##### Table of Contents



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, 2002 | Commission File Number 1-8777
|---------------------------------- | -----------------------------

VIRCO MFG. CORPORATION




(Exact Name of Registrant as Specified in its Charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 95-1613718                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
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 [   ]

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

Yes [   ]
   No [X]

The number of shares outstanding of each of the issuers classes of common
stock, as of November 15, 2002.



|Common Stock | 13,108,694 Shares*
|------------ | ------------------



---

|* |  | Adjusted for 10% stock dividend declared August 20, 2002, date of record
September 6, 2002, payable September 30, 2002.
|- |  | -----------------------------------------------------------------------------------------------------------------------





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TABLE OF CONTENTS



|                          |                                                                                                |                                                      |  |  |  |  |  | 
|------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I                   
|                          | Item 1. Financial Statements                                                                  
|                          |                                                                                                | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                          |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                          |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                          |                                                                                                | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                          | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                          | Item 3. Quantitative and Qualitative Disclosures about Market Risk.                           
|                          | Item 4. Controls and Procedures                                                               
|PART II OTHER INFORMATION
|                          | Item 1. Legal Proceedings                                                                     
|                          | Item 2. Changes in Securities and Use of Proceeds                                             
|                          | Item 3. Defaults upon Senior Securities                                                       
|                          | Item 4. Submission of Matters to a Vote of security holders                                   
|                          | Item 5. Other Information                                                                     
|                          | Item 6. Exhibits and Reports on Form 8-K                                                      
|SIGNATURES               
|EXHIBIT 11               
|EXHIBIT 99.1             
|EXHIBIT 99.2             



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##### Table of Contents



VIRCO MFG. CORPORATION

INDEX

|                              |            |  |                                                                                              
|----------------------------- | ---------- |  | ---------------------------------------------------------------------------------------------
|Part I. Financial Information
|                             
|                             
|                             
|                             
|                              | Item 1.    |  | Financial Statements (unaudited)                                                             
|                             
|                             
|                             
|                             
|                              |            |  | Condensed consolidated balance sheets - October 31, 2002 and January 31, 2002                
|                             
|                             
|                             
|                             
|                              |            |  | Condensed consolidated statements of income - Three Months ended October 31, 2002 and 2001   
|                             
|                             
|                             
|                             
|                              |            |  | Condensed consolidated statements of income - Nine Months ended October 31, 2002 and 2001    
|                             
|                             
|                             
|                             
|                              |            |  | Condensed consolidated statements of cash flows - Nine Months ended October 31, 2002 and 2001
|                             
|                             
|                             
|                             
|                              |            |  | Notes to condensed consolidated financial statements - October 31, 2002                      
|                             
|                             
|                             
|                             
|                              | Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations        
|                             
|                             
|                             
|                             
|                              | Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                   
|                             
|                             
|                             
|                             
|                              | Item 4.    |  | Controls and Procedures                                                                      
|                             
|                             
|                             
|                             
|Part II. Other Information   
|                             
|                             
|                             
|                             
|                              | Item 1.    |  | Legal Proceedings                                                                            
|                             
|                             
|                             
|                             
|                              | Item 2.    |  | Charges in Securities and Use
of Proceeds                                                    
|                             
|                             
|                             
|                             
|                              | Item 3.    |  | Defaults upon Senior
Securities                                                              
|                             
|                             
|                             
|                             
|                              | Item 4.    |  | Submission of Matters to a Vote of Security Holders                                          
|                             
|                             
|                             
|                             
|                              | Item 5.    |  | Other Information                                                                            
|                             
|                             
|                             
|                             
|                              | Item 6.    |  | Exhibits and Reports on Form 8-K                                                             
|                             
|                             
|                             
|                             
|                              |            |  | Exhibit 11                                                                                   
|                             
|                             
|                             
|                             
|                              |            |  | Exhibit 99.1                                                                                 
|                             
|                             
|                             
|                             
|                              |            |  | Exhibit 99.2                                                                                 
|                             
|                             
|                             
|                             
|                              | Signatures

2



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##### Table of Contents






PART I







Item 1. Financial Statements

VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

|                            |                                          |                                      |         |           |         |   |         |        |         | 
|--------------------------- | ---------------------------------------- | ------------------------------------ | ------- | --------- | ------- | - | ------- | ------ | ------- | 
|ASSETS                      |                                          | 10/31/2002
Unaudited(1)              |         | 1/31/2002
|                            |                                          |                                      |         |          
|Current assets              |                                          |                                      |         |           |         |   |         |       
|                            | Cash                                     |                                      | $       | 7,843     |         |   | $       | 1,704  |        
|                            | Accounts and notes receivable            |                                      |         | 30,081    |         |   |         | 19,626 |        
|                            |                                          | Less allowance for doubtful accounts |         |           | 552     |   |         |        | 200     | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Net accounts and notes receivable    |         |           | 29,529  |   |         |        | 19,426  | 
|                            | Inventories (Note 2)                     |                                      |         |           |         |   |         |        |        
|                            |                                          | Finished goods                       |         |           | 14,899  |   |         |        | 16,159  | 
|                            |                                          | Work in process                      |         |           | 13,914  |   |         |        | 12,322  | 
|                            |                                          | Raw materials and supplies           |         |           | 7,992   |   |         |        | 10,202  | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Total inventories                    |         |           | 36,805  |   |         |        | 38,683  | 
|                            | Prepaid expenses and deferred income tax |                                      |         | 2,036     |         |   |         | 2,646  |        
|                            |                                          |                                      |         |           |         |   |         |       
|Total current assets        |                                          |                                      | 76,213  |           |         |   | 62,459  |       
|Property, plant & equipment |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Cost                                 |         |           | 158,047 |   |         |        | 156,167 | 
|                            |                                          | Less accumulated depreciation        |         |           | 82,166  |   |         |        | 72,761  | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Net property, plant & equipment      |         |           | 75,881  |   |         |        | 83,406  | 
|Other assets                |                                          |                                      | 17,707  |           |         |   | 15,507  |       
|                            |                                          |                                      |         |           |         |   |         |       
|Total assets                |                                          | $                                    | 169,801 |           |         | $ | 161,372 |       
|                            |                                          |                                      |         |           |         |   |         |       

See notes to condensed consolidated financial statements.

3



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VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

|                                           |                                                                                             |                                                                                                                         |         |           |     |   |         |         |     | 
|------------------------------------------ | ------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------- | --------- | --- | - | ------- | ------- | --- | 
|LIABILITIES AND
STOCKHOLDERS EQUITY       |                                                                                             | 10/31/2002
Unaudited(1)                                                                                                 |         | 1/31/2002
|                                           |                                                                                             |                                                                                                                         |         |          
|Current liabilities                        |                                                                                             |                                                                                                                         |         |           |     |   |         |        
|                                           | Checks released but not yet cleared bank                                                    |                                                                                                                         | $       | 2,564     |     |   | $       | 2,930   |    
|                                           | Accounts payable                                                                            |                                                                                                                         |         | 11,335    |     |   |         | 8,816   |    
|                                           | Income tax payable                                                                          |                                                                                                                         |         | 4,812     |     |   |         | 1,282   |    
|                                           | Accrued compensation and employee benefits                                                  |                                                                                                                         |         | 10,935    |     |   |         | 8,602   |    
|                                           | Current maturities on long-term debt                                                        |                                                                                                                         |         | 1,110     |     |   |         | 2,061   |    
|                                           | Other current liabilities                                                                   |                                                                                                                         |         | 4,248     |     |   |         | 4,304   |    
|                                           |                                                                                             |                                                                                                                         |         |           |     |   |         |        
|Total current liabilities                  |                                                                                             |                                                                                                                         | 35,004  |           |     |   | 27,995  |        
|Non-current liabilities                    |                                                                                             |                                                                                                                         |         |           |     |   |         |        
|                                           | Long-term debt (less current portion)                                                       |                                                                                                                         |         | 28,479    |     |   |         | 26,647  |    
|                                           | Other non-current liabilities                                                               |                                                                                                                         |         | 10,877    |     |   |         | 14,206  |    
|                                           |                                                                                             |                                                                                                                         |         |           |     |   |         |        
|Total non-current liabilities              |                                                                                             |                                                                                                                         | 39,356  |           |     |   | 40,853  |        
|Deferred income taxes                      |                                                                                             |                                                                                                                         | 2,301   |           |     |   | 2,301   |        
|Stockholders 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; 14,410,736 issued at 10/31/2002
and 13,167,399 shares issued at
1/31/2002 |         |           | 144 |   |         |         | 132 | 
|                                           | Additional
paid-in capital(6)                                                               |                                                                                                                         |         | 125,993   |     |   |         | 109,638 |    
|                                           | Retained
deficit(6)                                                                         |                                                                                                                         |         | (13,581   | )   |   |         | (2,006  | )  
|                                           | Less treasury stock at cost, 1,167,242
shares at 10/31/2002 and 944,352 shares
at 1/31/2002 |                                                                                                                         |         | (16,225   | )   |   |         | (13,975 | )  
|                                           | Less accumulated comprehensive loss                                                         |                                                                                                                         |         | (3,191    | )   |   |         | (3,566  | )  
|                                           |                                                                                             |                                                                                                                         |         |           |     |   |         |        
|Total stockholders equity                 |                                                                                             |                                                                                                                         | 93,140  |           |     |   | 90,223  |        
|                                           |                                                                                             |                                                                                                                         |         |           |     |   |         |        
|Total liabilities and stockholders equity |                                                                                             | $                                                                                                                       | 169,801 |           |     | $ | 161,372 |        
|                                           |                                                                                             |                                                                                                                         |         |           |     |   |         |        

See notes to condensed consolidated financial statements.

4



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VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

|                                                          |  |                    |        |            |  |   |        |  
|--------------------------------------------------------- |  | ------------------ | ------ | ---------- |  | - | ------ | -
|                                                          |  | Three Months Ended
|                                                          |  |                   
|                                                          |  | 10/31/2002         |        | 10/31/2001
|                                                          |  |                    |        |           
|Net sales                                                 |  | $                  | 85,022 |            |  | $ | 86,232 |  
|Cost of goods sold                                        |  |                    | 56,129 |            |  |   | 57,641 |  
|                                                          |  |                    |        |            |  |   |        |  
|Gross profit                                              |  |                    | 28,893 |            |  |   | 28,591 |  
|Selling, general and administrative and other             |  |                    | 22,867 |            |  |   | 21,062 |  
|Interest expense                                          |  |                    | 708    |            |  |   | 1,116  |  
|                                                          |  |                    |        |            |  |   |        |  
|                                                          |  |                    | 23,575 |            |  |   | 22,178 |  
|Income before income taxes                                |  |                    | 5,318  |            |  |   | 6,413  |  
|Income taxes                                              |  |                    | 2,074  |            |  |   | 2,501  |  
|                                                          |  |                    |        |            |  |   |        |  
|Net income                                                |  | $                  | 3,244  |            |  | $ | 3,912  |  
|                                                          |  |                    |        |            |  |   |        |  
|Earnings per share  basic(a)                             |  | $                  | .24    |            |  | $ | .29    |  
|Earnings per share  assuming dilution(a)                 |  | $                  | .24    |            |  | $ | .29    |  
|Weighted average share outstanding  basic(a)             |  |                    | 13,311 |            |  |   | 13,430 |  
|Weighted average share outstanding  assuming dilution(a) |  |                    | 13,457 |            |  |   | 13,575 |  
|Dividend per share                                        |  |                    |        |            |  |   |        |  
|Cash(a)                                                   |  | $                  | .02    |            |  | $ | .02    |  
|Stock                                                     |  |                    | 10     | %          |  |   | 10     | %



---

|(a) |  | Adjusted for 10% stock dividend declared on August 20, 2002
|--- |  | -----------------------------------------------------------

See notes to condensed consolidated financial statements.

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VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

|                                                          |              |                   |            |        |            |   |         |        | 
|--------------------------------------------------------- | ------------ | ----------------- | ---------- | ------ | ---------- | - | ------- | ------ | 
|                                                          |              | Nine
Months Ended
|                                                          |              |                   | 10/31/2002 |        | 10/31/2001
|                                                          |              |                   |            |        |           
|Net sales                                                 |              | $                 | 209,354    |        |            | $ | 217,882 |       
|Cost of goods sold                                        |              |                   | 138,325    |        |            |   | 149,459 |       
|                                                          |              |                   |            |        |            |   |         |       
|                                                          | Gross profit |                   |            | 71,029 |            |   |         | 68,423 | 
|Selling, general and administrative and other             |              |                   | 59,929     |        |            |   | 57,250  |       
|Interest expense                                          |              |                   | 2,302      |        |            |   | 3,572   |       
|                                                          |              |                   |            |        |            |   |         |       
|                                                          |              |                   | 62,231     |        |            |   | 60,822  |       
|Income before income taxes                                |              |                   | 8,798      |        |            |   | 7,601   |       
|Income taxes                                              |              |                   | 3,431      |        |            |   | 2,964   |       
|                                                          |              |                   |            |        |            |   |         |       
|Net income                                                |              | $                 | 5,367      |        |            | $ | 4,637   |       
|                                                          |              |                   |            |        |            |   |         |       
|Earnings per share  basic(a)                             |              | $                 | .40        |        |            | $ | .34     |       
|Earnings per share  assuming dilution(a)                 |              | $                 | .40        |        |            | $ | .34     |       
|Weighted
average share outstanding  basic(a)             |              |                   | 13,368     |        |            |   | 13,532  |       
|Weighted average share outstanding  assuming dilution(a) |              |                   | 13,503     |        |            |   | 13,672  |       
|Dividend per share                                        |              |                   |            |        |            |   |         |       
|Cash(a)                                                   |              | $                 | .06        |        |            | $ | .06     |       
|Stock                                                     |              |                   | 10         | %      |            |   | 10      | %     



---

|(a) |  | Adjusted for 10% stock dividend declared on August 20, 2002
|--- |  | -----------------------------------------------------------

See notes to condensed consolidated financial statements.

6



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VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited (Note 1)

(Dollar amounts in thousands)

|                                                    |                                                                               |                                       |        |            |        |            |         |         |         |  
|--------------------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------- | ------ | ---------- | ------ | ---------- | ------- | ------- | ------- | -
|                                                    |                                                                               | Nine
Months Ended                    
|                                                    |                                                                               |                                       |        | 10/31/2002 |        | 10/31/2001
|                                                    |                                                                               |                                       |        |            |        |           
|Cash flows from operating activities                |                                                                               |                                       |        |            |        |            |         |        
|                                                    | Net income                                                                    |                                       | $      | 5,367      |        |            | $       | 4,637   |        
|                                                    | Adjustments to reconcile net income to net
cash used in operating activities: |                                       |        |            |        |            |         |         |        
|                                                    | Depreciation                                                                  |                                       |        | 10,223     |        |            |         | 11,789  |        
|                                                    | Provision for doubtful accounts                                               |                                       |        | 319        |        |            |         | 387     |        
|                                                    | Loss on sale of fixed assets                                                  |                                       |        |           |        |            |         | 86      |        
|                                                    | Change in assets and liabilities:                                             |                                       |        |            |        |            |         |         |        
|                                                    |                                                                               | Accounts and notes receivable         |        |            | (8,072 | )          |         |         | (10,990 | )
|                                                    |                                                                               | Inventories                           |        |            | 1,878  |            |         |         | 18,660  |  
|                                                    |                                                                               | Prepaid expenses and deposits         |        |            | 361    |            |         |         | 1,004   |  
|                                                    |                                                                               | Income taxes receivable/payable       |        |            | 3,530  |            |         |         | 3,054   |  
|                                                    |                                                                               | Accounts payable and accrued expenses |        |            | (274   | )          |         |         | (6,889  | )
|                                                    |                                                                               |                                       |        |            |        |            |         |        
|Net cash provided by operating activities           |                                                                               |                                       | 13,332 |            |        |            | 21,738  |        
|Cash flows from investing activities                |                                                                               |                                       |        |            |        |            |         |        
|                                                    | Capital expenditures                                                          |                                       |        | (2,700     | )      |            |         | (3,434  | )      
|                                                    | Acquisition                                                                   |                                       |        | (4,550     | )      |            |         |        |        
|                                                    | Proceeds from sale of assets                                                  |                                       |        | 2          |        |            |         | 570     |        
|                                                    | Net investment in life insurance                                              |                                       |        |           |        |            |         | (7      | )      
|                                                    |                                                                               |                                       |        |            |        |            |         |        
|Net cash used in investing activities               |                                                                               |                                       | (7,248 | )          |        |            | (2,871  | )      
|Cash flows from financing activities                |                                                                               |                                       |        |            |        |            |         |        
|                                                    | Issuance of long-term debt                                                    |                                       |        | 5,586      |        |            |         |        |        
|                                                    | Repayment of long-term debt                                                   |                                       |        | (2,705     | )      |            |         | (17,114 | )      
|                                                    | Payment of cash dividend                                                      |                                       |        | (754       | )      |            |         | (696    | )      
|                                                    | Purchase of treasury stock                                                    |                                       |        | (2,250     | )      |            |         | (1,327  | )      
|                                                    | Issuance of common stock                                                      |                                       |        | 178        |        |            |         | 11      |        
|                                                    | Loans to ESOP                                                                 |                                       |        |           |        |            |         | 296     |        
|                                                    |                                                                               |                                       |        |            |        |            |         |        
|Net cash provided by (used in) financing activities |                                                                               |                                       | 55     |            |        |            | (18,830 | )      
|Net change in cash                                  |                                                                               |                                       | 6,139  |            |        |            | 37      |        
|Cash at beginning of period                         |                                                                               |                                       | 1,704  |            |        |            | 351     |        
|                                                    |                                                                               |                                       |        |            |        |            |         |        
|Cash at end of period                               |                                                                               | $                                     | 7,843  |            |        | $          | 388     |        
|                                                    |                                                                               |                                       |        |            |        |            |         |        

See notes to condensed consolidated financial statements.

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VIRCO MFG. CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2002



|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
instruction Form 10-Q and Article 10 for 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 of the financial condition, results of operations
and cash flows of the Company have been included for the periods
presented. Operating results for the three-month and nine-month
periods ended October 31, 2002, are not necessarily indicative of the
results that may be expected for the year ending January 31, 2003.
The balance sheet at January 31, 2002, has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by 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, 2002.
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|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 period ended October 31,
2002. 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 three and nine months ended October 31, 2002, 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        |  | The weighted average number of shares used in the computation of
diluted net income per share were 13,457,000 and 13,575,000 for the
quarter ended October 31, 2002 and October 31, 2001, respectively. The
weighted average number of shares used in the computation of diluted
net income per share were 13,503,000 and 13,672,000 for the nine months
ended October 31, 2002 and October 31, 2001, respectively. Per share
and weighted-average share amounts for the third quarter and nine
months ended October 31, 2001, have been adjusted to reflect a 10%
stock dividend payable on September 30, 2002 to stockholders of record
as of September 6, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

8



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|        |  | Comprehensive income includes net income, derivative instrument
liability adjustments and minimum pension liability adjustments.
Comprehensive income was $3,398,000 and $3,691,000 for the quarters
ended October 31, 2002 and October 31, 2001, respectively.
Comprehensive income was $5,742,000 and $4,371,000 for the nine months
ended October 31, 2002 and October 31, 2001, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|Note 5. |  | Interest Rate Swap Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       
|        |  | It is the Companys policy to enter into interest rate swap contracts
when considered appropriate to reduce exposure to fluctuations in
interest rates. The Company does not enter into interest rate swap
contracts for speculative purposes. Interest rate swaps are
contractual agreements between the Company and third parties to
exchange fixed and floating interest payments periodically without the
exchange of the underlying principal amounts (notional amounts). In
the unlikely event that a counterparty fails to meet the terms of an
interest rate swap contract, the Companys exposure is limited to the
interest rate differential on the notional amount. The Company has
only entered into one interest rate swap contract, which matures on
March 3, 2003. At October 31, 2002, the notional amount of the swap
was $20,000,000 with an affixed payment rate of 7.23% and a fluctuating
receiving rate based upon LIBOR. The Company does
not anticipate non-performance by the counterparty.
|       
|        |  | At October 31, 2002, the carrying value of this interest rate swap
contract approximated $479,000. During the quarter ended October 31,
2002, the Company recorded a reduction in liability of $256,000 and a
reduction in comprehensive loss of $154,000 (net of an applicable
income tax of $102,000) on the balance sheet in order to account for
the change in fair value of this interest rate swap contract. The fair
value of the swap is estimated on pricing models using current
assumptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|Note 6. |  | Stock Dividends, Retained Earnings,
and Additional Paid in Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|        |  | Virco Mfg. Corporation has declared
a stock dividend or split for 22 consecutive years, beginning in
1981. GAAP accounting conventions require stock splits of less than
20% to be treated as a credit to additional paid-in capital, with
offsetting reductions in retained earnings. Since 1981, Virco has
earned a cumulative $96,555,000. The value of the stock
dividends over the same period is $121,400,000. After the effects of
cash dividends and the exercise of stock options, reported paid-in
capital now exceeds $125,000,000. This method of accounting does not
reflect any underlying weakness in the companys financial
performance, merely a reclassification of retained earnings to
additional paid-in capital.                                                                                                                                                                                                                                                                            
|       
|Note 7. |  | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|        |  | In June 2001, the Financial Accounting Standards Board issued SFAS No.
141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets, which supersede Accounting Principles Board Opinion
No. 17. SFAS No. 141 is effective for any business combination
completed subsequent to June 30, 2001, and SFAS No. 142 is effective
for fiscal years beginning after December 15, 2001. Under SFAS No. 142,
goodwill deemed to have an indefinite life will no longer be amortized
and will be subjected to annual impairment tests. Other intangible
assets will continue to be amortized over their useful lives. The
adoption of SFAS No. 142 has not had a material effect on the Companys
financial position, results of operations or cash flows.                                                                                                                                                                                                                                          
|       
|        |  | In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs, and
requires such obligations and costs to be recognized at fair value in
the period in which they are incurred. SFAS No. 143 is effective for
financial statements issued for fiscal years beginning after June 15,
2002, although earlier application is encouraged. The Company expects
to adopt SFAS No. 143 as of February 1, 2003, and has not yet
determined what impact, if any, the adoption of the Statement will have
on the Companys financial position, results of operations or
cashflows.                                                                                                                                                        

9



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##### Table of Contents





|        |  | In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144, Accounting for
the Impairment of Disposal of Long-Lived Assets, which addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets and supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of, and the accounting and reporting provisions of APB
Opinion No. 30, Reporting the Results of Operations for a Disposal of
a Segment of a Business. FAS 144 is effective for fiscal years
beginning after December 15, 2001, with earlier application encouraged.
The adoption of the Statement has not had a significant impact on the
Companys financial position, results of operations, or cashflows.
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections. SFAS No. 145 requires most gains and losses on
extinguishment of debt to be classified as income or loss from
continuing operations rather than as extraordinary items as previously
required. SFAS No. 145 also amends SFAS No. 13 to require certain
lease modifications to be treated as sales-leaseback transactions.
Certain provisions of SFAS No. 145 are effective for transactions
occurring after May 15, 2002, while other provisions are effective for
fiscal years beginning after May 15, 2002. The Company does not expect
a material impact on its results of operations or financial condition
as a result of the adoption of SFAS No. 145.             
|       
|        |  | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities which requires the
recognition of costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or
disposal plan. SFAS No. 146 is effective for exit or disposal
activities initiated after December 31, 2002. The Company does not
expect a material impact on its results of operations or financial
condition as a result of the adoption of SFAS No. 146.                                                                                                                                                                                                                                                                                             
|       
|Note 8. |  | Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|        |  | In April 2002, the Company entered into an agreement with Dew-El
Corporation to purchase Furniture Focus, Inc., an Ohio reseller that
offers complete package solutions for the Furniture, Fixtures and
Equipment segments of bond-funded public school construction
projects, primarily in the upper Midwest. In May 2002, the Company paid
$2,400,000 in cash for certain assets of the corporation and recorded
goodwill of $2,200,000. In addition, the Company purchased
approximately $2,150,000 of accounts receivable. The additional
revenue anticipated as a result of this acquisition is not expected to
have a significant effect on the Companys financial position,
operations or cash flows.                                                                                                                          

10



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##### Table of Contents



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 2002, the Company had a net income of $3,244,000 on
sales of $85,022,000 compared to a net income of $3,912,000 on sales of
$86,232,000 in the same period last year. Earnings were $.24 per share for the
third quarter and $.29 in the same period last year, after giving effect to the
10% stock dividend declared August 20, 2002. For the nine months ended October
31, 2002, the Company earned net income of $5,367,000 on sales of $209,354,000
compared to net income of $4,637,000 on sales of $217,882,000 in the same
period last year. Earnings were $.40 per share compared to $.34 per share in
the same period last year, after giving effect to the 10% stock dividend
declared August 20, 2002.

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 to sell direct to customers in certain markets, changes in the buying
patterns of educational customers that have reduced their own warehouse and
support staffing, and changes in the economic environment that have reduced sales
of commercial furniture to a greater extent than educational furniture. Sales
for the third quarter decreased $1,210,000 compared to the same period last
year. Sales for the nine months ended October 31, 2002, decreased $8,528,000
compared to the same period last year. The decrease in sales was primarily
attributable to a continued weakness in the economy and commercial furniture
sales. Backlog at October 31, 2002, was slightly lower compared to the same
time last year.

Gross profit for the third quarter improved compared to the same period last
year. Gross profit for the nine months ended October 31, 2002,
measured as a
percentage of sales, improved by 2.5% compared to the same period last year.
Gross profit for the three months ended October 31, 2002, measured as a
percentage of sales, improved by 0.8% compared to the same period last year.
The improvement in margin is attributable to increased pricing, reduced costs
of raw materials, and improved manufacturing efficiencies. The Company
increased prices as part of an ongoing program to emphasize more profitable
business and to cover the costs of service and installation expenses. For the
first six months of 2002, the Company benefited from stable raw material
prices. In the third quarter, the improvement in margin was less than the
first six months as the Company incurred the impact of increased steel costs.
The improvement in manufacturing efficiencies is attributable to stable
production levels, continued attention to spending controls, and the continuing
implementation of the Assemble to Ship strategy that has allowed the Company
to reduce inventory. The Company believes that it can support a greater volume
and variety of customer orders with a smaller investment in inventory utilizing
this strategy. For more information, please see the section entitled To Our
Shareholders contained in Vircos Annual Report to Shareholder for the year
ended January 31, 2002.

Selling, general and administrative and other expense increased by
approximately $1,397,000 and $1,409,000 for the quarter and the nine months
ended October 31, 2002, respectively. The increase was attributable to
increased freight and installation costs (as a percentage of sales) and to the
Companys decision to adjust assumptions for both the discount rate and
investment return rate relating to the Companys pension benefit program.
Shipping and installation costs increased as a percentage of sales due to a
larger percentage of business

11



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##### Table of Contents



to customers requiring installation and delivery
and due to increasing freight rates. Pension expense compared
to the same periods last year increased by $495,000 and $1,485,000 for the
quarter and the nine months ended October 31, 2002, respectively.

Interest expense decreased by $408,000 and $1,270,000 due to a reduced level of
borrowings and lower interest rates for the quarter and nine months ended
October 31, 2002, compared to the same period last year. The decrease in
borrowings was primarily attributable to reduced spending on inventory and
capital expenditures. At October 31, 2002, the Company had one interest rate
swap agreement with Wells Fargo Bank, which has the effect of establishing a
fixed rate of interest for $20,000,000 of loans for both 2001 and 2002. The
swap expires in March 2003, which could allow the Company to reduce interest
expense in 2003 if the present low levels of interest rates continues. The balance of borrowing
is based upon LIBOR, and will fluctuate with the market rate of interest.

Financial Condition:

Net cash provided by operating activities for the nine months ended October 31,
2002, was $13,332,000 compared to $21,738,000 in the prior year. The decrease
in cash provided by operating activities was primarily due to inventory. In
the prior year the Company made a substantial reduction in inventory and
maintained those reduced levels in the current year. Due to high seasonal
shipments in the third quarter, accounts receivable increased by approximately
$8,000,000 compared to the year-ended January 31, 2002. This compares to
accounts receivable increasing by nearly $11,000,000 during the same period in
the prior year. The reduction in receivables is primarily attributable to
improved delivery performance during the current year.

Capital spending for the nine months ended October 31, 2002, was $2,700,000
compared to $3,434,000 for the same period last year. The Company has
established a goal of limiting capital spending to approximately $5,000,000 to
$7,000,000 for fiscal year 2002, which is approximately one-half of anticipated
depreciation expense. Capital expenditures are being financed through credit
facilities established with Wells Fargo Bank and operating cash flow.
Beginning October 1, 2002, the credit facility with Wells Fargo Bank was
reduced to $40,000,000 from $70,000,000. At October 31, 2002, the Company had
approximately $12,000,000 available under its credit facility with Wells Fargo
Bank.

The Company is pursuing the sale of two other facilities no longer necessary
for operations: the original factory in Los Angeles, California, which is
currently held as a rental property, and the former woodshop in Conway,
Arkansas, which is currently used as a warehouse. The combined appraised value
of these properties is approximately $9,000,000. The Company intends
to use the proceeds from these sales
will be used to pay down long-term debt.

In April 1998, the Board of Directors approved a stock buyback program. In
December 2002, the Board of Directors increased the authorized amount to
$22,000,000. As of October 31, 2002, the Company has repurchased approximately
1,135,000 shares at a cost of approximately $15,743,000 since the inception of
this program in April 1998. Subsequent to the quarter ended October 31, 2002,
the Company repurchased approximately 215,000 shares at a cost of approximately
$2,075,000. 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 20, 2002, the Companys Board of Directors authorized a 10% stock
dividend payable on September 27, 2002 to stockholders of record as of
September 6, 2002. In the same meeting, the Board also authorized a $0.02 per
share cash dividend payable on October 31, 2002 to stockholders of record as of
October 11, 2002.

12



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##### Table of Contents



For the three months and nine months ended October 31, 2002,
the Company paid $267,000 and $754,000 in cash dividends, respectively.

In April 2002, the Company entered into an agreement with Dew-El Corporation to
purchase Furniture Focus, Inc., an Ohio reseller that offers complete package
solutions for the Furniture, Fixtures and Equipment (FF&E) segments of
bond-funded public school construction projects, primarily in the upper
Midwest. The Company paid $2,400,000 in cash for certain assets of the
corporation and recorded $2,200,000 of intangibles in May 2002. In addition,
the Company purchased approximately $2,150,000 of accounts receivable related
to this acquisition. The results of the Furniture Focus acquisition are not
expected to materially impact the current year results. Furniture Focus
revenues for the third quarter and for the nine months ended October 31, 2002,
were $5,579,000 and $6,983,000, respectively.

The Company believes that cash flows 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.

Critical Accounting Policies and Estimates:

Revenue Recognition: The Company recognizes all sales when title passes under
its various shipping terms. The Company reports sales as net of sales returns
and allowances.

Allowances for Doubtful Accounts: Judgment is required when assessing the
ultimate realization of receivables, including assessing the probability of
collection, current economic trends, historical bad debts and the current
credit worthiness of each customer. The Company maintains allowances for
doubtful accounts that may result from the inability of our customers to make
required payments. The primary reason that Vircos allowance for doubtful
accounts represents such a small percentage of accounts receivable is that a
large portion of the accounts receivable consist of low-credit-risk
governmental entities, giving Vircos receivables a high degree of
collectability.

Inventory Valuation: The Company uses the LIFO method of accounting for the
material component of inventory. The Company maintains allowances for estimated
obsolete inventory to reflect the difference between the cost of inventory and
the estimated market value. If market conditions are less favorable than those
anticipated by management, additional allowances may be required.

Self-Insured Retention: For the insurance year beginning April 1, 2002, the
Company was self-insured for Product Liability losses up to $250,000. In the
prior year, the Company was self-insured for losses up to $100,000. For the
insurance year beginning April 1, 2002, the Company has a $250,000 deductible
for Workers Compensation. In the prior year, the Company did not have a
deductible for Workers Compensation. The Company obtains annual actuarial
estimates of total expected future losses for liability claims and records the
net present value of losses.

Defined Benefit Obligations: The Company has three defined benefit plans, the
Virco Employees Retirement Plan, the Virco Important Performers (VIP) Plan and
the Non-Employee Directors Retirement Plan, which provide retirement benefits
to employees and outside directors. Virco discounts the pension obligations
under the plans using a 6.50% discount rate and estimating a 6.50% return on
plan assets. The Company obtains annual actuarial valuations for all three
plans. The Company does not anticipate any significant change in these rates in
the coming year and expects that any change that might occur in that period
would not have a significant

13



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##### Table of Contents



effect on the Companys financial position,
results of operations or cash flows. For the current fiscal year, the Company
reduced the expected return on investment from 8.0% to 6.5%. In addition, the
Company reduced the discount rate from 8.0% to 6.5%. As a result of these
changes in assumptions, pension expense, which is included in Selling, General
and Administrative, will increase by approximately $1,400,000 for the fiscal
year
ending January 31, 2003.

Deferred Tax Assets and Liabilities: The Company has not provided an allowance
against the deferred tax assets recorded in the financial statements. The
Company had a net deferred tax liability of $590,000 at October 31, 2002.
Management believes that it is more likely than not that future earnings will
be sufficient to recover deferred tax assets.

Forward-Looking Statements

From time to time, the Company or its
representatives have made and 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 availability and
cost of materials, especially steel; availability and cost of labor, 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, 2002.

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.




Item 3. Quantitative and Qualitative Disclosures about Market Risk.

On February 22, 2000, the Company entered into an interest rate swap agreement
with Wells Fargo Bank. The notional swap amount is $20,000,000 and expires
March 3, 2003. The swap agreement is in consideration for a fixed rate at 7.23%
plus a fluctuating margin of 1.50% to 2.50%.

As of October 31, 2002, the Company has borrowed $28,000,000 under its Wells
Fargo credit facility, of which $20,000,000 is subject to the interest rate
swap agreement as described above and the remaining amount contains variable
interest rates. Accordingly, a 100 basis point upward fluctuation in the
lenders base rate would cause the Company to incur additional interest charges
of approximately $96,000 and $206,000 for the quarter and nine months ended
October 31, 2002. The Company would benefit from a similar interest savings if
the base rate were to fluctuate downward by the same amount.




Item 4. Controls and Procedures

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

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

14



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##### Table of Contents






PART II

VIRCO MFG. CORPORATION

OTHER INFORMATION




|        |  |                  
|------- |  | -----------------
|Item 1. |  | Legal Proceedings
|       
|        |  | None             




|        |  |                                          
|------- |  | -----------------------------------------
|Item 2. |  | Changes in Securities and Use of Proceeds
|       
|        |  | None                                     




|        |  |                                
|------- |  | -------------------------------
|Item 3. |  | Defaults upon Senior Securities
|       
|        |  | None                           




|        |  |                                                    
|------- |  | ---------------------------------------------------
|Item 4. |  | Submission of Matters to a Vote of Security Holders
|       
|        |  | None                                               




|        |  |                  
|------- |  | -----------------
|Item 5. |  | Other Information
|       
|        |  | None             




|           |  |                                                                                                                                                    
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                                                   
|          
|           |  | Exhibit 11  Statement re: Computation of Earnings Per
Share                                                                                       
|          
|           |  | Exhibit 99.1  Statement re: Certification pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
|          
|           |  | Exhibit 99.2  Statement re: Certification pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
|          
|Signatures |  |                                                                                                                                                    

15



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##### Table of Contents



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 13, 2002 | By:                                    | /s/ Robert E. Dose
|                        |                                       
|                        | Robert E. DoseVice President  Finance

|                        |                                |               
|----------------------- | ------------------------------ | --------------
|Date: December 13, 2002 | By:                            | /s/ Bassey Yau
|                        |                               
|                        | Bassey YauCorporate Controller

Each of the undersigned, in their capacity as the Chief Executive Officer and
Chief Financial Officer of Virco Mfg. Corporation, as the case may be, provides
the following certifications required by 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and 17 C.F.R.
§240.13a-14.

Certification of Chief Executive Officer

I, Robert A. Virtue, certify that:



| |  |  | I have reviewed this quarterly
report on Form 10-Q of
Virco Mfg. Corporation;                                                                                                                                                                                                                                                     
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report; and

16



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##### Table of Contents





| |  |  | Based on my knowledge, the financial statements, and
other financial information included in this quarterly 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 quarterly report.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Date: December 13, 2002 | /s/ Robert A. Virtue      
|----------------------- | --------------------------
|                        | Robert A. Virtue
President

Certification of Chief Financial Officer

I, Robert E. Dose, certify that:



| |  |  | I have reviewed this quarterly report on Form 10-Q of
Virco Mfg. Corporation;                                                                                                                                                                                                                                                     
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report; and
|
| |  |  | Based on my knowledge, the financial statements, and
other financial information included in this quarterly 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 quarterly report.                       



|Date: December 13, 2002 | /s/ Robert E. Dose                    
|----------------------- | --------------------------------------
|                        | Robert E. DoseVice President  Finance

17