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Exhibit 14.1 VIRCO MFG. CORPORATION CODE OF CONDUCT AND ETHICS
FOR
DIRECTORS, OFFICERS AND EMPLOYEES  1.
    Purpose. The Board of Directors (the Board) of Virco Mfg. Corporation (the Company) has adopted the
following Code of Conduct and Ethics (the Code) to apply to the Companys directors, officers and
employees. This Code is intended to focus directors, officers and employees on areas of ethical
risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to
report unethical conduct, foster a culture of honesty and accountability, deter wrongdoing and
promote fair and accurate disclosure and financial reporting. This Code is a product of the Companys corporate values, which are Voice, Dignity, Fairness,
Leadership and Merit. These values direct the management of our Company. They also direct
personal interactions with other employees, stockholders, customers, suppliers and competitors. We
believe everyone is entitled to express their ideas: this is Voice. We believe everyone deserves
to be treated with Dignity. In all activities we will be guided by Fairness. Every employee is
expected to show Leadership in promoting the Company values. Finally, all activities and decisions
will be evaluated on the basis of Merit. Upholding these values makes Virco a good place to work.
All employees are expected to adhere to the Companys corporate values as described in the employee
handbook. This Code supplements, but does not supersede that obligation. No code or policy can anticipate every situation that may arise. Accordingly, this Code is
intended to serve as a source of guiding principles. Employees are encouraged to bring questions
about particular circumstances that may involve one or more of the provisions of this Code to the
attention of their supervisors. Directors and officers should bring any such questions to the
Chair of the Audit Committee, who may consult with inside or outside legal counsel as appropriate.  2.
    Introduction. Each director, officer and employee is expected to adhere to a high standard of ethical
conduct. The good name of the Company depends on the way directors, officers and employees conduct
business and the way the public perceives that conduct. Unethical actions, or the appearance of
unethical actions, are not acceptable. Directors, officers and employees are expected to be guided
by the following principles in carrying out their responsibilities:  
    Loyalty. Directors, officers and employees should not be, or appear to be, subject
to influences, interests or relationships that conflict with the interests of the
Company.
    Compliance with Applicable Laws.Directors, officers and employees are expected to
comply with all laws, rules and regulations applicable to the Companys activities.
    Observance of Ethical Standards.Directors, officers and employees must adhere to
high ethical standards in the conduct of their duties. These include honesty and
fairness.  3.
    Integrity of Records and Public Reporting. Directors, officers and employees should promote the accurate and reliable preparation and
maintenance of the Companys financial and other records. Diligence in accurately preparing and
maintaining the Companys records allows the Company to fulfill its reporting obligations and to
provide stockholders, governmental authorities and the general public with full, fair, accurate,
timely and understandable disclosure. In this regard, directors, officers and employees (where
applicable) should: (a) accurately document and account for transactions on the books and records
of the Company; and (b) diligently maintain reports, vouchers, bills, invoices, payroll and service
records, business measurement and performance records and other essential data. Senior financial
officers also are responsible for establishing and maintaining adequate disclosure controls and
procedures and internal controls and procedures, including procedures designed to promote full,
fair, accurate, timely and understandable disclosure in reports filed with the Securities and
Exchange Commission and other public communications.  4.
    Conflict of Interest. Directors, officers and employees must avoid any conflicts of interest between themselves and
the Company. Any situation that involves, or may involve, a conflict of interest with the Company,
should be disclosed promptly. Employees should bring the conflict of interest to the attention of
their supervisor. Directors and officers should bring the conflict of interest to the attention of
the Chair of the Audit Committee, who may consult with inside or outside legal counsel as
appropriate.




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A conflict of interest can occur when an individuals personal interest is adverse to  or
appears to be adverse to  the interests of the Company. Conflicts of interest also can arise when
an individual, or a member of his or her immediate family, receives improper personal benefits as a
result of his or her position with the Company. Immediate family includes a persons spouse,
parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and
sisters-in-law and anyone who shares such persons home. This Code does not attempt to describe all possible conflicts of interest that could develop.
Some of the more common conflicts from which directors, officers and employees must refrain,
however, are set forth below.  
    Improper conduct and activities. Directors, officers and employees may not engage in
any conduct or activity that is inconsistent with the Companys interests or that
disrupts or impairs the Companys relationship with any person or entity with which the
Company has or proposes to enter into a business or contractual relationship.
    Compensation from non-Company sources. Directors, officers and employees may not
accept compensation (in any form) for services performed for the Company from any source
other than the Company.
    Gifts. Directors, officers and employees and members of their immediate families may
not accept gifts from persons or entities where any such gift is being made in order to
influence their actions in their position with the Company, or where acceptance of the
gift could create the appearance of a conflict of interest.
    Personal use of Company assets. Directors and officers may not use Company assets,
labor or information for personal use, other than incidental personal use, unless
approved by the Chair of the Audit Committee or as part of a compensation or expense
reimbursement program. Employees may not use Company assets, labor or information for
personal use, other than incidental personal use, unless approved by their supervisor or
as part of a compensation or expense reimbursement program.  5.
    Corporate Opportunities. Directors, officers and employees are prohibited from: (a) taking for themselves personally
opportunities related to the Companys business; (b) using the Companys property, information, or
position for personal gain; or (c) competing with the Company for business opportunities.  6.
    Confidentiality. Directors, officers and employees should maintain the confidentiality of information entrusted
to them by the Company and any other confidential information about the Company, its business,
customers or suppliers, that comes to them, from whatever source, except when disclosure is
authorized or legally mandated. For purposes of this Code, confidential information includes all
non-public information relating to the Company, its business, customers or suppliers.  7.
    Compliance with Laws, Rules and Regulations. Directors, officers and employees shall comply with all governmental laws, rules and
regulations applicable to the Company, including insider trading laws. They also must provide all
constituents, including the Securities and Exchange Commission if required, with information that
is accurate, complete, objective, relevant, timely and understandable. Transactions in Company
securities are governed by the Companys Stock Trading Window Policy.  8.
    Reporting Illegal or Unethical Behavior. Employees should communicate any actual or suspected violations of this Code promptly to their
supervisors. If an employee has concerns regarding accounting or auditing matters, the employee
may submit those concerns to the Audit Committee by calling the Audit Committee Hotline at (800)
203-7599 (English) or (800) 308-8812 (Spanish). Calls to the Audit Committee Hotline may be made
anonymously and will be treated as confidential. Directors and officers should communicate any actual or suspected violations of this Code (and
any concerns regarding accounting or auditing matters) to the Chair of the Audit Committee. Violations of this Code will be investigated by the Board of Directors or by a person or
persons designated by the Board, and appropriate disciplinary action will be taken in the event of
any violations of the Code, up to and including termination. Directors, officers and employees may
not be retaliated against for reporting actual or suspected violations of this Code in good faith.
If a director, officer or employee believes that he or she has been discharged, disciplined or
otherwise penalized for reporting a violation in good faith, he or she should immediately report
that belief to the Chair of the Audit Committee.  9.
    Waivers Any waivers of this Code for directors and officers must be approved by the Board.