FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PATRICK DONALD A   2. Issuer Name and Ticker or Trading Symbol VIRCO MFG CORPORATION [VIR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VIRCO MFG. CORPORATION, 2027 HARPERS WAY 3. Date of Earliest Transaction (Month/Day/Year) 01/13/2006 (Street) TORRANCE, CA 90501 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value$.01 per share 01/13/2006   A   16,755 A (1) 69,823 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Employee Stock Option (right to buy)	$ 7.2	01/13/2006		D(2)			2,000	(3)	06/07/2015	Common Stock	2,000	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 6.89	01/13/2006		D(4)			2,000	(5)	06/04/2014	Common Stock	2,000	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 8.4	01/13/2006		D(6)			2,000	(7)	06/10/2013	Common Stock	2,000	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 13.591	01/13/2006		D(8)			2,200	(9)	06/18/2012	Common Stock	2,200	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 8.165	01/13/2006		D(10)			2,420	(11)	06/12/2011	Common Stock	2,420	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 8.546	01/13/2006		D(12)			1,331	(13)	06/20/2010	Common Stock	1,331	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 10.673	01/13/2006		D(14)			1,464	(15)	06/15/2009	Common Stock	1,464	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 16.067	01/13/2006		D(16)			805	(17)	06/23/2008	Common Stock	805	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 10.141	01/13/2006		A(18)			1,207	(19)	06/18/2007	Common Stock	1,207	(1)	0	D
Non-Employee Stock Option (right to buy)	$ 3.811	01/13/2006		D(20)			1,328	(21)	06/19/2006	Common Stock	1,328	(1)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PATRICK DONALD A C/O VIRCO MFG. CORPORATION 2027 HARPERS WAY TORRANCE, CA 90501	X

Signatures

/s/Donald A. Patrick		01/18/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On January 13, 2006, the Compensation Committee of the Board of Directors of the Issuer approved the grant of the common stock to the Reporting Person disclosed on Table I, in the form of restricted stock units, and the cancellation of the oustanding stock options held by the Reporting Person disclosed on Table II. The cancellation of these option and the grant of these restricted stock units are exempt from Section 16(b)of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 thereunder.
(2)	The option was originally granted on June 7, 2005.
(3)	This option vests 20% annually beginning June 07, 2006.
(4)	The option was originally granted on June 08, 2004.
(5)	This option vests 20% annually beginning June 08, 2005.
(6)	The option was originally granted on June 10, 2003.
(7)	This option vests 20% annually beginning June 10, 2004.
(8)	This option was originally granted on June 18, 2002.
(9)	This option vests 20% annually beginning June 18, 2003.
(10)	This option was originally granted June 12, 2001.
(11)	This option vests 20% annually beginning June 12, 2002.
(12)	The option was originally granted on June 20, 2000.
(13)	This option vests 20% annually beginning June 20, 2001.
(14)	The option was originally granted on June 15, 1999.
(15)	This option vested 20% annually beginning June 15, 2000.
(16)	The option was originally granted on June 23, 1998.
(17)	This option vested 20% annually beginning June 23, 1999.
(18)	The option was originally granted on June 18, 1997.
(19)	The option vested 20% annually beginning June 18, 1998.
(20)	The option was originally grated on June 19, 1996.
(21)	The option vested 20% annually beginning June 19, 1997

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