<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                    FORM 10-Q

For Quarter Ended October 31, 1999                 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                     (I.R.S. Employer
      Incorporation or organization)                    Identification No.)


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


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


                                    No change
         --------------------------------------------------------------
         Former name, former address and former fiscal year, if changed
                               since last report.


        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   [ ]


        The number of shares outstanding of each of the issuer's classes of
common stock, as of December 1, 1999

             Common Stock                  10,919,241*

* Adjusted for 10% stock dividend declared August 17, 1999, date of record
September 3, 1999, payable September 30, 1999.


<PAGE>   2


                             VIRCO MFG. CORPORATION

                                      INDEX

Part I. Financial Information

        Item 1. Financial Statements (unaudited)

                Condensed consolidated balance sheets - October 31, 1999 and
                January 31, 1999

                Condensed consolidated statements of income - Three months ended
                October 31, 1999 and 1998.

                Condensed consolidated statements of income - Nine months ended
                October 31, 1999 and 1998.

                Condensed consolidated statements of cash flows - Nine months
                ended October 31, 1999 and 1998.

                Notes to condensed consolidated financial statements - October
                31, 1999.

        Item 2. Management's Discussion and Analysis of Financial Condition and
                Results of Operations

Part II. Other Information

        Item 4. Submission of matters to a vote of Security Holders.

                None

        Item 6. Exhibits & Reports on Form 8-K.

                None

Signatures



                                       2
<PAGE>   3
                                     PART I

Item 1. Financial Statements

                             VIRCO MFG. CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
     ASSETS                                           10/31/99         1/31/99
     ------                                           --------        --------
<S>                                                   <C>             <C>
Current assets
   Cash                                               $  2,538        $  1,086

   Accounts and notes receivable                        49,639          30,973
     Less allowance for doubtful accounts                 (485)           (200)
                                                      --------        --------
     Net accounts and notes receivable                  49,154          30,773

   Inventories (Note 2)
     Finished goods                                     24,508          32,211
     Work in process                                     8,529           6,713
     Raw materials and supplies                         11,800           9,544
                                                      --------        --------
     Total inventories                                  44,837          48,468

   Prepaid expenses and deferred income tax              1,928           2,181
                                                      --------        --------
     Total current assets                               98,457          82,508


Property, plant and equipment
     Cost                                              126,058         100,035
     Less accumulated depreciation                     (47,809)        (40,715)
                                                      --------        --------
     Net property, plant and equipment                  78,249          59,320

Other assets                                            10,589           9,552
                                                      --------        --------
                                                      $187,295        $151,380
                                                      ========        ========
</TABLE>


See notes to condensed consolidated financial statements.


                                       3
<PAGE>   4

                             VIRCO MFG. CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
   LIABILITIES AND SHAREHOLDERS' EQUITY                 10/31/99       1/31/99
   ------------------------------------                 --------       --------
<S>                                                     <C>            <C>
Current liabilities
   Checks released but not yet cleared bank             $  6,099       $  4,670
   Accounts payable                                       15,005         14,398
   Income taxes payable                                    3,175            804
   Current maturities on long-term debt                    2,353          2,354
   Other current liabilities                              13,797         12,877
                                                        --------       --------
     Total current liabilities                            40,429         35,103

Non-current liabilities
   Long term debt (less current portion)                  44,217         21,344
   Other non-current liabilities                           5,334          4,346
                                                        --------       --------
     Total non-current liabilities                        49,551         25,690

Deferred income taxes                                      1,664          1,664

Shareholders' equity
   Preferred stock:
     Authorized 3,000,000 shares, $.01 par value;
     none issued or outstanding                               --             --
   Common stock:
     Authorized 25,000,000 shares, $.01 par value;
     10,919,241 shares issued at 10/31/99 and
     9,945,014 shares issued at 1/31/99                      109            100
   Additional paid-in capital                             84,501         68,361
   Retained earnings                                      21,259         26,928
   Less treasury stock at cost (494,505 shares at
   10/31/99 and 301,087 shares at 1/31/99)                (9,620)        (5,814)
   Less unearned ESOP shares                                (192)          (246)
   Less accumulated comprehensive loss                      (406)          (406)
                                                        --------       --------
     Total shareholders' equity                           95,651         88,923
                                                        --------       --------
                                                        $187,295       $151,380
                                                        ========       ========
</TABLE>


See notes to condensed consolidated financial statements.


                                       4
<PAGE>   5

                             VIRCO MFG. CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                               ----------------------
                                                               10/31/99      10/31/98
                                                               --------      --------
<S>                                                            <C>           <C>
Net sales                                                       $93,895       $92,691
Cost of goods sold                                               60,212        60,315
                                                                -------       -------
     Gross profit                                                33,683        32,376

Selling, general and administrative expense                      22,661        19,860
Provision for doubtful accounts                                      --           217
Interest expense                                                    506           423
                                                                -------       -------
                                                                 23,167        20,500

Income before income taxes                                       10,516        11,876
Income taxes                                                      4,102         4,572
                                                                -------       -------
     Net income                                                 $ 6,414       $ 7,304
                                                                =======       =======

Earnings per share                                                  .62           .68
Earnings per share - assuming dilution                              .61           .66

Weighted average shares outstanding (a)                          10,406        10,771
Weighted average shares outstanding- assuming dilution (a)       10,598        11,048

Dividend per share
Cash (a)                                                        $   .02       $   .02
Stock                                                                10%           10%
</TABLE>

(a) Adjusted for 10% stock dividend declared August 17, 1999.

See notes to condensed consolidated financial statements.




                                       5
<PAGE>   6

                             VIRCO MFG. CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                -----------------------
                                                                10/31/99       10/31/98
                                                                --------       --------
<S>                                                             <C>            <C>
Net sales                                                       $219,598       $225,168
Cost of goods sold                                               144,086        149,462
                                                                --------       --------
     Gross profit                                                 75,512         75,706

Selling, general and administrative expense                       55,322         50,384
Provision for doubtful accounts                                      381            604
Interest expense                                                   1,815          1,203
                                                                --------       --------
                                                                  57,518         52,191

Income before income taxes                                        17,994         23,515

Income taxes                                                       7,018          9,053
                                                                --------       --------

     Net income                                                 $ 10,976       $ 14,462
                                                                ========       ========

Earnings per share                                              $   1.05           1.35
Earnings per share - assuming dilution                          $   1.03           1.31

Weighted average shares outstanding (a)                           10,476         10,752
Weighted average shares outstanding- assuming dilution (a)        10,671         11,054

Dividend per share
Cash  (a)                                                       $    .06       $    .05
Stock                                                                 10%            10%
</TABLE>

(a) Adjusted for 10% stock dividend declared August 17, 1999.

See notes to condensed consolidated financial statements.


                                       6
<PAGE>   7

                             VIRCO MFG. CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                -----------------------
                                                                10/31/99       10/31/98
                                                                --------       --------
<S>                                                             <C>            <C>
Cash flows from operating activities
   Net income                                                   $ 10,976       $ 14,462
   Adjustments to reconcile net income to net cash used in
   operating activities:
   Depreciation                                                    7,198          5,721
   Provision for doubtful accounts                                   381            604
   Loss on sales of fixed assets                                     175            129
   Change in assets and liabilities:
     Accounts and notes receivable                               (18,762)       (14,136)
     Inventories                                                   3,631          7,368
     Prepaid expenses and deposits                                   253         (2,247)
     Income taxes receivable/payable                               2,371          3,211
     Other assets                                                      8           (356)
     Accounts payable and accrued expenses                         3,944          5,054
                                                                --------       --------

Net cash provided by operating activities                         10,175         19,810

Cash flows from investing activities
   Capital expenditures                                          (26,343)       (17,290)
   Proceeds from sale of assets                                       41            930
   Net investment in life insurance                               (1,046)        (1,035)
                                                                --------       --------

Net cash used in investing activities                            (27,348)       (17,395)

Cash flows from financing activities
   Issuance of long-term debt                                     24,563          2,825
   Repayment of long-term debt                                    (1,690)        (2,638)
   Payment of cash dividend                                         (592)          (553)
   Purchase of treasury stock                                     (3,741)        (1,997)
   Issuance of common stocks                                          31            145
   Loans to ESOP                                                      54             33
                                                                --------       --------

Net cash provided by (used in) financing activities               18,625         (2,185)

Net change in cash                                                 1,452            230
Cash at beginning of period                                        1,086          1,221
                                                                --------       --------
Cash at end of period                                           $  2,538       $  1,451
                                                                ========       ========
</TABLE>

See notes to condensed consolidated financial statements.


                                       7
<PAGE>   8

                             VIRCO MFG. CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      October 31, 1999 and October 31, 1998


Note 1: The accompanying unaudited condensed consolidated financial
        statements have been prepared in accordance with generally accepted
        accounting principles for interim financial information and with the
        instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
        they do not include all of the information and footnotes required by
        generally accepted accounting principles for complete financial
        statements. In the opinion of management, all adjustments (consisting of
        normal recurring accruals) considered necessary for a fair presentation
        have been included. Operating results for the three-month and nine-month
        periods ended October 31, 1999 are not necessarily indicative of the
        results that may be expected for the year ended January 31, 2000. The
        balance sheet at January 31, 1999 has been derived from the audited
        financial statements at that date but does not include all of the
        information and footnotes required by the Company's generally accepted
        accounting principles for complete financial statements. For further
        information, refer to the consolidated financial statements and
        footnotes thereto included in the Company's annual report on Form 10-K
        for the year ended January 31, 1999.

Note 2. Inventory

        Year end financial statements reflect inventories verified by physical
        counts with the material content valued by the LIFO method. At this
        interim date, there has been no physical verification of inventory
        quantities. Cost of sales is recorded at current cost. The effect of
        penetrating LIFO layers is not recorded at interim dates unless the
        reduction in inventory is expected to be permanent. No such adjustment
        has been made for the nine-month periods ended October 31, 1999.
        Management continually monitors production costs, material costs and
        inventory levels to determine that interim inventories are fairly
        stated.

Note 3. Income Taxes

        Income taxes for the nine-month period ended October 31, 1999 were
        computed using the effective tax rate estimated to be applicable for the
        full fiscal year, which is subject to ongoing review and evaluation by
        management.

Note 4. Significant Accounting Policies

        Basic net income per share is calculated by dividing net income by the
        weighted average number of common shares outstanding. Diluted earnings
        per share is calculated by dividing net income by the weighted average
        number of common shares outstanding plus the dilutive effect of
        convertible securities.


                                       8
<PAGE>   9

<TABLE>
<CAPTION>
                                      3 MONTHS ENDED              9 MONTHS ENDED
                                      --------------              --------------

(In thousands, except per
   share data)                   10/31/99     10/31/98     10/31/99     10/31/98
-------------------------        --------     --------     --------     --------
<S>                              <C>          <C>          <C>          <C>
Numerator:
   Net Income                      $6,414      $ 7,304      $10,976      $14,462

 Denominator:
   Denominator for basic
   earnings per share -            10,406       10,771       10,476       10,752
   weighted average shares

   Dilutive potential
   common shares                      192          277          195          302
                                  -------      -------      -------      -------

   Denominator for diluted
   earnings per share -            10,598       11,048       10,671       11,054
   adjusted weighted average
   shares and assumed
   conversions

Basic earnings per share          $  0.62      $  0.68      $  1.05      $  1.35

Diluted earnings per share        $  0.61      $  0.66      $  1.03      $  1.31
</TABLE>


Comprehensive income includes net income and minimum pension liability
adjustments. Comprehensive income was $6,414,000 and $7,304,000 for the three
months ended October 31, 1999, and 1998, respectively. Comprehensive income was
$10,976,000 and $14,462,000 for the nine months ended October 31, 1999 and 1998,
respectively.

The Company operates in one business segment and is engaged in the design,
production and distribution of quality furniture for the commercial and
education markets.

In 1999, the Company adopted the AICPA issued SOP 98-1, "Accounting for the
Costs of Computer Software Developed for or Obtained for Internal-use." The SOP
requires the capitalization of certain costs incurred after the date of adoption
in connection with developing or obtaining software for internal-use. The
Company has historically capitalized costs associated with software developed
for its own use. The adoption of this SOP 98-1 has no effect on the way the
Company reports or has reported its financial statements.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, " Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133"). SFAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and hedging activities. SFAS 133 is
effective for the Company for all fiscal quarters of fiscal years beginning
February 1, 2001. Management does not believe that the adoption of this SFAS has
no impact on the way the Company reports or has reported its financial
statements.


                                       9
<PAGE>   10

                             VIRCO MFG. CORPORATION

                                Other Information

Item 4. Submission of matters to a vote of Security Holders

        None

Item 6. Exhibits and Reports on Form 8-K

        None



                                       10
<PAGE>   11
                             VIRCO MFG. CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Results of Operations:

For the third quarter of 1999, the Company earned net income of $6,414,000 on
sales of $93,895,000 compared to net income of $7,304,000 on sales of
$92,691,000 in the same period last year. Earnings were $.61 per share compared
to $.66 per share in the same period last year, after giving effect to the 10%
stock dividend declared August 17, 1999. For the nine months ended October 31,
1999, the Company earned net income of $10,976,000 on sales of $219,598,000
compared to net income of $14,462,000 on sales of $225,168,000 in the same
period last year. Earnings were $1.03 per share compared to $1.31 per share in
the same period last year, after giving effect to the 10% stock dividend
declared August 17, 1999.

The third quarter and year to date results are consistent with Virco's seasonal
business cycle, which produces diminished first quarter sales followed by strong
second and third quarter deliveries of educational furniture. The seasonal
nature of Virco's sales has intensified due to strategic marketing decisions and
changes in the buying pattern of educational customers. Although third quarter
sales improved slightly, year to date sales have decreased by $5,570,000
compared to the same period last year. While shipments have declined, incoming
orders were approximately level. We believe that two factors have contributed to
the modest growth in third quarter sales and decline in year to date sales.
First, the growth in the educational sales market was not as large as we had
anticipated for the year. This, in combination with some very aggressive price
competition from regional competitors has resulted in year to date educational
sales, which are comparable to the prior year. Second, sales and orders of
commercial furniture declined as a result the Company's strategic decision to
reduce sales to mass merchandisers. The reduction in sales to mass merchandisers
has been partially offset by increases in sales to hospitality markets,
convention centers, churches, and the Government Services Administration. The
Company continues to believe that its long-term interests will be served by
avoiding this low-margin commodity business by emphasizing higher margin
products and customers.

Gross profits for the three months ended October 31, 1999, as a percent of
sales, increased by 1% compared to the same period last year. The increase in
gross profit is attributable to the Company's efforts to focus on more
profitable products and customers, offset in part by production inefficiencies
related to the start up of the new manufacturing facility.

Selling, general and administrative expense for the quarter ended October 31,
1999 increased both in total dollars and as a percentage of sales compared to
the same period last year. The increase in selling, general and administrative
expense was partially attributable product mix. The reduction in mass merchant
business, which was typically sold FOB factory, has been replaced in part by
sales to educational and commercial customers, which typically include freight
and installation. In addition, the inefficiencies related to the plant start up
mentioned above, combined with the concurrent go live of the SAP system
contributed to some additional costs incurred in the delivery and installation
of furniture. Finally, the Company has incurred additional selling expenses
relating to increased direct sales representatives, product development
expenses, and information technology expenses relating to the implementation of
an SAP Enterprise Resources Planning System. Interest expense increased by
$83,000 for the quarter ended October 31, 1999 compared to the same period last
year. The increase was attributable to a higher average borrowing balance offset
by interest capitalized relating to assets under construction.

Financial Condition:


As a result of seasonally high shipments in the third quarter, accounts
receivable increased by approximately $17,875,000 compared to year-end. The
increase in accounts receivable during the third quarter of 1999 was greater
than the increase in accounts receivable in the comparable quarter last year and
indicates that the


                                       11
<PAGE>   12

seasonal nature of the Company's educational business continues to intensify.
Inventory decreased by $3,631,000 compared to year-end due to high shipments in
the third quarter.

Capital spending for the quarter ended October 31, 1999 was $26,343,000 compared
to $17,290,000 for the same period last year. The $9,053,000 increase in capital
spending was primarily relating to the Conway, Arkansas facility expansion and
SAP project. The Company believes that its investments in infrastructure and
information systems will ultimately deliver improved operating efficiency. For
further discussions on these two projects, please refer to the Company's 1998
Annual Report. These capital investments and the ongoing capital expenditures
are being financed through credit facilities established with Wells Fargo Bank
and GECC. At October 31, 1999, the Company has approximately $29,166,000
available under its $70,000,000 credit facility with Wells Fargo Bank. At
November 1, 1999, the credit facility with Wells Fargo Bank was reduced to
$50,000,000.

Net cash flows provided by operating activities for the nine months ended
October 31, 1999 totaled $10,175,000 compared to $19,810,000 for the same
periods last year. The net $9,635,000 decrease in cash flows provided by
operating activities is primarily due to the Company's reduced profits and
increased account receivables. Long term debt was $44,217,000 as of October 31,
1999 compared to $21,344,000 as of January 31,1999. The $22,873,000 increase in
long term debt is primarily due to the Company's reduced profitability,
increased accounts receivable and increased capital spending.

In April 1998, the Board of Directors approved a stock buyback program giving
authorization to buy back up to $5,000,000 common stock. The amount authorized
was subsequently increased to $14,000,000. As of October 31, 1999, the Company
has incurred approximately $9,600,000 for the buyback. The Company intends to
continue buying back shares of common stock as long as the Company believes the
shares are undervalued and operating cashflows and borrowing capacity under the
Wells Fargo line allow.

On August 17, 1999, the Company's Board of Directors authorized a 10% stock
dividend payable on September 30, 1999 to stockholders on record as of September
3, 1999. This resulted in the issuance of 947,703 additional shares of common
stock. All per share and weighted average share amounts have been restated to
reflect this stock dividend. In the same meeting, the Board also authorized a
$0.02 per share cash dividend payable on October 29, 1999 to stockholders on
record as of October 11, 1999. For the nine months ended October 31, 1999, the
Company paid $592,000 in cash dividends.

The Company believes that cashflows from operations, together with the Company's
unused borrowing capacity with Wells Fargo Bank will be sufficient to fund the
Company's debt service requirements, capital expenditures and working capital
needs.


                                       12
<PAGE>   13

Year 2000 Compliance:

The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date-sensitive software of embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, manufacture product, or engage in similar normal
business activities.

The Company completed an assessment of its primary information systems in early
1997. The Company's legacy mainframe system would require modifications to be
year 2000 compliant. The cost of these modifications was estimated to be
approximately $200,000. As part of this assessment, the Company reviewed various
software packages that would be Year 2000 compliant and improve our information
system capabilities. After extended review, the Company determined that the
benefits attainable by implementing an enterprise resource planning system
justified the additional cost of acquiring and implementing such a system.

In August 1997, the Board of Directors approved the implementation of a SAP
Enterprise Resource Planning System. This implementation was started in October
1997 and Virco contracted with Hewlett Packard and SAP to provide hardware,
software and consulting services related to this implementation. The hardware,
software and operating systems selected were represented to be year 2000
compliant prior to beginning the implementation. Subsequent to year-end, on
March 1, 1999 the Company went live on the SAP system for all required modules
except for payroll, which was converted in April 1999. As part of the Year 2000
effort, the Company has installed, and will continue to install, patches and
upgrades as provided by hardware and software providers to ensure the systems
will be Year 2000 compliant. As of October 31, 1999 the Company has expended
approximately $11,000,000 on the implementation in addition to dedicating
considerable management time and effort to this project. The Company believes
that assessment, remediation and testing of local area networks, which were
installed as part of the SAP project, is 100% complete.

The Company's primary information systems do not have any significant interfaces
with third party vendors. The Company does have remote access with financial
institutions, credit institutions and other parties. The Company has queried the
financial institutions and is not aware of any related Year 2000 issue that
would materially affect the Company.

In addition to the primary information systems, the Company is dependent on
computer-controlled production and manufacturing equipment. The Company believes
that assessment, remediation and testing of this equipment is 100% complete.

The Company has queried significant suppliers and vendors that do not share
information systems with the Company (external agents). To date, the Company is
not aware of any external agent with a Year 2000 issue that would materially
impact the Company's results of operations, liquidity, of capital resources.
However, the Company has no means of ensuring that external agents will be Year
2000 ready. The inability of external agents to complete their Year 2000
resolution process in a timely fashion could materially impact the Company. The
effect of non-compliance by external agents is not determinable.

The Company has not queried customers to determine whether they are Year 2000
ready. The Company does not have any one significant customer upon which it is
dependent.

With regard to the Company's product line, the Company manufactures furniture,
including furniture designed for computers. There is no software or hardware
embedded in the furniture. Accordingly, the Company believes that there is no
Year 2000 exposure for any products it has sold.


                                       13
<PAGE>   14


The Company has utilized both internal and external resources to reprogram,
replace, test and implement the software and operating equipment for the Year
2000. The total cost of the Year 2000 project is estimated at $12,000,000. This
includes costs to implement the SAP Enterprise Resource Planning System, which
is expected to significantly enhance the Company's operating capabilities. This
expenditure is being financed with lease financing through GE Capital and
operating cash flows.

Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the Company
believes that it has completed all necessary phases of the Year 2000 program. In
the event that the Company has not successfully remediated all Y2K issues, the
Company could be unable to manufacture or sell certain products, which are
dependent upon automated systems. The Company sells a significant amount of
furniture to publicly funded facilities. While no one customer is significant to
the Company, if a large government agency which funds educational institutions
were to have Year 2000 issues which affected school funding, the Company could
incur a material loss of sales and cash flow. In addition, disruptions in the
economy generally resulting from Year 2000 issues could also materially
adversely affect the Company. The Company could be subject to litigation related
to computer systems failure. The amount of potential liability and lost revenue
cannot be reasonably estimated at this time. The Company does not have a
contingency plan in the event it has not adequately completed all phases of the
Year 2000 program. The Company continually evaluates the status of the program
and will prepare a contingency plan if it becomes apparent that the program, or
portions thereof, will not be completed on a timely basis.

Forward-Looking Statements:

From time to time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing, including those contained
herein. Such forward-looking statements may be included in, without limitation,
reports to stockholders, press releases; oral statements made with the approval
of an authorized executive officer of the Company and filings with the
Securities and Exchange Commission. The words or phrases "anticipates,"
`expects," "will continue," "estimates," "projects," or similar expressions are
intended to identify "forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The results contemplated by
the Company's forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to vary materially from
anticipated results, including without limitation, material costs, demand for
the Company's products, and competitive conditions affecting selling prices and
margins, capital costs and general economic conditions. Such risks and
uncertainties are discussed in more detail in the Company's Annual Report on
Form 10-K for the year ended January 31, 1999.

The Company's forward-looking statements represent its judgment only on the
dates such statements were made. By making any forward-looking statements, the
Company assumes no duty to update them to reflect new, changed or unanticipated
events or circumstances.


                                       14
<PAGE>   15

                             VIRCO MFG. CORPORATION

                                   SIGNATURES

        Pursuant to the requirements 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.

                                            VIRCO MFG. CORPORATION


Date: December 15, 1999                     By: /s/ ROBERT E. DOSE
                                               ---------------------------------
                                               Robert E. Dose
                                               Vice President - Finance



Date: December 15, 1999                     By: /s/ BASSEY YAU
                                               ---------------------------------
                                               Bassey Yau
                                               Corporate Controller



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