UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 28, 2002

OR

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


For the Transition Period From ____________________To ____________________

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

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

(616) 459-3311
(Telephone Number)

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

YES X   
NO

|2,276,312 | common shares were outstanding as of October 25, 2002.        
|--------- | --------------------------------------------------------------
|2,241,003 | Class B common shares were outstanding as of October 25, 2002.

---

# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# INDEX

`PART I.                              FINANCIAL INFORMATION                                Page No.

         Item 1.  Financial Statements.

                  Condensed Consolidated Balance Sheets
                  --September 28, 2002 and June 29, 2002.......................................2

                  Condensed Consolidated Statements of Income
                  --Three Months Ended September 28, 2002 and September 29, 2001...............3

                  Condensed Consolidated Statement of Stockholders' Equity
                  --Three Months Ended September 28, 2002......................................4

                  Condensed Consolidated Statements of Cash Flows
                  --Three Months Ended September 28, 2002 and September 29, 2001...............5

                  Notes to Condensed Consolidated Financial Statements.......................6-8

         Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations....................................9-10

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk..................11

         Item 4.  Controls and Procedures.....................................................11

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings...........................................................12

         Item 6.  Exhibits and Reports on Form 8-K............................................12

SIGNATURES        ............................................................................13

SECTION 302 CERTIFICATIONS.................................................................14-15`

1

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# PART I.
FINANCIAL INFORMATION

# CONDENSED
CONSOLIDATED BALANCE SHEETS

`(Unaudited)            (Audited)
                                                                Sept. 28, 2002        June 29, 2002
                                                           --------------------    -----------------
Assets

Current assets
     Cash                                                  $         6,029,634     $      5,430,543
     Accounts receivable - net                                      15,218,213           17,025,929
     Inventories                                                    14,058,718           13,162,145
     Prepaid expenses                                                1,620,564            1,530,967
                                                           --------------------    -----------------
Total current assets                                                36,927,129           37,149,584
                                                           --------------------    -----------------

Property, plant and equipment                                       81,176,936           80,739,965
Less accumulated depreciation                                       45,203,210           43,479,535
                                                           --------------------    -----------------
Net property, plant and equipment                                   35,973,726           37,260,430
                                                           --------------------    -----------------

Goodwill                                                             4,772,837            4,772,837
Prepaid pension cost                                                 8,367,454            8,416,900
Other assets                                                           282,930              291,667
                                                           --------------------    -----------------
                                                           $        86,324,076     $     87,891,418
                                                           ====================    =================

Liabilities and Stockholders' Equity

Current liabilities
     Accounts payable                                      $         8,931,462            9,849,513                                                                                                                       $
     Other accrued liabilities                                      10,090,329           10,114,260
                                                           --------------------     ----------------
Total current liabilities                                           19,021,791           19,963,773

Long-term debt                                                      20,000,000           20,000,000
Deferred income taxes and other long-term liabilities               12,250,356           11,714,426
                                                             ------------------      ---------------
Total liabilities                                                   51,272,147           51,678,199
                                                            -------------------     ----------------

Stockholders' Equity
Common stock (Common - 2,276,670 and 2,272,754 shares issued,
       Class B common - 2,241,245 and 2,244,398 shares issued,
       Preferred - unissued)                                         9,035,830            9,034,304
Additional paid-in capital                                           7,558,073            7,550,062
Unearned stock grant                                                   (94,500)             (94,500)
Accumulated other comprehensive income (loss):
       Foreign currency translation adjustment                        (181,612)             (85,799)
       Derivative adjustment                                        (1,600,329)          (1,041,158)
       Minimum supplemental executive retirement plan
          liability adjustment                                      (1,026,463)          (1,027,503)
Retained earnings                                                   21,360,930           21,877,813
                                                             ------------------     ----------------
Total stockholders' equity                                          35,051,929            36,213,219
                                                            -------------------     ----------------

                                                            $       86,324,076            87,891,418                                                                                                                       $
                                                            ===================     ================
See accompanying notes.`

2

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# CONDENSED
CONSOLIDATED STATEMENTS OF INCOME

                                                              (Unaudited)

`Three Months Ended
                                                              ------------------

                                                    Sept. 28, 2002         Sept. 29, 2001
                                                    ----------------       ---------------

Net sales                                        $       30,998,190    $       33,089,192

Cost of sales                                            23,944,259            25,859,111
                                                 -------------------   -------------------

Gross profit                                              7,053,931             7,230,081

Selling and administrative expenses                       6,150,443             5,459,383

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

Operating income                                            632,163             1,770,698

Interest expense                                            357,436               400.535

Other income, net                                           (38,236)             (24,465)
                                                 -------------------   -------------------

Income before income taxes                                  312,963             1,394,628

Income taxes                                                118,000               489,000
                                                 -------------------   -------------------

Net income                                       $          194,963    $          905,628
                                                 ===================   ===================

Basic earnings per share:
Net income per share                             $             0.04    $             0.20
                                                 ===================   ===================

Weighted average shares outstanding                       4,517,458             4,616,964

Diluted earnings per share:
Net income per share                             $             0.04    $             0.20
                                                 ===================   ===================

Weighted average shares outstanding                       4,517,458             4,616,964

Cash dividend - common stock                     $             .165    $             .165

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



See accompanying notes.`

3

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

                                                              (Unaudited)

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

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

Comprehensive income
  Net income                                     -               -             -                 -        194,963         194,963
  Foreign currency translation adjustment        -               -             -           (95,813)             -               -
  Minimum SERP adjustment                        -               -             -             1,040              -               -
  Loss on derivative instrument                  -               -             -          (559,171)             -               -
                                                                                     --------------
  Other comprehensive loss                       -               -             -          (653,944)             -        (653,944)
                                                                                                                    --------------
Comprehensive income [loss]                                                                                              (458,981)
                                                                                                                    --------------

Cash dividends                                   -               -             -                 -       (711,846 )      (711,846)
Restricted stock forfeited                    (100)           (601)                                                          (701)
Restricted stock issued                      1,626           8,612             -                 -              -          10,238
------------------------------------------------------------------------------------------------------------------------------------

Balance, September 28, 2002            $ 9,035,830   $   7,558,073   $   (94,500)   $   (2,808,404)  $ 21,360,930    $ 35,051,929
====================================================================================================================================`

4

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                              (Unaudited)

`Three Months Ended
                                                                       ------------------

                                                               Sept. 28, 2002          Sept. 29, 2001
                                                            ------------------      ------------------
Operating Activities:
     Net income                                            $          194,963                 905,628                                                                                                                     $
     Non-cash items:
         Depreciation and amortization                              1,751,461               1,891,440
         Deferred income taxes                                        (60,000)                (72,000)
         Other long-term liabilities                                   92,128                 134,622
         Severance                                                    271,325                       -
         Loss on disposal of fixed assets                              56,569                  68,232
         Changes in operating assets and liabilities:
              Accounts receivable                                   1,750,486                 996,733
              Inventories                                            (896,573)               (201,024)
              Other current assets                                    (91,276)                509,431
              Accounts payable and accrued expenses                  (866,484)                226,854
                                                           -------------------      ------------------
     Net cash provided by operating activities                      2,202,599               4,459,916
                                                           -------------------      ------------------

Investing Activities:
     Additions to property, plant and equipment                    (1,014,967)             (1,488,032)
     Proceeds from sales of property, plant and equipment             215,527                 105,705
     Payments for other non-current assets                                  -                  (8,891)
                                                           -------------------      ------------------
     Net cash used for investing activities                          (799,440)             (1,391,218)
                                                           -------------------      ------------------

Financing Activities:
     Dividends paid                                                  (711,846)               (726,545)
     Repurchase and retirement of common stock                              -                 (66,174)
     Borrowings on long-term debt                                           -               9,510,000
     Payments on long-term debt                                             -             (10,980,000)
                                                           -------------------      ------------------
     Net cash used for financing activities                          (711,846)             (2,262,719)
                                                           -------------------      ------------------

Effect of Exchange Rate Changes on Cash                               (92,222)                (84,153)
                                                           -------------------      ------------------

Net Increase in Cash and Equivalents                                  599,091                 721,826

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

Cash and equivalents, end of period                        $        6,029,634               2,835,766                                                                                                                     $
                                                           ===================      ==================

Cash Paid During the Period - interest                     $          364,446                 407,403                                                                                                                     $
                            - income taxes                 $                -                  20,000                                                                                                                     $

See accompanying notes.`

5

---

# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                              (Unaudited)

## Note 1 
Summary of Significant Accounting Policies

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

The Company utilizes a 52-
or 53-week fiscal year, which ends on the Saturday nearest the end of June. The
fiscal years ending June 29, 2002 and June 28, 2003 each contain 52 weeks. Both
three-month periods ended September 28, 2002 and September 29, 2001 contained 13
weeks.

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

## Note 2 
New Accounting Standards

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

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

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

## Note 3 
Derivative Instrument

The Company uses an
interest rate swap agreement to modify a portion of the variable rate revolving
line of credit to a fixed rate obligation, thereby reducing the exposure to
market rate fluctuations. The interest rate swap agreement is designated as a
hedge, and effectiveness is determined by matching the principal balance and
terms with that specific obligation. Amounts currently due to or from
interest-rate-swap-counter parties are recorded in interest expense in the
period in which they accrue. The derivative was recognized as a liability on the
balance sheet at its fair value of $2,462,329 at September 28, 2002 and
$1,602,158 at June 29, 2002.

6

---

## Note 4 -
Common Stock and Per Share Information

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

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

`Sept. 28, 2002               Sept. 29, 2001
                                            ---------------------         --------------------
Numerators:
  Numerator for both basic and
  diluted EPS, net income                               $194,963                     $905,628
                                            =====================         ====================
Denominators:
  Denominator for both basic and
  diluted EPS, weighted-average
  common shares outstanding                            4,517,458                    4,616,964
                                            =====================         ====================`

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.

`Sept. 28, 2002               Sept. 29, 2001
                                            ---------------------         --------------------
Exercise Price
  $12.58                                                       -                        4,995
  $13.64                                                  19,254                       20,410
  $14.09                                                  19,525                       20,350
  $16.74                                                   9,988                       10,594
  $18.18                                                   9,075                        9,625
  $18.41                                                 130,279                            -
  $26.54                                                  61,413                       62,432`

## Note 5 -
Inventories

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

`Sept. 28, 2002             June 29, 2002
                                                --------------             -------------
Finished products                                 $  9,748,348           $     8,767,282
Work in process                                      1,679,684                 1,728,418
Raw materials                                        2,630,686                 2,666,445
                                                    ----------          ----------------
Total                                           $  14,058,718             $   13,162,145
                                                ==============            ==============`

## Note 6 -
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:

`Three months ended                              Sept. 28, 2002      Sept. 29, 2001
-----------------------------------------------------------------------------------
Net income                                            $194,963            $905,628
Other comprehensive income:
  Foreign currency translation adjustment              (95,813)            (98,651)
  Derivative adjustment                               (559,171)           (717,142)
  Minimum SERP liability adjustment                      1,040               1,078
                                              -----------------    ----------------
Comprehensive income (loss)                          $(458,981)            $90,913
                                              =================    ================`

7

---

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

`Sept. 28,  2002                 Sept. 29,  2001
                                  ----------------------------------------------------------------
                                      Pre-Tax        After-Tax         Pre-Tax           After-Tax
                                  ----------------------------------------------------------------
Change in fair value of
   interest rate swap               $(641,025)      $(416,726)         $(981,225)      $(637,225)
Settlement to interest expense       (219,146)       (142,445)          (122,917)        (79,917)
                                  ----------------------------------------------------------------
Other comprehensive loss            $(860,171)      $(559,171)       $(1,104,142)     $ (717,142)
                                  ================================================================`

## Note 7 
Segment Information

The following table
presents information about the results of operations for each of the
Companys reportable segments for the 13 weeks ended September 28, 2002 and
September 29, 2001, respectively.

`Home and
                                                       Commercial        Corporate and      Consolidated
                                 Office Products        Products             Other              Total
                             ----------------------------------------------------------------------------
September 28, 2002:
  Net sales                        $9,551,713        $21,446,477      $          -         $30,998,190
  Operating profit (loss)               5,128          3,119,675        (2,492,640)            632,163

September 29, 2001:
  Net sales                        10,881,060         22,208,132                 -          33,089,192
  Operating profit (loss)             (79,913)         3,095,615        (1,245,004)          1,770,698`

## Note 8 
Assets Held for Sale

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

## Note 9 
Legal Contingencies

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

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

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

8

---

# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# MANAGEMENTS
DISCUSSION AND ANALYSIS OF

# FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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

## RESULTS OF
OPERATIONS

## Net Sales

Net sales for the first
quarter of fiscal 2003 were $31.0 million compared to $33.1 million for the same
period in the prior year. The decline in net sales of 6.3% reflects the start-up
of a consignment inventory program in one market channel of the Home and
Commercial division, along with the continued economic downturn in the office
furniture market.

During the first quarter of
fiscal 2003, the Home and Commercial division had net sales of $21.4 million
compared to $22.2 million in the first quarter of fiscal 2002. The launch of the
consignment inventory program resulted in a one-time reduction of gross sales of
approximately $1.5 million. While the start of the program lowered sales in the
first quarter of fiscal 2003, management believes that it will strengthen
KVs position in this key market channel and will ultimately lead to
expanded sales opportunities. During the first quarter of fiscal 2003, the
Company began to realize sales from its recently introduced new products in this
market including the 4 X 4 Pocket Door  drawer slide, the Fins &
Bins and the Wine Wall.

The Office Products
division had net sales of $9.6 million for the first quarter of fiscal 2003,
compared to $10.9 million for the same period in the prior year. This period
over period decline of approximately 12% reflects the continued downturn in the
office furniture industry as a whole, as seen in the BIFMA results for the
months of July and August 2002, which showed a decline of approximately 15% in
shipments. Despite the downturn in this market, the idea@WORK product line
continued to show sales growth in the first quarter. The increased sales growth
of this key product line reflected a gain in market share, along with sales from
new products, such as the Mantis flat screen monitor arm and the
Keynetix2 adjustable keyboard.

In total, the Company had
new product sales of $2.7 million in the first quarter of fiscal 2003 compared
to $1.3 million in fiscal 2002.

## Gross Profit

Gross profit, as a
percentage of net sales, was 22.8% for the first quarter of fiscal 2003 compared
to 21.9% for the same period in the prior year. The lower sales volumes in the
first quarter of fiscal 2003 made it more difficult for the Company to fully
leverage its fixed overhead costs, however, the Company has been successful in
maintaining its focus on lean manufacturing and lowering its costs. In addition,
the gross margins have benefited from the sales of more ergonomic and Real
Solutions For Real Life products, which have a higher profit margin.

## Operating
Expenses

Selling and administrative
expenses, as a percentage of net sales, for the first quarter ended September
28, 2002, were 19.8% compared to 16.5% in the same period in the prior year. The
increase from the prior year was due to the higher operating costs associated
with the ergonomic product line combined with the Companys advertising and
marketing costs incurred to launch new products in both of its divisions. The
Company has also incurred costs to reintroduce its line of kitchen and bath
accessories under the Real Solutions For Real Life logo.

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

9

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

# MANAGEMENTS
DISCUSSION AND ANALYSIS OF

# FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

                                                              (Continued)

## Other Expenses

Interest expense was
$357,436 for the first quarter of fiscal 2003, compared to $400,535 for the same
period in the prior year. The decrease in interest expense was attributable to
the lower level of borrowings during the first quarter of fiscal 2003.

Other miscellaneous income
was $38,236 for the first quarter of fiscal 2003, compared to $24,465 in the
prior year. The income represents royalties payments made by a third party on
certain precision drawer slide patents.

## Income Taxes

The effective tax rate for
the quarter ended September 28, 2002, was 37.7% compared with the rate of 35.1%
for the same period in the prior year. The higher rate reflects the impact of
foreign tax rates and certain increases in state income tax rates.

## Net Income

For the quarter ended
September 28, 2002, net income was $194,963 or $0.04 per diluted share compared
to $905,628 or $0.20 per diluted share for the first quarter of last year. The
decrease in net income in the first quarter of fiscal 2003 was primarily
attributable to the lower sales volume and higher selling costs.

## Liquidity and
Capital Resources

Net cash from operating
activities for the first three months of fiscal 2003 provided $2,202,599 as
compared to $4,459,916 for the first three months of fiscal 2002. The lower cash
flow from operating activities reflects lower earnings in the first quarter of
fiscal 2003 compared to the first quarter of fiscal 2002. In addition, lower
sales volumes during the first quarter of fiscal 2003 resulted in a lower level
of purchases from the Companys vendors, which reduced the accounts payable
balance.

Capital expenditures
totaled $1,014,967 for the three months ended September 28, 2002, compared to
$1,488,032 for the three months ended September 29, 2001. The fiscal 2003
capital expenditures represented investments in tooling for new products,
including the Hopper and certain precision drawer slides, along with
investment in our web-based customer service application. There were no
significant capital expenditure commitments at September 28, 2002. Capital
expenditures are anticipated to remain at approximately the same level as
depreciation.

The long-term debt balance
has remained consistent at $20,000,000, when compared to June 29, 2002.

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

10

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# KNAPE &
VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market
risks, which include changes in the foreign currency exchange rate as measured
against the U.S. dollar and changes in U.S. interest rates. The Company holds a
derivative instrument in the form of an interest rate swap, which is viewed as a
risk management tool and is not used for trading or speculative purposes. The
intent of the interest rate swap is to effectively fix the interest rate on part
of the borrowings under the Companys variable rate revolving credit
agreement. The derivative was recognized as a liability on the balance sheet at
its fair value of $2,462,329 at September 28, 2002 and $1,602,158 at June 29,
2002.

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

The following table
provides information on the Companys fixed maturity investments as of
September 28, 2002 that are sensitive to changes in interest rates. The table
also presents the corresponding interest rate swap on this debt. Since the
interest rate swap effectively fixes the interest rate on the notional amount of
debt, changes in interest rates have no current effect on the interest expense
recorded by the Company on the portion of the debt covered by the interest rate
swap.

`Liability                                              Amount                   Maturity Date
------------------                                   ---------                  -------------
Variable rate revolving credit
  agreement                                        $20,000,000                  November 1, 2004
First $20,000,000 at an interest rate
  of 1.805% plus weighted average
  credit spread of .625%


Interest Rate Swap
------------------
Notional amount                                    $20,000,000                  June 1, 2006
  Pay fixed/Receive variable - 1.80625%
  Pay fixed interest rate - 6.25%`

The Company has a sales office located in Canada.  Sales are typically  denominated in Canadian dollars,  thereby creating exposures to
changes in exchange rates.  The changes in the  Canadian/U.S.  exchange rate may positively or negatively  affect the Company's  sales,
gross margins and retained  earnings.  The Company  attempts to minimize  currency  exposure  through working capital  management.  The
Company does not hedge its exposure to translation gains and losses relating to foreign currency net asset exposures.

Item 4.  Controls and Procedures

| | (a) | Evaluations of Disclosure Controls and Procedures

                  In order to ensure that the information that we must disclose in our filings with the Securities and Exchange
                  Commission is recorded, processed, summarized and reported on a timely basis, we have adopted disclosure controls
                  and procedures.  Our Chief Executive Officer, William R. Dutmers, and our Vice President of Finance and Treasurer,
                  Leslie J. Cummings, have reviewed and evaluated the Company's disclosure controls and procedures (as defined in
                  Exchange Act Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date of this Form 10-Q
                  Quarterly Report (the "Evaluation Date")), and have concluded that as of the Evaluation Date, the Company's
                  disclosure controls and procedures are appropriate and that no changes are required at this time.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Changes in Internal Controls

                  There were no significant  changes in the Company's  internal  controls or in other factors that could  significantly
                  affect internal controls  subsequent to the date of the most recent evaluation,  nor any significant  deficiencies or
                  material  weaknesses in such internal controls requiring  corrective actions. As a result, no corrective actions were
                  taken.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

11

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

Item 1.         Legal Proceedings

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

Item 6.       Exhibits and Reports on Form 8-K

| | (a) | Exhibits
                  Exhibit 99.1 - Certification of William R. Dutmers, Chaiman of the Board and Chief Executive Officer,
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
                  Exhibit 99.2 - Certification of Leslie J. Cummings, Vice President of Finance and Treasurer,
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Reports on Form 8-K
                  A Current Report on Form 8-K for August 16, 2002, was filed with the Securities and Exchange  Commission under Item 9
                  to report on Regulation FD Disclosure.                                                                                                                                                                                                                                                                                                                       

12

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SIGNATURES

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

|                       | Knape & Vogt Manufacturing Company
          
          (Registrant)                       
|---------------------- | -------------------------------------------------------------------------------------------
|                      
|Date: October 28, 2002 | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and
Chief Executive Officer
|                      
|Date: October 28, 2002 | /s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and
Treasurer          

13

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CERTIFICATION

I, William R. Dutmers, certify that:

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

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

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

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

| | a. | Designed such disclosure  controls and procedures to ensure that material  information  relating to the registrant,  including
                  its consolidated  subsidiaries,  is made known to us by others within those entities,  particularly during the period
                  in which this quarterly report is being prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

|Date: October 28, 2002 | /s/ William R. Dutmers

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

14

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CERTIFICATION

I, Leslie J. Cummings, certify that:

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

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

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

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

| | a. | Designed such disclosure  controls and procedures to ensure that material  information  relating to the registrant,  including
                  its consolidated  subsidiaries,  is made known to us by others within those entities,  particularly during the period
                  in which this quarterly report is being prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

|Date: October 28, 2002 | /s/ Leslie J. Cummings

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

15

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EXHIBIT 99-1

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

| |  | (1) | the Quarterly Report on Form 10-Q for the three months ended September 28, 2002 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 September 28, 2002 fairly
                      presents, in all material respects, the financial condition and results of operations of Knape & Vogt
                      Manufacturing Company.
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: October 28, 2002 | /s/ William R. Dutmers

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

16

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EXHIBIT 99-2

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

| |  | (1) | the Quarterly Report on Form 10-Q for the three months ended September 28, 2002 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 September 28, 2002 fairly
                      presents, in all material respects, the financial condition and results of operations of Knape & Vogt
                      Manufacturing Company.
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: October 28, 2002 | /s/ Leslie J. Cummings

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

17

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