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 April 1, 2000

                                       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 2-18868

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

             Michigan                                     38-0722920
      (State of Incorporation)                (IRS Employer Identification No.)

     2700 Oak Industrial Drive, NE
         Grand Rapids, Michigan                             49505
 (Address of principal executive offices)                 (Zip Code)

                                 (616) 459-3311
                               (Telephone Number)

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

                                YES __X__  NO ____

     2,024,545 common shares were outstanding as of April 28, 2000.
     2,188,270 Class B common shares were outstanding as of April 28, 2000.

The Exhibit Index appears on page 15.
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.
PART I.   FINANCIAL INFORMATION                                         --------

     Item 1.  Financial Statements.

              Condensed Consolidated Balance Sheets
              --April 1, 2000 and June 30, 1999................................2

              Condensed Consolidated Statements of Income
              --Nine Months and Three Months Ended April 1, 2000 and
              March 31, 1999...................................................3

              Condensed Consolidated Statements of Cash Flows
              --Nine Months Ended April 1, 2000 and March 31, 1999.............4

              Notes to Condensed Consolidated Financial Statements...........5-7

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................8-11

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk......12

PART II.  OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K................................13

SIGNATURES....................................................................14

EXHIBIT INDEX.................................................................15


                                       1
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                          PART I. FINANCIAL INFORMATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                                                 (Unaudited)            (Audited)
                                                                                April 1, 2000        June 30, 1999
                                                                                -------------       --------------
Assets
<S>                                                                             <C>                 <C>
Current assets
     Cash                                                                       $   1,636,207        $   1,621,002
     Accounts receivable - net                                                     20,539,249           18,930,039
     Inventories                                                                   14,112,224           13,149,649
     Prepaid expenses and other                                                     1,950,519            2,008,809
                                                                                -------------        -------------
Total current assets                                                               38,238,199           35,709,499
                                                                                -------------        -------------
Property, plant and equipment                                                      72,342,040           66,656,411
Less accumulated depreciation                                                      34,800,057           31,357,471
                                                                                -------------        -------------
Net property, plant and equipment                                                  37,541,983           35,298,940
                                                                                -------------        -------------
Goodwill                                                                            5,062,502              575,433
Other assets                                                                        3,710,145            3,476,117
                                                                                -------------        -------------
                                                                                $  84,552,829        $  75,059,989
                                                                                =============        =============

Liabilities and Stockholders' Equity

Current liabilities
     Accounts payable                                                           $  11,546,928        $    9,129,514
     Other accrued liabilities                                                     10,561,052             8,444,285
                                                                                -------------        --------------
Total current liabilities                                                          22,107,980            17,573,799
                                                                                -------------        --------------
Long-term debt                                                                     20,000,000            17,700,000
Deferred income taxes and other long-term liabilities                               8,019,445             8,027,405
                                                                                -------------        --------------
Total liabilities                                                                  50,127,425            43,301,204
                                                                                -------------        --------------
Stockholders' Equity
Common stock (Common - 2,027,880 and 2,073,148  shares issued,
       Class B common - 2,188,428 and 2,238,227 shares issued,
       Preferred - unissued)                                                        8,432,616             8,622,750
Additional paid-in capital                                                          2,992,478             4,409,415
Unearned stock grant                                                                  (94,500)                    -
Accumulated other comprehensive income:
       Foreign currency translation adjustment                                            380               (29,983)
       Minimum supplemental executive retirement plan
          liability adjustment                                                       (449,243)             (448,623)
Retained earnings                                                                  23,543,673            19,205,226
                                                                                -------------        --------------
Total stockholders' equity                                                         34,425,404            31,758,785
                                                                                -------------        --------------
                                                                                $  84,552,829        $   75,059,989
                                                                                =============        ==============
</TABLE>
See accompanying notes.

                                       2
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
                                                          For the Nine Months Ended                   For the Three Months Ended
                                                          -------------------------                   --------------------------
                                                     Apr. 1, 2000           Mar. 31, 1999        Apr. 1, 2000         Mar. 31, 1999
                                                     ------------           -------------        ------------         -------------
<S>                                                <C>                     <C>                   <C>                  <C>
Net sales                                          $   110,191,475         $  116,075,990        $   38,704,961       $   36,038,270

Cost of sales                                           80,365,025             88,583,489            28,195,678           27,092,969
                                                    --------------          -------------         -------------        -------------
Gross profit                                            29,826,450             27,492,501            10,509,283            8,945,301

Selling and administrative expenses                     18,938,712             19,176,244             6,772,571            6,276,471

Impairment loss                                                  -                600,000                     -                    -
                                                    --------------          -------------          ------------        -------------
Operating income                                        10,887,738              7,716,257             3,736,712            2,668,830

Interest/Other expenses (income)                         1,052,994                (93,014)              363,123              237,713
                                                    --------------          -------------          ------------        -------------
Income before income taxes                               9,834,744              7,809,271             3,373,589            2,431,117

Income taxes                                             3,483,000              2,697,000             1,197,000              866,000
                                                    --------------          -------------         -------------        -------------
Net income                                         $     6,351,744         $    5,112,271        $    2,176,589       $    1,565,117
                                                    ==============          =============         =============        =============
Basic earnings per share:
Net income per share                               $          1.49         $         1.00        $         0.51       $         0.34
                                                    ==============          =============         =============        =============
Weighted average shares outstanding                      4,269,228              5,129,301             4,246,294            4,622,142

Diluted earnings per share:
Net income per share                               $          1.49         $          .99        $         0.51       $         0.34
                                                    ==============          =============         =============        =============
Weighted average shares outstanding                      4,272,796              5,143,606             4,248,849            4,627,993

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

Cash dividend - Class B common stock               $           .45         $          .45        $          .15       $          .15
</TABLE>

See accompanying notes.
                                       3
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
                                                                                Nine Months Ended
                                                                                -----------------
                                                                       Apr. 1, 2000            Mar. 31, 1999
                                                                      -------------            -------------
<S>                                                                   <C>                      <C>
Operating Activities:
     Net income                                                       $   6,351,744            $  5,112,271
     Non-cash items:
         Depreciation and amortization                                    4,395,431               4,597,447
         Deferred income taxes                                             (294,000)               (406,129)
         Other long-term liabilities                                       (584,359)                506,454
         Loss on disposal of fixed assets                                    17,446                 101,086
         Impairment loss                                                          -                 600,000
         Stock grants earned                                                      -                 177,187
         Changes in operating assets and liabilities:
                  Accounts receivable                                      (922,290)              4,799,746
                  Inventories                                              (711,872)             (1,208,158)
                  Other current assets                                       89,534               1,132,684
                  Accounts payable and accrued expenses                   3,605,246              (7,331,151)
                                                                      -------------            ------------
     Net cash provided by operating activities                           11,946,880               8,081,437
                                                                      -------------            ------------

Investing Activities:
     Additions to property, plant and equipment                          (5,401,009)             (3,066,746)
     Sale of Hirsh subsidiary                                                     -              18,129,569
     Net cash paid for acquisition                                       (5,309,674)                      -
     Changes in other non-current assets                                    190,966                (133,074)
                                                                      -------------            ------------
     Net cash provided by (used for) investing activities               (10,519,717)             14,929,749
                                                                      ------------             ------------

Financing Activities:
     Cash dividends paid                                                 (2,013,297)             (2,436,117)
     Proceeds from issuance of common stock                                 188,483                 570,096
     Repurchase and retirement of common stock                           (1,898,386)            (31,333,723)
     Borrowings on long-term debt                                         2,300,000               8,300,000
                                                                      -------------            ------------
     Net cash used for financing activities                              (1,423,200)            (24,899,744)
                                                                      -------------            ------------

Effect of Exchange Rate Changes on Cash                                      11,242                 (53,449)
                                                                      -------------            ------------

Net Increase (Decrease) in Cash                                              15,205              (1,942,007)

Cash, beginning of year                                                   1,621,002               3,057,158
                                                                      -------------            ------------

Cash, end of period                                                   $   1,636,207            $  1,115,151
                                                                      =============            ============

Cash Paid During the Period  - interest                               $   1,032,216            $    509,390
                             - income taxes                           $   2,975,000            $  3,242,773
</TABLE>
See accompanying notes.

                                       4
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Basis of Financial Statement Preparation

The  accompanying  unaudited  condensed  consolidated  financial  statements and
related notes have been prepared  pursuant to the rules and  regulations  of the
Securities  and Exchange  Commission.  The  information  furnished  reflects all
adjustments,  which are,  in the  opinion of  management,  necessary  for a fair
statement  of the results of  operations  and  consist of only normal  recurring
adjustments.  Interim results are not necessarily  indicative of the results for
the year-end and are subject to year-end  adjustments,  and audit by independent
public accountants.  The balance sheet at June 30, 1999, has been taken from the
audited financial statements at that date. The condensed  consolidated financial
statements  and notes  should be read in  conjunction  with the  Company's  1999
annual report.

Effective  July 1,  1999,  the  Company  adopted a 52- or 53-week  fiscal  year,
changing the year-end date from June 30 to the Saturday nearest the end of June.

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

Note 2 - Common Stock and Per Share Information

Common  stock  is $2 par - shares  authorized  6,000,000  of  common  stock  and
4,000,000 of Class B common stock.

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

<TABLE>
                                                   For the nine months ended                        For the three months ended
                                                   -------------------------                        --------------------------
                                             Apr. 1, 2000           Mar. 31, 1999             Apr. 1, 2000             Mar. 31, 1999
                                             ------------           -------------             ------------             -------------
<S>                                          <C>                    <C>                       <C>                      <C>
Numerators:
  Numerator for both basic and
  diluted EPS, net income                       $6,351,744             $5,112,271               $2,176,589               $1,565,117
                                             =============          =============             ============             ============
Denominators:
  Denominator for basic EPS,
  weighted-average common shares
  outstanding                                    4,269,228              5,129,301                4,246,294                4,622,142
  Potentially dilutive shares
  resulting from stock option plans                  3,568                 14,305                    2,555                    5,851
                                             -------------          -------------             ------------             ------------
  Denominator for diluted EPS                    4,272,796              5,143,606                4,248,849                4,627,993
                                             =============          =============             ============             ============
</TABLE>
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.
<TABLE>
                                                        Apr. 1, 2000                   Mar. 31, 1999
                                                      ----------------               -----------------
<S>                                                         <C>                            <C>
Exercise Price
  $15.00                                                         -                              -
  $15.50                                                         -                         29,750
  $18.41                                                    10,450                         14,575
  $20.00                                                    10,000                         17,500
</TABLE>

Note 3 - Inventories

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

                                       5
<PAGE>
Inventories are summarized as follows:
<TABLE>
                                                             Apr. 1, 2000            June 30, 1999
                                                         --------------------     -------------------
<S>                                                             <C>                   <C>
Finished products                                               $   8,696,663         $     8,523,866
Work in process                                                     1,995,108               1,634,904
Raw materials                                                       3,420,453               2,990,879
                                                         --------------------     -------------------
Total                                                            $ 14,112,224          $   13,149,649
                                                         --------------------     -------------------
</TABLE>

Note 4 - New Accounting Standards Not Yet Adopted

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounts Standard No. 133,  Accounting for Derivative  Instruments and
Hedging Activities. The statement requires companies to recognize all derivative
contracts on the balance sheet at fair value and establishes accounting rules or
changes in fair value that result from  hedging  activities.  The  statement  is
effective  for  fiscal  years  beginning  after  June 15,  2000.  Management  is
currently  evaluating  the impact that the  statement  may have on its financial
statements.

Note 5 - Comprehensive Income

Comprehensive income is comprised of net income and all changes to stockholders'
equity, except those due to investments by stockholders.

Comprehensive income and its components consist of the following:
<TABLE>
                                                        For the Nine Months Ended                    For the Three Months Ended
                                                        -------------------------                    --------------------------
                                                   Apr. 1, 2000          Mar. 31, 1999           Apr. 1, 2000          Mar. 31, 1999
                                                ---------------       ----------------     ------------------     ------------------
<S>                                               <C>                    <C>                    <C>                    <C>
Net income                                           $6,351,744          $   5,112,271             $2,176,589          $  1,565,117
Other comprehensive income:
  Foreign currency translation adjustment                30,363               (116,466)                (6,973)               40,987
  Minimum SERP liability adjustment                        (620)              (447,714)                   142                  (525)
                                                  -------------        ---------------          -------------        --------------

Comprehensive income                                 $6,381,487         $    4,548,091             $2,169,758          $  1,605,579
                                                  =============        ===============          =============        ==============
</TABLE>

Note 6 - Acquisition

On October 1, 1999, the Company acquired substantially all of the assets of Idea
Industries,  Inc.  ("Idea").  Idea designs,  manufactures and markets  ergonomic
office products, including adjustable keyboard mechanisms, keyboard and computer
mouse platforms, wrist rests and CPU holders. The acquisition was recorded using
the purchase method of accounting. Accordingly, the purchase price was allocated
to the assets  acquired and  liabilities  assumed,  based on the estimated  fair
values at the date of the acquisition.  The cost of the acquisition in excess of
net  identifiable  assets  acquired  has been  recorded as goodwill and is being
amortized on a straight-line basis over 15 years.

The terms of the Idea acquisition agreement provide for additional consideration
to be paid if Idea's sales exceed certain targeted levels. The maximum amount of
contingent  consideration  is $550,000  payable  through  2001. In calendar year
1999, the additional  consideration payment was $41,797, which has been included
in goodwill. Any additional consideration paid will be recorded as goodwill when
payment is made.

The results of the acquisition  were not material to the Company's  consolidated
operating  results,  therefore  pro  forma  financial  statements  have not been
prepared.

                                       6
<PAGE>
Note 7 - Sale of The Hirsh Company

On September 1, 1998,  the Company sold The Hirsh  Company  ("Hirsh"),  a wholly
owned  subsidiary.  This  resulted in a pre-tax loss of  $11,800,000,  which was
included  in the  June 30,  1998,  financial  results.  The  loss  included  the
write-off of the unamortized balance of goodwill recorded in connection with the
purchase  of Hirsh.  In  connection  with the sale,  the Company  recognized  an
additional tax cost of $1,000,000, resulting in a total loss related to the sale
of Hirsh of $12,800,000.

Note 8 - Restricted Stock and Performance-Option Plan

On February 1, 2000, William Dutmers, Chairman of the Board, President and Chief
Executive  Officer of Knape & Vogt was granted 6,000 shares of restricted common
stock and the option to purchase an  additional  25,000  shares of the Company's
common  stock at a price of $15.875 per share.  The grant and the  options  will
vest if the Company achieves  specific  financial  objectives within a five-year
performance  period.  During the  performance  period,  the grantee may vote and
receive  dividends  on the  restricted  shares,  but the shares  are  subject to
transfer  restrictions and are forfeited if the grantee terminates employment or
the Company does not achieve its financial objectives.

Note 9 - Stock Repurchase

On  September 1, 1998,  the Company  announced  its  intention to purchase up to
1,200,000  shares of the  Company's  common  stock  pursuant to a Dutch  Auction
self-tender  offer  at a price  range  of $19 to $22 per  share.  The  Board  of
Directors  also  approved  the  purchase  in the  open  market  or in  privately
negotiated  transactions,  following  the  completion of the Dutch  Auction,  of
shares of common  stock in an amount which when added to the number of shares of
common stock  purchased in the Dutch  Auction would equal  1,350,000.  The Dutch
Auction was concluded on October 7, 1998, with the purchase of 1,230,784  shares
at a price of $21 per share.

At each of the January 22,  1999,  and the August 20,  1999,  Board of Directors
meetings,  the  Board  approved  an  additional  400,000  shares  for the  stock
repurchase  program.  Utilizing  these  Board  authorizations,  the  Company has
purchased  113,597  shares  during  the first  nine  months  of fiscal  2000 for
approximately  $1.9 million with the price per share ranging from  approximately
$14.25 to $17.75.  Since the beginning of the stock repurchase program in fiscal
1999,  the  Company  has  purchased  1,786,340  shares for  approximately  $35.3
million.

                                       7
<PAGE>
               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
growth,  and the expected ability of the Company and its key customers,  dealers
and  suppliers to  successfully  manage Year 2000 issues.  Such  statements  are
subject to certain risks and uncertainties,  which would cause actual results to
differ  materially  from those  expressed  or  implied  by such  forward-looking
statements.  Readers  are  cautioned  not  to  place  undue  reliance  on  those
forward-looking statements that speak only as of the date of this report.


RESULTS OF OPERATIONS

Net Sales

The  following  table  indicates  the  Company's  net  sales (in  millions)  and
percentage of total sales by product category for the nine-month and three-month
periods ended April 1, 2000 and March 31, 1999:
<TABLE>
                                           Nine Months End                                          Three Months Ended
                                           ---------------                                          ------------------
                          Apr. 1,                     Mar. 31,                      Apr. 1,                    Mar. 31,
                           2000           %             1999          %              2000          %             1999          %
                         ------------------------  --------------------------  --------------------------  -------------------------
<S>                      <C>            <C>           <C>            <C>            <C>          <C>           <C>           <C>
Shelving systems         $  37.9         34.4%        $  44.2        38.0%           $13.3        34.4%          $12.8        35.4%
Drawer slides               51.1         46.4%           53.9        46.5%            17.5        45.1%           17.7        49.1%
Hardware/ Other             21.2         19.2%           18.0        15.5%             7.9        20.5%            5.5        15.5%
                         ------------------------  --------------------------  --------------------------  -------------------------
Total                     $110.2        100.0%         $116.1       100.0%           $38.7       100.0%          $36.0       100.0%
                         ========================  ==========================  ==========================  =========================
</TABLE>

Net sales for the third quarter of fiscal 2000  increased  $2.7 million from the
same period in the prior year.  For the  nine-month  period net sales  decreased
$5.9 million from one year ago. The sales decline for the  nine-month  period is
due to the contribution of The Hirsh Company,  which was sold in September 1998.
Excluding its  contribution,  net sales for the first nine months of fiscal 1999
would have been $108.6 million.  Sales of precision drawer slides remain strong,
however,  they  haven't been able to offset the sales decline in utility  slides
following  their  discontinuance  during the second  quarter of fiscal 1999.  In
addition,  the Company continues to face strong competition and downward pricing
pressures in the retail market and believes that this will continue.  A majority
of the sales  growth in both the third  quarter and for the first nine months of
fiscal 2000 is  attributable  to new products  introduced in the current  fiscal
year and the acquisition of Idea Industries,  Inc.  Management  anticipates that
newly introduced products will be the primary drivers of net sales growth in the
future.

Gross Profit

Gross profit,  as a percentage of net sales, was 27.2% for the third quarter and
27.1% for the first  nine  months of fiscal  2000  compared  to 24.8% and 23.7%,
respectively,  for the same  periods in the prior  year.  The  increase in gross
profit  during  fiscal  2000  reflects  the  Company's   restructuring  efforts,
including  the sale of The Hirsh  Company,  and its  emphasis on cost  reduction
combined with  continuous  improvement in the  manufacturing  process.  In fact,
promotional pricing offered during the third quarter o fiscal 2000 to launch one
of the Company's new product  lines into the retail market  negatively  impacted
gross margins.  Excluding the impact of these launch costs,  gross margins would
have approximated  those earned in the second quarter of fiscal 2000. During the
first nine  months of fiscal  1999,  the Company  recorded a $400,000  inventory
write-off for potentially  obsolete  inventory  related to certain product lines
that were discontinued.

                                       8
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

Operating Expenses

Selling and administrative expenses, as a percentage of net sales, for the third
quarter of fiscal 2000  increased  to 17.5% from 17.4% in the same period in the
prior year. For the nine-month  period ended April 1, 2000,  selling and general
administrative  expenses, as a percentage of net sales,  increased to 17.2% from
16.5% in the prior year. Fiscal 2000 expenses included higher levels of spending
associated  with the launch of certain new products and  additional  development
costs  being  incurred to bring  other new  products  to market.  The prior year
included Michigan Single Business Tax refunds of $852,460 pre-tax.

As a result of the decision to re-deploy certain  production assets, the Company
recorded an  impairment  loss of $600,000 in the second  quarter of fiscal 1999.
This loss  reflected  the  write-down  of the  related  tooling  assets to their
estimated fair value.

Other Expenses/(Income)

Interest expense was $362,932 for the quarter and $1,051,793 for the nine months
ended April 1, 2000, compared with $228,013 and $533,791,  respectively, for the
same  periods  in  the  prior  year.  The  increase  in  interest   expense  was
attributable to the higher level of borrowings during fiscal 2000.

Other miscellaneous  expense/(income)  was $191 for the third quarter and $1,201
for the  first  nine  months  of  fiscal  2000.  This  compares  to  $9,700  and
$(626,805),  respectively, for fiscal 1999. In fiscal 1999, the Company received
interest  income  on  Michigan  Single  Business  Tax  refunds  and  two  patent
infringement settlements.

Income Taxes

The  effective  tax rates for the quarter  and nine months  ended April 1, 2000,
were 35.5% and 35.4%  compared with the rates of 35.6% and 34.5%,  respectively,
for the same  periods in the prior year.  The  increase in the  nine-month  rate
compared to the prior year was primarily  due to foreign tax credits  recognized
in the second quarter of fiscal 1999.

Net Income

For the quarter  ended  April 1, 2000,  net income was  $2,176,589  or $0.51 per
diluted  share  compared to  $1,565,117 or $0.34 per diluted share for the third
quarter of last year. Net income of  $6,351,744,  or $1.49 per diluted share was
recorded for the first nine months of fiscal 2000 compared with  $5,112,271,  or
$.99 per  diluted  share  for the same  period in the prior  year.  Fiscal  1999
results included the impairment loss and related inventory  obsolescence reserve
recorded in the second quarter,  which decreased net income by $650,000 for both
the  second  quarter  and the  fiscal  year.  This  charge  was offset by income
recognized in the first quarter of fiscal 1999 on the Michigan  Single  Business
Tax refunds and the two patent settlements of approximately $895,000.

Liquidity and Capital Resources

Net cash from  operating  activities  for the first nine  months of fiscal  2000
provided  $11,946,880  compared  with  $8,081,437  for the first nine  months of
fiscal  1999.  Cash flows were  positively  impacted by the increase in accounts
payable and accrued expenses.  The conversion to a 52-week fiscal year increased
accounts  payable due to timing of payments at the end of March. The increase in
accrued expenses reflected an increase in certain benefit-related  accruals such
as bonus and vacation.

                                       9
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

Capital expenditures totaled $5,401,009 for the nine months ended April 1, 2000,
compared to $3,066,746  for the nine months ended March 31, 1999.  The increased
capital spending reflects investments in manufacturing technology, manufacturing
support  systems,  tooling for new products and the  expansion of the  Company's
Indiana  facility.  At April 1, 2000, the only significant  capital  expenditure
commitment was for the new facility being  constructed at the Company's  Indiana
location.  The  commitment  for  the new  building  approximated  $1.0  million.
Commitments  for the related  machinery  and  equipment  are  approximately  $.7
million.  Capital  expenditures  during the  remainder  of the  fiscal  year are
anticipated to remain at approximately the same level as those in the first nine
months.

On October 1, 1999, the Company acquired substantially all of the assets of Idea
Industries,  Inc.  ("Idea") for a purchase  price of  $5,267,877.  Idea designs,
manufactures  and  markets  ergonomic  office  products,   including  adjustable
keyboard mechanisms,  keyboard and computer mouse platforms, wrist rests and CPU
holders.  The  acquisition was recorded using the purchase method of accounting.
Accordingly,  the  purchase  price was  allocated  to the  assets  acquired  and
liabilities  assumed,  based on the  estimated  fair  values  at the date of the
acquisition.  The cost of the acquisition in excess of net  identifiable  assets
acquired has been recorded as goodwill and is being amortized on a straight-line
basis over 15 years.

The terms of the Idea acquisition agreement provide for additional consideration
to be paid if Idea's sales exceed certain targeted levels. The maximum amount of
contingent  consideration  is $550,000  payable  through  2001. In calendar year
1999, the additional  consideration payment was $41,797, which has been included
in goodwill. Any additional consideration paid will be recorded as goodwill when
payment is made.

In fiscal 1999,  the Company  recorded  $18,129,569 of proceeds from the sale of
the Hirsh subsidiary and the related loss in fiscal 1998.

On  September 1, 1998,  the Company  announced  its  intention to purchase up to
1,200,000  shares of the  Company's  common  stock  pursuant to a Dutch  Auction
self-tender  offer  at a price  range  of $19 to $22 per  share.  The  Board  of
Directors  also  approved  the  purchase  in the  open  market  or in  privately
negotiated  transactions,  following  the  completion of the Dutch  Auction,  of
shares of common  stock in an amount which when added to the number of shares of
common stock  purchased in the Dutch  Auction would equal  1,350,000.  The Dutch
Auction was concluded on October 7, 1998, with the purchase of 1,230,784  shares
at a price of $21 per share.

At each of the January 22,  1999,  and the August 20,  1999,  Board of Directors
meetings,  the  Board  approved  an  additional  400,000  shares  for the  stock
repurchase  program.  Utilizing  these  Board  authorizations,  the  Company has
purchased  113,597  shares  during  the first  nine  months  of fiscal  2000 for
approximately  $1.9 million with the price per share ranging from  approximately
$14.25 to $17.75.  Since the beginning of the stock repurchase program in fiscal
1999,  the  Company  has  purchased  1,786,340  shares for  approximately  $35.3
million.

The long-term  debt balance  increased to  $20,000,000 at April 1, 2000 compared
with  $17,700,000  at June 30, 1999,  and  $18,000,000  at March 31,  1999.  The
increase  from June 30,  1999,  primarily  reflects  the  purchase of Idea.  The
increase from the March 31, 1999,  balance reflects funds utilized for the stock
repurchase program.

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

                                       10
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

Year 2000

As of May 5,  2000,  the  Company  has not  experienced  any Year  2000  related
disruptions  to its own  internal  systems  nor have  any  third  party  vendors
experienced  any Year 2000  disruptions  that  have  materially  affected  their
ability to do business with the Company.

Although the Company and its third party  vendors do not appear to have suffered
any significant  Year 2000 related  disruptions as a result of the rollover from
1999 to 2000,  it is possible that certain Year 2000 problems may exist but have
not yet materialized.



                                       11
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK


The Company is exposed to market  risks,  which  include  changes in the foreign
currency  exchange rate as measured  against the U.S. dollar and changes in U.S.
interest  rates.  The Company  holds a derivative  instrument  in the form of an
interest rate swap,  which is viewed as a risk  management  tool and is not used
for trading or speculative purposes.  The intent of the interest rate swap is to
effectively fix the interest rate on part of the borrowings  under the Company's
variable rate revolving credit agreement.

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

The  following  table  provides  information  on the  Company's  fixed  maturity
investments as of April 1, 2000 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.

<TABLE>
Liability                                            Amount                     Maturity Date
---------                                            ------                     -------------
<S>                                               <C>                           <C>
Variable rate revolving credit
  agreement                                       $45 million                   November 1, 2004
First $20,000,000 at an interest rate
  of 6.1088% plus weighted average
  credit spread of .500 %
Amounts in excess of $20,000,000 have
  an interest rate of approximately 6.82%

Interest Rate Swap
------------------
Notional amount                                   $20 million                   June 1, 2006
  Pay fixed/Receive variable - 6.10125%
  Pay fixed interest rate - 6.25%
</TABLE>

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.

                                       12
<PAGE>
               KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

     (a)      Exhibits

              See Exhibit Index

     (b)      Reports on Form 8-K
              There were no reports on Form 8-K filed for the three months ended
              April 1, 2000.






                                       13
<PAGE>
                                   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:   May 5, 2000                 /s/ William R. Dutmers
                                    William R. Dutmers
                                    Chairman, President, Chief Executive Officer
                                    and Principal Financial Officer







                                       14
<PAGE>
                                  EXHIBIT INDEX

10.1      Restricted Share Grant Agreement dated February 1, 2000, between Knape
          & Vogt Manufacturing Company and William R. Dutmers - filed herewith.

10.2      Stock Option Agreement for Nonqualified Stock Option dated February 1,
          2000,  between  Knape & Vogt  Manufacturing  and William R.  Dutmers -
          filed herewith.

(27)      Financial Data Schedule








                                       15
<PAGE>
                        RESTRICTED SHARE GRANT AGREEMENT


     AGREEMENT  made  as of this  1st day of  February,  2000,  by  KNAPE & VOGT
MANUFACTURING  COMPANY, a Michigan  corporation (the "Company"),  and WILLIAM R.
DUTMERS, an individual (the "Grantee").

                                    RECITALS

     The Board of Directors  of the Company has approved an award of  restricted
shares to the Grantee upon the terms and conditions set forth in this Agreement.
This  award is made  under the terms of  Article 7 of the  Company's  1997 Stock
Incentive Plan.

     The Company and the Employee desire to confirm in this Agreement the terms,
conditions and restrictions applicable to the award of restricted stock.

     NOW, THEREFORE, intending to be bound, the parties agree as follows:

1.   DEFINITIONS

     1.1 "Board" means the Board of Directors of the Company.

     1.2  "Change in Control"  shall have the  meaning  ascribed to such term in
Section 10.2 of the Company's 1997 Stock Incentive Plan.

     1.3 "Common  Stock" means the common stock of the Company,  par value $2.00
per share.

     1.4  "Company"  means  Knape  &  Vogt  Manufacturing  Company,  a  Michigan
corporation, its successors and assigns.

     1.5 "Effective Date of this Agreement" means February 1, 2000.

     1.6 "Restricted  Share" means a Share,  which is subject to the restriction
on sale,  pledge or other  transfer  imposed by Section  3.1.  An  "Unrestricted
Share" is a Share which is no longer a Restricted Share.

     1.7.  "Reverted  Shares"  means Shares  which have  reverted to the Company
pursuant to Section 5.2.

     1.8 "Shares" means the shares of Common Stock awarded, issued and delivered
to the  Grantee  under this  Agreement,  subject to  adjustment  as  provided in
Section 6.1.
<PAGE>
     1.9 "Target Price" means a target price as defined in Section 5.1,  subject
to adjustment as provided in Section 6.1.

     1.10 "Vested Shares" shall have the meaning expressed in Section 5.1.

2.   AWARD AND ACCEPTANCE OF AWARD; TAX ELECTION

     2.1 Award. The Company confirms the award to the Grantee of 6,000 Shares of
Common Stock (the "Shares") as restricted  stock,  upon the terms,  restrictions
and conditions of this  Agreement.  The award of Shares shall be effective as of
the Effective Date of this Agreement. The Company agrees to issue and deliver to
the Grantee a certificate  representing  the Shares promptly after the Effective
Date of this Agreement.

     2.2 Acceptance. The Grantee accepts this award of Shares and agrees to hold
them subject to the terms, restrictions and conditions of this Agreement.

     2.3 Tax  Election.  The  Grantee  may elect to be taxed in 2000 on the fair
market  value of the Shares  awarded by signing an election to be so taxed under
Section 83(b) of the Internal  Revenue  Code,  and filing such election with the
Internal  Revenue  Service  within thirty (30) days after the Effective  Date of
this Agreement. If the Grantee chooses not to make such an election, the Grantee
will be taxed on the fair  market  value of the  Shares in the year in which the
restrictions lapse.

     2.4  Withholding.  Unless the Grantee has made the  election  specified  in
Section 2.3 and paid any  applicable  tax as a result  thereof,  a Vested  Share
shall remain as a Restricted  Share until the satisfaction of withholding tax or
other withholding  liabilities,  if any, under federal,  state and local laws in
connection  with the vesting of the Vested  Shares.  The Vested  Shares will not
become  Unrestricted  Shares  unless  applicable  withholdings  shall  have been
effected  or  obtained  in  a  manner  acceptable  to  the  Company's  Executive
Compensation  Committee.  Unless otherwise prohibited by the Company's Executive
Compensation  Committee,  the  Grantee  may  satisfy  any such  withholding  tax
obligation by any of the following  means or by a combination  of such means (a)
tendering a cash  payment;  or (b)  delivering  to the Company  Vested Shares or
other  unencumbered  shares of Common  Stock owned by the Grantee  having a fair
market  value,  as of the date that the  amount of tax to be  withheld  is to be
determined,  equal to the amount of the  withholding  tax  obligation  plus,  if
necessary, cash to avoid fractional shares.

3.   RESTRICTIONS ON TRANSFER OF SHARES; LAPSE OF RESTRICTIONS

     3.1 Transfer  Prohibition.  The Grantee shall not sell, pledge or otherwise
assign or transfer  any Share or any interest in any Share while such Share is a
Restricted Share.
<PAGE>
     3.2 Restricted  Shares.  Every Share shall be a Restricted  Share until the
restrictions lapse as provided in Section 3.6.

     3.3 Securities Law  Compliance.  The Grantee shall not sell or transfer any
Share or any interest in any Share, whether such Share is or is not a Restricted
Share,  unless either (a) the Company shall consent in writing to such transfer,
or (b) the Company shall have received an opinion of counsel satisfactory to the
Company to the effect  that such  transfer  will not  violate  the  registration
requirements imposed by the Securities Act of 1933 or any other provision of law
which the Company shall desire such opinion to cover.  The Grantee  acknowledges
that the Shares have not been  registered  under the federal  securities laws or
the securities laws of any state.

     3.4 Legend. Every certificate  representing a Share shall at all times bear
the following legend:

     "The   transferability   of  this  certificate  and  the  shares  of  stock
     represented  hereby  are  subject  to the terms and  conditions  (including
     forfeiture) of the Restricted  Share Grant  Agreement  entered into between
     the registered owner and the Company, dated February 1, 2000. A copy of the
     Grant  Agreement  is on  file  in the  offices  of the  Company,  2700  Oak
     Industrial Drive, N.E., Grand Rapids, MI 49505."

     3.5 Stop Transfer  Instructions.  The Company shall have the right to issue
instructions  to the  transfer  agent  for  the  Common  Stock  of the  Company,
prohibiting transfer of any Shares except in accordance with the requirements of
this Agreement.

     3.6  Unrestricted  Shares.  The  restrictions  imposed by Section 3.1 shall
lapse at the time a Share  becomes a Vested  Share  pursuant  to Section  5.1 or
Section 6.2 and the requirements of Section 2.4 are satisfied. At that time, the
Share will be an Unrestricted Share.

     3.7  New  Certificate  for  Unrestricted  Shares.  If the  Grantee  holds a
certificate  representing  Shares  which are no longer  Restricted  Shares,  the
Grantee shall be entitled to receive from the Company,  in exchange therefor,  a
certificate  representing  such  Unrestricted  Shares,  bearing a legend, if the
Company shall deem such a legend to be appropriate,  only to the effect that the
transfer of such Shares is prohibited if it would violate the  Securities Act of
1933, or any state securities law. If the Grantee's certificate  represents both
Restricted and Unrestricted Shares, the Grantee shall be entitled to receive two
certificates in exchange  therefor,  one of which shall represent the Restricted
Shares and one of which shall represent Unrestricted Shares.

     3.8  Rights of  Shareholder.  Except for the  restrictions  imposed in this
Article 3 and unless the Shares have reverted to the Company pursuant to Section
5.2, the Grantee shall
<PAGE>
have all the rights of a  shareholder  with  respect to the  Restricted  Shares,
including  the right to vote and to  receive  the  dividends  declared  and paid
thereon.

4.   ACQUISITION WARRANTIES

     In order to induce the Company to issue and deliver the Shares on the terms
of this  Agreement,  the  Grantee  warrants  to and agrees  with the  Company as
follows:

     4.1 No Participating  Interest. The Grantee is acquiring the Shares for the
Grantee's own account,  and has not made any  arrangement to convey any interest
in the Shares to any  person,  other  than to  transfer  Reverted  Shares to the
Company pursuant to Section 5.3.

     4.2 Ability to Evaluate.  Because of the Grantee's knowledge and experience
in financial  and business  matters,  the Grantee is capable of  evaluating  the
merits and risks of acquiring  the Shares under the  arrangements  prescribed by
this Agreement.

     4.3  Familiarity  with Company.  The Grantee is familiar with the business,
financial  condition,  earnings and prospects of the Company,  and confirms that
the Company has not made any  representation  regarding the foregoing matters or
the merits of this Agreement.

     4.4 All Questions  Answered.  The Grantee  understands  all of the terms of
this Agreement and the  consequences  to the Grantee of any actions which may be
taken under this Agreement. The Grantee confirms there are no questions relating
to any such  matters  which have not been  answered  to the  Grantee's  complete
satisfaction.

     4.5 Accredited Investors Status. The Grantee represents and warrants to the
Company  that  he is an  "accredited  investor"  as  such  term  is  defined  in
Regulation D under the Securities Act of 1933, as amended, because Grantee's net
worth exceeds $1,000,000.

5.   VESTING AND REVERSION

     5.1 Vesting. Three thousand (3,000) Shares shall become 100% vested on that
date on which  the  Company's  Common  Stock  shall  have for the  prior  twenty
consecutive  trading days closed at or above a sale price on the NASDAQ National
Market of $25 per Share ("$25 Target  Price").  Three  thousand  (3,000)  Shares
shall become 100% vested on that date on which the Company's  Common Stock shall
for the prior twenty consecutive trading days closed at or above a sale price on
the NASDAQ National Market o $30 per Share ($30 Target Price").

     5.2 Reversion.  Unless  already  vested  pursuant to Section 5.1 or Section
6.2,  all Shares which have not become  Vested  Shares prior to February 1, 2005
shall automatically revert to the Company.
<PAGE>
     5.3  Effect  of  Reversion.  Upon  reversion  of any  Shares  (a)  absolute
ownership  thereof shall  automatically  revert to the Company at that time, (b)
such  Shares  shall be deemed  to be  "Reverted  Shares"  for  purposes  of this
Agreement,  (c) all the Grantee's  rights and  interests in the Reverted  Shares
shall cease at that time, and (d) the Grantee shall be obligated  immediately to
surrender to the Company the certificates  representing the Reverted Shares, but
the failure to do so shall not impair the immediate  effect of clauses  (a), (b)
and (c) above.

6.   ANTI-DILUTION; CHANGE IN CONTROL; ADJUSTMENT

     6.1  Anti-Dilution.  Subject to the  provisions  of this  Article 6, if the
outstanding  shares of the Common Stock are increased,  decreased,  or exchanged
for a different number or kind of shares or other  securities,  or if additional
shares or new or  different  shares or other  securities  are  distributed  with
respect to such  shares of Common  Stock or other  securities,  through  merger,
consolidation,  sale of all or  substantially  all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other  distribution with respect to such shares of Common
Stock or other securities,  an appropriate and proportionate adjustment shall be
made in (i) the  number of  Shares,  (ii) the number and kind of shares or other
securities  subject  to this  Agreement,  and  (iii)  the  Target  Prices.  This
Agreement  shall not affect in any way the right or power of the Company to make
adjustments,  reclassifications,  reorganizations  or  changes  of its capita or
business structure or to merge or consolidate or to dissolve,  liquidate,  sell,
or transfer all or any part of its business or assets.

     6.2 Change in Control. Notwithstanding Section 5.1 or Section 6.1, upon the
occurrence of a Change in Control, all Shares shall become Vested Shares.

     6.3  Adjustment by Committee.  Any  adjustments  pursuant to this Article 6
shall  be  made  by  the  Company's  Executive  Compensation  Committee,   whose
determination as to what adjustments will be made and the extent thereof will be
final and binding and  conclusive.  No fractional  share interest will be issued
under this Agreement on account of any such adjustments. Only cash payments will
be made in lieu of fractional shares.

     6.4 No Other Adjustments. Except as provided in this Article 6, the Grantee
shall have no rights by reason of any  subdivision  or  combination or shares of
stock of any class or the payment of any stock dividend or any other increase or
decrease  in the number of shares of stock of any class or by reason of any sale
of assets,  dissolution,  liquidation,  merger or  consolidation  or spin-off of
assets or stock of another corporation.

7.   GENERAL PROVISIONS

     7.1 Severability. Whenever possible, each provision of this Agreement shall
be  interpreted  in such  manner  as to be  valid  and  enforceable,  but if any
provision of this
<PAGE>
Agreement shall be held to be prohibited or  unenforceable  under applicable law
(a) such  provision  shall be deemed amended to accomplish the objectives of the
provision as originally  written to the fullest extent permitted by law, and (b)
all other provisions of this Agreement shall remain in full force and effect.

     7.2 Captions. The captions used in this Agreement are for convenience only,
do not  constitute a part of this  Agreement  and all of the  provisions of this
Agreement shall be enforced and construed as if no captions had been used.

     7.3  Complete  Agreement.  This  Agreement  between the Company and Grantee
contain the  complete  agreement  between  the  parties  relating to the subject
matter of this Agreement and supersede any prior  understandings,  agreements or
representations,  written or oral, which may have related to such subject matter
in any way.

     7.4 Notices.

          (a) Procedures  Required.  Each communication given or delivered under
     this Agreement must be in writing and may be given by personal  delivery or
     by certified mail, return receipt requested.  A written communication shall
     be  deemed  to have  been  given on the date it shall be  delivered  to the
     address required by this Agreement.

          (b) Communications to the Company. Communications to the Company shall
     be addressed to it at the principal  corporate  headquarters  and marked to
     the attention of the Company's Executive Compensation Committee Chair.

          (c) Communications to the Grantee.  Every communication to the Grantee
     shall be addressed to the Grantee at the address  given  immediately  below
     the Grantee's signature to this Agreement,  or to such other address as the
     Grantee shall specify to the Company.

     7.5 Assignment.  This Agreement is not assignable by the Grantee during the
Grantee's  lifetime.  This  Agreement  shall be  binding  upon and  inure to the
benefit of (a) the successors and assigns of the Company,  and (b) any person to
whom the  Grantee's  rights  under  this  Agreement  may pass by  reason  of the
Grantee's death.

     7.6  Amendment.  This  Agreement may be amended,  modified or terminated by
written agreement between the Company and the Grantee.

     7.7 Waiver.  No delay or omission in exercising any right  hereunder  shall
operate as a waiver of such right or of any other right hereunder. A waiver upon
any one  occasion  shall  not be  construed  as a bar or  waiver of any right or
remedy on any other  occasion.  All of the
<PAGE>
rights and remedies of the parties hereto,  whether  evidenced hereby or granted
by law, shall be cumulative.

     7.8 Choice of Law.  This  Agreement  shall be deemed to be a contract  made
under the laws of the State of Michigan and for all purposes  shall be construed
in accordance with and governed by the laws of the State of Michigan.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

Grantee:                                      KNAPE & VOGT MANUFACTURING
                                              COMPANY

_______________________                       By_______________________________
William R. Dutmers
                                              Its _____________________________
Address:
<PAGE>
                       KNAPE & VOGT MANUFACTURING COMPANY

                             Stock Option Agreement
                          for Nonqualified Stock Option


     STOCK OPTION AGREEMENT, made this 1st day of February, 2000 between KNAPE &
VOGT MANUFACTURING COMPANY ("Company") and WILLIAM R. DUTMERS, an officer of the
Company ("Optionee"). This option is granted to the Optionee in consideration of
his prior service and continuing service to the Company.

     ACCORDINGLY, IT IS AGREED AS FOLLOWS:

     1. Grant and Designation of Option

     Subject to the provisions of this  agreement,  the Company hereby grants to
the Optionee the option to purchase 25,000 shares of the Company's common stock.
This option is not an incentive  stock option under the terms of Section 422A of
the Internal Revenue Code of 1986, as amended.

     2. Purchase Price

     The purchase  price for shares  purchased  under this option is $15.875 per
share,  which was the last sale price  reported prior to the date of this option
for a share of the Company's common stock.

     3. Term of Option

     The term of this  option  shall be for a period of five (5) years  from the
date hereof, subject to earlier termination as provided herein.

     4. No Guaranteed Employment

     The option shall not impose upon the Company or the Bank any  obligation to
retain the Optionee in its employ or service for any period.

     5. Exercise of Option

     Except as herein,  set forth this option shall not be exercisable  prior to
that date on which  the  Corporation's  common  stock  shall  have for the prior
twenty  consecutive  trading  days closed at or above a sale price on the NASDAQ
National Market of $21.00 per share ("Target  Price").  Thereafter,  this option
may be exercised at any time and from time to time, as to any part or all of the
shares  covered  hereby,  but not as to less  than 100  shares  at any one time,
unless the number purchased is the total number at that time  purchasable  under
the  option.  This option may not be  exercised  and shall be  forfeited  if the
Target Price is not achieved  before the  expiration or earlier  termination  of
this option. This option shall be exercised, if at all, by written notice to the
Company. Such notice shall:

          (a) State the  election to exercise  the option,  the number of shares
     with respect to which it is being  exercised,  the person in whose name the
     stock  certificate or
<PAGE>
     certificates for such shares is to be registered and his or her address and
     social  security  number  (or if more than one,  the names,  addresses  and
     social security numbers of such persons);

          (b) Be signed by the person  entitled to  exercise  the option and, if
     being  exercised  by any person or  persons  other  than the  Optionee,  be
     accompanied by proof, satisfactory to legal counsel for the Company, of the
     right of such person or persons to exercise the option;

          (c)  Be in  writing  and  delivered  in  person  or by  registered  or
     certified  mail to the chair of the  Executive  Compensation  Committee  or
     chief financial officer of the Company; and

          (d) Be  accompanied  by payment  in full of the  option  price for the
     shares to be purchased, which shall be payable to the Company either (i) in
     United  States  dollars  in cash or by  check,  bank  draft or money  order
     payable  to the  order  of the  Company  or (ii) at the  discretion  of the
     Company's  Board of  Directors,  through  the  delivery of shares of common
     stock of the Company with a fair market value on the date of exercise equal
     to the  option  price,  provided  such  shares are  utilized  as payment to
     acquire at least 100 shares of optioned stock,  unless the remaining shares
     covered by an option are less than 100 shares,  or (iii) at the  discretion
     of the  Company's  Board of  Directors,  by a  combination  of (i) and (ii)
     above.

This option may not be exercised  if the  issuance of shares upon such  exercise
would  constitute a violation of any applicable  federal or state  securities or
other law or valid  regulation.  As a condition  to the exercise of this option,
the  Company  may  require  the  person  exercising  this  option  to  make  any
representations  and  warranties  to the  Company as the  Company may deem to be
required by  applicable  law or  regulation.  In such event,  no shares shall be
issued unless and until the Company is satisfied wit the correctness of any such
representation  and warranty.  Moreover,  the Company,  in its  discretion,  may
postpone the issuance and/or delivery of shares upon the exercise of this option
until  completion of such stock  exchange  listing,  or  registration,  or other
qualification  of such  shares  under  any state  and/or  federal  law,  rule or
regulation as the Company may consider appropriate.  Upon exercise of all or any
portion  of this  option and  receipt  of proper  payment,  the  certificate  or
certificates  for the number of shares as to which the option is exercised shall
be issued to and registered in the name of the person or persons  exercising the
option.

     6. Nontransferability

     This  option  shall not be  transferable  other than by will or the laws of
descent  and  distribution  and may be  exercised  during  the  lifetime  of the
Optionee only by the Optionee. Without limiting the generality of the foregoing,
except as otherwise  provided  herein,  this option shall not be sold,  pledged,
assigned,  or  transferred  in any way, nor be assignable by operation of law or
subject to execution,  levy,  attachment or similar process. Any attempted sale,
pledge,  assignment,  or other  transfer  of this  option  contrary to the terms
hereof, and any execution,  levy, attachment or similar process upon the option,
shall be null and void and without effect.  The designation of a person entitled
to  exercise  this  option  after  the  Optionee's  death  will not be  deemed a
transfer.
<PAGE>
     7. Termination of Employment; Death; Disability

          (a)  Termination  of  Employment  Due  to  Death.  If  the  Optionee's
     employment by the Company  terminates  by reason of death,  this option may
     thereafter be exercised by the person or persons designated by the Optionee
     in writing to exercise  the option on his death or, if no  designation  has
     been made, by the person or persons  entitled to do so under the Optionee's
     will or, if the Optionee shall fail to make a  testamentary  disposition of
     this option, or shall die intestate, the Optionee's legal representative or
     representatives, at any time prior to the expiration date of this option or
     within 12 months after the date of death,  whichever period is the shorter.
     Further,  this  option  shall  be  exercisable  only to the  extent  it was
     exercisable as of the date of death.

          (b)  Termination  of Employment  Due to  Disability.  In the event the
     employment of the Optionee is terminated by reason of Disability as defined
     below,  this option shall be  exercisable by the Optionee at any time prior
     to the expiration  date of the option or within 12 months after the date of
     Disability,   whichever  period  is  the  shorter.  This  option  shall  be
     exercisable  only to the extent it was  exercisable  as of the date of such
     Disability.  However,  if the Optionee  dies within the period of 12 months
     after his  Disability,  this option shall  thereafter be exercisable  for a
     period  not to exceed 12 months  after the date of death or the  expiration
     date of the option,  whichever is shorter. Such exercise shall only be made
     by the person or persons  designated by the Optionee in writing to exercise
     the option on his death or, if no designation  has been made, by the person
     or  persons to whom the  option  shall  have  passed by will or the laws of
     descent  and  distribution.  "Disability"  means  the  permanent  and total
     inability,  by reason of  physical  or mental  infirmity,  or both,  of the
     Optionee,  to perform the work customarily  assigned to him by the Company.
     The  determination  of the existence or nonexistence of Disability shall be
     made  by  the  Executive  Compensation  Committee  pursuant  to  a  medical
     examination  by a medical  doctor  selected or  approved  by the  Executive
     Compensation Committee.

          (c)  Termination of Employment Due to Discharge for Cause.  Paragraphs
     7(a) and 7(b)  notwithstanding,  if the Optionee is  discharged  for cause,
     which  shall  be  limited  to  fraud,  felony,  willful  misconduct  or the
     commission  of an act which causes or may  reasonably  be expected to cause
     substantial injury to the Company,  this option shall terminate immediately
     upon giving to him notice of such termination, or if the Optionee leaves in
     violation of provisions of an  employment  agreement wit the Company,  this
     option shall terminate immediately.

          (d) Any Other  Termination  of  Employment.  If the  employment of the
     Optionee  by the  Company  shall  terminate  otherwise  than for any of the
     reasons  covered in  Paragraphs  7(a),  7(b) or 7(c),  this option shall be
     exercisable  by the  Optionee at any time prior to the  expiration  date of
     this option or within  three months  after the date of the  termination  of
     employment,   whichever  period  is  the  shorter.  This  option  shall  be
     exercisable  only to the extent it was  exercisable  as of the date of such
     termination  of  employment.  However,  if the  Optionee  dies  within  the
     three-month  period after his termination,  this option shall thereafter be
     exercisable  for a period not to exceed 12 months or the expiration date of
     the option,  whichever is shorter.  Such exercise shall only be made by the
     person or persons  designated  by the  Optionee in writing to exercise  the
     option on his death or, if no  designation  has been made, by the person or
     persons to whom the option  shall have passed by will or the laws o descent
     and distribution.
<PAGE>
     8. Changes in Capital Structure

          (a)  Anti-Dilution.  Subject to the provisions of this Paragraph 8, if
     the  outstanding  shares of the common stock are increased,  decreased,  or
     exchanged for a different number or kind of shares or other securities,  or
     if additional  shares or new or different  shares or other  securities  are
     distributed   with  respect  to  such  shares  of  common  stock  or  other
     securities, through merger, consolidation, sale of all or substantially all
     of  the   assets   of  the   Company,   reorganization,   recapitalization,
     reclassification, stock dividend, stock split, reverse stock split or other
     distribution  with  respect  to  such  shares  of  common  stock  or  other
     securities,  an appropriate and  proportionate  adjustment shall be made in
     (i) the  number  and kind of shares  or other  securities  subject  to this
     agreement, (ii) the option price and (iii) the Target Price. This Agreement
     shall  not  affect  in any way the  right or power of the  Company  to make
     adjustments, reclassifications, reorganizations or changes o its capital or
     business  structure or to merge or consolidate  or to dissolve,  liquidate,
     sell, or transfer all or any part of its business or assets.

          (b) Change in Control. Notwithstanding Paragraph 5 and Paragraph 8(a),
     upon the occurrence of a Change in Control,  this option shall  immediately
     thereafter become exercisable.

          (c)  Adjustment  by  Committee.   Any  adjustments  pursuant  to  this
     Paragraph  8  shall  be  made  by  the  Company's  Executive   Compensation
     Committee,  whose determination as to what adjustments will be made and the
     extent  thereof  will be final and binding and  conclusive.  No  fractional
     share  interest will be issued under this  Agreement on account of any such
     adjustments. Only cash payments will be made in lieu of fractional shares.

          (d) No Other Adjustments.  Except as provided in this Paragraph 8, the
     optionee  shall have no rights by reason of any  subdivision or combination
     or shares of stock of any class or the payment of any stock dividend or any
     other increase or decrease in the number of shares of stock of any class or
     by  reason  of any sale of  assets,  dissolution,  liquidation,  merger  or
     consolidation or spin-off of assets or stock of another corporation.

     9. Rights of Shareholder

     Neither the Optionee nor a transferee  of this option shall have any rights
as a  shareholder  with respect to any shares  covered  hereby until the date he
shall have become a holder of record of such shares. No adjsutment shall be made
for dividends,  distributions or other rights for which the record date is prior
to the date on which  the  Optionee  shall  have  become  the  holder  of record
thereof, except as provided in paragraph 8 hereof.

     10. Modification, Extension and Renewal

     The Company's Board of Directors may modify or renew this option, or accept
its  surrender  (to the extent not  theretofore  exercised)  and  authorize  the
granting of a new option or options in substitution  therefor (to the extent not
theretofore  exercised).  Notwithstanding the foregoing,  no modification shall,
without  the  consent of the  Optionee,  alter or impair  any of the  Optionee's
rights or the Company's obligations hereunder.
<PAGE>
     11. Tax Withholding

     The  exercise  of all or any  portion  of this  option  is  subject  to the
satisfaction of withholding tax or other withholding liabilities,  if any, under
federal,  state and local laws, in connection with such exercise or the delivery
or purchase of shares pursuant hereoto. The exercise of this option shall not be
effective unless applicable  withholding shall have been effected or obtained in
the following  manner or in any manner  acceptable  to the  Company's  Executive
Compensation  Committee.  Unless otherwise prohibited by the Company's Executive
Compensation  Committee,  the  Optionee  may  satisfy any such  withholding  tax
obligation by any of the following means or by a combination of such means:  (a)
tendering a cash  payment;  (b)  authorizing  the  Company to withhold  from the
shares otherwise issuable to the Optionee as a result of the exercise of a stock
option a number of  shares  having a fair  market  value as of the date that the
amount of tax to be  withheld is to be  determined  ("Tax  Date"),  less than or
equal to the amount of the withholding tax obligation;  or (c) delivering to the
Company unencumbered shares owned by the Optionee having a fair market value, as
of the Tax Date, equal to the amount of the withholding tax obligation, plus, if
necessary,  cash to avoid fractional shares. The Optionee's  election to pay the
withholding  tax  obligation  by either of the  latter  two means of  payment is
irrevocable  and may be  disapproved  by the  Company's  Executive  Compensation
Committee.

     12. Surrender of Agreement

     In the event this option is exercixed  in whole,  this  agreement  shall be
surrendered  to the  Company  for  cancellation.  In the  event  this  option is
exercised in part, or a change in the number or designation of the common shares
subject to this option is made, this agreement shall be delivered to the Company
for the purpose of making appropriate notation thereon, or otherwise reflecting,
in such  manner as the Company  shall  determine,  the  partial  exercise or the
change in the number or designation of the common shares.

     IN WITNESS  WHEREOF,  this agreement has been executed the date first above
written.

                                   KNAPE & VOGT MANUFACTURING
                                   COMPANY
                                   "Company"


                                   By ________________________________________

                                      Its ____________________________________


                                   "Optionee"


                                    __________________________________________
                                    William R. Dutmers