<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     October 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 December 1, 2000.

            Common Stock                          11,344,694 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 - October 31, 2000 and
                  January 31, 2000

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

                  Condensed consolidated statements of income - Nine months
                  ended October 31, 2000 and 1999

                  Condensed consolidated statements of cash flows - Nine months
                  ended October 31, 2000 and 1999

                  Notes to condensed consolidated financial statements -
                  October 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
                  None

     Item 6.      Exhibits and Reports on Form 8-K
                  Exhibit (11) - Statement re: Computation of Earnings Per Share

     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                                        10/31/2000      1/31/2000
        ------                                        ----------      ---------
<S>                                                   <C>             <C>
Current assets
    Cash                                              $     359       $   1,072

    Accounts and notes receivable                        45,238          27,584
      Less allowance for doubtful accounts                 (429)           (200)
                                                      ---------       ---------
      Net accounts and notes receivable                  44,809          27,384

    Inventories (Note 2)
      Finished goods                                     27,546          35,795
      Work in process                                    10,706           9,260
      Raw materials and supplies                         12,911          12,003
                                                      ---------       ---------
      Total inventories                                  51,163          57,058

    Income taxes receivable                                --             1,753
    Prepaid expenses and deferred income tax              2,050           2,659
                                                      ---------       ---------
Total current assets                                     98,381          89,926

     Property, plant & equipment
      Cost                                              149,784         136,315
      Less accumulated depreciation                     (55,534)        (48,378)
                                                      ---------       ---------
      Net property, plant & equipment                    94,250          87,937

       Other assets                                      13,025          13,000
                                                      ---------       ---------
Total assets                                          $ 205,656       $ 190,863
                                                      =========       =========
</TABLE>




See notes to condensed consolidated financial statements.




                                       3
<PAGE>   4


                             VIRCO MFG. CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                               Unaudited (Note 1)


<TABLE>
<CAPTION>
(Dollar amounts in thousands, except per share data)

    LIABILITIES AND STOCKHOLDERS' EQUITY                                           10/31/2000      1/31/2000
    ------------------------------------                                           ----------      ---------
<S>                                                                                <C>             <C>


Current liabilities
    Checks released but not yet cleared bank                                       $   4,798       $   4,786
    Accounts payable                                                                  11,152          19,749
    Accrued compensation and employee benefits                                         8,784          10,333
    Current maturities on long-term debt                                               2,049           1,998
    Income tax payable                                                                 2,283            --
    Other current liabilities                                                          4,836           1,637
                                                                                   ---------       ---------
Total current liabilities                                                             33,902          38,503

Non-current liabilities
    Long term debt (less current portion)                                             54,711          46,027
    Other non-current liabilities                                                      8,306           7,968
                                                                                   ---------       ---------
Total non-current liabilities                                                         63,017          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; 11,992,244 issued at
      10/31/2000 and 10,952,350 shares issued at 1/31/2000
                                                                                         120             110
    Additional paid-in capital                                                        97,416          84,635
    Retained earnings                                                                 18,459          20,242
    Less treasury stock at cost (660,786 shares at 10/31/2000 and 621,874
    shares at 1/31/2000)                                                             (11,125)        (10,692)
    Less unearned ESOP shares                                                           (244)            (41)
     Less accumulated comprehensive loss                                                (420)           (420)
                                                                                   ---------       ---------
Total stockholders' equity                                                           104,206          93,834
                                                                                   ---------       ---------
Total liabilities and stockholders' equity                                         $ 205,656       $ 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
                                                               --------------------------
                                                               10/31/2000      10/31/1999
                                                               ----------      ----------
<S>                                                            <C>             <C>
Net sales                                                       $ 95,866        $ 93,895
Cost of goods sold                                                67,550          60,212
                                                                --------        --------
Gross profit                                                      28,316          33,683


Selling, general and administrative and other                     23,978          22,661
Provision for doubtful accounts                                      (52)           --
Interest expense                                                   1,491             506
Other income                                                      (4,052)           --
                                                                --------        --------
                                                                  21,365          23,167

Income before income taxes                                         6,951          10,516

Income taxes                                                       2,711           4,102
                                                                --------        --------

Net income                                                      $  4,240        $  6,414
                                                                ========        ========


Earnings per share                                              $    .37        $    .56
Earnings per share - assuming dilution                          $    .37        $    .55

Weighted average shares outstanding (a)                           11,335          11,446
Weighted average shares outstanding - assuming dilution (a)       11,487          11,658

Dividend per share
Cash (a)                                                        $    .02        $    .02
Stock                                                                 10%             10%
</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>
                                                                   Nine Months Ended
                                                               ---------------------------
                                                               10/31/2000       10/31/1999
                                                               ----------       ----------
<S>                                                            <C>              <C>
Net sales                                                       $ 241,041        $ 219,598
Cost of goods sold                                                166,475          144,086
                                                                ---------        ---------
   Gross profit                                                    74,566           75,512


Selling, general and administrative and other                      63,066           55,322
Provision for doubtful accounts                                       217              381
Interest expense                                                    4,257            1,815
Gain on sale of real estate                                        (7,945)            --
Other income                                                       (4,052)            --
                                                                ---------        ---------
                                                                   55,543           57,518

Income before income taxes                                         19,023           17,994

Income taxes                                                        7,419            7,018
                                                                ---------        ---------

     Net income                                                 $  11,604        $  10,976
                                                                =========        =========


Earnings per share                                              $    1.02        $     .95
Earnings per share - assuming dilution                          $    1.01        $     .94

Weighted average shares outstanding (a)                            11,360           11,523
Weighted average shares outstanding - assuming dilution (a)        11,501           11,738

Dividend per share
Cash (a)                                                        $     .06        $     .05
Stock                                                                  10%              10%
</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)


<TABLE>
<CAPTION>
    (Dollar amounts in thousands)                                            Nine Months Ended
                                                                         -------------------------
                                                                         10/31/2000     10/31/1999
                                                                         ----------     ----------
<S>                                                                      <C>            <C>
Cash flows from operating activities
    Net income                                                             $ 11,604       $ 10,976
    Adjustments to reconcile net income to net cash used in operating
    activities:
    Depreciation                                                              9,838          7,198
    Provision for doubtful accounts                                             217            381
    (Gain)Loss on sales of fixed assets                                      (7,950)           175
    Change in assets and liabilities:
      Accounts and notes receivable                                         (17,642)       (18,762)
      Inventories                                                             5,895          3,631
      Prepaid expenses and deposits                                             609            253
      Income taxes receivable/payable                                         4,036          2,371
      Accounts payable and accrued expenses                                  (6,608)         3,952
                                                                           --------       --------

Net cash (used in) provided by operating activities                              (1)        10,175

Cash flows from investing activities
    Capital expenditures                                                    (18,331)       (26,343)
    Proceeds from sale of fixed assets                                       10,130             41
    Net investment in life insurance                                            (14)        (1,046)
                                                                           --------       --------

Net cash used in investing activities                                        (8,215)       (27,348)

Cash flows from financing activities
    Issuance of long-term debt                                               10,252         24,563
    Repayment of long-term debt                                              (1,517)        (1,690)
    Payment of cash dividend                                                   (608)          (592)
    Purchase of treasury stock                                                 (433)        (3,741)
    Issuance of common stock                                                     12             31
    Loans to ESOP                                                              (203)            54
                                                                           --------       --------

Net cash provided by financing activities                                     7,503         18,625

Net change in cash                                                             (713)         1,452
Cash at beginning of period                                                   1,072          1,086
                                                                           --------       --------
Cash at end of period                                                      $    359       $  2,538
                                                                           ========       ========
</TABLE>




See notes to condensed consolidated financial statements.




                                       7
<PAGE>   8


                             VIRCO MFG. CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      October 31, 2000 and October 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
          October 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 October 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 nine months ended October 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 was 11,487,000 and 11,658,000 for the
          quarter ended October 31, 2000 and October 31, 1999, respectively. The
          weighted average number of shares used in the computation of diluted
          net income per share was 11,501,000 and 11,738,000 for the nine months
          ended October 31, 2000 and October 31, 1999, respectively. Per share
          and weighted-average share amounts for the three months and nine
          months ended October 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.

          Comprehensive income includes net income and minimum pension liability
          adjustments. Comprehensive income was $4,240,000 and $6,414,000 for
          the quarter ended October 31, 2000 and October 31, 1999, respectively.
          Comprehensive income was $11,604,000 and $10,976,000 for the nine
          months ended October 31, 2000 and October 31, 1999, respectively.




                                       8
<PAGE>   9

          The Financial Accounting Standards Board has issued Statement of
          Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
          Instruments and for Hedging Activities, as amended by SFAS No. 138
          "Accounting for Certain Derivative Instruments and Certain Hedging
          Activities-an Amendment of FASB Statement 133." SFAS 133, as amended,
          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. 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,
          the required effective date.

          In December 1999, the Securities and Exchange Commission issued Staff
          Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial
          Statements, which summarizes the SEC Staff's views on applying certain
          generally accepted accounting principles to revenue recognition in
          financial statements. Additionally, the Company is considering the
          effect of Emerging Issues Task Force (EITF) No. 00-10, Accounting for
          Shipping and Handling Fees and Costs, which addresses in a sale
          transaction for goods, how the seller should classify amounts billed
          and incurred for shipping and handling in the income statement and the
          composition or types of costs that would be required to be classified
          as costs of goods sold. The Company does not believe that these
          pronouncements will have a material effect on its revenue recognition
          policies or on net income. The Company plans to make any required
          reclassifications of amounts billed and incurred for shipping and
          handling in the fourth quarter of the fiscal year ending January 31,
          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 a $7,945,000 pre-tax gain on disposition during the quarter
          ended April 30, 2000.

Note 6.   Amendment to Credit Facility

          On July 1, 2000, the credit facility with Wells Fargo Bank was
          expanded to $90,000,000 from $80,000,000. The maximum principal amount
          available under this note was reduced by $10,000,000 on September 30,
          2000 and shall be reduced automatically on January 1, 2001 and
          January 1, 2002, by the amount of $10,000,000.

Note 7.   Other Income

          In October 2000, the Company entered into a confidential settlement of
          a dispute involving past services related to the installation of
          non-manufacturing equipment for which it received a final cash payment
          in November 2000. This payment is a non-recurring amount unrelated to
          the Company's ongoing operations. In the third quarter October 31,
          2000, the Company recognized $4,052,000 in other income from this
          settlement.

Note 8.   Subsequent Event




                                       9
<PAGE>   10


          Subsequent to the quarter ended October 31, 2000, the Company embarked
          on a program to consolidate many of the functions currently performed
          by its Conway and Torrance divisions. Beginning in the fourth quarter
          of 2000 and continuing through 2001, the Company will be consolidating
          the staffs and activities of its division accounting, engineering,
          purchasing, customer service, and human resources departments. At the
          same time, the Company will be converting the Torrance and Conway
          divisions to cost centers instead of profit centers. The consolidation
          involves the immediate layoff of approximately 140 employees at both
          divisions. The cost of severance packages associated with the layoff,
          which will be recorded in the fourth quarter of this year ending
          January 31, 2001, is expected to be approximately $750,000 to
          $1,000,000.






                                       10
<PAGE>   11



                                                        VIRCO MFG. CORPORATION


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

Results of Operations:

For the third quarter ended October 31, 2000, the Company earned net income of
$4,240,000 on sales of $95,866,000 compared to net income of $6,414,000 on sales
of $93,895,000 in the same period last year. Earnings were $.37 per share
compared to $.55 per share in the same period last year, after giving effect to
the 10% stock dividend declared August 15, 2000. For the nine months ended
October 31, 2000, the Company earned net income of $11,604,000 on sales of
$241,041,000 compared to net income of $10,976,000 on sales of $219,598,000 in
the same period last year. Earnings were $1.01 per share compared to $.94 per
share in the same period last year, after giving effect to the 10% stock
dividend declared August 15, 2000.

Sales for the third quarter and year to date 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. Sales
for the third quarter increased slightly compared to the same period last year.
Backlog at October 31, 2000 was slightly lower compared to the same time last
year. Approximately 94% of the increase in sales for the three months ended
October 31, 2000 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 during the bidding season of late 1999/early 2000
with the intention of filling up our new factory capacity. Revenues for the year
have increased 9.8%, but unit prices in 17 of our top 20 product lines, which
together represent over 87% of our total sales, actually registered lower
average prices than in 1999.

Gross profit for the third quarter ended October 31, 2000, as a percentage of
sales, decreased by 6.3% compared to the same period last year. Gross profit for
the nine months ended October 31, 2000, as a percentage of sales, decreased by
3.5% compared to the same period last year. In addition to the reduction in
selling prices described above, the Company incurred increases in material
prices for steel, key plastic resins and packaging. Finally, when the rate of
growth in sales slowed down during the third quarter, the Company reduced levels
of production in the factories, incurring unfavorable manufacturing variances.
The Company is taking immediate action to correct both the pricing and cost
issues, but given the seasonal nature of our business, we expect the fourth
quarter to continue the current negative trend.

Selling, general and administrative expense for the third quarter ended October
31, 2000 increased by $1,265,000 as compared to the same period last year. For
the nine months ended October 31, 2000, selling, general and administrative
expense increased by $7,580,000 as compared to the same period last year. The
increase for the third quarter and for the nine months ended October 31, 2000
was attributable to increased shipping and warehousing costs, increased
depreciation expense, increased retirement expense and offset slightly by
decreased product liability costs and decreased professional and contract
services. The Company also incurred additional costs such as increased customer
service representatives and installation staff in order to provide enhanced
levels of customer service and on-time delivery.

Interest expense increased by $985,000 for the quarter ended October 31, 2000 as
compared to the same period last year. For the nine months ended October 31,
2000, interest expense increased by $2,442,000 as compared to the same period
last year. The increase in interest expense was attributable to a higher average
borrowing balance as a result of increased capital spending on the Conway,
Arkansas facility, increased capital investment on the SAP Enterprise Resource
Planning System and increased cash used to build inventory for summer delivery.




                                       11
<PAGE>   12
Other income increased by $4,052,000 for quarter and the nine months ended
October 31, 2000 as compared to the same period last year. The increase was
attributable to the Company entered into a confidential settlement of a dispute
involving past services related to the installation of non-manufacturing
equipment for which the Company received a final cash payment in November 2000.
This payment is a non-recurring amount unrelated to the Company's ongoing
operations.

Financial Condition:

As a result of seasonally high shipments and a settlement of a dispute discussed
above, accounts and notes receivable increased by approximately $17,642,000 and
inventory decreased by $5,895,000 compared to year-end.

Capital spending for the nine months ended October 31, 2000 was $18,331,000
compared to $26,343,000 for the same period last year. For the nine months ended
October 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. On July 1, 2000, the credit facility with Wells Fargo
Bank was expanded to $90,000,000 from $80,000,000. The maximum principal amount
available under this note was reduced by $10,000,000 on September 30, 2000 and
shall be reduced automatically on January 1, 2001 and January 1, 2002, by the
amount of $10,000,000. At October 31, 2000, the Company has approximately
$28,407,000 available under its credit facility with Wells Fargo Bank.

The Company has reached the end of its current cycle of heavy capital
investments. For the next three to five years, depending on sales volume and
market conditions, we expect capital investments to be no greater than
depreciation expense. Next year this figure will be even lower, probably in the
range of $6,000,000 to $8,000,000. This will free cash flow from operations
which will be used to pay down debt associated with our new Conway facility.

The Company is also pursuing the sale of three other facilities no longer
necessary for operations: our original factory in Los Angeles, California,
which has been held as a rental property, and our former woodshop and
compression molding plants in Conway, Arkansas, which have been used as
warehouses. The combined appraised value of these properties is approximately
$9,000,000. Proceeds from these sales will be used to pay down long-term debt.

Net cash (used in) provided by operating activities for the nine months ended
October 31, 2000 was ($1,000) compared to $10,175,000 for the same period last
year. The decrease of $10,176,000 in cash provided by operating activities was
primarily due to increases in inventory levels, as well as the reduction of
accounts payable and accrued expenses partly offset by increased tax payable
primarily due to the gain from the sale of the Torrance warehouse during the
first quarter ended April 30, 2000.

Issuance of long term debt was $10,252,000 for the nine months ended October 31,
2000 as compared to $24,563,000 for the same period last year. The reduction of
$14,311,000 is primarily attributable to the cash proceeds received as a result
of sale of Torrance warehouse, reduction in capital expenditures and reduction
of treasury stock purchase activities offset by a reduction in cash provided by
operating activities. Long term debt was $63,017,000 as of October 31, 2000
compared to $53,995,000 as of January 31, 2000.




                                       12
<PAGE>   13


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 October 31, 2000,
the Company has repurchased approximately 630,000 shares at a cost of
approximately $11,000,000 since the inception of this program in April 1998. For
the nine months ended October 31, 2000, the Company repurchased approximately
$433,000 of treasury stock as compared to $3,741,000 for the same period last
year. 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 nine months ended October 31, 2000, the Company paid $608,000 in
cash dividends as compared to $592,000 for the same period last year.

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 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.




                                       13
<PAGE>   14


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 October 31, 2000, the Company has borrowed $48,990,000 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
$117,000 per fiscal quarter and $387,000 for the nine months ended October 31,
2000. The Company would benefit from a similar interest savings if the base rate
were to fluctuate downward by a like amount.




                                       14
<PAGE>   15


                                     PART II

                             VIRCO MFG. CORPORATION

                                Other Information


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

                  NONE


         Item 6.  Exhibits and Reports on Form 8-K

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




                                       15
<PAGE>   16




                             VIRCO MFG. CORPORATION

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



<TABLE>
<CAPTION>
                                                      Three Months Ended                  Nine Months Ended
                                                            31-Oct                             31-Oct
                                                  ----------------------------      -----------------------------
                                                      2000            1999              2000              1999
                                                  -----------      -----------      ------------      -----------
<S>                                               <C>              <C>              <C>               <C>
Diluted earnings per share

Weighted average shares outstanding                11,335,000       11,446,000        11,360,000       11,523,000
Net effect of dilutive stock options - based
on the treasury stock method using average
market price                                          152,000          212,000           141,000          215,000
                                                  -----------      -----------      ------------      -----------
Totals                                             11,487,000       11,658,000        11,501,000       11,738,000
                                                  ===========      ===========      ============      ===========

Net income                                        $ 4,240,000      $ 6,414,000      $ 11,604,000      $10,976,000
                                                  ===========      ===========      ============      ===========

Per share amount                                  $      0.37      $      0.55      $       1.01      $      0.94
                                                  ===========      ===========      ============      ===========
</TABLE>



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







                                       16
<PAGE>   17



                             VIRCO MFG. CORPORATION

                                   SIGNATURES


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


                                     VIRCO MFG. CORPORATION




Date:      December 8, 2000          By:  /s/ Robert E. Dose
         --------------------             -----------------------------------
                                          Robert E. Dose
                                          Vice President - Finance




Date:      December 8, 2000          By:  /s/  Bassey Yau
         ---------------------            -----------------------------------
                                          Bassey Yau
                                          Corporate Controller




                                       17