# UNITED STATESSECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarter Ended
January 1, 2005

OR

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

For the Transition
Period From ____________________To ____________________

Commission File Number
000-01859

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

|Michigan                 
         (State of Incorporation)         
       2700 Oak Industrial Drive, 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 1, 2005, Knape & Vogt Manufacturing Company had 2,395,237 shares of Common
Stock outstanding and 2,121,868 shares of Class B Common Stock outstanding.

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

# INDEX

|                                                                                                                        | 
|----------------------------------------------------------------------------------------------------------------------- | 
|PART I.       FINANCIAL INFORMATION                                                                                     | 
|                                                                                                                       
|Item 1.  Financial Statements                                                                                           | 
|                                                                                                                       
|Condensed Consolidated Balance Sheets                                                                                   | 
|--January 1, 2005 and July 3, 2004                                                                                      | 
|                                                                                                                       
|Condensed Consolidated Statements of Income                                                                             | 
|--Six Months and Three Months Ended Jan. 1, 2005 and Dec. 27, 2003                                                      | 
|                                                                                                                       
|Condensed Consolidated Statement of Stockholders' Equity                                                                | 
|--Six Months Ended Jan. 1, 2005                                                                                         | 
|                                                                                                                       
|Condensed Consolidated Statements of Cash Flows                                                                         | 
|--Six Months Ended Jan. 1, 2005 and Dec. 27, 2003                                                                       | 
|                                                                                                                       
|Notes to Condensed Consolidated Financial Statements                                                                    | 
|                                                                                                                       
|Item 2.  Management's Discussion and Analysis of Financial
                         Condition and Results of Operations | 
|                                                                                                                       
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                                     | 
|                                                                                                                       
|Item 4.  Controls and Procedures                                                                                        | 
|                                                                                                                       
|PART II.      OTHER INFORMATION                                                                                         | 
|                                                                                                                       
|Item 1.  Legal Proceedings                                                                                              | 
|                                                                                                                       
|Item 4.  Submission of Matters to a Vote of Security Holders                                                            | 
|                                                                                                                       
|Item 6.  Exhibits and Reports on Form 8-K                                                                               | 
|                                                                                                                       
|SIGNATURES                                                                                                              | 
|                                                                                                                       
|EXHIBIT INDEX                                                                                                           | 

1

---



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

|                                                                 | (Unaudited)Jan. 1, 2005 | July 3, 2004
|---------------------------------------------------------------- | ----------------------- | ------------
|                                                                 |                         |             
|Assets                                                           |                         |             
|                                                                 |                         |             
|Current assets                                                   |                         |             
|Cash                                                             |                         |             
|Accounts receivable - net                                        |                         |             
|Inventories                                                      |                         |             
|Prepaid expenses and other current assets                        |                         |             
|                                                                 |                         |             
|Total current assets                                             |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|Property, plant and equipment                                    |                         |             
|Less accumulated depreciation                                    |                         |             
|                                                                 |                         |             
|Net property, plant and equipment                                |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|Goodwill                                                         |                         |             
|Prepaid pension cost                                             |                         |             
|Other assets                                                     |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|Liabilities and Stockholders' Equity                             |                         |             
|                                                                 |                         |             
|Current liabilities                                              |                         |             
|Accounts payable                                                 |                         |             
|Other accrued liabilities                                        |                         |             
|                                                                 |                         |             
|Total current liabilities                                        |                         |             
|                                                                 |                         |             
|Long-term debt and capital leases                                |                         |             
|Deferred income taxes and other long-term liabilities            |                         |             
|                                                                 |                         |             
|Total liabilities                                                |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|Stockholders' Equity                                             |                         |             
|Common stock (Common - 2,395,237 and 2,331,860 shares issued and |                         |             
|outstanding, Class B common - 2,121,868 and 2,184,489 shares     |                         |             
|issued and outstanding)                                          |                         |             
|Preferred stock -unissued                                        |                         |             
|Additional paid-in capital                                       |                         |             
|Unearned stock grant                                             |                         |             
|Accumulated other comprehensive loss                             |                         |             
|Retained earnings                                                |                         |             
|                                                                 |                         |             
|Total stockholders' equity                                       |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|                                                                 |                         |             
|                                                                 |                         |             

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

See accompanying notes.

3

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# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY(Unaudited)

|                              | Commonstock | Additionalpaid-incapital | Unearnedstockgrant | Accumulatedothercomprehensiveloss | Retainedearnings | Total
|----------------------------- | ----------- | ------------------------ | ------------------ | --------------------------------- | ---------------- | -----
|                             
|                              |             |                          |                    |                                   |                  |      
|Balance, July 3, 2004         |             |                          | $                  | 9,032,698                         |                  | $    
|                              |             |                         
|Comprehensive income          |             |                         
|Net income (loss)             |             |                          |                    | -                                 |                  |      
|Foreign currency translation  |             |                         
|adjustment                    |             |                          |                    | -                                 |                  |      
|Gain on derivative instrument |             |                          |                    | -                                 |                  |      
|                              |             |                          |                    |                                  
|Other comprehensive income    |             |                          |                    | -                                 |                  |      
|                              |             |                          |                    |                                   |                  |      
|Comprehensive income          |             |                          |                    |                                   |                  |      
|                              |             |                          |                    |                                   |                  |      
|                              |             |                         
|Cash dividends                |             |                          |                    | -                                 |                  |      
|Restricted stock issued       |             |                          |                    | 1,512                             |                  |      
|                             
|                              |             |                         
|Balance, January 1, 2005      |             |                          | $                  | 9,034,210                         |                  | $    
|                             

See accompanying notes.

4

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# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS(Unaudited)

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

See accompanying notes.

5

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

# Note 1  Summary of
Significant Accounting Policies

The condensed consolidated financial
statements have been prepared by Knape & Vogt Manufacturing Company (the
Company), without audit, in accordance with accounting principles generally
accepted in the United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. Management
believes that the disclosures made in this document are adequate so as not to make the
information presented misleading. Operating results for the six and three month periods
ended January 1, 2005, are not necessarily indicative of the results that may be expected
for the fiscal year ending July 2, 2005. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes thereto included
in the Companys Form 10-K for the year ended July 3, 2004.

The Company utilizes a 52- or 53-week
fiscal year, which ends on the Saturday nearest the end of June. The fiscal year ended
July 3, 2004 contained 53 weeks, while the fiscal year ending July 2, 2005 will contain 52
weeks. Both six-month periods ended on January 1, 2005 and December 27, 2003 contained 26
weeks.

# Revenue Recognition

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

# Stock Based
Compensation

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

# Reclassifications

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

# Note 2  New
Accounting Standards

In December 2004, the Financial
Accounting Standards Board (FASB) issued a revision of SFAS No. 123(R),
Share-Based Payment, which supersedes APB Opinion No. 25. This statement focuses
primarily on transactions in which an entity obtains employee services in exchange for
share-based payments. Under SFAS No. 123(R), a public company generally is required to
measure the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award, with such cost recognized
over the applicable vesting period. In addition, SFAS No. 123(R) requires an entity to
provide certain disclosures in order to assist in understanding the nature of share-based
payments transactions and the effects of those transactions on the financial statements.
The provisions of SFAS No. 123(R) are required to be applied as of the beginning of the
first interim or annual reporting period that begins after June 15, 2005. As such, the
Company is required to adopt the provisions of SFAS No. 123(R) at the beginning of the
first quarter of fiscal 2006. The Company has not granted such awards over the past three
years. If in the future, it should grant any such awards it will evaluate the impact of
SFAS No. 123(R) on its consolidated financial statements.

6

---



In December 2004, the FASB issued
Staff Position (FSP) No. 109-1, Application of FASB Statement No. 109,
Accounting for Income Taxes, for the Tax Deduction on Qualified Production Activities
Provided by the American Jobs Creation Act (the Act) of 2004. The FASB
also issued FSP 109-2, Accounting and Disclosure Guidance for the Foreign Earnings
Repatriation Provision within the American Jobs Creation Act of 2004. The Company is
currently evaluating the impact that the Act will have on its consolidated financial
statements and expects to determine such impact prior to issuing its fiscal 2005 annual
report.

In November 2004, the FASB issued
SFAS No. 151, Inventory Cost.This Statement amends the guidance in Accounting
Research Bulletin No. 43, Chapter 4, Inventory Pricing, to clarify the accounting
for abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (scrap). SFAS No. 151 requires that those items be recognized as current-period
charges. In addition, this Statement requires that the allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of the production
facilities. The provisions of SFAS No. 151 are effective for inventory costs incurred in
fiscal years beginning after June 15, 2005. As such, the Company is required to adopt
these provisions at the beginning of fiscal year 2006. The Company is currently evaluating
the impact of SFAS No. 151 on its consolidated financial statements.

# Note 3  Derivative
Instrument

The Company uses an interest rate
swap agreement to modify a portion of the variable rate revolving line of credit to a
fixed rate obligation, thereby reducing the exposure to market rate fluctuations. The
interest rate swap agreement is designated as a hedge, and effectiveness is determined by
matching the principal balance and terms with that specific obligation. Amounts currently
due to or from interest-rate-swap-counter parties are recorded in interest expense in the
period in which they accrue. The derivative, which has a notional amount $20,000,000, was
recognized as a liability on the balance sheet at its fair value of $922,698 at January 1,
2005 and $1,391,133 at July 3, 2004.

# Note 4  Common
Stock and Per Share Information

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

The following are the numerators and
denominators used in the calculations of basic and diluted earnings per share (EPS) for
each of the periods presented:

|                               | For the six months ended | For the three months ended
|------------------------------ | ------------------------ | --------------------------
|                               |                          |                           
|                               |                          |                           
|                               |                          |                           
|Numerator for both basic and   |                          |                           
|diluted EPS, net income (loss) |                          |                           
|                               |                          |                           
|Denominator for both basic and |                          |                           
|diluted EPS,weighted-average   |                          |                           
|common shares outstanding      |                          |                           
|                               |                          |                           

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

7

---



|               | For the three and six months ended:
|-------------- | -----------------------------------
|               |                                    
|              
|               |                                    
|Exercise Price |                                    
|$13.64         |                                    
|$14.09         |                                    
|$16.74         |                                    
|$18.18         |                                    
|$18.41         |                                    
|$18.48         |                                    

# Note 5  Inventories

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

|                      | Jan. 1, 2005 | July 3, 2004
|--------------------- | ------------ | ------------
|                      |              |             
|                      |              |             
|Finished products     |              |             
|Consignment inventory |              |             
|Work in process       |              |             
|Raw materials         |              |             
|                      |              |             
|Total                 |              |             
|                      |              |             

# Note 6  Impairment
Expenses

During the quarter ended January 1,
2005, the Company recognized asset impairment charges and accelerated depreciation of
$419,204 pre-tax on certain manufacturing equipment in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. The equipment has
been utilized for backup production of certain precision drawer slide products. Now those
products are being partially sourced from a third party rather than manufactured in house,
so the extra capacity is no longer required. Some of the equipment will be abandoned and
its useful life was adjusted accordingly for depreciation purposes. The equipment that
will be held and used or sold was written-down to its estimated fair vales as determined
by the Companys management based on estimated prices of similar assets or proceeds
from sale, respectively. The equipment that will be sold has been classified as assets
held for sale on the balance sheet and is included in the Other Assets on the condensed
balance sheet in this document.

In January 2005, the Board of
Directors approved a restructuring plan to close its Muncie, Indiana facility and relocate
its operations into existing available space in the Grand Rapids, Michigan facility. In
accordance with SFAS No. 144, the Company recorded pre-tax impairment charges of
$1,663,359, in the second quarter of fiscal 2005, consisting of the write down of the
long-lived assets; including real estate, fixed assets and manufacturing equipment located
in Muncie facility to the lower of their carrying value or their estimated fair values,
less the disposition costs. Fair value estimates were determined by the Companys
management, with the assistance of independent appraisers, and were based on estimated
proceeds from sale. The fair value of the real estate was determined to be $1.0 million
and the equipment was adjusted to a fair value of $220,000. Management anticipates that
the closure of the facility and the relocation of the operations will be completed prior
to the end of its fiscal year.

The Company will also incur certain
qualifying exit costs in connection with the closure of the Muncie facility, including
severance and the relocation of certain equipment and inventory. In accordance with SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities, the
severance costs, estimated to be approximately $270,000 pre-tax, will be expensed in the
third quarter, as the commitment to the restructuring plan and the communication of it to
the employees occurred in the third quarter of fiscal 2005. Further, in accordance with
SFAS No. 146, the Company will expense the facility exit and other costs, estimated to be
approximately $380,000, as they are incurred. All of the charges will be recorded in the
Manufacturing division of the Company.

8

---



# Note 7  Warranty
Disclosure

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

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

# Note 8 
Comprehensive Income

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

Comprehensive income and its
components consist of the following:

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

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

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

# Note 9  Retirement
Plans

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

9

---



Components of Net
Periodic Benefit Costs:

|For the three months ended:    | Pension Benefits | SERPBenefits | PostretirementHealth-Care Benefits
|------------------------------ | ---------------- | ------------ | ----------------------------------
|                               |                 
|                               |                  |              |                                   
|                               |                 
|Service cost                   |                  |              | $                                 
|Interest cost                  |                  |              |                                   
|Expected return on plan assets |                  |              |                                   
|Net amortization               |                  |              |                                   
|                               |                 
|Net periodic pension cost      |                  |              | $                                 
|                               |                 

|For the six months ended:      | Pension Benefits | SERPBenefits | PostretirementHealth-Care Benefits
|------------------------------ | ---------------- | ------------ | ----------------------------------
|                               |                 
|                               |                  |              |                                   
|                               |                 
|Service cost                   |                  |              | $                                 
|Interest cost                  |                  |              |                                   
|Expected return on plan assets |                  |              |                                   
|Net amortization               |                  |              |                                   
|                               |                 
|Net periodic pension cost      |                  |              | $                                 
|                               |                 

Employer Contributions

The Company has contributed $171,379
for the quarter and $339,657 for the six months ended January 1, 2005 to fund its
retirement plans compared to $171,249 and $343,277, respectively for the same periods in
the prior year. The Company anticipates contributing approximately an additional $340,000
to fund its retirement plans in fiscal 2005 for an estimated total of $680,000.

# Note 10  Segment
Information

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

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

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

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

10

---



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

|For the Three Months Ended: | Office 
Products
  OEM | Office
Products
 Dealer | Consumer | Distribution
  and Other | Manu-facturing | Corporate 
 and Other | Consolidated
    Total
|--------------------------- | ---------------------- | ----------------------- | -------- | ------------------------ | -------------- | --------------------- | ----------------------
|                            |                        |                         |          |                          |                |                       |                       
|January 1, 2005:            |                        |                         |          |                          |                |                       |                       
|Net sales to external       |                        |                        
|customers                   |                        |                         | $        | 10,223,620               |                | $                     | 2,351,052             
|Operating profit (loss)     |                        |                        
|before administrative       |                        |                        
|costs, other expenses and   |                        |                        
|income taxes                |                        |                         |          | 630,730                  |                |                       | 293,514               
|Administrative costs,       |                        |                        
|impairment charges and      |                        |                        
|other expenses              |                        |                         |          | -                        |                |                       | -                     
|Income tax expense          |                        |                         |          | -                        |                |                       | -                     
|Net income (loss)           |                        |                         |          | 630,730                  |                |                       | 293,514               
|                            |                        |                        
|December 27, 2003:          |                        |                        
|Net sales to external       |                        |                        
|customers                   |                        |                         | $        | 8,573,442                |                | $                     | 2,255,003             
|Operating profit (loss)     |                        |                        
|before administrative       |                        |                        
|costs, other expenses and   |                        |                        
|income taxes                |                        |                         |          | (631,686                 | )              |                       | 289,232               
|Administrative costs,       |                        |                        
|other expenses              |                        |                         |          | -                        |                |                       | -                     
|Income tax expense          |                        |                         |          | -                        |                |                       | -                     
|Net income (loss)           |                        |                         |          | (631,686                 | )              |                       | 289,232               

11

---



|For the Six Months Ended: | Office 
Products
  OEM | Office
Products
 Dealer | Consumer | Distribution
  and Other | Manu-facturing | Corporate 
 and Other | Consolidated
    Total
|------------------------- | ---------------------- | ----------------------- | -------- | ------------------------ | -------------- | --------------------- | ----------------------
|                          |                        |                         |          |                          |                |                       |                       
|January 1, 2005:          |                        |                         |          |                          |                |                       |                       
|Net sales to external     |                        |                        
|customers                 |                        |                         | $        | 20,425,762               |                | $                     | 4,780,867             
|Operating profit (loss)   |                        |                        
|before administrative     |                        |                        
|costs, other expenses and |                        |                        
|income taxes              |                        |                         |          | 1,193,196                |                |                       | 683,753               
|Administrative costs,     |                        |                        
|impairment charges and    |                        |                        
|other expenses            |                        |                         |          | -                        |                |                       | -                     
|Income tax expense        |                        |                         |          | -                        |                |                       | -                     
|Net income (loss)         |                        |                         |          | 1,193,196                |                |                       | 683,753               
|                          |                        |                        
|December 27, 2003:        |                        |                        
|Net sales to external     |                        |                        
|customers                 |                        |                         | $        | 17,969,195               |                | $                     | 4,737,678             
|Operating profit (loss)   |                        |                        
|before administrative     |                        |                        
|costs, other expenses and |                        |                        
|income taxes              |                        |                         |          | (1,518,553               | )              |                       | 541,650               
|Administrative costs,     |                        |                        
|other expenses            |                        |                         |          | -                        |                |                       | -                     
|Income tax expense        |                        |                         |          | -                        |                |                       | -                     
|Net income (loss)         |                        |                         |          | (1,518,553               | )              |                       | 541,650               

# Note 11  Legal
Contingencies

Two pending legal matters are
described in Note 10  Legal Contingencies in the 2004 Annual Report on Form 10-K.
There has been no change in the Canada Customs and Revenue Agency matter. In the case
involving the former employees claim for additional benefits under an executive
retirement plan, the Sixth Circuit Court of Appeals, in January 2005, denied the
plaintiffs appeal of the dismissal.

During the second quarter of fiscal
2005, a competitor filed a suit in the U.S. District Court of the Central District of
California alleging that the Company infringes two of the competitors U.S. patents.
The competitor is seeking monetary damages and injunctive relief. The Company has received
an opinion from its outside patent counsel that the Companys products do not
infringe the competitors patents. The Company has not yet answered, but intends to
deny any liability and vigorously defend the suit.

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

12

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

Certain matters discussed in this
section include forward-looking statements involving risks and uncertainties. When used in
this document, the words believes, expects,
anticipates, goal, think, forecast,
project, may, and similar expressions identify forward-looking
statements. Forward-looking statements include, but are not limited to, statements
concerning future revenue, net income growth, cash flows and capital expenditures. Such
statements are subject to certain risks and uncertainties, which could cause actual
results to differ materially from those expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date of this report.

# RESULTS OF OPERATIONS

# Net Sales

Net sales for the second quarter of
fiscal 2005 were $37.5 million compared to $34.3 million for the same period in the prior
year. Net sales for the first six months of fiscal 2005 were $75.9 million compared to
$70.4 million for the same period in the prior year. In total, the Company had new product
sales of $4.9 million and $11.0 million for the quarter and six months ended January 1,
2005. This compared to new product sales of $4.4 million and $9.8 million for the same
periods respectively in fiscal 2004. The Company consistently defines new product sales as
those products sold within a three-year period from the date of introduction.

The Distribution and Other segment
net sales of $17.0 million for the second quarter and $35.2 million for the first six
months of fiscal 2005 represented growth of 12.3% and 13.6%, respectively, over the same
periods in the prior year. The growth resulted primarily from the addition of several new
products. These include the Virtu line of upscale kitchen and bath accessories,
several new wood and wire storage accessory products and the expanded line of precision
ball bearing drawer slides, including the Precision Built family of slides. The
Company continues to identify new product solutions for this key market channel.

The Consumer segment net sales of
$7.9 million for the second quarter and $15.4 million for the first six months of fiscal
2005 represented a decline of 5.2% and 7.0%, respectively, over the same periods in the
prior year. Last year, the Company launched a number of new products to several key
customers during the first six months and filled the initial stocking orders during this
same period resulting in higher than normal sales. This segment continues to introduce new
products to its customers including an upscale line of glass shelving, a line of garage
organization products and an expanded offering of the Shelf Made instant shelves
such as display mantels and shadow boxes.

The Office Products Original
Equipment Manufacturer (OEM) segment net sales of $10.2 million for the second
quarter and $20.4 million for the first six months of fiscal 2005 represented growth of
19.2% and 13.7%, respectively, over the same periods in the prior year. The
Business and Institutional Furniture Manufacturers Association (BIFMA) results for
the five months ended November 2004, reported increased shipments of 4.4% compared to the
same period in the prior year. The Companys ability to provide customer specific
versions of KVs precision ball bearing drawer slides at competitive prices has been
the primary reason for its ability to outperform the overall market in this channel.

The Office Products Dealer segment
net sales increased slightly to $2.4 million for the second quarter and $4.8 million for
the first six months of fiscal 2005.The Company expects new products to help it
continue to record sales growth as it enters into the last six months of the fiscal year.
These products include the ProLiftix line of height adjustable tables, the
Polaris lever free adjustable keyboard system and the Proxi line of office
organization tools.

# Gross Profit

Gross profit, as a percentage of net
sales, was 18.6% for the second quarter and 18.1% for the first six months of fiscal 2005
compared to 20.9% and 20.2%, respectively, for the same periods in the prior year. The
gross profit was negatively impacted by the increased cost of steel. Since the beginning
of the calendar year, the average price of steel has increased over 70%. The increased
steel costs resulted in the Company paying approximately $2.1 million during

13

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

the second quarter and $4.6 million
for the six months ended January 1, 2005 more for steel if compared to steel pricing at
the beginning of the calendar year. During the second quarter of fiscal 2005, the Company
was able to charge approximately 80% of the increase to its customers.

While it is difficult to predict
whether the cost of steel will continue to escalate, market pricing appears to have
stabilized during the second quarter of fiscal 2005.

During the second quarter of fiscal
2005, the Company recorded additional depreciation expense of $304,115 in cost of goods
sold related to certain equipment that it had been utilizing for backup production of
precision drawer slide products. Those products are now being partially sourced from
overseas rather than manufactured in house, so the extra capacity is no longer required.
The useful life of the equipment identified for disposal was adjusted accordingly for
depreciation purposes.

During the first six months of fiscal
2005, the Office Products OEM segment has shown their cost for certain precision slides
partially sourced from Asia and partially produced domestically at the Asian cost
regardless of where the slides were produced. This resulted in improved profitability for
this segment of the business and correspondingly reduced the profitability of the
Manufacturing segment.

# Operating Expenses

Selling and administrative expenses,
as a percentage of net sales, were 14.7% for the second quarter and 15.0% for the first
six months of fiscal 2005 compared to 17.2% and 16.6%, respectively, for the same periods
in the prior year. The decrease in selling and administrative expense, as a percentage of
sales, reflects the fact that the Company has been successful in its ability to leverage
the fixed portion of its selling and administrative expenses while sales have grown.
Ongoing investments are being made in those products and markets where it believes that
such investments will generate future growth.

# Impairment Expenses

During the second quarter of fiscal
2005, the Company also recorded a pre-tax impairment charge of $115,089 related to the
precision drawer slide equipment discussed above that will be held and used or held for
sale.

In January 2005, the Board of
Directors approved a restructuring plan to close its Muncie, Indiana facility and relocate
its operations into existing available space in the Grand Rapids, Michigan facility. KV
recorded pre-tax impairment charges of $1,663,359, in the second quarter of fiscal 2005,
consisting of the write down of the long-lived assets; including real estate, fixed assets
and manufacturing equipment located in the Muncie facility to the lower of their carrying
value or their estimated fair values, less the disposition costs. Fair value estimates
were determined by the Companys management, with the assistance of independent
appraisers, and were based on estimated proceeds from sale. The fair value of the real
estate was determined to be $1.0 million and the equipment was adjusted to a fair value of
$220,000. Management anticipates that the closure of the facility and the relocation of
the operations will be completed prior to the end of its fiscal year.

The Company will also incur certain
qualifying exit costs in connection with the closure of the Muncie facility, including
severance and the relocation of certain equipment and inventory. The severance costs,
estimated to be approximately $270,000 pre-tax, will be expensed in the third quarter, as
the commitment to the restructuring plan and the communication of it to the employees will
occur in the third quarter of fiscal 2005. The Company will expense the facility exit and
other costs, estimated to be approximately $380,000, as they are incurred. All of the
charges will be recorded in the Manufacturing division of the Company.

14

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

Management believes that the decision
to relocate the Muncie operations will lower the Companys overall manufacturing
costs. The Company will be able to utilize the pool of stable skilled employees at its
Grand Rapids manufacturing facility, including the existing manufacturing expertise of its
in-house kaizen staff and industrial engineers. In addition, management believes that the
consolidation of operations will improve the Companys speed to market on its kitchen
and bath accessories, as the new product engineers and the test lab are located in Grand
Rapids.

Finally, management has estimated the
payback period for the closing of the Muncie facility will be approximately a year and a
half from the closure date.

# Interest and Other
Expenses, net

Interest expense was $401,538 and
$796,124 for the quarter and six months ended January 1, 2005, compared to $400,007 and
$789,938 for the same periods in the prior year, respectively. The slight change reflects
the increased cost of borrowings at the prime rate.

Other expense was $9,649 for the
second quarter of fiscal 2005 compared to other expense of $46,691 for the same quarter in
the prior year. For the first six months of fiscal 2005, other income was $77,779 compared
to other expenses of $49,689 for the same period in the prior year. The other income for
the first six months of fiscal 2005 reflects a settlement payment received in connection
with one of the Companys patents. The other expense shown in the prior year resulted
from exchange rate losses recorded on certain Canadian sales.

# Income Taxes

The effective tax rate was 31.5% for
the second quarter of fiscal 2005, compared to 45.2% for the same period in the prior
year. The effective rate for the second quarter of fiscal 2005 was lower than normal due
to the fact that the Feeny subsidiary has a net operating loss at the state level and was
unable to record a deferred tax benefit on the impairment charge. Those charges also
caused the Company to pay $31,920 in taxes for the first six months of fiscal 2005 on a
pre-tax loss. The effective tax rate for the first six months of fiscal 2004 was 33.8%.
The effective rate for the second quarter of fiscal 2004 was unfavorably impacted by
certain foreign tax obligations. This was partially offset for the six-month period by the
review and subsequent adjustment of certain deferred tax valuation reserves that were
deemed no longer necessary.

# Net Income (Loss)

Net loss for the second quarter of
fiscal 2005 was $522,815 or $0.12 per diluted share compared to net income of $441,904, or
$0.10 per diluted share for the same quarter of last year. A net loss of $132,304, or
$0.03 per diluted share was recorded for the first six months of fiscal 2005, compared to
net income of $1.1 million, or $0.25 per diluted share in the prior year. Fiscal
2005s loss included the pre-tax impairment charges and additional depreciation of
$2.1 million. In addition, higher steel costs have reduced gross margin.

# Liquidity and Capital
Resources

Net cash provided by operating
activities for the first six months of fiscal 2005 was $3.8 million compared to $2.8
million for the first six months of fiscal 2004. In fiscal 2005, the Company has been
successful in reducing its days outstanding in accounts receivable and improving its
inventory turns.

15

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

Cash used for investing activities
was $1.6 million for the first six months of fiscal 2005, compared to $785,577 used in the
same period in the prior year. Capital expenditures totaled $1.6 for the six months ended
January 1, 2005, compared to $764,415 for the first six months of the prior year. The
capital expenditures for the first six months of fiscal 2005 represented investments in
tooling for new products, a new showroom in Chicago and equipment for Asian production.

There were capital expenditure
commitments of approximately $868,000 for new product tooling and Asian production
equipment at January 1, 2005. Capital expenditures for the fiscal year are anticipated to
be approximately $4.0 million.

Cash used for financing activities
was $1.4 million for the first six months of fiscal 2005 and fiscal 2004. The expenditures
represent the Companys dividend payments to its shareholders.

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.

# Legal Proceedings

Two pending legal matters are
described in Note 10  Legal Contingencies in the 2004 Annual Report on Form 10-K.
There has been no change in the Canada Customs and Revenue Agency matter. In the case
involving the former employees claim for additional benefits under an executive
retirement plan, the Sixth Circuit Court of Appeals, in January 2005, denied the
plaintiffs appeal of the dismissal.

During the second quarter of fiscal
2005, a competitor filed a suit in the U.S. District Court of the Central District of
California alleging that the Company infringes two of the competitors U.S. patents.
The competitor is seeking monetary damages and injunctive relief. The Company has received
an opinion from its outside patent counsel that the Companys products do not
infringe the competitors patents. The Company has not yet answered, but intends to
deny any liability and vigorously defend the suit.

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

# New Accounting Standards

In December 2004, the Financial
Accounting Standards Board (FASB) issued a revision of SFAS No. 123(R),
Share-Based Payment, which supersedes APB Opinion No. 25. This statement focuses
primarily on transactions in which an entity obtains employee services in exchange for
share-based payments. Under SFAS No. 123(R), a public company generally is required to
measure the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award, with such cost recognized
over the applicable vesting period. In addition, SFAS No. 123(R) requires an entity to
provide certain disclosures in order to assist in understanding the nature of share-based
payments transactions and the effects of those transactions on the financial statements.
The provisions of SFAS No. 123(R) are required to be applied as of the beginning of the
first interim or annual reporting period that begins after June 15, 2005. As such, the
Company is required to adopt the provisions of SFAS No. 123(R) at the beginning of the
first quarter of fiscal 2006. The Company has not granted such awards over the past three
years. If in the future, it should grant any such awards it will evaluate the impact of
SFAS No. 123(R) on its consolidated financial statements.

16

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

In December 2004, the FASB issued
Staff Position (FSP) No. 109-1, Application of FASB Statement No. 109,
Accounting for Income Taxes, for the Tax Deduction Provided to U.S. Based Manufacturers by
the American Jobs Creation Act of 2004 (the Act). The FASB also issued
FSP 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004. The Company is currently
evaluating the impact that the Act will have on its consolidated financial statements and
expects to determine such impact prior to issuing its fiscal 2005 annual report.

In November 2004, the FASB issued
SFAS No. 151, Inventory Cost.This Statement amends the guidance in Accounting
Research Bulletin No. 43, Chapter 4, Inventory Pricing, to clarify the accounting
for abnormal amounts of idle facility expense, freight, handling costs, and wasted
material (scrap). SFAS No. 151 requires that those items be recognized as current-period
charges. In addition, this Statement requires that the allocation of fixed production
overheads to the costs of conversion be based on the normal capacity of the production
facilities. The provisions of SFAS No. 151 are effective for inventory costs incurred in
fiscal years beginning after June 15, 2005. As such, the Company is required to adopt
these provisions at the beginning of fiscal year 2007. The Company is currently evaluating
the impact of SFAS No. 151 on its consolidated statements.

# Critical Accounting
Policies

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

17

---



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

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

The Company is exposed to market
risks, which include changes in the Canadian dollar foreign currency exchange rate as
measured against the U.S. dollar and changes in U.S. interest rates. The Company holds a
derivative instrument in the form of an interest rate swap, which is viewed as a risk
management tool and is not used for trading or speculative purposes. The intent of the
interest rate swap is to effectively fix the interest rate on part of the borrowings under
the Companys variable rate revolving credit agreement. The derivative was recognized
as a liability on the balance sheet at its fair value of $922,698 at January 1, 2005 and
$1,391,133 at July 3, 2004.

The following table provides
information on the Companys fixed maturity investments as of January 1, 2005 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                       
Variable rate revolving credit
  agreement                            
First $20,000,000 at an interest rate
  of 2.41% (3 month LIBOR)
  plus weighted average
  credit spread of .85%;
Next $4,500,000 at an interest rate of
  2.29% (1 month LIBOR)
  plus weighted average
  credit spread of .85%;Interest Rate Swap
Notional amount                        
  Pay/Receive variable
     at 3 month LIBOR - 2.40%
  Pay fixed interest rate - 6.25% | Amount
$24,500,000  
$20,000,000 | Maturity Date
November 1, 2006
June 1, 2006
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------- | -------------------------------------------

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.

18

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES CONTROLS AND PROCEDURES

|Item 4. | Controls and Procedures
|------- | -----------------------



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

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

19

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

# PART II. OTHER
INFORMATION

|Item 1. | Legal Proceedings
|------- | -----------------

| |  | Two
pending legal matters are described in Note 10  Legal Contingencies in the 2004
Annual Report on Form 10-K. There has been no change in the Canada Customs and Revenue
Agency matter. In the case involving the former employees claim for additional
benefits under an executive retirement plan, the Sixth Circuit Court of Appeals, in
January 2005, denied the plaintiffs appeal of the dismissal.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the second quarter of fiscal 2005, a competitor filed a suit in the U.S. District Court of
the Central District of California alleging that the Company infringes two of the
competitors U.S. patents. The competitor is seeking monetary damages and injunctive
relief. The Company has received an opinion from its outside patent counsel that the
Companys products do not infringe the competitors patents. The Company has not
yet answered, but intends to deny any liability and vigorously defend the suit.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 15, 2004.
| | --- | ----------------------------------------------------------------------------------------------------------------

| | (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:
| | -----------------------------

| | Thomas A. Hilborn 
Robert J. Knape   
Christopher Norman | (1) (2)
 (1) (2)
(1) (3) | For
17,696,002
18,895,597
 1,849,924 | Withheld
   1,410,802
    211,206
   228,809 | 
| | -------------------------------------------------------- | ------------------------ | ------------------------------------ | -------------------------------------------- | 

| | (1) | Term expires in 2007.
| | --- | ---------------------

| | (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:
| | -----------------------------------------------------------------------

| | William
R. Dutmers, Richard S. Knape and Michael J. Kregor, terms expiring in 2005 and John E.
Fallon and Gregory Lambert, terms expiring in 2006.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | 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.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

---



| | 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.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Knape
& Vogt furnished the following Forms 8-K during the quarter ended January 1, 2005.
| | ----------------------------------------------------------------------------------------

| | Date of Report
October 14, 2004     
October 15, 2004 | Filing Date     
October 14, 2004
October 18, 2004 | Items Reported
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 October 2, 2004.
The press release included summary
consolidated financial data for the fiscal
quarters ended October 2, 2004 and
September 27, 2003.  The press release
also contained balance sheet information
as of October 2, 2004 and September 27
2003.
Under Item 5.03 reporting a bylaw
amendment changing the annual meeting date
to Friday of the third week in October. | 
| | ----------------------------------------------------- | -------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

21

---



# SIGNATURES

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

|Date:        January 31, 2005
           Date:        January 31, 2005
            |  | Knape & Vogt Manufacturing Company      (Registrant)/s/ William R. Dutmers
William R. DutmersChairman of the Board andChief Executive Officer/s/ Leslie J. Cummings
Leslie J. CummingsVice President of Finance andTreasurer
|-------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

---



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.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

---



# 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 31, 2005

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

24

---



# 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 31, 2005

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

25

---



# 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 January 1, 2005
                    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 January 1, 2005 fairly presents, in all material
respects, the                     financial condition and results of operations of Knape
& Vogt Manufacturing                     Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Dated: January 31, 2005 |  | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and Chief Executive Officer
|----------------------- |  | -------------------------------------------------------------------------------------------

26

---



# 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 January 1, 2005
                    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 January 1, 2005 fairly presents, in all material
respects, the                     financial condition and results of operations of Knape
& Vogt Manufacturing                     Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Dated:
January 31, 2005 |  | /s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and
Treasurer
|----------------------- |  | ---------------------------------------------------------------------------------

27