Schedule 13D

Virco Mfg. Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

927651109

(CUSIP Number)

J. Ellwood Towle
Towle & Co.
1610 Des Peres Road, Suite 250
St. Louis,  MO  63131
(314) 822-0204

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 18, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No.

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

   TOWLE &amp CO
   43-1238562

2. Check the Appropriate Box if a Member of a Group (See Instructions)
   1.   
   2. √
3. SEC Use Only
4. Source of Funds (See Instructions)

   OO

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)    
6. Citizenship or Place of Organization

   Missouri

11. Aggregate Amount Beneficially Owned by Each Reporting Person

    780,300

12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)    
13. Percent of Class Represented by Amount in Row 11

    5.41%

14. Type of Reporting Person (See Instructions)

    IA

Item 1. Security and Issuer

Virco Mfg. Corporation
2027 Harpers Way
Torrance, CA 90501
Common Shares

Item 2. Identity and Background

1. Name

   Towle & Co.

2. Residence or Business Address

   1610 Des Peres Road, Suite 250
   St. Louis, MO 63131

3. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:

   Investment Advisor

4. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:

   Not applicable.

5. Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:

   Not applicable.

6. Citizenship

   Missouri Corporation

Item 3. Source and Amount of Funds or Other Consideration

Funds under management.

Item 4. Purpose of Transaction

Seeking capital appreciation of acquired shares.

1. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

   As assets under management increase, Towle & Co. may acquire additional shares to maintain Virco Mfg. Corporation's relative weight within clients' diversified portfolios.

2. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

   Not applicable.

3. A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

   Not applicable.

4. Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

   Not applicable.

5. Any material change in the present capitalization or dividend policy of the issuer;

   Not applicable.

6. Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

   Not appliable.

7. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

   Not applicable.

8. Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

   Not applicable.

9. A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

   Not applicable.

10. Any action similar to any of those enumerated above.

    Not applicable.

Item 5. Interest in Secuirities of the Issuer

1. State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;

   Not applicable.

2. For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;

   Not applicable.

3. Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response to paragraph (a).

   Not applicable.

   Transaction Date	Shares or Units Purchased (Sold)	Price Per Share or Unit

4. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.

   Not applicable.

5. If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

   Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7. Material to Be Filed as Exhibits

None.

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.

January 02, 2009

Date

J. Ellwood Towle.
/s/ J. Ellwood Towle

Signature

J. Ellwood Towle
President

Name / Title

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)