**EXHIBIT 31.2****CERTIFICATION OF CHIEF FINANCIAL OFFICER**I, Robert E. Dose, certify that:1. I have reviewed this Quarterly Report on Form 10-Q of Virco Mfg. Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by thisreport;3. Based on my knowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:**a.** Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during theperiod in which this report is being prepared; **b.** Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation offinancial statements for external purposes in accordance withgenerally accepted accounting principles; **c.** Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this reportbased on such evaluation; and **d.** Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing the equivalent functions):**a.** All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and **b.** Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’sinternal control over financial reporting.        Date: September 8, 2006 */s/ Robert E. Dose*   *Robert E. Dose*   *Vice President of Finance of Virco Mfg. Corporation*