##### 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 July 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 [   ]

The number of shares outstanding of each of the issuers classes of common
stock, as of September 4, 2001.

|             |  |                   
|------------ |  | ------------------
|Common Stock |  | 13,340,479 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 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.                           
|PART II   
|           | Item 4. Submission of matters to a vote of Security Holders                                   
|           | Item 6. Exhibits and Reports on Form 8-K                                                      
|           |                                                                                                | Exhibit 11                                          
|           |                                                                                                | Exhibit 99.1                                        
|           |                                                                                                | Exhibit 99.2                                        
|SIGNATURES



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VIRCO MFG. CORPORATION

INDEX

|         |                       |         |  |                                                                                          
|-------- | --------------------- | ------- |  | -----------------------------------------------------------------------------------------
|Part I.  | Financial Information
|         |                       |         |  |                                                                                          
|         |                       | Item 1. |  | Financial Statements (unaudited)                                                         
|         |                       |         |  |                                                                                          
|         |                       |         |  | Condensed consolidated balance sheets  July 31, 2002 and January 31, 2002               
|         |                       |         |  |                                                                                          
|         |                       |         |  | Condensed consolidated statements of income  Three months ended July 31, 2002 and 2001  
|         |                       |         |  |                                                                                          
|         |                       |         |  | Condensed consolidated statements of income  Six months ended July 31, 2002 and 2001    
|         |                       |         |  |                                                                                          
|         |                       |         |  | Condensed consolidated statements of cash flows  Six months ended July 31, 2002 and 2001
|         |                       |         |  |                                                                                          
|         |                       |         |  | Notes to condensed consolidated financial statements  July 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                               
|         |                       |         |  |                                                                                          
|Part II. | Other Information    
|         |                       |         |  |                                                                                          
|         |                       | Item 4. |  | Submission of matters to a vote of Security Holders                                      
|         |                       |         |  |                                                                                          
|         |                       | 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
Unaudited (Note 1)

(Dollar amounts in thousands, except per share data)

|                            |                                          |                                      |         |           |         |   |         |        |         | 
|--------------------------- | ---------------------------------------- | ------------------------------------ | ------- | --------- | ------- | - | ------- | ------ | ------- | 
|ASSETS                      |                                          | 7/31/2002                            |         | 1/31/2002
|                            |                                          |                                      |         |          
|Current assets              |                                          |                                      |         |           |         |   |         |       
|                            | Cash                                     |                                      | $       | 2,942     |         |   | $       | 1,704  |        
|                            | Accounts and notes receivable            |                                      |         | 48,241    |         |   |         | 19,626 |        
|                            |                                          | Less allowance for doubtful accounts |         |           | 535     |   |         |        | 200     | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Net accounts and notes receivable    |         |           | 47,706  |   |         |        | 19,426  | 
|                            | Inventories (Note 2)                     |                                      |         |           |         |   |         |        |        
|                            |                                          | Finished goods                       |         |           | 28,852  |   |         |        | 16,159  | 
|                            |                                          | Work in process                      |         |           | 12,989  |   |         |        | 12,322  | 
|                            |                                          | Raw materials and supplies           |         |           | 8,185   |   |         |        | 10,202  | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Total inventories                    |         |           | 50,026  |   |         |        | 38,683  | 
|                            | Prepaid expenses and deferred income tax |                                      |         | 1,957     |         |   |         | 2,646  |        
|                            |                                          |                                      |         |           |         |   |         |       
|Total current assets        |                                          |                                      | 102,631 |           |         |   | 62,459  |       
|Property, plant & equipment |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Cost                                 |         |           | 157,072 |   |         |        | 156,167 | 
|                            |                                          | Less accumulated depreciation        |         |           | 78,798  |   |         |        | 72,761  | 
|                            |                                          |                                      |         |           |         |   |         |       
|                            |                                          | Net property, plant & equipment      |         |           | 78,274  |   |         |        | 83,406  | 
|Other assets                |                                          |                                      | 17,707  |           |         |   | 15,507  |       
|                            |                                          |                                      |         |           |         |   |         |       
|Total assets                |                                          | $                                    | 198,612 |           |         | $ | 161,372 |       
|                            |                                          |                                      |         |           |         |   |         |       

See notes to condensed consolidated financial statements.

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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       |                                                                                                                                      | 7/31/2002 |         | 1/31/2002
|                                           |                                                                                                                                      |           |         |          
|Current liabilities                        |                                                                                                                                      |           |         |           |   |   |         |        
|                                           | Checks released but not yet cleared bank                                                                                             |           | $       | 2,362     |   |   | $       | 2,930   |  
|                                           | Accounts payable                                                                                                                     |           |         | 15,597    |   |   |         | 8,816   |  
|                                           | Income tax payable                                                                                                                   |           |         | 2,720     |   |   |         | 1,282   |  
|                                           | Accrued compensation and employee benefits                                                                                           |           |         | 11,135    |   |   |         | 8,602   |  
|                                           | Current maturities on long-term debt                                                                                                 |           |         | 2,462     |   |   |         | 2,061   |  
|                                           | Other current liabilities                                                                                                            |           |         | 4,392     |   |   |         | 4,304   |  
|                                           |                                                                                                                                      |           |         |           |   |   |         |        
|Total current liabilities                  |                                                                                                                                      |           | 38,668  |           |   |   | 27,995  |        
|Non-current liabilities                    |                                                                                                                                      |           |         |           |   |   |         |        
|                                           | Long term debt (less current portion)                                                                                                |           |         | 50,628    |   |   |         | 26,647  |  
|                                           | Other non-current liabilities                                                                                                        |           |         | 16,045    |   |   |         | 14,206  |  
|                                           |                                                                                                                                      |           |         |           |   |   |         |        
|Total non-current liabilities              |                                                                                                                                      |           | 66,673  |           |   |   | 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; 13,191,783 issued at 7/31/2002
and 13,167,399 shares issued at 1/31/2002 |           |         | 132       |   |   |         | 132     |  
|                                           | Additional paid-in capital                                                                                                           |           |         | 109,774   |   |   |         | 109,638 |  
|                                           | Retained
deficit                                                                                                                     |           |         | (369      | ) |   |         | (2,006  | )
|                                           | Less treasury stock at cost, 1,064,075
shares at 7/31/2002 and 944,352 shares at 1/31/2002)                                          |           |         | (15,221   | ) |   |         | (13,975 | )
|                                           | Less accumulated comprehensive loss                                                                                                  |           |         | (3,346    | ) |   |         | (3,566  | )
|                                           |                                                                                                                                      |           |         |           |   |   |         |        
|Total stockholders equity                 |                                                                                                                                      |           | 90,970  |           |   |   | 90,223  |        
|                                           |                                                                                                                                      |           |         |           |   |   |         |        
|Total liabilities and stockholders equity |                                                                                                                                      | $         | 198,612 |           |   | $ | 161,372 |        
|                                           |                                                                                                                                      |           |         |           |   |   |         |        

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)

|                                                          |  |                    |        |           |  |   |        | 
|--------------------------------------------------------- |  | ------------------ | ------ | --------- |  | - | ------ | 
|                                                          |  | Three Months Ended
|                                                          |  |                   
|                                                          |  | 7/31/2002          |        | 7/31/2001
|                                                          |  |                    |        |          
|Net sales                                                 |  | $                  | 83,164 |           |  | $ | 89,193 | 
|Cost of goods sold                                        |  |                    | 54,084 |           |  |   | 60,844 | 
|                                                          |  |                    |        |           |  |   |        | 
|Gross profit                                              |  |                    | 29,080 |           |  |   | 28,349 | 
|Selling, general and administrative and other             |  |                    | 21,227 |           |  |   | 19,640 | 
|Interest expense                                          |  |                    | 869    |           |  |   | 1,349  | 
|                                                          |  |                    |        |           |  |   |        | 
|                                                          |  |                    | 22,096 |           |  |   | 20,989 | 
|Income before income taxes                                |  |                    | 6,984  |           |  |   | 7,360  | 
|Income taxes                                              |  |                    | 2,724  |           |  |   | 2,870  | 
|                                                          |  |                    |        |           |  |   |        | 
|Net income                                                |  | $                  | 4,260  |           |  | $ | 4,490  | 
|                                                          |  |                    |        |           |  |   |        | 
|Earnings per share  basic(a)                             |  | $                  | .32    |           |  | $ | .33    | 
|Earnings per share  assuming dilution(a)                 |  | $                  | .32    |           |  | $ | .33    | 
|Weighted average share outstanding  basic(a)             |  |                    | 13,335 |           |  |   | 13,462 | 
|Weighted average share outstanding  assuming dilution(a) |  |                    | 13,487 |           |  |   | 13,604 | 
|Dividend per share                                        |  |                    |        |           |  |   |        | 
|Cash(a)                                                   |  | $                  | .02    |           |  | $ | .02    | 

(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)      |              | Six Months Ended
|                                                          |              |                 
|                                                          |              |                  | 7/31/2002 |        | 7/30/2001
|                                                          |              |                  |           |        |          
|Net sales                                                 |              | $                | 124,332   |        |           | $ | 131,650 |       
|Cost of goods sold                                        |              |                  | 82,196    |        |           |   | 91,818  |       
|                                                          |              |                  |           |        |           |   |         |       
|                                                          | Gross profit |                  |           | 42,136 |           |   |         | 39,832 | 
|Selling, general and administrative and other             |              |                  | 37,062    |        |           |   | 36,102  |       
|Interest expense                                          |              |                  | 1,594     |        |           |   | 2,542   |       
|                                                          |              |                  |           |        |           |   |         |       
|                                                          |              |                  | 38,656    |        |           |   | 38,644  |       
|Income before income taxes                                |              |                  | 3,480     |        |           |   | 1,188   |       
|Income taxes                                              |              |                  | 1,357     |        |           |   | 463     |       
|                                                          |              |                  |           |        |           |   |         |       
|Net income                                                |              | $                | 2,123     |        |           | $ | 725     |       
|                                                          |              |                  |           |        |           |   |         |       
|Earnings per share  basic(a)                             |              | $                | .16       |        |           | $ | .05     |       
|Earnings per share  assuming dilution(a)                 |              | $                | .16       |        |           | $ | .05     |       
|Weighted average share outstanding basic(a)              |              |                  | 13,377    |        |           |   | 13,562  |       
|Weighted average share outstanding  assuming dilution(a) |              |                  | 13,507    |        |           |   | 13,704  |       
|Cash dividend per share(a)                                |              | $                | .04       |        |           | $ | .04     |       

(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 CASH FLOWS
Unaudited (Note 1)

|                                          |                                                                               |                                       |         |           |         |           |         |        |         |  
|----------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------- | ------- | --------- | ------- | --------- | ------- | ------ | ------- | -
|(Dollar amounts in thousands)             |                                                                               | Six Months Ended                     
|                                          |                                                                               |                                      
|                                          |                                                                               |                                       |         | 7/31/2002 |         | 7/31/2001
|                                          |                                                                               |                                       |         |           |         |          
|Cash flows from operating activities      |                                                                               |                                       |         |           |         |           |         |       
|                                          | Net income                                                                    |                                       | $       | 2,123     |         |           | $       | 725    |        
|                                          | Adjustments to reconcile net income to
net cash used in operating activities: |                                       |         |           |         |           |         |        |        
|                                          | Depreciation                                                                  |                                       |         | 6,847     |         |           |         | 7,835  |        
|                                          | Provision for doubtful accounts                                               |                                       |         | 307       |         |           |         | 329    |        
|                                          | Change in assets and liabilities:                                             |                                       |         |           |         |           |         |        |        
|                                          |                                                                               | Accounts and notes receivable         |         |           | (26,437 | )         |         |        | (23,201 | )
|                                          |                                                                               | Inventories                           |         |           | (11,343 | )         |         |        | 364     |  
|                                          |                                                                               | Prepaid expenses and deposits         |         |           | 542     |           |         |        | 994     |  
|                                          |                                                                               | Income taxes receivable/payable       |         |           | 1,438   |           |         |        | 536     |  
|                                          |                                                                               | Accounts payable and accrued expenses |         |           | 10,673  |           |         |        | 384     |  
|                                          |                                                                               |                                       |         |           |         |           |         |       
|Net cash used in operating activities     |                                                                               |                                       | (15,850 | )         |         |           | (12,034 | )     
|Cash flows from investing activities      |                                                                               |                                       |         |           |         |           |         |       
|                                          | Capital expenditures                                                          |                                       |         | (1,517    | )       |           |         | (2,880 | )      
|                                          | Acquisition                                                                   |                                       |         | (4,550    | )       |           |         |       |        
|                                          | Proceeds from sale of assets                                                  |                                       |         | 2         |         |           |         | 454    |        
|                                          | Net investment in life insurance                                              |                                       |         |          |         |           |         | (7     | )      
|                                          |                                                                               |                                       |         |           |         |           |         |       
|Net cash used in investing activities     |                                                                               |                                       | (6,065  | )         |         |           | (2,433  | )     
|Cash flows from financing activities      |                                                                               |                                       |         |           |         |           |         |       
|                                          | Issuance of long-term debt                                                    |                                       |         | 25,844    |         |           |         | 19,360 |        
|                                          | Repayment of long-term debt                                                   |                                       |         | (1,094    | )       |           |         | (1,040 | )      
|                                          | Payment of cash dividend                                                      |                                       |         | (487      | )       |           |         | (450   | )      
|                                          | Purchase of treasury stock                                                    |                                       |         | (1,247    | )       |           |         | (817   | )      
|                                          | Issuance of common stock                                                      |                                       |         | 137       |         |           |         | (3     | )      
|                                          | Loans to ESOP                                                                 |                                       |         |          |         |           |         | (238   | )      
|                                          |                                                                               |                                       |         |           |         |           |         |       
|Net cash provided by financing activities |                                                                               |                                       | 23,153  |           |         |           | 16,812  |       
|Net change in cash                        |                                                                               |                                       | 1,238   |           |         |           | 2,345   |       
|Cash at beginning of period               |                                                                               |                                       | 1,704   |           |         |           | 351     |       
|                                          |                                                                               |                                       |         |           |         |           |         |       
|Cash at end of period                     |                                                                               | $                                     | 2,942   |           |         | $         | 2,696   |       
|                                          |                                                                               |                                       |         |           |         |           |         |       

See notes to condensed consolidated financial statements.

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VIRCO MFG. CORPORATION




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2002

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 1: |  | The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the rules and
regulation of the Securities and Exchange Commission (SEC).
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 six-month
periods ended July 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 July 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 six months ended July 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | The weighted average number of shares used in the computation of
diluted net income per share were 13,335,000 and 13,462,000 for the
quarter ended July 31, 2002 and July 31, 2001, respectively. The
weighted average number of shares used in the computation of diluted
net income per share were 13,377,000 and 13,562,000 for the six months
ended July 31, 2002 and July 31, 2001, respectively. Per share and
weighted-average share amounts for the second quarter and six months
ended July 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.
|        |  | Comprehensive income includes net income, derivative instrument
liability adjustments and minimum pension liability adjustments.
Comprehensive income was $4,361,000 and $4,465,000 for the quarters
ended July 31, 2002 and July 31, 2001, respectively. Comprehensive
income was $2,344,000 and $680,000 for the six months ended July 31,
2002 and July 31, 2001, respectively.                                                                                                                                                                                                                                                               
|Note 5. |  | Interest Rate Swap Contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  | 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 does
not anticipate non-performance by the counterparty. The Company has
only entered into one interest rate swap contract, which matures on
March 3, 2003. At July 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.
|        |  | At July 31, 2002 the carrying value of this interest rate swap contract
approximated $735,000. During the quarter ended July 31, 2002, the
Company recorded a reduction in liability of $168,000 and a reduction
in comprehensive loss of $101,000 (net of an applicable income tax of
$67,000) 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. |  | 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. 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.                                                                                                                                                    
|        |  | 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 adoption of the Statement has not had a significant impact on the
Companys financial position, results of operations, or cashflows.                                                                                                                                                                           

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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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. 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.

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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 second quarter of 2002, the Company had a net income of $4,260,000 on
sales of $83,164,000 compared to a net income of $4,490,000 on sales of
$89,193,000 in the same period last year. Earnings were $.32 per share compared
to $.33 per share in the same period last year, after giving effect to the 10%
stock dividend declared August 20, 2002. For the six months ended July 31,
2002, the Company earned net income of $2,123,000 on sales of $124,332,000
compared to net income of $725,000 on sales of $131,650,000 in the same period
last year. Earnings were $.16 per share compared to $.05 per share in the same
period last year, after giving effect to the 10% stock dividend declared August
20, 2002.

The second 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
supporter staffing, and changes in economic environment that have reduced sales
of commercial furniture to a greater extent than educational furniture. Sales
for the second quarter decreased $6,029,000 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 July 31, 2002 was
slightly lower compared to the same time last year.

Gross profit for the second quarter improved by over 3% compared to the same
period last year. The improvement in margin is attributable to increased
pricing, improved manufacturing efficiencies and reduced costs of raw
materials. The improvement in manufacturing efficiencies are attributable to an
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 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 expense and other for the quarter ended
July 31, 2002 increased by approximately $1,587,000 compared to the same period
last year. The increase was largely attributable 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. Pension expense compared to
the same periods last year increased by $738,000 and $1,038,000 for the quarter
and the six months ended July 31, 2002, respectively.

Interest expense decreased by $480,000 and $948,000 due to a reduced level of
borrowings and lower interest rates for the quarter and six months ended July
31, 2002 compared to the same period last year. The decrease in borrowings was
primarily attributable to reduced spending on inventory and capital
expenditures. The Company expects to continue to reduce borrowing levels in
2002. At July 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 balance of borrowing is
based upon LIBOR, and will fluctuate with the market rate of interest.

12



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##### Table of Contents



Financial Condition:

As a result of seasonally high shipments in the second quarter, accounts
receivable increased by approximately $26,437,000 compared to the year-ended
January 31, 2002. In anticipation of strong third quarter deliveries, inventory
increased by $11,343,000 compared to the year-ended January 31, 2002. This increase
in accounts receivable and inventory was financed through the credit facility
with Wells Fargo Bank.

Capital spending for the six months ended July 31, 2002 was $1,517,000 compared
to $2,880,000 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
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 May 1, 2002, the
credit facility with Wells Fargo Bank was expanded to $70,000,000 from
$50,000,000. The maximum principal amount available under this note was
reduced on August 1, 2002 to $65,000,000, and will be reduced on September 1,
2002 to 60,000,000 and on October 1, 2002 to $40,000,000. At July 31, 2002,
the Company had approximately $22,034,000 available under its credit facility
with Wells Fargo Bank.

Net cash used in operating activities for the six months ended July 31, 2002
was $15,850,000 compared to $12,034,000 for the same period last year. The
increase in cash used in operating activities was primarily due to increased
inventory and account receivables and offset by an increase in accrued
compensation and employee benefits. Long term debt was $50,628,000 as of July
31, 2002 compared to $26,647,000 as of January 31, 2002. Cashflow provided by
the additional borrowings from Wells Fargo was used to finance the increased
accounts receivable and inventory.

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 July 31, 2002, the Company has repurchased approximately
1,031,000 shares at a cost of approximately $14,723,000 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 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. For the three months and six months ended July 31, 2002, the
Company paid $243,000 and $487,000 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. Incremental Furniture
Focus revenues for the second quarter ended July 31, 2002 were approximately
$1,000,000. For the fiscal year ending January 31, 2003, the Company
anticipates that sales revenue will increase by $5,000,000 to $7,000,000 with a
very modest impact on net income.

13



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##### Table of Contents



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
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
July 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 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 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 July 31, 2002, the Company has borrowed $48,258,000 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 $109,000 and $174,000 for the quarter and six months ended
July 31, 2002. The Company would benefit from a similar interest savings if
the base rate were to fluctuate downward by the same amount.

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##### Table of Contents






PART II

VIRCO MFG. CORPORATION

OTHER INFORMATION




|        |  |                                                                                                                                                     
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Item 4. |  | Submission of matters to a vote of Security Holders                                                                                                 
|        |  | The following is a description of matters submitted to a vote of
registrants stockholders at the Annual Meeting of Stockholders held
June 18, 2002.
|        |  | Election of three directors whose term expire in 2005.                                                                                              

|                 |  |           |            |                    |  |  |        | 
|---------------- |  | --------- | ---------- | ------------------ |  |  | ------ | 
|                 |  | Votes For |            | Authority Withheld
|                 |  |           |            |                   
|Donald S. Friesz |  |           | 10,791,568 |                    |  |  | 20,004 | 
|Glen D. Parish   |  |           | 10,797,675 |                    |  |  | 13,897 | 
|James R. Wilburn |  |           | 10,800,813 |                    |  |  | 10,759 | 




|        |  |                                                                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|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

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VIRCO MFG. CORPORATION




Exhibit 11  Statement re: Computation of Earnings Per Share

|                                                                                                     |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|---------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | ---------------- |  | ---- | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | 
|                                                                                                     |  | Three Months Ended |            | Six Months Ended
|                                                                                                     |  | July 31            |            | July 31         
|                                                                                                     |  |                    |            |                 
|                                                                                                     |  | 2002               |            | 2001             |  | 2002 |            | 2001
|                                                                                                     |  |                    |            |                  |  |      |            |     
|Diluted earnings per share                                                                           |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|Weighted average shares outstanding                                                                  |  |                    | 13,335,000 |                  |  |      | 13,462,000 |      |  |   | 13,377,000 |  |  |   | 13,562,000 | 
|Net effect of dilutive stock options  based on the treasury
stock method using average market
price |  |                    | 152,000    |                  |  |      | 142,000    |      |  |   | 130,000    |  |  |   | 142,000    | 
|                                                                                                     |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|Totals                                                                                               |  |                    | 13,487,000 |                  |  |      | 13,604,000 |      |  |   | 13,507,000 |  |  |   | 13,704,000 | 
|                                                                                                     |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|Net income                                                                                           |  | $                  | 4,260,000  |                  |  | $    | 4,490,000  |      |  | $ | 2,123,000  |  |  | $ | 725,000    | 
|                                                                                                     |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 
|Per share amount                                                                                     |  | $                  | 0.32       |                  |  | $    | 0.33       |      |  | $ | 0.16       |  |  | $ | 0.05       | 
|                                                                                                     |  |                    |            |                  |  |      |            |      |  |   |            |  |  |   |            | 

Weighted average shares outstanding for the three and six months ended July 31,
2001 were adjusted for a 10% stock dividend declared on August 20, 2002.

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VIRCO MFG. CORPORATION




Exhibit 99.1   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS 906 OF THE
ADOPTED SECTION PURSUANT TO SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Virco Mfg. Corporation (the
Company) on Form 10-Q for the period ending July 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Robert
A. Virtue, President of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best
of my knowledge:



| | (1) |  | The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and                              
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | The information contained in the Report fairly presents,
in all material respects, the financial condition and
result of operations of the Company.

|      |  |                    |  |                          
|----- |  | ------------------ |  | -------------------------
|Date: |  | September 13, 2002 |  | /s/ Robert A. Virtue     
|      |  |                    |  |                          
|      |  |                    |  | Robert A. VirtuePresident

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VIRCO MFG. CORPORATION




Exhibit 99.2  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS 906 OF THE
ADOPTED SECTION PURSUANT TO SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Virco Mfg. Corporation (the
Company) on Form 10-Q for the period ending July 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the Report), I, Robert
E. Dose, Vice President  Finance of the Company, certify, pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:



| | (1) |  | The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and                              
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | The information contained in the Report fairly presents,
in all material respects, the financial condition and
result of operations of the Company.

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

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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: |  | September 13, 2002 |  | By:                    |  | /s/ Robert E. Dose                     
|      |  |                    |  |                        |  |                                        
|      |  |                    |  |                        |  | Robert E. Dose
Vice President  Finance
|Date: |  | September 13, 2002 |  | By:                    |  | /s/ Bassey Yau                         
|      |  |                    |  |                        |  |                                        
|      |  |                    |  |                        |  | Bassey Yau
Corporate 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 10Q 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.                       

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##### Table of Contents



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

20