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~~Quarter ~~Period~~ Ended October ~~March 27~~2, 2004

[ ] 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 0000-~~1859~~01859

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

Michigan (State of Incorporation) 2700 Oak Industrial Drive, NENEGrand ~~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__ ~~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 ]~~ __X__

As of ~~April~~October 2015, 2004, Knape & Vogt Manufacturing Company had 2,~~331~~345,~~860~~ 131 shares of ~~Common~~ Common Stock outstanding and 2,~~184~~171,~~489~~974 shares of Class B Common Stock outstanding.

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION	Page	No.	~~Page No.~~
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
--March 27, 2004 and June 28, 2003			2
--October 2, 2004 and July 3, 2004	2
Condensed Consolidated Statements of Income
--Nine Months and Three Months Ended March 27, 2004 and March 29, 2003			3
--Three Months Ended Oct. 2, 2004 and Sept. 27, 2003	3
Condensed Consolidated Statement of Stockholders' Equity
--Nine Months Ended March 27, 2004			4
--Three Months Ended Oct. 2, 2004	4
Condensed Consolidated Statements of Cash Flows
--Nine Months and Three Months Ended March 27, 2004 and March 29, 2003			5
--Three Months Ended Oct. 2, 2004 and Sept. 27, 2003	5
Notes to Condensed Consolidated Financial Statements	6-	10	~~6-11~~
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			12-15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11	-13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14		16
Item 4. Controls and Procedures	15		17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			18
Item 6. Exhibits and Reports on Form 8-K	16	-17
Item 6. Exhibits and Reports on Form 8-K			18-19
SIGNATURES	18
SIGNATURES			20
EXHIBIT INDEX	19
EXHIBIT INDEX			21

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

		(Unaudited)March 27, 2004			June 28, 2003
	(Unaudited)Oct. 2, 2004		July 3, 2004
Assets
AssetsCurrent assets
Current assets
Cash	$ 4,978,553		$ 5,278,869
Cash		$	4,457,963		$	3,846,611
Accounts receivable - net	18,985,824		19,959,442
Accounts receivable - net			20,619,473			16,820,600
Inventories	24,085,155		23,955,271
Inventories			21,411,431			18,979,056
Prepaid expenses and other current assets	714,110		950,911
Prepaid expenses and other current assets			1,348,544			731,751
Total current assets	48,763,642		50,144,493
Total current assets			47,837,411			40,378,018
Property, plant and equipment	84,802,592		84,215,531
Property, plant and equipment			83,925,474			83,660,365
Less accumulated depreciation	57,028,767		55,531,817
Less accumulated depreciation			54,044,003			49,671,256
Net property, plant and equipment	27,773,825		28,683,714
Net property, plant and equipment			29,881,471			33,989,109
Goodwill	4,772,837		4,772,837
Goodwill			4,772,837			4,772,837
Prepaid pension cost	11,975,187		12,088,937
Prepaid pension cost			12,198,114			12,503,491
Other assets	555,004		561,345
Other assets			647,359			705,374
	$ 93,840,495		$ 96,251,326
		$	95,337,192		$	92,348,829
Liabilities and Stockholders' Equity
Liabilities and Stockholders' Equity
Current liabilities
Current liabilities
Accounts payable	$ 10,084,412		$ 11,299,675
Accounts payable		$	11,273,728		$	10,746,892
Other accrued liabilities	9,564,099		11,506,033
Other accrued liabilities			10,261,283			9,173,857
Total current liabilities	19,648,511		22,805,708
Total current liabilities			21,535,011			19,920,749
Long-term debt and capital leases	25,508,289		24,538,864
Long-term debt and capital leases			25,043,078			24,052,605
Deferred income taxes and other long-term liabilities	11,852,976		12,082,536
Deferred income taxes and other long-term liabilities			13,385,753			13,613,613
Total liabilities	57,009,776		59,427,108
Total liabilities			59,963,842			57,586,967
Stockholders' Equity
Stockholders' Equity
Common stock (Common - 2,345,131 and 2,331,860 shares
Common stock (Common - 2,330,027 and 2,293,433 shares
issued and outstanding, Class B common - 2,171,974 and
issued and outstanding, Class B common - 2,186,322 and
2,184,489 shares issued and outstanding)	9,034,210		9,032,698
2,222,202 shares issued and outstanding)			9,032,698			9,031,270
Preferred stock -unissued	-		-
Preferred stock -unissued			-			-
Additional paid-in capital	7,552,997		7,544,749
Additional paid-in capital			7,544,749			7,538,684
Unearned stock grant	(94,500	)	(94,500	)
Unearned stock grant			(94,500	)		(94,500	)
Accumulated other comprehensive loss	(1,486,975	)	(1,805,866	)
Accumulated other comprehensive loss			(2,484,357	)		(2,974,989	)
Retained earnings	21,824,987		22,147,137
Retained earnings			21,374,760			21,261,397
Total stockholders' equity	36,830,719		36,824,218
Total stockholders' equity			35,373,350			34,761,862
	$ 93,840,495		$ 96,251,326
		$	95,337,192		$	92,348,829

See accompanying notes.

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

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	For the Three Months Ended
	Oct. 2, 2004	Sept. 27, 2003

Net sales	$ 38,385,770	$ 36,013,012

Cost of sales	31,580,994	28,960,702


Gross profit	6,804,776	7,052,310

Selling and administrative expenses	5,835,251	5,788,224


Operating income	969,525	1,264,086

Interest and other expenses, net	307,158	392,929


Income before income taxes	662,367	871,157

Income taxes	271,856	201,282


Net income	$ 390,511	$ 669,875


Basic and diluted earnings per share	$ 0.09	$ 0.15


Weighted average shares outstanding	4,516,681	4,515,925

Cash dividend - common stock	$ 0.165	$ 0.165

Cash dividend - Class B common stock	$ 0.15	$ 0.15

	For the Nine Months Ended				For the Three Months Ended
	March 27, 2004		March 29, 2003		March 27, 2004		March 29, 2003
Net sales	$	107,215,636	$	93,005,553	$	36,859,638	$	31,956,451
Cost of sales		85,055,330		72,928,282		28,912,254		25,344,793
Gross profit		22,160,306		20,077,271		7,947,384		6,611,658
Selling and administrative expenses		17,438,067		17,191,998		5,743,051		6,289,079
Severance		--		271,325		--		--
Operating income		4,722,239		2,613,948		2,204,333		322,579
Interest and other expenses, net		1,216,043		955,324		376,416		318,509
Income before income taxes		3,506,196		1,658,624		1,827,917		4,070
Income taxes		1,256,073		216,544		689,576		(391,317
Net income	$	2,250,123	$	1,442,080	$	1,138,341	$	395,387
Basic and diluted earnings per share	$	0.50	$	0.32	$	0.25	$	0.09
Weighted average shares outstanding		4,516,208		4,517,063		4,516,349		4,516,244
Cash dividend - common stock	$	.495	$	.495	$	.165	$	.165
Cash dividend - Class B common stock	$	.45	$	.45	$	.15	$	.15

See accompanying notes.

~~See~~3 ~~accompanying notes.~~

3KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

Balance, July 3, 2004	$9,032,698	$7,544,749	$(94,500	)	$(1,805,866	)	$ 22,147,137		$ 36,824,218

Comprehensive income
Net income	-	-	-		-		390,511		390,511
Foreign currency translation adjustment	-	-	-		225,510		-
Gain on derivative instrument	-	-	-		93,381		-

Other comprehensive income	-	-	-		318,891		-		318,891

Comprehensive income									709,402

Cash dividends	-	-	-		-		(712,661	)	(712,661	)
Restricted stock issued	1,512	8,248	-		-		-		9,760


Balance, October 2, 2004	$9,034,210	$7,552,997	$(94,500	)	$(1,486,975	)	$ 21,824,987		$ 36,830,719

~~CONDENSED~~See ~~CONSOLIDATED STATEMENT~~accompanying OFnotes. ~~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	)	$	(2,974,989	)	$	21,261,397		$	34,761,862
Comprehensive income
Net income		--		--		--			--			2,250,123			2,250,123
Foreign currency translation adjustment		--		--		--			92,435			--
Gain on derivative instrument		--		--		--			398,197			--
Other comprehensive income		--		--		--			490,632			--			490,632
Comprehensive income															2,740,755
Cash dividends		--		--		--			--			(2,136,760	)		(2,136,760	)
Restricted stock issued		1,428		6,065		--			--			--			7,493
Balance, March 27, 2004	$	9,032,698	$	7,544,749	$	(94,500	)	$	(2,484,357	)	$	21,374,760		$	35,373,350

SeeKNAPE accompanying& notes.VOGT MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended

	Oct. 2, 2004		Sept. 27, 2003

Operating Activities Net income	$ 390,511		$ 669,875
Non-cash items:
Depreciation and amortization	1,515,294		1,630,766
Deferred income taxes	(141,894	)	354,373
Change in retirement plan cost	107,341		64,800
Loss (gain) on disposal of fixed assets	(1,103	)	26,661
Other	5,981		-
Changes in operating assets and liabilities:
Accounts receivable	1,070,829		(3,580,931	)
Inventories	(129,884	)	649,495
Other current assets	238,291		147,235
Accounts payable and accrued expenses	(3,099,913	)	(8,235	)

Net cash used for operating activities	(44,547	)	(45,961	)

Investing Activities:
Additions to property, plant and equipment	(716,514	)	(440,487	)
Proceeds from sales of property, plant and equipment	-		800
Other	(1,789	)	(17,765	)

Net cash used for investing activities	(718,303	)	(457,452	)

Financing Activities:
Dividends paid	(712,661	)	(712,174	)
Borrowings on long-term debt	10,926,159		11,339,040
Payments on long-term debt and capital leases	(9,956,734	)	(10,153,120	)

Net cash provided by financing activities	256,764		473,746

Effect of Exchange Rate Changes on Cash	205,770		(3,473	)

Net Decrease in Cash and Equivalents	(300,316	)	(33,140	)
Cash and equivalents, beginning of year	5,278,869		3,846,611

Cash and equivalents, end of period	$ 4,978,553		$ 3,813,471

Cash Paid During the Period - interest	$ 441,839		$ 388,394
- income taxes	1,827,800		-

~~KNAPE~~See &accompanying ~~VOGT~~notes. ~~MANUFACTURING COMPANY AND SUBSIDIARIES~~

~~CONDENSED~~5 ~~CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)~~

	Nine Months Ended
	March 27, 2004			March 29, 2003
Operating Activities:
Net income	$	2,250,123		$	1,442,080
Non-cash items:
Depreciation and amortization		4,857,429			5,016,707
Deferred income taxes		210,268			47,000
Change in retirement plans cost		258,765			85,632
Severance		-			103,769
Loss (gain) on disposal of fixed assets		(3,758	)		103,720
Changes in operating assets and liabilities:
Accounts receivable		(3,756,822	)		(159,105	)
Inventories		(2,432,375	)		(3,368,060	)
Other current assets		(616,235	)		(123,668	)
Accounts payable and accrued expenses		1,841,461			939,256
Net cash provided by operating activities		2,608,856			4,087,331
Investing Activities:
Additions to property, plant and equipment		(959,030	)		(2,763,875	)
Proceeds from sales of property, plant and equipment		53,975			243,527
Other		(24,676	)		(33,123	)
Net cash used for investing activities		(929,731	)		(2,553,471	)
Financing Activities:
Dividends paid		(2,136,760	)		(2,135,573	)
Repurchase and retirement of common stock		-			(23,949	)
Borrowings on long-term debt		1,000,000			-
Payments on capital leases		(9,527	)		(3,013	)
Net cash used for financing activities		(1,146,287	)		(2,162,535	)
Effect of Exchange Rate Changes on Cash		78,514			78,462
Net Increase/(Decrease) in Cash and Equivalents		611,352			(550,213	)
Cash and equivalents, beginning of year		3,846,611			5,430,543
Cash and equivalents, end of period	$	4,457,963		$	4,880,330
Cash Paid During the Period - interest	$	1,165,998		$	1,080,612
- income taxes		200,000			200,000

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

See accompanying notes.

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~~by ~~all~~Knape ~~adjustments,~~& ~~which~~Vogt Manufacturing Company (the ~~are~~“Company”), without audit, in ~~the~~accordance ~~opinion~~with ofaccounting ~~management,~~principles ~~necessary~~generally accepted in the United States for ainterim ~~fair~~financial ~~presentation~~information ofand with the ~~statements~~instructions to Form 10-Q and Article 10 of ~~financial~~ ~~position~~Regulation S-X. Accordingly, ~~results~~they do not include all of ~~operations~~the information and ~~cash~~footnotes ~~flows~~required ~~and~~by ~~consist~~accounting ofprinciples ~~only~~generally ~~normal~~accepted in the ~~recurring~~United ~~adjustments~~States for complete financial statements. ~~Interim~~Management believes that the disclosures made in this document are adequate so as not to make the information presented misleading. Operating results for the three-month period ended October 2, 2004, are not necessarily indicative of the results that may be expected for the fiscal year~~-end~~ ~~and~~ending ~~are~~July ~~subject~~2, to2005. ~~year-end~~It is ~~adjustments,~~suggested ~~and~~that ~~audit~~these bycondensed ~~independent~~financial ~~public auditors.~~statements ~~The~~be ~~condensed~~read ~~consolidated~~in conjunction with the financial statements and notes ~~should~~thereto beincluded ~~read~~ in ~~conjunction~~ ~~with~~ the Company’s ~~2003~~Form ~~annual~~10-K ~~report~~for the year ended July 3, 2004.

The Company utilizes a 52- or 53-week fiscal year, which ends on the Saturday nearest the end of June. The fiscal year ended ~~June~~July 283, ~~2003~~2004 contained 5253 weeks, while the fiscal year ending July 32, ~~2004~~2005 will contain 53 52 weeks. Both ~~nine~~three-month periods ended on ~~March~~October 272, 2004 and ~~March~~September 2927, 2003 contained 39 13 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~~Stock ~~prior~~Based ~~year~~Compensation ~~information has been reclassified to conform to the current year presentation.~~

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

Reclassifications

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

Note 2 – New Accounting Standards

In ~~April~~May ~~2003~~2004, the Financial ~~Accounting~~ Accounting Standards Board (“FASB”) issued ~~Statement~~FASB ofStaff ~~Financial~~Position ~~Accounting Standards~~ (“~~SFAS~~FSP”) ~~No. 149,~~FAS 106-2, “~~Amendment~~Accounting ofand ~~Statement~~Disclosure ~~133~~Requirements onRelated ~~Derivative~~to the Medicare Prescription Drug, ~~Instruments~~Improvement and ~~Hedging~~Modernization ~~Activities~~Act of 2003.” ~~SFAS~~FSP ~~149~~FAS ~~amends~~106-2 ~~and~~supercedes ~~clarifies~~FSP ~~financial~~FAS 106-1, ~~accounting~~“Accounting and ~~reporting~~Disclosure ~~for~~Requirements ~~derivative~~Related ~~instruments,~~to ~~including~~the ~~certain~~Medicare ~~derivative~~Prescription Drug, ~~instruments~~Improvement ~~embedded~~and inModernization ~~other~~Act ~~contracts~~of 2003,” and ~~for~~provides ~~hedging~~guidance ~~activities~~on ~~under~~the ~~SFAS~~accounting, ~~No. 133~~disclosure, ~~“Accounting~~effective ~~for~~date ~~Derivative Instruments~~ and ~~Hedging~~transition ~~Activities.”~~rules ~~It is~~related ~~effective~~to ~~for~~the ~~contracts~~Medicare ~~entered~~Prescription ~~into~~Drug, Improvement orand ~~modified~~Modernization ~~after~~Act ~~June 30,~~of 2003,. ~~except~~FSP ~~as stated~~FAS ~~within~~106-2 ~~the~~was ~~statement,~~adopted ~~and~~during ~~should~~the befirst quarter ~~applied~~and ~~prospectively. This statement~~ had no ~~material~~ ~~effect~~impact 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, which has a notional amount $20,000,000, was ~~recognized~~ recognized as a liability on the balance sheet at its fair value of $1,~~942~~247,~~783~~752 at ~~March 27~~October 2, 2004 and $21,~~554~~391,~~980~~133 at ~~June~~July 283, ~~2003~~2004.

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

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

	For the Three Months Ended

	Oct. 2, 2004	Sept. 27, 2003

Numerators:
Numerator for both basic and
diluted EPS, net income	$ 390,511	$ 669,875

Denominators:
Denominator for both basic and
diluted EPS,weighted-average
common shares outstanding	4,516,681	4,515,925

	For the nine months ended				For the three months ended
	March 27, 2004		March 29, 2003		March 27, 2004		March 29, 2003
Numerators:
Numerator for both basic and
diluted EPS, net income	$	2,250,123	$	1,442,080	$	1,138,341	$	395,387
Denominators:
Denominator for both basic and
diluted EPS,weighted-average
common shares outstanding		4,516,208		4,517,063		4,516,349		4,516,244

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.

Exercise Price		Oct. 2, 2004		Sept. 27, 2003
			March 27, 2004		March 29, 2003
Exercise Price
$ 13	.64	6,050		6,875
$	13	.64		6,050		7,150
$ 14	.09	7,700		8,525
$	14	.09		7,700		8,800
$ 16	.74	-		6,962
$	16	.74		-		7,265
$ 18	.18	5,500		6,325
$	18	.18		5,500		6,600
$ 18	.41	-		130,240
$	18	.41		130,240		130,240
$ 18	.48	206,183		206,183
$	18	.48		206,183		-
$	26	.54		-		61,413

Note 5 — Inventories

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

	Oct. 2, 2004		July 3, 2004
		March 27, 2004		June 28, 2003
Finished products	$15,367,827	$	13$15,~~558~~256,~~514~~160	$	~~10,309184~~
Consignment inventory	3,119,332		23,~~866~~292,~~202~~297		~~3,610,427~~
Work in process	2,081,573		12,~~829~~062,~~366~~060		~~1,745,812~~
Raw materials	3,516,423		3,~~157~~344,~~349~~754		~~3,313,633~~
Total	$24,085,155	$	21$23,~~411~~955,~~431~~271	$	~~18,979,056~~

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
	For the Three Months Ended
			March 27, 2004			March 29, 2003			March 27, 2004			March 29, 2003
	Oct. 2, 2004		Sept. 27, 2003
Accrued warranty costs at beginning of period	$ 287,000	$	$ 275,195		$	~~234,615~~		$	~~276,405~~		$	~~235,084~~
Payments made for warranty costs	(47,179	)	(~~153~~58,~~177~~864	)		~~(115,293~~	)		~~(49,996~~	)		~~(50,859~~	)
Accrual for product warranty	48,950		~~154~~58,~~025~~670			~~148,756~~			~~49,634~~			~~83,853~~
Accrued warranty costs at end of period	$ 288,771	$	~~276~~$ 275,~~043~~001		$	~~268,078~~		$	~~276,043~~		$	~~268,078~~

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
	For the Three Months Ended
			March 27, 2004			March 29, 2003			March 27, 2004			March 29, 2003
	Oct. 2, 2004		Sept. 27, 2003
Net income	$390,511	$	2$ 669,~~250,123~~875		$	~~1,442,080~~		$	~~1,138,341~~		$	~~395,387~~
Other comprehensive income:
Foreign currency translation adjustment	225,510		92(3,~~435~~536	)		~~89,864~~			~~(42,813~~	)		~~173,491~~
Gain (loss) on derivative instrument			398,197			(554,853	)		2,670			43,411
Gain on derivative instrument	93,381		229,693
Minimum SERP liability adjustment			--			(818	)		--			(1,731	)
Comprehensive income	$709,402		$ 896,032
Comprehensive income		$	2,740,755		$	976,273		$	1,098,198		$	610,558

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
	For the Three Months Ended
		March 27, 2004						March 29, 2003						March 27, 2003						March 29, 2003
	Oct. 2, 2004				Sept. 27, 2003
	Pre-Tax		~~Pre~~After-Tax		Pre-Tax	~~After-Tax~~	After-Tax		~~Pre-Tax~~			~~After-Tax~~			~~Pre-Tax~~			~~After-Tax~~			~~Pre-Tax~~			~~After-Tax~~
Change in fair value of interest rate swap	$ 382,381	$	1$ 248,~~372,714~~731		$ 603,527	~~892,534~~	$ 392,293	$	~~(162,510~~	)	$	~~(105,632~~	)	$	~~259,403~~		$	~~168,612~~		$	~~309,077~~		$	~~200,900~~
Settlement to interest expense	(239,000	)	(~~760~~155,~~517~~350	)	(250,834	~~(494,336~~)	)(162,600	)	~~(690,343~~	)		~~(449,221~~	)		~~(254,733~~	)		~~(165,942~~	)		~~(242,666~~	)		~~(157,489~~	)
Other comprehensive income (loss)		$	612,197		$	398,197		$	(852,853	)	$	(554,853	)	$	4,670		$	2,670		$	66,411		$	43,411
Other comprehensive income	$ 143,381		$ 93,381		$ 352,693		$ 229,693

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			Mar. 29, 2003			Mar. 27, 2004			Mar. 29, 2003			Mar. 27, 2004			Mar. 29, 2003
Service cost	$	122,929		$	87,158		$	1,743		$	462		$	22,137		$	16,109
Interest cost		275,210			277,819			48,794			47,860			31,499			33,902
Expected return on plan assets		(442,168	)		(390,359	)		-			-			-			-
Amortization of prior service cost		34,240			34,240			(2,667	)		(2,667	)		(55,495	)		(55,495	)
Amortization of net (gain)/loss		134,674			34,754			38,293			33,636			57,906			54,310
Net periodic pension cost	$	124,885		$	43,612		$	86,163		$	79,291		$	56,047		$	48,826

~~For~~Components ~~the~~of ~~nine~~Net Periodic ~~months~~Benefit ~~ended~~Costs:

	Pension Benefits						SERP Benefits						PostretirementHealth-Care Benefits
		Mar. 27, 2004			Mar. 29, 2003			Mar. 27, 2004			Mar. 29, 2003			Mar. 27, 2004			Mar. 29, 2003
Service cost	$	368,786		$	261,474		$	5,229		$	1,386		$	66,410		$	48,327
Interest cost		825,629			833,458			146,381			143,580			94,498			101,706
Expected return on plan assets		(1,326,505	)		(1,171,076	)		-			-			-			-
Amortization of prior service cost		102,720			102,720			(8,002	)		(8,002	)		(166,485	)		(166,485	)
Amortization of net (gain)/loss		404,021			104,262			114,880			100,908			173,717			162,931
Net periodic pension cost	$	374,651		$	130,838		$	258,488		$	237,872		$	168,140		$	146,479

For the three months ended:

	Benefits				SERP Benefits			Postretirement Health-Care Benefits

	Oct. 2, 2004		Sept. 27, 2003		Oct. 2, 2004	Sept. 27, 2003		Oct. 2, 2004	Sept. 27, 2003

Service cost	$ 123,303		$ 123,005		$ 1,805	$(1,756	)	$22,137	$22,137
Interest cost	276,056		275,383		44,849	48,840		31,702	31,499
Expected return on plan
assets	(433,480	)	(442,846	)	-	-		-	-
Net amortization	170,851		170,470		35,807	36,048		2,411	2,411

Net periodic pension cost	$ 136,730		$ 126,012		$82,461	$ 83,132		$56,250	$56,047

Employer Contributions

The Company has contributed $~~171~~167,~~906~~932 for the quarter ~~and $515,088 for the nine months~~ ended ~~March~~October 272, 2004 to fund its retirement plans compared to $~~182~~172,~~245 and $473,086, respectively~~ 028 for the same ~~periods~~period in the prior year. The Company anticipates ~~contributing~~additional contributions of approximately ~~an additional~~ $~~160~~500,000 to fund its retirement plans in fiscal ~~2004~~2005 for an estimated total of $~~633~~670,000.

Note 9 – Segment Information

~~The~~During ~~Company~~the isfourth ~~segregated~~quarter ~~into~~of ~~two~~fiscal ~~operating~~2004, ~~divisions.~~management ~~The~~began ~~Office~~managing ~~Products~~the ~~division~~business ~~sells precision drawer slides~~ and ~~ergonomic~~ ~~products~~reviewing tofinancial 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~~by ~~the results of~~market ~~operations~~channel ~~for~~rather ~~each~~than ofby the ~~Company’s~~previous ~~divisions~~Home ~~for~~& ~~the~~Commercial ~~nine~~Products ~~months~~ and ~~three~~Office ~~months~~Products ~~ended March 27, 2004 and March 29, 2003 respectively~~divisions. 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		$	74,404,376	$	-		$	107,215,636
Income tax expense (benefit)		(1,174,894	)		3,803,626		(1,372,659	)		1,256,073
Net income (loss)		(1,987,494	)		6,160,034		(1,922,417	)		2,250,123
March 29, 2003:
Net sales to external customers	$	26,634,762		$	66,370,791		-			93,005,553
Income tax expense (benefit)		264,689			3,537,521		(3,585,666	)		216,544
Net income (loss)		441,546			6,027,783		(5,027,249	)		1,442,080

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

For the Nine Months Ended:	Office Products			Home andCommercialProducts		Other			ConsolidatedTotal
March 27, 2004:
Net sales to external customers	$	10,104,389		$	26,755,249	$	-		$	36,859,638
Income tax expense (benefit)		(301,533	)		1,356,229		(365,120	)		689,576
Net income (loss)		(501,573	)		2,213,796		(573,882	)		1,138,341
March 29, 2003:
Net sales to external customers		8,116,406			23,840,045		-			31,956,451
Income tax expense (benefit)		(119,219	)		1,096,838		(1,368,936	)		(391,317	)
Net income (loss)		(215,288	)		1,927,624		(1,316,949	)		395,387

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

~~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~~ administrative costs as shown below. ~~Due~~In toaccordance ~~the~~with ~~complexity~~SFAS inNo. ~~obtaining~~131, ~~this~~“Disclosures ~~information~~about Segments of ~~for~~an ~~prior~~Enterprise ~~years~~and Related Information”, ~~restatement~~only ofthose ~~prior~~measures ~~year~~prepared ~~results~~on an ongoing basis and reviewed by ~~channel~~the ischief ~~impracticable~~operating decision maker are disclosed.

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

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.

For the Three Months Ended:	Office Products OEM		Office Products Dealer	Consumer		Distribution and Other	Manufacturing		Corporate and Other		Consolidated Total

Oct. 2, 2004:
Net sales to external
customers	$10,202,142		$2,429,815	$7,495,984		$18,257,829	$ -		$ -		$38,385,770
Operating profit (loss)
before administrative
costs, other expenses and
income taxes	$ 562,466		$390,239	$(347,318	)	$2,395,381	$(1,060,466	)	-		$1,940,302
Administrative costs,
other expenses	-		-	-		-	-		$1,277,935		$1,277,935
Income tax expense	-		-	-		-	-		$271,856		$271,856
Net income (loss)	$ 562,466		$390,239	$(347,318	)	$2,395,381	$(1,060,466	)	$(1,549,791	)	$390,511

Sept. 27, 2003:
Net sales to external
customers	$9,395,753		$2,482,675	$8,225,567		$15,909,017	$ -		$ -		$36,013,012
Operating profit (loss)
before administrative
costs, other expenses and
income taxes	$(886,867	)	$252,418	$ 36,611		$3,187,669	$(301,558	)	-		$2,288,273
Administrative costs,
other expenses	-		-	-		-	-		$1,417,116		$1,417,116
Income tax expense	-		-	-		-	-		$201,282		$201,282
Net income (loss)	$(886,867	)	$252,418	$ 36,611		$3,187,669	$(301,558	)	$(1,618,398	)	$669,875

	OFFICE PRODUCTS
	For the Nine Months Ended											For the Three Months Ended
March 27, 2004:		OEM			Dealer		Unallocated			Total			OEM			Dealer		Unallocated			Total
Net sales to external customers	$	26,142,410		$	6,668,850	$	-		$	32,811,260		$	8,112,999		$	1,991,390	$	-		$	10,104,389
Operating profit before administrative costs, other expenses and income taxes		(3,213,060	)		911,212		-			(2,301,848	)		(838,790	)		312,068		-			(526,722	)
Administrative costs, other expenses and income taxes					-		(314,354	)		(314,354	)		-			-		(25,149	)		(25,149	)
Net income (loss)		-			-		-			(1,987,494	)		-			-		-			(501,573	)

Note 10 – Legal Contingencies

~~The~~Two ~~Home~~pending &legal ~~Commercial~~matters ~~division~~are ~~was~~described ~~segregated~~in ~~into~~Note ~~two~~10 ~~market~~– ~~channels:~~Legal ~~consumer~~Contingencies ~~and~~in ~~distribution/other. The consumer market channel represents sales of a majority of~~ the ~~Company’s~~2004 ~~product~~Annual ~~lines~~Report ~~to retailers.~~on ~~The~~Form ~~distribution/other market channel represents the sales of many of the~~10-K. ~~Company’s~~There ~~product~~have ~~lines~~been tono ~~kitchen~~recent ~~and~~material ~~bath~~developments ~~OEM~~in ~~manufacturers~~these ~~and full line woodworking distributors~~matters.

10The Company is also subject to other legal proceedings and claims, which arise in the ordinary course of business.

	HOME AND COMMERCIAL
	For the Nine Months Ended								For the Three Months Ended
March 27, 2004:		Consumer		Distribution and Other		Unallocated		Total		Consumer		Distribution and Other		Unallocated		Total
Net sales to external customers	$	24,810,135	$	49,594,244	$	-	$	74,404,376	$	9,102,479	$	17,652,770	$	-	$	26,755,249
Operating profit before administrative costs, other expenses and income taxes	$	1,263,409		9,693,219		-		10,956,628		653,705		3,246,524		-		3,900,229
Administrative costs, other expenses and income taxes		-		-		4,796,594		4,796,594		-		-		1,686,433		1,686,433
Net income (loss)		-		-		-		6,160,034		-		-		-		2,213,796

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.

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

RESULTS OF OPERATIONS

Net Sales

Net sales for the ~~third~~first quarter of fiscal ~~2004~~2005 were $3638.94 million compared to $3236.0 million for the same period in the prior year. ~~Net~~In ~~sales~~total, ~~for~~ the ~~first~~Company ~~nine~~had ~~months~~new ofproduct ~~fiscal~~sales ~~2004~~of ~~were~~ $~~107~~6.21 million, in the first quarter of fiscal 2005 compared to $935.05 million in the ~~prior~~first quarter of fiscal 2004. The Company consistently defines new product sales as those products sold within a three-year period from the date of introduction.

~~During~~The ~~the~~Distribution ~~third quarter of fiscal 2004, the Home~~ and ~~Commercial~~Other ~~division had~~ segment net sales of $2618.83 million ~~compared~~grew toby ~~$23~~14.8 ~~million~~% induring the ~~third~~first quarter of fiscal ~~2003.~~2005 ~~Net~~resulting primarily ~~sales~~from ~~for~~ the ~~first~~addition ~~nine months~~ of ~~fiscal 2004~~several ~~were~~new ~~$74~~products.4 ~~million~~These ~~compared~~include toa ~~$66.4~~line ~~million~~of ~~for~~wood ~~the~~storage products, ~~same~~several ~~period~~upscale inwood ~~the~~and ~~prior~~wire ~~year. Year~~kitchen tostorage ~~date through March 27~~accessories, ~~2004,~~and the ~~division~~expanded ~~posted sales growth in all~~ line of ~~the markets~~precision ~~that~~ball itbearing ~~serves.~~drawer ~~New products~~slides, including the ~~Shelf~~Precision ~~Made~~Built™ ~~Instant~~family ~~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 ~~the third quarter of fiscal 2004, the~~ Company ~~introduced~~continues ato ~~line~~invest ofin ~~garage~~both ~~organization~~new products ~~and~~for ~~obtained the~~this ~~business~~key ofchannel aas ~~new major retailer. The Company has also seen growth in the distribution~~well ~~market~~as ~~where~~value itadded ~~made~~services, ~~significant~~such ~~investments~~as inits ~~the~~vendor ~~prior~~managed ~~fiscal~~inventory ~~year~~capabilities.

The ~~Office~~Consumer ~~Products~~segment ~~division had~~ net sales declined ofby ~~$10~~8.18% ~~million for the third quarter of fiscal 2004, compared~~ to $87.15 million ~~for the~~when ~~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~~Last ~~and~~year, ~~Institutional Furniture Manufacturers’ Association (BIFMA) results for~~ the ~~period from~~Company ~~July~~launched ~~through~~a ~~February~~number ~~2004,~~of ~~showed~~new ~~both~~products ~~flat~~to ~~shipments~~several ~~and~~key ~~nominal~~customers ~~growth~~during ~~in orders~~the ~~when~~first ~~compared~~quarter toand ~~the~~filled ~~same period in~~ the ~~prior~~initial ~~year.~~stocking ~~The~~orders ~~Office Products division, however, increased its sales,~~ during ~~the~~this ~~nine-month~~same period ~~and~~resulting ~~the quarter ended March 27, 2004, to~~in ~~both~~higher ~~the~~than ~~original~~normal ~~equipment~~sales. ~~manufacturer~~This ~~channel~~segment ~~and~~continues ~~the~~to ~~dealer~~introduce ~~channel.~~new ~~New~~ products~~, including~~ ~~precision~~to ~~drawer slides specifically designed for individual~~ its customers ~~and~~including ~~the new~~an ~~heavy-duty~~upscale ~~8800™~~line ~~precision~~of ~~slide~~glass ~~with~~shelving, ~~the~~a ~~patented~~line ~~interlock~~of ~~system,~~garage ~~provided the~~organization ~~opportunities~~products ~~to grow sales~~ and ~~gain~~an ~~market~~expanded ~~share.~~offering ~~The Company also introduced a new line~~ of ~~height~~the ~~adjustable~~Shelf ~~tables~~Made™ toinstant ~~both markets during the fiscal year~~shelves.

InThe ~~total,~~Office ~~the~~Products ~~Company~~Original Equipment ~~had~~Manufacturer ~~new~~(“OEM”) ~~product sales~~segment ofrecorded ~~$5.4~~increased ~~million~~net insales for the first ~~third~~ quarter of fiscal ~~2004~~2005 ~~compared~~of to $310.02 million, inan increase of 8.6%, when compared to the ~~third~~prior ~~quarter~~year. ofThe ~~fiscal~~Business ~~2003.~~and ~~New~~Institutional ~~product~~Furniture ~~sales~~Manufacturers’ Association (BIFMA) results for the ~~first nine~~ months of ~~fiscal~~July and August 2004 , reported increased toshipments ~~$15~~of 4.23% ~~million~~compared ~~from~~to ~~$8.1~~the ~~million~~same period in the ~~same~~prior ~~period~~year. The Company’s ability to provide customer specific versions of ~~fiscal~~KV’s ~~2003~~precision ball bearing drawer slides has been the primary reason for its ability to outperform the overall market in this channel.

The Office Products Dealer segment net sales remained relatively stable at $2.4 million compared to the first quarter of the prior year. The Company expects to see growth in this market as the new products are fully introduced into the marketplace. These products include the ProLiftix™ line of height adjustable tables, the Polaris™ lever free adjustable keyboard system and the Proxi™ line of office organization tools.

Gross Profit

Gross profit, as a percentage of net sales, was 2117.~~6% for the third quarter and 20.~~7% for the first ~~nine~~quarter ~~months~~ of fiscal ~~2004~~ 2005 compared to 2019.~~7% and 21.~~6%, ~~respectively,~~ for the same period ~~periods~~ in the prior year. The ~~improvement~~ in gross profit ~~during~~was ~~the~~negatively ~~third~~impacted ~~quarter~~by ofthe ~~fiscal~~increased ~~2004 reflects the~~cost ~~Company’s~~of ~~ability~~steel. toSince ~~better~~the ~~leverage~~beginning ~~fixed~~of ~~overhead~~the ~~costs~~calendar asyear, athe ~~result~~average price of ~~the~~steel has increased ~~sales~~over ~~volumes~~70%. The ~~decrease~~increased ~~from~~steel ~~the~~costs ~~prior~~resulted ~~year~~in ~~for~~ the ~~nine-month~~Company ~~period~~paying approximately ~~primarily~~$2.5 ~~reflects~~million ~~promotional~~more ~~incentives~~for ~~offered~~raw tosteel ~~new~~during ~~customers~~the ~~and~~quarter tothan ~~launch~~it ~~new products.~~would ~~These~~have ~~promotional~~if ~~incentives~~steel ~~accounted~~prices ~~for~~had remained aas ~~decrease~~they were at the beginning of 1the calendar year.1% ~~for~~During the ~~nine-month~~first quarter of ~~period.~~fiscal ~~The~~2005, the Company ~~expenses~~was ~~these~~able ~~items~~to atpass ~~the~~through ~~initial~~approximately ~~shipment~~70% of ~~product~~the increase to ~~the~~its ~~customer~~customers. orWhile ~~prorata~~it ~~based~~is ondifficult ~~sales~~to ~~volumes~~predict ~~over~~whether the ~~contract~~cost ~~period~~of steel will continue to escalate, ifit does appear that the ~~Company~~cost ~~has firm~~of ~~written~~steel ~~purchase~~may ~~commitments~~stabilize ~~from~~for the ~~customers~~last three months of calendar 2004.

1211

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

During the ~~third~~first quarter of fiscal ~~2004~~2005, the ~~Company~~Office ~~began~~Products toOEM ~~realize~~segment ~~increased~~showed ~~costs~~their tocost ~~procure steel~~ for ~~production~~Asian ofslides ~~many of~~at ~~its products. The increased steel costs resulted in~~ the ~~Company~~Asian ~~paying approximately~~cost ~~$250,000~~regardless ~~more~~of ~~for~~whether ~~raw~~or ~~steel~~not ~~during~~ the ~~quarter~~slides ~~than~~were itproduced ~~would have if the steel prices had remained stable~~domestically. ~~The~~This ~~uncertainty~~resulted in improved ~~the~~profitability ~~steel market makes it difficult~~ for ~~management~~this ~~to predict~~segment ~~whether~~of ~~steel~~the ~~prices~~business ~~will~~and ~~continue~~correspondingly toreduced ~~rise. Management has been able to quantify that a 5% increase in raw steel results in approximately 2.5% decrease in~~ the ~~Company’s~~profitability ~~gross~~of ~~margin, providing~~ the ~~Company~~Manufacturing ~~is unable to pass these increased raw material costs onto its customers~~segment.

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 15.62% for the ~~third~~first quarter ~~and~~of fiscal 2005 compared to 16.31% for the ~~first nine~~same ~~months~~period ofin ~~fiscal~~the ~~2004~~prior ~~compared~~year. toThe ~~19.7%~~decrease in selling and ~~18.8%~~administrative expense, ~~for~~as ~~the~~a ~~same~~percentage ~~periods~~of insales, reflects the ~~prior year.~~fact ~~The~~that ~~prior~~the ~~year~~Company ~~results~~has ~~reflected~~been ~~additional~~successful in ~~marketing~~its ability to ~~reintroduce~~leverage ~~its~~the ~~line~~fixed portion of ~~kitchen~~ its selling and ~~bath~~administrative ~~accessories~~expenses while ~~under~~sales ~~the~~have ~~Real~~grown. ~~Solutions~~Ongoing ~~for~~investments ~~Real~~are ~~Life™~~being ~~logo~~made in those products and markets ~~investments~~where init ~~selling~~believes ~~efforts~~that tosuch ~~the~~investments ~~distribution~~will ~~channel~~generate future growth.

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~~394,~~760~~586 for the quarter ~~and $1,202,698 for the nine months~~ ended ~~March~~October 272, 2004, compared to $~~364~~389,~~657~~931 ~~and $1,082,917, respectively,~~ for the same ~~periods~~period in the prior year. The ~~increase~~slight change reflects the ~~higher~~increased ~~level~~cost of borrowings ~~outstanding~~at ~~under~~ the ~~Company’s~~prime ~~revolving credit facility~~rate.

Other income was $3687,~~344~~428 for the first quarter ~~and~~of ~~other~~fiscal ~~expense~~2005 ~~was $13,345 for the nine months ended March 27, 2004,~~ compared to other ~~income~~expense of $462,~~148~~998 ~~and $127,593, respectively,~~ for the same ~~periods~~quarter in the prior year. The other income in the ~~third~~first quarter of fiscal ~~2004~~2005 ~~and~~reflects ~~both~~a ofsettlement payment ~~the~~received ~~periods~~ in ~~the prior~~connection ~~year~~with ~~reflects~~one ~~royalty~~of ~~payments~~the ~~received~~Company’s ~~on certain patent settlements~~patents. The other ~~expense~~ expense shown ~~for~~in the ~~nine~~prior ~~months~~year ~~ended March 27, 2004~~ resulted from exchange rate losses recorded on certain Canadian sales.

Income Taxes

The effective tax rate was 3741.70% for the ~~third~~first quarter of fiscal ~~2004~~2005 ~~and~~compared ~~35.8%~~to ~~for~~an ~~the~~effective ~~nine~~rate ~~months~~of ~~ended~~23.1% ~~March~~in ~~27,~~the ~~2004.~~prior ~~The~~year. ~~effective~~The ~~rate~~current ~~for~~year ~~the~~rate ~~first~~is ~~nine~~slightly ~~months~~higher ofthan ~~fiscal~~the ~~2004~~normal ~~benefited~~effective ~~from~~tax ~~the~~rate ~~review~~due ~~and~~to ~~subsequent~~valuation ~~adjustment~~allowances ofrecorded ~~certain~~for ~~deferred~~state ~~tax~~taxes ~~valuation~~at ~~reserves~~the ~~that~~domestic ~~were~~subsidiary. ~~deemed~~The ~~to no~~effective ~~longer~~tax berate ~~necessary.~~was ~~The~~lower ~~effective~~in ~~tax~~the ~~rate~~prior isyear ~~anticipated~~due to bethe ~~between~~reversal ~~37%~~of ~~and~~certain ~~38%~~valuation ~~for~~allowances at the ~~remainder~~Canadian ofsubsidiary ~~the~~that ~~fiscal~~were ~~year~~no longer deemed necessary.

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%.

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~~first quarter of fiscal ~~2004~~2005 was $~~1.1~~390,511 ~~million~~ or $0.2509 per diluted share compared to $~~395~~669,~~387~~875, or $0.0915 per diluted share for the same quarter of last year. ~~Net~~The ~~income~~decline ofin ~~$2.3~~net ~~million,~~income orreflects ~~$0.50 per~~the ~~diluted~~negative ~~share~~impact ~~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~~steel ~~volumes,~~costs ~~combined~~along with ~~the~~a ~~ability~~higher toeffective ~~leverage~~tax ~~certain fixed selling and administrative expenses~~rate.

Liquidity and Capital Resources

Net cash ~~provided~~used byfor operating activities for the first ~~nine~~three months of fiscal ~~2004~~2005 was $~~2.6~~44,547 ~~million~~ compared to $~~4.1 million~~45,961 for the first ~~nine~~three months of fiscal ~~2003~~2004. The Company ~~has~~paid ~~invested~~a ~~over~~number ~~$2.4 million~~of significant accruals in ~~inventory during~~ the first ~~nine~~quarter ~~months~~ of fiscal ~~2004~~2005 toincluding ~~support~~federal ~~the~~income ~~launch~~taxes, ~~of certain new products. Following~~ the ~~initial~~profit ~~launch period, management will work to reduce~~sharing ~~this~~contribution ~~level~~and ofthe ~~cash~~various ~~invested~~incentive inplan ~~inventory~~bonuses. InThis ~~addition,~~cash ~~the~~outflow ~~increased~~was ~~sales volume has~~partially ~~resulted~~offset inby a ~~$3.8~~reduction ~~million increase~~ in accounts receivable asdue ofto ~~March~~the ~~27,~~Company ~~2004~~more closely managing its credit terms.

Cash used for investing activities was $~~929~~718,~~731~~303 for the first ~~nine~~three months of fiscal ~~2004~~2005, compared to $~~2.6~~457,452 ~~million~~ used in ~~the~~ the same period in the prior year. Capital expenditures totaled $~~959~~716,~~030~~514 for the ~~nine months~~three months ended ~~March~~October 272, 2004, compared to $~~2.7~~440,487 ~~million~~ for the first ~~nine~~three months of the prior year. The capital expenditures for the ~~nine~~first three months of fiscal ~~2004~~2005 represented ~~investments~~ investments in tooling for new products, ~~including~~a ~~certain~~ new ~~custom~~showroom ~~precision~~in ~~slides. There~~Chicago ~~were~~and noequipment ~~significant capital expenditure commitments at March 27, 2004. Capital expenditures~~ for ~~the~~Asian ~~fiscal year are anticipated to be approximately $1~~production.5 ~~million.~~

~~Cash~~12 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
	Total		Less than 1 year		1-3 years		4-5 years
Long-term debt	$	25,000,000		-	$	25,000,000	$	-
Capital lease		63,707		16,988		33,977		12,742
Operating leases		101,293		62,096		29,197		-
Interest rate swap agreement		1,942,783		1,250,000		692,783		-
Purchase obligations		217,813		217,813		-		-
Total contractual cash obligations	$	27,325,596	$	1,546,897	$	25,765,957	$	12,742

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.

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

There were capital expenditure commitments of approximately $1.1 million for tooling, the Chicago showroom and the Asian production equipment at October 2, 2004. Capital expenditures for the fiscal year are anticipated to be approximately $4.0 million.

Cash provided by financing activities was $256,764 for the first three months of fiscal 2005 compared to $473,746 for the same period in the prior year. The Company borrowed less on the revolving line of credit during the first quarter of fiscal 2005.

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

Legal Proceedings

~~The~~Two ~~Canada~~pending ~~Customs~~legal ~~and~~matters ~~Revenue Agency~~are ~~(“CCRA”)~~described ~~has~~in ~~performed~~Note an10 ~~audit~~– ofLegal ~~the~~Contingencies ~~Company’s~~in ~~sales to its wholly-owned subsidiary, Knape & Vogt Canada. Preliminary results from a joint review by~~ the ~~Company~~ ~~and~~2004 ~~its~~Annual ~~customs~~Report ~~broker~~on ~~indicate~~Form ~~that the Company may be liable for certain customs transactions, however, the amount of any such potential liability is unknown at this time~~10-K. ~~The~~There ~~Company~~have isbeen ~~defending~~no ~~its~~recent 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~~developments ~~effect~~in onthese ~~the Company’s earnings~~matters.

The Company ~~was~~is ~~sued~~also insubject 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~~other ~~Court~~legal ofproceedings ~~Appeals.~~and ~~The plaintiff filed a delayed request for leave to appeal to the Michigan Supreme Court. In August 2002~~claims, ~~the~~which ~~plaintiff~~arise ~~filed a lawsuit seeking these retirement benefits~~ in the ~~Federal~~ordinary ~~District~~course ~~Court for the Western District~~ of ~~Michigan. During~~business 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~~May ~~2003~~2004, the Financial ~~Accounting~~ Accounting Standards Board (“FASB”) issued ~~Statement~~FASB ofStaff ~~Financial~~Position ~~Accounting Standards~~ (“~~SFAS~~FSP”) ~~No. 149,~~FAS 106-2, “~~Amendment~~Accounting ofand ~~Statement~~Disclosure ~~133~~Requirements onRelated ~~Derivative~~to the Medicare Prescription Drug, ~~Instruments~~Improvement and ~~Hedging~~Modernization ~~Activities~~Act of 2003.” ~~SFAS~~FSP ~~149~~FAS ~~amends~~106-2 ~~and~~supercedes ~~clarifies~~FSP ~~financial~~FAS 106-1, ~~accounting~~“Accounting and ~~reporting~~Disclosure ~~for~~Requirements ~~derivative~~Related ~~instruments,~~to ~~including~~the ~~certain~~Medicare ~~derivative~~Prescription Drug, ~~instruments~~Improvement ~~embedded~~and inModernization ~~other~~Act ~~contracts~~of 2003,” and ~~for~~provides ~~hedging~~guidance ~~activities~~on ~~under~~the ~~SFAS~~accounting, ~~No. 133~~disclosure, ~~Accounting~~effective ~~for~~date ~~Derivative Instruments~~ and ~~Hedging~~transition ~~Activities.~~rules Itrelated ~~is effective~~to ~~for~~the ~~contracts~~Medicare ~~entered~~Prescription ~~into~~Drug, Improvement orand ~~modified~~Modernization ~~after~~Act ~~June 30,~~of 2003,. ~~except~~FSP ~~as stated~~FAS ~~within~~106-2 ~~the~~was ~~statement,~~adopted ~~and~~during ~~should~~the befirst quarter ~~applied~~and ~~prospectively. This statement~~ had no ~~material~~ ~~effect~~impact 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~~2004 Annual Report on Form 10-K.

1513

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~~247,~~783~~752 at ~~March~~October 272, 2004 and $21,~~554~~391,~~980~~133 at ~~June~~July 283, ~~2003~~2004.

The following table provides information on the Company’s fixed maturity investments as of ~~March~~October 272, 2004 that ~~are~~ are sensitive to changes in interest rates. The table also presents the corresponding ~~interest~~ 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

Liability	Amount	Maturity Date
Variable rate revolving credit
agreement	$25,472,771	November 1, 2006
First $20,000,000 at an interest rate
of 1.80% (3 month LIBOR)
plus weighted average
credit spread of .75%;
Next $5,000,000 at an interest rate of
1.84% (1 month LIBOR)
plus weighted average
credit spread of .75%;
Amounts in excess of $25,000,000
at the prime rate, currently 4.75%

Interest Rate Swap
Notional amount	$20,000,000	June 1, 2006
Pay/Receive variable
at 3 month LIBOR - 1.79%
Pay fixed interest rate - 6.25%

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

1614

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.

1715

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

3.1

Bylaws of Knape & Vogt Manufacturing Company as amended and restated October 15, 2004

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.

1816

(b)

Reports on Form 8-K

Knape & Vogt furnished the following Form 8-K during the quarter ended ~~March~~October 272, 2004.

Date of ~~ReportJanuary~~ReportAugust 12, 2004 Filing ~~DateJanuary~~DateAugust 12, 2004 ~~Items~~August ~~Reported~~12, 2004 Under Item 9, this Form 8-K included a press release that reported Knape & Vogt’s financial results for the fiscal quarter and fiscal year that ended on ~~December~~July 273, ~~2003~~2004. ~~The~~Items ReportedThe press release included summary consolidated financial data for the fiscal quarters and years ended ~~December~~July 273, ~~2003~~2004 and ~~December~~June 28, ~~2002~~2003. The press release also contained balance sheet information as of ~~December~~July 273, ~~2003~~2004 and June 28, 2003.

1917

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)
		Knape & Vogt Manufacturing Company
Date: April 26, 2004		/s/ William R. Dutmers William R. Dutmers Chairman of the Board and Chief Executive Officer
		(Registrant)
Date: April 26, 2004		/s/ Leslie J. Cummings Leslie J. Cummings Vice President of Finance and Treasurer
Date: October 18, 2004		/s/ William R. Dutmers
		William R. Dutmers
		Chairman of the Board and Chief Executive Officer
Date: October 18, 2004		/s/ Leslie J. Cummings
		Leslie J. Cummings
		Vice President of Finance and Treasurer

2018

EXHIBIT INDEX

Exhibit

Description

3.1	Bylaws of Knape & Vogt Manufacturing Company as amended and restated October 15, 2004

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.

2119

EXHIBIT 3.1

ADOPTED: OCTOBER 15, 2004

AMENDED AND RESTATED B Y L A W S

KNAPE & VOGT MANUFACTURING COMPANY

A Michigan corporation

ARTICLE I
OFFICES

1.1 Registered Office. The registered office of the corporation shall be located at the address specified in the Articles of Incorporation or at such other place as may be determined by the Board of Directors if notice thereof is filed with the State of Michigan.

1.2 Other Offices. The business of the corporation may be transacted at such locations other than the registered office, within or outside the State of Michigan, as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II
CAPITAL SHARES

2.1 Share Certificates. Certificates representing shares of the corporation shall be in such form as is approved by the Board of Directors. Certificates shall be signed in the name of the corporation by the Chairman of the Board of Directors, the President or a Vice President, and by the Treasurer or Secretary of the corporation, and shall be sealed with the seal of the corporation if one is adopted. If an officer who has signed a certificate ceases to be such officer before the certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of issue. The Board of Directors may authorize the issuance of some or all of the shares of any or all classes or series without certificates. Any such authorization shall not affect shares already represented by certificates until the certificates are surrendered. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send or cause to be sent to the shareholder a written statement including the following information: (a) the corporation is formed under the laws of the State of Michigan, (b) the name of the person to whom the shares have been issued, (c) the number and class of shares, and the designation of the series, if any, issued, and (d) a statement that the corporation will furnish to the shareholder upon request and without charge a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued, and if the corporation is authorized to issue any class of shares in series, the designation, relative rights, preferences, and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences, and limitations of other series. If applicable, the statement shall also set forth any restriction on transfer or registration of transfer of the shares issued.

2.2 Replacement of Lost or Destroyed Certificates. If a share certificate is lost or destroyed, no new certificate shall be issued in place thereof until the corporation has received such assurances, representations, warranties, or guarantees from the registered holder as the Board of Directors, in its sole discretion, deems advisable and until the corporation receives such indemnification against any claim that may be made on account of the lost or destroyed certificate, or the issuance of any new certificate in place thereof, including an indemnity bond in such amount and with such sureties, if any, as the Board of Directors, in its sole discretion, deems advisable. Any new certificate issued in place of any lost or destroyed certificate shall be plainly marked “duplicate” upon its face.

2.3 Transfer of Shares; Shareholder Records. The Board of Directors may appoint a transfer agent or a registrar of transfer and, upon such appointment, capital shares of the corporation shall be transferable only upon the books of the transfer agent or registrar of transfer. The old certificates shall be surrendered by delivery to the transfer agent or registrar, properly endorsed for transfer, and the old certificates shall be canceled before a new certificate is issued. The signatures of the officers required by Section 2.1 hereof and the corporate seal, if any, may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employees. If an officer whose facsimile signature has been placed upon a certificate ceases to be such officer before the certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of issue. The transfer agent or the registrar of transfer shall keep records containing the names and addresses of all shareholders, the number, class, and series of shares held by each, and the dates when they respectively became holders of record thereof. The corporation shall be entitled to treat the person in whose name any share, right, or option is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim, regardless of any notice thereof, except as may be specifically required by the laws of the State of Michigan.

2.4 Rules Governing Share Certificates. Subject to Article III of the Articles of Incorporation, the Board of Directors shall have the power and authority to make such rules and regulations as they may deem expedient concerning the issue, transfer, and registration of share certificates.

2.5 Record Date for Share Rights. The Board of Directors may fix in advance a date not exceeding sixty (60) days preceding the date of payment of any dividend or other distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, as a record date for the determination of the shareholders entitled to receive payment of any such dividend or other distribution, or any such allotment of rights, or to exercise rights with respect to any such change, conversion, or exchange of capital shares and, in such case, only shareholders of record on the date so fixed shall be entitled to receive payment of such dividend or other distribution, or allotment of rights, or exercise such rights, as the case may be, notwithstanding the transfer of any shares on the books of the corporation after such record date. If the Board of Directors shall fail to fix a record date, the record date for the purposes specified herein shall be the close of business on the date on which the resolution of the Board of Directors relating thereto is adopted.

-2-

2.6 Dividends. The Board of Directors, in its discretion, may from time to time declare and direct payment of dividends or other distributions upon the corporation’s outstanding shares out of funds legally available for such purposes, which dividends may be paid in cash, the corporation’s bonds, or the corporation’s property, including the shares or bonds of other corporations. In the event a dividend is paid or any other distribution made, in any part, from sources other than earned surplus, payment, or distribution thereof shall be accompanied by written notice to the shareholders: (a) disclosing the amounts by which the dividend or distribution affects stated capital, capital surplus, and earned surplus; or (b) if such amounts are not determinable at the time of the notice, disclosing the approximate effect of the dividend or distribution upon stated capital, capital surplus, and earned surplus and stating that the amounts are not yet determinable.

In addition to the declaration of dividends or other distributions provided in the preceding paragraph of this Section 2.6, the Board of Directors, in its discretion, may from time to time declare and direct payment of a dividend in shares of this corporation, upon its outstanding shares, in accordance with and subject to the provisions of the Articles of Incorporation and the Business Corporation Act of Michigan. A share dividend or other distribution of shares of the corporation shall be accompanied by a written notice to shareholders: (a) disclosing the amounts by which the distribution affects stated capital, capital surplus, and earned surplus; or (b) if such amounts are not determinable at the time of the notice, disclosing the approximate effect of the distribution upon stated capital, capital surplus, and earned surplus and stating that the amounts are not yet determinable.

ARTICLE III
SHAREHOLDERS

3.1 Place of Meetings. Meetings of shareholders shall be held at the registered office of the corporation or at such other place, within or outside the State of Michigan, as may be determined from time to time by the Board of Directors; provided, however, that if a shareholders meeting is to be held at a place other than the registered office, the notice of the meeting shall designate such place.

3.2 Annual Meeting. Annual meetings of shareholders for election of directors and for such other business as may come before the meeting shall be held on Friday of the third full week of October of each year, but if such day is a legal holiday, then the meeting shall be held on the first business day following, at such time as may be fixed by the Board of Directors, or at such other date and time within the four (4) months next succeeding the end of the corporation's fiscal year as may be designated by the Board of Directors and stated in the notice of the meeting. If the annual meeting is not held on the date specified, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient.

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3.3 Special Meetings. Special meetings of shareholders may be called by the Chairman of the Board, the President, or the Secretary and shall be called by one of them pursuant to resolution therefor by the Board of Directors.

3.4 Record Date for Notice and Vote. The Board of Directors may fix in advance a date not more than sixty (60) nor less than ten (10) days before the date of a shareholders meeting as the record date for the purpose of determining shareholders entitled to notice of and to vote at the meeting or adjournments thereof or to express consent or to dissent from a proposal without a meeting. If the Board of Directors fails to fix a record date as provided in this Section 3.4, the record date for determination of shareholders entitled to notice of or to vote at a shareholders meeting shall be the close of business on the day on which notice is given or, if no notice is given, the day next preceding the day on which the meeting is held, and the record date for determining shareholders entitled to express consent or to dissent from a proposal without a meeting shall be the close of business on the day on which the resolution of the Board of Directors relating to the proposal is adopted.

3.5 Notice of Meetings. Written notice of the time, place, and purpose of any shareholders meeting shall be given to shareholders entitled to vote thereat not less than ten (10) nor more than sixty (60) days before the date of the meeting; provided, however, that not less than twenty (20) days notice shall be given if a plan of merger or consolidation or a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the goodwill, of the corporation, if not in the usual and regular course of its business as conducted by the corporation, is to be submitted for approval at a shareholders meeting. Such notice may be given either by delivery in person to shareholders or by mailing such notice to shareholders at their addresses as the same appear in the records of the corporation; provided, however, that attendance of a person at a shareholders meeting, in person or by proxy, constitutes a waiver of notice of the meeting, except when the shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

3.6 Voting Lists. The corporation’s officer or the agent having charge of its share transfer books shall prepare and certify a complete list of the shareholders entitled to vote at a shareholders meeting or any adjournment thereof, which list shall be arranged alphabetically within each class and series and shall show the address of, and number of shares held by, each shareholder. The list shall be produced at the time and place of the shareholders meeting and be subject to inspection, but not copying, by any shareholder at any time during the meeting for the purpose of determining who is entitled to vote at the meeting. If for any reason the requirements with respect to the shareholder list specified in this Section 3.6 have not been complied with, any shareholder, either in person or by proxy, who in good faith challenges the existence of sufficient votes to carry any action at the meeting, may demand that the meeting be adjourned and the same shall be adjourned until the

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requirements are complied with; provided, however, that failure to comply with such requirements does not affect the validity of any action taken at the meeting before such demand is made.

3.7 Voting. Except as may be otherwise provided in the Articles of Incorporation, each shareholder entitled to vote at a shareholders meeting, or to express consent or dissent without a meeting, shall be entitled to one vote, in person or by written proxy, for each share entitled to vote held by such shareholder; provided, however, that no proxy shall be voted after three (3) years from its date unless the proxy provides for a longer period. A vote may be cast either orally or in writing as announced or directed by the person presiding at the meeting prior to the taking of the vote. When an action other than the election of directors is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the express provisions of the Michigan Business Corporation Act or the Articles of Incorporation. Except as otherwise expressly required by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at an election.

3.8 Quorum. Except as may be otherwise provided in the Articles of Incorporation, issued and outstanding shares entitled to cast a majority of the votes at a meeting, excluding treasury shares, represented in person or by proxy, shall constitute a quorum at a meeting. Where holders of a class or series of shares are entitled to vote separately on an item of business, a quorum shall be present for that item if issued and outstanding shares of that class or series entitled to cast a majority of votes on the item are represented in person or by proxy, excluding treasury shares. Meetings at which less than a quorum is represented may be adjourned by a vote of a majority of the shares present to a future date without further notice other than the announcement at such meeting and, when a quorum shall be present upon such adjourned date, any business may be transacted which might have been transacted at the meeting as originally called. Shareholders present in person or by proxy at any shareholders meeting may continue to do business until adjournment, notwithstanding the withdrawal of shareholders to leave less than a quorum.

3.9 Conduct of Meetings. The officer who is to preside at meetings of shareholders pursuant to Article V of these Bylaws, or his or her designee, shall determine the agenda and the order in which business shall be conducted unless the agenda and the order of business have been fixed by the Board of Directors. Such officer or designee shall call meetings of shareholders to order and shall preside unless otherwise determined by the affirmative note of a majority of all the noting shares of the corporation issued and outstanding, other than treasury shares. The secretary to the Board of Directors, if one is appointed, shall act as secretary of all meetings of shareholders. In the absence of the secretary to the Board of Directors or his or her inability to act as secretary, or if a secretary to the Board of Directors has not been appointed, the secretary of the corporation shall act as secretary of all meetings of shareholders, but in the absence of the secretary at any shareholders meeting, or his or her inability or refusal to act as secretary, the presiding officer may appoint any person to act as secretary of the meeting.

3.10 Inspector of Elections. The Board of Directors may, in advance of a shareholders meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof. In the event inspectors are not so appointed, or an appointed inspector fails to appear or act, the person

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presiding at the shareholders meeting may, and on request of a shareholder entitled to vote thereat, shall, appoint one or more persons to fill such vacancy or vacancies or to act as inspector. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine challenges and questions arising in connection with the right to vote, count, and tabulate votes, ballots, or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.

3.11 Action by Shareholders Without a Meeting. Any action which is required to be taken or which may be taken at any annual or special shareholders meeting may be taken without a meeting, without prior notice, and without a vote if all of the shareholders entitled to vote thereon consent thereto in writing.

ARTICLE IV
DIRECTORS

4.1 Board of Directors. Except as may otherwise be provided in the Articles of Incorporation or these Bylaws, the business and affairs of the corporation shall be managed by a Board of Directors. The Board of Directors shall consist of nine (9) members or such other number as may be specified in compliance with Article VII of the Articles of Incorporation. Commencing with the annual meeting of shareholders to be held in 1985, the Board of Directors shall be divided into three (3) classes as provided in Article VII of the Articles of Incorporation to be elected in accordance with that Article and Article III of the Articles of Incorporation. Directors shall serve until their respective terms expire and their successors are elected and qualified or until their earlier resignation or removal. Directors of the corporation need not be shareholders.

4.2 Resignation and Removal. A director may resign by written notice to the corporation, which resignation is effective upon its receipt by the corporation or at a subsequent time as set forth in the notice. Any director or the entire Board of Directors may be removed in the manner specified in Article VII of the Articles of Incorporation.

4.3 Vacancies and Increase in Number. Vacancies on the Board of Directors occurring for any reason, including an increase in the number of directors, may be filled in the manner specified in Article VII of the Articles of Incorporation. A director chosen to fill a vacancy occurring for any reason, including an increase in the number of directors, shall hold office until the next election of directors by the shareholder or until his or her earlier resignation or removal.

4.4 Place of Meetings and Records. The directors shall hold their meetings and maintain the minutes of the proceedings of meetings of shareholders, the Board of Directors, and committees of the Board of Directors, if any, and keep the books and records of account for the corporation in such place or places, within or outside the State of Michigan, as the Board of Directors may from time to time determine.

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4.5 Annual Meetings. The annual meeting of the Board of Directors shall be held, without notice other than this Section 4.5, at the same place and immediately after the annual shareholders meeting. If such meeting is not so held, whether because a quorum is not present or for any other reason, or if the directors were elected by written consent without a meeting, the annual meeting of the Board of Directors shall be called in the same manner as hereinafter provided for special meetings of the Board of Directors.

4.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board. Any notice given of a regular meeting need not specify the business to be transacted or the purpose of the meeting.

4.7 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the president or the secretary and shall be called by one of them on the written request of any five (5) directors, upon at least two (2) days written notice to each director, or twenty-four (24) hours notice, given personally or by telephone or telegram or facsimile or electronic mail. The notice does not need to specify the business to be transacted or the purpose of the special meeting. Attendance of a director at a special meeting constitutes a waiver of notice of the meeting, except where a director attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

4.8 Quorum and Vote. A majority of the members of the Board then in office constitutes a quorum for the transaction of business and the vote of a majority of the members present at any meeting at which a quorum is present constitutes the action of the Board of Directors, unless the vote of a larger number is specifically required by the Articles of Incorporation or these Bylaws. If a quorum is not present, the members present may adjourn the meeting from time to time and to another place, without notice other than announcement at the meeting, until a quorum is present.

4.9 Action Without a Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if, before or after the action, all members of the Board of Directors, or such committee, consent thereto in writing. The written consent shall be filed with the minutes of the proceedings of the Board of Directors or committee and the consent shall have the same effect as a vote of the Board of Directors or committee for all purposes.

4.10 Report to Shareholders. The Board of Directors shall cause a financial report of the corporation for the preceding fiscal year to be made and distributed to each shareholder within four months after the end of each fiscal year. The report shall include the corporation’s statement of income, its year-end balance sheet, and, if prepared by the corporation, its statement of source and application of funds.

4.11 Corporate Seal. The Board of Directors may authorize a suitable corporate seal, which seal shall be kept in the custody of the Secretary and used by the Secretary.

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4.12 Compensation of Directors. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at meetings of the Board or of any committee of which they are a member. In addition thereto or in lieu thereof, as determined by resolution of the Board of Directors, a director may be paid a fixed sum for attendance at each meeting of the Board, or of a committee thereof, or may be paid a stated salary for serving as a director as well as an additional stated salary for serving on any committee of the Board.

4.13 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an executive committee consisting of one or more of the directors of the corporation. At all meetings of the executive committee, a majority of the members of the committee shall constitute a quorum and the act of a majority of the members present at any executive committee meeting at which there is a quorum present shall be the act of the executive committee. The executive committee, to the extent provided in said resolution or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. The Board may designate one or more other committees which shall have such powers and duties as may be determined by the Board. All committees shall keep regular minutes of their proceedings and report to the Board when required. No committee shall have the power or authority to amend the Articles of Incorporation, adopt an agreement of merger or consolidation, recommend to the shareholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets, recommend to the shareholders a dissolution of the corporation or a revocation of a dissolution, fill vacancies in the Board of Directors, fix compensation of the directors for serving on the Board or on a committee, amend these Bylaws, or declare a dividend or authorize the issuance of shares, unless the power to declare a dividend or to authorize the issuance of shares is granted to such committee by specific resolution of the Board of Directors.

4.14 Meeting Participation by Use of Communication Equipment. Members of the Board of Directors, or of any committee designated by the Board, may participate in a meeting of the Board or committee, as the case may be, by using a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.14 shall constitute presence at the meeting.

ARTICLE V
OFFICERS

5.1 Officers. The officers of the corporation shall be a president, a treasurer, and a secretary, all of whom shall be elected by the Board of Directors. In addition, the Board of Directors may elect a chairman and one or more vice presidents who shall also be officers of the corporation if elected. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. None of the officers of the corporation, other than the chairman, need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual shareholders meeting. Any two (2) or more offices may be held by the same person, but an officer shall not execute, acknowledge, or verify any instrument in more than

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one capacity if the instrument is required by law to be executed, acknowledged, or verified by two (2) or more officers.

5.2 Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board may, by specific resolution, empower the chairman, the president, or the executive committee, if such a committee has been designated by the Board, to appoint such subordinate officers or agents and to determine their powers and duties.

5.3 Removal. The chairman, president, any vice president, secretary, and treasurer may be removed at any time, with or without cause, but only by the affirmative vote of a majority of the whole Board of Directors. Any assistant secretary or assistant treasurer, or subordinate officer or agent appointed pursuant to Section 5.2, may be removed at any time, with or without cause, by action of the Board of Directors or by the committee or officer, if any, empowered to appoint such assistant secretary or assistant treasurer or subordinate officer or agent.

5.4 Compensation of Officers. Compensation of officers for services rendered to the corporation shall be established by the Board of Directors.

5.5 Chairman. The Chairman of the Board of Directors, if one be elected, shall be elected by the directors from among the directors then serving. The Chairman of the Board, or his or her designee, shall preside at all meetings of the shareholders and at all meetings of the Board of Directors and shall perform such other duties as may be determined by resolution of the Board of Directors including, if the Board shall so determine, acting as the chief executive officer of the corporation, in which case the Chairman shall have general supervision, direction, and control of the business of the corporation and shall have the general powers and duties of management usually vested in or incident to the office of the chief executive officer of a corporation.

5.6 President. Unless the Board shall determine otherwise, the President shall be the chief executive officer as well as the chief operating officer of the corporation and shall have general supervision, direction, and control of the business of the corporation as well as the duty and responsibility to implement and accomplish the objectives of the corporation. In the absence or nonelection of a chairman, the president shall preside at all meetings of shareholders and at all meetings of the Board of Directors. The president shall perform such other duties as may be assigned by the Board of Directors.

5.7 Vice Presidents. The vice presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the event of the absence or disability of the president, perform the duties and exercise the powers of the president. Each vice president shall have such other power and shall perform such other duties as may be assigned by the Board of Directors or the chief executive officer and may be designated by such special titles as the Board of Directors or the chief executive officer shall approve.

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5.8 Treasurer. The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. The treasurer shall deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be selected by the Board of Directors. The treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the chief executive officer, taking proper vouchers for such disbursements. In general, the treasurer shall perform all duties incident to the office of treasurer and such other duties as may be assigned by the Board of Directors.

5.9 Secretary. The Secretary shall give or cause to be given notice of all meetings of shareholders and directors and all other notices required by law or by these Bylaws; provided, however, that in the case of the Secretary’s absence, or refusal or neglect to do so, any such notice may be given by any person so directed by the Chief Executive Officer or by the directors, or by the shareholders upon whose requisition the meeting is called, as provided in these Bylaws. If the Board has not appointed a Secretary to the Board, the Secretary shall record all the proceedings of meetings of shareholders and of the directors in one or more books provided for the purpose. The Secretary shall perform all other duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.

5.10 Assistant Treasurers and Assistant Secretaries. Assistant treasurers and assistant secretaries, if any shall be appointed, shall have such powers and shall perform such duties as shall be assigned to them by the Board of Directors or by the officer or committee who shall have appointed such assistant treasurer or assistant secretary.

5.11 Bonds. If the Board of Directors shall require, the treasurer, any assistant treasurer, or any other officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of his or her respective duties and offices.

5.12 Secretary to the Board. The Board of Directors may also appoint a Secretary to the Board of Directors who shall not be an executive officer of the Corporation. The Secretary to the Board, if one is appointed, shall record all the proceedings of the meetings of the shareholders and of the directors in one or more books provided for that purpose. The Secretary to the Board shall also attend, and record the proceedings of, such meetings of Committees of the Board as may be requested, on a meeting by meeting basis, by the Chairman of the Board, the President or the Chair of the Committee.

ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS

6.1 Contracts. The Board of Directors may authorize any officer, or officers, or agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

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6.2 Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

6.3 Checks. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer, or officers, or agent, or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

6.4 Deposits. All funds of the corporation, not otherwise employed, shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VII
MISCELLANEOUS

7.1 Fiscal Year. The fiscal year of this corporation shall end on the Saturday nearest June 30 of each year.

7.2 Notices. Whenever any written notice is required to be given under the provisions of any law, the Articles of Incorporation, or by these Bylaws, it shall not be construed or interpreted to mean personal notice, unless expressly so stated, and any notice so required shall be deemed to be sufficient if given in writing by mail, by depositing the same in a Post Office box, postage prepaid, addressed to the person entitled thereto at his or her address as it appears in the records of the corporation. Such notice shall be deemed to have been given at the time and on the day of such mailing. Shareholders not entitled to vote shall not be entitled to receive notice of any meetings, except as otherwise provided by law or these Bylaws.

7.3 Waiver of Notice. Whenever any notice is required to be given under the provisions of any law, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

7.4 Voting of Securities. Securities of another corporation, foreign or domestic, standing in the name of this corporation, which are entitled to vote may be voted, in person or by proxy, by the chairman or the president of this corporation or by such other or additional persons as may be designated by the Board of Directors.

7.5 Compensation Repayment. If the compensation paid to any officer of the corporation for any fiscal year is challenged by the Internal Revenue Service as excessive so as to call into question the corporation’s deduction of such compensation for federal income tax purposes and, if such challenge is resolved, either by compromise or litigation, in a manner which disallows the deduction, or any part thereof, then such officer shall repay said compensation to the corporation to the extent the corporation’s deduction therefor has been disallowed.

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ARTICLE VIII
AMENDMENTS

These Bylaws may be amended or repealed or new Bylaws adopted by a majority vote of the Board of Directors at any regular or special meeting, without prior notice of intent to do so, or by vote of the holders of a majority of the outstanding voting shares of the corporation at any annual or special meeting if notice of the proposed amendment, repeal, or adoption is contained in the notice of the meeting.

These are the Amended and Restated Bylaws of Knape & Vogt Manufacturing Company as in effect October 15, 2004.

/s/ Robert J. Knape ———————————————————
Robert J. Knape, Secretary

EXHIBIT 31.1

I, William R. Dutmers, certify that:

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

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;

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;

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

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~~Dated: ~~April~~October 2618, 2004 /s/ William R. Dutmers William R. Dutmers Chairman of the Board and Chief Executive Officer

EXHIBIT 31.2

I, Leslie J. Cummings, certify that:

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

(a)

(b)

(c)

(a)

(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~~Dated: ~~April~~October 2618, 2004 /s/ Leslie J. ~~Cummings~~CummingsLeslie ~~Leslie~~ J. ~~Cummings~~CummingsVice ~~Vice~~ President of Finance ~~and Treasurer~~andTreasurer

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~~October 272, 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~~October 272, 2004 fairly presents, in all material respects, the financial condition and results of operations of Knape & Vogt Manufacturing Company.

~~Date~~Dated: ~~April~~October 2618, 2004 /s/ William R. Dutmers William R. Dutmers Chairman of the Board and Chief Executive Officer

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:

(23) the Quarterly Report on Form 10-Q for the three months ended ~~March~~October 272, 2004 which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Act of 1934, and

(24) the information contained in the Quarterly Report on Form 10-Q for the three months ended ~~March~~October 272, 2004 fairly presents, in all material respects, the financial condition and results of operations of Knape & Vogt Manufacturing Company.

~~Date~~Dated: ~~April~~October 2618, 2004 /s/ Leslie J. ~~Cummings~~CummingsLeslie ~~Leslie~~ J. ~~Cummings~~CummingsVice ~~Vice~~ President of Finance ~~and Treasurer~~andTreasurer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

INDEX

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

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

3KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

SeeKNAPE accompanying& notes.VOGT MANUFACTURING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

Note 1 – Summary of Significant Accounting Policies

Note 2 – New Accounting Standards

Note 3 – Derivative Instrument

Note 4 — Common Stock and Per Share Information

Note 5 — Inventories

Note 6 – Warranty Disclosure

Note 7 — Comprehensive Income

Note 8 — Retirement Plans

Note 9 – Segment Information

Note 10 – Legal Contingencies

Note 10 – Revolving Line of Credit Agreement

Note 11 – Legal Contingencies

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Net Sales

Gross Profit

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

Operating Expenses

Interest and Other Expenses, net

Income Taxes

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

Net Income

Liquidity and Capital Resources

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

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

Legal Proceedings

New Accounting Standards

Critical Accounting Policies

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

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES CONTROLS AND PROCEDURES

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES

PART II. OTHER INFORMATION

SIGNATURES

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32.1

EXHIBIT 32.2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

KNAPE & VOGT MANUFACTURING COMPANY AND SUBSIDIARIES
CONTROLS AND PROCEDURES

Filing Compare · KNAPE & VOGT MANUFACTURING CO