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, 1996.

[ ] 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 incorporation or organization) (I.R.S. Employer Identification No.)

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

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

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 ].
2
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant on March 31, 1996, based on the closing price
at which such stock was sold on the American Stock Exchange on that date was
approximately $44,365,877.

The number of shares of Common Stock outstanding at March 31, 1996, was
5,369,360 shares.

Portions of registrant's definitive proxy statement, expected to be mailed to
stockholders on May 17, 1996, are incorporated into Part III as set forth
herein. Portions of registrant's Annual Report to Stockholders for the year
ended January 31, 1996 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
- - ------- ----

PART I

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

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

Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . 7

PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters . . . . . . . . . . . 8

Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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

Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

PART III

Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . 9

Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Item 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . 10

Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . 10

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . 11

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PART I

Item 1. Business

Introduction

Virco Mfg. Corporation, a Delaware Corporation, is a leader in the
design and production of quality furniture for the contract and
educational markets world-wide. Forty-six years of manufacturing has
resulted in a wide product range including student desks, chairs, and
activity tables; upholstered stacking chairs, folding tables, folding
chairs, rattan chairs, and office tables and chairs.

Virco's manufacturing facilities are located in California, Arkansas
and Mexico. Over one million square feet of manufacturing and support
facilities are organized for the production of furniture. During the
year ended January 31, 1995, Virco made a significant investment in a
new manufacturing and distribution facility in Torrance, California to
service the western region of the United States. The decision to
maintain a significant presence in California was influenced by the
quality of the existing workforce, an established vendor network,
favorable lease terms for an excellent manufacturing facility, and
financial support through an Industrial Revenue Bond issued by the
city of Torrance, California. The Company consolidated all western
region distribution facilities at this location in 1994 and
transferred the former western region manufacturing plant to this
facility in 1995.

The Company continued to make significant capital investments in the
Conway, Arkansas manufacturing facility, which services the eastern
region of the United States. This manufacturing plant was expanded in
1991 and again in 1993. Capital spending at this facility of nearly
$6,500,000 in 1994 and $6,900,000 in 1995 was made to expand
production of hard plastic components, which are a critical component
of the Company's educational product line, as well as more fully
automate this facility.

Supporting the manufacturing facilities, the Company has nearly one
million square feet of distribution and warehouse facilities.
Substantial warehouse space is required to build adequate inventories
to service the highly seasonal demand for educational sales.
Approximately 40% of sales are delivered in July, August, September,
and October.

Principal Products

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. A variety of student and
teacher desks, folding and adjustable height tables, desk and
auditorium chairs, mobile storage cabinets and mobile tables are sold
through the educational sales division. A variety of folding chairs
and tables, banquet chairs and tables, convention center seating, and
hospitality furniture are sold through the Commercial sales division.

The Company purchases steel, aluminum, plastic, polyurethane,
polyethylene, polypropylene, plywood, particle board, 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.

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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
in addition to a variety of educational distributorships. The sales
force calls directly upon school business officials, which can include
purchasing departments or individual school principals where site
based management is practiced. Significant portions of educational
furniture are sold on a bid basis.

Sales of contract furniture are made throughout the United States by
distributorships and by Company sales representatives who service the
distributorship network. Sales are made direct to convention centers,
individual hospitality installations, and to mass merchants.

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

Other Matters

Foreign Operation Information

Foreign Operation Information attributable to the Company's operations
for the three years ended January 31, 1996, 1995 and 1994, which
appears in Note 11 of the consolidated financial statements of Virco
Mfg. Corporation's Annual Report to Stockholders for 1995, is
incorporated by reference in this Form 10-K Annual Report.

Competition

The Company has numerous competitors in each of its markets. In the
educational furniture market, competitors include Artco-Bell
Corporation, American Desk Manufacturing Company, and Irwin Seating
Co. Competitors in contract furniture vary depending upon the
specific product line or sales market and include Falcon Products,
Inc., Krueger Metal Products, Inc., Globe, Mecco and Shelby Williams
Industries, Inc.

Backlog

Sales order backlog for continuing operations of the consolidated
companies at January 31, 1996, totaled $12.1 million and approximates
three weeks of sales, compared to $10.9 million at January 31, 1995,
and $11.0 million at January 31, 1994.

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.

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Employees

Virco Mfg. Corporation and its Subsidiaries employ approximately 2,550
full-time employees at various locations. Of this number,
approximately 450 are employed at the Torrance facility, 1,550 at
Conway, Arkansas, and 550 at San Luis, Mexico.

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

During 1994 the Company entered into a ten year lease (with two five
year options) for a 560,000 square foot office, manufacturing and
warehousing facility located on 23.5 acres of land. The Company moved
the Corporate headquarters, the west coast showroom, and all west
coast distribution operations to this facility in 1994. As part of
this move, the Company vacated a 200,000 sq. ft. warehouse located on
8.5 acres of land in Torrance, CA, which is owned by the Company.
This warehouse is held as rental property and is leased under a five
year lease which expires in January 2001.

Los Angeles, California

During 1995, the Company moved its west coast manufacturing operations
to the newly leased facility in Torrance, CA. The Company vacated a
160,000 sq. ft. manufacturing facility located on 8 acres of land in
Gardena, CA, which is owned by the Company. The Company leased this
facility to an outside party under a 15 year lease which expires in
2011.

Conway, Arkansas

The Company owns three manufacturing facilities in Conway, Arkansas.
The main plant was expanded in 1991 and now features 325,000 sq. ft.
of factory space and is located on 17.5 acres of land. In 1993, the
Company acquired 7 acres of land adjacent to the main plant and
constructed a 155,000 sq. ft. manufacturing facility. The third
manufacturing facility is located a short distance from the main plant
and has 60,000 sq. ft. on 4.5 acres of land.

There are two primary warehousing facilities located in Conway,
Arkansas. The first consists of 250,000 sq. ft. of warehouse space
located on 11 acres of land. This warehouse is occupied under a lease
which expires in December 1996. The second warehouse has a 310,000
sq. ft. building which is occupied under leases expiring from January
to September 1997. A third warehouse facility located in Conway

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has 35,000 sq. ft. and houses a showroom and a Company store. This
third facility is rented under a month to month lease.

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 currently used to warehouse finished goods
inventory and is offered for sale.

Southern Pines, North Carolina

The Company owns a 225,000 sq. ft. manufacturing facility located on
37 acres of land in Southern Pines, North Carolina. This property is
used to warehouse finished goods inventory and is offered for sale.

San Luis, Sonora, Mexico

The Virsan S.A. de C.V. wholly owned subsidiary of Virco occupies a
195,000 sq. ft. manufacturing facility located on 3 acres of land
under lease expiring December 1996 with options to continue leasing
until 1998. In addition, Virsan owns a 90,000 sq. ft. manufacturing
facility, a 75,000 sq. ft. manufacturing facility, and a 14,000 sq.
ft. warehousing facility, all adjacent to the main plant.

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, 1996. As of April 3, 1996, there were approximately
408 Registered Stockholders according to transfer agent records.
There are approximately 1,400 Beneficial Stockholders.

Dividend Policy

It is the Board of Director's policy to review each quarter, the
payment of regular cash dividends. During 1995, the Board declared a
10% stock dividend on shares of its common stock during the third
quarter, and a $.04 per share cash dividend during the fourth quarter.

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, 1996.

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

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, 1996.

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, 1996 are incorporated herein by reference.

Quarterly Results in Note 12 of the financial statements included in
the Annual Report to Stockholders for the year ended January 31, 1996
is 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 1996 Since (5)
- - ---- ------ --------- ---------

R. A. Virtue (1) President, Chairman of the Board 63 1990
and Chief Executive Officer

J. R. Braam (2) Vice President - Finance, 62 1981
Secretary & Treasurer

R.E. Dose (3) Corporate Controller 39 1995
Assistant Secretary & Assistant Treasurer

W. D. Nutter (4) Vice President - Commercial Sales Group 46 1995

D. R. Smith (5) Vice President - Corporate Marketing 48 1995

M. G. Tarnay (6) Vice President - Engineering 53 1993

H. D. Tyler (7) Vice President - General Manager 52 1988
Conway Division

D. A. Virtue (8) Vice President - General Manager 37 1992
Los Angeles Division

R. W. Virtue (9) Vice President - Purchasing 52 1988

L.O. Wonder (10) Vice President - Education Sales Group 45 1995

(1) Appointed Chairman in 1990; has been employed by the Company for 40
years. Has served as the President since 1982.

(2) Appointed in 1981; has been employed by the Company for 14 years as
the Vice President - Finance, Secretary and Treasurer.

(3) Appointed in 1995; has been employed by the Company for 6 years as the
Corporate Controller.

(4) Appointed in 1995; has been employed by the company for 15 years in a
variety of sales and marketing positions, most recently as a Division
Vice President of Commercial Sales.

(5) Appointed in 1995; has been employed by the Company for 11 years in a
variety of sales and marketing positions, most recently as Corporate
Marketing Manager.

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(6) Appointed in March 1993; has been employed by the Company for 3 years.
Prior employment included 19 years at Price Pfister, most recently as
Vice President - Engineering.

(7) Appointed in June 1988; has been employed by the Company for 27 years
and has served as Division Credit Manager, Accounting Manager and
Division Controller.

(8) Appointed in April 1992; has been employed by the Company for 11 years
and has served in Production Control, as Contract Administrator and as
Manager of Marketing Services.

(9) Has been employed by the Company for 33 years and has served as
President of the former Delkay Division and currently as Vice
President - Purchasing.

(10) Appointed in 1995; has been employed by the Company for 18 years in a
variety of sales and marketing positions, most recently as Division
Vice President of Education Sales.

(11) 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, 1996 are incorporated by
reference in Item 8.

Consolidated balance sheets - January 31, 1996 and 1995.

Consolidated statements of income - Years ended January 31, 1996,
1995, and 1994.

Consolidated statements of stockholders' equity - Years ended January
31, 1996, 1995, and 1994.

Consolidated statements of cash flows - Years ended January 31, 1996,
1995, and 1994.

Notes to consolidated financial statements - January 31, 1996.

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

1 List of all subsidiaries of the registrant.

11 Computation of earnings per share.

13 Annual Report to Stockholders for the year ended January 31, 1996.

24 Consent of Independent Auditors.

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 26th of April, 1996.

VIRCO MFG. CORPORATION

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

By
------------------------------------------
James R. Braam, V. P.-Finance, Secretary &
Treasurer (Principal Financial Officer)

By
------------------------------------------
Robert E. Dose, 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

Chairman of the Board, April 26, 1996
- - ------------------------------------------- Chief Executive Officer,
Robert A. Virtue President and Director

Director April 26, 1996
- - -------------------------------------------
Donald S. Friesz

Director April 26, 1996
- - -------------------------------------------
George W. Ott

Director April 26, 1996
- - -------------------------------------------
Donald A. Patrick

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Director April 26, 1996
- - -------------------------------------------
John H. Stafford

Director April 26, 1996
- - -------------------------------------------
Hugh D. Tyler

Director April 26, 1996
- - -------------------------------------------
Douglas A. Virtue

Director April 26, 1996
- - -------------------------------------------
Raymond W. Virtue

Director April 26, 1996
- - -------------------------------------------
James R. Wilburn

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VIRCO MFG. CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED JANUARY 31, 1994, 1995 AND 1996
(In Thousands)

Col. A Col. B Col. C Col. D Col. E Col. F
------ ------ ------ ------ ------ ------

Additions
---------

Balance at Charged to Charged Deductions Balance
Beginning Costs and to Other from At Close
Description of Period Expenses Accts. Reserves of Period
- - ----------- ---------- ------------ -------- ---------- ---------

Allowance for
Doubtful Accounts:

Year ended:
January 31, 1994 $ 100 $ 380 $ 380(1) $ 100
========== ============ ========== =========

Year ended:
January 31, 1995 $ 100 $ 220 $ 220(1) $ 100
========== ============ ========== =========

Year ended:
January 31, 1996 $ 100 $ 67 $ 67(1) $ 100
========== ============ ========== =========

(1) Uncollectable accounts written off, net of recoveries.

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EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- - --------- ----------- -------------
1 List of all subsidiaries of the registrant.

11 Computation of earnings per share.

13 Annual Report to Stockholders for the year ended
January 31, 1996.

24 Consent of Independent Auditors.