UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.)

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VIRCO MFG. CORPORATION

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Virco Mfg. Corporation
2027 Harpers Way
Torrance, California 90501

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 16, 2009

     The 2009 Annual Meeting of Stockholders (“Annual Meeting”) of Virco Mfg. Corporation, a Delaware corporation (the “Company”), will be held on Tuesday, June 16, 2009, at 10:00 a.m. Pacific Time at the Company’s principal executive offices located at 2027 Harpers Way, Torrance, CA 90501, for the following purposes:

     1. To elect three directors to serve until the 2012 Annual Meeting of Stockholders and until their successors are elected and qualified;

     2. To ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2009;

     3. To transact such other business as may properly come before the Annual Meeting.

     These items are more fully described in the following pages, which are made part of this notice.

The Board of Directors has fixed the close of business on April 24, 2009, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments and postponements thereof. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting. Most stockholders have three options for submitting their vote: (1) via the Internet, (2) by phone or (3) by mail, using the paper proxy card. For further details, see your proxy card. If you have Internet access, we encourage you to record your vote on the Internet. It is convenient for you, and it also saves the Company significant postage and processing costs.

By Order of the Board of Directors

		/s/ Robert E. Dose   Robert E. Dose
		Secretary

Torrance, California
May 18, 2009

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
GENERAL INFORMATION
RECORD DATE AND VOTING
PROPOSAL 1 ELECTION OF DIRECTORS		2
BOARD COMMITTEES & MEETINGS		3
SECURITY OWNERSHIP		5
EXECUTIVE COMPENSATION		7
DIRECTOR COMPENSATION		15
CODE OF ETHICS		17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		17
REPORT OF THE AUDIT COMMITTEE		18
RELATIONSHIP WITH INDEPENDENT AUDITORS		18
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS		20

Virco Mfg. Corporation
2027 Harpers Way
Torrance, California 90501

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS, June 16, 2009

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 16, 2009

The Proxy Statement and accompanying Annual Report to Stockholders are available at www.virco.com.

GENERAL INFORMATION

     This Proxy Statement is being mailed to stockholders of Virco Mfg. Corporation, a Delaware corporation (the “Company”), on or about May 18, 2009, in connection with the solicitation by the Board of Directors of proxies to be used at the 2009 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company to be held on Tuesday, June 16, 2009, at 10:00 a.m. Pacific Time at the Company’s principal executive offices located at 2027 Harpers Way, Torrance, CA 90501, and any and all adjournments and postponements thereof.

     The cost of preparing, assembling and mailing the Notice of the Annual Meeting, Proxy Statement and form of proxy and the solicitation of proxies will be paid by the Company. Proxies may be solicited in person or by telephone, telegraph, e-mail or other electronic means by personnel of the Company who will not receive any additional compensation for such solicitation. The Company will pay brokers or other persons holding stock in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals.

RECORD DATE AND VOTING

     The close of business on April 24, 2009, has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. On that date there were 14,172,422 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), outstanding. All voting rights are vested exclusively in the holders of the Company’s Common Stock. Each share of Common Stock is entitled to one vote on any matter that may be presented for consideration and action by the stockholders, except that as to the election of directors, stockholders may cumulate their votes. Because three directors are to be elected, cumulative voting means that each stockholder may cast a number of votes equal to three times the number of shares actually owned. That number of votes may be cast for one nominee, divided equally among each of the nominees or divided among the nominees in any other manner.

     In all matters other than the election of directors, the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter will be the act of the stockholders. Directors will be elected by a plurality of the votes of the Common Stock present in person or represented by proxy at the Annual Meeting. Abstentions will have no effect on Proposal One, but will have the same effect as a negative vote on Proposal Two (because abstentions will be considered votes cast).

     Each proxy received will be voted for management’s nominees for election as directors and in accordance with the recommendations of the Board of Directors contained in this Proxy Statement, unless the stockholder otherwise directs in his or her proxy. Where the stockholder has appropriately directed how the proxy is to be voted, it will be voted according to his or her direction. Stockholders wishing to cumulate their votes should make an explicit statement of the intent to cumulate votes by so indicating in writing on the proxy card. Stockholders holding shares beneficially in street name who wish to cumulate votes should contact their broker, trustee or nominee. Cumulative voting applies only to the election of directors. For all other matters, each share of Common Stock outstanding as of the close of business on the record date is entitled to one vote.

     Any stockholder has the power to revoke his or her proxy at any time before it is voted at the Annual Meeting by submitting written notice of revocation to the Secretary of the Company at the Company’s principal executive offices located at 2027 Harpers Way, Torrance, California 90501, by appearing at the Annual Meeting and voting in person or by filing a duly executed proxy bearing a later date, either in person at the Annual Meeting, via the Internet, by telephone, or by mail. Please consult the instructions included with your proxy card.

PROPOSAL 1

ELECTION OF DIRECTORS

     The Certificate of Incorporation of the Company provides for the division of the Board of Directors into three classes as nearly equal in number as possible. In accordance with the Certificate of Incorporation, the Board of Directors has nominated Robert A. Virtue, Robert K. Montgomery, and Donald A. Patrick to serve as Class II directors on the Board of Directors with a term expiring at the 2012 Annual Meeting of Stockholders.

     It is intended that the proxies solicited by this Proxy Statement will be voted in favor of the election of Messrs. Virtue, Montgomery, and Patrick, unless authority to do so is withheld. Should any of such nominees be unable to serve as a director or should any additional vacancy occur before the election (which events are not anticipated), proxies may be voted for a substitute nominee selected by the Board of Directors or the authorized number of directors may be reduced. If for any reason the authorized number of directors is reduced, the proxies will be voted, in the absence of instructions to the contrary, for the election of the remaining nominees named in this Proxy Statement. In the event that any person other than the nominees named below should be nominated for election as a director, the proxies may be voted cumulatively for less than all of the nominees.

     The following table sets forth certain information with respect to each of the nominees, as well as each of the six continuing directors. The Board of Directors recommends that you vote “FOR” the election of the Class II nominees.

Name		Age				Principal Occupation		Director Since
Nominees for Directors Whose Terms Expire in 2012:
Robert A. Virtue			76			Chairman of the Board and Chief Executive Officer of the Company since 1990; President of the Company since August 1982.			1956
Robert K. Montgomery			70			Senior counsel of Gibson, Dunn & Crutcher LLP, a law firm in which Mr. Montgomery was a Partner from 1971 to 2008.			2000
Donald A. Patrick			84			Vice President and founder of Diversified Business Resources, Inc. (mergers, acquisitions and business consultants) from 1988 to 2004.			1983
Continuing Directors Whose Terms Expire in 2010:
Douglas A. Virtue			50			Executive Vice President of the Company since December 1997; previously General Manager of the Torrance Division of the Company			1992
Thomas J. Schulte			52			Managing Partner of RBZ, a public accounting firm from 1997 to 2007. Currently Partner-In-Charge of RBZ Audit Group since 2007.			2007
Albert J. Moyer			65			Board member of LaserCard Corporation, Occam Networks Inc., Collectors Universe, Inc. and CALAMP Corporation; Chief Financial Officer of Allergan Inc. (1995-1998); Chief Financial Officer for QAD Inc. (1998-2000); President of the commercial division of the Profit Recovery Group International, Inc. (2000); consultant to QAD Inc. (2000-2002);			2004
Continuing Directors Whose Terms Expire in 2011:
Donald S. Friesz			79			Vice President Sales and Marketing of the Company from 1982 to February 1996. Mr. Friesz has been retired since 1996.			1992

Name		Age				Principal Occupation		Director Since
Glen D. Parish			71			Vice President of the Company and General Manager of the Conway Division from 1999 to 2004; previously Vice President of Conway Sales and Marketing. Mr. Parish has been retired since 2004.			1999
James R. Wilburn			76			Dean of the School of Public Policy, Pepperdine University, since September 1997; previously Dean of the School of Business and Management, Pepperdine University (1982-1994); Professor of Business Strategy, Pepperdine University (1994-1996); Board member of The Olsen Company since 1990, Independence Bank since 2004, and Electronic Sensor Tech since 2005.			1986

BOARD COMMITTEES & MEETINGS

Meetings and Independence

Each director of the Company serving in fiscal 2008 with the exception of Mr. Montgomery attended at least 75% of the meetings of the Board of Directors and committees on which he served. Mr. Montgomery attended all Board of Director meetings and committee meetings on which he served during fiscal 2008 except for the meetings of the Board of Directors, Compensation Committee, and Corporate Governance/Nominating Committee on December 9, 2008, which Mr. Montgomery could not attend because he was suffering from a severe case of the flu. The Board of Directors held six meetings in fiscal 2008. The Board of Directors has determined that the following directors, who constitute a majority of the Board of Directors, are “independent directors” as defined by the NASDAQ Stock Market listing standards: Messrs. Friesz, Moyer, Montgomery, Patrick, Parish, Schulte and Wilburn. Mr. R. Virtue is Mr. D. Virtue’s father.

Audit Committee

     The Board of Directors has a standing Audit Committee that in fiscal 2008 was composed of Messrs. Schulte (Chair), Friesz, Moyer and Patrick. The Audit Committee held two on-site meetings and four telephonic meetings in fiscal 2008. The Audit Committee acts pursuant to a written charter adopted by the Board of Directors. The functions of the Audit Committee include: reviewing the financial statements of the Company; reviewing the scope of the annual audit by the Company’s independent auditors; and reviewing the audit reports rendered by such independent auditors. Among other things, the Audit Committee is directly responsible for: the appointment, compensation, retention and oversight of the independent auditors; reviewing the independent auditors’ qualifications and independence; reviewing the plans and results of the audit engagement with the independent auditors; approving professional services provided by the independent auditors and approving financial reporting principles and policies; considering the range of audit and non- audit fees; reviewing the adequacy of the Company’s internal accounting controls; and working to ensure the integrity of financial information supplied to stockholders. The Audit Committee also has the other responsibilities enumerated in its charter, and examines and considers additional matters as it deems appropriate. The Audit Committee’s charter is available on the Company’s website at www.virco.com. Each of the Audit Committee members is an “independent director” as defined by the listing standards of the NASDAQ Stock Market. The Board of Directors has determined that Mr. Schulte, who is the chair of the Audit Committee, qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board reevaluates the composition of the Audit Committee on an annual basis to ensure that its composition remains in the best interests of the Company and its stockholders.

Compensation Committee

     The Board of Directors has a standing Compensation Committee that in fiscal 2008 was composed of Messrs. Moyer (Chair), Patrick, Montgomery and Wilburn, all of whom are “independent directors” as defined in the listing standards of the NASDAQ Stock Market. The function of Compensation Committee is, among other

things, to: set the Company’s compensation policy and administer the Company’s compensation plans; make decisions on the compensation of key Company executives (including the review and approval of merit/other compensation budgets and payouts under the Company’s incentive plans); review and approve compensation and employment agreements of the Company’s executive officers; and recommend pay levels for members of the Board of Directors for consideration and approval by the full Board of Directors. The Compensation Committee may consult with the Chief Executive Officer and other members of senior management as it deems necessary and engage the assistance of outside consultants to assist in determining and establishing the Company’s compensation policies. [During fiscal 2008, the Company did not engage the assistance of compensation consultants.] The Compensation Committee held two on-site meetings in fiscal 2008. The Compensation Committee acts pursuant to a written charter adopted by the Board of Directors, a copy of which is available on the Company’s website at www.virco.com.

Corporate Governance/Nominating Committee

     The Board of Directors has a standing Corporate Governance/Nominating Committee which is comprised of Messrs. Montgomery (Chair), Friesz, Moyer, Patrick, Parish, Schulte and Wilburn, all of whom are “independent directors” as defined in the listing standards of the NASDAQ Stock Market. During fiscal 2008, the Corporate Governance/Nominating Committee held two meetings. Each of these meetings were held outside the presence of management.

     The Corporate Governance/Nominating Committee’s function is to identify and recommend from time to time candidates for nomination for election as directors of the Company. Candidates may come to the attention of the Corporate Governance/Nominating Committee through members of the Board of Directors, stockholders or other persons. Consideration of new Board nominee candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. Candidates are evaluated at regular or special meetings, and may be considered at any point during the year, depending on the Company’s needs. The Corporate Governance/Nominating Committee acts pursuant to a written charter adopted by the Board of Directors, a copy of which is available to stockholders on the Company’s website at www.virco.com. In evaluating nominations, the Corporate Governance/Nominating Committee considers a variety of criteria, including business experience and skills, independence, judgment, integrity, the ability to commit sufficient time and attention to Board of Directors activities and the absence of potential conflicts with the Company’s interests. The Corporate Governance/Nominating Committee has not established any specific minimum qualification standards for nominees to the Board of Directors, although from time to time the Corporate Governance/Nominating Committee may identify certain skills or attributes (e.g., financial experience, business experience) as being particularly desirable to meet specific Board of Director needs that may arise. To recommend a prospective nominee for the Corporate Governance/Nominating Committee’s consideration, you may submit, in accordance with the Company’s Bylaws, a candidate’s name and qualifications to the Company’s Corporate Secretary at 2027 Harpers Way, Torrance, California 90501, Attention: Robert E. Dose.

Communications with the Board of Directors

     Any stockholder interested in communicating with individual members of the Board of Directors, the Board of Directors as a whole, any of the committees of the Board or the independent directors as a group may send written communications to the Board of Directors, any committee of the Board of Directors or any director or directors of the Company at 2027 Harpers Way, Torrance, California 90501, Attention: Robert E. Dose, Secretary. Communications received in writing are forwarded to the Board of Directors, or the committee or individual director or directors to whom the communication is directed, unless, at his discretion, the Secretary determines that the communication is of a commercial or frivolous nature, is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business, or is otherwise inappropriate for the Board of Directors’ consideration. In such cases, such correspondence may be forwarded elsewhere in the Company for review and possible response. The Secretary has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. Directors are expected to attend the Annual Meeting of Stockholders. Last year all of the directors attended the 2008 Annual Meeting of Stockholders. The independent directors hold two regularly scheduled executive session meetings each fiscal year outside the presence of management as well as additional meetings as are necessary. Mr. Moyer currently functions as the lead independent director. The lead independent director position rotates among the independent directors periodically as determined by the independent directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shares Owned By Directors, Management and Principal Stockholders

     The following table sets forth information as of April 24, 2009 (unless otherwise indicated), relating to the beneficial ownership of the Company’s Common Stock (i) by each person known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock of the Company, (ii) by each director or nominee of the Company, (iii) by each Named Executive Officer of the Company as named in the Summary Compensation Table and (iv) by all executive officers and directors of the Company as a group. Unless otherwise indicated, the mailing address of each of the persons named is c/o Virco Mfg. Corporation, 2027 Harpers Way, Torrance, California 90501.

		Amount and Nature
		of Beneficial				Percent of
Name of Beneficial Owner		Ownership(1)				Class
Wedbush Inc.(2)			1,759,273				12.18	%
Nancy Virtue-Cutshall(3)			865,856				6.10	%
David P. Cohen(4)			804,134				5.67	%
Towle & Co.(5)			780,300				5.51	%
Robert A. Virtue(6) (7) Chairman of the Board of Directors, President and Chief Executive Officer			304,807				2.15	%
Douglas A. Virtue(7) Director, Executive Vice President			612,214				4.32	%
Donald S. Friesz Director			72,159					(8)
Thomas J. Schulte Director			6,933					(8)
Albert J. Moyer Director			13,453					(8)
Robert K. Montgomery Director			24,404					(8)
Glen D. Parish Director, Former Vice President, General Manager			36,045					(8)
Donald A. Patrick Director			57,382					(8)
James R. Wilburn Director			24,259					(8)
Robert E. Dose Vice President Finance, Secretary, Treasurer			26,092					(8)
Lori L. Swafford Vice President & Corporate Counsel			20,186					(8)
Larry O. Wonder Vice President, Sales			43,108					(8)
All executive officers and directors as a group (18 persons)			1,379,117				9.67	%

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Objectives of the Compensation Program

     The objectives of the Company’s executive compensation program are to: 1) attract, motivate and retain highly qualified executives; 2) link total compensation to stockholder returns; 3) reflect individual contributions to the performance of the Company; 4) insure appropriate balance between long-term value creation and short-term performance by including equity as part of total compensation; and 5) maintain internal fairness and morale by benchmarking executive compensation, including perquisites and non-cash benefits, against the aggregated average compensation and benefits of the Company’s top 25 managers.

     The Compensation Committee recommends and the Board approves the base salaries, annual bonus plan, and long term incentives of the Company’s Chief Executive Officer (the “CEO”), Chief Financial Officer (the “CFO”), and the three other most highly compensated executives. Throughout this Compensation Discussion & Analysis (“CD&A”), the CEO, CFO and three other most highly compensated executives are referred to collectively as the “Named Executive Officers.”

What the Compensation Program is Designed to Reward

     The program is designed to support annual and long-term business goals that create profitable growth and long-term value for stockholders.

Elements of Compensation Program

     The Company’s executive compensation program consists of three main elements: 1) base salary, which is tied to individual job duties; 2) annual bonus plan cash incentives, which are mathematically linked to the Company’s Annual Operating Plan, including pre-tax profit; and 3) long-term equity incentives, the value of which are contingent upon successful execution of the Company’s multi-year strategic growth and market development initiatives. Ancillary benefits such as health insurance, retirement benefits, and an automobile allowance are also part of the executive compensation program. As with the three main elements of the program, these ancillary benefits are benchmarked against similar benefits provided to the Company’s top 25 managers.

     The combination of base salary, annual incentive, long-term incentive, and ancillary benefits is referred to as Total Compensation. The Company has established a target of “market median” for the Total Compensation of Named Executive Officers as determined by scale-, geography- and date-adjusted national compensation surveys from Wyatt Total Reward, Wyatt CQ Survey, Mercer Manufacturing Compensation Survey, Mercer Manufacturing Industry Market View, National Assoc. of Manufacturers, and Employers Group Research Services Survey.

     All of these surveys are given equal weighting. The Company intentionally uses a broad comparison group for executive compensation because the competition for executive talent extends beyond the Company’s direct competitors and industry. The Company believes that this breadth of executive compensation data, conservatively adjusted for firm size, geographic location and cost of living, and the age of the data, provides for the fairest and most equitable “market median.” The same method of establishing a market median total compensation target is used for the Company’s top 25 managers.

     In determining the final Total Compensation for Named Executive Officers, the Compensation Committee attempts to balance “external equity” as defined by “market median,” with “internal equity” as defined by the aggregated average Total Compensation for the Company’s top 25 managers. It is the Company’s belief that this approach to establishing Total Compensation for Named Executive Officers results in better teamwork and morale

among the entire management team, thus linking executive and management compensation with short- and long-term value creation for stockholders.

Base Salary

     Base salary is intended to reward Named Executive Officers and other employees for their roles within the Company and their performance in those roles. The Company determines the base salary range for a particular position by evaluating 1) the duties, complexities and responsibilities of the position; 2) the level of experience required; and 3) the compensation for positions having similar scope and accountability within and outside the Company (through survey data as described above). The Company did not increase base salaries for the Named Executive Officers for fiscal 2008 and does not anticipate increasing base salaries for Named Executive Officers in fiscal 2009.

Annual Incentives

     The Named Executive Officers are eligible for annual cash incentives under the Company’s Annual Bonus Plan, which is approved by the Board of Directors at the beginning of the Company’s fiscal year as part of its Annual Operating Plan. To reward Named Executive Officers and other salaried managers for achieving the financial performance set forth in the Annual Operating Plan, the Board of Directors establishes a minimum level of financial performance and return to stockholders above which a cash bonus will be paid. For achieving the minimum threshold, the Named Executive Officers receive a cash bonus equal to 15% of their base salary. For achieving the “target” pre-tax earnings, Named Executive Officers receive a 35% cash bonus. The maximum possible cash bonus for Named Executive Officers is capped at 50% of base salary. The threshold, target and maximum bonus levels for each Named Executive Officer were determined by reference to the survey data and other factors described above.

     For fiscal 2008, the threshold for receiving a minimum bonus was $10,000,000 in pre-tax earnings, after accruing an earned bonus provision of approximately $206,000 for the Named Executive Officers. No cash bonus payment was made to the Named Executive Officers under the Annual Bonus Plan for fiscal 2008 as the Company’s pre-tax earnings did not exceed this threshold.

     For fiscal 2008, the Board of Directors approved a discretionary bonus for all employees that participated in the Annual Bonus Plan, including the Named Executive Officers. The Board determined that although the Company did not meet the profit objective, the Company had met several significant objectives and had achieved these objectives in an extremely challenging economic environment. Metrics considered by the Board of Directors included:

	•		The Company ended the fiscal year with no bank debt for the first time in over 20 years.
	•		The Company successfully extended its $65 million line of credit to February 2011.
	•		The Company reduced inventory by $10 million and generated $11 million in operating cash flow.
	•		The Company anticipated the recession, and reduced inventory and expenses without incurring layoffs or restructuring charges.
	•		The Company successfully enhanced the Virco brand through new product launches, extensions of significant customer contracts, and expanded relationships with strategic vendor partners.

     The actual discretionary bonus payout for the Named Executive Officers for fiscal 2008 was $64,218, equal to approximately 9% of each Named Executive Officers base salary for fiscal 2008. Robert A. Virtue and Douglas A. Virtue declined to accept payment of any discretionary bonus.

Long-Term Incentives

     The Company believes that the most powerful incentive to focus Named Executive Officers on long-term value creation is long-term ownership of Company stock. Under the Company’s current long-term incentive program, Named Executive Officers and top managers receive periodic grants of Restricted Stock Units (“RSUs”). The Company uses RSUs rather than options because it has been the Company’s experience that RSUs

are more likely to result in a growing ownership position of Company stock and thereby align the interests of executives and stockholders. The Company did not grant RSUs to Named Executive Officers in fiscal 2008. On the date of the 2007 Annual Meeting of Stockholders and Board of Directors meeting on June 19, 2007, each Named Executive Officer was granted 15,000 RSUs, vesting ratably over a five year period. The number of RSUs granted to each Named Executive Officer in fiscal 2007 was determined by reference to historical grant levels provided to Company executives, as well as the factors described above. Each Named Executive Officer received the same number of RSUs in order to foster internal pay equity and the Company’s “one-team” management approach.

     If awarded, grants of RSUs are typically approved at the Board of Directors meeting immediately following the Annual Meeting of Stockholders. The meeting dates are set well in advance and occur approximately two weeks following the release of the First Quarter results. Scheduling decisions are made without regard to anticipated earnings or other major announcements by the Company.

Other Compensation Elements

     Perquisites — The Company provides Named Executive Officers with a Company automobile or cash allowance of $22,800 per year under a program available to all Officers of the Company. The Company does not provide Named Executive Officers with any other perquisites such as country club memberships and the Company does not own or lease an aircraft. Company-provided travel for executives is for business purposes only.

     Other Benefits — Executives participate in the same health, disability and life insurance programs as are provided to other Company employees. In addition, the Named Executive Officers participate in the Company’s tax-qualified defined benefit pension plan (the Virco Mfg. Corporation Employees Retirement Plan) and nonqualified supplement retirement plan (the Virco Important Performers (VIP) Plan). As more fully disclosed in the MD&A and Footnote 4 to the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009 (“Form 10-K”), these retirement plans were frozen effective December 31, 2003, and additional benefit accruals for all Named Executive Officers ceased on that date.

Post-Employment and Other Events

     The Company does not have employment agreements with any of the Named Executive Officers, and is not obligated to provide termination pay or other severance benefits to any of its Named Executive Officers. In general, the benefits provided or available to Named Executive Officers upon retirement, death, disability or other termination of employment or upon the occurrence of a change-in-control event are the same as those provided or made available to salaried employees generally.

     Pursuant to the Company’s 1997 and 2007 Stock Incentive Plans, vesting of all outstanding stock and option awards is accelerated upon a change-in-control. In addition, under the Virco Important Performers (VIP) Plan, vesting of retirement benefits is accelerated upon the occurrence of a change-in-control or the death of the participant. All Named Executive Officers are currently fully vested in all retirement programs, and would receive no additional benefit upon occurrence of a change-in-control. These benefits are provided to salaried employees generally and are intended to ensure that management remains focused on stockholder value when evaluating strategic alternatives.

Tax Deductibility of Executive Compensation

     The Company seeks to structure its compensation arrangements to maximize the tax deductibility of all components of executive compensation unless the benefit of such deductibility is outweighed by the need for flexibility or the attainment of other corporate objectives. The Compensation Committee will continue to monitor issues concerning the deductibility of executive compensation and will take appropriate action if and when it is warranted. Since corporate objectives may not always be consistent with the requirements for full deductibility, the Compensation Committee is prepared, if it deems appropriate, to enter into compensation arrangements under which payments may not be fully deductible. Thus, deductibility will not be the sole factor used by the Compensation Committee in ascertaining appropriate levels or modes of compensation. In fiscal 2008, all compensation paid to executives was fully deductible; no executive officer

exceeded the $1 million limit under Section 162(m) of the Internal Revenue Code with regard to non-performance-based compensation.

Impact of Prior Compensation in Setting Elements of Compensation

     Prior compensation of the Named Executive Officers does not impact how the Company sets elements of current compensation. The Compensation Committee believes the competitive environment that the Company operates in mandates that current total compensation be set at levels sufficient to attract, motivate and retain top management, which requires the Company to set compensation amounts based on current Company and business conditions.

Executive Stock Ownership Guideline

     The Company has not adopted executive stock ownership guidelines. While there are no guidelines, two of the Named Executive Officers, Robert A. Virtue and Douglas A. Virtue, own 2.2% and 4.3%, respectively, of the outstanding shares of the Company’s Common Stock. Messrs. R. Virtue and D. Virtue are members of the Virtue Family and subject to the terms of the Virtue Family Agreement discussed in the “Security Ownership” section of this Proxy Statement. The Virtue Family owns approximately 40% of the Company’s outstanding Common Stock.

Impact of Restatements that Retroactively Impact Financial Goals

     The Company has not restated or retroactively adjusted financial information that has impacted the financial statements or goals related to previous bonus or long-term award payouts. If financial results are significantly restated due to fraud or intentional misconduct, the Board will review any performance-based compensation paid to Named Executive Officers who are found to be personally responsible for the fraud or intentional misconduct that led to the restatement and may, to the extent permitted by applicable law, seek to recover amounts paid in excess of the amounts that would have been paid based on the restated financial results.

The Role of the Executives in Determining Compensation

     While the Compensation Committee is primarily responsible for reviewing and making determinations with respect to executive compensation, the CEO and Executive Vice President provide input and views with respect to compensation for the other Named Executive Officers. The Compensation Committee believes that the CEO’s and Executive Vice President’s views are critical in determining the compensation of other Named Executive Officers because the CEO and Executive Vice President have day-to-day involvement with these Named Executive Officers and are in the best position to assess their performance, abilities, and contribution to the success of the Company.

Compensation Committee Report

     The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended January 31, 2009, as required by Item 402(b) of Regulation S-K under the Exchange Act of 1934 with management, and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE

Albert J. Moyer, Chair
Donald A. Patrick
Robert K. Montgomery
Dr. James R. Wilburn

     The above report of the Compensation Committee will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Compensation Committee Interlocks and Insider Participation

     During fiscal 2008, the Compensation Committee was comprised of Messrs. Moyer, Patrick, Montgomery, and Wilburn, none of whom is a current or former officer of the Company. Mr. Montgomery is a senior counsel of the law firm Gibson, Dunn & Crutcher LLP, which has provided legal services to the Company. The Company expects that such law firm will continue to render legal services to the Company in the future. There are no interlocking board memberships between officers of the Company and any member of the Compensation Committee.

Summary Compensation Table for Fiscal 2008, 2007 & 2006

     The table below sets forth the compensation awarded to, earned by, or paid to, each of the Named Executive Officers for Fiscal 2008, 2007 and 2006. The Company has no employment agreements with any of its executives. While employed, executives are entitled to base salary, participation in the executive compensation programs identified in the tables below and discussed in the CD&A and other benefits common to all employees. The performance-based conditions associated with the Bonus Plan as well as salary and bonus in proportion to total compensation are discussed in detail throughout the CD&A.

																		Non-Equity
														Stock				Incentive Plan				Change				All Other
Name and Position		Year				Salary				Bonus				Awards				(Bonus Plan)				in Pension				Compensation				Total
Robert A. Virtue			2008			$	420,580			$	—			$	20,340			$	—			$	—			$	11,156			$	452,076
President & CEO			2007				408,768				—				11,865				153,972				115,239				15,142				704,986
			2006				427,058				—				—				159,257				93,191				23,246				702,752
Douglas A. Virtue			2008				261,234				—				20,340				—				—				7,592				289,166
Executive Vice President			2007				258,715				—				11,865				98,982				—				8,372				377,934
			2006				228,371				—				—				100,404				118,663				18,498				465,936
Robert E, Dose			2008				270,292				23,906				41,070				—								22,750				358,018
Vice President Finance			2007				248,080				—				32,595				93,483				2,228				26,200				402,586
			2006				225,000				—				20,730				96,131				108,112				34,780				484,753
Lori L. Swafford			2008				230,580				21,563				41,070				—								26,168				319,381
Vice President &			2007				224,330				—				32,595				84,318				—				29,244				370,487
Corporate Counsel			2006				205,000				—				20,730				87,586				73,317				38,372				425,005
Larry O. Wonder			2008				200,580				18,750				41,070				—								12,418				272,818
Vice President Sales			2007				197,068				—				32,595				73,320				8,229				16,277				327,489
			2006				189,630				—				20,730				77,161				116,740				24,155				428,416

Grants of Plan-Based Awards for Fiscal 2008

     The table below sets forth the grants of plan-based awards to the Named Executive Officers during fiscal 2008 under the Bonus Plan. Such awards include monetary compensation under the Bonus Plan.

				Estimated Future Payouts Under
		Grant		Non-Equity Incentive Plan Awards
Name and Position		Date		Threshold ($)				Target ($)				Maximum($)
Robert A. Virtue President & CEO		N/A			63,000				147,000				210,000
Douglas A. Virtue Executive Vice President		N/A			40,500				94,500				135,000
Robert E, Dose Vice President Finance		N/A			38,250				89,250				127,500
Lori L. Swafford Vice President & Corporate Counsel		N/A			34,500				80,500				115,000
Larry O. Wonder Vice President Sales		N/A			30,000				70,000				100,000

Outstanding Equity Awards at Fiscal Year-End 2008

     The following table sets forth the Named Executive Officers’ outstanding equity awards as of the end of fiscal 2008. All outstanding stock option awards reported in this table expire 10 years from the date of grant. All outstanding grants of RSUs vest over a five year period from the grant date.

Stock Awards

Shares or Units

Market Value of

Year

Option

Option

of Stock That

Shares or Units of

of

Exercise

Expiration

Have Not

Stock That Have

Name and Title

Award

Price ($)

Date

Vested (#)

Not Vested ($)

Robert A. Virtue

2007

11.06

07/23/2009

12,000

25,080

President & CEO

		Stock Awards
														Shares or Units				Market Value of
		Year				Option				Option				of Stock That				Shares or Units of
		of				Exercise				Expiration				Have Not				Stock That Have
Name and Title		Award				Price ($)				Date				Vested (#)				Not Vested ($)
Douglas A. Virtue			2007				11.06				07/23/2009				12,000				25,080
Executive Vice President
Robert E. Dose			2004				11.06				07/23/2009				3,000				6,270
Vice President Finance			2007												12,000				25,080
Lori L. Swafford			2004				11.06				07/23/2009				3,000				6,270
Vice President & Corporate Counsel			2007												12,000				25,080
Larry O. Wonder			2004				11.06				07/23/2009				3,000				6,270
Vice President Sales			2007												12,000				25,080

Option Exercises and Stock Vested for Fiscal 2008

     The following table sets forth information concerning the Named Executive Officers’ exercise of stock options and vesting of RSUs during fiscal 2008.

		Number of Shares				Value Realized on
		Acquired on Vesting				Vesting
Name and Position		(#)				($)
Robert A. Virtue			3,000				14,760	(1)
President & CEO
Douglas A. Virtue			3,000				14,760	(1)
Executive Vice President
Robert E, Dose			3,000				14,760	(1)
Vice President Finance			3,000				14,970	(2)
Lori L. Swafford			3,000				14,760	(1)
Vice President & Corporate Counsel			3,000				14,970	(2)
Larry O. Wonder			3,000				14,760	(1)
Vice President Sales			3,000				14,970	(2)

Pension Benefits for Fiscal 2008

     The following table sets forth information concerning the payments available under the Virco Important Performers (VIP) Plan and the Virco Mfg. Corporation Employees Retirement Plan, both of whose benefit accruals were frozen in 2003.

						Number of								Payments
						Years of				Present Value of				During Last
						Credited				Accumulated				Fiscal Year
Name and Position		Plan Name				Service (#)				Benefit ($) (1) (2)				($)
Robert A. Virtue		Virco Important
President & CEO		Performers (VIP) Plan					18				1,547,800				201,539
		Virco Mfg. Corporation
		Employees Retirement Plan					46				2,109,946				126,162
Douglas A. Virtue		Virco Important
Executive Vice President		Performers (VIP) Plan					10				—				—
		Virco Mfg. Corporation
		Employees Retirement Plan					17				377,189				—
Robert E, Dose		Virco Important
Vice President Finance		Performers (VIP) Plan					10				—				—
		Virco Mfg. Corporation
		Employees Retirement Plan					12				373,351				—
Lori L. Swafford		Virco Important
Vice President Legal Affairs		Performers (VIP) Plan					7				—				—
		Virco Mfg. Corporation
		Employees Retirement Plan					7				219,826				—
Larry O. Wonder		Virco Important
Vice President Sales		Performers (VIP) Plan					13				—				—
		Virco Mfg. Corporation
		Employees Retirement Plan					24				479,080				—

Nonqualified Deferred Compensation for Fiscal 2008

     The Company does not have a deferred compensation plan.

Potential Payments upon Termination or Change-in-Control

As discussed in the CD&A above, the Company does not have employment agreements with any of the Named Executive Officers. Retirement, death, disability and change-in-control events do not trigger the payment of compensation to the Named Executive Officers that is not available to all salaried employees (including the amounts

included in the “Pension Benefits for Fiscal 2008” table). Named Executive Officers do not have a contractual right to receive severance benefits.

     As noted in “Post-Employment and Other Events,” pursuant to the Company’s 1997 and 2007 Stock Incentive Plans, the vesting of all outstanding stock and options awards is accelerated upon a change-in-control. In addition, under the Virco Important Performers (VIP) Plan, the vesting of retirement benefits is accelerated upon the occurrence of a change-in-control or the death of the participant. Change-in-control is defined as a party other than the members of the Virtue family accumulating 20% or more of the Company’s Common Stock. The following table quantifies compensation that would be payable to the Named Executive Officers upon a change-in-control. The tables assume that the event occurred on the last business day of fiscal 2008.

Value in Event of Change-in-Control with or without Employment Termination

		Stock Awards
		Number of Shares				Value Realized on
		Acquired on Vesting				Vesting
Name and Position		(#)				(1) ($)
Robert A. Virtue			12,000				25,080
President & CEO
Douglas A. Virtue			12,000				25,080
Executive Vice President
Robert E, Dose			15,000				31,350
Vice President Finance
Lori L. Swafford			15,000				31,350
Vice President Legal Affairs
Larry O. Wonder			15,000				31,350
Vice President Sales

DIRECTOR COMPENSATION

Directors who are also officers of the Company receive no additional compensation for their services as directors. The Company’s non-employee directors receive an annual retainer of $62,500 composed of (i) $37,500 in the form of quarterly cash payments and (ii) $25,000 in the form of a restricted stock grant, granted each year on the date of the Annual Meeting of Stockholders. In addition, each non-employee director who serves as a lead director or as the Chair or member of a Board committee also receives an additional annual retainer for his or her services. The lead director receives $20,000 in cash per year. The Audit Committee Chair receives $7,500 per year, and Audit Committee members receive $4,500 per year. Chairs of the Compensation Committee and the Corporate Governance/ Nominating Committee each receive an additional $5,000 and the members of these committees each receive $3,000 per year. Directors are also reimbursed for travel and related expenses incurred to attend meetings. The Company has also established a pension plan for non-employee directors who have served as such for at least 10 years, providing for a series of quarterly payments (equal to the portion paid to the non-employee directors’ annual service fee) for such director’s lifetime following the date on which such director ceases to be a director for any reason other than death. Effective December 31, 2003, the Company froze all future benefit accruals under the pension plan.

     The Company’s Guidelines with regard to Common Stock ownership by directors is for each director to own Common Stock with a market value of three times or more the annual cash retainer.

																		Change
		Fees												Non-Equity				in
		Paid in				Stock				Option				Incentive Plan				Pension				All Other
		Cash				Awards				Awards				Compensation				Value				Compensation				Total
Name		($) (1)				($) (2)				($)				($)				($) (3)				($) (4)				($)
Donald S. Friesz			45,000				20,833				—				—				—				39,720				105,553
Thomas J. Schulte			48,000				20,833				—				—				—				—				68,833
Robert K. Montgomery			45,500				20,833				—				—				—				—				66,333
Albert J. Moyer			70,000				20,833				—				—				—				—				90,833
Glen D. Parish			39,000				20,833				—				—				—				64,491				124,324
Donald A. Patrick			48,000				20,833				—				—				—				—				68,833
Dr James R. Wilburn			43,500				20,833				—				—				—				—				64,333

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

Number of securities

Number of

remaining available

securities to be

for future issuance

issued upon

Weighted-average

under equity

exercise of

exercise price of

compensation plans

outstanding

outstanding options

- excluding

opinions, warrants

warrants and

securities reflected

Plan category

and rights (a)

rights (b)

in column (a) ( c )

Equity compensation plans approved by security holders

103,000

$

10.8

688,969(1

)

Equity compensation plans not approved by security holders

—

—

—

Total

103,000

$

10.8

$

688,969(1

)

CODE OF ETHICS

     The Company has adopted a “Code of Ethics,” which is applicable to its chief executive officer and senior financial officers, including the principal accounting officer. The “Code of Ethics” is available on the Company’s website at www.virco.com. The Company intends to post amendments to or waivers under the Code of Ethics at this location on its website. Upon written request, the Company will provide a copy of the Code of Ethics free of charge. Requests should be directed to Virco Mfg. Corporation, 2027 Harpers Way, Torrance, California 90501, Attention: Robert E. Dose, Secretary.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Audit Committee, among its other duties and responsibilities, reviews and monitors all related party transactions and adopted the Company’s “Related Party Transaction Policies and Procedures” (the “Policy”). The Board of Directors has delegated to the Chair of the Audit Committee the authority to pre-approve or ratify (as applicable) any transaction with a related party in which the aggregate amount involved is expected to be less than $250,000. The Chair of the Audit Committee is required to provide to the Board of Directors for review a summary of each new transaction pre-approved by the Chair of the Audit Committee pursuant to this policy at the meeting of the Board of Directors next following such approval or ratification. Under the Policy, the Audit Committee is responsible for reviewing and approving transactions with a related party in which the aggregate amount is expected to exceed $250,000, and both the Audit Committee and the Board of Directors are responsible for reviewing and approving transactions with a related party in which the aggregate amount is expected to equal or exceed $500,000. If advance Audit Committee and/or Board of Directors approval is not feasible, then the transaction with the related party will be considered and, if the Audit Committee and/or Board of Directors determines it to be appropriate, ratified at the next regularly scheduled meeting. In determining whether to approve the entry into a transaction with a related party, the Audit Committee and/or Board of Directors as applicable will assess, among other factors it deems appropriate, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. If a transaction with a related party will be ongoing, the Audit Committee and/or Board of Directors may establish guidelines for the Company’s management to follow in its dealings with such related party. Thereafter, the Audit Committee and/or Board of Directors as applicable, on at least an annual basis, will review and asses the relationship with the related party to determine whether the relationship is in compliance with the Policy and remains appropriate. No director shall participate in any discussion or approval of a transaction for which he or she is a related party, except that this director shall provide all material information concerning the transaction to the Audit Committee and/or Board of Directors as applicable.

     Robert K. Montgomery served in fiscal 2008 as a member of the Board of Directors of the Company. Mr. Montgomery is a senior counsel of the law firm Gibson, Dunn & Crutcher LLP, which has provided legal services to the Company. The Company expects that such law firm will continue to render legal services to the Company.

     In fiscal 2008, the Company paid approximately $647,500 to Hedgehog Design, LLC, which provides product design and related services to the Company. Robert Mills, the sole member of Hedgehog Design, LLC, resides with Lori L. Swafford, Vice President of Legal Affairs for the Company.

     In keeping with the Company’s policy on Related Party Transactions, the Board and the Audit Committee have reviewed and ratified the terms and circumstances of the transactions with Mr. Mills and found them to be properly approved when initiated in 2002; in the best interests of the Company at the time, at present, and going forward; and no more favorable than terms offered and sums paid to similarly situated companies and individuals offering comparable services. As part of the review and ratification process, the product lines designed by Mr. Mills were evaluated for financial and market performance. It was determined that these product lines had and will likely continue to have a favorable impact on the Company’s results.

REPORT OF THE AUDIT COMMITTEE

     The Board of Directors has adopted a written charter for the Audit Committee, which is available on the Company’s website at www.virco.com. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent auditors are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States.

     In this context, the Audit Committee has reviewed and discussed the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, with management and the independent auditors, including their judgment of the quality and appropriateness of accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements. In addition, the Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees), SEC rules, and other applicable standards. In addition, the Audit Committee has received from the independent auditors the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communication with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence. The Audit Committee has also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence. The Audit Committee also reviewed and discussed with management its report on internal control over financial reporting and the related audit performed by the independent auditors which confirmed the effectiveness of the Company’s internal control over financial reporting.

     In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, for filing with the Securities and Exchange Commission.

THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS

Thomas J. Schulte, Chair
Donald S. Friesz
Albert J. Moyer
Donald A. Patrick

     The report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

RELATIONSHIP WITH INDEPENDENT AUDITORS

     Ernst & Young LLP audited the Company’s financial statements for fiscal 2008 and has been selected by the Audit Committee to audit the Company’s financial statements for fiscal 2009. The Audit Committee is directly responsible for the engagement of the outside auditor. In making its determination, the Audit Committee reviewed both the audit scope and estimated audit fees for the coming year. Each professional service performed by Ernst & Young LLP during fiscal 2008 was reviewed, and the possible effect of such service on the independence of the firm was considered, by the Audit Committee. Representatives of Ernst & Young LLP will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

     The Audit Committee has adopted policies and procedures for pre-approving all audit services, audit-related services, tax services and non-audit services performed by Ernst & Young LLP. Specifically, the Audit Committee has pre-approved the use of Ernst & Young LLP for detailed, specific types of services within the following categories: annual audits, quarterly reviews and statutory audits, preparation of certain corporate tax returns, regulatory implementation and compliance and risk assessment guidance. In each case, the Audit Committee has also set specific annual ranges or limits on the amount of each category of services which the Company would obtain from Ernst & Young LLP, which limits and amounts are established periodically by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee. The Audit Committee monitors the performance of all services provided by the independent auditor, to determine whether such services are in compliance with the Company’s pre-approval policies and procedures.

Fees Paid to Ernst & Young LLP

     The following table shows the fees that the Company paid or accrued for the audit and other services provided by Ernst & Young LLP for fiscal years 2008 and 2007. All of the services described in the following fee table were approved in conformity with the Audit Committee’s pre-approval process.

		2008				2007
Audit Fees		$	476,125			$	555,000
Audit -Related Fees			47,000				47,000
Tax Fees			—				43,745
All Other Fees			—				—
Total		$	523,125			$	645,745

     Audit Fees. Audit fees are the aggregate fees for services of the outside auditor for audits of the Company’s annual financial statements, the audit of internal control over financial reporting, including testing and compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and review of the Company’s quarterly financial statements included in the Company’s Forms 10-Q, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.

     Audit-Related Fees. Audit-related fees are those fees for services provided by the outside auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and not included as audit fees. The services for the fees disclosed under this category include the audit of the Company’s 401(k) and Qualified Pension Plans.

     Tax Fees. Tax fees are those fees for services provided by the outside auditor, primarily in connection with the Company’s tax compliance activities, including technical tax advice related to the preparation of tax returns.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Company’s Audit Committee has selected Ernst & Young LLP, independent auditors, to audit its financial statements for the fiscal year ending January 31, 2010, and recommends that the stockholders vote for ratification of that appointment. The Company’s Audit Committee has reviewed the professional services provided by Ernst & Young LLP, as described above, has considered the possible effect of such services on the independence of the firm, and has determined that such services have not affected Ernst & Young LLP’s independence. Notwithstanding this selection, the Audit Committee, at its discretion, may direct the appointment of new auditors at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders. If there is a negative vote on ratification, the Audit Committee will reconsider its selection.

     The affirmative vote of a majority of the votes cast is required to ratify the Audit Committee’s selection. In addition, the affirmative votes must represent at least a majority of the required quorum. If the stockholders reject the selection, the Board of Directors will reconsider its selection. The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP.

Other Matters

     Section 16 (a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Exchange Act requires the Company’s officers, directors and persons who beneficially own more than 10% of any equity security of the Company to file reports of beneficial ownership and changes in beneficial ownership with the Securities and Exchange Commission and to furnish copies of these reports to the Company. Based solely on a review of the copies of the forms that the Company received, and other information available to it, to the best of the Company’s knowledge all such reports were timely filed.

     2010 Stockholder Proposals. If a stockholder wishes to submit a proposal for consideration at the 2010 Annual Meeting of Stockholders and wants that proposal to appear in the Company’s proxy statement and form of proxy for that meeting, the proposal must be submitted in writing to the Company’s Corporate Secretary at 2027 Harpers Way, Torrance, California 90501, Attention: Robert E. Dose, no later than January 18, 2010 and must comply with all applicable SEC requirements. The submission of a stockholder proposal does not guarantee that it will be included in the Company’s Proxy Statement and form of proxy.

     The Company’s bylaws also establish an advance notice procedure with regard to nominations of persons for election to the Board of Directors and proposals for other business that are not submitted for inclusion in the Proxy Statement and form of proxy but that a stockholder instead wishes to present directly at an Annual Meeting of Stockholders. If a stockholder wishes to submit a nominee or other business for consideration at the 2010 Annual Meeting of Stockholders without including that nominee or proposal in the Company’s Proxy Statement and form of proxy, the Company’s bylaws require, among other things, that the stockholder submission contain certain information concerning the nominee or other business, as the case may be, and other information specified in the Company’s bylaws, and that the stockholder provide the Company with written notice of such nominee or business no later than February 16, 2010 provided that, if the 2010 Annual Meeting of Stockholders is advanced or delayed more than 40 days from the anniversary date, such nominee or proposal of other business must be submitted no later than the close of business on the later of the 120th day prior to the 2010 Annual Meeting of Stockholders or the 10th day following the first public announcement of the date of such meeting If the number of directors to be elected to the Board of Directors is increased and there is no public announcement specifying the size of increase before February 16, 2010, then a stockholder notice will be considered timely only with respect to nominees for new positions created by such increase if submitted not later than the close of business on the 10th day following the first public announcement of such increase. A stockholder notice should be sent to the Company’s Corporate Secretary at 2027 Harpers Way, Torrance, California 90501, Attention: Robert E. Dose. Proposals or nominations not meeting the advance notice requirements in the Company’s bylaws will not be entertained at the 2010 Annual Meeting of Stockholders. A copy of the full text of the relevant bylaw provisions may be obtained from the Company’s filing with the SEC or by writing our Corporate Secretary at the address identified above.

     Additional Matters Considered at the Annual Meeting. The Board of Directors does not know of any matters to be presented at the Annual Meeting other than as stated herein. If other matters do properly come before the Annual Meeting, the persons named on the accompanying proxy card will vote the proxies in accordance with their judgment in such matters.

     Availability of Annual Report. The Annual Report to Stockholders of the Company for the fiscal year ended January 31, 2009, is being mailed to stockholders concurrently herewith and is also available online at www.virco.com. The Company will deliver only one Proxy Statement and accompanying Annual Report to multiple stockholders sharing an address unless the Company has received contrary instructions from one or more of the stockholders. The Company will undertake to deliver promptly, upon written or oral request, a separate copy of the Proxy Statement and accompanying Annual Report to a stockholder at a shared address to which a single copy of such documents are delivered. A stockholder can notify the Company that the stockholder wishes to receive a separate copy of the Proxy Statement and/or Annual Report by contacting the Company’s Corporate Secretary at 2027 Harpers Way, Torrance, California 90501 or at (310) 553-0474. Similarly, stockholders sharing an address who are receiving multiple copies of the Proxy Statement and accompanying Annual Report may request delivery of a single copy of the Proxy Statement and/or Annual Report by contacting the Company at the address set forth above or at (310) 533-0474.

     The Company will also provide without charge a copy of its Annual Report on Form 10-K, including financial statements and related schedules, filed with the Securities and Exchange Commission, upon written or oral request from any person who was holder of record, or who represents in good faith that he/she was a beneficial owner, of Common Stock of the Company on April 24, 2009. Any such request shall be addressed to the Company at 2027 Harpers Way, Torrance, California 90501, Attention: Robert E. Dose, Secretary or by calling (310) 533-0474.

By Order of the Board of Directors

		/s/ Robert E. Dose   Robert E. Dose
		Secretary

Torrance, California
May 18, 2009

Please mark your votes as indicated in this example		X

Signature				Signature				Date

	5	FOLD AND DETACH HERE	5

Internet and Telephone voting are available through 11:59 PM Eastern Time

the day prior to the Annual Meeting day.

50446

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
VIRCO MFG. CORPORATION

Annual Meeting of Stockholders – June 16, 2009

	5	FOLD AND DETACH HERE	5

You can now access your VIRCO MFG. CORPORATION account online.

Access your Virco Mfg. Corporation stockholder account online via Investor ServiceDirect^® (ISD).

The transfer agent for Virco Mfg. Corporation now makes it easy and convenient to get current information on your shareholder account.

• View account status		• View payment history for dividends
• View certificate history		• Make address changes
• View book-entry information		• Obtain a duplicate 1099 tax form
		• Establish/change your PIN

Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time

www.bnymellon.com/shareowner/isd

Investor ServiceDirect^®

Available 24 hours per day, 7 days per week

TOLL FREE NUMBER: 1-800-370-1163

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