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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K



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(Mark One)

|    |  |                                                                                      
|--- |  | -------------------------------------------------------------------------------------
|[X] |  | Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
|   
|    |  | For the fiscal year ended January 31, 2002.                                          

|      |  |                                                                                          
|----- |  | -----------------------------------------------------------------------------------------
|[   ] |  | 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 1-8777

VIRCO MFG. CORPORATION
(Exact name of registrant as specified in its charter)

|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                       |  | 95-1613718                       
|                                                               |  |                                  
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer
Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|2027 Harpers Way, Torrance, California   |  | 90501     
|                                         |  |           
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code (310) 533-0474

Securities registered pursuant to Section 12(b) of the Act:

|                              |  |                                           
|----------------------------- |  | ------------------------------------------
|Title of each class           |  | Name of each exchange on which registered:
|                             
|Common Stock, $0.01 Par Value |  | American Stock Exchange                   
|                              |  |                                           

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No





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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference or in Part III of this Form 10-K or any
amendment to this Form 10-K [X].

The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant on April 23, 2002, based on the closing price
at which such stock was sold on the American Stock Exchange on that date, was
approximately $116,449,000. Shares of common stock held by each officer and
director have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

The number of shares of Common Stock outstanding at April 23, 2002, was
12,139,241 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrants definitive proxy statement for registrants 2002
Annual Meeting of Stockholders to be filed with the Commission pursuant to
Regulation 14A no later than 120 days after the end of the fiscal year covered
by this Form are incorporated by reference into Part III of this Form 10-K
Report as set forth herein. Portions of registrants Annual Report to
Stockholders for the year ended January 31, 2002, are incorporated by reference
into Part I and Part II of this Form 10-K Report as set forth herein.



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|                                    |                                                                                                 |  |  |  |  |  |  | 
|----------------------------------- | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                             
|                                    | Item 1. Business                                                                               
|                                    | Item 2. Properties                                                                             
|                                    | Item 3. Legal Proceedings                                                                      
|                                    | Item 4. Submission of Matters to a Vote of Security Holders                                    
|PART II                            
|                                    | Item 5. Market for Registrants Common Stock and Related Stockholder Matters                   
|                                    | Item 6. Selected Financial Data                                                                
|                                    | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations  
|                                    | Item 7a. Quantitative and Qualitative Disclosures about Market Risk                            
|                                    | Item 8. Financial Statements and Supplementary Data                                            
|                                    | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures  
|PART III                           
|                                    | Item 10. Directors and Executive Officers of the Registrant                                    
|                                    | Item 11. Executive Compensation                                                                
|                                    | Item 12. Security Ownership of Certain Beneficial Owners and Management                        
|                                    | Item 13. Certain Relationships and Related Transactions                                        
|PART IV                            
|                                    | Item 14. Financial Statements, Financial Statement Schedules, Exhibits, and Reports on Form 8-K
|SIGNATURES                         
|EXHIBITS TO FORM 10-K ANNUAL REPORT
|EXHIBIT 10.6                       
|EXHIBIT 10.7                       
|EXHIBIT 13.1                       
|EXHIBIT 21.1                       
|EXHIBIT 23.1                       



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PART I

This report on Form 10-K contains a number of forward-looking statements
that reflect the Companys current views with respect to future events and
financial performance, including, but not limited to, statements regarding
plans and objectives of management for future operations, including plans and
objectives relating to products, marketing, expansion, manufacturing processes
and potential or contemplated acquisitions, such as the anticipated acquisition
of Furniture Focus, Inc. discussed herein; new business strategies; our ability
to continue to control costs and inventory levels; the potential impact of our
Assemble-To-Ship program on earnings; market demand; our ability to position
ourselves in the market; references to current and future investments in and
utilization of our infrastructure; statements relating to managements beliefs
that cash flow from current operations, existing cash reserves, and available
lines of credit will be sufficient to support our working capital requirements
to fund existing operations; references to expectations of future revenues;
pricing, and seasonality.

Such statements involve known and unknown risks, uncertainties,
assumptions and other factors, many of which are out of our control and
difficult to forecast, that may cause actual results to differ materially from
those which are anticipated. Such factors include, but are not limited to,
changes in, or our ability to predict, general economic conditions, the markets
for school and office furniture generally and specifically in areas and with
customers with which we conduct our principal business activities, the rate of
approval of school bonds for the construction of new schools, the extent to
which existing schools order replacement furniture, customer confidence, and
competition.

In this report, words such as anticipates, believes, expects,
future, intends, plans, potential, budgets, may, could and
similar expressions identify forward-looking statements. Readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as
of the date hereof.




Item 1.Business

Introduction

Designing, producing
and distributing high-value furniture for a diverse
family of customers is a 52-year tradition at Virco Mfg. Corporation. Over the
years, Virco has become the largest manufacturer of educational furniture in the
United States. The Company has also become a leading supplier of tables, chairs and
storage equipment for offices, convention centers, auditoriums, places of
worship, hotels and related settings.

The markets that
Virco has served over the years include the education
market (our primary market), which includes public and private schools
(preschool through 12th grade), junior and community colleges, four-year
colleges and universities, and trade, technical and vocational schools;
convention centers and arenas; the hospitality industry, with respect to their
banquet and meeting facilities requirements; government facilities at the
federal, state, county and municipal levels; and places of worship. In
addition, the Company sells to wholesalers, distributors, retailers and catalog retailers
that serve these same markets.

Although Virco got started as a local supplier of chairs and desks for Los
Angeles-area schools, folding chairs and folding tables were soon
added to the Companys
offerings with a resultant expansion of sales to a broadening customer base.
Successive product lines were subsequently introduced, including a variety of
upholstered stack chairs, banquet tables and mobile storage equipment. Products
such as these have helped Virco provide
complete furniture solutions for thousands of customers in the
hospitality, food service, convention center and public facilities markets.

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Virco serves its customers through a well-trained, nationwide sales and
support team. Although the Companys sales professionals were divided into two main
groups in fiscal 2000, Education and Commercial, and were organized by
market within those groups, management combined what had previously been the Commercial
and Education sales groups into one field sales team in mid-November of 2001.
Instead of having two representatives pursuing separate customers within the
same geographical territory, Virco now has only one. It was increasingly clear
to management that the needs of commercial and educational customers were evolving
towards greater similarity, and that combining the Companys sales efforts would allow
individual representatives to plow more deeply in a smaller field. In
addition, Virco also established a Corporate Accounts Group to pursue wholesalers,
mail order accounts and national chains where management believes that it would be more
efficient to have a single sales representative or group approach such persons,
as they tend to have needs that transcend the geographic boundaries
established for Vircos local accounts.

The Company also has an array of support services, including product delivery,
installation and repair, and computer-assisted layout planning.

In addition, Virco maintains a core marketing group, which reports to the
President and is composed of representatives from sales, product development
and corporate marketing. This group prepares annual plans for the allocation
of resources for product development, marketing and selling expense
for various sales channels, for customer service, and for the
implementation of the Companys product stocking plan.

Virco employs approximately 2,100 people nationwide and has approximately
1.3 million square feet of manufacturing facilities and 1.2 million square feet
of warehousing facilities for the production and distribution of furniture in
two principal facilities which are located in Torrance, California, and
Conway, Arkansas. Much of the Companys product line can be produced in either facility,
although management has chosen to produce many products and components at only one
factory in consideration of space, cost or process requirements. In addition,
both facilities maintain a customer service department, giving Virco the ability
to provide sales support and order fulfillment services to end users from coast
to coast.

Managements strategy is to position Virco as the overall value supplier of
moveable furniture for publicly-funded institutions characterized by extreme
seasonality and/or a bid-based purchasing function. The Companys business model, which
is designed to support this strategy, includes the development of several
competencies to enable superior service to the markets in which Virco
competes. For one, Virco has developed what management believes to be the largest
direct sales force in the education market for classroom furniture.
Management believes this provides Virco with a competitive advantage
over the Companys primary competitors, who
rely instead upon distributorships, by allowing Virco to cut-out the middleman
and deal directly with end customers. Another important element of
Vircos
business model is the Companys emphasis on developing and maintaining key manufacturing
capabilities. For example, Virco has developed competencies in several
manufacturing processes that are important to the markets the Company serves, such as
finishing systems, plastic molding, metal fabrication and woodworking. For
more information about the Companys business model and strategy for the future,
please see the section entitled To Our Stockholders in
Vircos Annual Report to
Stockholders for the year ended January 31, 2002.

Finally, management
continues to hone Vircos ability to finance, manufacture and
warehouse furniture within the relatively narrow delivery window associated
with the highly seasonal demand for education sales. In the fiscal year
covered by this report, over 50% of the Companys total sales were delivered in June,
July, August and September with an even higher portion of educational sales

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delivered in
that period. Virco's substantial warehouse space allows the Company to build adequate
inventories to service this narrow delivery window for the education market.

Virco was incorporated in California in February 1950, and reorganized as a
Delaware corporation in April 1984.

Principal Products

Virco offers the broadest line of furniture for the K-12 market of any
company in the United States. Virco also provides a variety of products for the
pre-school markets and have recently developed products that are targeted for
college, university, and corporate learning center environments.
The Company's primary
furniture lines are constructed of tubular metal legs and frames, combined with
wood and plastic tops, plastic seats and backs, upholstered seats and backs,
and upholstered rigid polyethylene and polypropylene shells.

Virco's principal products include:



| |  | SEATINGAmong the
Company's newest chair offerings are the Ph.D., I.Q.®,
Lunada and Virtuoso® lines. Traditional favorites include best-selling Classic Series
stack chairs and a variety of Martest 21® hard plastic seating. In addition,
Virco provides a wide selection of upholstered stack chairs, plastic stack chairs,
Egg® Series ergonomic office chairs, steel dining chairs and folding chairs.                    
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | TABLESVirco tables range from the innovative Plateau® table system to
lightweight Core-a-Gator® folding tables. The Future Access® Series delivers
functional computer-support solutions, while Lunada bases by Peter Glass
may be used in a wide variety of environments. The Company offers a full spectrum
of traditional folding and banquet tables, activity tables, mobile tables,
cafe tops and bases, and office tables.
|
| |  | COMPUTER
FURNITUREVircos full range of computer furniture includes
the Mojave
desking system, as well as versatile Future Access and 8700 Series computer
tables. 8400 Series units provide a functional, modular technology-support
alternative for working and learning environments.                                                                                                                                        
|
| |  | DESKS/CHAIR
DESKSVircos extensive offerings include a complete spectrum of
student desks, chair desks, combo units, tablet arms and teachers desks.
Selected models are available with durable, colorfast Martest 21 hard
plastic seats, backs and work surfaces.                                                                                                                                                              
|
| |  | MOBILE FURNITUREVirco
offers a complete line of sturdy mobile cabinets for
storage needs. In addition, the Company offers mobile tables for situations where
quick set-up and tear-down are desirable, such as in banquet facility and
lunchroom settings.                                                                                                                                                                       
|
| |  | STORAGE EQUIPMENTVirco
offers a complete line of chair and table trucks, as
well as large-scale storage units for arenas, convention centers and similar
venues.                                                                                                                                                                                                                                                                 

Please note that this report includes trademarks of Virco, including, but
not limited to, the following: Ph.D., I.Q.®, Virtuoso®, Classic Series,
Martest 21®, Lunada, Plateau®, Core-a-Gator®, Future Access®, Mojave, 8400
Series and 8700 Series. Other names and brands included in this
report may be claimed by Virco as well or by third parties.

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Vircos major customers include educational institutions, convention centers
and arenas, hospitality providers, government facilities, and places of
worship.

Raw Materials

The Company purchases steel, aluminum, plastic, polyurethane, polyethylene,
polypropylene, plywood, particleboard, cartons and other raw materials in the
manufacture of its principal products from many different sources.
Management does not believe that we are more vulnerable with respect to the sources and
availability of these raw materials than other manufacturers.

Marketing and Distribution

Vircos
educational product line is marketed through what management believes to be the
largest direct sales force in the education furniture industry. During the
fourth quarter of 1997, Virco terminated distribution arrangements with several
major educational dealerships and increased the size of its direct sales force
to cover these territories. Virco has historically increased both sales and
margins in territories where its direct sales force has replaced educational
dealerships. The sales force calls directly upon school business officials,
who can include purchasing agents or individual school principals where site
based management is practiced. The Companys direct sales force is considered to be an
important competitive advantage over competitors who rely primarily upon dealer
networks for distribution of their products. Significant portions of
educational furniture are sold on a bid basis.

Sales of commercial and contract furniture are made throughout the United
States by distributorships and by Company sales representatives who service the
distributorship network. Virco representatives call directly upon state and
local governments, convention centers, individual hospitality installations,
and mass merchants. Sales to this market include colleges and universities,
pre-schools, private schools, and office training facilities, which typically
purchase furniture through commercial channels.

Sales are made to thousands of customers, and no single customer
represents a significant amount of the Companys business.

Seasonality

The trend in educational sales is becoming increasingly seasonal. Over
50% of total sales are delivered in June, July, August and September with an
even higher portion of educational sales delivered in that period.

Working Capital Practices During the Peak Summer Season

As discussed above, the market for educational furniture is marked by
extreme seasonality, with the vast majority of sales occurring from June to
September each year, which is the Companys peak season. Hence, Virco builds and carries
significant amounts of inventory during this peak summer season to enable us to
meet the rapid delivery requirements of customers in the educational
market. This requires a large up-front investment in inventory, labor, storage
and related costs as inventory is built in anticipation of peak sales
during the summer months. As the capital required for this build-up generally
exceeds cash available from operations, Virco has historically relied on third
party bank financing to meet cash flow requirements during the build-up
period immediately preceding the high season.

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In addition, Virco
typically is faced with a large balance of accounts
receivable during the peak season. This occurs for two primary reasons.
First, accounts receivable balances naturally increase during the peak season
as shipments of products increase. Second, many customers during
this period are government institutions, which tend to pay accounts receivable
more slowly than commercial customers. Virco has historically enjoyed high levels of collectability on these
accounts receivable due to the low-credit risk associated with such customers.
Nevertheless, due to the time differential between inventory build-up in
anticipation of the peak season and the collection on accounts receivable
throughout the peak season, the Company currently relies on a revolving line of credit
from Wells Fargo Bank, N.A., that approximately ranges from $40,000,000 to
$70,000,000, to assist us in meeting cash flow requirements as
inventory is built for, and business is transacted during, the peak summer season.
For more information on this financing arrangement, please see the section
entitled Liquidity in the Management's Discussion and
Analysis section contained in Vircos Annual Report to Shareholders for
the fiscal year ended January 31, 2002.

Vircos working capital requirements during and in anticipation of the peak
summer season require management to make estimates and judgments that affect assets, liabilities, revenues and expenses, and related contingent assets and
liabilities. For example, management expends a significant amount of time
in the first quarter of each year developing a stocking plan and estimating the
number of temporary summer employees, the amount of raw materials, and the
types of components and products that will be required during the peak season.
If management underestimates any of these requirements, Vircos
ability to meet customer orders in a timely manner or to provide adequate customer service may be diminished.
If management overestimates any of these requirements, the Company may be required to
absorb higher storage, labor and related costs, each of which may affect the
bottom line. On an on-going basis, management evaluates its estimates, including those
related to market demand, labor costs, and stocking inventory;
moreover, management continually strives to improve its ability to correctly forecast the
requirements of the Companys business during the peak season each year.

As part of Vircos efforts to balance seasonality, financial performance and
quality without sacrificing service or market share, management has been refining an
operating model called Assemble-to-Ship (ATS). ATS is Vircos version of
mass-customization, which assembles standard, stocked components into
customized configurations before shipment. The ATS program reduces the total
amount of inventory and working capital needed to support a given level of
sales. It does this by increasing the inventorys versatility, delaying costly
assembly until the last moment, and reducing the amount of warehouse space
needed to store finished goods.

Developments During 2001

For a discussion of
the general developments of Vircos business during the
period covered by this report, please see the section entitled To Our
Stockholders in the Companys Annual Report to Stockholders for the year ended January
31, 2002.

Other Matters

Competition

| |                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Virco has
numerous competitors in each of its markets. In the
educational furniture market, competitors include Artco-Bell, American Desk,
Royal, Bretford, Columbia and Scholarcraft. Competitors in contract
furniture vary depending upon the specific product line or sales market and
include Falcon Products, Inc., Krueger International, Inc., MTS and Mity
Enterprises, Inc.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The educational furniture market is characterized by price competition,
as many sales occur on a bid basis. Management compensates for this market
characteristic through a combination of methods that may include, but are not
expected to emphasize, direct price competition. Instead, management
expects to
emphasize the value of Virco's products, the value of Virco's distribution and
delivery capabilities, the value of Virco's customer support capabilities and
other intangibles. In addition, management believes that the streamlining
of costs assists the Company
in compensating for this market characteristic by allowing Virco to offer a
higher value product at a lower price. For example, as disclosed
above, Virco has decreased distribution costs by avoiding resellers,
and management believes that the Company's large direct sales force
and the Company's sizeable manufacturing and warehousing
capabilities facilitate these efforts.

Backlog

| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Sales order backlog for continuing operations of the consolidated
companies at January 31, 2002, totaled $26.0 million and approximates eight
weeks of sales, compared to $20.0 million at January 31, 2001, and $16.0
million at January 31, 2000.

Patents and Trademarks

| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Virco has a
number of patents and trademarks for which the Company has not
appraised or established a value. It is believed that the loss of any of the
patents would not have a material effect on Virco's manufacturing business.

Employees

| |                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Virco and its subsidiaries employ approximately 2,100 full-time
employees at various locations. Of this number, approximately 1,740 are
involved in manufacturing and distribution, 235 in sales and marketing and
approximately 125 in administration. During the period covered by this
report, the Company's headcount was reduced by approximately 200 from the prior year,
due primarily to attrition.

Environmental Compliance

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Virco is subject to numerous environmental laws and regulations in the
various jurisdictions in which it operates that (a) govern operations that may
have adverse environmental effects, such as the discharge of materials into
the environment, as well as handling, storage, transportation and disposal
practices for solid and hazardous wastes, and (b) impose liability for
response costs and certain damages resulting from past and current spills,
disposals or other releases of hazardous materials. Although Virco has enacted
policies for recycling and resource recovery that have earned repeated
commendations, including designation as a 2001 WasteWise Program Champion for
Large Businesses by the United States Environmental Protection Agency, it is
possible that the Company's operations may result in noncompliance with or liability
for remediation pursuant to environmental laws. Environmental laws have
changed rapidly in recent years, and Virco may be subject to more stringent
environmental laws in the future. The Company has expended, and may be expected to
continue to expend, significant amounts in the future for the investigation
of environmental conditions, installation of environmental control equipment,
or remediation of environmental contamination.

Financial Information About Geographic Areas

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| |                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the period covered by this report, we derived approximately 3%
of Virco's revenues from external customers located outside of the United
States (primarily in Canada).

Executive Officers of the Registrant

As of April 23, 2002, the executive officers of Virco Mfg. Corporation,
who are elected by and serve at the discretion of our Board of Directors, were
as follows:

|                  |  |                                                              |  |             |    |          |  |  |      | 
|----------------- |  | ------------------------------------------------------------ |  | ----------- | -- | -------- |  |  | ---- | 
|                  |  |                                                              |  | Age at      |    | Has Held
|                  |  |                                                              |  | January 31, |    | Office  
|Name              |  | Office                                                       |  | 2002        |    | Since   
|                  |  |                                                              |  |             |    |         
|R. A. Virtue(1)   |  | President, Chairman of the Board
and Chief Executive Officer |  |             | 69 |          |  |  | 1990 | 
|                 
|R. E. Dose(2)     |  | Vice President  Finance,
Secretary & Treasurer              |  |             | 45 |          |  |  | 1995 | 
|                 
|R. J. Mills(3)    |  | Vice President  Engineering,
Product Development            |  |             | 43 |          |  |  | 1997 | 
|                 
|G. D. Parish(4)   |  | Vice President  General Manager                             |  |             | 64 |          |  |  | 1999 | 
|                 
|W. D. Roberts(5)  |  | Vice President  Chief Information Officer                   |  |             | 25 |          |  |  | 2001 | 
|                 
|D. R. Smith(6)    |  | Vice President  Corporate Marketing                         |  |             | 53 |          |  |  | 1995 | 
|                 
|L. L. Swafford(7) |  | Vice President  Legal Affairs                               |  |             | 37 |          |  |  | 1998 | 
|                 
|D. A. Virtue(8)   |  | Corporate Executive Vice President                           |  |             | 43 |          |  |  | 1992 | 
|                 
|L. O. Wonder(9)   |  | Vice President  Sales                                       |  |             | 50 |          |  |  | 1995 | 



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|(1) |  | Appointed Chairman in 1990; has been employed by the Company for 46
years. Has served as the President since 1982.                                                                                                                      
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Appointed in 1995; has been employed by the Company for 12 years and has
served as the Corporate Controller, and currently as Vice President -
Finance, Secretary and Treasurer.                                                        
|   
|   
|   
|   
|(3) |  | Appointed in 1997; has been employed by the Company for 7 years and has
served as the Corporate Counsel, Vice President and General Manager of
Torrance Division and currently as Vice President  Engineering and
Product Development. 
|   
|   
|   
|   
|(4) |  | Appointed in 1999; has been employed by the Company for 43 years and has
served in a variety of manufacturing, warehousing and sales and marketing
positions and currently as Vice President and General Manager of the
Conway Division.

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|(5)  |  | Appointed in 2001, has been employed by the Company for 5 years in a
variety of analytic and technology positions, currently as Vice President
and Chief Information Officer.                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(6)  |  | Appointed in 1995; has been employed by the Company for 17 years in a
variety of sales and marketing positions, currently as Corporate Vice
President of Marketing.                                                                                              
|    
|    
|    
|    
|(7)  |  | Appointed in 1998; has been employed by the Company for 7 years
and has served as Associate Corporate Counsel, and currently as Vice
President of Legal Affairs.                                                                                                 
|    
|    
|    
|    
|(8)  |  | Appointed in 1992; has been employed by the Company for 17 years and has
served in Production Control, as Contract Administrator, as Manager of
Marketing Services, as General Manager of Torrance Division, and currently
as Corporate Executive Vice President.
|    
|    
|    
|    
|(9)  |  | Appointed in 1995; has been employed by the Company for 24 years in a
variety of sales and marketing positions, currently as Corporate Vice
President of Sales.                                                                                                  
|    
|    
|    
|    
|(10) |  | Company officers do not have employment contracts.                                                                                                                                                                                                               

The information required by this Item regarding Directors will be
contained in Virco's Proxy Statement to be filed within 120 days after the end of
the Company's most recent fiscal year and is incorporated herein by this reference.




Item 2.Properties

Torrance, California

Virco leases a 560,000 sq. ft. office, manufacturing and warehousing
facility located on 23.5 acres of land in Torrance, California. This facility
is occupied under a ten-year lease (with two five-year renewal options)
expiring January 2005. This facility also includes the corporate headquarters,
the West Coast showroom, and all West Coast distribution operations. In April
2000, Virco sold a 200,000 sq. ft. warehouse, which was held as rental property,
located on 8.5 acres of land in Torrance, California.

Los Angeles, California

Virco owns a 160,000 sq. ft. manufacturing facility located on 8 acres of
land in Gardena, California. This manufacturing facility is held as rental
property and is currently being marketed for either sale or lease.
Management
currently expects to be in a position to close either a lease or a sale of this
property in the second quarter of 2002.

Conway, Arkansas

In August 1997, the Board of Directors authorized an expansion and
re-configuration of Vircos Conway, Arkansas, manufacturing and distribution
facilities. In late 1997 and early 1998, the Company acquired approximately
100 acres of land in Conway, which can support up to 1,700,000 sq. ft. of
manufacturing, warehousing, office, and showroom facilities. Phase one of the
project consisted of a 400,000 sq. ft. manufacturing plant and was completed in
March 1999. This plant replaced an existing 150,000 sq. ft. facility,
providing an additional 250,000 sq. ft., which was earmarked for new
manufacturing processes to support product development efforts, as well as
future growth in sales. This plant utilizes a manufacturing cell concept,
which has proved successful in our Torrance, California facility. The
Conway manufacturing facility contains

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new equipment, which was selected to
improve manufacturing efficiency and flexibility, as well as improve product
quality. In March 1999, substantially all of the production equipment from the
existing 150,000 sq. ft. facility was transferred to the new plant. New
processes and equipment are being brought on line, as capacity and process
requirement demand. The 150,000 sq. ft. facility, which is adjacent to the
main factory in Conway, was converted to a finished goods warehouse.

Phase two of the Conway project consists of an 800,000 sq. ft. assembly,
warehouse and distribution facility. Construction on the first 400,000 sq. ft.
segment of this facility began in March 1999 and was completed and fully
operational in December 1999. The Company vacated two rental facilities in late 1999
with the completion of this first segment, as management no longer deemed them
necessary. The second segment was substantially completed in July 2000. With
the completion of the second segment, the Company vacated two additional rental
facilities in November 2000, as well as a building which was sold subsequent to
that fiscal year end, and a building in Newport, Tennessee, which is leased to
a third party. The final stage of this consolidation will occur when we sell a
150,000 sq. ft. manufacturing plant located in Conway. Management converted this plant
to a finished goods warehouse in 1999 and expects to store finished goods at
this location until the building is sold.

This new production
and manufacturing complex will enable Virco to pursue
manufacturing strategies which are expected to support growth in sales volume
without a proportional increase in inventory. In addition, it will allow all
finished goods manufactured at the Conway facility to be stored in one
location, which management expects will substantially reduce costs related to material
handling. The new warehouse facility in Conway has been equipped with
high-density storage systems, features over 70 dock doors dedicated to
out-bound freight, and has substantial yard capacity for storing and staging
trailers. Management believes that this facility will significantly
improve Virco's ability
to support increased sales during the peak delivery season and enhance the
efficiency with which orders are filled.

Capital spending at this location was approximately $3,979,000 in 2001,
$15,974,000 in 2000, $29,200,000 in 1999 and $20,600,000 in 1998. For a
discussion of how this expansion project impacts Virco's results of operations,
please refer to the Managements Discussion and Analysis section of the
Companys 2001 Annual Report to Stockholders.

Newport, Tennessee

Virco owns a 55,000 sq. ft. manufacturing facility located on 3.5 acres of
land in Newport, Tennessee, which was previously used to manufacture melamine
plastic seats, backs and table tops for classroom furniture. This factory was
leased under a 10-year lease that expires in 2011. The new tenant at this
facility has the option to purchase the property during the first three years
of the lease.




Item 3.Legal Proceedings

Virco has various legal actions pending against it which in the opinion of
management are not material in that management either expects to be successful on the
merits of the pending cases or that any liabilities resulting from such cases
will be substantially covered by insurance. While it is impossible to estimate
with certainty the ultimate legal and financial liability with respect to these
suits and claims, management believes that the aggregate amount of such liabilities will
not be material to the results of operations, financial position, or cash flows
of the Company.

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Item 4.Submission of Matters to a Vote of Security Holders

None.

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PART II




Item 5.Market for Registrants Common Stock and Related Stockholder Matters

Incorporated herein by reference is the information appearing under the
caption Supplemental Stockholders Information which
appears in Vircos Annual Report to Stockholders for the year ended January 31, 2002. As of April
23, 2002, there were approximately 350 Registered Stockholders according to
transfer agent records. There were approximately 1,500 Beneficial
Stockholders.

Dividend Policy

It is the Board of Directors policy to periodically review the payment of
cash and stock dividends in light of the Companys earnings and liquidity. In
each of the fiscal years ending January 31, 2001, and
January 31, 2002, Virco
declared a $0.02 per quarter cash dividend and an annual 10% stock dividend.




Item 6.Selected Financial Data

Incorporated herein by reference is the Selected Financial Data
Information appearing in Vircos Annual Report to Stockholders for the year ended
January 31, 2002. This data should be read in conjunction with Item 8,
Financial Statements and Supplementary Data thereto, and with Item 7,
Managements Discussion and Analysis of Financial Condition and Results of
Operations.




Item 7.Managements Discussion and Analysis of Financial Condition and
Results of Operations

This information is incorporated herein by reference to the Managements
Discussion and Analysis and Results of Operations section
included in Vircos Annual Report to Stockholders for the year ended January 31, 2002.




Item 7a. Quantitative and Qualitative Disclosures about Market Risk

This information is incorporated herein by reference to the Inflation and
Future Change in Prices section of Managements Discussion and Analysis and
Results of Operations included in Vircos Annual Report to Stockholders for
the year ended January 31, 2002.

On February 22,
2000, Virco entered into an interest rate swap agreement with
Wells Fargo Bank. The initial notional swap amount was $30,000,000 for the
period February 22, 2000, through February 29, 2001. The notional swap amount
then decreased to $20,000,000 until the end of the swap agreement, March 3,
2003. The swap agreement is in consideration for a fixed rate at 7.23% plus a
fluctuating margin of 1.25% to 1.50%.

As of
January 31, 2002, Virco has borrowed $22,414,000 under the Wells Fargo
credit facilities, of which $20,000,000 is subject to the interest rate swap
agreement as described above and the remaining contain variable interest rates.
Accordingly, a 100 basis point upward fluctuation in the interest rate would
have caused the Company to incur additional interest charges of approximately $476,000
for the fiscal year ended January 31, 2002. Virco would have benefited from a
similar interest savings if the base rate were to fluctuate downward by the
same amount.

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Item 8. Financial Statements and Supplementary Data

The report of independent auditors and consolidated financial statements
included in the Annual Report to Stockholders for the year ended January 31,
2002, are incorporated herein by reference.

Unaudited quarterly results in Note 10 of the financial statements
included in the Annual Report to Stockholders for the year ended January 31,
2002, are incorporated herein by reference.




Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

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PART III




Item 10.Directors and Executive Officers of the Registrant

The information required by this Item is incorporated by reference to
information set forth in the definitive Proxy Statement to be filed within 120
days after the end of the Companys most recent fiscal year and in Part I of
this report under the heading Executive Officers of the Registrant.




Item 11. Executive Compensation

The information required by this Item will be contained in the Companys
Proxy Statement to be filed within 120 days after the end of the Companys most
recent fiscal year and is incorporated herein by this reference.




Item 12.Security Ownership of Certain Beneficial Owners and Management

The information required by this Item will be contained in the Companys
Proxy Statement to be filed within 120 days after the end of the Companys most
recent fiscal year and is incorporated herein by this reference.




Item 13.Certain Relationships and Related Transactions

The information required by this Item will be contained in the Companys
Proxy Statement to be filed within 120 days after the end of the Companys most
recent fiscal year and is incorporated herein by this reference.

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PART IV




Item 14.Financial Statements, Financial Statement Schedules, Exhibits, and
Reports on Form 8-K



|a) 1. |  | The following consolidated financial statements of Virco Mfg.
Corporation, included in the annual report of the registrant to its
stockholders for the year ended January 31, 2002, are incorporated by
reference in Item 8.                                                                                                      
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |  | Report of Management.                                                                                                                                                                                                                                                                                                             
|     
|      |  | Report of Independent Auditors.                                                                                                                                                                                                                                                                                                   
|     
|      |  | Consolidated balance sheets  January 31, 2002 and 2001.                                                                                                                                                                                                                                                                          
|     
|      |  | Consolidated statements of income  Years ended January 31, 2002, 2001,
and 2000.                                                                                                                                                                                                                                                 
|     
|      |  | Consolidated statements of stockholders equity  Years ended January 31,
2002, 2001, and 2000.                                                                                                                                                                                                                                   
|     
|      |  | Consolidated statements of cash flows  Years ended January 31, 2002,
2001, and 2000.                                                                                                                                                                                                                                             
|     
|      |  | Notes to consolidated financial statements  January 31, 2002.                                                                                                                                                                                                                                                                    
|     
|2.    |  | The following consolidated financial statement schedule of Virco Mfg.
Corporation is included in Item 14(d):                                                                                                                                                                                                                      
|     
|      |  | Schedule II Valuation and Qualifying Accounts and Reserves.                                                                                                                                                                                                                                                                       
|     
|      |  | All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions, are inapplicable, or are included
in the Financial Statements or Notes thereto, and therefore are not
required to be presented under this Item.
|     
|3.    |  | Exhibits                                                                                                                                                                                                                                                                                                                          
|     
|      |  | See Index to Exhibits. The Exhibits listed in the accompanying Index to
Exhibits are filed as part of this report.                                                                                                                                                                                                                
|     
|b)    |  | Reports on Form 8-K.                                                                                                                                                                                                                                                                                                              

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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, in the City of
Torrance, and State of California, on the 30th of April, 2002.

| |  |    |  |                                                                                              
| |  | -- |  | ---------------------------------------------------------------------------------------------
| |  |    |  | VIRCO MFG. CORPORATION                                                                       
|
| |  | By |  | /s/ Robert A. Virtue                                                                         
| |  |    |  |                                                                                              
| |  |    |  | Robert A. Virtue, Chairman of the Board
(Principal Executive Officer)                        
|
| |  | By |  | /s/ Robert E. Dose                                                                           
| |  |    |  |                                                                                              
| |  |    |  | Robert E. Dose, Vice President  Finance,
Secretary & Treasurer (Principal Financial
Officer)
|
| |  | By |  | /s/ Bassey Yau                                                                               
| |  |    |  |                                                                                              
| |  |    |  | Bassey Yau, Corporate Controller
(Principal Accounting Officer)                              

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert A. Virtue and Robert E. Dose
his/her true and lawful attorney-in-fact and agent, with full power of
substitution and, for him/her and in his/her name, place and stead, in any and
all capacities to sign any and all amendments to this report on Form 10-K, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
his/her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

|                                      |  |                                                                        |  |               
|------------------------------------- |  | ---------------------------------------------------------------------- |  | --------------
|Signature                             |  | Title                                                                  |  | Date          
|                                     
|/s/ Robert A. Virtue
Robert A. Virtue |  | Chairman of the Board,
Chief Executive Officer,
President and Director |  | April 30, 2002

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|                         |  |          |  |               
|------------------------ |  | -------- |  | --------------
|Signature                |  | Title    |  | Date          
|                        
|/s/ Douglas A. Virtue    |  | Director |  | April 30, 2002
|                         |  |          |  |               
|Douglas A. Virtue        |  |          |  |               
|                        
|/s/ Donald S. Friesz     |  | Director |  | April 30, 2002
|                         |  |          |  |               
|Donald S. Friesz         |  |          |  |               
|                        
|/s/ Evan M. Gruber       |  | Director |  | April 30, 2002
|                         |  |          |  |               
|Evan M. Gruber           |  |          |  |               
|                        
|/s/ Robert K. Montgomery |  | Director |  | April 30, 2002
|                         |  |          |  |               
|Robert K. Montgomery     |  |          |  |               
|                        
|/s/ George W. Ott        |  | Director |  | April 30, 2002
|                         |  |          |  |               
|George W. Ott            |  |          |  |               
|                        
|/s/ Glen D. Parish       |  | Director |  | April 30, 2002
|                         |  |          |  |               
|Glen D. Parish           |  |          |  |               
|                        
|/s/ Donald A. Patrick    |  | Director |  | April 30, 2002
|                         |  |          |  |               
|Donald A. Patrick        |  |          |  |               
|                        
|/s/ James R. Wilburn     |  | Director |  | April 30, 2002
|                         |  |          |  |               
|James R. Wilburn         |  |          |  |               

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VIRCO MFG. CORPORATION

EXHIBITS TO FORM 10-K ANNUAL REPORT
For the Year Ended January 31, 2002

|        |  |                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                  
|Number  |  | Description                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                  
|3.1     |  | Certificate of Incorporation of the Company dated April 23, 1984, as
amended (incorporated by reference to Exhibit 4.4 to the Companys
Form S-8 Registration Statement (Commission File No. 33-65098), filed
with the Commission on June 25, 1993).                                             
|       
|3.2     |  | Bylaws of the Company dated April 23, 1984 (incorporated by reference
to Exhibit 4.5 to the Companys Form S-8 Registration Statement
(Commission File No. 33-65098), filed with the Commission on
September 14, 2001).                                                                          
|       
|10.1    |  | Form of Virco Mfg. Corporation Employee Stock Ownership Plan (the
ESOP) (incorporated by reference to Exhibit 4.1 to the Companys
Form S-8 Registration Statement (Commission File No. 33-65098), filed
with the Commission on June 25, 1993).                                                
|       
|10.2    |  | Trust Agreement for the ESOP (incorporated by reference to Exhibit
4.2 to the Companys Form S-8 Registration Statement (Commission File
No. 33-65098), filed with the Commission on June 25, 1993).                                                                                             
|       
|10.3    |  | Form of Registration Rights Agreement for the ESOP (incorporated by
reference to Exhibit 4.3 to the Companys Form S-8 Registration
Statement (Commission File No. 33-65098), filed with the Commission
on June 25, 1993).                                                                       
|       
|10.4    |  | Rights Agreement dated as of October 18, 1996, by and between the
Company and Mellon Investor Services, as Rights Agent (incorporated
by reference to Exhibit 1 to the Companys Form S-8 Registration
Statement (Commission File No. 001-08777), filed with the Commission
on October 25, 1996).
|       
|10.5    |  | 1993 Stock Incentive Plan of the Company (incorporated by reference
to Exhibit 4.1 to the Companys Form S-8 Registration Statement
(Commission File No. 33-65098), filed with the Commission on June
1993).                                                                                     
|       
|10.6    |  | Lease between FHL Group, a California Corporation, as landlord and
Virco Mfg. Corporation, a Delaware Corporation, as tenant.                                                                                                                                                                    
|       
|10.7    |  | Credit Agreement with Wells Fargo.                                                                                                                                                                                                                                                               
|       
|13.1    |  | Annual Report to Stockholders for the Year Ended January 31, 2002.                                                                                                                                                                                                                               
|       
|21.1    |  | List of All Subsidiaries of Virco Mfg. Corporation.                                                                                                                                                                                                                                              
|       
|23.1    |  | Consent of Independent Auditors.                                                                                                                                                                                                                                                                 
|       
|24.1    |  | Power of Attorney (See signature page).                                                                                                                                                                                                                                                          

19