# 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 March 27, 2004

OR

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

For the Transition
Period From ____________________To ____________________

Commission File Number
0-1859

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 April 20, 2004, Knape & Vogt Manufacturing Company had 2,331,860 shares of Common
Stock outstanding and 2,184,489 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                                                                                   | 
|--March 27, 2004 and June 28, 2003                                                                                      | 
|                                                                                                                       
|Condensed Consolidated Statements of Income                                                                             | 
|--Nine Months and Three Months Ended March 27, 2004 and March 29, 2003                                                  | 
|                                                                                                                       
|Condensed Consolidated Statement of Stockholders' Equity                                                                | 
|--Nine Months Ended March 27, 2004                                                                                      | 
|                                                                                                                       
|Condensed Consolidated Statements of Cash Flows                                                                         | 
|--Nine Months and Three Months Ended March 27, 2004 and March 29, 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 6.  Exhibits and Reports on Form 8-K                                                                               | 
|                                                                                                                       
|SIGNATURES                                                                                                              | 
|                                                                                                                       
|EXHIBIT INDEX                                                                                                           | 

1

---



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

|                                                       | (Unaudited)March 27, 2004 |  | June 28, 2003
|------------------------------------------------------ | ------------------------- |  | -------------
|                                                       |                           |  |              
|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 - 2,330,027 and 2,293,433 shares  |                           | 
|issued and outstanding, Class B common - 2,186,322 and |                           | 
|2,222,202 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

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENTS OF INCOME(Unaudited)

|                                     | For the Nine Months Ended |  | For the Three Months Ended |            
|------------------------------------ | ------------------------- |  | -------------------------- | -----------
|                                     |                           |  |                           
|                                     |                           |  |                            |            
|Net sales                            |                           |  | $                          | 107,215,636
|                                     |                           | 
|Cost of sales                        |                           |  |                            | 85,055,330 
|                                     |                           |  |                            |            
|Gross profit                         |                           |  |                            | 22,160,306 
|                                     |                           | 
|Selling and administrative expenses  |                           |  |                            | 17,438,067 
|                                     |                           | 
|Severance                            |                           |  |                            | --         
|                                     |                           |  |                            |            
|Operating income                     |                           |  |                            | 4,722,239  
|                                     |                           | 
|Interest and other expenses, net     |                           |  |                            | 1,216,043  
|                                     |                           |  |                            |            
|Income before income taxes           |                           |  |                            | 3,506,196  
|                                     |                           | 
|Income taxes                         |                           |  |                            | 1,256,073  
|                                     |                           |  |                            |            
|Net income                           |                           |  | $                          | 2,250,123  
|                                     |                           |  |                            |            
|Basic and diluted earnings per share |                           |  | $                          | 0.50       
|                                     |                           |  |                            |            
|Weighted average shares outstanding  |                           |  |                            | 4,516,208  
|                                     |                           | 
|Cash dividend - common stock         |                           |  | $                          | .495       
|                                     |                           | 
|Cash dividend - Class B common stock |                           |  | $                          | .45        

See accompanying notes.

3

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)

|                                        | Common
 stock |  | Additional
   paid-in
   capital |           | Unearned
   stock
   grant |   | Accumulated
       other
comprehensive
        loss |  | Retained earnings |         | Total
|--------------------------------------- | ------------- |  | -------------------------------- | --------- | -------------------------- | - | --------------------------------------------------- |  | ----------------- | ------- | -----
|                                       
|Balance, June 28, 2003                  |               |  | $                                | 9,031,270 |                            | $ | 7,538,684                                           |  | $                 | (94,500 | )    
|                                        |               | 
|Comprehensive income                    |               | 
|Net income                              |               |  |                                  | --        |                            |   | --                                                  |  |                   | --      |      
|Foreign currency translation adjustment |               |  |                                  | --        |                            |   | --                                                  |  |                   | --      |      
|Gain on derivative instrument           |               |  |                                  | --        |                            |   | --                                                  |  |                   | --      |      
|                                        |              
|Other comprehensive income              |               |  |                                  | --        |                            |   | --                                                  |  |                   | --      |      
|                                        |              
|Comprehensive income                    |               |  |                                  |           | 2,740,755                  |  
|                                        |              
|                                        |               | 
|Cash dividends                          |               |  |                                  | --        |                            |   | --                                                  |  |                   | --      |      
|Restricted stock issued                 |               |  |                                  | 1,428     |                            |   | 6,065                                               |  |                   | --      |      
|                                       
|                                        |               | 
|Balance, March 27, 2004                 |               |  | $                                | 9,032,698 |                            | $ | 7,544,749                                           |  | $                 | (94,500 | )    
|                                       

See accompanying notes.

4

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS(Unaudited)

|                                                     | Nine Months Ended
|---------------------------------------------------- | -----------------
|                                                    
|                                                     |                  
|Operating Activities:                                |                  
|Net income                                           |                  
|Non-cash items:                                      |                  
|Depreciation and amortization                        |                  
|Deferred income taxes                                |                  
|Change in retirement plans cost                      |                  
|Severance                                            |                  
|Loss (gain) on disposal of fixed assets              |                  
|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                                       |                  
|Repurchase and retirement of common stock            |                  
|Borrowings on long-term debt                         |                  
|Payments on capital leases                           |                  
|                                                     |                  
|Net cash used for financing activities               |                  
|                                                     |                  
|Effect of Exchange Rate Changes on Cash              |                  
|                                                     |                  
|Net Increase/(Decrease) in Cash and Equivalents      |                  
|                                                    
|Cash and equivalents, beginning of year              |                  
|                                                     |                  
|Cash and equivalents, end of period                  |                  
|                                                     |                  
|Cash Paid During the Period - interest               |                  
|- income taxes                                       |                  

See accompanying notes.

5

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

# Note 1  Summary of
Significant Accounting Policies

The accompanying unaudited condensed
consolidated financial statements have been prepared reflecting all adjustments, which
are, in the opinion of management, necessary for a fair presentation of the statements of
financial position, results of operations and cash flows and consist of only normal
recurring adjustments. Interim results are not necessarily indicative of the results for
the year-end and are subject to year-end adjustments, and audit by independent public
auditors. The condensed consolidated financial statements and notes should be read in
conjunction with the Companys 2003 annual report.

The Company utilizes a 52- or 53-week
fiscal year, which ends on the Saturday nearest the end of June. The fiscal year ended
June 28, 2003 contained 52 weeks, while the fiscal year ending July 3, 2004 will contain
53 weeks. Both nine-month periods ended on March 27, 2004 and March 29, 2003 contained 39
weeks.

# Revenue Recognition

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

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

# Note 2  New
Accounting Standards

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

# 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, notional amount $20,000,000, was recognized
as a liability on the balance sheet at its fair value of $1,942,783 at March 27, 2004 and
$2,554,980 at June 28, 2003.

# Note 4  Common
Stock and Per Share Information

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

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

6

---



|                               | For the nine months ended |  | For the three months ended
|------------------------------ | ------------------------- |  | --------------------------
|                               | March 27, 2004            |  | March 29, 2003            
|                               |                           |  |                           
|Numerators:                    |                           |  |                           
|Numerator for both basic and   |                           | 
|diluted EPS, net income        |                           |  | $                         
|                               |                           |  |                           
|Denominators:                  |                           | 
|Denominator for both basic and |                           | 
|diluted EPS,weighted-average   |                           | 
|common shares outstanding      |                           |  |                           
|                               |                           |  |                           

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

|               | March 27, 2004 |     | March 29, 2003
|-------------- | -------------- | --- | --------------
|               |                |     |               
|Exercise Price |                |     |               
|$              | 13             | .64 |               
|$              | 14             | .09 |               
|$              | 16             | .74 |               
|$              | 18             | .18 |               
|$              | 18             | .41 |               
|$              | 18             | .48 |               
|$              | 26             | .54 |               

# Note 5  Inventories

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

|                      | March 27, 2004 |  | June 28, 2003
|--------------------- | -------------- |  | -------------
|                      |                |  |              
|Finished products     |                |  | $            
|Consignment inventory |                |  |              
|Work in process       |                |  |              
|Raw materials         |                |  |              
|                      |                |  |              
|Total                 |                |  | $            
|                      |                |  |              

# Note 6  Warranty
Disclosure

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

|                                                 | For      the      Nine       Months
Ended |  | For the Three Months Ended |               
|------------------------------------------------ | ----------------------------------------- |  | -------------------------- | --------------
|                                                 |                                           |  |                            | March 27, 2004
|                                                 |                                           |  |                            |               
|Accrued warranty costs  at  beginning  of period |                                           |  | $                          | 275,195       
|Payments made for warranty costs                 |                                           |  |                            | (153,177      
|Accrual for product warranty                     |                                           |  |                            | 154,025       
|                                                 |                                           |  |                            |               
|Accrued warranty costs at end of period          |                                           |  | $                          | 276,043       
|                                                 |                                           |  |                            |               

7

---



# Note 7 
Comprehensive Income

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

Comprehensive income and its
components consist of the following:

|                                        | For      the      Nine       Months
Ended |  | For the Three Months Ended |               
|--------------------------------------- | ----------------------------------------- |  | -------------------------- | --------------
|                                        |                                           |  |                            | March 27, 2004
|                                        |                                           |  |                            |               
|Net income                              |                                           |  | $                          | 2,250,123     
|Other comprehensive income:             |                                           | 
|Foreign currency translation adjustment |                                           |  |                            | 92,435        
|Gain (loss) on derivative instrument    |                                           |  |                            | 398,197       
|Minimum SERP liability adjustment       |                                           |  |                            | --            
|                                        |                                           |  |                            |               
|Comprehensive income                    |                                           |  | $                          | 2,740,755     
|                                        |                                           |  |                            |               

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

|                                           | For       the        Nine        Months        Ended |  | For the Three Months Ended
|------------------------------------------ | ---------------------------------------------------- |  | --------------------------
|                                           | March 27, 2004                                       |  | March 29, 2003            
|                                           |                                                      |  |                           
|                                           |                                                      |  |                           
|                                           |                                                      |  |                           
|Change in fair value of interest rate swap |                                                      |  | $                         
|Settlement to interest expense             |                                                      |  |                           
|                                           |                                                      |  |                           
|Other comprehensive income (loss)          |                                                      |  | $                         
|                                           |                                                      |  |                           

# Note 8  Retirement
Plans

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

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.

Components of Net
Periodic Benefit Costs: 
For the three months ended:

|                                   | Pension Benefits |  | SERP Benefits |               | PostretirementHealth-Care Benefits |  
|---------------------------------- | ---------------- |  | ------------- | ------------- | ---------------------------------- | -
|                                  
|                                   |                  |  |               | Mar. 27, 2004 |                                    |  
|                                  
|Service cost                       |                  |  | $             | 122,929       |                                    | $
|Interest cost                      |                  |  |               | 275,210       |                                    |  
|Expected return on plan assets     |                  |  |               | (442,168      | )                                  |  
|Amortization of prior service cost |                  |  |               | 34,240        |                                    |  
|Amortization of net (gain)/loss    |                  |  |               | 134,674       |                                    |  
|                                  
|Net periodic pension cost          |                  |  | $             | 124,885       |                                    | $
|                                  

8

---



For the nine months ended:

|                                   | Pension Benefits |  | SERP Benefits |               | PostretirementHealth-Care Benefits |  
|---------------------------------- | ---------------- |  | ------------- | ------------- | ---------------------------------- | -
|                                  
|                                   |                  |  |               | Mar. 27, 2004 |                                    |  
|                                  
|Service cost                       |                  |  | $             | 368,786       |                                    | $
|Interest cost                      |                  |  |               | 825,629       |                                    |  
|Expected return on plan assets     |                  |  |               | (1,326,505    | )                                  |  
|Amortization of prior service cost |                  |  |               | 102,720       |                                    |  
|Amortization of net (gain)/loss    |                  |  |               | 404,021       |                                    |  
|                                  
|Net periodic pension cost          |                  |  | $             | 374,651       |                                    | $
|                                  

Employer Contributions

The Company has contributed $171,906
for the quarter and $515,088 for the nine months ended March 27, 2004 to fund its
retirement plans compared to $182,245 and $473,086, respectively for the same periods in
the prior year. The Company anticipates contributing approximately an additional $160,000
to fund its retirement plans in fiscal 2004 for an estimated total of $633,000.

# Note 9  Segment
Information

The Company is segregated into two
operating divisions. The Office Products division sells precision drawer slides and
ergonomic products to office furniture original equipment manufacturers (OEMs)
and office furniture dealers. The Home and Commercial division designs and sells home
organization accessories along with builders hardware for consumers and the
woodworking trade. The following table presents information about the results of
operations for each of the Companys divisions for the nine months and three months
ended March 27, 2004 and March 29, 2003 respectively. 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.

|For the Nine Months Ended:      | Office Products | Home andCommercialProducts | Other | ConsolidatedTotal
|------------------------------- | --------------- | -------------------------- | ----- | -----------------
|
|                                |                 |                            |       |                  
|March 27, 2004:                 |                 |                            |       |                  
|Net sales to external customers |                 |                            | $     | 32,811,260       
|Income tax expense (benefit)    |                 |                            |       | (1,174,894       
|Net income (loss)               |                 |                            |       | (1,987,494       
|                                |                 |                           
|March 29, 2003:                 |                 |                           
|Net sales to external customers |                 |                            | $     | 26,634,762       
|Income tax expense (benefit)    |                 |                            |       | 264,689          
|Net income (loss)               |                 |                            |       | 441,546          

|For the Nine Months Ended:      | Office Products | Home andCommercialProducts | Other | ConsolidatedTotal
|------------------------------- | --------------- | -------------------------- | ----- | -----------------
|
|                                |                 |                            |       |                  
|March 27, 2004:                 |                 |                            |       |                  
|Net sales to external customers |                 |                            | $     | 10,104,389       
|Income tax expense (benefit)    |                 |                            |       | (301,533         
|Net income (loss)               |                 |                            |       | (501,573         
|                                |                 |                           
|March 29, 2003:                 |                 |                           
|Net sales to external customers |                 |                            |       | 8,116,406        
|Income tax expense (benefit)    |                 |                            |       | (119,219         
|Net income (loss)               |                 |                            |       | (215,288         

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

9

---



The Office Products division was
segregated into two market channels: OEM and dealer. The OEM market channel represents
sales of precision drawer slides, hardware and ergonomic products made to office furniture
manufacturers. The dealer market channel represents sales of ergonomic products made 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.

|                                                                              | OFFICE PRODUCTS
|----------------------------------------------------------------------------- | ---------------
|
|                                                                             
|March 27, 2004:                                                               |                
|                                                                             
|Net sales to external customers                                               |                
|Operating profit before administrative costs, other expenses and income taxes |                
|Administrative costs, other expenses and income taxes                         |                
|Net income (loss)                                                             |                
|                                                                             

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

10

---



|                                                                              | HOME AND COMMERCIAL
|----------------------------------------------------------------------------- | -------------------
|
|                                                                             
|March 27, 2004:                                                               |                    
|                                                                             
|Net sales to external customers                                               |                    
|Operating profit before administrative costs, other expenses and income taxes |                    
|Administrative costs, other expenses and income taxes                         |                    
|Net income (loss)                                                             |                    
|                                                                             

# Note 10  Revolving
Line of Credit Agreement

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

# Note 11  Legal
Contingencies

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

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

Management believes that any
liability resulting from this case will not have a material adverse affect on the
Companys earnings.

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

11

---



# 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, 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 third quarter of
fiscal 2004 were $36.9 million compared to $32.0 million for the same period in the prior
year. Net sales for the first nine months of fiscal 2004 were $107.2 million, compared to
$93.0 million in the prior year.

During the third quarter of fiscal
2004, the Home and Commercial division had net sales of $26.8 million compared to $23.8
million in the third quarter of fiscal 2003. Net sales for the first nine months of fiscal
2004 were $74.4 million compared to $66.4 million for the same period in the prior year.
Year to date through March 27, 2004, the division posted sales growth in all of the
markets that it serves. New products, including the Shelf Made Instant Shelves, the
new line of display ledges and the 4X4 Pocket Door heavy-duty precision drawer
slides, assisted in expanding sales to existing customers. During the third quarter of
fiscal 2004, the Company introduced a line of garage organization products and obtained
the business of a new major retailer. The Company has also seen growth in the distribution
market where it made significant investments in the prior fiscal year.

The Office Products division had net
sales of $10.1 million for the third quarter of fiscal 2004, compared to $8.1 million for
the same period in the prior year. Net sales for the first nine months of fiscal 2004 were
$32.8 million compared to $26.6 million for the same period in the prior year. Business
and Institutional Furniture Manufacturers Association (BIFMA) results for the period
from July through February 2004, showed both flat shipments and nominal growth in orders
when compared to the same period in the prior year. The Office Products division, however,
increased its sales, during the nine-month period and the quarter ended March 27, 2004, to
both the original equipment manufacturer channel and the dealer channel. New products,
including precision drawer slides specifically designed for individual customers and the
new heavy-duty 8800 precision slide with the patented interlock system, provided the
opportunities to grow sales and gain market share. The Company also introduced a new line
of height adjustable tables to both markets during the fiscal year.

In total, the Company had new product
sales of $5.4 million in the third quarter of fiscal 2004 compared to $3.0 million in the
third quarter of fiscal 2003. New product sales for the first nine months of fiscal 2004
increased to $15.2 million from $8.1 million in the same period of fiscal 2003.

# Gross Profit

Gross profit, as a percentage of net
sales, was 21.6% for the third quarter and 20.7% for the first nine months of fiscal 2004
compared to 20.7% and 21.6%, respectively, for the same periods in the prior year. The
improvement in gross profit during the third quarter of fiscal 2004 reflects the
Companys ability to better leverage fixed overhead costs as a result of the
increased sales volumes. The decrease from the prior year for the nine-month period
primarily reflects promotional incentives offered to new customers and to launch new
products. These promotional incentives accounted for a decrease of 1.1% for the nine-month
period. The Company expenses these items at the initial shipment of product to the
customer or prorata based on sales volumes over the contract period, if the Company has
firm written purchase commitments from the customers.

12

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

During the third quarter of fiscal
2004, the Company began to realize increased costs to procure steel for production of many
of its products. The increased steel costs resulted in the Company paying approximately
$250,000 more for raw steel during the quarter than it would have if the steel prices had
remained stable. The uncertainty in the steel market makes it difficult for management to
predict whether steel prices will continue to rise. Management has been able to quantify
that a 5% increase in raw steel results in approximately 2.5% decrease in the
Companys gross margin, providing the Company is unable to pass these increased raw
material costs onto its customers.

The Company began to improve the
profitability of its sales to the OEMs in the Office Products division during the third
quarter of fiscal 2004. Management anticipates that profitability in this channel will
gradually improve as it continues to reduce costs through outsourcing opportunities, as
considered appropriate, and introduces more new products into this channel.

# Operating Expenses

Selling and administrative expenses,
as a percentage of net sales, were 15.6% for the third quarter and 16.3% for the first
nine months of fiscal 2004 compared to 19.7% and 18.8% for the same periods in the prior
year. The prior year results reflected additional marketing to reintroduce its line of
kitchen and bath accessories under the Real Solutions for Real Life logo and
investments in selling efforts to the distribution channel.

The nine-month results for the prior
year included a pre-tax gain of $0.8 million due to the successful resolution of certain
legal matters. The decrease in selling and administrative expense, as a percentage of
sales, reflects the fact that the Company has been successful in its ability to leverage
the fixed portion of its selling and administrative expenses, while growing sales. While
the Company remains committed to investing in both its sales force and the launch of its
new products, it has not incurred the level of targeted selling costs recognized in the
prior year. Ongoing investments are being made in those products and markets where it
believes that such investments will generate future growth.

# Interest and Other
Expenses, net

Interest expense was $412,760 for the
quarter and $1,202,698 for the nine months ended March 27, 2004, compared to $364,657 and
$1,082,917, respectively, for the same periods in the prior year. The increase reflects
the higher level of borrowings outstanding under the Companys revolving credit
facility.

Other income was $36,344 for the
quarter and other expense was $13,345 for the nine months ended March 27, 2004, compared
to other income of $46,148 and $127,593, respectively, for the same periods in the prior
year. The other income in the third quarter of fiscal 2004 and both of the periods in the
prior year reflects royalty payments received on certain patent settlements. The other
expense shown for the nine months ended March 27, 2004 resulted from exchange rate losses
recorded on certain Canadian sales.

# Income Taxes

The effective tax rate was 37.7% for
the third quarter of fiscal 2004 and 35.8% for the nine months ended March 27, 2004. The
effective rate for the first nine months of fiscal 2004 benefited from the review and
subsequent adjustment of certain deferred tax valuation reserves that were deemed to no
longer be necessary. The effective tax rate is anticipated to be between 37% and 38% for
the remainder of the fiscal year.

The results for the prior year third
quarter included a tax benefit recorded in connection with amended income tax returns due
to a change in the federal tax law that allowed the Company to utilize a portion of its
capital loss from fiscal 1999 that had been previously disallowed. Excluding the impact of
the amended return, the effective tax rates for the quarter and the nine months ended
March 29, 2003 were 37.6%.

13

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

# Net Income

Net income for the third quarter of
fiscal 2004 was $1.1 million or $0.25 per diluted share compared to $395,387, or $0.09 per
diluted share for the same quarter of last year. Net income of $2.3 million, or $0.50 per
diluted share was recorded for the first nine months of fiscal 2004, compared to $1.4
million, or $0.32 per diluted share in the prior year. Net income improvement in fiscal
2004 reflects higher sales volumes, combined with the ability to leverage certain fixed
selling and administrative expenses.

# Liquidity and Capital
Resources

Net cash provided by operating
activities for the first nine months of fiscal 2004 was $2.6 million compared to $4.1
million for the first nine months of fiscal 2003. The Company has invested over $2.4
million in inventory during the first nine months of fiscal 2004 to support the launch of
certain new products. Following the initial launch period, management will work to reduce
this level of cash invested in inventory. In addition, the increased sales volume has
resulted in a $3.8 million increase in accounts receivable as of March 27, 2004.

Cash used for investing activities
was $929,731 for the first nine months of fiscal 2004, compared to $2.6 million used in
the same period in the prior year. Capital expenditures totaled $959,030 for the nine
months ended March 27, 2004, compared to $2.7 million for the first nine months of the
prior year. The capital expenditures for the nine months of fiscal 2004 represented
investments in tooling for new products, including certain new custom precision slides.
There were no significant capital expenditure commitments at March 27, 2004. Capital
expenditures for the fiscal year are anticipated to be approximately $1.5 million.

Cash used in financing activities was
$1.1 million for the first nine months of fiscal 2004 compared to $2.2 million for the
same period in the prior year. The additional borrowings on the revolving line of credit
of $1.0 million were utilized to fund the increased working capital requirements.

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

The following table summarizes
long-term obligations as of March 27, 2004.

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

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

14

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

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

# Legal Proceedings

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

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

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

# New Accounting Standards

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

# Critical Accounting
Policies

This discussion and analysis of the
Companys financial condition and results of its operations is based upon its
consolidated financial statements. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts. On an
ongoing basis, management evaluates the estimates, including those related to bad debts,
inventories, long-lived assets, income taxes, self-insurance reserves, retirement benefits
and contingencies and litigation. Management bases the estimates on historical experience
and on various other assumptions and factors that they believe to be reasonable under the
circumstances. Based on managements ongoing review, adjustments are made that are
considered appropriate under the facts and circumstances. The accompanying condensed
consolidated financial statements are prepared using the same critical accounting policies
discussed in the 2003 Annual Report on Form 10-K.

15

---



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

Item 3.    Quantitative and
Qualitative Disclosures About Market Risk

The Company is exposed to market
risks, which include changes in the Canadian dollar foreign currency exchange rate as
measured against the U.S. dollar and changes in U.S. interest rates. The Company holds a
derivative instrument in the form of an interest rate swap, which is viewed as a risk
management tool and is not used for trading or speculative purposes. The intent of the
interest rate swap is to effectively fix the interest rate on part of the borrowings under
the Companys variable rate revolving credit agreement. The derivative was recognized
as a liability on the balance sheet at its fair value of $1,942,783 at March 27, 2004 and
$2,554,980 at June 28, 2003.

The following table provides
information on the Companys fixed maturity investments as of March 27, 2004 that are
sensitive to changes in interest rates. The table also presents the corresponding interest
rate swap on this debt. Since the interest rate swap effectively fixes the interest rate
on the notional amount of debt, changes in interest rates have no current effect on the
interest expense recorded by the Company on the portion of the debt covered by the
interest rate swap.

|Liability                      
Variable rate revolving credit
  agreement                           
First $20,000,000 at an interest rate
  of 1.12% (3 month LIBOR)
  plus weighted average
  credit spread of .95%;
Next $5,000,000 at an interest rate of
  1.10% (1 month LIBOR)
  plus weighted average
  credit spread of .95%;
Amounts in excess of $25,000,000
  at the prime rate, currently
  4.0%
 Interest Rate Swap
Notional amount                       
  Pay/Receive variable
     at 3 month LIBOR - 1.12%
  Pay fixed interest rate - 6.25% | Amount
$25,000,0000 
$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.

16

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES CONTROLS AND PROCEDURES

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

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

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

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

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

17

---



# KNAPE & VOGT
MANUFACTURING COMPANY AND SUBSIDIARIES

# PART II. OTHER
INFORMATION

Item 1.   Legal Proceedings

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

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

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

Item 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.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

18

---



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

| | Knape
& Vogt furnished the following Form 8-K during the quarter ended March 27, 2004.
| | --------------------------------------------------------------------------------------

| |                                |                             |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ------------------------------ | --------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Date of ReportJanuary 12, 2004 | Filing DateJanuary 12, 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 December 27, 2003. 
The press release included summary consolidated financial data for the fiscal quarters
ended December 27, 2003 and December 28, 2002. The press release also contained balance
sheet information as of December 27, 2003 and June 28, 2003.

19

---



# SIGNATURES

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

|                     |  | Knape & Vogt Manufacturing Company          (Registrant)                                      | 
|-------------------- |  | --------------------------------------------------------------------------------------------- | 
|                    
|                    
|                    
|Date: April 26, 2004 |  | /s/ William R. Dutmers

William R. Dutmers
Chairman of the Board and

Chief Executive Officer | 
|                    
|Date: April 26, 2004 |  | /s/ Leslie J. Cummings

Leslie J. Cummings
Vice President of Finance and
Treasurer            | 

20

---



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

21

---



# 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: April 26, 2004 | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and Chief Executive Officer

22

---



# EXHIBIT 31.2

I, Leslie J. Cummings, certify that:

|1. | I
have reviewed this quarterlyl 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: April 26, 2004 | /s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and Treasurer

23

---



# 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 March 27, 2004
               which this statement accompanies fully complies with the requirements of
Section                13(a) or 15(d) of the Securities Act of 1934, and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | the
information contained in the Quarterly Report on Form 10-Q for the three
               months ended March 27, 2004 fairly presents, in all material respects, the
               financial condition and results of operations of Knape & Vogt
Manufacturing                Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |                                                                                            
|-------------------- | -------------------------------------------------------------------------------------------
|Date: April 26, 2004 | /s/ William R. Dutmers
William R. Dutmers
Chairman of the Board and Chief Executive Officer

24

---



# 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:

|(2) | the
Quarterly Report on Form 10-Q for the three months ended March 27, 2004
               which this statement accompanies fully complies with the requirements of
Section                13(a) or 15(d) of the Securities Act of 1934, and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | the
information contained in the Quarterly Report on Form 10-Q for the three
               months ended March 27, 2004 fairly presents, in all material respects, the
               financial condition and results of operations of Knape & Vogt
Manufacturing                Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |                                                                                  
|-------------------- | ---------------------------------------------------------------------------------
|Date: April 26, 2004 | /s/ Leslie J. Cummings
Leslie J. Cummings
Vice President of Finance and Treasurer

25