<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 [Fee Required]

For the fiscal year ended January 31, 2000.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 [No Fee Required]

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                       (IRS Employer
    incorporation or organization)                     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:


<TABLE>
<CAPTION>
        Title of each class                         Name of each exchange on which registered:
        -------------------                         ------------------------------------------
<S>                                                           <C>
        Common Stock, $.01 Par Value                           American Stock Exchange
</TABLE>


Securities 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 [ ]

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 [X].


<PAGE>   2

The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant on April 17, 2000, based on the closing price
at which such stock was sold on the American Stock Exchange on that date was
approximately $102,057,269.

The number of shares of Common Stock outstanding at April 17, 2000, was
10,334,913 shares.

Portions of registrant's definitive proxy statement, expected to be mailed to
stockholders on May 22, 2000, are incorporated into Part III as set forth
herein. Portions of registrant's Annual Report to Stockholders for the year
ended January 31, 2000 are incorporated into Part I and Part II as set forth
herein.






                                       2
<PAGE>   3

                             VIRCO MFG. CORPORATION

                       INDEX TO ANNUAL REPORT ON FORM 10-K




<TABLE>
<CAPTION>
Caption                                                                                                              Page
-------                                                                                                              ----
                                     PART I
<S>            <C>                                                                                                   <C>
Item 1.         Business...........................................................................................   4

Item 2.         Properties.........................................................................................   6

Item 3.         Legal Proceedings..................................................................................   8

Item 4.         Submission of Matters to a Vote of Security Holders................................................   8

                                     PART II

Item 5.         Market for Registrant's Common Stock and Related Stockholder Matters...............................   9

Item 6.         Selected Financial Data............................................................................   9

Item 7.         Management's Discussion and Analysis of Financial Condition and
                Results of Operations..............................................................................   9

Item 7a.        Quantitative and Qualitative Disclosures about Market Risk.........................................   9

Item 8.         Financial Statements and Supplementary Data .......................................................   9

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

                                    PART III

Item 10.        Directors and Executive Officers of the Registrant.................................................   10

Item 11.        Executive Compensation.............................................................................   11

Item 12.        Security Ownership of Certain Beneficial Owners and Management.....................................   11

Item 13.        Certain Relationships and Related Transactions.....................................................   11

                                     PART IV

Item 14.        Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................................  12
</TABLE>



                                       3
<PAGE>   4

                                     PART I


Item 1. Business

Introduction

        Virco Mfg. Corporation, a Delaware Corporation, is a leader in the
        design, production, and distribution of quality furniture for the
        contract and education markets worldwide. Fifty years of product design
        and manufacturing have resulted in a wide product line targeted for
        facility managers. Examples of these facilities served by the Company
        include public and private schools, colleges and universities,
        convention centers, federal and state institutions, churches and other
        businesses. We also sell to wholesalers, distributors, retailers and
        catalog retailers. In order to divide the workload into manageable
        amounts, Virco has divided the sales force into two groups: Education
        and Commercial.

        Virco has one product line and one catalog, which is used to promote
        sales of product to all sales channels. A core marketing group, which
        reports to the President and is composed of representatives from sales,
        product development and corporate marketing prepares annual plans which
        allocate resources for product development, marketing and selling
        expense for all sales channels, customer service and the product
        stocking plan (Quick Ship program).

        Virco maintains two interdependent manufacturing and distribution
        facilities: one in Torrance, California and one in Conway, Arkansas.
        Customer service departments are located at each of these locations.
        Much of our product line can be produced at either location, but many
        products or components are produced at only one factory due to space,
        cost or process requirements. Sales support and order fulfillment is
        typically provided by the factory/distribution center nearest to the end
        user.

        The trend in educational sales is becoming increasingly seasonal. The
        ability to forecast, finance, manufacture and warehouse furniture for
        this narrow delivery window is a significant competency, which gives the
        Company a competitive advantage in this market niche. The Company has
        approximately one million sq. ft. of distribution and warehouse
        facilities. Substantial warehouse space is required to build adequate
        inventories to service the highly seasonal demand for educational sales.
        Approximately 55% of total sales are delivered in June, July, August and
        September with an even higher portion of educational sales delivered in
        that period.

        Virco has developed several competencies that position the Company to
        service its selected markets. Included in these competencies is what we
        believe to be the largest direct sales force in the education market for
        classroom furniture, where our primary competitors rely upon
        distributorships. Another important element of Virco's success is its
        manufacturing capabilities. The Company has developed competencies in
        several processes, which are important to the markets we serve. These
        processes include finishing systems, plastic molding, metal fabrication
        and woodworking. Virco's manufacturing facilities are located in
        California and Arkansas. Over one million sq. ft. of manufacturing
        and support facilities are organized for the production of furniture.

        The Company has continued to make significant capital investments in the
        Conway, Arkansas manufacturing facility, which services the eastern
        region of the United States. In late 1997 and early 1998, the Company
        acquired approximately 100 acres of land in Conway, Arkansas, which will
        support up to 1,700,000 sq. ft. of manufacturing, warehousing, office,



                                       4

<PAGE>   5
        and showroom facilities. Capital spending at this location was
        approximately $29,200,000 in 1999, $20,600,000 in 1998 and $6,100,000 in
        1997. For a more detailed discussion on this expansion project, please
        refer to the MD&A section of the Company's 1999 annual report and the
        Property section of the Form 10-K.


Principal Products

        The Company offers the broadest line of furniture for the K-12 market of
        any Company in the United States. The Company also provides a variety of
        products for the pre-school markets and has recently developed products
        that are targeted for college, university, and corporate learning center
        environments. These products include a variety of student and teacher
        desks, chairs, computer stations, folding and adjustable height tables,
        mobile tables, mobile cabinets, and folding and stacking chairs for
        cafeteria and auditorium seating. The Company also produces a variety of
        tables, chairs, and storage equipment designed primarily for the
        hospitality market, convention centers, churches, and corporate and
        government facilities.

        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. 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 and is not more
        vulnerable on sources and availability than other manufacturers.

Marketing and Distribution

        The educational product line is marketed through what we believe to be
        the largest direct sales force in the educational furniture industry.
        During the fourth quarter of 1997, Virco terminated distribution
        arrangements with several major educational dealerships and increased
        the size of the direct sales force to cover these territories. Virco has
        historically increased both sales and margins in territories where our
        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. Our 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. Company representatives call
        directly upon convention centers, individual hospitality installations,
        and to mass merchants. Sales to this market include 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.




                                       5
<PAGE>   6

Other Matters

        Competition

        The Company has numerous competitors in each of its markets. In the
        educational furniture market, competitors include Artco-Bell, American
        Desk, Royal, Smith Systems, Scholarcraft and Fleetwood. Competitors in
        contract furniture vary depending upon the specific product line or
        sales market and include Falcon Products, Inc., Krueger Metal Products,
        Inc., Globe, MTS and Mity Lite.

        Backlog

        Sales order backlog for continuing operations of the consolidated
        companies at January 31, 2000, totaled $16.0 million and approximates
        five weeks of sales, compared to $12.0 million at January 31, 1999, and
        $11.8 million at January 31, 1998.

        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 its manufacturing
        business.

        Employees

        Virco Mfg. Corporation and its Subsidiaries employ approximately 2,600
        full-time employees at various locations. Of this number, approximately
        2,125 are involved in manufacturing and distribution, 325 in sales and
        marketing and approximately 150 in administrative.

        Environmental Compliance

        The Company and other furniture manufacturers are subject to federal,
        state and local laws and regulations relating to the discharge of
        materials into the environment and the generation, handling, storage,
        transportation and disposal of waste and hazardous materials. The
        Company has expended, and may be expected to expend significant amounts
        in the future for the investigation of environmental conditions,
        installation of environmental control equipment, or remediation of
        environmental contamination.


Item 2. Properties

        Torrance, California

        The Company leases a 560,000 sq. ft. office, manufacturing and
        warehousing facility located on 23.5 acres of land. 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 addition, the Company owns a 200,000 sq. ft.
        warehouse located on 8.5 acres of land in Torrance, California.
        Subsequent to fiscal year end, the Company entered into an agreement to
        sell this facility. This sale




                                       6
<PAGE>   7

        transaction closed as of April 20, 2000. The Company is expecting
        to record approximately $7,900,000 pre-tax gain on disposition during
        the quarter ending April 30, 2000.

        Los Angeles, California

        The Company 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 leased under a 15-year lease expiring
        September 2010.

        Conway, Arkansas

        The Company is currently expanding manufacturing and consolidating
        distribution facilities in Conway, Arkansas. During 1997 and 1998, the
        Company acquired approximately 100 acres of land. A long-term master
        plan was developed for this site, which will allow up to 1,700,000
        sq. ft. of manufacturing, warehousing, and office space. During
        1998, the Company constructed a 400,000 sq. ft. manufacturing
        facility, which initiated production in March 1999. In addition to the
        production facility, the Company initiated development of an 800,000
        sq. ft. distribution facility. The first 400,000 sq. ft. segment
        of this warehouse and distribution facility was completed and occupied
        in December 1999. The anticipated completion date on the second 400,000
        sq. ft. segment is expected to be in May 2000.

        During 1999, the Company operated four manufacturing facilities in
        Conway. The original plant, which is owned by the Company, features
        approximately 350,000 sq. ft. of building located on nearly 18 acres of
        land. The second facility is the newly constructed 400,000 sq. ft.
        manufacturing facility described above. A third 200,000 sq. ft.
        facility, occupied under a ten-year lease expiring in March 2008, is
        utilized for the production and storage of compression molded (hard
        plastic) components. A fourth facility, which is owned by the Company,
        consists of approximately 155,000 sq. ft. of building located on
        approximately 7 acres of land. During 1999, the production equipment
        from this location was moved to the newly constructed facility described
        above. This building was then converted to a warehouse.

        At the beginning of 1999, the Conway Division operated six warehouse and
        distribution facilities, four of which were located in Conway, Arkansas,
        one in Southern Pines, North Carolina, and one in Montgomeryville,
        Pennsylvania. Five of these facilities will be consolidated into the new
        800,000 sq. ft. distribution facility. With the completion of the first
        400,000 sq. ft. segment of the new distribution facility in December
        1999, the Company was able to initiate the consolidation process. The
        129,000 sq. ft. facility in Southern Pines, North Carolina, which was
        formerly owned by the Company and recently occupied under a lease, was
        vacated in the first quarter of 2000. The 60,000 sq. ft. leased
        warehouse in Conway, Arkansas, was vacated in at the end of the third
        quarter of 1999. A 310,000 sq. ft. facility in Conway, Arkansas, which
        is leased on a month to month basis, was partially vacated in the third
        and fourth quarters of 1999. At fiscal year end, the Company continued
        to occupy approximately 165,000 sq. ft. of this facility, and intends to
        vacate the balance of the building after the summer shipping season of
        2000. A 250,000 sq. ft. facility in Conway, Arkansas, also leased on a
        month to month basis, will be vacated after the summer shipping season
        of 2000. A 54,000 sq. ft. facility located in Conway, Arkansas, on 4.5
        acres of land was substantially vacated in the first quarter of 2000 and
        is being held for sale. The Company intends to continue to operate the
        warehousing and distribution facility in Montgomeryville, Pennsylvania.



                                       7
<PAGE>   8

        Newport, Tennessee

        The Company 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 is being held for sale and is currently used to
        warehouse finished goods inventory.


Item 3. Legal Proceedings

        Virco has various legal actions pending against it which in the opinion
        of Management are either not meritorious or are fully covered by
        insurance. While it is impossible to estimate with certainty the
        ultimate legal and financial liability with respect to these suits and
        claims, Virco believes the aggregate amount of such liabilities will not
        be material to the results of operations, financial position, or cash
        flows of the Company.


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

        None






                                       8
<PAGE>   9

                                     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 the
        registrant's Annual Report to Stockholders for the year ended January
        31, 2000. As of April 17, 2000, there were approximately 361 Registered
        Stockholders according to transfer agent records. There were
        approximately 2,100 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 1999, the Company declared $.076 per share (adjusted for
        stock dividends) cash dividend and a 10% stock dividend.


Item 6. Selected Financial Data

        Incorporated herein by reference is the Selected Financial Data
        Information, which appears in the registrant's Annual Report to
        Stockholders for the year ended January 31, 2000.

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

        This information is incorporated herein by reference to "Management's
        Discussion and Analysis and Results of Operations" included in the
        registrant's Annual Report to Stockholders for the year ended January
        31, 2000.

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 the registrant's Annual
        Report to Stockholders for the year ended January 31, 2000.

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, 2000 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, 2000 are incorporated herein by reference.

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

        None




                                       9
<PAGE>   10

                                    PART III


Item 10. Directors and Executive Officers of the Registrant


<TABLE>
<CAPTION>
                                                                                 Age at                  Has Held
                                                                               January 31,                Office
Name                                     Office                                   2000                    Since
----                                     ------                                -----------               ---------
<S>                         <C>                                                  <C>                       <C>
R. A. Virtue(1)              President, Chairman of the Board                      67                       1990
                             and Chief Executive Officer

R. E. Dose(2)                Vice President - Finance,                             43                       1995
                             Secretary & Treasurer

R. J. Mills(3)               Vice President - General Manager                      41                       1997
                             Torrance Division

W. D. Nutter(4)              Vice President - Commercial Sales Group               50                       1995

G. D. Parish(5)              Vice President - General Manager                      62                       1999
                             Conway Division

D. R. Smith(6)               Vice President - Corporate Marketing                  51                       1995

L. L. Swafford(7)            Vice President - Legal Affairs                        35                       1998

D. A. Virtue(8)              Corporate Executive Vice President                    41                       1992

L. O. Wonder(9)              Vice President - Education Sales Group                48                       1995
</TABLE>



(1)     Appointed Chairman in 1990; has been employed by the Company for 44
        years. Has served as the President since 1982.

(2)     Appointed in 1995; has been employed by the Company for 10 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 5 years and has
        served as the Corporate Counsel and currently as Vice President and
        General Manager of Torrance Division.

(4)     Appointed in 1995; has been employed by the Company for 19 years in a
        variety of sales and marketing positions, currently as a Corporate Vice
        President of the Commercial Sales Group.

(5)     Appointed in 1999; has been employed by the Company for 41 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.



                                       10
<PAGE>   11

(6)     Appointed in 1995; has been employed by the Company for 15 years in a
        variety of sales and marketing positions, currently as Corporate Vice
        President Marketing.

(7)     Appointed in 1998; has been employed by the Company for 5 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 15 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 22 years in a
        variety of sales and marketing positions, currently as Corporate Vice
        President of the Education Sales Group.

(10)    Company officers do not have employment contracts.

        The information required by this Item regarding Directors 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 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.





                                       11
<PAGE>   12

                                     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, 2000 are incorporated by
        reference in Item 8.

        Consolidated balance sheets - January 31, 2000 and 1999.

        Consolidated statements of income - Years ended January 31, 2000, 1999,
        and 1998.

        Consolidated statements of stockholders' equity - Years ended January
        31, 2000, 1999, and 1998.

        Consolidated statements of cash flows - Years ended January 31, 2000,
        1999, and 1998.

        Notes to consolidated financial statements - January 31, 2000.

    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 or are inapplicable and
        therefore have been omitted.

    3.  Exhibits

        13      Annual Report to Stockholders for the year ended January 31,
                2000.

        21      List of all subsidiaries of the registrant.

        23      Consent of Ernst & Young LLP.

        27      Financial Data Schedule.

b)      Reports on Form 8-K.

        None




                                       12
<PAGE>   13

                                   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 28th of April, 2000.


                                VIRCO MFG. CORPORATION


                            By           /s/  Robert A. Virtue
                                -----------------------------------------------
                                Robert A. Virtue,
                                Chairman of the Board
                                (Principle 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)


        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.



<TABLE>
<CAPTION>
            Signature                                       Title                              Date
            ---------                                       -----                              ----
<S>                                               <C>                                     <C>
      /s/  Robert A. Virtue                        Chairman of the Board,                 April 28, 2000
------------------------------------               Chief Executive Officer,
Robert A. Virtue                                   President and Director


      /s/  Douglas A. Virtue                       Director                               April 28, 2000
------------------------------------
Douglas A. Virtue


      /s/  Donald S. Friesz                        Director                               April 28, 2000
------------------------------------
Donald S. Friesz


      /s/  John H. Stafford                        Director                               April 28, 2000
------------------------------------
John H. Stafford
</TABLE>



                                       13
<PAGE>   14
                                   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 28th of April, 2000.

                                        VIRCO MFG. CORPORATION

                                    By     /s/  Robert A. Virtue
                                        ---------------------------------------
                                        Robert A. Virtue, Chairman of the Board
                                        (Principle Executive Officer)

                                    By     /s/  Robert E. Dose
                                        ---------------------------------------
                                        Robert E. Dose, VP.- Finance, &
                                        Secretary &Treasurer (Principal
                                        Financial Officer)

                                    By     /s/  Bassey Yau
                                        ---------------------------------------
                                        Bassey Yau, Corporate Controller
                                        (Principal Accounting Officer)

     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.

<TABLE>
<CAPTION>

         Signature                    Title                      Date
         ---------                    -----                      ----
<S>                                   <C>                    <C>
    /s/  George W. Ott                Director               April 28, 2000
----------------------------------
George W. Ott


    /s/  James R. Wilburn             Director               April 28, 2000
----------------------------------
James R. Wilburn


    /s/  Glen D. Parish               Director               April 28, 2000
----------------------------------
Glen D. Parish


    /s/  Donald A. Patrick            Director               April 28, 2000
----------------------------------
Donald A. Patrick

</TABLE>