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.þ Yeso No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o Yesþ No

As of August 31,November 25, 2008 there were 17,994,51918,008,206 shares of common stock, $1 par value, of Raven Industries, Inc. outstanding. There were no other classes of stock outstanding.

The accompanying unaudited consolidated financial information has been prepared by Raven Industries, Inc. (the “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 statement of this financial information have been included. Financial results for the interim three and six-monthnine-month periods ended JulyOctober 31, 2008 are not necessarily indicative of the results that may be expected for the year ending January 31, 2009. The January 31, 2008 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, 2008.

Basic net income per share is computed by dividing net income by the weighted-average common shares and stock units outstanding. Diluted net income per share is computed by dividing net income by the weighted-average common and common equivalent shares outstanding (which includes the shares issuable upon exercise of employee stock options net of shares assumed purchased with the option proceeds) and stock units outstanding. Certain outstanding options were excluded from the diluted net income per-share calculations because their effect would have been anti-dilutive, as their exercise prices were greater than the average market price of the company’s common stock during those periods. For the three and sixnine month periods ended JulyOctober 31, 2008, 74,200 and 144,88374,467 shares were excluded, respectively. There were no shares excluded for the three month period ended October 31, 2007. For the three and six months periodsnine month period ended JulyOctober 31, 2007, 72,050 and 153,87571,800 shares were excluded, respectively.excluded. Details of the earnings per share computation are presented below:

from Electronic Systems to Flow Controls. All prior year measurements of segment sales and operating income are presented on a consistent basis for comparative purposes. The results for these segments follow:

Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to revenues, expenses, gains, and losses that under U.S. generally accepted accounting principles are recorded as an element of shareholders’ equity but are excluded from net income. The components of total comprehensive income follow:

This commentary should be read in conjunction with the company’s consolidated financial statements for the three and sixnine months ended JulyOctober 31, 2008 and JulyOctober 31, 2007, as well as the company’s consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in the company’s Form 10-K for the year ended January 31, 2008.

Raven Industries, Inc. is an industrial manufacturer providing a variety of products to customers within the industrial, agricultural, construction and military/aerospace markets, primarily in North America. The company operates in four business segments: Engineered Films, Flow Controls, Electronic Systems and Aerostar. Engineered Films produces rugged reinforced plastic sheeting for industrial, construction, geomembrane and agriculture applications. Flow Controls, including Raven Canada and Raven GmbH (Europe), provides electronic and Global Positioning System (GPS) products for the precision agriculture, marine navigation and other niche markets. Electronic Systems is a total-solutions provider of electronics manufacturing services. Aerostar manufactures military parachutes, protective wear, custom-shaped inflatable products and high-altitude aerostats for government and commercial research.

The Flow Controls segment is predominately focused on the agricultural market and quarterly financial results have typically been impacted by the inherent seasonality of this market. Historically, Flow Controls first quarter results are the strongest and the second quarter the weakest, however, sales programs were implemented in the second quarter of fiscal 2009 to alleviate potential second half fiscal 2009 manufacturing constraints. These measures mayconstraints and curb the impact of seasonality on quarterly financial results.

Continued growth in the Flow Controls segment resulted in increased revenues and earnings for the three and sixnine months ended JulyOctober 31, 2008. Financial highlights for the secondthird quarter and first halfnine months of fiscal 2009 include the following:

AdministrativeGeneral and administrative expenses increased 7%16% to $2.2$2.1 million, or 3.2%2.7% of net sales in the secondthird quarter of 2009, compared to $2.1$1.8 million, or 3.8%2.9% of net sales in the secondthird quarter of fiscal 2008. Administrative expenses increased 11%13% to $4.4$6.5 million, or 3.1%3.0% of net sales in the first halfthree quarters of fiscal 2009, compared to $4.0$5.8 million, or 3.5%3.3% of net sales in the first halfthree quarters of fiscal 2008. The comparative increases were due primarily to higher compensation costs and professional service fees.

SecondThird quarter non-operating income of $176,000$177,000 decreased $138,000$137,000 (44%) as compared to the similar period last year. First halfnine month non-operating income of $294,000$471,000 decreased $207,000 (41%$344,000 (42%) as compared to the similar period last year. The decline is due to foreign exchange losses and decreased interest income. Interest income decreased as a result of a decrease in the average portfolio yield which was partially offset by higher average cash, cash equivalent, and short-term investment balances.

The effective tax rate for the secondthird quarter and first halfnine months of fiscal 2009 was 35.0%33.2% and 34.5%, respectively, versus an effective tax rate of 34.0% and 34.3% for the second quarter and first half, respectivelycomparable periods of fiscal 2008. The increasedecrease in the comparative third quarter rate was mainly dueis attributable to the expirationrenewal of the U.S. research and development tax credit.

On August 26,November 14, 2008 the Board of Directors, noting the company’s strong cash position, approvedcompany paid a special cash dividend of $1.25 per share in addition to the regular cash dividend of 13 cents. The special dividend will total approximatelyor $22.5 million and is payable November 14, 2008 to shareholders of record on October 24, 2008.

Management anticipates another record year of sales, earnings, and operating cash flows. Operating cash flows for the year ended January 31, 2009. Cash from operations and the company’s short-term line of credit are expected to be sufficient to fund day-to-day operations and the special dividend. Management believes that recent volatility and uncertainty in the global marketplace has lessened its ability to assess the company’s outlook.

Global farm conditions remain strong as a result of depleted grain inventories and risingreflect increased demand for food and energy.driven by growth in developing countries. Commodity prices have been tamed butfallen from their peak; however they remain very strong by historical standards. Management expects Flow Controls to continue to expand their global footprintgrow as they capitalize on healthy market conditions and increased acceptance of precision agricultural equipment as an essential tool for maximizing yields in an environment of risingvolatile input costs. Management expects Flow Controls is expected to post favorable year-over-year sales and profit comparables in the thirdfourth quarter of fiscal 2009 versus fiscal 2008.2009. Sequentially, the year-over-year rate of growth is expected to moderate. Additionally, sales programs designed to alleviate second half fiscal 2009 manufacturing capacity constraints may partially offsetmoderate from the impact of seasonality. Management anticipates continued strong customer demand for Flow Controls products and continues to accelerate resource allocation to this business segment.levels achieved in previous quarters.

Engineered Films has strong long-term growth prospects throughdepend on increased penetration of existing markets and the introduction of innovative products. However, in the near term the impact of high resin prices and increased price competition has continued to erode margins. Engineered FilmsThe segment continues their effort to capitalize on interest in new products such as FeedFresh™ sileage covers and VaporBlock Plus™ radon barrier,barriers. In the near term, the impact of lower energy prices is expected to decrease the demand for oil and FortressPro™ house wrap. Certain builders have opted forpit lining films. The sharp decline in the quality characteristicsprice of these new products such as superior air and water protection as a means of differentiationnatural gas has resulted in order to gain a competitive advantage. Management expects a modest year-over-year increase in sales for the third quarter of fiscal 2009 and, ifsubstantially lower plastic resin prices decline, believes thatwhich may improve profit margins will beginif selling prices can be maintained. Year-over-year fourth quarter sales are expected to rebound in the second half of fiscal 2009.decline.

Electronics Systems thirdfourth quarter sales and profits are expected to fall considerably short ofbe relatively flat compared to last year’s thirdfourth quarter results. Year-over-year comparables continue to be adversely impacted by the loss of $7.0 million of annual sales through a customer acquisition and the adverse trend in hand-held bed control demand. Increased revenue from avionic electronics products is expected to partiallysubstantially offset the aforementioned factors.

Aerostar thirdis expected to post solid gains in fourth quarter sales and profits are expected to continue to improve as the segment accelerates shipmentsprofits. Shipments under the two-year $18$20.7 million MC-6 Army parachute contract and continuesthat were delayed in the third quarter have shipped in the fourth quarter along with the regularly scheduled shipments. In addition, Aerostar is expected to see increased shipments of protective wear. Additionally, management is optimistic about Aerostar’s prospects in the high-altitude research balloonwear and tethered aerostats markets.aerostats.

Flow Controls third quarter fiscal 2009 net sales of $22.7$25.9 million in the secondincreased $9.8 million (61%) and third quarter of fiscal 2009 increased $10.9 million (93%) and operating income of $7.1$8.0 million in the second quarter of fiscal 2009 increased $4.5$3.1 million (172%(64%) as compared to the secondthird quarter of fiscal 2008. For the first halfnine months ended JulyOctober 31, 2008, Flow Controls net sales of $57.6$83.5 million increased $25.9$35.8 million (82%(75%) and operating income of $20.6$28.6 million increased $10.9$14.0 million (112%(96%) as compared to the first halfnine months ended JulyOctober 31, 2007.

Several factors contributed to the secondthird quarter and first halfyear to date fiscal 2009 comparative revenue and operating income increases, including the following:

Cash, cash equivalents, and short-term investments totaled $32.2$31.2 million at JulyOctober 31, 2008, a $9.5an $8.4 million increase compared to cash, cash equivalents, and short-term investments at January 31, 2008 of $22.8 million. The comparable balances one year earlier totaled $21.9$23.3 million. On November 14, 2008, the company paid a special cash dividend of $1.25 per share or $22.5 million to shareholders of record on October 24, 2008.

The company expects that current cash and short-term investments, combined with continued positive operating cash flows and the company’s short-term line of credit, will be sufficient to fund day-to-day operations and the special dividend of $1.25 per share, or approximately $22.5 million in total, payable November 14, 2008.operations. The company’s cash needs are seasonal, with working capital demands strongest in the first quarter.

Cash provided by operating activities was $22.9$26.6 million in the first halfnine months of fiscal 2009 compared to $19.3$23.9 million in the first halfnine months of fiscal 2008. The following items account for the majority of the relative change from first half fiscal 2008 to first half fiscal 2009:year over year change:

There have been no material changes to the company’s contractual obligations since the fiscal year ended January 31, 2008.

At the beginning of fiscal 2009, the company adopted SFAS No. 157,Fair Value Measurement.  The standard provides guidance for using fair value to measure assets and liabilities.  SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The adoption of SFAS No. 157 did not have a material impact on the company’s consolidated results of operations, financial condition or cash flows.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities —– an amendment of FASB Statement No. 133. SFAS No. 161 requires enhanced disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The company does not anticipate that the adoption of SFAS No. 161 will have a material effect on its consolidated results of operations, financial condition, or cash flows.

The exposure to market risks pertains mainly to changes in interest rates on cash and cash equivalents and short-term investments. The company has no debt. The company does not expect operating results or cash flows to be significantly affected by changes in interest rates. Additionally, the company does not enter into derivatives or other financial instruments for trading or speculative purposes. However, the company does utilize derivative financial instruments to manage the economic impact of fluctuation in foreign currency exchange rates on those transactions that are denominated in currency other than its functional currency, which is the U.S. dollar. The use of these financial instruments had no material effect on the company’s financial condition, results of operations or cash flows.

The company’s subsidiaries that operate outside the United States use their local currency as the functional currency. The functional currency is translated into U.S. dollars for balance sheet accounts using the period-end exchange rates, and average exchange rates for the statement of income. Adjustments resulting from financial statement translations are included as cumulative translation adjustments in accumulated other comprehensive income (loss) within shareholders’ equity. Foreign currency transaction gains or losses are recognized in the period incurred and are included in interest income and other, net in the Consolidated Statements of Income. Foreign currency fluctuations had no material effect on the company’s financial condition, results of operations or cash flows.

As of JulyOctober 31, 2008, the end of the period covered by this report, management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) evaluated the effectiveness of disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of such date. Based on that evaluation, the CEO and CFO have concluded that the company’s disclosure controls and procedures were effective as of JulyOctober 31, 2008.

There were no changes in the company’s internal control over financial reporting that occurred during the quarter ended JulyOctober 31, 2008 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

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.

Under a resolution from the Board of Directors dated March 15, 2008, the company was authorized to repurchase up to $10 million of stock on the open market.

Item 4. Submission of Matters to a Vote of Security Holders: None