AMENDMENT NO. 1 TO
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended January 31, 2005

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

For the transition period from                      to                     .

Commission File: 0-3136

RAVEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

South Dakota (State of incorporation)		46-0246171 (IRS Employer Identification No.)

205 E. 6th Street, P.O. Box 5107
Sioux Falls, South Dakota 57117-5107
(Address of principal executive offices)

(605) 336-2750
(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common stock, $1 par value
(Title of each class)

Indicate by checkmark 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 twelve months, and (2) has been subject to such filing requirements for the past ninety days. x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark (“X”) whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act.) x Yes o No

Indicate by check mark (“X”) whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.) o Yes x No

The aggregate market value of the registrant’s common stock held by nonaffiliates at July 31, 2004 was approximately $297,995,628. The aggregate market value was computed by reference to the closing price (as adjusted for the two-for-one stock split on October 15, 2004), as reported on the NASDAQ National Market System, $19.06, on July 31, 2004, which was as of the last business day of the registrant’s most recently completed second fiscal quarter.

Shares of common stock outstanding at March 23, 2005: 18,028,086.

 

 

Explanatory Note

     This Amendment No. 1 to the Annual Report on Form 10-K (the “Amendment”) for Raven Industries, Inc. (the “Company”) for the fiscal year ended January 31, 2005, is being filed solely for the purpose of providing information that was inadvertently omitted from the Company’s original Annual Report on Form 10-K filed on March 31, 2005 (the “Original Filing”). Specifically, in response to Item 9A of the Original Filing, the Company inadvertently omitted disclosures required by Items 307 and 308(c) of Regulation S-K concerning its disclosure controls and any changes in its internal controls. Item 9A is restated in its entirety on this Amendment.

     The filing of this Amendment shall not be deemed an admission that the Original Filing, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

Item 9A. Controls And Procedures

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