205 E. 6^th Street
Sioux Falls, South Dakota
Telephone 605-336-2750

April 17, 2007

Dear Shareholder:

     You are cordially invited to join us for our Annual Meeting of Shareholders to be held on Tuesday, May 22, 2007 at 9:00 a.m. (Central Daylight Time) at the Ramkota Hotel and Conference Center, 3200 W. Maple Avenue, Sioux Falls, South Dakota.

     The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting. We will also report on matters of current interest to our shareholders.

     Your vote is important. Whether you own a few shares or many, it is important that your shares are represented. If you cannot attend the meeting in person, you may vote your shares as described in the following materials.

     We look forward to seeing you at the meeting.

Sincerely,

Ronald M. Moquist
President and Chief Executive Officer

RAVEN INDUSTRIES, INC.
205 E. 6^th Street
P.O. Box 5107
Sioux Falls, South Dakota 57117-5107

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 2007

Time		9:00 a.m. CDT on Tuesday, May 22, 2007
Place		Ramkota Hotel and Convention Center, Amphitheater II
		3200 W. Maple Avenue
		Sioux Falls, South Dakota
Items of Business		(1) To elect eight directors.
		(2) To consider such other business as may properly come before the Annual Meeting or any adjournments thereof.
Record Date		You are entitled to vote if you were a shareholder at the close of business on April 11, 2007.
Annual Meeting		If you are a shareholder, please come to the Annual Meeting and present proof of ownership of our stock at the registration table. The Annual Meeting is open to shareholders and those guests invited by the Company.
Voting by Proxy		Please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. You may submit your proxy:
		(1) over the Internet;
		(2) by telephone; or
		(3) by mail.
		For specific instructions, refer to page 1 of this proxy statement and the voting instructions on the proxy card.

THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT APRIL 17, 2007.

By Order of the Board of Directors,

Thomas Iacarella
Secretary

PROXY STATEMENT TABLE OF CONTENTS

		PAGE
General		1
Voting Securities and Proxies		1
Ownership of Common Stock		2-3
Election of Directors		4
Board of Directors and Committees		5-6
Corporate Governance		7-8
Non-Management Director Compensation		9
Executive Compensation
Compensation Discussion and Analysis		10-13
Compensation Committee Report		13
Summary Compensation Table		14-15
Grants of Plan Based Awards in Fiscal 2007		16
Outstanding Equity Awards at Fiscal 2007 Year-end		17
Option Exercises in Fiscal 2007		17
Potential Payments on Termination or Change-in-Control		18-19
Independent Registered Public Accounting Firm Fees		20
Audit Committee Report		21
Other Matters		21-22

PROXY STATEMENT
of
RAVEN INDUSTRIES, INC.
205 E. 6^th Street
P.O. Box 5107
Sioux Falls, South Dakota 57117-5107

Annual Meeting of Shareholders to be held
May 22, 2007

GENERAL

     This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Raven Industries, Inc. (the “Company” or “Raven”) to be used at the Annual Meeting (the “Meeting”) of Shareholders of the Company, which is to be held on Tuesday, May 22, 2007, at 9:00 A.M. (C.D.T.) at the Ramkota Hotel and Convention Center, Amphitheater II, 3200 West Maple Avenue, Sioux Falls, South Dakota. The approximate date on which this Proxy Statement and accompanying proxy were first sent or given to shareholders was April 17, 2007. Each shareholder who signs and returns a proxy in the form enclosed with this Proxy Statement may revoke it at any time prior to its use by giving notice of such revocation to the Company in writing or in open meeting or by such shareholder giving a valid proxy bearing a later date. Presence at the meeting by a shareholder who has signed a proxy does not alone revoke the proxy. Only shareholders of record at the close of business on April 11, 2007 (the “Record Date”) will be entitled to vote at the Meeting or any adjournments thereof.

VOTING SECURITIES AND PROXIES

     The Company has outstanding only one class of voting securities, Common Stock, $1.00 par value, of which 18,083,705 shares were outstanding as of the close of business on the Record Date. Shareholders representing a majority of the shares of Common Stock outstanding and entitled to vote must be present in person or represented by proxy in order to constitute a quorum to conduct business at the Meeting. With respect to the election of directors, each shareholder has cumulative voting rights and is, therefore, entitled to (i) give one nominee a number of shares equal to the number of directors to be elected (which is eight) multiplied by the number of shares to which such shareholder is entitled to vote, or (ii) distribute the total number of shares among as many nominees as the shareholder deems advisable to vote. Where cumulative voting is exercised, there shall be deemed elected the candidates receiving the most votes for places to be filled by such election. If cumulative voting is exercised, the shares of a shareholder who either abstains, votes to withhold authority to vote for the nominees named below or who does not otherwise vote in person or by proxy (including broker-nominees) will not be counted for the election of directors. If no shareholder exercises its right to cumulate votes, then directors will be elected by the affirmative vote of a majority of shares of Common Stock represented at the meeting and eligible to vote. For this purpose, a shareholder who abstains with respect to the election of a director is considered to be present and entitled to vote on the election of a director at the Meeting, and is in effect casting a negative vote, but a shareholder (including a broker) who does not give authority to a proxy to vote, or withholds authority to vote on the election of a director, shall not be considered present and entitled to vote on the election of a director.

     Discretionary authority to cumulate votes is being solicited by the Board of Directors (the “Board”). Unless otherwise directed by a shareholder, the proxies named in the accompanying proxy card may elect to cumulate votes cast pursuant to a proxy by casting all such votes for one nominee or by distributing such votes among as many nominees as they deem desirable. If a shareholder desires to restrict the proxies named in the accompanying proxy card in casting votes for certain nominees, the shareholder should give such direction on the proxy card. On all matters other than the election of directors, each share of Common Stock is entitled to one vote and approval requires the affirmative vote of a majority of the eligible votes cast at the meeting.

OWNERSHIP OF COMMON STOCK

     The following table sets forth as of the Record Date certain information with respect to the beneficial ownership of the Company’s Common Stock by (i) any person known by the Company to be the owner, of record or beneficially, of more than 5% of the Common Stock, (ii) each of the executive officers, directors and nominees for election to the Company’s Board of Directors, and (iii) all executive officers and directors as a group.

Name		Shares
of beneficial		beneficially				Percent of
owner		owned				Class
David R. Bair			34,199	(1)			*
Anthony W. Bour			50,430	(11)			*
David A. Christensen			640,212	(2,11)			3.5
Thomas S. Everist			12,200	(11)			*
Mark E. Griffin			98,980	(3,11)			*
James D. Groninger			13,373	(4)			*
Conrad J. Hoigaard			150,000	(11)			*
Thomas Iacarella			125,633	(5)			*
Kevin T. Kirby			10,000				*
Cynthia H. Milligan			4,918	(11)			*
Ronald M. Moquist			920,554	(6)			5.1
Barbara K. Ohme			28,351	(7)			*
Daniel A. Rykhus			47,266	(8)			*
Mark L. West			69,421	(9)			*
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202			2,384,400	(10)			13.2
All executive officers, directors and nominees as a group (14 persons)			2,205,537	(11,12)			12.1

ELECTION OF DIRECTORS

     Eight directors are to be elected at the Meeting, each director to hold the office until the next Annual Meeting of Shareholders, or until his or her successor is elected and qualified. All of the nominees listed below, except Mr. Kirby, are now serving as directors and all of the nominees have consented, if elected, to serve as directors. Independence has been determined according to Nasdaq listing standards. The Governance Committee of the Board of Directors has nominated the following persons for election as directors:

		Principal Occupation, Business Experience Past		Director		Independent
Name of Nominee (Age)		Five Years and Directorships in Public Companies		Since		Director
Anthony W. Bour (69)		President and Chief Executive Officer of Showplace Wood Products, Harrisburg, SD since 1999. Director of U.S. Bank of South Dakota, Sioux Falls, SD.		1995		Yes
David A. Christensen (72)		Former President and Chief Executive Officer of the Company from 1971 to 2000. Former Director (1976 – 2005) of Xcel Energy, Inc. Minneapolis, MN; and Former Director (1977-2003) of Wells Fargo & Co., San Francisco, CA.		1971		Yes
Thomas S. Everist (57)		President and Chief Executive Officer of The Everist Company, Sioux Falls, SD; Former President and Chief Executive Officer, L.G. Everist, Inc., Sioux Falls, SD, 1987-2002. Director of MDU Resources, Bismarck, ND.		1996		Yes
Mark E. Griffin (56)		President and Chief Executive Officer of Lewis Drugs, Inc., Sioux Falls, SD since 1986. President and Chief Executive Officer of Griffson Realty Company, Fredin Associates and G.E.F. Associates, Sioux Falls, SD.		1987		Yes
Conrad J. Hoigaard (70)		Chairman of the Board of the Company since 1980. President and Chairman of the Board of Hoigaard’s Inc., Minneapolis, MN since 1972.		1976		Yes
Kevin T. Kirby (52)		President, Kirby Investment Corporation since 1993. Former Director (1989-2001) of Raven Industries, Inc.				Yes
Cynthia H. Milligan (61)		Dean of the College of Business Administration University of Nebraska-Lincoln since 1998. Director of Wells Fargo and Co., San Francisco, CA; and Calvert Funds, Bethesda, MD.		2001		Yes
Ronald M. Moquist (61)		President and Chief Executive Officer of the Company since 2000. Executive Vice President of the Company from 1985 to 2000. Joined the Company in 1975 as Sales and Marketing Manager.		1999		No

     All shares represented by proxies will be voted for the election of the foregoing nominees; provided, however, that if any such nominee should withdraw or otherwise become unavailable for reasons not presently known, such shares may be voted for another person in place of such nominee in accordance with the best judgment of the persons named in the proxies.

     The affirmative vote of the holders of the greater of (a) a majority of the outstanding shares of Common Stock of the Company present and entitled to vote for the election of directors or (b) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for transaction of business at the meeting, is required for the election of directors. A shareholder who abstains with respect to the election of directors is considered to be present and entitled to vote on the election of directors at the meeting, and is in effect casting a negative vote, but a shareholder (including a broker) who does not give authority to a Proxy to vote, or withholds authority to vote, on the election of directors, shall not be considered present and entitled to vote on the election of directors.

     All shares represented by proxies will be voted FOR all the previously named nominees unless a contrary choice is specified.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES.

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held four regular quarterly meetings and one special meeting during the last fiscal year. The Company has an Audit Committee, Personnel and Compensation Committee and a Governance Committee. All directors attended at least 75 percent of their Board and Committee meetings.

Governance Committee.
Members:		Cynthia H. Milligan (Chair)
		Anthony W. Bour
		David A. Christensen
		Thomas S. Everist
		Mark E. Griffin
		Conrad J. Hoigaard
Independence:		All of the Committee members meet the independence requirements of Nasdaq listing standards.
Responsibilities:		The Committee reviews corporate governance standards and nominates candidates for the Board of Directors. It met twice in fiscal 2007. The Committee is also responsible for assessing the Board’s effectiveness. It has established policies regarding Shareholder Communications with the Board, Nominations and Related Party Transactions which are available on the Company’s website, www.ravenind.com.
Charter:		The Charter is available on the Company’s website, www.ravenind.com.
Audit Committee.
Members:		Thomas S. Everist (Chair)
		Anthony W. Bour
		Cynthia H. Milligan
Independence and Financial Expertise:		The Board has determined that each member of this Committee meets the requirements to be named “audit committee financial experts” as defined by the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002. The Committee members also meet the independence requirements of Nasdaq listing standards.
Responsibilities:		The Audit Committee monitors the company’s procedures for reporting financial information to the public. It held two meetings in fiscal 2007. It is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm and has the sole authority to appoint or replace the independent registered public accounting firm. The Committee reviews the scope of the annual audit. The Committee also reviews related reports and recommendations and preapproves any non-audit services provided by such firm. In addition, the Committee maintains through regularly scheduled meetings and quarterly conference calls with the Committee Chair, open lines of communications between the Board of Directors and the Company’s financial management and independent registered public accounting firm. See the “Audit Committee Report” below.
Charter:		The charter is available on the Company’s website, www.ravenind.com.

Personnel and Compensation Committee.
Members:		David A. Christensen (Chair)
		Mark E. Griffin
		Conrad J. Hoigaard
Independence, Insiders and Interlocks:		All of the Committee members meet the independence requirements of Nasdaq listing standards. Mr. Christensen is the former President and Chief Executive Officer of the Company and joined the Committee after his retirement. No executive officer of the Company served as a member of the Compensation Committee or Board of Directors of another entity in which one of whose executive officers served on the Company’s Compensation Committee or Board of Directors during fiscal 2007.
Responsibilities:		The Committee reviews the Company’s executive remuneration policies and practices, and makes recommendations to the Board in connection with compensation matters affecting the Company. It held three meetings in fiscal 2007. Compensation matters concerning the Chief Executive Officer and the other executives of the Company were approved by the full Board in executive session, with the Chief Executive Officer excused. See the “Compensation Committee Report” on page 13.
Charter:		The charter is available on the Company’s website, www.ravenind.com.

CORPORATE GOVERNANCE

     Code of Ethics. The Board of Directors, through its Governance Committee has adopted a Code of Conduct that applies to directors, officers and all employees of the Company. The Code of Conduct is available on the Company’s website at www.ravenind.com.

     Certain Relationships and Related Transactions. Mrs. Milligan is on the Board of Directors of Wells Fargo and Co., the parent company of Wells Fargo Bank, N.A., which provides borrowings to the Company pursuant to a line of credit, the terms of which management considers competitive with other sources generally available to the Company. There were no borrowings under the credit line in fiscal 2007. As of April 11, 2007, the Company has no borrowings, and $1.4 million of letters of credit outstanding under the line of credit.

     The Company has adopted a written policy governing related party transactions. Under this policy, before effecting or continuing any “related party transaction,” the Audit Committee of the Board must first ratify or approve of the transaction and conclude that the transaction is on terms comparable to those that the Company could reasonably expect in an arm’s length transaction with an unrelated third party. Under the policy, a “related party transaction” is any transaction with a related party other than one generally available to all Company employees or involving an amount less than $25,000. A “related party” is (i) a senior officer or a director, including members of their immediate family, (ii) a holder of more than 5% of our common stock, or (iii) an entity owned or controlled by the persons described in clauses (i) or (ii). The policy is available on the company’s website at www.ravenind.com. The Company’s relationship with Wells Fargo will be reviewed annually under this policy.

     Nominations to the Board of Directors. The Governance Committee of the Board of Directors will recruit highly skilled and participative candidates who have the ability to strengthen the Board of Directors. The Governance Committee will consider timely presented nominations from shareholders if candidates are qualified.

     Current directors whose performance, capabilities and experience meet the Company’s expectations and needs are typically nominated for reelection. In accordance with the Company’s Corporate Governance Standards, as amended on March 17, 2007, directors are not re-nominated after they reach their 75^th birthday.

     The size of the Board should be between seven and nine members, with a majority being independent members as defined by the Securities and Exchange Commission and the Nasdaq Stock Market. The Company’s lawyers, investment bankers and others with business links to the Company may not become directors. Interlocking directorships are not allowed.

     Recognizing that the contribution of the Board will depend on not only the character and capabilities of the directors taken individually but also on their collective strengths, the Board should be composed of:

	•		Directors chosen with a view toward bringing to the Board diverse experiences and backgrounds relevant to the Company’s business;
	•		Directors who will form a balanced core of business executives with varied expertise;
	•		Directors who have substantial experience outside the business community — in the public, academic or scientific communities, for example;
	•		Directors who will represent the balanced, best interests of the shareholders as a whole rather than special interest groups or constituencies; and
	•		A majority of directors who are independent of the Company.

     In considering possible candidates for election as a director, the Governance Committee should be guided in general by the composition guidelines established above and, in particular, by the following:

	•		Each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others and exercise good judgment;
	•		Each director should be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
	•		Each director should possess substantial and significant experience which would be of particular importance to the Company in the performance of the duties of a director;
	•		Each director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director; and
	•		Each director should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole.

     Consistent with the Company’s bylaws, and the Governance Committee Charter, the Governance Committee will review and consider for nomination any candidate for membership to the Board recommended by a shareholder of the Company, in accordance with the evaluation criteria and selection process described above. Shareholders wishing to recommend a candidate for consideration in connection with an election at a specific annual meeting should notify the Governance Committee well in advance of the meeting date to allow adequate time for the review process and preparation of the proxy statement, and in no event later than the first day of February.

     Communications with the Board of Directors. The Board of Directors believes that the most efficient means for shareholders and other interested parties to raise issues and questions and to get a response is to direct such communications to the Company through the office of the Secretary of the Company. Other methods are also described in the Investor Relations section of the Company’s public website, www.ravenind.com.

     If, notwithstanding these methods, a shareholder or other interested party wishes to direct a communication specifically to the Board of Directors, a letter to the Board is the most appropriate method. To insure that the communication is properly directed in a timely manner, it should be clearly identified as intended for the Board:

Raven Industries, Inc.
Attention: Board Communications – (Director Name if applicable)
P.O. Box 5107
Sioux Falls, SD 57117-5107

     The Corporate Secretary’s Office will collect and organize all such communications. A summary of communications received will be periodically provided to the Company’s Governance Committee, who will make the final determination regarding the disposition of any such communication.

     The Board believes that the Company should speak with one voice and has empowered management to speak on the Company’s behalf subject to the Board’s oversight and guidance on specific issues. Therefore, in most circumstances the Board will not respond directly to inquiries received in this manner but may take relevant ideas, concerns and positions into consideration.

NON-MANAGEMENT DIRECTOR COMPENSATION

During fiscal 2007, directors who were not full-time employees of the Company were paid a retainer fee of $26,667, plus $1,200 for each regular board meeting and $600 for each telephonic or committee meeting. The Chairman of the Board received $1,200 per month in lieu of meeting fees. The Audit Committee Chair received $2,000 annually for quarterly audit updates and other duties.

Directors received a matching Stock Unit Award under the Deferred Compensation Plan for Directors of Raven Industries, Inc. approved by the Shareholders on May 23, 2006. Retainers may also be deferred under this plan.

Director Compensation Table

		Fees Earned or Paid				Stock Awards				All Other				Total
		in Cash (1)								Compensation (2)
Name		($)				($)				($)				($)
Conrad J. Hoigaard			41,067				20,000				169				61,236
Anthony W. Bour			33,867				20,000				310				54,177
David A. Christensen			34,467				20,000				169				54,636
Mark E. Griffin			34,467				20,000				169				54,636
Thomas S. Everist			35,867				20,000				169				56,036
Cynthia H. Milligan			33,867				20,000				310				54,177

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

Raven’s Executive Compensation Program, developed by management and approved by the Personnel and Compensation Committee of the Board of Directors, is intended to be simple, focused on a few key performance metrics and balanced between:

	•		employees, managers and executives
	•		long-term and short-term objectives
	•		financial and stock performance
	•		cash and equity compensation.

The compensation program is designed to align the executive team with the interests of Raven shareholders. The plan uses salary and benefits, a management incentive program and stock options to achieve these goals. Retention of top talent and achievement of corporate objectives are the best measurements of an effective compensation plan.

Raven also uses non-compensatory programs, such as annual performance reviews, employee improvement and education programs, and succession planning. These programs are more effective than compensation for optimizing talent utilization and executive development.

Objectives of the Company’s Executive Compensation Program

Alignment with Shareholder Interests

Our compensation program is designed to motivate and reward Raven’s executives to achieve the short and long-term goals that we believe will enhance shareholder value. The short-term goals are embodied in our annual budget. These include net income growth, productivity gains, working capital utilization and expense control. Building on these short-term objectives, the program also seeks to reward executives for enhancing shareholder value over the long-term. Raven’s long-term objectives include growing sales and net income over each three-year period by an average of 12 and 15 percent per year, respectively, and efficiently utilizing invested capital.

Retention

Retention aspects of the program are designed to take advantage of the experience of Raven executives and avoid unwanted turnover in the executive team. The executive officers identified on the Summary Compensation Table on page 14 (the “Named Executives”) average over 18 years experience with Raven. We believe that promotion from within and length of tenure at every level of the organization enhances productivity and reduces compensation cost.

Internal Equity

The Company strongly believes in internal equity. We review executive pay to prevent it from becoming disproportionately large when compared to the other key managers and employees. The practice of internal equity is difficult to maintain in today’s compensation environment if management turnover is high and we are required to recruit from outside Raven to fill key positions.

Role of Management, the Personnel and Compensation Committee and Consultants

Raven management hires, retains, and develops employee talent at every level of the organization. Our human resources department and Vice President of Administration obtain competitive survey information for positions and locations throughout the Company. This is the starting point for decisions on compensation. Raven tries to maintain compensation in the middle of relevant range for non-executive positions. Executive compensation is driven by taking the results for management employees and extrapolating to key employees and ultimately the executive team and the Named Executives.

Our President and Chief Executive Officer presents a summary of executive compensation to the Personnel and Compensation Committee (the “Committee”) for review and approval annually. The

Committee approves executive salaries, benefits and stock option grants. The Committee’s decisions regarding the compensation of our President and Chief Executive Officer are made in executive session. Management and the Committee do not use compensation consultants because we believe consultants tend to raise, rather than control, the level of compensation.

Components of the Company’s Executive Compensation Program

Base Salary

Salaries for the Named Executives are based on the scope of their responsibilities, performance, and experience. The salaries of their peers and subordinates inside and outside the Company are considered when setting salary levels. The primary objectives addressed by base salary in the Compensation Program are to retain and attract qualified and experienced executives into these positions. The salary indicates the basic level compensation commitment that Raven has to the Named Executives and their positions in the Company.

Management Incentive Plan

The management incentive plan is intended to pay the Named Executives when they achieve the annual financial objectives of their operations. Incentive payments for the named executives range from 50 to 70% of annual base salary, which is designed to put a sizable portion of the Named Executives’ cash income at risk if annual objectives are not achieved. For example, Mr. Moquist’s incentive payment dropped by over $100,000 in fiscal 2007, due primarily to the Company’s lower net income growth.

Incentive plans for the Chief Executive Officer and Chief Financial Officer are based on achieving net income, expense control and inventory turn targets. Net income targets are generally established as a range, such that no incentive is paid until Raven has achieved at least the bottom of the target range, and the maximum paid if the Company achieved the high end of the target range would, in the case of Mr. Moquist, be 58% of his base salary. Mr. Moquist was also entitled to incentive compensation of up to 7% of his base salary if the Company meets certain expense control targets and up to 5% if inventory turn targets were met. Mr. Moquist’s maximum payout would be 70% of his salary. Mr. Iacarella’s incentive is based on similar criteria, with a maximum payout of 60%.

All the other Named Executives are Division Managers. Their incentives are based on achieving targets for their respective operating units. Targets include levels of operating income net of a charge for working capital utilization, inventory turns, and productivity improvements. Mr. Rykhus, as Executive Vice President could be paid up to 52% of base salary based on income, and 4% of base salary for each of his division’s inventory and productivity targets. Mr. Rykhus’ maximum payout would be 60% of his base salary. Mr. Bair and Mr. Groninger, as Divisional Vice Presidents could have a maximum payout of 50% of base salary.

Incentive payments are based on formulas defined and documented at the beginning of Raven’s fiscal year. Income based formulas are usually set so that if budgeted results are achieved, the income based incentive would pay about 60% of maximum payout levels. The Committee approves the incentive payments, which are usually paid in March of each year.

In fiscal 2007, maximum incentive plan payouts for the Named Executives were raised by approximately 10 percentage points. Management had been raising salaries for competitive reasons for key managers throughout the Company in recent years and believed executive compensation needed to keep pace. Rather than increasing the salary component, management recommended, and the Committee agreed, that increasing incentive plan maximums would be the most cost effective method to achieve the equity adjustment.

Stock Options

Awards of stock options are designed to promote the alignment of long-term interests between an executive and Raven shareholders as well as to assist in the retention of executives and key employees. The ultimate value of the options to the executives is directly tied to increases in the value of Raven common shares. The options are granted annually at the November Committee meeting, vest in equal installments over four years and expire in five years. The Committee and management believe that the policy of granting options annually, along with the relatively short life of the options, helps prevent option holders from benefiting from long-term increases in the stock market and more effectively ties

their compensation to Raven’s success. The shorter life also reduces option expense recorded on the income statement. The Committee has never reset an option price.

The Committee grants options to executives and key employees based on the size of their base salary and their importance to Raven’s success. The number of shares covered by the option multiplied by the exercise price is intended to approximate the value of the Named Executive’s “Salary” and “All other compensation” as shown in the Summary Compensation Table.

Raven’s stock options have a retirement provision that allow them to be kept by the employee if the sum of the employee’s age and years of service exceeds 80. The Committee modified this provision in November 2006 to require one year of service before the retirement provision can be invoked. The Committee believes that this will encourage executives to remain with Raven or, in certain instances, give additional notice before retiring. As a result of the amendment, we now record option expense for retirement eligible employees over 12 months rather than at the date of grant. One result of this change is that in the Summary Compensation Table, Mr. Moquist’s option award expense was lower in fiscal 2007 than in fiscal 2006. The Black-Scholes values of Mr. Moquist’s grants were $141,739 in fiscal 2006 and $133,126 in fiscal 2007, but because the fiscal 2007 grant is being expensed over 12 months, compensation expense decreased from $141,739 to $33,282.

Raven does not have a formal policy on the retention of shares derived from stock options. Our executives are strongly encouraged not to sell shares other than when paying taxes on option exercises. Executives have historically retained a substantial portion of their shares. The shares owned by the executive officers of the Company are listed on page 2 of this proxy statement under the caption “Ownership of Common Stock.”

All Other Compensation

We provide other benefits to executives, which we believe to be reasonable, competitive and consistent with the overall Compensation Program. Raven considers these items in conjunction with base salary in meeting the objectives of retaining and attracting qualified and experienced executives. These items are detailed in footnote 2 to the Summary Compensation Table. The retirement and profit sharing benefits are essentially the same as all other Raven employees receive. Life insurance benefits to the Chief Executive and Chief Financial Officers represent the Company’s continuing commitment under an estate-planning program we no longer make available to new executives. The Chief Executive Officer has use of a Company provided automobile. Raven also provides supplemental health and wellness benefits available to its executives to encourage a healthy lifestyle. To the extent insurance and health benefits are subject to income taxes, executives are reimbursed for this additional tax.

Post-termination Compensation and Benefits

Raven has employment agreements with each Named Executive, which provides for a 30-day notice before termination and outlines the employment benefits discussed under “All Other Compensation” above and retirement benefits. The purpose of the benefits is to attract and retain seasoned executives, rewarding their long-term commitment to Raven. Retirement benefits, available when the sum of the employee’s age and years of service exceeds 80, represent a continuation of the health and insurance benefits outlined in “All Other Compensation” above.

The Committee approved dual-trigger “Change in Control” agreements effective January 31, 2007. Upon a change in control, positions held by the Named Executives may be at risk. By providing a benefit of one or two times salary and incentive payments if executives are terminated, the Committee believes that the new agreements will maintain stability within its executive group in the event of a change in control. Previous change in control agreements were originally intended to be a takeover defense.

Executive Compensation for the Named Executives

Chief Executive Officer

With more than 31 years of service at Raven, Mr. Moquist has been our President and Chief Executive Officer since fiscal 2000. His total fiscal 2007 compensation of $453,000 declined by 30.1% from fiscal 2006. The primary reasons were a lower management incentive payment because of the Company’s lower income growth in fiscal 2007 when compared to fiscal 2006 and a change in the retirement terms of his stock option grant in fiscal 2007 as compared to fiscal 2006. His base salary increased by 3.4%, which was in line with the Company-wide rate of increase. His maximum incentive payout was raised from 60% to 70% as discussed above. He received a grant of 14,000 stock options.

Chief Financial Officer

Mr. Iacarella is our Chief Financial Officer. His total compensation of $286,000 declined by 5.0% in fiscal 2007 as a result of lower incentive plan payments. His base salary increased by 4.9%, which was slightly higher than the Company-wide rate of increase due to an adjustment designed to maintain internal equity. His maximum incentive payout was raised from 50% to 60%. He received a grant of 7,500 stock options.

Division Management

Mr. Bair leads Raven’s Electronic Systems Division. With the strong performance of that division and higher maximum incentive payout levels, his total compensation increased by 12.1% in fiscal 2007. His base salary increased by 4.1% and he received 6,000 stock options.

Mr. Groninger heads the Engineered Films Division. Mr. Groninger’s total compensation increased by 14.1%. He received an 8.6% salary increase because of growth in Engineered Films and internal equity considerations. His incentive payout increased because of his higher salary and the increase in maximum payouts given to all the Named Executives. He received a grant of 6,500 stock options.

Mr. Rykhus is Raven’s Executive Vice President and Division Manager of the Flow Controls Division. His total compensation declined by 10.0% because he received no payment under the management incentive plan in fiscal 2007. The Flow Controls Division recorded lower operating results in fiscal 2007 and did not meet its targets. His base salary increased by 5.0% due to his increasing corporate responsibilities. His stock option grant was for 7,200 shares.

COMPENSATION COMMITTEE REPORT

     The Personnel and Compensation Committee of the Company’s Board of Directors has reviewed and discussed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on its review and discussion with management, the committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s 2007 proxy statement.

     Submitted by the Personnel and Compensation Committee of the Company’s Board of Directors:

     David A. Christensen     Mark E. Griffin     Conrad J. Hoigaard

SUMMARY COMPENSATION TABLE

		Fiscal Year				Salary				Option Awards				Non-equity				All Other				Total
														Incentive Plan				Compensation
														Compensation
						($)				($)				($)				($)				($)
Name and Principal Position										(1)				(2)				(3)
Ronald M. Moquist			2007				304,000				33,282				60,192				55,356				452,830
President and			2006				294,000				141,739				160,524				51,601				647,864
Chief Executive Officer
Thomas Iacarella			2007				170,000				55,783				29,920				30,269				285,972
Vice President and			2006				162,000				44,251				67,100				27,697				301,048
Chief Financial Officer
David R. Bair			2007				151,000				42,926				63,420				20,740				278,086
Division Vice President			2006				145,000				31,805				53,650				17,463				247,918
Electronic Systems Division
James D. Groninger			2007				150,000				41,083				55,650				21,999				268,732
Division Vice President			2006				138,000				24,545				51,060				21,771				235,376
Engineered Films Division
Daniel A. Rykhus			2007				167,000				51,173				—				22,906				241,079
Executive Vice President			2006				159,000				37,488				47,859				23,665				268,012
Flow Controls Division

		Fiscal year				Income				Expense control				Inventory turns				Productivity				Total non-equity
																		improvements				incentive plan
Name																						compensation
Ronald M. Moquist			2007				38,912				21,280				—				N/A				60,192
			2006				141,120				17,346				2,058				N/A				160,524
Thomas Iacarella			2007				18,020				11,900				—				N/A				29,920
			2006				58,320				8,100				680				N/A				67,100
David R. Bair			2007				63,420				N/A				—				—				63,420
			2006				49,300				N/A				—				4,350				53,650
James D. Groninger			2007				55,650				N/A				—				—				55,650
			2006				46,920				N/A				—				4,140				51,060
Daniel A. Rykhus			2007				—				N/A				—				—				—
			2006				47,859				N/A				—				—				47,859

		Fiscal year				Retirement				Life				Supplemental				Other fringe				Tax				Total all
						benefit and profit				insurance				health benefits				benefits				reimbursement				other
						sharing plans				premiums												on taxable				compensation
																						fringe benefits
Name						(a)								(b)				(c)
Ronald M. Moquist			2007				14,611				11,515				6,643				15,362				7,225				55,356
			2006				14,990				11,515				2,369				15,475				7,252				51,601
Thomas Iacarella			2007				7,793				4,412				7,316				5,224				5,524				30,269
			2006				8,286				4,412				4,916				5,457				4,626				27,697
David R. Bair			2007				6,825				690				8,728				1,860				2,637				20,740
			2006				5,846				429				6,692				2,640				1,856				17,463
James D. Groninger			2007				6,702				443				8,681				2,688				3,485				21,999
			2006				7,180				402				8,901				2,640				2,648				21,771
Daniel A. Rykhus			2007				7,126				338				8,521				3,185				3,736				22,906
			2006				7,913				308				9,301				2,639				3,504				23,665

GRANTS OF PLAN BASED AWARDS IN FISCAL 2007

						All other Option Awards:				Exercise or Base Price				Grant Date Fair Value of
						Number of Securities				of Option Awards				Stock and Option
						Underlying Options								Awards
						(#)				($/Share)				($)
Name		Grant Date												(1)
Ronald M. Moquist			11/20/2006				14,000				28.01				133,126
Thomas Iacarella			11/20/2006				7,500				28.01				71,318
David R. Bair			11/20/2006				6,000				28.01				57,054
James D. Groninger			11/20/2006				6,500				28.01				61,809
Daniel A. Rykhus			11/20/2006				7,200				28.01				68,465

OUTSTANDING EQUITY AWARDS AT FISCAL 2007 YEAR-END

		Option Awards (1)
		Number of Securities				Number of Securities				Option Exercise Price				Option Expiration Date
		Underlying				Underlying
		Unexercised Options				Unexercised Options
		(#)				(#)				($)
Name		Exercisable				Unexercisable
Ronald M. Moquist			40,000				—				7.00				11/18/2007
			18,000				6,000				13.50				11/21/2008
			8,000				8,000				22.00				11/19/2009
			3,250				9,750				31.05				11/18/2010
			—				14,000				28.01				11/20/2011
Thomas Iacarella			20,000				—				7.00				11/18/2007
			9,750				3,250				13.50				11/21/2008
			4,000				4,000				22.00				11/19/2009
			1,750				5,250				31.05				11/18/2010
			—				7,500				28.01				11/20/2011
David R. Bair			8,000				—				7.00				11/18/2007
			7,500				2,500				13.50				11/21/2008
			3,150				3,150				22.00				11/19/2009
			1,425				4,275				31.05				11/18/2010
			—				6,000				28.01				11/20/2011
James D. Groninger			2,500				2,500				13.50				11/21/2008
			3,400				3,400				22.00				11/19/2009
			1,550				4,650				31.05				11/18/2010
			—				6,500				28.01				11/20/2011
Daniel A. Rykhus			14,000				—				7.00				11/18/2007
			9,000				3,000				13.50				11/21/2008
			3,750				3,750				22.00				11/19/2009
			1,700				5,100				31.05				11/18/2010
			—				7,200				28.01				11/20/2011

OPTION EXERCISES IN FISCAL 2007

		Option Awards
		Number of Shares				Value Realized on
		Acquired on Exercise				Exercise
Name		(#)				($)
Ronald M. Moquist			22,856				546,830
Thomas Iacarella			3,151				80,272
David R. Bair			7,982				223,555
James D. Groninger			5,000				140,750
Daniel A. Rykhus			14,000				436,450

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

The following table shows the payments and benefits that the Named Executives would receive in connection with a variety of employment termination scenarios and upon a change in control of Raven. The information assumes that termination occurred on January 31, 2007. Raven would provide all of the payments. There are no assets set aside for these benefits. The Named Executives must comply with confidentiality and non-competition provisions of the agreements to retain benefits.

The table does not include amounts otherwise due to the executives, such as earned but unpaid salary, bonus and vacation pay. The table does include the value of unvested stock options, which would vest for all of Raven’s key employees.

Termination other than for a change in control is governed by employment agreements with the executives. These agreements require 30 days written notice before termination can occur. They also have retirement provisions that, if the executive’s years of employment and age added together exceed 80, allow for early retirement. Early retirement triggers post-retirement benefits under the employment agreement. Retiring executives retain health care and other insurance benefits. The retired executive will be reimbursed for health expenditures up to a percentage (10% for Mr. Moquist and Mr. Iacarella, 3.5% for others) of the executive’s highest salary and bonus over the last five years of employment. Retirement benefits continue until the last to die of the executive or spouse. In the case of Mr. Moquist and Mr. Iacarella, the benefits are “grossed-up” for income tax purposes. Only Mr. Moquist was eligible for retirement benefits at January 31, 2007. In the event of an executive’s death, the benefits available to the surviving spouse would be limited to vested retirement benefits.

Raven entered into new Change in Control agreements with the Named Executives on January 31, 2007. A “Change in Control” includes (a) the acquisition by any person, entity or group of beneficial ownership of 25% or more of the then outstanding shares of Raven common stock; (b) certain changes in a majority of the members of our Board of Directors, or (c) approval by the shareholders of a reorganization, merger or consolidation (with certain exceptions), or of a liquidation, dissolution or sale of all or substantially all of Raven’s assets.

For the executives to obtain benefits under the Change in Control agreements, a second triggering event must occur. This would include a termination without cause or a constructive termination (an adverse change in the officer’s status or compensation). The benefits include a lump sum payment equal to the product of (A) the sum of (i) the employee’s annual base salary then in effect and (ii) 60% of the maximum target or goal amount under the Management Incentive Plan for the year in which the date of termination occurs and (B) a multiple of 2.0 for Messrs. Moquist, Iacarella and Rykhus, or 1.0 for Messrs. Bair, and Groninger. The executive also vests under the applicable retirement benefits policy; provided that the benefits (A) will not become payable until the employee reaches age 65 (unless the benefits are payable at the employee’s age at that time under the terms of the policy), and (B) will not be provided to the extent such benefits are provided by another employer at no cost to the employee.

						Lump-sum												Annual
						benefits												Benefits (1)
						Salary				Value				Total				Continued				Maximum				Maximum Tax				Maximum
						and				of Unvested				Lump-sum				Insurance				Supplemental				Reimbursement				Annual
						Incentives				Stock				Benefits				Coverage				Health				on Benefits				Benefits
										Options												Benefits
		Type of				($)				($)				($)				($)				($)				($)				($)
Name		Separation																(2)				(3)				(3)
Ronald M. Moquist		Without Cause					25,333				141,020				166,353				10,259				45,452				24,474				80,185
		For Cause					—				141,020				141,020				—				—				—				—
		Retirement					—				141,020				141,020				10,259				45,452				24,474				80,185
		Change in Control					863,360				146,900				1,010,260				10,259				45,452				24,474				80,185
Thomas Iacarella		Without Cause					14,167				—				14,167				—				—				—				—
		For Cause					—				—				—				—				—				—				—
		Change in Control					462,400				77,393				539,793				9,285				22,910				12,336				44,531
David R. Bair		Without Cause					12,583				—				12,583				—				—				—				—
		For Cause					—				—				—				—				—				—				—
		Change in Control					196,300				60,100				256,400				8,052				7,505				—				15,557
James D. Groninger		Without Cause					12,500				—				12,500				—				—				—				—
		For Cause					—				—				—				—				—				—				—
		Change in Control					195,000				61,917				256,917				8,052				7,198				—				15,250
Daniel A. Rykhus		Without Cause					13,917				—				13,917				—				—				—				—
		For Cause					—				—				—				—				—				—				—
		Change in Control					454,240				61,917				516,157				8,052				7,240				—				15,292

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

          PricewaterhouseCoopers LLP served as the Company’s independent registered public accounting firm during fiscal 2007. The Company’s Audit Committee has engaged PricewaterhouseCoopers LLP to perform three quarterly reviews in fiscal 2008. The Committee selects the independent registered public accounting firm, for a one-year engagement, at its August meeting. No representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting of Shareholders. The aggregate fees billed by PricewaterhouseCoopers LLP for fiscal 2007 and 2006 are presented in the following table:

		2007				2006
Audit (1)		$	317,500			$	295,000
Audit related (2)			12,500				13,600
Tax services (3)			11,850				120,500
Other (4)			1,500				—
Total Fees		$	343,350			$	429,100

All items included in the above fee summary were subject to Audit Committee pre-approval. Such approval was obtained from the Committee or the Chair of the Committee prior to services performed and/or billing of services.

AUDIT COMMITTEE REPORT

          The Audit Committee of the Board of Directors of Raven Industries, Inc. (the “Audit Committee”) is composed of three independent directors and operates under a written charter. A copy of this charter is available on the Company’s website http//www.ravenind.com. The Committee selects the Company’s independent registered public accounting firm. The Audit Committee has the authority to determine all funding and make any expenditures it deems necessary in order to carry out its responsibilities and duties.

          Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The Company’s independent registered public accounting firm is responsible for performing an integrated audit of the Company’s consolidated financial statements and of its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee is responsible for monitoring and overseeing these processes.

          In this context, the Audit Committee met and held discussions with management and the independent registered public accounting firm. Management represented to the Committee that the consolidated financial statements were fairly presented and prepared in accordance with accounting principles generally accepted in the United States of America. Management also presented its conclusion that as of January 31, 2007, internal control over financial reporting was effective. The Audit Committee reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Committee also discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees) and PCAOB Auditing Standard No. 2 (An Audit of Internal Control Over Financial Reporting performed in conjunction with an Audit of Financial Statements).

          The Company’s independent registered public accounting firm provided to the Audit Committee the written disclosures required by Rule 3600T of the PCAOB and Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and discussed the firm’s independence. The Committee also reviewed the services provided by the independent registered public accounting firm (as disclosed under the caption “Independent Registered Public Accounting Firm Fees”) when considering their independence.

          Based upon the Audit Committee’s discussion with management and the independent registered public accounting firm and the representations of management and the report of the independent registered public accounting firm, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended January 31, 2007, filed with the Securities and Exchange Commission.

          Submitted by the Audit Committee of the Company’s Board of Directors:

          Thomas S. Everist            Anthony W. Bour            Cynthia H. Milligan

OTHER MATTERS

          Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of the Company’s Common Stock, to file reports of ownership and changes in ownership with the SEC and Nasdaq. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to the Company, the Company believes that during the year ended January 31, 2007, all officers, directors and ten-percent shareholders complied with the filing requirements of Section 16(a).

          Solicitation. The Company will bear the cost of preparing, assembling and mailing the proxy, Proxy Statement, Annual Report and other material which may be sent to the shareholders in connection with this solicitation. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to the beneficial owners of stock, in which case they will be reimbursed by the Company for their expenses in doing so. Proxies are being solicited primarily by mail, but, in addition, officers and regular employees of the Company, without extra compensation, may solicit proxies in person, by telephone or other means of communication.

          Proposals of Shareholders. Pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended, any shareholder who desires to submit a proposal for action by the shareholders at the Company’s 2008 annual meeting must submit such proposal in writing to Ronald M. Moquist, President and CEO, Raven Industries, Inc., P.O. Box 5107, Sioux Falls, South Dakota 57117-5107, by December 19, 2007. Shareholder proposals received after December 19, 2007, will not be included in the Company’s proxy statement relating to the 2008 annual meeting. Additionally, if the Company receives notice of a shareholder proposal after March 3, 2008, such proposal will be considered untimely under Rules 14a-4 and 14a-5(e), and the persons named in the proxies solicited by the Board of Directors for the Company’s 2008 Annual Meeting may exercise discretionary voting power with respect to such proposal. Due to the complexity of respective rights of the shareholders and the Company in this area, any shareholder desiring to propose such an action is advised to consult with his or her legal counsel with respect to such rights. It is suggested that any such proposal be submitted by certified mail, return receipt requested.

          The Board of Directors does not intend to present at the Meeting any other matter not referred to above and does not presently know of any matter that may be presented at the Meeting by others. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed proxies to vote the proxy in accordance with their best judgment.

By Order of the Board of Directors

Raven Industries, Inc.
Thomas Iacarella
Secretary

RAVEN INDUSTRIES, INC.

ANNUAL MEETING OF SHAREHOLDERS

Tuesday, May 22, 2007
9:00 a.m.

Ramkota Hotel and Conference Center
3200 W. Maple Avenue
Sioux Falls, SD

		Raven Industries, Inc. Box 5107, Sioux Falls, SD 57117-5107		proxy

This proxy is solicited on behalf of the Board of Directors.

The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side of this form.

If no choice is specified, the proxy will be voted “FOR” Item 1.

By signing the proxy, you hereby appoint Conrad J. Hoigaard and Ronald M. Moquist, or either of them, each with the power to appoint his substitute, to represent and to vote all the shares of common stock of RAVEN INDUSTRIES, INC. held by you on April 11, 2007, at the ANNUAL MEETING OF SHAREHOLDERS to be held on May 22, 2007, and at any adjournments thereof.

NOTE: The proxies named above may choose to exercise cumulative voting in the manner described in the accompanying Proxy Statement.

See reverse for voting instructions.

	COMPANY #

There are three ways to vote your Proxy

Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK ««« EASY ««« IMMEDIATE

•		Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 21, 2007.
•		Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you.

VOTE BY INTERNET — http://www.eproxy.com/ravn/ — QUICK ««« EASY ««« IMMEDIATE

•		Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 21, 2007.
•		Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to Raven Industries, Inc., c/o Shareowner Services^SM, P.O. Box 64873, St. Paul, MN 55164-0873.

If you vote by Phone or Internet, please do not mail your Proxy Card

Please detach here

 

The Board of Directors Recommends a Vote FOR Item 1.

1. Election of directors:

01 Anthony W. Bour

05 Conrad J. Hoigaard

o

Vote FOR all

o

Vote WITHHELD

02 David A. Christensen

06 Kevin T. Kirby

nominees (Except

from all nominees

03 Thomas S. Everist

07 Cynthia H. Milligan

as indicated below)

04 Mark E. Griffin

08 Ronald M. Moquist

If you wish to cumulate votes, please indicate your votes in the space that follows:

  2. Upon such other business as may properly come before the meeting.

  THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.