | 13,613,613 |  
|                                                                 |                          |  |   |              
|Total liabilities                                                |                          |  |   | 58,113,942    |   |   | 57,586,967 |  
|                                                                 |                          |  |   |              
|Stockholders Equity                                             |                          | 
|Common stock (Common - 2,324,379 and 2,293,433 shares issued and |                          | 
|outstanding, Class B common - 2,191,970 and 2,222,202 shares     |                          | 
|issued and outstanding)                                          |                          |  |   | 9,032,698     |   |   | 9,031,270  |  
|Preferred stock-unissued                                         |                          |  |   | -             |   |   | -          |  
|Additional paid-in capital                                       |                          |  |   | 7,544,749     |   |   | 7,538,684  |  
|Unearned stock grant                                             |                          |  |   | (94,500       | ) |   | (94,500    | )
|Accumulated other comprehensive loss                             |                          |  |   | (2,444,214    | ) |   | (2,974,989 | )
|Retained earnings                                                |                          |  |   | 20,948,812    |   |   | 21,261,397 |  
|                                                                 |                          |  |   |              
|Total stockholders equity                                       |                          |  |   | 34,987,545    |   |   | 34,761,862 |  
|                                                                 |                          |  |   |              
|                                                                 |                          |  | $ | 93,101,487    |   | $ | 92,348,829 |  
|                                                                 |                          |  |   |              

See accompanying notes.

2

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KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                     |                          |                            |               |            |               |   |               |  |   |            |  |   |            | 
|------------------------------------ | ------------------------ | -------------------------- | ------------- | ---------- | ------------- | - | ------------- |  | - | ---------- |  | - | ---------- | 
|                                     | For the Six Months Ended | For the Three Months Ended
|                                    
|                                     | Dec. 27, 2003            |                            | Dec. 28, 2002 |            | Dec. 27, 2003 |   | Dec. 28, 2002 | 
|                                     |                          |                            |               |            |               |   |               | 
|Net sales                            |                          |                            | $             | 70,623,673 |               | $ | 61,218,080    |  | $ | 34,498,436 |  | $ | 30,219,890 | 
|                                    
|Cost of sales                        |                          |                            |               | 56,143,077 |               |   | 47,583,496    |  |   | 27,182,375 |  |   | 23,639,237 | 
|                                     |                          |                            |               |            |               |   |               | 
|Gross profit                         |                          |                            |               | 14,480,596 |               |   | 13,634,584    |  |   | 7,316,061  |  |   | 6,580,653  | 
|                                    
|Selling and administrative expenses  |                          |                            |               | 11,962,694 |               |   | 11,071,891    |  |   | 6,062,245  |  |   | 4,921,448  | 
|                                    
|Severance                            |                          |                            |               | -          |               |   | 271,325       |  |   | -          |  |   | -          | 
|                                     |                          |                            |               |            |               |   |               | 
|Operating income                     |                          |                            |               | 2,517,902  |               |   | 2,291,368     |  |   | 1,253,816  |  |   | 1,659,205  | 
|                                    
|Interest and other expenses, net     |                          |                            |               | 839,627    |               |   | 636,815       |  |   | 446,698    |  |   | 317,769    | 
|                                     |                          |                            |               |            |               |   |               | 
|Income before income taxes           |                          |                            |               | 1,678,275  |               |   | 1,654,553     |  |   | 807,118    |  |   | 1,341,436  | 
|                                    
|Income taxes                         |                          |                            |               | 566,497    |               |   | 607,862       |  |   | 365,214    |  |   | 489,708    | 
|                                     |                          |                            |               |            |               |   |               | 
|Net income                           |                          |                            | $             | 1,111,778  |               | $ | 1,046,691     |  | $ | 441,904    |  | $ | 851,728    | 
|                                     |                          |                            |               |            |               |   |               | 
|Basic and diluted earnings per share |                          |                            | $             | 0.25       |               | $ | 0.23          |  | $ | 0.10       |  | $ | 0.19       | 
|                                     |                          |                            |               |            |               |   |               | 
|Weighted average shares outstanding  |                          |                            |               | 4,516,137  |               |   | 4,517,472     |  |   | 4,516,349  |  |   | 4,517,480  | 
|                                    
|Cash dividend - common stock         |                          |                            | $             | .33        |               | $ | .33           |  | $ | .165       |  | $ | .165       | 
|                                    
|Cash dividend - Class B common stock |                          |                            | $             | .30        |               | $ | .30           |  | $ | .15        |  | $ | .15        | 
|                                     |                          |                            |               |           

See accompanying notes.

3

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

|                                        |  |   |   |             |           |   |                          |   |   |                    |   |   |                                    |           |   |                  |           |   |            |  
|--------------------------------------- |  | - | - | ----------- | --------- | - | ------------------------ | - | - | ------------------ | - | - | ---------------------------------- | --------- | - | ---------------- | --------- | - | ---------- | -
|                                        |  |   |   | Commonstock |           |   | Additionalpaid-incapital |   |   | Unearnedstockgrant |   |   | Accummulatedothercomprehensiveloss |           |   | Retainedearnings |           |   | Total      |  
|                                       
|Balance, June 28, 2003                  |  |   | $ | 9,031,270   |           | $ | 7,538,684                |   | $ | (94,500            | ) | $ | (2,974,989                         | )         |   | 21,261,397       |           | $ | 34,761,862 |  
|                                       
|Comprehensive income                    |  |  
|Net income                              |  | - |   |             | -         |   |                          | - |   |                    | - |   |                                    | 1,111,778 |   |                  | 1,111,778 |  
|Foreign currency translation adjustment |  |   |   | -           |           |   | -                        |   |   | -                  |   |   | 135,248                            |           |   | -                |          
|Gain on derivative instrument           |  |   |   | -           |           |   | -                        |   |   | -                  |   |   | 395,527                            |           |   | -                |          
|                                        | 
|Other comprehensive income              |  |   |   | -           |           |   | -                        |   |   | -                  |   |   | 530,775                            |           |   | -                |           |   | 530,775    |  
|                                        | 
|Comprehensive income                    |  |   |   |             | 1,642,553 |  
|                                        | 
|Cash dividends                          |  |   |   | -           |           |   | -                        |   |   | -                  |   |   | -                                  |           |   | (1,424,363       | )         |   | (1,424,363 | )
|Restricted stock issued                 |  |   |   | 1,428       |           |   | 6,065                    |   |   | -                  |   |   | -                                  |           |   | -                |           |   | 7,493      |  
|                                       
|Balance, December 27, 2003              |  |   | $ | 9,032,698   |           | $ | 7,544,749                |   | $ | (94,500            | ) | $ | (2,444,214                         | )         | $ | 20,948,812       |           | $ | 34,987,545 |  
|                                       

See accompanying notes.

4

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

|                                                     |                  |  |   |                |   |   |            |  
|---------------------------------------------------- | ---------------- |  | - | -------------- | - | - | ---------- | -
|                                                     | Six Months Ended
|                                                    
|                                                     | Dec.  27, 2003   |  |   | Dec.  28, 2002
|                                                     |                  |  |   |               
|Operating Activities:                                |                  | 
|Net income                                           |                  |  | $ | 1,111,778      |   | $ | 1,046,691 
|Non-cash items:                                      |                  | 
|Depreciation and amortization                        |                  |  |   | 3,278,015      |   |   | 3,552,611  |  
|Deferred income taxes                                |                  |  |   | 205,319        |   |   | 265,000    |  
|Prepaid pension cost                                 |                  |  |   | 203,585        |   |   | 52,234     |  
|Other long-term liabilities, net                     |                  |  |   | (30,801        | ) |   | 15,448     |  
|Severance                                            |                  |  |   | -              |   |   | 271,325    |  
|Loss (gain) on disposal of fixed assets              |                  |  |   | (4,349         | ) |   | 87,615     |  
|Changes in operating assets and liabilities:         |                  | 
|Accounts receivable                                  |                  |  |   | 69,089         |   |   | 2,486,180  |  
|Inventories                                          |                  |  |   | (2,239,790     | ) |   | (728,134   | )
|Other current assets                                 |                  |  |   | (774,469       | ) |   | 354,174    |  
|Accounts payable and accrued expenses                |                  |  |   | 1,013,613      |   |   | (3,238,818 | )
|                                                     |                  |  |   |               
|Net cash provided by operating activities            |                  |  |   | 2,831,990      |   |   | 4,164,326  |  
|                                                     |                  |  |   |               
|Investing Activities:                                |                  | 
|Additions to property, plant and equipment           |                  |  |   | (764,415       | ) |   | (1,634,228 | )
|Proceeds from sales of property, plant and equipment |                  |  |   | 800            |   |   | 243,527    |  
|Other                                                |                  |  |   | (21,962        | ) |   | (21,411    | )
|                                                     |                  |  |   |               
|Net cash used for investing activities               |                  |  |   | (785,577       | ) |   | (1,412,112 | )
|                                                     |                  |  |   |               
|Financing Activities:                                |                  | 
|Dividends paid                                       |                  |  |   | (1,424,363     | ) |   | (1,423,152 | )
|Repurchase and retirement of common stock            |                  |  |   | -              |   |   | (5,934     | )
|Payments on long-term debt and capital leases        |                  |  |   | (6,295         | ) |   | -          |  
|                                                     |                  |  |   |               
|Net cash  used for financing activities              |                  |  |   | (1,430,658     | ) |   | (1,429,086 | )
|                                                     |                  |  |   |               
|Effect of Exchange Rate Changes on Cash              |                  |  |   | 120,805        |   |   | (80,276    | )
|                                                     |                  |  |   |               
|Net Increase in Cash and Equivalents                 |                  |  |   | 736,560        |   |   | 1,242,852  |  
|                                                    
|Cash and equivalents, beginning of year              |                  |  |   | 3,846,611      |   |   | 5,430,543  |  
|                                                     |                  |  |   |               
|Cash and equivalents, end of period                  |                  |  | $ | 4,583,171      |   | $ | 6,673,395  |  
|                                                     |                  |  |   |               
|Cash Paid During the Period - interest               |                  |  | $ | 768,199        |   | $ | 710,862   
|- income taxes                                       |                  |  |   | 160,936        |   |   | -          |  

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 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
auditors. The condensed consolidated financial statements and notes should be read in
conjunction with the Companys 2003 annual report.

The Company utilizes a 52- or 53-week
fiscal year, which ends on the Saturday nearest the end of June. The fiscal year ended
June 28, 2003 contained 52 weeks, while the fiscal year ending July 3, 2004 will contain
53 weeks. Both six-month periods ended on December 27, 2003 and December 28, 2002
contained 26 weeks.

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

# Note 2  New
Accounting Standards

In April 2003, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS 149 amends and clarifies financial
accounting and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. It is
effective for contracts entered into or modified after June 30, 2003, except as
stated within the statement, and should be applied prospectively. This statement had no
material effect on the financial statements.

In December 2003, the FASB revised
SFAS No. 132 Employers Disclosure about Pension and Other Post Retirement
Benefits. This statement requires additional disclosures to those in the original
SFAS No. 132 about the assets, obligations, cash flows and net periodic benefit costs of
defined benefit pension plans and other defined benefit postretirement plans. The
provisions of this statement regarding interim disclosures will be effective for the
Company in the quarter ended March 27, 2004. The year-end provisions of this statement
will be effective for the Company for the year ended July 3, 2004. Management expects this
statement will impact the Companys interim and year-end disclosures related to its
defined benefit pension plans.

# 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 $1,947,453 at December 27, 2003 and $2,554,980 at June 28,
2003.

# 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:

6

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|                               | For      the      six      months      ended | For      the      three      months      ended
|------------------------------ | -------------------------------------------- | ----------------------------------------------
|                               |                                              |                                               
|                               |                                              | Dec. 27, 2003                                 
|                               |                                              |                                               
|Numerators:                    |                                             
|Numerator for both basic and   |                                             
|diluted EPS, net income        |                                              | $   1,111,778                                 
|                               |                                              |                                               
|Denominators:                  |                                             
|Denominator for both basic and |                                             
|diluted EPS,weighted-average   |                                             
|common shares outstanding      |                                              | 4,516,137                                     
|                               |                                              |                                               

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.

|               |     |               |  |               | 
|-------------- | --- | ------------- |  | ------------- | 
|               |     | Dec. 27, 2003 |  | Dec. 28, 2002 | 
|               |     |               |  |               | 
|Exercise Price
|$13            | .64 | 6,050         |  | 13,396        | 
|$14            | .09 | 7,700         |  | 9,900         | 
|$16            | .74 | 6,054         |  | 7,870         | 
|$18            | .18 | 5,500         |  | 7,150         | 
|$18            | .41 | 130,240       |  | 130,240       | 
|$18            | .48 | 206,183       |  | -            
|$26            | .54 | -             |  | 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:

|                  |  |               |  |               | 
|----------------- |  | ------------- |  | ------------- | 
|                  |  | Dec. 27, 2003 |  | June 28, 2003 | 
|                  |  |               |  |               | 
|Finished products |  | $16,365,199   |  | $13,918,677   | 
|Work in process   |  | 1,718,419     |  | 1,746,149     | 
|Raw materials     |  | 3,135,228     |  | 3,314,230     | 
|                  |  |               |  |               | 
|Total             |  | $21,218,846   |  | $18,979,056   | 
|                  |  |               |  |               | 

# 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:

|                                              | For      the      Six      Months      Ended | For      the      Three      Months      Ended
|--------------------------------------------- | -------------------------------------------- | ----------------------------------------------
|                                              |                                              |                                               
|                                              |                                              | Dec. 27, 2003                                 
|                                              |                                              |                                               
|Accrued warranty costs at beginning of period |                                              | $ 275,195                                     
|Payments made for warranty costs              |                                              | (103,181                                      
|Accrual for product warranty                  |                                              | 104,391                                       
|                                              |                                              |                                               
|Accrued warranty costs at end of period       |                                              | $ 276,405                                     
|                                              |                                              |                                               

# 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.

7

---



Comprehensive income and its
components consist of the following:

|                                            | For      the      Six      Months      Ended | For      the      Three      Months      Ended
|------------------------------------------- | -------------------------------------------- | ----------------------------------------------
|                                            |                                              |                                               
|                                            |                                              | Dec. 27, 2003                                 
|                                            |                                              |                                               
|Net income                                  |                                              | $ 1,111,778                                   
|Other comprehensive income:                 |                                             
|Foreign currency     translation adjustment |                                              | 135,248                                       
|Gain (loss) on     derivative instrument    |                                              | 395,527                                       
|Minimum SERP     liability adjustment       |                                              | -                                             
|                                            |                                              |                                               
|Comprehensive income                        |                                              | $ 1,642,553                                   
|                                            |                                              |                                               

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

|                                           | For      the      Six      Months      Ended | For      the      Three      Months      Ended
|------------------------------------------ | -------------------------------------------- | ----------------------------------------------
|                                           |                                              |                                               
|                                           | Dec. 27, 2003                                | Dec. 28, 2002                                 
|                                           |                                              |                                               
|                                           |                                              | Pre-Tax                                       
|                                           |                                              |                                               
|Change in fair value of interest rate swap |                                              | $1,113,311                                    
|                                          
|Settlement to interest expense             |                                              | (505,784                                      
|                                           |                                              |                                               
|Other comprehensive income (loss)          |                                              | $607,527                                      
|                                           |                                              |                                               

# Note 8  Segment
Information

The following table presents
information about the results of operations for each of the Companys reportable
segments for the six months and three months ended December 27, 2003 and December 28,
2002, respectively.

|For the Three Months Ended:     |  | Office Products |   | Home and Commercial Products |  | Corporate and Other |   | Consolidated Total | 
|------------------------------- |  | --------------- | - | ---------------------------- |  | ------------------- | - | ------------------ | 
|                                |  |                
|Dec. 27, 2003:                  | 
|Net sales to external customers |  | $ 22,735,791    |   | $47,887,882                  |  | $                 - |   | $70,623,673        | 
|Income tax expense (benefit)    |  | (873,361        | ) | 2,447,397                    |  | (1,007,539          | ) | 566,497            | 
|Net income (loss)               |  | (1,485,923      | ) | 3,946,240                    |  | (1,348,539          | ) | 1,111,778          | 
|Total assets                    |  | 12,641,876      |   | 26,335,650                   |  | 54,123,961          |   | 93,101,487         | 
|Goodwill                        |  | 4,250,936       |   | 521,901                      |  | -                   |   | 4,772,837          | 
|Depreciation and amortization   |  | 111,682         |   | 51,295                       |  | 3,115,038           |   | 3,278,015          | 
|Capital expenditures            |  | 159,872         |   | 133,685                      |  | 470,858             |   | 764,415            | 
|                               
|Dec. 28, 2002:                  | 
|Net sales to external customers |  | 18,583,259      |   | 42,634,821                   |  | -                   |   | 61,218,080         | 
|Income tax expense (benefit)    |  | 383,907         |   | 2,440,683                    |  | (2,216,728          | ) | 607,862            | 
|Net income (loss)               |  | 680,263         |   | 4,076,732                    |  | (3,710,304          | ) | 1,046,691          | 
|Goodwill                        |  | 4,250,936       |   | 521,901                      |  | -                   |   | 4,772,837          | 

8

---



|For the Six Months Ended:       |  | Office Products |   | Home and Commercial Products |  | Corporate and Other |   | Consolidated Total | 
|------------------------------- |  | --------------- | - | ---------------------------- |  | ------------------- | - | ------------------ | 
|                                |  |                
|Dec. 27, 2003:                  | 
|Net sales to external customers |  | $ 10,854,914    |   | $23,643,522                  |  | $                 - |   | $34,498,436        | 
|Income tax expense (benefit)    |  | (373,636        | ) | 1,165,553                    |  | (426,703            | ) | 365,214            | 
|Net income (loss)               |  | (613,407        | ) | 1,846,942                    |  | (791,631            | ) | 441,904            | 
|Total assets                    |  | 12,641,876      |   | 26,335,650                   |  | 54,123,961          |   | 93,101,487         | 
|Goodwill                        |  | 4,250,936       |   | 521,901                      |  | -                   |   | 4,772,837          | 
|Depreciation and amortization   |  | 87,247          |   | 23,455                       |  | 1,536,547           |   | 1,647,249          | 
|Capital expenditures            |  | 107,161         |   | 133,685                      |  | 83,082              |   | 323,928            | 
|                               
|Dec. 28, 2002:                  | 
|Net sales to external customers |  | 9,031,546       |   | 21,188,344                   |  | -                   |   | 30,219,890         | 
|Income tax expense (benefit)    |  | 381,366         |   | 1,290,069                    |  | (1,181,727          | ) | 489,708            | 
|Net income (loss)               |  | 677,689         |   | 2,107,668                    |  | (1,933,629          | ) | 851,728            | 
|Goodwill                        |  | 4,250,936       |   | 521,901                      |  | -                   |   | 4,772,837          | 

During the second quarter of fiscal
2004, management developed a further breakdown of the channel results that comprise the
Home & Commercial Products and Office Products divisions. Management has limited its
review of the channels to net sales to external customers and operating profit before
administrative costs as shown below. Due to the complexity in obtaining this information
for prior years, restatement of prior year results by channel is impracticable.

|                                                                              |                          |                            |               |              |             |            |               |            
|----------------------------------------------------------------------------- | ------------------------ | -------------------------- | ------------- | ------------ | ----------- | ---------- | ------------- | -----------
|                                                                              | OFFICE PRODUCTS         
|                                                                              | For the Six Months Ended | For the Three Months Ended
|                                                                             
|December 27, 2003:                                                            | OEM                      | Dealer                     | Un-allocated  | Total        | OEM         | Dealer     | Un-allocated  | Total      
|                                                                             
|Net sales to external customers                                               | $18,058,331              | $4,677,460                 | $           - | $22,735,791  | $8,635,062  | $2,219,852 | $           - | $10,854,914
|Operating profit before administrative costs, other expenses and income taxes | (2,374,270)              | 599,144                    | -             | (1,775,126)  | (1,004,272) | 316,220    | -             | (688,052)  
|Administrative costs, other expenses and income taxes                         | -                        | -                          | (289,203)     | (289,203)    | -           | -          | (74,645)      | (74,645)   
|Net income (loss)                                                             | -                        | -                          | -             | $(1,485,923) | -           | -          | -             | $(613,407) 
|                                                                             

|                                                                              |                          |                            |                  |             |            |             |                  |            
|----------------------------------------------------------------------------- | ------------------------ | -------------------------- | ---------------- | ----------- | ---------- | ----------- | ---------------- | -----------
|                                                                              | HOME AND COMMERCIAL     
|                                                                              | For the Six Months Ended | For the Three Months Ended
|                                                                             
|Net sales to external customers                                               | $15,944,412              | $31,943,470                | $              - | $47,887,882 | $7,777,722 | $15,865,800 | $              - | $23,643,522
|Operating profit before administrative costs, other expenses and income taxes | 609,704                  | 6,446,695                  | -                | 7,056,399   | 414,358    | 2,937,681   | -                | 3,352,039  
|Administrative costs, other expenses and income taxes                         | -                        | -                          | 3,110,159        | 3,110,159   | -          | -           | 1,505,097        | 1,505,097  
|Net income (loss)                                                             | -                        | -                          | -                | $3,946,240  | -          | -           | -                | $1,846,942 
|                                                                             

9

---



# Note 9  Revolving
Line of Credit Agreement

On August 28, 2003, the Company
entered into a new $35 million revolving credit facility that matures on November 1, 2006.
The new three-year revolving credit facility is unsecured and replaces a $45 million
credit facility that would have expired in 2004. Interest rates on outstanding loans under
the revolving credit facility are either based on the London Interbank Offering Rate
(LIBOR), plus a negotiated spread over LIBOR, or at the U.S. prime rate. The new agreement
requires the Company to pay a non-use fee on amounts not outstanding under the credit
facility based on a ratio of the Companys adjusted total debt (funded debt less cash
and cash equivalents) to EBITDA (earnings before interest, income taxes, depreciation and
amortization).

# Note 10  Legal
Contingencies

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 may 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 was sued in the Kent
County, Michigan Circuit Court in 1997 by a former employee seeking additional benefits
under an executive retirement plan. The Circuit Court ruled in favor of the plaintiff, but
in June 2002, the Circuit Court was reversed on the Companys appeal to the Michigan
Court of Appeals. The plaintiff filed a delayed request for leave to appeal to the
Michigan Supreme Court. In August 2002, the plaintiff filed a lawsuit seeking these
retirement benefits in the Federal District Court for the Western District of Michigan.
During the fourth quarter of fiscal 2003, the plaintiffs request for leave to appeal
to the Michigan Supreme Court was denied. The Company moved to dismiss the federal
litigation based on the statute of limitations. In September 2003, the Federal District
Court dismissed the litigation. In October 2003, the plaintiff filed an appeal to the
Sixth Circuit Court of Appeals stating that the statute of limitations should not have
applied to this case.  Management believes that this case
will not have a material adverse affect 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 OFFINANCIAL 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, 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 second quarter of
fiscal 2004 were $34.5 million compared to $30.2 million for the same period in the prior
year. Net sales for the first six months of fiscal 2004 were $70.6 million, compared to
$61.2 million in the prior year.

During the second quarter of fiscal
2004, the Home and Commercial division had net sales of $23.6 million compared to $21.2
million in the second quarter of fiscal 2003. Net sales for the first six months of fiscal
2004 were $47.9 million compared to $42.6 million for the same period in the prior year.
Year to date through December 27, 2003, the division posted sales growth in all of the
markets that it serves. New products, including the Shelf Made Instant Shelves, the
new line of display ledges and the 4X4 Pocket Door heavy-duty precision drawer
slides, assisted in expanding sales to existing customers and adding new customers. In
addition, the Company continued to expand value-added programs such as its vendor-managed
inventory capability.

The Office Products division had net
sales of $10.9 million for the second quarter of fiscal 2004, compared to $9.0 million for
the same period in the prior year. Net sales for the first six months of fiscal 2004 were
$22.7 million compared to $18.6 million for the same period in the prior year. Business
and Institutional Furniture Manufacturers Association (BIFMA) results for the period
from July through November 2003, showed both flat shipments and orders when compared to
the same period in the prior year. The Office Products division, however, increased its
sales, during the six-month period and the quarter ended December 27, 2003, to both the
original equipment manufacturer channel and the dealer channel. New products, including
precision drawer slides specifically designed for individual customers and the new
heavy-duty 8800 precision slide with the patented interlock system, provided the
opportunities to grow sales and gain market share. Further, the Company introduced during
the second quarter of fiscal 2004 to introduce its new line of height adjustable tables to
both channels.

In total, the Company had new product
sales of $4.4 million in the second quarter of fiscal 2004 compared to $2.5 million in the
second quarter of fiscal 2003. New product sales for the first six months of fiscal 2004
increased to $9.8 million from $5.2 million in the same period of fiscal 2003.

# Gross Profit

Gross profit, as a percentage of net
sales, was 21.2% for the second quarter and 20.5% for the first six months of fiscal 2004
compared to 21.8% and 22.3%, respectively, for the same periods in the prior year. During
the second quarter, the Company began shipping new products to both consumer and
distribution accounts. As part of the new commitments with these customers, the Company
had to pay certain incentives to assist in the product conversion process. These payments
reduced margins by approximately 1.0% in the second quarter. In addition, the Company
recorded additional obsolescence reserves for certain slow moving products that reduced
margins by .8% in the second quarter of fiscal 2004. These items were partially offset
during the second quarter of fiscal 2004 by the Companys ability to better leverage
its fixed overhead costs as a result of the increased sales volumes. The decline in gross
profit for the six month period primarily reflected promotional incentives offered to new
customers and to launch new products.

11

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

# Operating Expenses

Selling and administrative expenses,
as a percentage of net sales, were 17.6% for the second quarter and 16.9% for the first
six months of fiscal 2004 compared to 16.3% and 18.1% 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 the unusual gain in fiscal
2003, 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 growing sales. The Company
remains committed to investing in both its sales force and the launch of its new products.
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 $400,007 for the
quarter and $789,938 for the six months ended December 27, 2003, compared to $360,822 and
$718,260, respectively, for the same periods in the prior year. The increase reflects the
higher level of borrowings outstanding under the Companys revolving credit facility.

Other expense was $46,691 for the
quarter and $49,689 for the six months ended December 27, 2003, compared to other income
of $43,053 and $81,445, respectively, for the same periods in the prior year. The expense
in the current year resulted from exchange rate losses recorded on certain Canadian sales.

# Income Taxes

The effective tax rate was 45.2% for
the second quarter of fiscal 2004 and 33.8% for the six months ended December 27, 2003
compared to 36.5% and 36.7%, respectively, for the same periods in the prior year. The
effective rate for the second quarter of fiscal 2004 was unfavorably impacted by certain
foreign tax obligations. This was offset for the six-month period by the review and
subsequent adjustment of certain deferred tax valuation reserves that were deemed to no
longer be necessary. The effective tax rate is anticipated to be between 37% and 38% for
the remainder of the fiscal year.

# Net Income

Net income for the second quarter of
fiscal 2004 was $441,904 or $0.10 per diluted share compared to $851,728, or $0.19 per
diluted share for the same quarter of last year. Net income of $1.1 million, or $0.25 per
diluted share was recorded for the first six months of fiscal 2004, compared to $1.0
million, or $0.23 per diluted share in the prior year. The net income for the second
quarter of fiscal 2003 reflected the gain of approximately $0.5 million, or $0.12 per
diluted share recognized as a result of resolving certain legal matters. Excluding this
unusual item, net income improvement in fiscal 2004 reflects higher sales volumes,
combined with the ability to leverage certain fixed selling and administrative expenses.

# Liquidity and Capital
Resources

Net cash provided by operating
activities for the first six months of fiscal 2004 was $2.8 million compared to $4.2
million for the first six months of fiscal 2003. The Company has invested over $2.0
million in inventory during the first six months of fiscal 2004 to support the launch of
certain new products. Following the initial launch period, management will work to reduce
this level of cash invested in inventory.

12

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

Cash used for investing activities
was $785,577 for the first six months of fiscal 2004, compared to $1.4 million used in the
same period in the prior year. Capital expenditures totaled $764,415 for the six months
ended December 27, 2003, compared to $1.6 million for the six months of the prior year.
The capital expenditures for the six months of fiscal 2004 represented investments in
tooling for new products, including certain new custom precision slides. There were no
significant capital expenditure commitments at December 27, 2003. Capital expenditures for
the fiscal year are anticipated to be approximately $3 million.

Cash used in financing activities was
$1.4 million for the six months periods ended December 27, 2003 and December 28, 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.

The following table summarizes
long-term obligations as of December 27, 2003.

|                                   | Payments due by period
|---------------------------------- | ----------------------
|                                   |                       
|                                   |                       
|                                   |                       
|Long-term debt                     |                       
|                                   |                       
|Capital lease                      |                       
|Operating leases                   |                       
|Purchase obligations               |                       
|                                   |                       
|Total contractual cash obligations |                       
|                                   |                       

In addition, we are a party to certain
other agreements that contractually and unconditionally commit us to pay certain amounts
in the future. While we believe it is probable that amounts will be spent in the future
under such contracts, the amount and/or the timing of such future payments will vary
depending on certain provisions of the applicable contract. The agreements to which we are
a party that fall into this category include certain royalty agreements under which we pay
a royalty based on the sales volume of certain products that we manufacture and sell.

# Legal Proceedings

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 may 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.

13

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

The Company was sued in the Kent
County, Michigan Circuit Court in 1997 by a former employee seeking additional benefits
under an executive retirement plan. The Circuit Court ruled in favor of the plaintiff, but
in June 2002, the Circuit Court was reversed on the Companys appeal to the Michigan
Court of Appeals. The plaintiff filed a delayed request for leave to appeal to the
Michigan Supreme Court. In August 2002, the plaintiff filed a lawsuit seeking these
retirement benefits in the Federal District Court for the Western District of Michigan.
During the fourth quarter of fiscal 2003, the plaintiffs request for leave to appeal
to the Michigan Supreme Court was denied. The Company moved to dismiss the federal
litigation based on the statute of limitations. In September 2003, the Federal District
Court dismissed the litigation. In October 2003, the plaintiff filed an appeal to the
Sixth Circuit Court of Appeals stating that the statute of limitations should not have
applied to this case. Management believes that this case will not have a material adverse
affect on the Companys earnings.

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

# New Accounting Standards

In April 2003, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS 149 amends and clarifies financial
accounting and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. It is
effective for contracts entered into or modified after June 30, 2003, except as
stated within the statement, and should be applied prospectively. This statement had no
material effect on the financial statements.

In December 2003, the FASB revised
SFAS No. 132 Employers Disclosure about Pension and Other Post Retirement
Benefits. This statement requires additional disclosures to those in the original
SFAS No. 132 about the assets, obligations, cash flows and net periodic benefit costs of
defined benefit pension plans and other defined benefit postretirement plans. The
provisions of this statement regarding interim disclosures will be effective for the
Company in the quarter ended March 27, 2004. The year-end provisions of this statement
will be effective for the Company for the year ended July 3, 2004. Management expects this
statement will impact the Companys interim and year-end disclosures related to its
defined benefit pension plans.

# 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 2003 Annual Report on Form 10-K.

14

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIESQUANTITATIVE 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 $1,947,453 at December 27, 2003
and $2,554,980 at June 28, 2003.

The following table provides
information on the Companys fixed maturity investments as of December 27, 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                              | $24,000,000 | November 1, 2006
|First $20,000,000 at an interest rate 
|of 1.1781% (3 month LIBOR)            
|plus weighted average                 
|credit spread of .95%;                
|Next $4,000,000 at an interest rate of
|1.17% (1 month LIBOR)                 
|plus weighted average                 
|credit spread of .95%;                
|Amounts in excess of $24,000,000      
|at the prime rate, currently          
|4.0%                                  
|                                      
|Interest Rate Swap                    
|Notional amount                        | $20,000,000 | June 1, 2006    
|Pay/Receive variable                  
|at 3 month LIBOR - 1.17313%           
|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.

15

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIESCONTROLS AND PROCEDURES

Item 4. Controls and
Procedures

|(a) Evaluation of
Disclosure Controls and Procedures
|----------------------------------------------------
|                                                    

|(b) Changes in Internal
Controls
|--------------------------------
|                                

16

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

# PART II. OTHER
INFORMATION

Item 1. Legal Proceedings

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 may 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 was sued in the Kent County, Michigan Circuit Court in 1997 by a former employee
seeking additional benefits under an executive retirement plan. The Circuit Court ruled in
favor of the plaintiff, but in June 2002, the Circuit Court was reversed on the
Companys appeal to the Michigan Court of Appeals. The plaintiff filed a delayed
request for leave to appeal to the Michigan Supreme Court. In August 2002, the plaintiff
filed a lawsuit seeking these retirement benefits in the Federal District Court for the
Western District of Michigan. During the fourth quarter of fiscal 2003, the
plaintiffs request for leave to appeal to the Michigan Supreme Court was denied. The
Company moved to dismiss the federal litigation based on the statute of limitations. In
September 2003, the Federal District Court dismissed the litigation. In October 2003, the
plaintiff filed an appeal to the Sixth Circuit Court of Appeals stating that the statute
of limitations should not have applied to this case. Management believes that this case
will not have a material adverse affect 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 4.
Submission of Matters to a Vote of Security Holders

| | (a) | Knape & Vogt Manufacturing Companys Annual Meeting of Shareholders was
               held on October 17, 2003.
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (b) | Proxies were distributed by Knape & Vogt Manufacturing Company pursuant to
               Regulation 14A under the Securities Exchange Act of 1934. There was no
               opposition to managements nominees as listed in the proxy statement and
               all nominees were elected.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The vote on the nominees was: |            |         | 
| | ----------------------------- | ---------- | ------- | 
| | For                           | Withheld  
| | John E. Fallon     (1)(2)     | 15,503,075 | 821,305 | 
| | Gregory Lambert     (1)(3)    | 1,836,182  | 162,891 | 

| | (1) Term expires in 2006.
(2) Elected by vote of holders of Common stock and Class B Common stock voting as a
                    class.
(3) Elected by vote of holders of Common stock voting as a class.
Members
of the Board of Directors whose terms have not yet expired are Thomas
A. Hilborn, Robert J. Knape and Christopher Norman, terms expiring in 2004 and William R.
Dutmers, Richard S. Knape and Michael J. Kregor, terms expiring in 2005.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 6. Exhibits and
Reports on Form 8-K

|(a) | Exhibits
|--- | --------
|   
|    | 31.1    

17

---



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

| | 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 Chairman 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
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(b) | Reports on Form 8-K
                  Knape & Vogt furnished the following Form 8-K during the quarter ended December 27, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------

| | Date of Report    | Filing Date      | Items Reported                                                                                                                                                                                                                                                                                                                                                                                              
| | ----------------- | ---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | October  23, 2003 | October 23, 2003 | Under Item 9,
this Form 8-K included a press release that reported Knape & Vogts financial results for the
fiscal quarter that ended on September 27, 2003.
The press release included summary consolidated financial data for the fiscal quarters ended September 27, 2003
and September 28, 2002.  The press release also contained balance sheet information as of September 27, 2003 and
June 28, 2003.

18

---



# 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: January 21, 2004 |  | /s/ William R. Dutmers

William R. Dutmers
Chairman of the Board and

Chief Executive Officer | 
|                      
|Date: January 21, 2004 |  | /s/ Leslie J. Cummings

Leslie J. Cummings
Vice President of Finance and
Treasurer            | 

19

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EXHIBIT INDEX

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

20

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# 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;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |                                                                                            
|---------------------- | -------------------------------------------------------------------------------------------
|Date: January 21, 2004 | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and Chief Executive Officer



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# 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;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |                                                                                  
|---------------------- | ---------------------------------------------------------------------------------
|Date: January 21, 2004 | /s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and Treasurer



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# 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 December 27, 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 December 27, 2003
fairly presents, in all material respects, the financial condition and results of operations of Knape & Vogt
Manufacturing Company.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |                                                                                            
|---------------------- | -------------------------------------------------------------------------------------------
|Date: January 21, 2004 | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and Chief Executive Officer



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# 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:

|(1) |  | the Quarterly Report on Form 10-Q for the three months ended December 27, 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 December 27, 2003
fairly presents, in all material respects, the financial condition and results of operations of Knape & Vogt
Manufacturing Company.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |                                                                                  
|---------------------- | ---------------------------------------------------------------------------------
|Date: January 21, 2004 | /s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and Treasurer