<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM 10-Q

For Quarter Ended   July 31, 2000      Commission File Number      1-8777
                  ---------------                             --------------


                             VIRCO MFG. CORPORATION
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                       95-1613718
 -------------------------------                      -------------------
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)


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

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

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


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

     The number of shares outstanding of each of the issuer's classes of common
stock, as of September 1, 2000.

                   Common Stock          11,338,578 Shares*

* Adjusted for 10% stock dividend declared August 15, 2000, date of record
September 7, 2000, payable September 29, 2000.


<PAGE>   2



                             VIRCO MFG. CORPORATION

                                      INDEX

Part I.  Financial Information

     Item 1. Financial Statements (unaudited)

             Condensed consolidated balance sheets - July 31, 2000 and January
             31, 2000

             Condensed consolidated statements of income - Three months ended
             July 31, 2000 and 1999.

             Condensed consolidated statements of income - Six months ended
             July 31, 2000 and 1999.

             Condensed consolidated statements of cash flows - Six months
             ended July 31, 2000 and 1999.

             Notes to condensed consolidated financial statements - July 31,
             2000

     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

     Signatures




                                       2
<PAGE>   3



                                     PART I


Item 1. Financial Statements

                             VIRCO MFG. CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               Unaudited (Note 1)



(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>

        ASSETS                                        7/31/2000       1/31/2000
        ------                                        ---------       ---------
<S>                                                   <C>             <C>
Current assets
    Cash                                              $     751       $   1,072

    Accounts and notes receivable                        58,412          27,584
      Less allowance for doubtful accounts                 (472)           (200)
                                                      ---------       ---------
      Net accounts and notes receivable                  57,940          27,384

    Inventories (Note 2)
      Finished goods                                     44,445          35,795
      Work in process                                    11,354           9,260
      Raw materials and supplies                         13,805          12,003
                                                      ---------       ---------
      Total inventories                                  69,604          57,058

    Income taxes receivable                                --             1,753
    Prepaid expenses and deferred income tax              2,251           2,659
                                                      ---------       ---------
Total current assets                                    130,546          89,926

Property, plant & equipment
      Cost                                              145,327         136,315
      Less accumulated depreciation                     (52,685)        (48,378)
                                                      ---------       ---------
      Net property, plant & equipment                    92,642          87,937

Other assets                                             13,021          13,000
                                                      ---------       ---------
Total assets                                          $ 236,209       $ 190,863
                                                      =========       =========
</TABLE>



See notes to condensed consolidated financial statements.




                                       3
<PAGE>   4



                             VIRCO MFG. CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               Unaudited (Note 1)


(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>

        LIABILITIES AND STOCKHOLDERS' EQUITY                                      7/31/2000        1/31/2000
        ------------------------------------                                      ---------        ---------
<S>                                                                                <C>             <C>
Current liabilities
    Checks released but not yet cleared bank                                       $   6,231       $   4,786
    Accounts payable                                                                  21,446          19,749
    Accrued compensation and employee benefits                                         9,073          10,333
    Current maturities on long-term debt                                               2,049           1,998
    Other current liabilities                                                          5,250           1,637
                                                                                   ---------       ---------
Total current liabilities                                                             44,049          38,503

Non-current liabilities
    Long term debt (less current portion)                                             77,845          46,027
    Other non-current liabilities                                                      9,354           7,968
                                                                                   ---------       ---------
Total non-current liabilities                                                         87,199          53,995

Deferred income taxes                                                                  4,531           4,531

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; 10,957,770 issued at
      7/31/2000 and 10,952,350 shares issued at 1/31/2000                                110             110
    Additional paid-in capital                                                        84,637          84,635
    Retained earnings                                                                 27,193          20,242
    Less treasury stock at cost (649,972 shares at 7/31/2000
    and 621,874 shares at 1/31/2000)                                                 (10,975)        (10,692)
    Less unearned ESOP shares                                                           (115)            (41)
    Less accumulated comprehensive loss                                                 (420)           (420)
                                                                                   ---------       ---------
Total stockholders' equity                                                           100,430          93,834
                                                                                   ---------       ---------
Total liabilities and stockholders' equity                                         $ 236,209       $ 190,863
                                                                                   =========       =========
</TABLE>


See notes to condensed consolidated financial statements.



                                       4
<PAGE>   5


                             VIRCO MFG. CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               Unaudited (Note 1)



(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                               ----------------------
                                                               7/31/2000    7/30/1999
                                                               ---------    ---------
<S>                                                             <C>          <C>
Net sales                                                       $98,917      $88,224
Cost of goods sold                                               66,773       57,756
                                                                -------      -------
Gross profit                                                     32,144       30,468


Selling, general and administrative and other                    22,588       18,605
Provision for doubtful accounts                                     144          266
Interest expense                                                  1,614          898
                                                                -------      -------
                                                                 24,346       19,769

Income before income taxes                                        7,798       10,699

Income taxes                                                      3,041        4,172
                                                                -------      -------

Net income                                                      $ 4,757      $ 6,527
                                                                =======      =======


Earnings per share                                              $   .42      $   .57
Earnings per share - assuming dilution                          $   .41      $   .56

Weighted average share outstanding (a)                           11,358       11,485
Weighted average share outstanding - assuming dilution (a)       11,501       11,700

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


(a) Adjusted for 10% stock dividend declared August 15, 2000.

See notes to condensed consolidated financial statements.



                                       5
<PAGE>   6


                             VIRCO MFG. CORPORATION

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               Unaudited (Note 1)



(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                -------------------------
                                                                7/31/2000       7/30/1999
                                                                ---------       ---------
<S>                                                             <C>             <C>
Net sales                                                       $ 145,175       $ 125,703
Cost of goods sold                                                 98,925          83,874
                                                                ---------       ---------
   Gross profit                                                    46,250          41,829


Selling, general and administrative and other                      39,088          32,658
Provision for doubtful accounts                                       269             384
Interest expense                                                    2,766           1,309
Gain on sale of real estate                                        (7,945)           --
                                                                ---------       ---------
                                                                   34,178          34,351

Income before income taxes                                         12,072           7,478

Income taxes                                                        4,708           2,916
                                                                ---------       ---------

     Net income                                                 $   7,364       $   4,562
                                                                =========       =========


Earnings per share                                              $     .65       $     .39
Earnings per share - assuming dilution                          $     .64       $     .39

Weighted average share outstanding (a)                             11,361          11,595
Weighted average share outstanding - assuming dilution (a)         11,500          11,810

Dividend per share
Cash (a)                                                        $     .04       $     .03

</TABLE>


(a) Adjusted for 10% stock dividend declared August 15, 2000.

See notes to condensed consolidated financial statements.



                                       6
<PAGE>   7


                             VIRCO MFG. CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                               Unaudited (Note 1)


(Dollar amounts in thousands)
<TABLE>
<CAPTION>

                                                                              Six Months Ended
                                                                          ------------------------
                                                                          7/31/2000      7/31/1999
                                                                          ---------      ---------
<S>                                                                        <C>            <C>
Cash flows from operating activities
    Net income                                                             $  7,364       $  4,562
    Adjustments to reconcile net income to net cash used in operating
    activities:
    Depreciation                                                              6,320          4,705
    Provision for doubtful accounts                                             269            384
    (Gain)Loss on sales of fixed asset                                       (7,948)            18
    Change in assets and liabilities:
      Accounts and notes receivable                                         (30,825)       (27,492)
      Inventories                                                           (12,546)        (8,318)
      Prepaid expenses and deposits                                             408            202
      Income taxes receivable/payable                                         1,743          1,798
      Accounts payable and accrued expenses                                   6,891          3,574
                                                                           --------       --------
Net cash used in operating activities                                       (28,324)       (20,567)

Cash flows from investing activities
    Capital expenditures                                                    (12,466)       (15,462)
    Proceeds from sale of assets                                              9,389             41
    Net investment in life insurance                                            (21)        (1,004)
                                                                           --------       --------

Net cash used in investing activities                                        (3,098)       (16,425)

Cash flows from financing activities
    Issuance of long-term debt                                               32,810         41,132
    Repayment of long-term debt                                                (941)        (1,282)
    Payment of cash dividend                                                   (413)          (386)
    Purchase of treasury stock                                                 (283)        (3,051)
    Issuance of common stock                                                      2             31
    Loans to ESOP                                                               (74)           149
                                                                           --------       --------

Net cash provided by financing activities                                    31,101         36,593

Net change in cash                                                             (321)          (399)
Cash at beginning of period                                                   1,072          1,086
                                                                           --------       --------
Cash at end of period                                                      $    751       $    687
                                                                           ========       ========

</TABLE>

See notes to condensed consolidated financial statements


                                       7
<PAGE>   8


                             VIRCO MFG. CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         July 31, 2000 and July 31, 1999


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 period ended July
          31, 2000 are not necessarily indicative of the results that may be
          expected for the year ended January 31, 2001. The balance sheet at
          January 31, 2000 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, 2000.

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, 2000. 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 six months ended July 31, 2000 were computed
          using the effective tax rate estimated to be applicable for the full
          fiscal year, which is subject to ongoing review and evaluation by
          management.

Note 4.   Significant Accounting Policies
------
          The weighted average number of shares used in the computation of
          diluted net income per share were 11,501,000 and 11,700,000 for the
          quarter ended July 31, 2000 and July 31, 1999, respectively. The
          weighted average number of shares used in the computation of diluted
          net income per share were 11,500,000 and 11,810,000 for the six months
          ended July 31, 2000 and July 31, 1999, respectively. Per share and
          weighted-average share amounts for the second quarter and six months
          ended July 31, 1999 have been restated to reflect a 10% stock dividend
          payable on September 29, 2000 to stockholders of record as of
          September 7, 2000.


                                       8
<PAGE>   9

          Comprehensive income includes net income and minimum pension liability
          adjustments. Comprehensive income was $4,757,000 and $6,527,000 for
          the quarter ended July 31, 2000 and July 31, 1999, respectively.
          Comprehensive income was $7,364,000 and $4,562,000 for the six months
          ended July 31, 2000 and July 31, 1999, respectively.

          The Financial Accounting Standards Board has issued Statement of
          Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
          Instruments and for Hedging Activities." SFAS 133 requires derivatives
          to be recorded on the balance sheet at fair value and establishes
          special accounting for the following three types of hedges: hedges of
          changes in the fair value of assets, liabilities or firm commitments
          (referred to as fair value hedges); hedges of the variable cash flows
          of forecasted transactions (cash flow hedges); and hedges of foreign
          currency exposures of net investments in foreign operations. The
          accounting treatment and criteria for each of the three types of
          hedges is unique. Changes in fair value of derivatives that do not
          meet the criteria of one of these three categories of hedges would be
          included in income. SFAS 133 was amended by SFAS 137, which delayed
          its effective date. The Company does not believe that adopting this
          standard will have a material effect on its financial position,
          results of operations and cash flows. Currently, the Company does not
          anticipate adopting this standard before February 1, 2001.

Note 5.   Gain on Sale of Real Estate
-------
          On April 25, 2000, the Company finalized the sale of its Torrance,
          California, warehouse. The Company received $9,385,000 in cash and
          recorded $7,945,000 pre-tax gain on disposition during the quarter
          ended April 30, 2000.

Note 6.   Amendment to Credit Facility
-------
          Beginning July 1, 2000, the credit facility with Wells Fargo Bank is
          expanded to $90,000,000 from $80,000,000. The maximum principal amount
          available under this note shall be reduced automatically on September
          30, 2000, and on each January 1, commencing January 1, 2001, by the
          amount of $10,000,000.




                                       9
<PAGE>   10


                             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 2000, the Company had a net income of $4,757,000 on
sales of $98,917,000 compared to a net income of $6,527,000 on sales of
$88,224,000 in the same period last year. Earnings were $.41 per share compared
to $.56 per share in the same period last year, after giving effect to the 10%
stock dividend declared August 15, 2000. For the six months ended July 31, 2000,
the Company earned net income of $7,364,000 on sales of $145,175,000 compared to
net income of $4,562,000 on sales of $125,703,000 in the same period last year.
Earnings were $.64 per share compared to $.39 per share in the same period last
year, after giving effect to the 10% stock dividend declared August 15, 2000.

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 and
changes in the buying pattern of educational customers. Sales for the second
quarter increased $10,693,000 compared to the same period last year. Backlog at
July 31, 2000 was slightly lower compared to the same time last year.
Approximately 75% of the increase in sales for the first six months were from
educational sales and the balance from commercial sales. The increase in
Education sales was attributable to the Company pursuing an aggressive pricing
policy, combined with a strong market for education products. The increase in
Commercial sales was consistent with prior year's growth in our private school,
hospitality, convention center and church markets. In the prior year, the growth
in these markets was offset by declines in sales to mass merchants. In the
current quarter, there was no such reduction in mass merchant sales.

Gross profit for the second quarter, as a percentage of sales, decreased by 2%
compared to the same period last year. During the six months ended July 31,
2000, the Company incurred pressure on margins relating to aggressive pricing to
stimulate sales, cost increases for raw materials and higher labor rates. These
pressures were slightly offset by improved efficiency in the manufacturing
facilities. Although factory spending increased compared to the prior year,
production increased by a greater percentage than did factory spending.

Selling, general and administrative expense and other for the quarter ended July
31, 2000 is approximately $3,983,000 more than the same period last year.
Freight and selling expenses increased as a result of the increased sales volume
and increased shipping and warehousing costs. In addition to reduced margins as
discussed above, the Company invested in additional inventory, customer service
representatives, and installation staff to provide enhanced levels of customer
service and on-time delivery. Administrative expenses increased in large part
due to information technology expenses relating to the SAP Enterprise Resource
Planning System. This system, which went live in March of 1999, has been
enhanced throughout the last year. Some of the enhancements, including sales
force automation and a business to business Website, were not activated until
February 2000.

Interest expense increased by $716,000 due to a higher average borrowing balance
and higher interest rates for the quarter ended July 31, 2000 compared to the
same period last year. The increase in borrowings was attributable to capital
spending on the Conway, Arkansas facility expansion and an increase in cash used
in building inventory in anticipation of strong summer delivery activities.




                                       10
<PAGE>   11


FINANCIAL CONDITION:

As a result of seasonally high shipments in the second quarter, accounts
receivable increased by approximately $30,825,000 compared to year-end. In
anticipation of strong third quarter deliveries, inventory increased by
$12,546,000 compared to year-end. This increase in accounts receivable and
inventory was financed through the credit facility with Wells Fargo Bank.

Capital spending for the quarter ended July 31, 2000 was $12,466,000 compared to
$15,462,000 for the same period last year. For the quarter ended July 31, 2000,
capital investments included machinery and equipment and construction of the
second 400,000 sq. ft. segment of the 800,000 sq. ft. warehouse and distribution
facility in Conway, Arkansas. As discussed in the Company's 1999 annual report,
construction on the first 400,000 sq. ft. segment began in March 1999 and was
completed and fully operational in December 1999. The second 400,000 sq. ft.
segment is in operation as of July 31, 2000. Higher capital spending for the
same period in last year was primarily related to the Conway, Arkansas facility
expansion and SAP project. The Company believes that its investments in
infrastructure and information systems will ultimately deliver improved
operating efficiency. For further discussions on these two projects, please
refer to the Company's 1999 annual report. These capital investments and the
ongoing capital expenditures are being financed through credit facilities
established with Wells Fargo Bank, the sale of real estate, and operating cash
flow. Beginning July 1, 2000, the credit facility with Wells Fargo Bank is
expanded to $90,000,000 from $80,000,000. The maximum principal amount available
under this note shall be reduced automatically on September 30, 2000, and on
each January 1, commencing January 1, 2001, by the amount of $10,000,000. At
July 31, 2000, the Company has approximately $13,733,000 available under its
credit facility with Wells Fargo Bank.

Net cash used in operating activities for the six months ended July 31, 2000 was
$28,324,000 compared to $20,567,000 for the same period last year. The increase
in cash used in operating activities was primarily due to the increase in
inventory and trade receivables partly offset by cash received from the sale of
the Torrance warehouse during the first quarter ended April 30, 2000. Long term
debt was $77,845,000 as of July 31, 2000 compared to $46,027,000 as of January
31, 2000.

In April 1998, the Board of Directors approved a stock buyback program giving
authorization to buy back up to $5,000,000 of common stock. The amount
authorized was subsequently increased to $14,000,000. As of July 31, 2000, the
Company has repurchased approximately 617,000 shares at a cost of approximately
$10,509,000 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 cash flows and borrowing
capacity under the Wells Fargo line allow.

On August 15, 2000, the Company's Board of Directors authorized a 10% stock
dividend payable on September 29, 2000 to stockholders on record as of September
7, 2000. In the same meeting, the Board also authorized a $0.02 per share cash
dividend payable on October 31, 2000 to stockholders on record as of October 13,
2000. For the six months ended July 31, 2000, the Company paid $413,000 in cash
dividends.

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.

YEAR 2000 COMPLIANCE

As of the date of this report, the Company has experienced no significant
problems related to the Year 2000 issue. After extensive system verification and
testing, all computerized information and process control systems


                                       11
<PAGE>   12

are operating normally. The performance of critical customers and suppliers
continues without notable change. Production and business activities are normal
at all locations. The Company continues to monitor the status of its operations,
suppliers and distribution channels to ensure no significant interruptions.

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, 2000.

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 initial notional swap amount is $30,000,000 for the
period February 22, 2000 through February 29, 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 1.25% to 1.50%.

As of July 31, 2000, the Company has borrowed $71,548,000 under its Wells Fargo
credit facility, of which $30,000,000 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
$148,000 per fiscal quarter and $270,000 for the six months ended July 31, 2000.
The Company would benefit from a similar interest savings if the base rate were
to fluctuate downward by a like amount.




                                       12
<PAGE>   13


                                     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 20, 2000.

          Election of three directors whose term expire in 2003.

<TABLE>
<CAPTION>

                                                         Votes For
                                                         ---------
          <S>                                            <C>
          Robert A. Virtue                               8,768,150
          Donald A. Patrick                              8,880,854
          Robert K. Montgomery                           8,868,823

</TABLE>


Item 6.   Exhibits and Reports on Form 8-K

          Exhibit (11) - Statement re: Computation of Earnings Per Share



                                       13
<PAGE>   14

                             VIRCO MFG. CORPORATION

         Exhibit (11) - Statement re: Computation of Earnings Per Share


<TABLE>
<CAPTION>

                                                               Three Months Ended                 Six Months Ended
                                                                    July 31                            July 31
                                                             ---------------------             ----------------------
                                                             2000             1999              2000             1999
                                                             ----             ----              ----             ----
<S>                                                       <C>               <C>               <C>             <C>
Diluted earnings per share

Average shares outstanding                                11,358,000        11,485,000        11,361,000      11,595,000


Net effect of dilutive stock options - based on the
treasury stock method using average market price             143,000           215,000           139,000         215,000
                                                         -----------      ------------      ------------     -----------
Totals                                                    11,501,000        11,700,000        11,500,000      11,810,000
                                                         ===========      ============      ============     ===========

Net income                                               $ 4,757,000      $  6,527,000      $  7,364,000     $ 4,562,000
                                                         ===========      ============      ============     ===========

Per share amount                                               $ .41            $  .56            $  .64           $ .39
                                                               =====            ======            ======           =====

</TABLE>

Weighted average shares outstanding for the three months and six months ended
July 31, 1999 were adjusted for 10% stock dividend declared August 15, 2000.




                                       14
<PAGE>   15


                             VIRCO MFG. CORPORATION

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             VIRCO MFG. CORPORATION




Date:     September 12, 2000                 By:     /s/ Robert E. Dose
        -----------------------                  ------------------------------
                                                 Robert E. Dose
                                                 Vice President - Finance




Date:     September 12, 2000                 By:     /s/  Bassey Yau
        -----------------------                  ------------------------------
                                                  Bassey Yau
                                                  Corporate Controller




                                       15