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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950129-06-001450.txt : 20060214
<SEC-HEADER>0000950129-06-001450.hdr.sgml : 20060214
<ACCEPTANCE-DATETIME>20060214134138
ACCESSION NUMBER:		0000950129-06-001450
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060214
DATE AS OF CHANGE:		20060214

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Cutshall Nancy Virtue
		CENTRAL INDEX KEY:			0001294635

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		(310) 544-8333

	MAIL ADDRESS:	
		STREET 1:		2 BOWIE RD.
		CITY:			ROLLING HILLS
		STATE:			CA
		ZIP:			90274-5220

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VIRCO MFG CORPORATION
		CENTRAL INDEX KEY:			0000751365
		STANDARD INDUSTRIAL CLASSIFICATION:	PUBLIC BUILDING AND RELATED FURNITURE [2531]
		IRS NUMBER:				951613718
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-38401
		FILM NUMBER:		06611879

	BUSINESS ADDRESS:	
		STREET 1:		2027 HARPERS WAY
		CITY:			TORRANCE
		STATE:			CA
		ZIP:			90501
		BUSINESS PHONE:		3105330474

	MAIL ADDRESS:	
		STREET 1:		P O BOX 44846
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90044
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>v17441sc13gza.txt
<DESCRIPTION>NANCY VIRTUE-CUTSHALL FOR VIRCO MFG. CORPORATION
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13G/A

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                             VIRCO MFG. CORPORATION
                                (NAME OF ISSUER)

                                  Common Stock
                         (TITLE OF CLASS OF SECURITIES)

                                    927651109
                                 (CUSIP NUMBER)

                                December 31, 2005
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[ ]  Rule 13d-1(d)

*    The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

CUSIP No. 927651109

- --------------------------------------------------------------------------------
1.   Names of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only)

     Nancy Virtue-Cutshall
- --------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (See Instructions)
                                                                        (a)  [ ]
                                                                        (b)  [ ]

- --------------------------------------------------------------------------------
3.   SEC Use Only

- --------------------------------------------------------------------------------
4.   Citizenship or Place of Organization

     United States
- --------------------------------------------------------------------------------
                5.   Sole Voting Power

                     911,856 (1)
                ----------------------------------------------------------------
    NUMBER OF   6.   Shared Voting Power
      SHARES
   BENEFICIALLY      0
     OWNED BY   ----------------------------------------------------------------
       EACH     7.   Sole Dispositive Power
    REPORTING
      PERSON         911,856 (1)
       WITHN    ----------------------------------------------------------------
                8.   Shared Dispositive Power

                     0
- --------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     911,856 (1)
- --------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)                                                           [ ]

- --------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)

     6.9% (2)
- --------------------------------------------------------------------------------
12.  Type of Reporting Person (See Instructions)

     IN
- --------------------------------------------------------------------------------

(1)  Pursuant to Rule 13d-3(a)(1) and (2), this number includes 327,423 shares
     held in trust of which Ms. Cutshall is the sole trustee. Ms. Cutshall
     possesses the power to both vote and invest, including the power to dispose
     of, all the shares set forth on this Schedule 13G.

(2)  Based on the number of Virco Mfg. Corporation's shares of Common Stock
     outstanding as of December 5, 2005, as reported in Virco Mfg. Corporation's
     Form 10-Q filed with the Securities and Exchange Commission on December 12,
     2005.


                                        2

<PAGE>

ITEM 1.   (a)  Name of Issuer

               Virco Mfg. Corporation

          (b)  Address of Issuer's Principal Executive Offices

               2027 Harpers Way, Torrance, CA 90501

ITEM 2.   (a)  Name of Person Filing

               Nancy Virtue-Cutshall

          (b)  Address of Principal Business Office or, if none, Residence

               2027 Harpers Way, Torrance, CA 90501

          (c)  Citizenship

               United States

          (d)  Title of Class of Securities

               Common Stock

          (e)  CUSIP Number

               927651109

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Sections 240.13D-1(B), OR
     240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

     Not applicable.

ITEM 4. OWNERSHIP

     Provide the following information regarding the aggregate number and
     percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          911,856 (1)

     (b)  Percent of class:

          6.9% (2)

     (c)  Number of shares as to which the person has:

          (i)  Sole power to vote or to direct the vote

               911,856 (1)

          (ii) Shared power to vote or to direct the vote

               0

          (iii) Sole power to dispose or to direct the disposition of

               911,856 (1)

          (iv) Shared power to dispose or to direct the disposition of

               0

(1)  Pursuant to Rule 13d-3(a)(1) and (2), this number includes 327,423 shares
     held in trust of which Ms. Cutshall is the sole trustee. Ms. Cutshall
     possesses the power to both vote and invest, including the power to dispose
     of, all the shares set forth on this Schedule 13G.

(2)  Based on the number of Virco Mfg. Corporation's shares of Common Stock
     outstanding as of December 5, 2005, as reported in Virco Mfg. Corporation's
     Form 10-Q filed with the Securities and Exchange Commission on December 12,
     2005.


                                        3

<PAGE>

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

     If this statement is being filed to report the fact that as of the date
     hereof the reporting person has ceased to be the beneficial owner of more
     than five percent of the class of securities, check the following [ ].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

     Some of the reported shares are held in trust for the benefit of Nancy
     Virtue-Cutshall's son.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
     SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

     Not applicable

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     Not applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

     Not applicable

ITEM 10. CERTIFICATION

     By signing below I certify that, to the best of my knowledge and belief,
     the securities referred to above were not acquired and are not held for the
     purpose of or with the effect of changing or influencing the control of the
     issuer of the securities and were not acquired and are not held in
     connection with or as a participant in any transaction having that purpose
     or effect.


                                        4

<PAGE>

                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                        February 14, 2006
                                        Date


                                        /s/ Nancy Virtue-Cutshall
                                        ----------------------------------------
                                        Signature

                                        Nancy Virtue-Cutshall
                                        Name/Title


                                        5
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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