##### Table of Contents



FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

| |  |            |  |                                                                                         
| |  | ---------- |  | ----------------------------------------------------------------------------------------
| |  | (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: 0-3136

RAVEN INDUSTRIES, INC.




(Exact name of registrant as specified in its charter)


|                         |  |                                  
|------------------------ |  | ---------------------------------
|South Dakota             |  | 46-0246171                       
|                         |  |                                  
|(State of incorporation) |  | (IRS Employer Identification No.)

205 E. 6th Street, P.O. Box 5107
Sioux Falls, South Dakota 57117-5107

(Address of principal executive offices)


(605) 335-2750

(Registrants telephone number including area code)


Securities registered pursuant to Section 12(b) of the Act: None

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

Common stock, $1 par value

(Title of each class)


Indicate by checkmark 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 twelve months, and (2) has been subject to such filing
requirements for the past ninety days.

[X]  Yes    [   ]   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 in Part III of this Form 10-K or any amendment to
this Form 10-K. [   ]

Indicate by check mark (X) whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act.)

[X]  Yes    [   ]   No


The aggregate market value of the registrants common stock held by
nonaffiliates at July 31, 2002 was approximately $77,387,241. The aggregate
market value was computed by reference to the closing price as reported on the
NASDAQ National Market System, $11.63 (as adjusted for the two-for-one stock
split January 15, 2003), on July 31, 2002, which was as of the last business
day of the registrants most recently completed second fiscal quarter.

Shares of common stock outstanding at April 10, 2003: 9,048,810.

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TABLE OF CONTENTS



|                                              |                                                                                                         |  |  |  |  |  |  | 
|--------------------------------------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|DOCUMENTS INCORPORATED BY REFERENCE          
|FORWARD-LOOKING STATEMENTS                   
|                                              | Item 1. Business                                                                                       
|                                              | Item 2. Properties                                                                                     
|                                              | Item 3. Pending Legal Proceedings                                                                      
|                                              | Item 4. Submission of Matters to a Vote of Security Holders                                            
|                                              | Item 4A. Executive Officers of the Registrant                                                          
|                                              | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                                    
|                                              | Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure           
|                                              | Item 10. Directors and Executive Officers of the Registrant                                            
|                                              | Item 11. Executive Compensation                                                                        
|                                              | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|                                              | Item 13. Certain Relationships and Related Transactions                                                
|                                              | Item 14. Controls and Procedures                                                                       
|                                              | Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K                                
|SIGNATURES                                   
|CERTIFICATIONS                               
|EX-13 2003 Annual Report to Shareholders     
|EX-21 Subsidiaries of the Registrant         
|EX-23 Consent of Independent Accountants     
|EX-99.1 Certification Pursuant to Section 906



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##### Table of Contents






DOCUMENTS INCORPORATED BY REFERENCE

The following terms  the company, Raven or the registrant  are intended to
apply to Raven Industries, Inc. and its consolidated subsidiaries listed in
Exhibit 21 to this report.

The following table shows, except as otherwise noted, the location of
information, required in this Form 10-K, in the registrants Annual Report to
Shareholders for the year ended January 31, 2003 and Proxy Statement for the
registrants 2003 annual meeting, a definitive copy of which was filed on April
18, 2003. All such information set forth under the heading Reference below
is included herein or incorporated herein by reference. A copy of the
registrants Annual Report to Shareholders for the year ended January 31, 2003
is included as an exhibit to this report.

|         |  |                                                                                           |  |                                                                                                                                                     
|-------- |  | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|         |  | ITEM IN FORM 10-K                                                                         |  | REFERENCE                                                                                                                                           
|         |  |                                                                                           |  |                                                                                                                                                     
|PART I.  |  |                                                                                           |  |                                                                                                                                                     
|         |  |                                                                                           |  |                                                                                                                                                     
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 1.  |  | Business                                                                                  |  | Business, pages 4-8, this document;
Business Segments      pages 5 and
16 of the Annual Report to
Shareholders                                      
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 2.  |  | Properties                                                                                |  | Properties, pages 8-9, this document                                                                                                                
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 3.  |  | Pending Legal Proceedings                                                                 |  | Pending Legal
Proceedings, page 9, this document                                                                                                    
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 4.  |  | Submission of Matters to a Vote of
Security Holders                                       |  | Submission of Matters to a Vote of
Security Holders, page 9,     this
document                                                                      
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 4A. |  | Executive Officers of the Registrant                                                      |  | Executive Officers of the
Registrant, page 9, this document                                                                                         
|         |  |                                                                                           |  |                                                                                                                                                     
|PART II. |  |                                                                                           |  |                                                                                                                                                     
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 5.  |  | Market for the Registrants Common
Equity and Related     Stockholder
Matters             |  | Quarterly Information (unaudited),
page 26, Eleven-year     Financial
Summary, pages 14-15, and
inside back cover,     Annual
Report to Shareholders
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 6.  |  | Selected Financial Data                                                                   |  | Eleven-year Financial Summary, pages
14-15, Annual Report     to
Shareholders                                                                       
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 7.  |  | Managements Discussion and Analysis
of Financial     Condition and
Results of Operations |  | Financial Review and Analysis, pages
17-25, Annual Report     to
Shareholders                                                                       
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 7A. |  | Quantitative and Qualitative
Disclosures About Market     Risk                            |  | Page 9, this document                                                                                                                               
|         |  |                                                                                           |  |                                                                                                                                                     
|Item 8.  |  | Financial Statements and
Supplementary Data                                               |  | Pages 27-39, Annual Report to
Shareholders                                                                                                          

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##### Table of Contents



|          |  |                                                                                                      |  |                                                                                                                        
|--------- |  | ---------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------
|          |  | ITEM IN FORM 10-K                                                                                    |  | REFERENCE                                                                                                              
|          |  |                                                                                                      |  |                                                                                                                        
|Item 9.   |  | Changes in and Disagreements with
     
Accountants on Accounting and
Financial Disclosure           |  | Changes in and Disagreements with
Accountants on     
Accounting and
Financial Disclosure, page 10,
this      document 
|          |  |                                                                                                      |  |                                                                                                                        
|PART III. |  |                                                                                                      |  |                                                                                                                        
|          |  |                                                                                                      |  |                                                                                                                        
|Item 10.  |  | Directors and Executive Officers of
the Registrant                                                   |  | Election of Directors and Executive
Compensation, Proxy     
Statement                                                 
|          |  |                                                                                                      |  | Executive Officers of Registrant,
Item 4A, page 9, this     
document
and Other Matters, Proxy
Statement               
|          |  |                                                                                                      |  |                                                                                                                        
|Item 11.  |  | Executive Compensation                                                                               |  | Executive
Compensation, Proxy Statement                                                                                
|          |  |                                                                                                      |  |                                                                                                                        
|Item 12.  |  | Security Ownership of Certain
Beneficial Owners and
     
Management and Related
Stockholder Matters |  | Ownership of Common Stock, Proxy
Statement, page 36,     
Annual
Report to Shareholders and page
10, this     
document
|          |  |                                                                                                      |  |                                                                                                                        
|Item 13.  |  | Certain Relationships and Related
Transactions                                                       |  | Election of Directors, Proxy Statement                                                                                 
|          |  |                                                                                                      |  |                                                                                                                        
|Item 14.  |  | Control Procedures                                                                                   |  | Control
Procedures, page 11, this document                                                                             
|          |  |                                                                                                      |  |                                                                                                                        
|PART IV.  |  |                                                                                                      |  |                                                                                                                        
|          |  |                                                                                                      |  |                                                                                                                        
|Item 15.  |  | Exhibits, Financial Statement
Schedule and Reports on     
Form 8-K                                  |  | Exhibits, Financial Statement
Schedule and Reports on
     Form 8-K, pages 11-13, this document.                       




FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act provides a safe harbor for
forward-looking statements. Certain information included in this Form 10-K and
other materials filed or to be filed by the company with the Securities and
Exchange Commission (as well as information included in statements made or to
be made by the company) contains statements that are forward-looking. Although
the company believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, there is no assurance that such
expectations will be achieved. Such assumptions involve important risks and
uncertainties that could significantly affect results in the future. These
risks and uncertainties include, but are not limited to, those relating to
general economic and weather conditions, which could affect certain of the
companys primary markets, such as agriculture and construction, or changes in
competition, technology or the companys customer base, any of which could
adversely impact any of the companys product lines.

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RAVEN INDUSTRIES, INC.
FORM 10-K
fiscal year ended January 31, 2003




Item 1.       Business

General

Raven Industries, Inc., was incorporated in February 1956 under the laws of the
State of South Dakota and began operations later that same year. Raven is an
industrial manufacturer providing a variety of products to customers throughout
North America. The company began operations as a manufacturer of high-altitude
research balloons before diversifying into the industrial, agricultural,
construction and military/aerospace markets. The company employs approximately
750 persons on active status in four states and is headquartered at 205 E.
Sixth Street, Sioux Falls, SD 57104  telephone (605) 336-2750. The companys
Internet address is located at http//www.ravenind.com and trades on the NASDAQ
National Market System under the symbol RAVN.

All reports (including annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K) and proxy and information statements
filed with the Securities and Exchange Commission (SEC) are available through a
link from the companys web site to the SEC web site. All such information is
available as soon as reasonably practicable after it has been
electronically filed. Filings can also be obtained free of charge by contacting
the company, the SECs Public Reference Room at 450 Fifth Street, N.W.,
Washington, DC 20549, through their web site at http://www.sec.gov, or by
calling the SEC at 1-800-SEC-0330.

The company has four ongoing business segments consisting of three Raven
divisions and one subsidiary: Electronic Systems Division, Flow Controls
Division, Engineered Films Division, and Aerostar International, Inc.
(Aerostar). Beta Raven, a wholly owned subsidiary, was partially merged into
the Electronic Systems Division in fiscal 2002 and the remaining operating
assets were sold to a third party or liquidated into Raven Industries, Inc. in
fiscal 2003. Substantially all of the companys plastic tank product lines were
sold in the third quarter of fiscal 2001. Many of the past and present product
lines are an extension of technology and production methods developed in the
original balloon business. Product lines have been grouped in these segments
based on common technologies, production methods and raw materials; however,
more than one business segment may serve each of the product markets identified
above. Page 16 of the companys Annual Report to Shareholders, incorporated
herein by reference, provides financial information concerning the business
segments, including sold businesses.

Following is a summary of company net sales by principal product categories
(dollars in thousands):

|                                     |                   |   |         |       |         |   |         |       |  |   |         |        | 
|------------------------------------ | ----------------- | - | ------- | ----- | ------- | - | ------- | ----- |  | - | ------- | ------ | 
|                                     |                   |   | FY 2003 |       | FY 2002 |   | FY 2001
|                                     |                   |   |         |       |         |   |        
|Electronics manufacturing services   |                   | $ | 38,589  |       |         | $ | 32,289  |       |  | $ | 32,039  |       
|Flow control devices and accessories |                   |   | 28,496  |       |         |   | 23,178  |       |  |   | 16,758  |       
|Reinforced plastic sheeting          |                   |   | 35,096  |       |         |   | 35,796  |       |  |   | 35,403  |       
|Specialty apparel                    |                   |   | 7,049   |       |         |   | 11,001  |       |  |   | 19,102  |       
|Other                                |                   |   | 10,359  |       |         |   | 9,754   |       |  |   | 10,058  |       
|                                     |                   |   |         |       |         |   |         |       | 
|Total ongoing operation sales        |                   |   | 119,589 |       |         |   | 112,018 |       |  |   | 113,360 |       
|Businesses sold:                     |                   |   |         |       |         |   |         |       |  |   |         |       
|                                     | Plastic tanks     |   |         |      |         |   |         | 3,500 |  |   |         | 16,232 | 
|                                     | Feedmill controls |   |         | 1,314 |         |   |         | 2,997 |  |   |         | 3,266  | 
|                                     |                   |   |         |       |         |   |         |       | 
|Total sales                          |                   | $ | 120,903 |       |         | $ | 118,515 |       |  | $ | 132,858 |       
|                                     |                   |   |         |       |         |   |         |       | 

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Business Segments

Flow
Controls    Products in this segment are electronic speed and global positioning system
(GPS)-based, location compensated application control products. They are used
primarily for precision farming applications, as well as roadside and turf
chemical spraying. The company has developed new products for field location
control and chemical injection. The acquisition of Starlink in fiscal 2002
enhanced the companys GPS capabilities. The combined technologies are
expected to provide a competitive advantage in the support of precision
agriculture in future years.

Home office personnel sell flow control devices directly to original equipment
manufacturers (OEMs) and independent third-party distributors. In fiscal 2004,
the segment plans to expand on marketing and distribution through on-site
marketing representatives in key geographic areas. The companys competitive
advantage in this segment is product reliability, ease of use, product
availability and service after the sale.

Engineered Films  This segment produces rugged reinforced plastic sheeting for industrial,
construction and agricultural applications and high altitude balloons for
public and commercial research.

The companys sales force sells plastic sheeting to independent third-party
distributors in each of the various markets it serves. The company extrudes a
significant portion of the film converted for its commercial products and
believes it is one of the largest sheeting converters in the United States. A
number of suppliers of sheeting compete with Raven on both price and product
availability. To increase production, a $7.3 million two-year capital
investment plan was completed in fiscal 2003 including a new extruder believed
to be one of the largest in North America, nearly doubling capacity.

High-altitude research balloons are sold directly to public agencies (usually
funded by the National Aeronautics and Space Administration) or commercial
users. Demand for these products is small but stable. Raven is the largest
balloon supplier for high-altitude research in the United States.

Electronic Systems  The company has focused this segments capabilities in electronics
manufacturing services (EMS) for commercial customers. Historically, the
companys Electronic Systems segment provided a variety of assemblies and
controls to the United States Department of Defense and other military
contractors. Assemblies manufactured by the Electronic Systems segment include
communication, environmental control, computer and other products where high
quality is critical. The Electronic Systems segment expanded its capacity in
fiscal 2002 by purchasing System Integrators and moving it into its EMS
facility in St. Louis, Missouri.

EMS sales are made in response to competitive bid requests by commercial
customers and military contractors. The level and nature of competition varies
with the type of product, but the company frequently competes with a number of
EMS manufacturers on any given bid request. The markets in which the company
participates are highly competitive, with customers having many suppliers to
choose from.

5



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Aerostar  The Aerostar subsidiary produces and sells custom-shaped advertising
inflatables that have a number of uses including parade floats and advertising
media. The company is the originator of modern hot-air ballooning and
continues to be a leader in design and technical expertise. Aerostar also
manufactures other sewn and sealed products on a contract basis. In fiscal
2003, the subsidiary was awarded a $7.65 million contract to produce cargo
parachutes for the US Army. The subsidiary was previously in the cold-weather
commercial outerwear business, but with the closure of a sewing plant in fiscal
2003 and prior plant sales, has now exited that business. It continues to
produce uniforms for US government agencies as a subcontractor.

The Aerostar segment sells inflatable displays directly to corporate customers,
advertising agencies, and public relations firms, and are subject to varying
levels of competition. Generally, the more customized the product, the greater
the companys market share. Hot-air balloons are sold through an independent
third-party dealer network. Government sales are made in response to
competitive bid requests.

Sold Businesses  The Beta Raven Industrial Controls Division produced and sold computerized
process-control systems directly to feedmills and to other markets. The
business was sold during fiscal 2003. In prior years, the company has disposed
of its pickup-truck topper and plastic tank businesses.

Major Customer Information

One customer in the Electronic Systems segment, General Dynamics, accounted for
10.7% ($12.9 million) of consolidated sales in fiscal 2003. No customer
accounted for more than 10 percent of the companys consolidated accounts
receivable at January 31, 2003. Additionally, General Dynamics and two other
customers in the Electronic Systems segment accounted for more than 68% of the
segments sales. The loss of these accounts would adversely affect
profitability; however, the company believes its relationships with these
customers are strong. In addition, the breadth of the companys product lines
helps protect it from the impact of losing any single customer.

Seasonal Working Capital Requirements

Some seasonal demand exists in Flow Controls agricultural market. The Flow
Controls Division builds product in the fall for winter/spring delivery.
Certain sales to agricultural customers offer spring dating terms for late fall
and early winter shipments. The resulting fluctuations in inventory and
accounts receivable balances may require, and have required, seasonal
short-term financing.

Financial Instruments

The principal financial instruments the company maintains are in short-term
investments, accounts receivable and long-term debt. The company believes that
the interest rate, credit and market risk related to these accounts is not
significant. The company manages the risk associated with these accounts
through periodic reviews of the carrying value assets and liabilities and
establishment of appropriate allowances in connection with the company
policies. Except for operating leases, the company does not enter into hedging,
derivative instruments, or off balance sheet financing.

6



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##### Table of Contents



Raw Materials

The company obtains a wide variety of materials from numerous vendors.
Principal materials include numerous electronic components for the Electronic
Systems and Flow Controls segments, various plastic resins for the Engineered
Films segment and fabrics for the Aerostar segment. The company has not
experienced any significant shortages or other problems in purchasing raw
materials to date, and alternative sources of supply are generally available.
However, predicting future material shortages and the related potential impact
on Raven is not possible.

Patents

The company owns a number of patents. However, Raven does not believe that its
business, as a whole, is materially dependent on any one patent or related
group of patents. It believes the successful manufacture and sale of its
products generally depend more upon its technical expertise and manufacturing
skills.

Research and Development

The business segments conduct ongoing research and development efforts. Most of
the companys research and development expenditures are directed toward new
products in the Flow Controls segment. Total company research and development
costs are disclosed in Note 1 to the Consolidated Financial Statements located
on page 31 of the 2003 Annual Report to Shareholders, incorporated herein by
reference.

Environmental Matters

Except as described below, the company believes that, in all material respects,
it is in compliance with applicable federal, state and local environmental laws
and regulations. Expenditures relating to compliance for operating facilities
incurred in the past have not significantly affected the companys capital
expenditures, earnings or competitive position.

In connection with the sale of substantially all of the assets of the companys
Glasstite, Inc. subsidiary in fiscal 2000, the company has agreed to assume
responsibility for the investigation and remediation of any pre-October 29,
1999 environmental contamination at the companys Glasstite pickup-truck topper
facility in Dunnell, Minnesota as required by the Minnesota Pollution Control
Agency (MPCA) or the United States Environmental Protection Agency (EPA).

Also, in connection with the sale of substantially all of the assets of the
companys Plastic Tank Division in fiscal 2001, the company has agreed to
assume responsibility for the investigation and remediation of any pre-August
28, 2000 environmental contamination at the property located at 1813 E Avenue,
Sioux Falls, S.D. in accordance with the South Dakota Department of Environment
and Natural Resources (DENR).

The company and the purchasers of the companys Glasstite subsidiary and
Plastic Tank Division have conducted preliminary environmental assessments of
the properties used in these businesses. Although these assessments are still
being evaluated by the MPCA and DENR, respectively, on the basis of the
preliminary data available, there is no reason to believe that any activities
which might be required as a result of the findings of the assessments will
have a material effect on the companys results of operations, financial
position or cash flow of the company. The company had accrued approximately
$60,000 at January 31, 2003, its best estimate of probable costs to be incurred
related to these matters.

7



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Backlog

As of February 1, 2003, the companys backlog of firm orders totaled $42.8
million. Backlog amounts as of February 1, 2002 and 2001 were $33.8 million and
$38.2 million, respectively. Orders in the Flow Controls Division account for
the majority of the increase.

Employees

As of January 31, 2003, the company had approximately 765 employees, 750 in an
active status. Following is a summary of active employees by segment:
Electronic Systems  210; Flow Controls  170; Engineered Films  130; Aerostar
- 195; Administration  45. Management believes its employee relations are
satisfactory.




Item 2.        Properties

The company maintains the following properties in connection with its
operations, all of which the company owns, unless indicated otherwise:

|                    |  |             |  |                                                    |  |                           
|------------------- |  | ----------- |  | -------------------------------------------------- |  | --------------------------
|Location            |  | Square Feet |  | Function                                           |  | Business Segments         
|                    |  |             |  |                                                    |  |                           
|Sioux Falls, SD     |  | 150,000     |  | Corporate office; electronics
manufacturing        |  | All                       
|                   
|                    |  | 69,300      |  | Plastic sheeting manufacturing                     |  | Engineered Films          
|                   
|                    |  | 59,000      |  | Plastic sheeting and hot-air
balloon manufacturing |  | Engineered Films;
Aerostar
|                   
|                    |  | 30,800      |  | Warehouse                                          |  | Engineered Films          
|                   
|                    |  | 27,000      |  | Offices and material handling
facility             |  | Aerostar                  
|                   
|                    |  | 25,300      |  | Inflatable manufacturing                           |  | Aerostar                  
|                   
|                    |  | 24,000      |  | Electronics manufacturing                          |  | Electronic Systems        
|                   
|                    |  | 10,200      |  | Machine shop                                       |  | Flow Controls             
|                   
|                    |  | *9,000      |  | Warehouse                                          |  | Engineered Films          
|                   
|                    |  | 6,200       |  | Training/meeting center                            |  | All                       
|                   
|Sulphur Springs, TX |  | *63,900     |  | Research balloon
manufacturing                     |  | Engineered Films          
|                   
|Springfield, OH     |  | 30,000      |  | Plastic sheeting manufacturing                     |  | Engineered Films          
|                   
|Huron, SD           |  | 24,100      |  | Sewing plant                                       |  | Aerostar                  
|                   
|St. Louis, MO       |  | 21,000      |  | Electronics manufacturing                          |  | Electronic Systems        
|                   
|                    |  | *3,600      |  | Warehouse                                          |  | Electronic Systems        
|                   
|Madison, SD         |  | 20,000      |  | Sewing plant                                       |  | Aerostar                  
|                   
|Parkston, SD        |  | 14,000      |  | Held for sale                                      |  | Aerostar                  
|                   
|Austin, TX          |  | *12,000     |  | Product development and
manufacturing              |  | Flow Controls             
|                   



|* |  | Leased
|- |  | ------

8



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Most of the companys manufacturing plants also serve as distribution centers
and contain offices for sales, engineering and manufacturing support staff.
The company believes that its properties are, in all material respects, in good
condition and are adequate to meet existing production needs. The company owns
6.95 acres of undeveloped land adjacent to the other owned property in Sioux
Falls, which is available for expansion.




Item 3.        Pending Legal Proceedings

The company is responsible for investigation and remediation of environmental
contamination at two of its sold facilities as described under Environmental
Matters on page 7. In addition, the company is involved as a defendant in
lawsuits, claims or disputes arising in the normal course of its business. The
potential costs and liability of such claims cannot be determined at this time.
Management believes that any liability resulting from these claims will be
substantially mitigated by insurance coverage. Accordingly, management does
not believe the ultimate outcome of these matters will be significant to its
results of operations, financial position or cash flows.




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

There were no matters submitted during the fourth quarter to a vote of security
holders of the company.




Item 4A.        Executive Officers of the Registrant

|                  |  |     |    |          |  |                         | 
|----------------- |  | --- | -- | -------- |  | ----------------------- | 
|Name              |  | Age |    | Position | 
|                  |  |     |    |          | 
|Ronald M. Moquist |  |     | 57 |          |  | President and
Chief     | 
|                  |  |     |    |          |  | Executive Officer       | 
|Thomas Iacarella  |  |     | 49 |          |  | Vice
President and      | 
|                  |  |     |    |          |  | Chief Financial Officer | 

Each of the above named individuals serves at the pleasure of the Board of
Directors on a year-to-year basis.

Mr. Moquist was named President and Chief Executive Officer of the company
effective August 1, 2000. He served as the Executive Vice President of Raven
from 1985 through July 2000. He joined the company in 1975 as Sales and
Marketing Manager.

Mr. Iacarella has been the companys Chief Financial Officer, Secretary and
Treasurer since 1998. He joined Raven as Corporate Controller, in 1991. Prior
to joining the company, he held positions with Tonka Corporation and Ernst &
Young, LLP.




Item 7A.        Quantitative and Qualitative Disclosures About Market Risk

The exposure to market risks pertains mainly to changes in interest rates on
cash and cash equivalents and short-term investments. The companys debt
consists of capital leases, all of which
have fixed interest rates. The company does not expect operating results or
cash flows to be significantly affected by changes in interest rates.
Additionally, the company has no derivative contracts or foreign currency
exchange risk.

9



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##### Table of Contents






Item 9.        Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

None.




Item 10.        Directors and Executive Officers of the Registrant

Incorporated by reference to the sections entitled Election of Directors,
Executive Compensationand Other Matters, within the companys Proxy
Statement relating to its 2003 Annual Meeting of Shareholders. Executive
Officers of Registrant, Item 4A, page 9, this document.




Item 11.        Executive Compensation

Incorporated by reference to the section entitled Executive Compensation
within the companys Proxy Statement relating to its 2003 Annual Meeting of
Shareholders.




Item 12.        Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

Incorporated by reference to the section entitled Ownership of Common Stock of
Directorswithin the companys Proxy Statement relating to its 2003 Annual
Meeting of Shareholders.

The number of shares to be issued upon exercise and the number of shares
remaining available for future issuance under the Companys equity compensation
plans at January 31, 2003 were as follows:

Equity Compensation Plan Information

|                                                           |  |                      |         |                   |  |                      |       |  |  |  |         | 
|---------------------------------------------------------- |  | -------------------- | ------- | ----------------- |  | -------------------- | ----- |  |  |  | ------- | 
|                                                           |  | Number of securities |         | Weighted-average  |  |                      |       | 
|                                                           |  | to be issued upon    |         | exercise price of |  | Number of           
|                                                           |  | exercise of          |         | outstanding       |  | securities available
|Plan Category                                              |  | outstanding options  |         | options           |  | for future issuance 
|                                                           |  |                      |         |                   |  |                     
|Equity compensation
plans approved by
security holders (1) |  |                      | 436,056 |                   |  |                      | $7.43 |  |  |  | 428,900 | 
|                                                          
|Equity compensation
plans not approved
by security holders |  |                      | None    |                   |  |                      | None  |  |  |  | None    | 

(1) Description of plan is included in Note 10 to the Consolidated Financial
Statements located on page 36 of the 2003 Annual Report to Shareholders
incorporated herein by reference.




Item 13.        Certain Relationships and Related Transactions

Incorporated by reference to the section entitled Election of Directors,
contained in the companys Proxy Statement relating to its 2003 Annual Meeting
of Shareholders.

10



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##### Table of Contents






|         |                        
|-------- | -----------------------
|Item 14. | Controls and Procedures

Under the supervision and with the participation of the companys management,
including the Chief Executive Officer and Chief Financial Officer, the company
conducted an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures, as such term is defined under Exchange Act
Rule 13a-14(c) within 90 days of the filing of this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the design and operation of these disclosure controls and procedures were
effective. There have been no significant changes in the companys internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced above, including any
corrective actions with regard to significant deficiencies and material
weaknesses.




|         |                                                               
|-------- | --------------------------------------------------------------
|Item 15. | Exhibits,
Financial Statement Schedule and Reports on Form 8-K



| | (a) |  | Consolidated Financial Statements and Schedule
| | --- |  | ----------------------------------------------



| | 1. |  | Incorporated by reference from the attached
exhibit containing the 2003
Annual Report to Shareholders:
| | -- |  | ------------------------------------------------------------------------------------------------------



| |  |  | Consolidated Balance SheetsConsolidated Statements of IncomeConsolidated Statements of Stockholders Equity and
Comprehensive IncomeConsolidated Statements of Cash FlowsNotes to Financial StatementsReport of Independent Accountants
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. |  | Included in Part II:
| | -- |  | --------------------



| |  |  | Report of Independent Accountants on Financial Statement
Schedule
 
Schedule II  Valuation and Qualifying Accounts
| |  |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | The following schedules are omitted as they are not applicable or
are not required: I, III and IV.
| |  |  | --------------------------------------------------------------------------------------------------

| |     |  |                                                         
| | --- |  | --------------------------------------------------------
| | (b) |  | Reports on Form 8-K                                     
| |     |  |                                                         
| |     |  | None                                                    
| |     |  |                                                         
| | (c) |  | Exhibits Filed                                          
| |     |  |                                                         
| |     |  | The following exhibits are filed as part of this report:

11



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##### Table of Contents



|         |                                                                           
|-------- | --------------------------------------------------------------------------
|Item 15. | Exhibits,
Financial Statement Schedule and Reports on Form 8-K, continued:

| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Exhibit |  |                                                                                                                                                                                                                                                                                                                         
| |  | Number  |  | Description                                                                                                                                                                                                                                                                                                             
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 2(a)    |  | Asset Purchase Agreement dated December 5, 2001 by and
among Raven Industries, Starlink Incorporated and the
shareholders of Starlink Incorporated (incorporated by
reference to Exhibit 2.1 of the Registrants Current
Report on Form 8-K dated December 5, 2001).                                                    
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 3(a)    |  | Articles of Incorporation of Raven Industries, Inc. and all
amendments thereto.*                                                                                                                                                                                                                                        
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 3(b)    |  | By-Laws of Raven Industries, Inc.*                                                                                                                                                                                                                                                                                      
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 3(c)    |  | Extract of Shareholders Resolution adopted on April 7, 1962 with
respect to the by-laws of Raven Industries, Inc.*                                                                                                                                                                                                      
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(a)   |  | Raven Industries, Inc. 2000 Stock Option and Compensation Plan
adopted May 24, 2000 (incorporated by reference to Exhibit A to the
companys definitive Proxy Statement filed April 19, 2000).                                                                                                                          
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(b)   |  | Raven Industries, Inc. 1990 Stock Plan adopted January 30, 1990
(incorporated by reference to Exhibit A to the companys definitive
Proxy Statement filed April 25, 1990).                                                                                                                                              
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(c)   |  | Change in Control Agreement between Raven Industries, Inc. and
Ronald M. Moquist dated as of March 17, 1989.*                                                                                                                                                                                                           
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(d)   |  | Change in Control Agreement between Raven Industries, Inc. and
Thomas Iacarella dated as of August 1, 1998 (incorporated by
reference to Exhibit 10.1 of the companys Form 10-Q for the
quarter ended July 31, 1998).                                                                                                  
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(e)   |  | Employment Agreement between Raven Industries, Inc. and Ronald M.
Moquist dated as of November 29, 1999 (incorporated by reference to
Exhibit 10(j) of the companys Form 10-K for the year ended January
31, 2001).                                                                                                    
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(f)   |  | Schedule identifying material details of other Employment
Agreements between Raven Industries, Inc. and other
executive officers substantially identical to the
Employment Agreement filed as Exhibit 10(e) (incorporated
by reference to Exhibit 10(k) of the companys Form 10-K
for the year ended January 31, 2001).
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(g)   |  | Schedule A to Employment Agreement between Raven Industries, Inc.
and Ronald M. Moquist dated as of November 14, 2000 (incorporated
by reference to Exhibit 10(l) of the companys Form 10-K for the
year ended January 31, 2001).                                                                                      
| |  |         |  |                                                                                                                                                                                                                                                                                                                         
| |  | 10(h)   |  | Deferred Compensation Plan between Raven Industries, Inc. and David
A. Christensen dated as of February 1, 1997 (incorporated by
reference to Exhibit 10(h) of the companys Form 10-K for the year
ended January 31, 1999).                                                                                            

12



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##### Table of Contents



|         |                                                                           
|-------- | --------------------------------------------------------------------------
|Item 15. | Exhibits,
Financial Statement Schedule and Reports on Form 8-K, continued:

| |  |         |  |                                                                                                                                                  
| |  | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Exhibit |  |                                                                                                                                                  
| |  | Number  |  | Description                                                                                                                                      
| |  |         |  |                                                                                                                                                  
| |  | 10(i)   |  | Trust Agreement between Raven Industries, Inc. and Norwest Bank
South Dakota, N.A. dated April 26, 1989. *                                       
| |  |         |  |                                                                                                                                                  
| |  | 13      |  | 2003 Annual Report to Shareholders (only those portions
specifically incorporated herein by reference shall be deemed filed
with the Commission).
| |  |         |  |                                                                                                                                                  
| |  | 21      |  | Subsidiaries of the Registrant.                                                                                                                  
| |  |         |  |                                                                                                                                                  
| |  | 23      |  | Consent of Independent Accountants.                                                                                                              
| |  |         |  |                                                                                                                                                  
| |  | 99      |  | Certifications pursuant to Section 906 of Sarbanes-Oxley Act of
2002.                                                                            



|* |  | Incorporated by reference to corresponding Exhibit Number of the
companys Form 10-K for the year ended January 31, 1989.
|- |  | -------------------------------------------------------------------------------------------------------------------------

13



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##### Table of Contents






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.

|                            |  |     |  |                                                                                                    
|--------------------------- |  | --- |  | ---------------------------------------------------------------------------------------------------
|                            |  |     |  | RAVEN INDUSTRIES, INC.
(Registrant)                                                                
|                           
|April 23, 2003
        Date |  | By: |  | /S/ Ronald M. Moquist
Ronald M. Moquist
President (Principal Executive Officer and        Director)

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 and in the capacities and on the dates indicated.

|                   |     |                                                                                                                             
|------------------ | --- | ----------------------------------------------------------------------------------------------------------------------------
|April 23, 2003Date | By: | /S/ Ronald M. MoquistRonald M. Moquist
President (Principal Executive
Officer and Director)                                 
|                  
|April 23, 2003Date |     | /S/ Thomas IacarellaThomas Iacarella
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
|                  
|                   |     | Directors:                                                                                                                  
|                  
|April 23, 2003Date |     | /S/ Conrad J. HoigaardConrad J. Hoigaard                                                                                    
|                  
|April 23, 2003Date |     | /S/ Anthony W. BourAnthony W. Bour                                                                                          
|                  
|April 23, 2003Date |     | /S/ David A. ChristensenDavid A. Christensen                                                                                
|                  
|April 23, 2003Date |     | /S/ Thomas S. EveristThomas S. Everist                                                                                      
|                  
|April 23, 2003Date |     | /S/ Mark E. GriffinMark E. Griffin                                                                                          
|                  
|April 23, 2003Date |     | /S/ Cynthia H. MilliganCynthia H. Milligan                                                                                  

14



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##### Table of Contents






CERTIFICATIONS

I, Ronald M. Moquist, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Raven Industries,
Inc.;                                                                                                                                                                                                                                                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 statement 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 officer 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
we 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 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 officer 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 others performing the
equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 officer and I have indicated in this
annual report whether or not 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 23, 2003 |  | /s/ Ronald M. Moquist                                  
|                     |  |                                                        
|                     |  | Ronald M. Moquist
President and Chief Executive Officer

15



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##### Table of Contents



I, Thomas Iacarella, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Raven Industries,
Inc.;                                                                                                                                                                                                                                                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 statement 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 officer 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
we 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 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 officer 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 others performing the
equivalent function):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 officer and I have indicated in this
annual report whether or not 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 23, 2003 |  | /s/ Thomas Iacarella                                       
|                     |  |                                                            
|                     |  | Thomas Iacarella
Vice President and Chief
Financial Officer

16



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##### Table of Contents



REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of Raven Industries, Inc.:

Our audits of the consolidated financial statements referred to in our report
dated March 7, 2003 appearing in the 2003 Annual Report to Stockholders of
Raven Industries, Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 15(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 7, 2003

17



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##### Table of Contents



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

for the years ended January 31, 2003, 2002 and 2001

(Dollars in thousands)

|                                                                  |  |                                  |   |            |     |            |   |              |       |             |      |            |   |     |     |  |   |     |     |  |  |  |  |  |  | 
|----------------------------------------------------------------- |  | -------------------------------- | - | ---------- | --- | ---------- | - | ------------ | ----- | ----------- | ---- | ---------- | - | --- | --- |  | - | --- | --- |  |  |  |  |  |  | 
|Column A                                                          |  | Column B                         |   | Column C   |     | Column D   |   | Column E    
|                                                                  |  |                                  |   |            |     |            |   |              |       |             |      |           
|                                                                  |  |                                  |   |            |     |            |   | Additions    |       |             |      |            |   |     |     | 
|                                                                  |  |                                  |   |            |     |            |   |              |       |             |      |            |   |     |     | 
|                                                                  |  |                                  |   | Balance at |     | Charged to |   | Charged to   |       | Deductions  |      |            |  
|                                                                  |  |                                  |   | Beginning  |     | Costs and  |   | Other        |       | From        |      | Balance at
|Description                                                       |  | of Year                          |   | Expenses   |     | Accounts   |   | Reserves (1) |       | End of Year
|                                                                  |  |                                  |   |            |     |            |   |              |       |            
|Deducted in the balance sheet
from the asset to which it
applies: |  |                                  |   |            |     |            |   |              |       |             |      |            |   |     |     |  |   |     |     | 
|                                                                  |  | Allowance for doubtful
accounts: |   |            |     |            |   |              |       |             |      |            |   |     |     |  |   |     |     |  |  | 
|                                                                  |  | Year ended January 31, 2003      | $ | 310        |     |            | $ | (125         | ) (2) |             | None |            | $ | (55 | )   |  | $ | 240 |    
|                                                                  |  |                                  |   |            |     |            |   |              |       |             |      |            |   |     |     |  |   |     |     | 
|                                                                  |  | Year ended January 31, 2002      |   | $          | 400 |            |   | $            | 126   |             |      | None       |   | $   | 216 |  |   | $   | 310 | 
|                                                                  |  |                                  |   |            |     |            |   |              |       |             |      |            |   |     |     |  |   |     |     | 
|                                                                  |  | Year ended January 31, 2001      |   | $          | 400 |            |   | $            | 552   |             |      | None       |   | $   | 552 |  |   | $   | 400 | 
|                                                                  |  |                                  |   |            |     |            |   |              |       |             |      |            |   |     |     |  |   |     |     | 

Note:

(1)  Represents uncollectible accounts receivable written off during the
year, net of recoveries.
(2) $100 was included as a reduction in bad debt expense and $25 as an
increase in the net gain on sale of assets.

18