--------------------------------------------------------------------------------
As filed with the  Securities  and  Exchange  Commission  on  February 2, 1998 -
Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 Michigan                                38-0722920
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)

          2700 Oak Industrial Drive, N.E., Grand Rapids, Michigan       49505
                  (Address of Principal Executive Offices)            (Zip Code)

          Knape & Vogt Manufacturing Company 1997 Stock Incentive Plan
                            (Full Title of the Plan)


                                 Allan E. Perry
                       Knape & Vogt Manufacturing Company
                         2700 Oak Industrial Drive, N.E.
                          Grand Rapids, Michigan 49505
                     (Name and address of agent for service)

                          Copies of Communications to:
                             William J. Lawrence III
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
                                                Proposed            Proposed
        Title of                                 Maximum            Maximum            Amount of
    Securities to be      Amount to be       Offering Price         Aggregate        Registration
       Registered          Registered          Per Share(2)      Offering Price           Fee
   <S>                    <C>                   <C>               <C>                  <C>
     Common Stock
  ($2.00 Par Value)       600,000 shares(1)     $22.125           $13,275,000            $3,917

</TABLE>
(1)       Represents  the  number  of  shares of  Common  Stock  authorized  for
          issuance  under  the Knape & Vogt  Manufacturing  Company  1997  Stock
          Incentive Plan (the "Plan").  This Registration  Statement also covers
          such  indeterminable  additional  number of shares as may be  issuable
          under  the Plan by  reason  of  adjustments  in the  number  of shares
          covered thereby as described in the Prospectus.

(2)       For the purpose of  computing  the  registration  fee only,  the price
          shown is based upon the price of $22.13 per share,  the average of the
          high  and low  sales  prices  for the  Common  Stock  of  Knape & Vogt
          Manufacturing  Company in the NASD  National  Market System on January
          28, 1998, in accordance with Rule 457(h).

<PAGE>
Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
<PAGE>
                       KNAPE & VOGT MANUFACTURING COMPANY
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     The Company's  Annual Report on Form 10-K for the year ended June 30, 1997,
which has been filed by the Company with the Commission (File No.  2-18868),  is
incorporated  herein  by  reference.  All  other  reports  filed by the  Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act") since the end of the fiscal year  covered by the
foregoing Annual Report on Form 10-K are incorporated  herein by reference.  All
other reports or documents filed by the Company  pursuant to the requirements of
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this  Registration  Statement and prior to the termination of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statements  contained  in a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  to  the  extent  that  a  statement   contained  herein  or  in  any
subsequently  filed  document  which also is  incorporated  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     The consolidated financial statements of Knape & Vogt Manufacturing Company
and  Subsidiaries  as of June 30,  1997 and June 30,  1996,  and for each of the
years in the three-year  period ended June 30, 1997,  have been  incorporated in
this  Registration  Statement  by reference  in reliance  upon the report,  also
incorporated in this Registration  Statement by reference,  of BDO Seidman, LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.

     The  description  of the Company's  Common  Stock,  the class of securities
offered pursuant to this Registration  Statement,  is contained in the Company's
Registration  Statement filed pursuant to Section 12 of the Exchange Act, and is
incorporated herein by reference, including any subsequent amendments or reports
filed for the purpose of updating that description.

Item 4.   Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Articles of  Incorporation  of Registrant  provide that its  directors,
officers,  employees or agents,  or persons serving at its request as directors,
officers,  employees,  or agents  of  another  corporation  or  enterprise,  are
required to be indemnified as of right to the fullest extent permitted under the
Michigan Business Corporation Act ("MBCA"). Under the MBCA, directors, officers,
employees or agents are entitled to indemnification  against expenses (including
attorney  fees)  whenever they  successfully  defend legal  proceedings  brought
against  them by reason of the fact  that  they  hold such a  position  with the
corporation. In addition, with respect to actions not brought by or in the right
of the  corporation,  indemnification  is permitted  under the MBCA for expenses
(including   attorney  fees),   judgments,   fines,   penalties  and  reasonable
settlements if it is determined that the person seeking indemnification acted in
a good  faith and in a manner  he or she  reasonably  believed  to be in and not
opposed to the best interest of the  corporation or its  shareholders  and, with
respect to criminal  proceedings,  he or she had no reasonable  cause to believe
that his or her conduct was unlawful.  With respect to actions  brought by or in
the right of the  corporation,  indemnification  is permitted under the MBCA for
expenses  (including  attorney  fees)  and  reasonable  settlements,  if  it  is
determined that the person seeking indemnification acted in good faith and in a

                                       S-1
<PAGE>
manner  he or she  reasonably  believed  to be in and not  opposed  to the  best
interest of the corporation or its shareholders;  provided,  indemnification  is
not permitted if the person is found liable to the corporation, unless the court
in which the action or suit was brought has determined that  indemnification  is
fair and reasonable in view of all the circumstances of the case.

     The Articles of  Incorporation  of the  Registrant  also limit the personal
liability of members of its Board of Directors for monetary damages with respect
to claims by the Registrant or its shareholders resulting from certain negligent
acts or omissions.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          Reference is made to the Exhibit Index which appears on page S-6.

Item 9.   Undertakings

          The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided,  however, that paragraphs (1)(i) and (1) (ii) do not apply if the
     registration  statement  is on Form  S-3,  Form S-8,  or Form F-3,  and the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  registrant
     pursuant to Section 13 or Section 15 (d) of Securities Exchange Act of 1934
     that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing provisions otherwise, the

                                       S-2
<PAGE>
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Grand Rapids, State of Michigan,  on the 16th day of
January, 1998.

                       KNAPE & VOGT MANUFACTURING COMPANY


                        By: /s/ Allan E. Perry
                        Allan E. Perry, President and
                        Chief Executive Officer




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Allan E. Perry and Richard C. Simkins,  and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been  signed  below on  January  16,  1998,  by the
following persons in the capacities indicated.



/s/ Mary Rita Cuddohy                        /s/ Raymond E. Knape
Mary Rita Cuddohy, Director                  Raymond E. Knape, Director


/s/ William R. Dutmers
William R. Dutmers, Director


/s/ John E. Fallon
John E. Fallon, Director


/s/ Herbert F. Knape
Herbert F. Knape, Director



                                       S-4
<PAGE>

/s/ Richard S. Knape
Richard S. Knape, Director


/s/ Michael J. Kregor
Michael J. Kregor, Director


 /s/ Allan E. Perry
Allan E. Perry, Director


/s/ Richard C. Simkins
Richard C. Simkins, Director
Executive Vice President, Chief Financial Officer,
Secretary & Treasurer



                                       S-5

<PAGE>




               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Knape & Vogt Manufacturing Company

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report dated August 8, 1997,
included in Knape & Vogt  Manufacturing  Company's  Form 10-K for the year ended
June 30, 1997, and to all  references to our firm included in this  registration
statement.


/s/ BDO Seidman, LLP
                                                           




Grand Rapids, Michigan
January 29, 1998







                                       S-6
<PAGE>

                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:




Item 4         Knape & Vogt  Manufacturing  Company 1997 Stock  Incentive  Plan,
               incorporated by reference to Appendix A to the Registrant's  1997
               Proxy Statement dated September 17, 1997.

Item 5         Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Item 23(a)     Consent of BDO Seidman, LLP - included on page S-5 hereof

Item 23(b)     Consent  of  Varnum,  Riddering,  Schmidt &  Howlett-included  in
               Exhibit 5

Item 24        Power of Attorney - included on page S-4 hereof









                                       S-7
<PAGE>
                                    EXHIBIT 5







                                January 28, 1998



Knape & Vogt Manufacturing Company
2700 Oak Industrial Drive, N.E.
Grand Rapids, Michigan 49505

         Re:        Registration  Statement  on Form S-8 Relating to the Knape &
                    Vogt Manufacturing Company 1997 Stock Incentive Plan

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"), filed by Knape & Vogt Manufacturing Company, a Michigan corporation
(the "Company"),  with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended,  600,000 shares of the
Company's common stock, par value $2.00 per share, for issuance  pursuant to the
Company's  1997  Stock  Incentive  Plan  (the  "Plan"),  we have  examined  such
documents  and  questions of law we consider  necessary or  appropriate  for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 600,000  shares  covered by the  Registration  Statement
upon the exercise of stock option,  as the prices  described in the Registration
Statement,  but not less than the par value  thereof,  and upon delivery of such
shares and payment  therefor in accordance with the terms stated in the Plan and
the  Registration  Statement,  will be duly and legally  authorized,  issued and
outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP


                  /s/ Varnum, Riddering, Schmidt & Howlett LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18717}]
{"company-data": {"conformed-name": "KNAPE & VOGT MANUFACTURING CO", "cik": "0000056362", "assigned-sic": "2540", "irs-number": "380722920", "state-of-incorporation": "MI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45411", "film-number": "98519177"}, "business-address": {"street1": "2700 OAK INDUSTRIAL DR NE", "city": "GRAND RAPIDS", "state": "MI", "zip": "49505", "phone": "6164593311"}, "mail-address": {"street1": "2700 OAK INDUSTRIAL DRIVE, NE", "city": "GRAND RAPIDS", "state": "MI", "zip": "49505"}}
--------------------------------------------------------------------------------
As filed with the  Securities  and  Exchange  Commission  on  February 2, 1998 -
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                 Michigan                                38-0722920
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)

          2700 Oak Industrial Drive, N.E., Grand Rapids, Michigan       49505
                  (Address of Principal Executive Offices)            (Zip Code)

          Knape & Vogt Manufacturing Company 1997 Stock Incentive Plan
                            (Full Title of the Plan)

                                 Allan E. Perry
                       Knape & Vogt Manufacturing Company
                         2700 Oak Industrial Drive, N.E.
                          Grand Rapids, Michigan 49505
                     (Name and address of agent for service)

                          Copies of Communications to:
                             William J. Lawrence III
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE

                                                Proposed            Proposed
        Title of                                 Maximum            Maximum            Amount of
    Securities to be      Amount to be       Offering Price         Aggregate        Registration
       Registered          Registered          Per Share(2)      Offering Price           Fee
Common Stock
  ($2.00 Par Value)       600,000 shares(1)     $22.125           $13,275,000            $3,917
(1)       Represents  the  number  of  shares of  Common  Stock  authorized  for
          issuance  under  the Knape & Vogt  Manufacturing  Company  1997  Stock
          Incentive Plan (the "Plan").  This Registration  Statement also covers
          such  indeterminable  additional  number of shares as may be  issuable
          under  the Plan by  reason  of  adjustments  in the  number  of shares
          covered thereby as described in the Prospectus.

(2)       For the purpose of  computing  the  registration  fee only,  the price
          shown is based upon the price of $22.13 per share,  the average of the
          high  and low  sales  prices  for the  Common  Stock  of  Knape & Vogt
          Manufacturing  Company in the NASD  National  Market System on January
          28, 1998, in accordance with Rule 457(h).
Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
KNAPE & VOGT MANUFACTURING COMPANY
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The Company's  Annual Report on Form 10-K for the year ended June 30, 1997,
which has been filed by the Company with the Commission (File No.  2-18868),  is
incorporated  herein  by  reference.  All  other  reports  filed by the  Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act") since the end of the fiscal year  covered by the
foregoing Annual Report on Form 10-K are incorporated  herein by reference.  All
other reports or documents filed by the Company  pursuant to the requirements of
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this  Registration  Statement and prior to the termination of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statements  contained  in a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  to  the  extent  that  a  statement   contained  herein  or  in  any
subsequently  filed  document  which also is  incorporated  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     The consolidated financial statements of Knape & Vogt Manufacturing Company
and  Subsidiaries  as of June 30,  1997 and June 30,  1996,  and for each of the
years in the three-year  period ended June 30, 1997,  have been  incorporated in
this  Registration  Statement  by reference  in reliance  upon the report,  also
incorporated in this Registration  Statement by reference,  of BDO Seidman, LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.

     The  description  of the Company's  Common  Stock,  the class of securities
offered pursuant to this Registration  Statement,  is contained in the Company's
Registration  Statement filed pursuant to Section 12 of the Exchange Act, and is
incorporated herein by reference, including any subsequent amendments or reports
filed for the purpose of updating that description.

Item 4.   Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Articles of  Incorporation  of Registrant  provide that its  directors,
officers,  employees or agents,  or persons serving at its request as directors,
officers,  employees,  or agents  of  another  corporation  or  enterprise,  are
required to be indemnified as of right to the fullest extent permitted under the
Michigan Business Corporation Act ("MBCA"). Under the MBCA, directors, officers,
employees or agents are entitled to indemnification  against expenses (including
attorney  fees)  whenever they  successfully  defend legal  proceedings  brought
against  them by reason of the fact  that  they  hold such a  position  with the
corporation. In addition, with respect to actions not brought by or in the right
of the  corporation,  indemnification  is permitted  under the MBCA for expenses
(including   attorney  fees),   judgments,   fines,   penalties  and  reasonable
settlements if it is determined that the person seeking indemnification acted in
a good  faith and in a manner  he or she  reasonably  believed  to be in and not
opposed to the best interest of the  corporation or its  shareholders  and, with
respect to criminal  proceedings,  he or she had no reasonable  cause to believe
that his or her conduct was unlawful.  With respect to actions  brought by or in
the right of the  corporation,  indemnification  is permitted under the MBCA for
expenses  (including  attorney  fees)  and  reasonable  settlements,  if  it  is
determined that the person seeking indemnification acted in good faith and in a

                                       S-1
manner  he or she  reasonably  believed  to be in and not  opposed  to the  best
interest of the corporation or its shareholders;  provided,  indemnification  is
not permitted if the person is found liable to the corporation, unless the court
in which the action or suit was brought has determined that  indemnification  is
fair and reasonable in view of all the circumstances of the case.

     The Articles of  Incorporation  of the  Registrant  also limit the personal
liability of members of its Board of Directors for monetary damages with respect
to claims by the Registrant or its shareholders resulting from certain negligent
acts or omissions.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          Reference is made to the Exhibit Index which appears on page S-6.

Item 9.   Undertakings

          The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided,  however, that paragraphs (1)(i) and (1) (ii) do not apply if the
     registration  statement  is on Form  S-3,  Form S-8,  or Form F-3,  and the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  registrant
     pursuant to Section 13 or Section 15 (d) of Securities Exchange Act of 1934
     that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing provisions otherwise, the

                                       S-2
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is,  therefore,  unenforceable.  In the  event a claim  for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or  paid by a  director,  officer  or by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       S-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Grand Rapids, State of Michigan,  on the 16th day of
January, 1998.

                       KNAPE & VOGT MANUFACTURING COMPANY

                        By: /s/ Allan E. Perry
                        Allan E. Perry, President and
                        Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Allan E. Perry and Richard C. Simkins,  and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of substitution  and  resubstitution,  for him and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been  signed  below on  January  16,  1998,  by the
following persons in the capacities indicated.

/s/ Mary Rita Cuddohy                        /s/ Raymond E. Knape
Mary Rita Cuddohy, Director                  Raymond E. Knape, Director

/s/ William R. Dutmers
William R. Dutmers, Director

/s/ John E. Fallon
John E. Fallon, Director

/s/ Herbert F. Knape
Herbert F. Knape, Director

                                       S-4
/s/ Richard S. Knape
Richard S. Knape, Director

/s/ Michael J. Kregor
Michael J. Kregor, Director

 /s/ Allan E. Perry
Allan E. Perry, Director

/s/ Richard C. Simkins
Richard C. Simkins, Director
Executive Vice President, Chief Financial Officer,
Secretary & Treasurer

                                       S-5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Knape & Vogt Manufacturing Company

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  of our report dated August 8, 1997,
included in Knape & Vogt  Manufacturing  Company's  Form 10-K for the year ended
June 30, 1997, and to all  references to our firm included in this  registration
statement.

/s/ BDO Seidman, LLP
                                                           

Grand Rapids, Michigan
January 29, 1998

                                       S-6
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Item 4         Knape & Vogt  Manufacturing  Company 1997 Stock  Incentive  Plan,
               incorporated by reference to Appendix A to the Registrant's  1997
               Proxy Statement dated September 17, 1997.

Item 5         Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Item 23(a)     Consent of BDO Seidman, LLP - included on page S-5 hereof

Item 23(b)     Consent  of  Varnum,  Riddering,  Schmidt &  Howlett-included  in
               Exhibit 5

Item 24        Power of Attorney - included on page S-4 hereof

                                       S-7
EXHIBIT 5

                                January 28, 1998

Knape & Vogt Manufacturing Company
2700 Oak Industrial Drive, N.E.
Grand Rapids, Michigan 49505

         Re:        Registration  Statement  on Form S-8 Relating to the Knape &
                    Vogt Manufacturing Company 1997 Stock Incentive Plan

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"), filed by Knape & Vogt Manufacturing Company, a Michigan corporation
(the "Company"),  with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended,  600,000 shares of the
Company's common stock, par value $2.00 per share, for issuance  pursuant to the
Company's  1997  Stock  Incentive  Plan  (the  "Plan"),  we have  examined  such
documents  and  questions of law we consider  necessary or  appropriate  for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 600,000  shares  covered by the  Registration  Statement
upon the exercise of stock option,  as the prices  described in the Registration
Statement,  but not less than the par value  thereof,  and upon delivery of such
shares and payment  therefor in accordance with the terms stated in the Plan and
the  Registration  Statement,  will be duly and legally  authorized,  issued and
outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP