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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]

For the fiscal year ended January 31, 2000.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from _______________ to_______________ .

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 (IRS Employer
incorporation or organization) Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered:
------------------- ------------------------------------------

Common Stock, $.01 Par Value American Stock Exchange

Securities pursuant to section 12(g) of the Act: None

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference or in Part III of this Form 10-K [X].

The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant on April 17, 2000, based on the closing price
at which such stock was sold on the American Stock Exchange on that date was
approximately $102,057,269.

The number of shares of Common Stock outstanding at April 17, 2000, was
10,334,913 shares.

Portions of registrant's definitive proxy statement, expected to be mailed to
stockholders on May 22, 2000, are incorporated into Part III as set forth
herein. Portions of registrant's Annual Report to Stockholders for the year
ended January 31, 2000 are incorporated into Part I and Part II as set forth
herein.

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VIRCO MFG. CORPORATION

INDEX TO ANNUAL REPORT ON FORM 10-K

Caption Page
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PART I

Item 1. Business........................................................................................... 4

Item 2. Properties......................................................................................... 6

Item 3. Legal Proceedings.................................................................................. 8

Item 4. Submission of Matters to a Vote of Security Holders................................................ 8

PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters............................... 9

Item 6. Selected Financial Data............................................................................ 9

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................................. 9

Item 7a. Quantitative and Qualitative Disclosures about Market Risk......................................... 9

Item 8. Financial Statements and Supplementary Data ....................................................... 9

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.............. 9

PART III

Item 10. Directors and Executive Officers of the Registrant................................................. 10

Item 11. Executive Compensation............................................................................. 11

Item 12. Security Ownership of Certain Beneficial Owners and Management..................................... 11

Item 13. Certain Relationships and Related Transactions..................................................... 11

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.................................... 12

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PART I

Item 1. Business

Introduction

Virco Mfg. Corporation, a Delaware Corporation, is a leader in the
design, production, and distribution of quality furniture for the
contract and education markets worldwide. Fifty years of product design
and manufacturing have resulted in a wide product line targeted for
facility managers. Examples of these facilities served by the Company
include public and private schools, colleges and universities,
convention centers, federal and state institutions, churches and other
businesses. We also sell to wholesalers, distributors, retailers and
catalog retailers. In order to divide the workload into manageable
amounts, Virco has divided the sales force into two groups: Education
and Commercial.

Virco has one product line and one catalog, which is used to promote
sales of product to all sales channels. A core marketing group, which
reports to the President and is composed of representatives from sales,
product development and corporate marketing prepares annual plans which
allocate resources for product development, marketing and selling
expense for all sales channels, customer service and the product
stocking plan (Quick Ship program).

Virco maintains two interdependent manufacturing and distribution
facilities: one in Torrance, California and one in Conway, Arkansas.
Customer service departments are located at each of these locations.
Much of our product line can be produced at either location, but many
products or components are produced at only one factory due to space,
cost or process requirements. Sales support and order fulfillment is
typically provided by the factory/distribution center nearest to the end
user.

The trend in educational sales is becoming increasingly seasonal. The
ability to forecast, finance, manufacture and warehouse furniture for
this narrow delivery window is a significant competency, which gives the
Company a competitive advantage in this market niche. The Company has
approximately one million sq. ft. of distribution and warehouse
facilities. Substantial warehouse space is required to build adequate
inventories to service the highly seasonal demand for educational sales.
Approximately 55% of total sales are delivered in June, July, August and
September with an even higher portion of educational sales delivered in
that period.

Virco has developed several competencies that position the Company to
service its selected markets. Included in these competencies is what we
believe to be the largest direct sales force in the education market for
classroom furniture, where our primary competitors rely upon
distributorships. Another important element of Virco's success is its
manufacturing capabilities. The Company has developed competencies in
several processes, which are important to the markets we serve. These
processes include finishing systems, plastic molding, metal fabrication
and woodworking. Virco's manufacturing facilities are located in
California and Arkansas. Over one million sq. ft. of manufacturing
and support facilities are organized for the production of furniture.

The Company has continued to make significant capital investments in the
Conway, Arkansas manufacturing facility, which services the eastern
region of the United States. In late 1997 and early 1998, the Company
acquired approximately 100 acres of land in Conway, Arkansas, which will
support up to 1,700,000 sq. ft. of manufacturing, warehousing, office,

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and showroom facilities. Capital spending at this location was
approximately $29,200,000 in 1999, $20,600,000 in 1998 and $6,100,000 in
1997. For a more detailed discussion on this expansion project, please
refer to the MD&A section of the Company's 1999 annual report and the
Property section of the Form 10-K.

Principal Products

The Company offers the broadest line of furniture for the K-12 market of
any Company in the United States. The Company also provides a variety of
products for the pre-school markets and has recently developed products
that are targeted for college, university, and corporate learning center
environments. These products include a variety of student and teacher
desks, chairs, computer stations, folding and adjustable height tables,
mobile tables, mobile cabinets, and folding and stacking chairs for
cafeteria and auditorium seating. The Company also produces a variety of
tables, chairs, and storage equipment designed primarily for the
hospitality market, convention centers, churches, and corporate and
government facilities.

The Company's primary furniture lines are constructed of tubular metal
legs and frames, combined with wood and plastic tops, plastic seats and
backs, upholstered seats and backs, and upholstered rigid polyethylene
and polypropylene shells. The Company purchases steel, aluminum,
plastic, polyurethane, polyethylene, polypropylene, plywood,
particleboard, cartons and other raw materials in the manufacture of its
principal products from many different sources and is not more
vulnerable on sources and availability than other manufacturers.

Marketing and Distribution

The educational product line is marketed through what we believe to be
the largest direct sales force in the educational furniture industry.
During the fourth quarter of 1997, Virco terminated distribution
arrangements with several major educational dealerships and increased
the size of the direct sales force to cover these territories. Virco has
historically increased both sales and margins in territories where our
direct sales force has replaced educational dealerships. The sales force
calls directly upon school business officials, who can include
purchasing agents or individual school principals where site based
management is practiced. Our direct sales force is considered to be an
important competitive advantage over competitors who rely primarily upon
dealer networks for distribution of their products. Significant portions
of educational furniture are sold on a bid basis.

Sales of commercial and contract furniture are made throughout the
United States by distributorships and by Company sales representatives
who service the distributorship network. Company representatives call
directly upon convention centers, individual hospitality installations,
and to mass merchants. Sales to this market include pre-schools, private
schools, and office training facilities, which typically purchase
furniture through commercial channels.

Sales are made to thousands of customers, and no single customer
represents a significant amount of the Company's business.

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Other Matters

Competition

The Company has numerous competitors in each of its markets. In the
educational furniture market, competitors include Artco-Bell, American
Desk, Royal, Smith Systems, Scholarcraft and Fleetwood. Competitors in
contract furniture vary depending upon the specific product line or
sales market and include Falcon Products, Inc., Krueger Metal Products,
Inc., Globe, MTS and Mity Lite.

Backlog

Sales order backlog for continuing operations of the consolidated
companies at January 31, 2000, totaled $16.0 million and approximates
five weeks of sales, compared to $12.0 million at January 31, 1999, and
$11.8 million at January 31, 1998.

Patents and Trademarks

Virco has a number of patents and trademarks for which the Company has
not appraised or established a value. It is believed that the loss of
any of the patents would not have a material effect on its manufacturing
business.

Employees

Virco Mfg. Corporation and its Subsidiaries employ approximately 2,600
full-time employees at various locations. Of this number, approximately
2,125 are involved in manufacturing and distribution, 325 in sales and
marketing and approximately 150 in administrative.

Environmental Compliance

The Company and other furniture manufacturers are subject to federal,
state and local laws and regulations relating to the discharge of
materials into the environment and the generation, handling, storage,
transportation and disposal of waste and hazardous materials. The
Company has expended, and may be expected to expend significant amounts
in the future for the investigation of environmental conditions,
installation of environmental control equipment, or remediation of
environmental contamination.

Item 2. Properties

Torrance, California

The Company leases a 560,000 sq. ft. office, manufacturing and
warehousing facility located on 23.5 acres of land. This facility is
occupied under a ten-year lease (with two five-year renewal options)
expiring January 2005. This facility also includes the corporate
headquarters, the West Coast showroom, and all West Coast distribution
operations. In addition, the Company owns a 200,000 sq. ft.
warehouse located on 8.5 acres of land in Torrance, California.
Subsequent to fiscal year end, the Company entered into an agreement to
sell this facility. This sale

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transaction closed as of April 20, 2000. The Company is expecting
to record approximately $7,900,000 pre-tax gain on disposition during
the quarter ending April 30, 2000.

Los Angeles, California

The Company owns a 160,000 sq. ft. manufacturing facility located on
8 acres of land in Gardena, California. This manufacturing facility is
held as rental property and is leased under a 15-year lease expiring
September 2010.

Conway, Arkansas

The Company is currently expanding manufacturing and consolidating
distribution facilities in Conway, Arkansas. During 1997 and 1998, the
Company acquired approximately 100 acres of land. A long-term master
plan was developed for this site, which will allow up to 1,700,000
sq. ft. of manufacturing, warehousing, and office space. During
1998, the Company constructed a 400,000 sq. ft. manufacturing
facility, which initiated production in March 1999. In addition to the
production facility, the Company initiated development of an 800,000
sq. ft. distribution facility. The first 400,000 sq. ft. segment
of this warehouse and distribution facility was completed and occupied
in December 1999. The anticipated completion date on the second 400,000
sq. ft. segment is expected to be in May 2000.

During 1999, the Company operated four manufacturing facilities in
Conway. The original plant, which is owned by the Company, features
approximately 350,000 sq. ft. of building located on nearly 18 acres of
land. The second facility is the newly constructed 400,000 sq. ft.
manufacturing facility described above. A third 200,000 sq. ft.
facility, occupied under a ten-year lease expiring in March 2008, is
utilized for the production and storage of compression molded (hard
plastic) components. A fourth facility, which is owned by the Company,
consists of approximately 155,000 sq. ft. of building located on
approximately 7 acres of land. During 1999, the production equipment
from this location was moved to the newly constructed facility described
above. This building was then converted to a warehouse.

At the beginning of 1999, the Conway Division operated six warehouse and
distribution facilities, four of which were located in Conway, Arkansas,
one in Southern Pines, North Carolina, and one in Montgomeryville,
Pennsylvania. Five of these facilities will be consolidated into the new
800,000 sq. ft. distribution facility. With the completion of the first
400,000 sq. ft. segment of the new distribution facility in December
1999, the Company was able to initiate the consolidation process. The
129,000 sq. ft. facility in Southern Pines, North Carolina, which was
formerly owned by the Company and recently occupied under a lease, was
vacated in the first quarter of 2000. The 60,000 sq. ft. leased
warehouse in Conway, Arkansas, was vacated in at the end of the third
quarter of 1999. A 310,000 sq. ft. facility in Conway, Arkansas, which
is leased on a month to month basis, was partially vacated in the third
and fourth quarters of 1999. At fiscal year end, the Company continued
to occupy approximately 165,000 sq. ft. of this facility, and intends to
vacate the balance of the building after the summer shipping season of
2000. A 250,000 sq. ft. facility in Conway, Arkansas, also leased on a
month to month basis, will be vacated after the summer shipping season
of 2000. A 54,000 sq. ft. facility located in Conway, Arkansas, on 4.5
acres of land was substantially vacated in the first quarter of 2000 and
is being held for sale. The Company intends to continue to operate the
warehousing and distribution facility in Montgomeryville, Pennsylvania.

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Newport, Tennessee

The Company owns a 55,000 sq. ft. manufacturing facility located on
3.5 acres of land in Newport, Tennessee which was previously used to
manufacture melamine plastic seats, backs and table tops for classroom
furniture. This factory is being held for sale and is currently used to
warehouse finished goods inventory.

Item 3. Legal Proceedings

Virco has various legal actions pending against it which in the opinion
of Management are either not meritorious or are fully covered by
insurance. While it is impossible to estimate with certainty the
ultimate legal and financial liability with respect to these suits and
claims, Virco believes the aggregate amount of such liabilities will not
be material to the results of operations, financial position, or cash
flows of the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

None

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PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.

Incorporated herein by reference is the information appearing under the
caption "Supplemental Stockholders' Information" which appears in the
registrant's Annual Report to Stockholders for the year ended January
31, 2000. As of April 17, 2000, there were approximately 361 Registered
Stockholders according to transfer agent records. There were
approximately 2,100 Beneficial Stockholders.

Dividend Policy

It is the Board of Directors' policy to periodically review the payment
of cash and stock dividends in light of the Company's earnings and
liquidity. In 1999, the Company declared $.076 per share (adjusted for
stock dividends) cash dividend and a 10% stock dividend.

Item 6. Selected Financial Data

Incorporated herein by reference is the Selected Financial Data
Information, which appears in the registrant's Annual Report to
Stockholders for the year ended January 31, 2000.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

This information is incorporated herein by reference to "Management's
Discussion and Analysis and Results of Operations" included in the
registrant's Annual Report to Stockholders for the year ended January
31, 2000.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

This information is incorporated herein by reference to the "Inflation
and Future Change in Prices" section of "Management's Discussion and
Analysis and Results of Operations" included in the registrant's Annual
Report to Stockholders for the year ended January 31, 2000.

Item 8. Financial Statements and Supplementary Data

The report of independent auditors and consolidated financial statements
included in the Annual Report to Stockholders for the year ended January
31, 2000 are incorporated herein by reference.

Unaudited quarterly results in Note 10 of the financial statements
included in the Annual Report to Stockholders for the year ended January
31, 2000 are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures

None

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PART III

Item 10. Directors and Executive Officers of the Registrant

Age at Has Held
January 31, Office
Name Office 2000 Since
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R. A. Virtue(1) President, Chairman of the Board 67 1990
and Chief Executive Officer

R. E. Dose(2) Vice President - Finance, 43 1995
Secretary & Treasurer

R. J. Mills(3) Vice President - General Manager 41 1997
Torrance Division

W. D. Nutter(4) Vice President - Commercial Sales Group 50 1995

G. D. Parish(5) Vice President - General Manager 62 1999
Conway Division

D. R. Smith(6) Vice President - Corporate Marketing 51 1995

L. L. Swafford(7) Vice President - Legal Affairs 35 1998

D. A. Virtue(8) Corporate Executive Vice President 41 1992

L. O. Wonder(9) Vice President - Education Sales Group 48 1995

(1) Appointed Chairman in 1990; has been employed by the Company for 44
years. Has served as the President since 1982.

(2) Appointed in 1995; has been employed by the Company for 10 years and has
served as the Corporate Controller, and currently as Vice President-
Finance, Secretary and Treasurer.

(3) Appointed in 1997; has been employed by the Company for 5 years and has
served as the Corporate Counsel and currently as Vice President and
General Manager of Torrance Division.

(4) Appointed in 1995; has been employed by the Company for 19 years in a
variety of sales and marketing positions, currently as a Corporate Vice
President of the Commercial Sales Group.

(5) Appointed in 1999; has been employed by the Company for 41 years and has
served in a variety of manufacturing, warehousing and sales and
marketing positions and currently as Vice President and General Manager
of the Conway Division.

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(6) Appointed in 1995; has been employed by the Company for 15 years in a
variety of sales and marketing positions, currently as Corporate Vice
President Marketing.

(7) Appointed in 1998; has been employed by the Company for 5 years and has
served as Associate Corporate Counsel, and currently as Vice President
of Legal Affairs.

(8) Appointed in 1992; has been employed by the Company for 15 years and has
served in Production Control, as Contract Administrator, as Manager of
Marketing Services, as General Manager of Torrance Division, and
currently as Corporate Executive Vice President.

(9) Appointed in 1995; has been employed by the Company for 22 years in a
variety of sales and marketing positions, currently as Corporate Vice
President of the Education Sales Group.

(10) Company officers do not have employment contracts.

The information required by this Item regarding Directors will be
contained in the Company's Proxy Statement to be filed within 120 days
after the end of the Company's most recent fiscal year and is
incorporated herein by this reference.

Item 11. Executive Compensation

The information required by this Item will be contained in the Company's
Proxy Statement to be filed within 120 days after the end of the
Company's most recent fiscal year and is incorporated herein by this
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions.

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PART IV

Item 14. Financial Statements, Financial Statement Schedules, Exhibits, and
Reports on Form 8-K.

a) 1. The following consolidated financial statements of Virco Mfg.
Corporation, included in the annual report of the registrant to its
stockholders for the year ended January 31, 2000 are incorporated by
reference in Item 8.

Consolidated balance sheets - January 31, 2000 and 1999.

Consolidated statements of income - Years ended January 31, 2000, 1999,
and 1998.

Consolidated statements of stockholders' equity - Years ended January
31, 2000, 1999, and 1998.

Consolidated statements of cash flows - Years ended January 31, 2000,
1999, and 1998.

Notes to consolidated financial statements - January 31, 2000.

2. The following consolidated financial statement schedule of Virco Mfg.
Corporation is included in item 14(d):

Schedule II Valuation and Qualifying Accounts and Reserves.

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and
therefore have been omitted.

3. Exhibits

13 Annual Report to Stockholders for the year ended January 31,
2000.

21 List of all subsidiaries of the registrant.

23 Consent of Ernst & Young LLP.

27 Financial Data Schedule.

b) Reports on Form 8-K.

None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Torrance, and State of California, on the 28th of April, 2000.

VIRCO MFG. CORPORATION

By /s/ Robert A. Virtue
-----------------------------------------------
Robert A. Virtue,
Chairman of the Board
(Principle Executive Officer)

By /s/ Robert E. Dose
-----------------------------------------------
Robert E. Dose,
Vice President - Finance
& Secretary & Treasurer
(Principal Financial Officer)

By /s/ Bassey Yau
-----------------------------------------------
Bassey Yau, Corporate Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Robert A. Virtue Chairman of the Board, April 28, 2000
- ------------------------------------ Chief Executive Officer,
Robert A. Virtue President and Director

/s/ Douglas A. Virtue Director April 28, 2000
- ------------------------------------
Douglas A. Virtue

/s/ Donald S. Friesz Director April 28, 2000
- ------------------------------------
Donald S. Friesz

/s/ John H. Stafford Director April 28, 2000
- ------------------------------------
John H. Stafford

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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, in the City of Torrance,
and State of California, on the 28th of April, 2000.

VIRCO MFG. CORPORATION

By /s/ Robert A. Virtue
---------------------------------------
Robert A. Virtue, Chairman of the Board
(Principle Executive Officer)

By /s/ Robert E. Dose
---------------------------------------
Robert E. Dose, VP.- Finance, &
Secretary &Treasurer (Principal
Financial Officer)

By /s/ Bassey Yau
---------------------------------------
Bassey Yau, Corporate Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ George W. Ott Director April 28, 2000
- ----------------------------------
George W. Ott

/s/ James R. Wilburn Director April 28, 2000
- ----------------------------------
James R. Wilburn

/s/ Glen D. Parish Director April 28, 2000
- ----------------------------------
Glen D. Parish

/s/ Donald A. Patrick Director April 28, 2000
- ----------------------------------
Donald A. Patrick