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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 |  | April 30, 2002 |  | Commission File Number |  | 1-8777
|                  |  |                |  |                        |  |       

VIRCO MFG. CORPORATION

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(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

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Former name, former address and former fiscal year, if changed since last report.


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past
90 days. Yes [X] No [   ]

The number of shares outstanding of each of the issuers classes of common
stock, as of June 07, 2002.

|             |  |                  
|------------ |  | -----------------
|Common Stock |  | 12,139,673 Shares





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TABLE OF CONTENTS



|                  |                                                                                                |                                                      |  |  |  |  |  | 
|----------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART 1           
|                  | Item 1. Financial Statements                                                                  
|                  |                                                                                                | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                  |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                  |                                                                                                | 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.                           
|OTHER INFORMATION
|                  | Item 4. Submission of matters to a vote of Security Holders                                   
|                  | Item 6. Exhibits and Reports on Form 8-K                                                      
|SIGNATURES       



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##### Table of Contents



VIRCO MFG. CORPORATION

INDEX

|           |  |                                                                                       |  |                                                                                              |  |  |  | 
|---------- |  | ------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  |  |  | 
|Part I.    |  | Financial Information                                                                 |  |                                                                                              |  | 
|          
|          
|          
|          
|          
|          
|          
|          
|Item 1.    |  | Financial Statements (unaudited)                                                      |  |                                                                                              |  | 
|          
|          
|          
|          
|          
|          
|          
|          
|           |  |                                                                                       |  | Condensed consolidated balance sheets  April 30, 2002, and January
31, 2002                 |  |  |  | 
|          
|          
|          
|          
|          
|          
|          
|          
|           |  |                                                                                       |  | Condensed consolidated statements of operations  Three months ended
April 30, 2002 and 2001 |  |  |  | 
|          
|          
|          
|          
|          
|          
|          
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|           |  |                                                                                       |  | Condensed consolidated statements of cash flows  Three months ended
April 30, 2002 and 2001 |  |  |  | 
|          
|          
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|          
|          
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|          
|          
|           |  |                                                                                       |  | Notes to condensed consolidated financial statements  April 30, 2002                        |  |  |  | 
|          
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|          
|          
|          
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations |  |                                                                                              |  | 
|          
|          
|          
|          
|          
|          
|          
|          
|Item 3.    |  | Quantitative and Qualitative Disclosures
about Market Risk.                           |  |                                                                                              |  | 
|          
|          
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|          
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|          
|Part II.   |  | Other Information                                                                     |  |                                                                                              |  | 
|          
|          
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|          
|Item 4.    |  | Submission of matters to a vote of Security Holders                                   |  |                                                                                              |  | 
|          
|          
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|          
|          
|          
|          
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                              |  | 
|          
|          
|          
|          
|          
|          
|          
|          
|Signatures

2



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##### Table of Contents






PART 1




Item 1. Financial Statements




VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

|                            |                                          |                                      |         |           |         |   |         |        |         | 
|--------------------------- | ---------------------------------------- | ------------------------------------ | ------- | --------- | ------- | - | ------- | ------ | ------- | 
|ASSETS                      |                                          | 4/30/2002                            |         | 1/31/2002
|                            |                                          |                                      |         |          
|Current assets              |                                          |                                      |         |           |         |   |         |       
|                            | Cash                                     |                                      | $       | 1,037     |         |   | $       | 1,704  |        
|                           
|                            | Accounts and notes receivable            |                                      |         | 19,524    |         |   |         | 19,626 |        
|                            |                                          | Less allowance for doubtful accounts |         |           | 338     |   |         |        | 200     | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Net accounts and notes receivable    |         |           | 19,186  |   |         |        | 19,426  | 
|                           
|                            | Inventories (Note 2)                     |                                      |         |           |         |   |         |        |        
|                            |                                          | Finished goods                       |         |           | 23,323  |   |         |        | 16,159  | 
|                            |                                          | Work in process                      |         |           | 21,384  |   |         |        | 12,322  | 
|                            |                                          | Raw materials and supplies           |         |           | 10,241  |   |         |        | 10,202  | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Total inventories                    |         |           | 54,948  |   |         |        | 38,683  | 
|                           
|                            | Income taxes receivable                  |                                      |         | 91        |         |   |         |       |        
|                            | Prepaid expenses and deferred income tax |                                      |         | 1,713     |         |   |         | 2,646  |        
|                            |                                          |                                      |         |           |         |   |         |       
|Total current assets        |                                          |                                      | 76,975  |           |         |   | 62,459  |       
|                           
|Property, plant & equipment |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Cost                                 |         |           | 156,657 |   |         |        | 156,167 | 
|                            |                                          | Less accumulated depreciation        |         |           | 75,853  |   |         |        | 72,761  | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Net property, plant & equipment      |         |           | 80,804  |   |         |        | 83,406  | 
|Other assets                |                                          |                                      | 15,507  |           |         |   | 15,507  |       
|                            |                                          |                                      |         |           |         |   |         |       
|Total assets                |                                          | $                                    | 173,286 |           |         | $ | 161,372 |       
|                            |                                          |                                      |         |           |         |   |         |       

See notes to condensed consolidated financial statements.

3



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VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

|                                           |                                                                                             |                                                                                                           |         |           |     |   |         |         |     | 
|------------------------------------------ | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ------- | --------- | --- | - | ------- | ------- | --- | 
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                             | 4/30/2002                                                                                                 |         | 1/31/2002
|                                           |                                                                                             |                                                                                                           |         |          
|Current liabilities                        |                                                                                             |                                                                                                           |         |           |     |   |         |        
|                                           | Checks released but not yet cleared bank                                                    |                                                                                                           | $       | 1,115     |     |   | $       | 2,930   |    
|                                           | Accounts payable                                                                            |                                                                                                           |         | 12,840    |     |   |         | 8,816   |    
|                                           | Income tax payable                                                                          |                                                                                                           |         |          |     |   |         | 1,282   |    
|                                           | Accrued compensation and employee benefits                                                  |                                                                                                           |         | 9,570     |     |   |         | 8,602   |    
|                                           | Current maturities on long-term debt                                                        |                                                                                                           |         | 2,072     |     |   |         | 2,061   |    
|                                           | Other current liabilities                                                                   |                                                                                                           |         | 4,454     |     |   |         | 4,304   |    
|                                           |                                                                                             |                                                                                                           |         |           |     |   |         |        
|Total current liabilities                  |                                                                                             |                                                                                                           | 30,051  |           |     |   | 27,995  |        
|                                          
|Non-current liabilities                    |                                                                                             |                                                                                                           |         |           |     |   |         |        
|                                           | Long term debt (less current portion)                                                       |                                                                                                           |         | 38,784    |     |   |         | 26,647  |    
|                                           | Other non-current liabilities                                                               |                                                                                                           |         | 15,075    |     |   |         | 14,206  |    
|                                           |                                                                                             |                                                                                                           |         |           |     |   |         |        
|Total non-current liabilities              |                                                                                             |                                                                                                           | 53,859  |           |     |   | 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; 13,176,785 and 13,167,399 issued
at 4/30/2002 and 1/31/2002 |         |           | 132 |   |         |         | 132 | 
|                                           | Additional paid-in capital                                                                  |                                                                                                           |         | 109,665   |     |   |         | 109,638 |    
|                                           | Retained earnings                                                                           |                                                                                                           |         | (4,387    | )   |   |         | (2,006  | )  
|                                           | Less treasury stock at cost (1,037,543
shares at 4/30/2002 and 944,352 shares at
1/31/2002) |                                                                                                           |         | (14,889   | )   |   |         | (13,975 | )  
|                                           | Less accumulated comprehensive loss                                                         |                                                                                                           |         | (3,446    | )   |   |         | (3,566  | )  
|                                           |                                                                                             |                                                                                                           |         |           |     |   |         |        
|Total stockholders equity                 |                                                                                             |                                                                                                           | 87,075  |           |     |   | 90,223  |        
|                                           |                                                                                             |                                                                                                           |         |           |     |   |         |        
|Total liabilities and stockholders equity |                                                                                             | $                                                                                                         | 173,286 |           |     | $ | 161,372 |        
|                                           |                                                                                             |                                                                                                           |         |           |     |   |         |        

See Notes to Condensed Consolidated Financial Statements.

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VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

|                                                           |  |                |        |           |  |   |        |  
|---------------------------------------------------------- |  | -------------- | ------ | --------- |  | - | ------ | -
|                                                           |  | 3 Months Ended
|                                                           |  |               
|                                                           |  | 4/30/2002      |        | 4/30/2001
|                                                           |  |                |        |          
|Net sales                                                  |  | $              | 41,168 |           |  | $ | 42,457 |  
|Cost of goods sold                                         |  |                | 28,112 |           |  |   | 30,974 |  
|                                                           |  |                |        |           |  |   |        |  
|Gross profit                                               |  |                | 13,056 |           |  |   | 11,483 |  
|                                                          
|Operating expense                                          |  |                |        |           |  |   |        |  
|Selling, general and administrative expense                |  |                | 15,835 |           |  |   | 16,548 |  
|Interest expense                                           |  |                | 725    |           |  |   | 1,107  |  
|                                                           |  |                |        |           |  |   |        |  
|                                                           |  |                | 16,560 |           |  |   | 17,655 |  
|                                                          
|Loss before income taxes                                   |  |                | (3,504 | )         |  |   | (6,172 | )
|Income tax benefit                                         |  |                | (1,367 | )         |  |   | (2,407 | )
|                                                           |  |                |        |           |  |   |        |  
|Net loss                                                   |  | $              | (2,137 | )         |  | $ | (3,765 | )
|                                                           |  |                |        |           |  |   |        |  
|Amounts per common share  basic and assuming dilution (a) |  |                |        |           |  |   |        |  
|Net loss                                                   |  | $              | (0.18  | )         |  | $ | (0.30  | )
|                                                           |  |                |        |           |  |   |        |  
|Dividend per common share (a)                              |  |                |        |           |  |   |        |  
|Cash                                                       |  | $              | 0.02   |           |  | $ | 0.02   |  



|(a) |  | Adjusted for 10% stock dividend declared August 21, 2001
|--- |  | --------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

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VIRCO MFG. CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited (Note 1)

(Dollar amounts in thousands)

|                                          |                                                                             |                                           |         |                |         |           |        |        |         |  
|----------------------------------------- | --------------------------------------------------------------------------- | ----------------------------------------- | ------- | -------------- | ------- | --------- | ------ | ------ | ------- | -
|                                          |                                                                             |                                           |         | 3 Months Ended
|                                          |                                                                             |                                           |         |               
|                                          |                                                                             |                                           |         | 4/30/2002      |         | 4/30/2001
|                                          |                                                                             |                                           |         |                |         |          
|Operating activities                      |                                                                             |                                           |         |                |         |           |        |       
|                                          | Net loss                                                                    |                                           | $       | (2,137         | )       |           | $      | (3,765 | )      
|                                          | Adjustments to reconcile net loss to net
cash used in operating activities: |                                           |         |                |         |           |        |        |        
|                                          | Depreciation                                                                |                                           |         | 3,455          |         |           |        | 3,711  |        
|                                          | Provision for doubtful accounts                                             |                                           |         | 129            |         |           |        | 105    |        
|                                          | Changes in assets and liabilities:                                          |                                           |         |                |         |           |        |        |        
|                                          |                                                                             | Accounts and notes receivable             |         |                | 111     |           |        |        | 6,358   |  
|                                          |                                                                             | Inventories                               |         |                | (16,265 | )         |        |        | (13,787 | )
|                                          |                                                                             | Prepaid expenses and other current assets |         |                | 853     |           |        |        | 657     |  
|                                          |                                                                             | Income taxes receivable/payable           |         |                | (1,373  | )         |        |        | (2,387  | )
|                                          |                                                                             | Other assets                              |         |                |         |           |        |        | (408    | )
|                                          |                                                                             | Accounts payable and accrued expenses     |         |                | 4,196   |           |        |        | 1,606   |  
|                                          |                                                                             |                                           |         |                |         |           |        |       
|Net cash used in operating activities     |                                                                             |                                           | (11,031 | )              |         |           | (7,910 | )     
|                                         
|Investing activities                      |                                                                             |                                           |         |                |         |           |        |       
|                                          | Capital expenditures                                                        |                                           |         | (855           | )       |           |        | (1,833 | )      
|                                          | Proceeds from sale of fixed assets                                          |                                           |         | 2              |         |           |        | 505    |        
|                                          |                                                                             |                                           |         |                |         |           |        |       
|Net cash used in investing activities     |                                                                             |                                           | (853    | )              |         |           | (1,328 | )     
|                                         
|Financing activities                      |                                                                             |                                           |         |                |         |           |        |       
|                                          | Issuance of long-term debt                                                  |                                           |         | 12,550         |         |           |        | 10,823 |        
|                                          | Repayment of long-term debt                                                 |                                           |         | (202           | )       |           |        | (628   | )      
|                                          | Purchase of treasury stock                                                  |                                           |         | (914           | )       |           |        | (597   | )      
|                                          | Payment of cash dividend                                                    |                                           |         | (244           | )       |           |        | (226   | )      
|                                          | Issuance of common stock                                                    |                                           |         | 27             |         |           |        |       |        
|                                          |                                                                             |                                           |         |                |         |           |        |       
|Net cash provided by financing activities |                                                                             |                                           | 11,217  |                |         |           | 9,372  |       
|                                         
|Net change in cash                        |                                                                             |                                           | (667    | )              |         |           | 134    |       
|Cash at beginning of quarter              |                                                                             |                                           | 1,704   |                |         |           | 351    |       
|                                          |                                                                             |                                           |         |                |         |           |        |       
|Cash at end of quarter                    |                                                                             | $                                         | 1,037   |                |         | $         | 485    |       
|                                          |                                                                             |                                           |         |                |         |           |        |       

See Notes to Condensed Consolidated Financial Statements.

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VIRCO MFG. CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2002 and April 30, 2001

Note 1: The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three-month
ended April 30, 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 April 30,
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 month period ended April 30, 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 net loss
per share was 12,175,000 and 12,393,000 for the quarter ended April 30, 2002,
and April 30, 2001, respectively. Per share and weighted-average share amounts
for the quarter ended April 30, 2001, have been restated to reflect a 10% stock
dividend payable on September 28, 2001, to stockholders of record as of
September 6, 2001.

Comprehensive loss includes net loss, minimum pension liability adjustments and
adjustments to account for derivative financial instruments. Comprehensive loss
was $2,017,000 and $3,785,000 for the quarters ended April 30, 2002, and April
30, 2001, respectively.

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In June 1998, the Financial Accounting Standards Board issued Statement No. 133
Accounting for Derivative Instruments and Hedging Activities, (SFAS 133, as
amended by SFAS 138), which is required to be adopted in years beginning after
June 15, 2000. The Company has adopted the new Statement effective February 1,
2001. The Statement requires the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted
to fair value and reflected as income or expense. If the derivative is a
hedge, depending on the nature of the hedge, changes in the fair value of
derivatives are either offset against commitments through earnings or
recognized in other comprehensive income until the hedge item is recognized in
earnings. The ineffective portion of a derivatives change in fair value is
immediately recognized in earnings.

At April 30, 2002, the Company had one interest rate swap contract which was
accounted for as a cash flow hedge. The adjustment to implement SFAS 133
resulted in recording a liability and an offset to Other Comprehensive Loss
which was $542,000 net of an applicable income tax benefit of $361,000 at April
30, 2002. There is no impact to current earnings due to hedge ineffectiveness.

Note 5. Interest Rate Swap Contract

It is the Companys policy to enter into interest rate swap contracts only to
the extent necessary 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 does not anticipate
non-performance by the counterparty. The Company only entered into one
interest rate swap contract, which matures on March 3, 2003. At April 30,
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.

At April 30, 2002, the carrying value approximated the fair value of $903,000.
During the quarter ended April 30, 2002, the Company recorded an adjustment of
$120,000 net of an applicable income tax benefit of $80,000 in other
comprehensive loss in order to account for the change in fair value. The fair
value of the swap is estimated on pricing models using current assumptions.

Note 6. 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 supersedes 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.
Accordingly, the Company will apply the provisions of SFAS No. 141 should it
enter into any business combinations. The Company believes the adoption of SFAS
No. 142 will not have a material effect on the Companys financial position,
results of operations or cash flows.

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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 and
results of operations.

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 superseded
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
Company expects to adopt FAS 144 as of February 1, 2002, and it does not expect
that the adoption of the Statement will have a significant impact on the
Companys financial position and results of operations.

Note 7. 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 (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 in May 2002. In addition, the Company purchased approximately
$2,150,000 of accounts receivable related to this acquisition.

9



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VIRCO MFG. CORPORATION




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

Results of Operations:

For the first quarter of 2002, the Company incurred a net loss of $2,137,000 on
sales of $41,168,000 compared to a net loss of $3,765,000 on sales of
$42,457,000 in the same period last year.

Sales for the first quarter decreased $1,289,000 compared to the same period
last year. Backlog at quarter end was comparable compared to the prior year.
The decrease in sales was primarily attributable to continued weakness in
commercial furniture sales. Through May, both shipments and incoming orders are lagging by 4-5%.

Gross profit for the first quarter, as a percentage of sales, increased over 4%
compared to the same period last year. The improvement in margin is primarily
attributed to reduced cost of raw materials and improved manufacturing
efficiencies. The improvement in manufacturing efficiencies are attributable
to a 4-5% increase in production levels, continued attention to spending
controls, and the continuing implementation of the Assemble to Ship strategy
that has allowed the Company to substantially reduce. 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 expense for the quarter ended April 30,
2002, declined modestly compared to the same period last year. These costs
decreased both in absolute dollars and as a percentage of sales. Freight costs
declined slightly due to a reduction in selling volume. Other SG&A costs were
lower in absolute dollars and as a percentage of sales due to reductions in
staffing, reduced sales incentives and overall spending.

Interest expense decreased by approximately $382,000 compared to the same
period last year. The reduction is primarily due to reduced levels of
borrowing and lower interest rates. The Company expects to continue to reduce
borrowing levels in 2002. At April 30, 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
balance of borrowing is based upon LIBOR, and will fluctuate with the market
rate of interest.

Financial Condition:

As a result of seasonally low deliveries in the fourth and first quarters,
accounts and notes receivable were comparable to year end. The Company
traditionally builds large quantities of inventory during the first quarter in
anticipation of strong summer shipments. For the current quarter, the Company
increased inventory by nearly $16,265,000 compared to year-end. In the prior
year first quarter, the Company increased inventory by approximately
$13,787,000. This increase in inventory was financed through the credit
facility with Wells Fargo Bank.

The Company has established a goal of limiting capital spending to
approximately $5,000,000 to 7,000,000 for 2002, which is approximately one-half
of anticipated depreciation expense. Capital spending for the quarter

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ended April 30, 2002, was $855,000 compared to $1,833,000 for the same period
last year. Capital expenditures are being financed through credit facilities
established with Wells Fargo Bank and operating cash flow.

Net cash used in operating activities for the first quarter ended April 30,
2002, was $11,031,000 compared to $7,910,000 for the same period last year.
The increase in cash used in operating activities was partially due to an
increase in inventory. In addition, the prior year included a reduction in
accounts receivable.

In April 1998, the Board of Directors approved a stock buyback program. In
December 2001, the Board of Directors increased the authorized amount to
$20,000,000. As of April 30, 2002, the Company has repurchased approximately
1,005,000 shares at a cost of approximately $14,410,000 since the inception of
this program in April 1998. 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 February 13, 2002, the Companys Board of Directors authorized a $0.02 per
share cash dividend, payable on April 30, 2002, to stockholders on record as of
March 28, 2001. For the quarter ended April 30, 2002, the Company paid
$244,000 in cash dividends.

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 in May 2002. In addition, the Company purchased approximately
$2,150,000 of accounts receivable related to this acquisition.

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

Forward-Looking Statements

From time to time, the Company or its representatives have made or may make
forward-looking statements, orally or in writing, including those contained
herein. Such forward-looking statements may be included in, without
limitation, reports to stockholders, press releases; oral statements made with
the approval of an authorized executive officer of the Company and filings with
the Securities and Exchange Commission. The words or phrases anticipates,
expects, will continue, estimates, projects, or similar expressions are
intended to identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The results contemplated by
the Companys forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to vary materially from
anticipated results, including without limitation, material costs, 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.

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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 initial notional swap amount is $30,000,000 for the
period February 22, 2000 through February 28, 2001. The notional swap amount
then decreases to $20,000,000 until the end of the swap agreement, March 3,
2003. The swap agreement is in consideration for a fixed rate at 7.23% plus a
fluctuating margin of 1.50% to 2.50%.

As of April 30, 2002, the Company has borrowed $34,964,000 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 contain 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 $65,000 for the fiscal quarter ended April 30, 2002. The Company
would benefit from a similar interest savings if the base rate were to
fluctuate downward by a like amount.

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VIRCO MFG. CORPORATION




OTHER INFORMATION




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

None




Item 6. Exhibits and Reports on Form 8-K

None

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VIRCO MFG. CORPORATION

Exhibit (11)  Statement re: Computation of Net Loss Per Share

|                                                                                                     |  |                    |            |      |  |   |            |  
|---------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | ---- |  | - | ---------- | -
|                                                                                                     |  | Three Months Ended
|                                                                                                     |  | April 30          
|                                                                                                     |  |                   
|                                                                                                     |  | 2002               |            | 2001
|                                                                                                     |  |                    |            |     
|Net loss per share                                                                                   |  |                    |            |      |  |   |            |  
|Average shares outstanding                                                                           |  |                    | 12,175,000 |      |  |   | 12,393,000 |  
|Net effect of dilutive stock options  based
on the treasury stock method using average
market price |  |                    | 114,000    |      |  |   | 128,000    |  
|                                                                                                     |  |                    |            |      |  |   |            |  
|Totals                                                                                               |  |                    | 12,289,000 |      |  |   | 12,521,000 |  
|                                                                                                     |  |                    |            |      |  |   |            |  
|Net loss                                                                                             |  | $                  | (2,137,000 | )    |  | $ | (3,765,000 | )
|                                                                                                     |  |                    |            |      |  |   |            |  
|Per share amount                                                                                     |  | $                  | (0.18      | )    |  | $ | (0.30      | )
|                                                                                                     |  |                    |            |      |  |   |            |  

For the quarter ended April 30, 2002 and 2001, net loss per share was
calculated based on basic shares outstanding at April 30, 2002 and 2001, due to
the anti-dilutive effect on the inclusion of common stock equivalent shares.
For the three months ended April 30, 2001, weighted average shares outstanding
was adjusted for 10% stock dividend declared August 21, 2001, and payable on
September 28, 2001, to stockholders of record September 6, 2001.

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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: | June 13, 2002                          |  | By:                    | /s/   Robert E. Dose
|      |                                        |  |                        |                     
|      | Robert E. DoseVice President  Finance
|     
|Date: | June 13, 2002                          |  | By:                    | /s/   Bassey Yau    
|      |                                        |  |                        |                     
|      | Bassey Yau
Corporate Controller       

15