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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

(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, 2003.
|     |  |                                                                                                                                  
|[  ] |  | 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 [   ]

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].

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [   ]

The aggregate market value of the voting and non-voting common equity of
the registrant held by non-affiliates of the registrant on July 31, 2002, based
on the closing price at which such stock was sold on the American Stock
Exchange on that date, was approximately $154,000,000.





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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 11, 2003, was
13,103,481 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of registrants definitive proxy statement for registrants 2003
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, 2003, are incorporated by reference
into Part I and Part II of this Form 10-K Report as set forth herein.





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TABLE OF CONTENTS

|                                                                                               
|-----------------------------------------------------------------------------------------------
|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                                        
|Item 14. Disclosure Controls and Procedures                                                    
|PART IV                                                                                        
|Item 15. Financial Statements, Financial Statement Schedules, Exhibits, and Reports on Form 8-K
|SIGNATURES                                                                                     
|EXHIBITS TO FORM 10-K ANNUAL REPORT                                                            
|EXHIBIT 10.7                                                                                   
|EXHIBIT 13.1                                                                                   
|EXHIBIT 21.1                                                                                   
|EXHIBIT 23.1                                                                                   
|EXHIBIT 24.1                                                                                   
|EXHIBIT 99.1                                                                                   





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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; 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 53-year tradition at Virco Mfg. Corporation. Over the
years, Virco has become the largest manufacturer of moveable educational
furniture for the kindergarten to 12th grade (K-12) market 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 (the Companys 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 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.

Virco serves its customers through a well-trained, nationwide sales and
support team. Vircos educational product line is marketed through what
management believes is the largest direct sales force of any education
furniture manufacturer. 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
complete package solutions for the Furniture, Fixture, and Equipment (FF&E)
line item on school budgets, computer-assisted layout planning, transportation
planning, product delivery, installation, and repair.

Virco operates one business segment, with one product line that is
marketed and distributed through a variety of sales channels. 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 2,000 people nationwide and has approximately
1.1 million square feet of fabrication facilities and 1.4 million square feet
of assembly and 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
made 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





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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 of any education furniture manufacturer. 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, 2003.

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 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 has 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. In addition, the Companys new Plateau
 Office Solutions
collection offers a variety of technology-support furniture alternatives, as
does the recently released Plateau Library/Technology Solutions product
line.                                         
|
| |  | 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®, and Mojave®. Other names and brands included in this report may be
claimed by Virco as well or by third parties.

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





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Virco serves its customers through a well-trained, nationwide sales and
support team. 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. In November 2001, management combined what had
previously been the Commercial and Education sales groups into one field sales
team. 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.

Vircos educational product line is marketed through what management
believes to be the largest direct sales force of any education furniture
manufacturer. The Companys approach to servicing its customer base is very
flexible, and is tailored to best meet the needs of individual customers and
regions. When considered to be most efficient, the sales force will call
directly upon school business officials, who can include purchasing agents or
individual school principals where site based management is practiced. Where
it is considered advantageous, the Company will use large exclusive
distributors and full service dealer partners. 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.

On May 1, 2002, Virco acquired certain assets of Furniture Focus, an
Ohio based reseller of furniture that offers complete package solutions for the
Furniture, Fixture, and Equipment (FF&E) segment of bond funded public school
construction projects. The Furniture Focus sales force and back office
operations were integrated into Virco at the acquisition date. Because the
acquisition date was very close to the peak summer season, the marketing of
package solutions or PlanScape, was limited to the five state region that
Furniture Focus had operated in. Beginning in 2003, Virco plans to market
package solutions nationwide.

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 Requirements 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
facilitate 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.

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 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, 2003.

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





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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. As part of the ATS stocking program,
Virco has endeavored to create a more flexible workforce. The Company has
developed compensation programs to reward employees who are willing to move
from fabrication to assembly to the warehouse as the seasonal demands evolve.
During the 2002 year, the Company added a sabbatical program to reduce spending
in the fourth quarter when sales and required production are at the lowest
levels. These programs have helped Virco avoid layoffs and reduce the need for
inefficient temporary production workers.

Developments During 2002

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, 2003.

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, Smith Systems, Columbia, Scholarcraft and School Specialty.
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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | 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 at January 31, 2003, totaled $13.0 million and approximates
five weeks of sales, compared to $26.0 million at January 31, 2002, and $20.0
million at January 31, 2001.

Patents and
Trademarks



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In November
2002, the United States Patent and Trademark Office (the
USPTO) issued to Virco a patent entitled Office
Furniture System for the Mojave® product line. This patent
covers the method of connecting the pieces within the system and it
covers the method of stacking pieces to create multiple
configurations. In addition, in 2002, the USPTO issued Virco three
design patents covering its new Ph.D.® chair.                                                                                                                                                 
|
|
| | Virco has a number of other design and
utility patents in the United States and other countries that provide
protection for Vircos intellectual property as well. These patents
expire over a period of time ranging from 4 to 17 years. Virco
maintains an active program to protect its investment in technology
and all of its patents by monitoring and enforcing its intellectual
property rights. While Vircos patents are an important element of
its success, Vircos business as a whole is not believed to be
materially dependent on any one patent.                
|
| | In order to distinguish genuine Virco
products from competitors products, Virco has obtained certain
trademarks and tradenames for its products and engages in advertising
and sales campaigns to promote its brands and to identify genuine
Virco products. While Vircos tradenames play an important role in
its success, Vircos business as a whole is not believed to be
materially dependent on any one trademark, except perhaps the
trademark Virco, which the company has protected and
enhanced as an emblem of quality educational furniture for over fifty
years.
|
| | Virco has no franchises or concessions
that are considered to be of material importance to the conduct of
its business and has not appraised or established a value for its
patents or trademarks.                                                                                                                                                                                                                                                                                                                                                                               

Employees



| |                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Virco and its subsidiaries employ approximately 2,000 full-time employees at
various locations. Of this number, approximately 1,640 are involved in
manufacturing and distribution, 240 in sales and marketing and approximately
120 in administration. During the period covered by this report, the Companys
headcount was reduced by approximately 100 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





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| |  |  | 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 in 2002 as a WasteWise Partner of the Year
and 2001 as a 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



| |                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the period covered by this report, Virco derived approximately 3.0 % of
its revenues from external customers located outside of the United States
(primarily in Canada). The Company determines sales to these markets based
upon the customers principal place of business. The Company does not have any
long-lived assets outside of the United States.

Executive Officers of the Registrant

As of April 11, 2003, the executive officers of Virco Mfg. Corporation,
who are elected by and serve at the discretion of the Companys Board of Directors, were
as follows:

|                  |  |                                                              |  |             |    |          |  |  |      | 
|----------------- |  | ------------------------------------------------------------ |  | ----------- | -- | -------- |  |  | ---- | 
|                  |  |                                                              |  | Age at      |    | Has Held
|                  |  |                                                              |  | January 31, |    | Office  
|Name              |  | Office                                                       |  | 2003        |    | Since   
|R. A. Virtue(1)   |  | President, Chairman of the Board and Chief Executive Officer |  |             | 70 |          |  |  | 1990 | 
|R. E. Dose(2)     |  | Vice President  Finance, Secretary & Treasurer              |  |             | 46 |          |  |  | 1995 | 
|G. D. Parish(3)   |  | Vice President  General Manager, Conway Division            |  |             | 65 |          |  |  | 1999 | 
|W. D. Roberts(4)  |  | Vice President  Chief Information Officer                   |  |             | 26 |          |  |  | 2001 | 
|D. R. Smith(5)    |  | Vice President  Corporate Marketing                         |  |             | 54 |          |  |  | 1995 | 
|L. L. Swafford(6) |  | Vice President  Legal Affairs                               |  |             | 38 |          |  |  | 1998 | 
|D. A. Virtue(7)   |  | Corporate Executive Vice President                           |  |             | 44 |          |  |  | 1992 | 
|L. O. Wonder(8)   |  | Vice President  Sales                                       |  |             | 51 |          |  |  | 1995 | 



|(1) |  | Appointed Chairman in 1990; has been employed by the Company for 47 years. Has served as the President since 1982.                                                                                                                                               
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Appointed in 1995; has been
employed by the Company for 13 years and has served as the Corporate Controller, and currently as Vice President - Finance, Secretary and Treasurer.                                                                                 
|   
|(3) |  | Appointed in 1999; has been employed by the Company for 44 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.                         
|   
|(4) |  | Appointed in 2001; has been employed by the Company for 6 years in a variety of analytic and technology positions, currently as Vice President and Chief Information Officer.                                                                                    
|   
|(5) |  | Appointed in 1995; has been employed by the Company for 18 years in a variety of sales and marketing positions, currently as Corporate Vice President of Marketing.                                                                                              
|   
|(6) |  | Appointed in 1998; has been employed by the Company for 8 years and has served as Associate Corporate Counsel, and currently as Vice President of Legal Affairs.                                                                                                 
|   
|(7) |  | Appointed in 1992; has been employed by the Company for 18 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.
|   
|(8) |  | Appointed in 1995; has been employed by the Company for 25 years in a variety of sales and marketing positions, currently as Corporate Vice President of Sales.                                                                                                  
|   
|*   |  | Company officers do not have employment contracts.                                                                                                                                                                                                               

The information required by this Item regarding Directors is incorporated
by reference to 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.

Available Information

Virco files annual, quarterly and special reports, proxy statements and
other information with the SEC. Stockholders may read and copy this
information at the SECs Public Reference Room at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
Stockholders may also obtain copies of this information by mail from the Public
Reference Room at the address set forth above, at prescribed rates.





---



##### 



The SEC also maintains an internet world wide web site that contains
reports, proxy statements and other information about issuers like Virco who
file electronically with the SEC. The address of that site is
http://www.sec.gov.

In addition, Virco makes available to its stockholders, free of charge
through its internet world wide web site, its annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, as soon as reasonably practicable after Virco electronically
files such material with, or furnishes it to, the SEC. The address of that
site is http://www.virco.com.

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.

Conway, Arkansas

The Company owns 100 acres of land in Conway, Arkansas, containing
1,200,000 sq. ft. of manufacturing, warehousing, and office facilities. This
facility is equipped with high-density storage systems, features 70 dock doors
dedicated to outbound freight, and has substantial yard capacity to store and
stage trailers, which has enabled the Company to consolidate the warehousing
function and implement the Assemble-to-Ship (ATS) inventory stocking program.
Management believes that this facility supports Vircos ability to handle
increased sales during the peak delivery season and enhances the efficiency
with which orders are filled.

In addition to the complex described above, the Company operates three
facilities in Conway, Arkansas. The first is a 375,000 sq. ft. fabrication
facility that was acquired in 1954, and expanded and modernized over the
subsequent 45 years. The Company manufactures fabricated steel and injection
molded plastic components at this facility. The second is a 175,000 sq. ft.
manufacturing facility that is used to fabricate and store compression molded
components. This building is leased under a 10 year lease expiring in March
2008. The third is a 150,000 sq. ft. finished goods warehouse, which is being
marketed for sale.

Capital spending at this location was approximately $2,010,000 in 2002,
$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 the Companys Conway, Arkansas, expansion project
impacted Vircos results of operations, please refer to the Managements
Discussion and Analysis section of the Companys 2002 Annual Report to
Stockholders.

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 currently leased to
a third party through January 31, 2005. The lease has an option to extend
through June 2006. The Company has marketed this building for sale and is
currently in discussions with potential buyers.

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 was terminated subsequent to year
end, at which time the Company donated the property to the
Newport Cocke County Economic Development Commission. The book value of this
property was written down to zero during the past fiscal year.

Item 3.Legal Proceedings

Virco has various legal actions pending against it arising in the ordinary
course of business, which in the opinion of the Company, 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.

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

None.





---



##### 



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, 2003. As of April
16, 2003, 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, 2003, and January 31, 2002, Virco
declared a $0.02 per quarter cash dividend and an annual 10% stock dividend.

Securities Authorized for Issuance Under Equity Compensation Plans

|                                                           |       |     |                         |         |                      |     |                         |       |  |  |                         |         | 
|---------------------------------------------------------- | ----- | --- | ----------------------- | ------- | -------------------- | --- | ----------------------- | ----- |  |  | ----------------------- | ------- | 
|Equity Compensation Plan Information                      
|                                                          
|                                                           |       |     |                         |         |                      |     |                         |       |  |  | Number of securities   
|                                                           |       |     |                         |         |                      |     |                         |       |  |  | remaining available for
|                                                           |       |     |                         |         |                      |     |                         |       |  |  | future issuance under  
|                                                           |       |     | Number of securities to |         | Weighted-average     |     | equity compensation    
|                                                           |       |     | be issued upon exercise |         | exercise price of    |     | plans-excluding        
|                                                           |       |     | of outstanding options, |         | outstanding options, |     | securities reflected in
|                                                           |       |     | warrants and rights     |         | warrants and rights  |     | column (a)             
|Plan category                                              |       | (a) |                         | (b)     |                      | (c)
|                                                           |       |     |                         |         |                      |    
|Equity compensation
plans approved by
security holders     |       |     | 482,000                 |         |                      | $   | 10.82                   |       |  |  | 373,000                 |        
|Equity compensation
plans not approved
by security holders |       |     | None                    |         |                      |     | None                    |       |  |  | None                    |        
|                                                           |       |     |                         |         |                      |     |                         |       |  |  |                         |        
|                                                           | Total |     |                         | 482,000 |                      |     | $                       | 10.82 |  |  |                         | 373,000 | 
|                                                           |       |     |                         |         |                      |     |                         |       |  |  |                         |        

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, 2003. 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, 2003.

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, 2003.

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, 2003, Virco had borrowed $26,655,000 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 balance contains 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 $331,000 for the fiscal year ended January 31, 2003.
Virco would have benefited from a similar interest savings if the base rate
were to fluctuate downward by the same amount.

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,
2003, are incorporated herein by reference.

Unaudited quarterly results in Note 12 of the financial statements
included in the Annual Report to Stockholders for the year ended January 31,
2003, are incorporated herein by reference.

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

None.





---



##### 



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 Companys 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 is incorporated by reference to
information set forth in the Companys definitive Proxy Statement to be filed
within 120 days after the end of the Companys most recent fiscal year.

Item 12.Security Ownership of Certain Beneficial Owners and Management

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

Item 13.Certain Relationships and Related Transactions

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

Item 14. Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in its reports filed with
the Securities and Exchange Commission (the SEC) pursuant to the Securities
Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms,
and that such information is accumulated and communicated to the Companys
management, including its President and Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. Assessing the costs and benefits of such controls and procedures
necessarily involves the exercise of judgment by management, and such controls
and procedures, by their nature, can provide only reasonable assurance that
managements objectives in establishing them will be achieved.

Within 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of its
management, including the Companys President and Chief Executive Officer along
with the Companys Chief Financial Officer, of the effectiveness of the design
and operation of the Companys disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the foregoing, the Companys President and
Chief Executive Officer along with the Companys Chief Financial Officer
concluded that Vircos disclosure controls and procedures are effective in
alerting them in a timely fashion to material information relating to the
Company (including its consolidated subsidiaries) required to be included in
the Companys Exchange Act reports. There have been no significant changes in
the Companys internal controls or in other factors which could significantly
affect internal controls subsequent to the date that the Company carried out
its evaluation.





---



##### 



PART IV

Item 15.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, 2003, are incorporated by reference in Item 8.                                                                                                      
|      |  | Report of Management.                                                                                                                                                                                                                                                                                                             
|      |  | Report of Independent Auditors.                                                                                                                                                                                                                                                                                                   
|      |  | Consolidated balance sheets  January 31, 2003 and 2002.                                                                                                                                                                                                                                                                          
|      |  | Consolidated statements of income  Years ended January 31, 2003, 2002, and 2001.                                                                                                                                                                                                                                                 
|      |  | Consolidated statements of stockholders equity  Years ended January 31, 2003, 2002, and 2001.                                                                                                                                                                                                                                   
|      |  | Consolidated statements of cash flows  Years ended January 31, 2003, 2002, and 2001.                                                                                                                                                                                                                                             
|      |  | Notes to consolidated financial statements  January 31, 2003.                                                                                                                                                                                                                                                                    
|     
|2.    |  | The following consolidated financial statement schedule of Virco Mfg. Corporation is included in Item 15:                                                                                                                                                                                                                         
|      |  | 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.                                                                                                                                                                                                                                                                                                                             





---



##### 



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 25th of April, 2003.



| |  |  | VIRCO MFG. CORPORATION                                                                                          
| |  |  | ----------------------------------------------------------------------------------------------------------------
|
| |  |  | /s/ Robert A. Virtue
Robert A. Virtue, Chairman of the Board (Principal Executive Officer)                      
|
| |  |  | /s/ Robert E. Dose
Robert E. Dose, Vice President  Finance, Secretary & Treasurer (Principal Financial Officer)
|
| |  |  | /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 25, 2003
|                                              |  |                                                                        |  |               
|/s/ Douglas A. Virtue
Douglas A. Virtue       |  | Director                                                               |  | April 25, 2003
|                                              |  |                                                                        |  |               
|/s/ Donald S. Friesz
Donald S. Friesz         |  | Director                                                               |  | April 25, 2003
|                                              |  |                                                                        |  |               
|/s/ Evan M. Gruber
Evan M. Gruber             |  | Director                                                               |  | April 25, 2003
|                                              |  |                                                                        |  |               
|/s/ Robert K. Montgomery
Robert K. Montgomery |  | Director                                                               |  | April 25, 2003
|                                              |  |                                                                        |  |               
|/s/ Glen D. Parish
Glen D. Parish             |  | Director                                                               |  | April 25, 2003
|                                              |  |                                                                        |  |               
|/s/ Donald A. Patrick
Donald A. Patrick       |  | Director                                                               |  | April 25, 2003
|                                              |  |                                                                        |  |               
|/s/ James R. Wilburn
James R. Wilburn         |  | Director                                                               |  | April 25, 2003





---



##### 



VIRCO MFG. CORPORATION

EXHIBITS TO FORM 10-K ANNUAL REPORT

For the Year Ended January 31, 2003


|        |      |             |  |                                                                                                                                                                                                                                                                                                                                           
|------- | ---- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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  |             |  | Amended and Restated Bylaws of the Company dated September 10,
2001 (incorporated by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q (Commission File No. 001-08777),
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 (incorporated by reference to Exhibit 10.6 to the Companys Annual
Report on Form 10-K for the fiscal year ended January 31, 2002
(Commission File No. 001-08777), filed with the Commission on May
1, 2002).
|       
|        | 10.7 |             |  | Revolving Line of Credit Note dated February 1, 2003 between the
Company and Wells Fargo Bank, N.A., a national banking
association.                                                                                                                                                                                                      
|       
|        | 13.1 |             |  | Annual Report to Stockholders for the Year Ended January 31, 2003.                                                                                                                                                                                                                                                                        
|       
|        | 21.1 |             |  | List of All Subsidiaries of Virco Mfg. Corporation.                                                                                                                                                                                                                                                                                       
|       
|        | 23.1 |             |  | Consent of Independent Auditors.                                                                                                                                                                                                                                                                                                          
|       
|        | 24.1 |             |  | Power of Attorney (see signature page).                                                                                                                                                                                                                                                                                                   
|       
|        | 99.1 |             |  | Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                              





---



##### 



Certification of Chief Executive Officer

I, Robert A. Virtue, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of Virco Mfg.
Corporation;                                                                                                                                                                                                                                                  
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                       
|
| | 4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                      
|

| | a. |  | Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c. |  | Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.                                                                                                                        
|

| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | a. |  | All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        
|

| | 6. |  | The registrants other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                          |  |                                
|------------------------- |  | -------------------------------
|Date:      April 25, 2003 |  | /s/ Robert A. Virtue           
|                          |  |                                
|                          |  | Robert A. Virtue
     President





---



##### 



Certification of Chief Financial Officer

I, Robert E. Dose, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of Virco Mfg.
Corporation;                                                                                                                                                                                                                                                  
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report; and
|
| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;                       
|
| | 4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                      
|

| | a. |  | Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c. |  | Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date.                                                                                                                        
|

| | 5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | a. |  | All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        
|

| | 6. |  | The registrants other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                          |  |                                             
|------------------------- |  | --------------------------------------------
|Date:      April 25, 2003 |  | /s/ Robert E. Dose                          
|                          |  |                                             
|                          |  | Robert E. Dose
     Vice President - Finance