FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

		(Mark One)
		x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
				For the quarterly period ended: April 30,July 31, 2002

OR

				OR
		o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________________________________________     

Commission file number: 0-3136

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

RAVEN INDUSTRIES, INC. AND SUBSIDIARIES

INDEX

PART I — FINANCIAL INFORMATION

RAVEN INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except per share data)

The accompanying notes are an integral part of the unaudited consolidated financial information.

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PART I — FINANCIAL INFORMATION

RAVEN INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
(Dollars in thousands, except per share data)

The accompanying notes are an integral part of the unaudited consolidated financial information.

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PART I — FINANCIAL INFORMATION

RAVEN INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(Dollars in thousands)

The accompanying notes are an integral part of the unaudited consolidated financial information.

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PART I — FINANCIAL INFORMATION

RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.		The accompanying unaudited consolidated financial information has been prepared by Raven Industries, Inc. (the company)“company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, it does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair representation have been included. Financial results for the interim three-month periodthree and six-month periods are not necessarily indicative of the results that may be expected for the year ending January 31.31, 2003. The January 31, 2002 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. This financial information should be read in conjunction with the consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended January 31, 2002.
2.		Options to purchase approximately 168,000 shares of the Company’s common stock were excluded from the diluted earnings per share calculations for the three-month period ended April 30, 2001 because their exercise prices were greater than the average market price of the company’s common stock during that period. Details of the earnings per share computation are presented below:

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PART I — FINANCIAL INFORMATION

RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

3.

The company’s reportable segments are defined by their common technologies, production processes and raw materials.inventories. These segments are consistent with the company’s management reporting structure. The company measures the performance of its segments based on their operating income exclusive of administrative and general expenses. The results of these segments are shown on the following table:

4.		The company incurred approximately $340,000$351,000 of inventory write-downs, severance and otherfacility relocation costs of goods sold in the quartersix-months ended April 30,July 31, 2001 related to the repositioning of its Beta Raven Industrial Controls Division, including the closing of its Alabama plant. This charge was included in the Businesses sold and for saleSold businesses segment.
5.		Effective February 1,The company recorded a net pretax gain of $345,000 on the sale of assets during the three months ended July 31, 2001, primarily related to the May 2001 sale of a warehouse included in the Aerostar segment.
6.		The company sold its Beta Raven Industrial Controls Division to California Pellet Mill as of May 31, 2002, recording a pretax gain of $104,000 in the three and six-month periods ended July 31, 2002. The cash proceeds of the sale were $577,000 and the buyers also assumed certain liabilities of the company.
7.		In July 2002, the Company adopted Statementcompany entered into a new agreement with Wells Fargo Bank South Dakota, N.A. (Wells Fargo) to renew its short-term credit line of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”. This standard establishes new guidance$5.0 million. The terms of this agreement are similar to the $5.0 million line with Wells Fargo that expired on accounting for goodwill and intangible assets after a business combination is completed (i.e., post acquisition accounting). The standard discontinues the amortization of goodwill and indefinite lived intangible assets, requiring instead the periodic testing of these assets for impairment. Goodwill, net of accumulated amortization, was $5.9 million as of JanuaryJune 30, 2002. On July 31, 2002, and was recorded in “Goodwill and other assets, net” (long-term) on the accompanying balance sheet. The effectcompany had no borrowings outstanding under this line of adopting the new standard will reduce goodwill amortization expense by $81,000 annually. The Company plans to complete its transitional impairment testing during the second quarter of fiscal 2003. Management does not expect any material changes to the carrying value of goodwill as a result of the adoption of SFAS No. 142. The Company is in the process of finalizing the policy for the periodic testing for impairment of goodwill and indefinite lived intangible assets.credit. In

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PART I — FINANCIAL INFORMATION

RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

		addition, the agreement included a $2.0 million credit facility primarily to support self-insured workers compensation bonding requirements.
		In July 2002, Aerostar International, Inc. (a subsidiary of Raven Industries, Inc.) entered into a new agreement with Wells Fargo for a short-term credit line of $2.0 million that expires in June 2003. The terms of this agreement are similar to the $2.0 million line with Wells Fargo that expired on June 30, 2002. On July 31, 2002, Aerostar International had borrowings of $575,000 outstanding under this line of credit and the interest rate on these borrowings was 4.75%.
8.		In July 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets,” which eliminated the systematic amortization of goodwill. The company adopted SFAS No. 142 on February 1, 2002. Had SFAS No. 142 been effective February 1, 2001, net income and earnings per share for the three and six-months ended July 31 would have been reported as the following amounts:

	The changes in the carrying amount of goodwill for the six months ended July 31, 2002 are as follows:

	The company completed its transitional impairment testing of goodwill and concluded there was no impairment of goodwill.

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PART I — FINANCIAL INFORMATION

RAVEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

	Balances of intangible assets as of July 31, 2002 were as follows:

	Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the five fiscal years is as follows:

9.		Effective February 1, 2002, the Company alsocompany adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.Assets.” This standard expands upon the fundamental provisions of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of”.Of.” It also broadens the presentation of discontinued operations to include disposals of assets below the segment level. The Companycompany is in the process of finalizing the policy for the periodic testing for impairment of long-lived assets.
10.		In June 2002, the Financial Accounting Standards Board issued Statement No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The provisions of this Statement are required to be effective for exit or disposal activities that are initiated after December 31, 2002, although early adoption is encouraged. The company intends to adopt Statement No. 146 effective with exit or disposal activities initiated after July 31, 2002.
11.		The company will begin expensing the fair value of employee stock options with the next annual grant in November 2002. Under existing accounting rules, the change in accounting for options is expected to reduce the company’s fiscal 2003 net income by less than one cent per share; the expense is anticipated to increase gradually to approximately four cents per share over the next four years, as additional options are granted.

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PART I — FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

The company’s cash and cash equivalents balance of $10.2$12.5 million at April 30,July 31, 2002 was $4.3$5.1 million less than at April 30,July 31, 2001. On December 5, 2001, the company acquired the operating assets and certain liabilities of Starlink, Incorporated and System Integrators, Inc. for cash of $8.7 million. Accounts receivable of $14.9 million decreased $2.3 million from April 30, 2001 due primarily to the closing of the company’s plastic tank facility in Tacoma, WA in November 2001 and lower sales activity at Aerostar. Inventory levels increaseddecreased slightly by $997,000$263,000 from April 30,July 31, 2001 to April 30, 2002 as a result ofJuly 31, 2002. Increases in inventory balances for the acquisitions.Electronic Systems and Flow Controls segments due to acquisitions were offset by decreases in the Aerostar segment and sold businesses. At April 30,July 31, 2002, the company retained a $5.0 million line of credit and its Aerostar subsidiary retained a $2.0an unused balance of $1.4 million on its seasonal line of credit. No borrowings on either line were outstanding as of April 30, 2002. The company’s capital resources continue to be sufficient to fund all its activities.

Net cash provided by operations was $8.9 million through the six-month period ended July 31, 2002. This compared to $13.0 million of net cash provided by operations for the comparable period one-year earlier. An increase of $1.5 million in earnings was more than offset by lower accounts receivable collections during the six-month period and lower accounts payable levels. Accounts receivable, after adjusting for businesses acquired and sold, decreased $2.7 million as compared to a decrease of $6.0 million in the prior year’s comparable period. Approximately $2.0 million of the prior year’s accounts receivable collections were related to the company’s Tacoma, Washington plastic tank operation, which was closed in November 2001. Accounts payable, after adjusting for businesses acquired and sold, decreased $1.7 million as compared to a $423,000 increase a year ago. The decrease in the accounts payable balance as of July 31, 2002 was primarily due to the timing of payments.

RESULTS OF OPERATIONS

Sales of $31.0$29.7 million for the quarter ended April 30,July 31, 2002 were flat$1.5 million higher when compared to the firstsecond quarter of last year. DecreasesIncreases in the Electronic Systems and Flow Controls segments were somewhat offset by decreases in sales from the sold and for sale businesses the Engineered Films segment and the Aerostar segmentsegment. For the six-month period, sales of $60.7 million were offset by a 49up 3 percent when compared to the previous year’s reported sales increase recorded in the Flow Controls segment.of $59.1 million. Selling, general and administrative expenses for the current year’s firstsecond quarter were $2.8virtually unchanged at $2.6 million aswhen compared to $2.9 million in the previous year’s firstsecond quarter. Operating income of $5.3$3.5 million for the firstsecond quarter was $2.0 million$512,000 above the three months ended April 30,July 31, 2001. Improved margins in the Engineered Films and Electronic Systems segments increased profits for the current year’s second quarter. The impactcompany also reported a $104,000 pretax gain on the sale of flat salesits Beta Raven Industrial Controls Division, which was offset by strongsold as of May 31, 2002. Last fiscal year’s second quarter included a $345,000 net pretax gain, consisting primarily of the sale of an Aerostar warehouse. Fiscal year-to-date operating income of $8.8 million was $2.5 million above the same period last year. Strong profit margins in the Engineered Films and Flow Controls segments.segments contributed to the higher level of profitability in the first six months of the current year. Net income for the firstsecond quarter increased by 5714 percent to $3.5 million from one year earlier to $2.3 million, resulting in record earnings of 7349 cents per diluted share. For the first six months, net income increased 36 percent to $5.8 million, or $1.23 per diluted share, when compared to the prior year.

Flow Controls sales of $11.8$4.2 million for the firstsecond quarter were $3.9$1.3 million higher than in the same period last year. Sales for the first half of fiscal 2003 were $15.9 million, a 48 percent increase from the first half of fiscal 2002. Strong demand for new products and the impact of the company’s Starlink acquisition accounted for the sales increase. Firstincreases. Second quarter operating results which were slightly below breakeven compared to a $216,000 profit recorded in last year’s second quarter. The second quarter is the seasonal low point for sales in the Flow Controls segment and profits are lower due to the segment’s high fixed-cost base. The acquisition of Starlink in December 2001 intensified this seasonal pattern, generating an operating loss in the second quarter. Operating income for the six months ended July 31, 2002 was $4.2 million, an increase of $1.8$1.6 million from the previous year’s first quarter.year. Increased sales volume product mix and favorable plant utilization were all contributing factors tofor the first half of the

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PART I — FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

fiscal year was the main factor generating the higher operating income level for the Flow Controls segment.

Engineered Films second quarter sales increased to $11.1 million from $10.8 million in the same period last year. Six-month sales of $8.2$19.4 million were down 124 percent inbelow the first quartersix months of fiscal 2002 due to a decrease in sales of pit liners for oil exploration reduced sales of construction enclosure films due to mild winter weather conditions and a depressed manufactured housing market. Second quarter operating income of $3.6 million was 26 percent above the $2.8 million reported in the second quarter of fiscal 2002. Despite the lower sales volume quarterlyfor the first half of the year, operating income rose to $6.0 million, an increase of 17 percent over the prior year. Lower raw material costs and improved product mix have contributed to increased slightly to $2.4 million as compared to $2.3 million recordedprofits for the quarter ended April 30, 2001 due to favorable material pricing and product mix.first six months of fiscal 2003.

Electronic Systems firstsales for the second quarter sales increased slightly to $7.5$10.9 million from $7.4$8.9 million in the same period last year. FirstYear-to-date sales of $18.4 million were 13 percent above the previous year’s $16.2 million. The higher sales level was due to increased shipments on the segment’s largest contracts. Second quarter operating income increased to $208,000,$1.2 million, a 4853 percent improvement over the prior year. For the first six months, operating income was $1.4 million, a 52 percent increase over the first half of fiscal 2002. Improved operating income results for the three-month periodthree and six-month periods reflect the segment’s Six-Sigma initiativeshigher sales level and related cycle-time reductions.improved operational efficiencies of the segment.

Aerostar firstsecond quarter sales of $2.4$3.2 million were $1.1 million21 percent below last year’s firstsecond quarter, a decrease of 31 percent.$831,000. For the first six months of the year, sales totaled $5.7 million, down 25 percent from the prior year. A soft hot-air balloon market and continued pressure from low-cost offshore apparel manufacturers negatively affected the first quarterthree and six-month sales level. Compared to the prior year, hot-air balloon and specialty apparel sales decreased 40 percent and 35 percent, respectively.levels. The lower sales levellevels, along with unfavorable adjustments to inventory values as a result of declining sales, resulted in an operating losslosses of $191,000$107,000 and $298,000 for the quarter.three and six-month periods, respectively. The prior year’s second quarter and first half operating results also included a pretax gain of $410,000 on the sale of a warehouse.

FirstSecond quarter sales for businesses sold and for sale totaled $1.1 million,$253,000, all of which were from the company’s Beta Raven Industrial Controls Division.Division which was sold as of May 31, 2002. For the firstsecond quarter ended April 30,July 31, 2001, Beta Raven Industrial Controls Division recorded $813,000$475,000 of sales. Plastic Tank Division sales were $2.0$1.0 million in the prior year’s firstsecond quarter. This operation was closed in November 2001. For the first half of the fiscal year, sales for businesses sold totaled $1.3 million compared to $4.3 million reported in the first six months of the prior year. Second quarter operating income for sold businesses of $59,000 included the $104,000 pretax gain on the sale of the Beta Raven Industrial Controls Division. Operating income for the six months ended July 31, 2002 was $129,000 compared to an operating loss of $731,000 the previous year. The Beta Raven Industrial Controls Division incurred a $340,000$351,000 repositioning charge in the

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PART I — FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

quarter ended April 30, 2001. As a result, first quarter operating incomehalf of $70,000 was favorable to the $310,000 operating loss recorded in the previous first quarter.fiscal 2002.

The results for the three-monthsthree and six-months ended April 30,July 31, 2002 and April 30,July 31, 2001 include nonrecurring items that the company does not believe are relevant to future operations or cash flows. Therefore, the company has segregated its ongoing operations in the tables below.following tables. Ongoing operations exclude the operations of and gains from the sale of the Plastic Tank Division which was partially sold in August 2000 and closed in November 2001, as well as gains on the sale of assets recorded in fiscal 2002. Ongoing operations also exclude the results of the Industrial Controls Division of Beta Raven which is held for sale.and the gain resulting from its sale in the second quarter of fiscal 2003. Ongoing results also exclude the nonrecurring gains and losses related to repositioning the company’s businesses and acquisition-related charges.businesses. The items excluded from ongoing results cause this presentation to not be in conformity with accounting principles generally accepted in the United States of America.

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PART I — FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table presents ongoing operation information for the three-month periodthree and six-month periods ended April 30,July 31, 2002 and April 30,July 31, 2001:

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PART I — FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Following is a table of ongoing operation results by segment:

ONGOING OPERATIONS
SALES AND OPERATING INCOME BY SEGMENT

Total sales for businesses sold and for sale in the quarters ended AprilJuly 2002 and AprilJuly 2001 were $1.1$253,000 and $1.5 million, respectively. For the six-month period ended July 31, 2002 and July 31, 2001, sales for businesses sold were $1.3 million and $2.8$4.3 million, respectively. Operating income that has been excluded from the ongoing operations totaled $70,000$59,000 for the current quarter. For the quarter ended April 30,July 31, 2001, $7,000 of net operating income has been excluded. On a $310,000year-to-date basis, operating income of $129,000 has been excluded from the current year and a $303,000 operating loss has been excluded.

OUTLOOK

Management budgeted earnings in the second quarter to be down slightlyexcluded from the prior year’s second quarter results. year.

OUTLOOK

The Starlink acquisition is expected to seasonally enhance earnings in the company’s first and fourth quarters and dampen earnings in the second and third quarters. The second quarter of the prior year also included a $345,000 gain on an asset sale which will not recur this year. Net income for the first sixnine months of the year is expected to be well ahead of the same period of the prior year.year due to an outstanding performance in the first and second quarters. Full year earnings per diluted share are expected to hit a record high, exceeding the all-time high of $1.86 the company achieved last year.

NEW ACCOUNTING STANDARDS

Effective February 1, 2002, the Companycompany adopted Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”.Assets.” This standard establishes new guidance on accounting for goodwill and intangible assets after a business combination is completed (i.e., post acquisition accounting). The standard discontinues the amortization of goodwill and indefinite lived intangible assets, requiring instead the periodic testing of these

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PART I — FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

assets for impairment. Goodwill, net of accumulated amortization, was $5.9 million as of January 31, 2002 and was recorded in “Goodwill and other assets, net” (long-term) on the accompanying balance sheet. The effect of adopting the new standard will reduce pretax goodwill amortization

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PART I — FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

expense by $81,000 annually. Management does not expect any material changesThe company completed its transitional impairment testing during the second quarter of fiscal 2003 and concluded there was no impairment of goodwill. Refer to footnote 8 to the carrying value of goodwill as a result ofconsolidated financial statements for the adoptioneffect of SFAS No. 142. The Company is in the process142 on net income and earnings per share had it been effective as of finalizing the policy for the periodic testing for impairment of goodwill and indefinite lived intangible assets.February 1, 2001.

Effective February 1, 2002, the Company alsocompany adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.Assets.” This standard expands upon the fundamental provisions of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of”.Of.” It also broadens the presentation of discontinued operations to include disposals of assets below the segment level. The Companycompany is in the process of finalizing the policy for the periodic testing for impairment of long-lived assets.

In June 2002, the Financial Accounting Standards Board issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The provisions of this Statement are required to be effective for exit or disposal activities that are initiated after December 31, 2002, although early adoption is encouraged. The company intends to adopt Statement No. 146 effective with exit or disposal activities initiated after July 31, 2002.

The company will begin expensing the fair value of employee stock options with the next annual grant in November 2002. Under existing accounting rules, the change in accounting for options is expected to reduce the company’s fiscal 2003 net income by less than one cent per share; management anticipates that the expense will increase gradually to approximately four cents per share over the next four years, as additional options are granted.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act provides a “safe harbor” for forward-looking statements. Certain sections ofinformation included in this report containForm 10-Q and other materials filed or to be filed by the company with the Securities and Exchange Commission (as well as information included in statements which may constitute forward-lookingmade or to be made by the company) contains statements withinthat are forward looking.  Although the meaning of federal securities laws. Although Raven Industries, Inc.company believes that the expectations reflected in such forward-looking statements are based onupon reasonable assumptions, it can givethere is no assurancesassurance that itssuch expectations will be achieved. FactorsSuch assumptions involve important risks and uncertainties that could cause actualsignificantly affect results in the future. These risks and uncertainties include, but are not limited to, differ from expectations includethose relating to general economic conditions, weather conditions, which could affect certain of the company’s primary markets, such as agriculture orand construction, or changes in competition, technology or the company’s customer base, any of which could adversely impact any of the company’s product lines.

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PART II-OTHERII — OTHER INFORMATION

Item 1. Legal Proceedings:

The company is involved as a defendant in lawsuits, claims or disputes arising in the normal course of business. The settlement of such claims cannot be determined at this time. Management believes that any liability resulting from these claims will be substantially mitigated by insurance coverage. Accordingly, management does not believe the ultimate outcome of these matters will be significant to its results of operations, financial position or cash flows.

Item 2. Changes in Securities: None

Item 3. Defaults upon Senior Securities: None

Item 4. Submission of Matters to a Vote of Security Holders:

The company’s annual meeting of stockholders was held on May 22, 2002. The following members were elected to the company’s Board of Directors to hold office for the ensuing year.

Item 5. Other Information: None

Item 6. (a) Exhibits Filed: None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Date: June 4,CERTIFICATIONS

In connection with this Quarterly Report of Raven Industries, Inc. (the “company”) on Form 10-Q for the quarter ending July 31, 2002, the undersigned, Ronald M. Moquist and Thomas Iacarella, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: September 12, 2002
		/s/ Ronald M. Moquist
		Ronald M. Moquist
		President and Chief Executive Officer
		/s/ Thomas Iacarella
		Thomas Iacarella
		Vice President & Chief Financial Officer

Page 1316

	I, Ronald M. Moquist, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Raven Industries, Inc.;
	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

	I, Thomas Iacarella, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of Raven Industries, Inc.;
	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

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