205 E. 6^th Street
Sioux Falls, South Dakota
Telephone 605-336-2750

April 15, 2005

Dear Shareholder:

          You are cordially invited to join us for our Annual Meeting of Shareholders to be held on Thursday, May 26, 2005, at 9:00 a.m. (Central Daylight Time) at a new location, the WASHINGTON PAVILION OF ARTS AND SCIENCE – BELBAS THEATER, 301 South Main Avenue, Sioux Falls, South Dakota.

          The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting. We will also report on matters of current interest to our shareholders.

          Your vote is important. Whether you own a few shares or many, it is important that your shares are represented. If you cannot attend the meeting in person, you may vote your shares as described in the following materials by completing and signing the proxy card and promptly returning it in the enclosed envelope.

          We look forward to seeing you at the meeting.

Sincerely,

Ronald M. Moquist

President and Chief Executive Officer

Table of Contents

RAVEN INDUSTRIES, INC.

205 E. 6^th Street
P.O. Box 5107
Sioux Falls, South Dakota 57117-5107

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 26, 2005

TO THE SHAREHOLDERS OF RAVEN INDUSTRIES, INC.

          PLEASE TAKE NOTICE that the Annual Meeting of Shareholders (the “Meeting”) of Raven Industries, Inc. (the “Company”) will be held pursuant to due call by the Board of Directors of the Company, at the Washington Pavilion of Arts and Science, Belbas Theater, 301 South Main Avenue, Sioux Falls, South Dakota, on Thursday, May 26, 2005, at 9:00 A.M. (C.D.T.) or at any adjournments or postponements thereof, for the following purposes:

          1. To elect seven directors; and

          2. To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

          Pursuant to due action of the Board of Directors, shareholders of record at the close of business on April 7, 2005, are entitled to notice of and to vote at the Meeting or any adjournments thereof.

          A Proxy for the Meeting is enclosed. You are requested to fill in and sign the Proxy, which is solicited by the Board of Directors, and mail it promptly in the enclosed envelope.

          If your Shares are held in “street name,” please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically.

By Order of the Board of Directors

Raven Industries, Inc.

Thomas Iacarella
Secretary

Approximate date of mailing of proxy material:
April 15, 2005

PROXY STATEMENT
of
RAVEN INDUSTRIES, INC.
205 E. 6^th Street
P.O. Box 5107
Sioux Falls, South Dakota 57117-5107

Annual Meeting of Shareholders to be held
May 26, 2005

GENERAL

          This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Raven Industries, Inc. (the “Company” or “Raven”) to be used at the Annual Meeting (the “Meeting”) of Shareholders of the Company, which is to be held on Thursday, May 26, 2005, at 9:00 A.M. (C.D.T.) at the Washington Pavilion of Arts and Science, Belbas Theater, 301 South Main Avenue, Sioux Falls, South Dakota, or at any adjournments thereof. The approximate date on which this Proxy Statement and accompanying proxy were first sent or given to shareholders was April 15, 2005. Each shareholder who signs and returns a proxy in the form enclosed with this Proxy Statement may revoke the same at any time prior to its use by giving notice of such revocation to the Company in writing or in open meeting or by such shareholder giving a valid proxy bearing a later date. Presence at the meeting by a shareholder who has signed a proxy does not alone revoke the proxy. Only shareholders of record at the close of business on April 7, 2005 (the “Record Date”) will be entitled to vote at the Meeting or any adjournments thereof.

VOTING SECURITIES AND PROXIES

          The Company has outstanding only one class of voting securities, Common Stock, $1.00 par value, of which 18,023,086 shares were outstanding as of the close of business on the Record Date. Shareholders representing a majority of the shares of Common Stock outstanding and entitled to vote must be present in person or represented by proxy in order to constitute a quorum to conduct business at the Meeting. Each shareholder has cumulative voting rights in the election of directors and is, therefore, entitled to (i) give one nominee a number of shares equal to the number of directors to be elected (which is seven) multiplied by the number of shares to which such shareholder is entitled to vote, or (ii) distribute the total number of shares among as many nominees as the shareholder deems advisable to vote. Where cumulative voting is exercised, there shall be deemed elected the candidates receiving the most votes for places to be filled by such election. If cumulative voting is exercised, the shares of a shareholder who either abstains, votes to withhold authority to vote for the nominees named below or who does not otherwise vote in person or by proxy (including broker-nominees) will not be counted for the election of directors. If no shareholder exercises its right to cumulate votes, then directors will be elected by the affirmative vote of a majority of shares of Common Stock represented at the meeting and eligible to vote. For this purpose, a shareholder who abstains with respect to the election of a director is considered to be present and entitled to vote on the election of a director at the Meeting, and is in effect casting a negative vote, but a shareholder (including a broker) who does not give authority to a proxy to vote, or withholds authority to vote on the election of a director, shall not be considered present and entitled to vote on the election of a director.

          Discretionary authority to cumulate votes is being solicited by the Board of Directors (the “Board”). Unless otherwise directed by a shareholder, the proxies named in the accompanying proxy card may elect to cumulate votes cast pursuant to a proxy by casting all such votes for one nominee or by distributing such votes among as many nominees as they deem desirable. If a shareholder desires to restrict the proxies named in the accompanying proxy card in casting votes for certain nominees, the

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shareholder should give such direction on the proxy card. On all matters other than the election of directors, each share of Common Stock is entitled to one vote.

OWNERSHIP OF COMMON STOCK

          The following table sets forth as of the Record Date certain information with respect to the beneficial ownership of the Company’s Common Stock by (i) any person known by the Company to be the owner, of record or beneficially, of more than 5% of the Common Stock, (ii) each of the executive officers, directors and nominees for election to the Company’s Board of Directors, and (iii) all executive officers and directors as a group.

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ELECTION OF DIRECTORS
Proposal No. 1

          Seven directors are to be elected at the Meeting, each director to hold the office until the next Annual Meeting of Shareholders, or until his or her successor is elected and qualified. All of the nominees listed below are now serving as directors and all of the nominees have consented, if elected, to serve as directors. Independence has been determined according to Nasdaq listing standards. The Governance Committee of the Board of Directors has nominated the following persons for election as directors:

          All shares represented by proxies will be voted for the election of the foregoing nominees; provided, however, that if any such nominee should withdraw or otherwise become unavailable for reasons not presently known, such shares may be voted for another person in place of such nominee in accordance with the best judgment of the persons named in the proxies.

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          The affirmative vote of the holders of the greater of (a) a majority of the outstanding shares of common stock of the Company present and entitled to vote for the election of directors or (b) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for transaction of business at the meeting, is required for the election of directors. A shareholder who abstains with respect to the election of directors is considered to be present and entitled to vote on the election of directors at the meeting, and is in effect casting a negative vote, but a shareholder (including a broker) who does not give authority to a Proxy to vote, or withholds authority to vote, on the election of directors, shall not be considered present and entitled to vote on the election of directors.

          All shares represented by proxies will be voted FOR all the previously named nominees unless a contrary choice is specified.

          THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES.

BOARD OF DIRECTORS AND COMMITTEES

          Director Compensation. The Board of Directors held four regular quarterly meetings and two special meetings during the last fiscal year. The Company has an Audit Committee, a Personnel and Compensation Committee and a Governance Committee. All directors attended at least 75 percent of their Board and Committee meetings. For the year ended January 31, 2005, directors who were not full-time employees of the Company were paid a retainer fee of $12,000, a fee of $1,200 per meeting (other than telephonic meetings) and $600 per telephonic meeting. Committee members received $600 per meeting attended. The Chairman of the Board receives compensation at the rate of $1,000 per month in lieu of meeting fees.

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CORPORATE GOVERNANCE

          Code of Ethics. The Board of Directors, through its Governance Committee has adopted a Code of Ethics that applies to directors, officers and all employees of the Company. The Code of Ethics is available on the Company’s website at www.ravenind.com.

          Certain Relationships and Related Transactions. Mrs. Milligan is on the Board of Directors of Wells Fargo and Co. which provides borrowings to the Company pursuant to a line of credit, the terms of which management considers competitive with other sources generally available to the Company. There were no borrowings under the credit line in fiscal 2005. As of April 7, 2005 the company has $2.5 million of borrowings outstanding under the line of credit.

          Nominations to the Board of Directors. The Governance Committee of the Board of Directors will recruit highly skilled and participative candidates who have the ability to strengthen the Board of Directors. The Governance Committee will consider timely presented nominations from shareholders if candidates are qualified.

          Current directors whose performance, capabilities and experience meet the Company’s expectations and needs are typically nominated for reelection. In accordance with the Company’s Corporate Governance Standards, directors are not re-nominated after they reach their 72^nd birthday.

          The size of the Board should be between seven and nine members, with a majority being independent members as defined by the Securities and Exchange Commission and the Nasdaq Stock Market. The Company’s lawyers, investment bankers and others with business links to the Company may not become directors. Interlocking directorships are not allowed.

          Recognizing that the contribution of the Board will depend on not only the character and capabilities of the directors taken individually but also on their collective strengths, the Board should be composed of:

          In considering possible candidates for election as a director, the Governance Committee should be guided in general by the composition guidelines established above and, in particular, by the following:

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          Consistent with the Company’s bylaws, and the Governance Committee Charter, the Governance Committee will review and consider for nomination any candidate for membership to the Board recommended by a shareholder of the Company, in accordance with the evaluation criteria and selection process described above. Shareholders wishing to recommend a candidate for consideration in connection with an election at a specific annual meeting should notify the Governance Committee well in advance of the meeting date to allow adequate time for the review process and preparation of the proxy statement, and in no event later than the first day of February.

          Communications with the Board of Directors. The Board of Directors believes that the most efficient means for shareholders and other interested parties to raise issues and questions and to get a response is to direct such communications to the company through the office of the Secretary of the Company. Other methods are also described in the Investor Relations section of the company’s public website, www.ravenind.com.

          If, notwithstanding these methods, a shareholder or other interested party wishes to direct a communication specifically to the Board of Directors, a letter to the Board is the most appropriate method. To insure that the communication is properly directed in a timely manner, it should be clearly identified as intended for the Board:

          Raven Industries, Inc.
          Attention: Board Communications – (Director Name if applicable)
          P.O. Box 5107
          Sioux Falls, SD 57117-5107

          The Corporate Secretary’s Office will collect and organize all such communications. A summary of communications received will be periodically provided to the Company’s Governance Committee, who will make the final determination regarding the disposition of any such communication.

          The Board believes that the Company should speak with one voice and has empowered management to speak on the Company’s behalf subject to the Board’s oversight and guidance on specific issues. Therefore, in most circumstances the Board will not respond directly to inquiries received in this manner but may take relevant ideas, concerns and positions into consideration.

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EXECUTIVE COMPENSATION

          The following table (“Summary Compensation Table”) sets forth the cash and non-cash compensation earned for each of the last three fiscal years by the President and Chief Executive Officer, the Vice President and Chief Financial Officer, the Vice President – Administration and the Executive Vice President and General Manager, Flow Controls Division (the “Named Executive Officers”):

SUMMARY COMPENSATION TABLE

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STOCK OPTIONS GRANTED FISCAL YEAR ENDED JANUARY 31, 2005

          The following table sets forth the information regarding the stock options that were granted during fiscal 2005 to the Named Executive Officers and the potential realizable value of such options if the value of the Common Stock appreciated during the term of such option at assumed rates of growth:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE

          The following table shows the stock options that were exercised during fiscal 2005 by the Named Executive Officers named in the Summary Compensation Table, the value realized by them as a result of exercising options, the number of unexercised options at the end of fiscal 2005 and the value of unexercised in-the-money options at the end of fiscal 2005:

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EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS

          Each of Mr. Moquist, Mr. Iacarella, Ms. Ohme and Mr. Rykhus (the “Executives”) have entered into an employment agreement with the Company (collectively, the “Employment Agreements”). Each Employment Agreement can be terminated by the Company or the Executive upon 30 days notice. The Employment Agreements provide that the Executives are entitled to participate in all employee benefit plans and fringe benefit programs maintained by the Company for its executive officers. In the event of death or other termination of employment without “cause” (as defined in the Employment Agreements) during the term of the Employment Agreements, each Executive who has reached specified retirement criteria is entitled to continuation of certain benefits. For Mr. Moquist and Mr. Iacarella these benefits will be “grossed-up” to cover anticipated income taxes payable by the Executive on the benefits.

          Each Executive has also entered into a Change in Control Agreement with the Company (collectively, the “Control Agreements”). The Control Agreements contain provisions designed to encourage the Executives to carry out their employment duties in the event of a change of control (as defined below). Such provisions state that, if Mr. Moquist’s or Mr. Iacarella’s employment is terminated by the Company or the Executive within two years after a change in control, Mr. Moquist or Mr. Iacarella will receive a severance payment in an amount of twice the Executive’s annual salary and incentive payment, and certain other benefits. These payments will be “grossed-up” to cover anticipated income and excise taxes. In the case of Ms. Ohme and Mr. Rykhus, the severance will be based on 1.5 weeks of salary per year of employment, with salary and benefits not to exceed one year.

          For purposes of these Control Agreements, a “change in control” is deemed to occur when and if (i) any person becomes the “beneficial owner” of at least 30% of the Company’s Common Stock (in the case of Ms. Ohme and Mr. Rykhus, unless such acquisition was approved by the Board) or (ii) a majority of the Board of Directors consists of individuals who are not “Incumbent Members” (as defined in the Control Agreements).

STOCK PERFORMANCE GRAPH

          The graph below compares the cumulative total shareholder return on the Company’s Common Stock over the last five years with the total return of the Russell 2000 and the S & P Industrial Machinery Group.

Total Return on $100 Investment Assuming Reinvestment of Dividends

Source: Bloomberg

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BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

          Decisions on compensation of the Company’s executives have been made by the Personnel and Compensation Committee of the Board of Directors (“Compensation Committee”). Each member of the Compensation Committee is an independent director.

          The Compensation Committee’s executive compensation policies are designed to provide compensation that integrates pay with the Company’s annual goals, rewards above average corporate performance, recognizes individual initiative and achievements, and assists the Company in attracting and retaining qualified executives.

          The Committee compares the entire compensation program with companies of comparable size in similar industries. Although the Committee believes that the Company’s program fell within the low to medium range for each individual executive, the Committee believes that the Company’s compensation program is sufficiently competitive to retain competent personnel. Comparisons were made with companies which are not necessarily included in the performance graph. The graph is based on broad industry averages while the compensation program was compared to a relatively limited number of specific companies to which the Company related in size or industry type.

          There are three elements in the Company’s executive compensation program, all determined by individual and corporate performance:

          Base salary compensation, while largely subjective, is determined by the potential impact the individual has on the Company, the skills and experience required by the job, and the performance and potential of the incumbent in the job.

          The Company has a policy of granting incentive bonuses to its executive officers, which are based on the Company achieving certain net income and expense targets during a fiscal year. The net income targets are generally established as a range, such that no incentive bonus is paid until the Company has achieved at least the bottom of the target range and the maximum bonus paid if the Company achieved the high end of the target range would, in the case of Mr. Moquist, be 48% of his base salary. Mr. Moquist is also entitled to bonus compensation of up to 12% of his base salary if the Company meets certain expense control and inventory turn targets.

          Other executives under the plan were eligible to earn from 21% to 36% of base salary based either on net income or divisional operating income. They also had specific incentives for achieving individual goals set by the Committee, which allowed incentive payments ranging from 6% to 12% of base salary.

          The Committee has not made any adjustments to predetermined formulas, other than to reflect organizational changes, nor has it made any provision for discretionary adjustment or awards of compensation. The criteria and basis for incentive compensation described above is similar to that used in each of the three years for which executive compensation is disclosed.

          Awards of stock options under the Stock Option Plan are designed to promote the identity of long-term interests between the Company’s executives and its shareholders and assist in the retention of executives. The Stock Option Plan also permits the Committee to grant stock options to key personnel. Options become exercisable based upon criteria established by the Compensation Committee. Awards of options are generally granted on the same criteria as base salaries are determined.

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          Based on recommendations of the Compensation Committee, the Board of Directors in fiscal 2005 granted stock options to officers and key employees. While the value realizable from exercisable options is dependent upon the extent to which the Company’s performance is reflected in the market price of the Company’s common stock at any particular point in time, the decision as to whether such value will be realized in any particular year is primarily determined by each individual executive and not by the Compensation Committee.

          The annual base cash compensation of Mr. Moquist in fiscal 2005 was $284,000. Mr. Moquist received a $156,484 incentive based on partially achieving the net income and expense control targets described above. No subjective factors are used in determining annual incentive payments for Mr. Moquist or other executives. Mr. Moquist was granted 16,000 stock options as part of the Committee’s annual stock option grant recommendation.

          Submitted by the Personnel and Compensation Committee of the Company’s Board of Directors:

          David A. Christensen            Mark E. Griffin            Conrad J. Hoigaard

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

          PricewaterhouseCoopers LLP served as the Company’s independent registered public accounting firm during fiscal 2005. The Company’s Audit Committee has engaged PricewaterhouseCoopers LLP to perform three quarterly reviews in fiscal 2006. The Committee selects the independent registered public accounting firm, for a one-year engagement, at its August meeting. No representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting of Shareholders. The aggregate fees billed by PricewaterhouseCoopers LLP for fiscal 2005 and 2004 are presented in the following table:

All items included in the above fee summary were subject to Audit Committee pre-approval. Such approval was obtained from the Committee or the Chair of the Committee prior to services performed and/or billing of services.

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AUDIT COMMITTEE REPORT

          The Audit Committee of the Board of Directors of Raven Industries, Inc. (the “Audit Committee”) is composed of three independent directors and operates under a written charter. A copy of this charter is attached as Exhibit A of this Proxy Statement. The Committee selects the Company’s independent registered public accounting firm. The Audit Committee has the authority to determine all funding and make any expenditures it deems necessary in order to carry out its responsibilities and duties.

          Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The Company’s independent registered public accounting firm is responsible for performing an integrated audit of the Company’s consolidated financial statements and of its internal control over financial reporting in accordance with the standards of the Public Accounting Oversight Board (the “PCAOB”). The Audit Committee is responsible for monitoring and overseeing these processes.

          In this context, the Audit Committee met and held discussions with management and the independent registered public accounting firm. Management represented to the Committee that the consolidated financial statements were fairly presented and prepared in accordance with accounting principles generally accepted in the United States of America. Management also presented its conclusion that as of January 31, 2005, internal control over financial reporting was effective. The Audit Committee reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Committee also discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees) and PCAOB Auditing Standard No. 2 (An Audit of Internal Control Over Financial Reporting performed in conjunction with an Audit of Financial Statements).

          The Company’s independent registered public accounting firm provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and discussed the firm’s independence. The Committee also reviewed the services provided by the independent registered public accounting firm (as disclosed under the caption “Independent Registered Public Accounting Firm Fees”) when considering their independence.

          Based upon the Audit Committee’s discussion with management and the independent registered public accounting firm and the representations of management and the report of the independent registered public accounting firm, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended January 31, 2005, filed with the Securities and Exchange Commission.

          Submitted by the Audit Committee of the Company’s Board of Directors:

          Thomas S. Everist           Anthony W. Bour           Cynthia H. Milligan          

PROPOSALS OF SHAREHOLDERS

          Pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended, any shareholder who desires to submit a proposal for action by the shareholders at the company’s 2006 annual meeting must submit such proposal in writing to Ronald M. Moquist, President and CEO, Raven Industries, Inc., P.O. Box 5107, Sioux Falls, South Dakota 57117-5107, by December 17, 2005. Shareholder proposals received after December 17, 2005, will not be included in the Company’s proxy statement relating to the 2006 annual meeting. Additionally, if the Company receives notice of a shareholder proposal after March 1, 2006, such proposal will be considered untimely under Rules 14a-4 and 14a-5(e), and the persons named in the proxies solicited by the Board of Directors for the Company’s

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2006 Annual Meeting may exercise discretionary voting power with respect to such proposal. Due to the complexity of respective rights of the shareholders and the Company in this area, any shareholder desiring to propose such an action is advised to consult with his or her legal counsel with respect to such rights. It is suggested that any such proposal be submitted by certified mail, return receipt requested.

OTHER MATTERS

          Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than ten percent of the Company’s Common Stock, to file reports of ownership and changes in ownership with the SEC and Nasdaq. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to the Company, the Company believes that during the year ended January 31, 2005, all officers, directors and ten-percent shareholders complied with the filing requirements of Section 16(a).

          Solicitation. The Company will bear the cost of preparing, assembling and mailing the proxy, Proxy Statement, Annual Report and other material which may be sent to the shareholders in connection with this solicitation. Brokerage houses and other custodians, nominees and fiduciaries may be requested to forward soliciting material to the beneficial owners of stock, in which case they will be reimbursed by the Company for their expenses in doing so. Proxies are being solicited primarily by mail, but, in addition, officers and regular employees of the Company, without extra compensation, may solicit proxies personally, by telephone, by telegram or special letter.

          The Board of Directors does not intend to present at the Meeting any other matter not referred to above and does not presently know of any matter that may be presented at the Meeting by others. However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed proxies to vote the proxy in accordance with their best judgment.

By Order of the Board of Directors

Raven Industries, Inc.
Thomas Iacarella, Secretary

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EXHIBIT A
November 19, 2004

RAVEN INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER

Purpose

The primary purpose of the Audit Committee (the “Committee”) is to oversee the quality and integrity of the Company’s financial reporting process, including the financial reports and other information provided by the Company to any governmental or regulatory body, the public or other users thereof, the Company’s systems of internal accounting and disclosure controls, and the annual independent audit of the Company’s financial statements.

In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts for this purpose. The Board of Directors (the “Board”) and the Committee are in place to represent the Company’s shareholders; accordingly, the outside auditor is ultimately accountable to the Committee.

The Committee shall review the adequacy of this Charter on an annual basis and recommend to the entire Board any necessary or desirable amendments, as conditions may dictate.

Membership

The Committee shall be comprised of not less than three members of the Board, and the Committee’s composition will meet the requirements of the Audit Committee Policy of the Nasdaq Stock Market.

Accordingly, all of the members will be directors:

In addition, at least one member of the Committee will have accounting or related financial management expertise, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Committee shall endeavor to have at least one of its members qualify as an “audit committee financial expert” in compliance with the criteria established by the Commission and other relevant regulations. The existence of such audit committee financial expert, including his or her name and whether he or she is independent, or the lack of an audit committee financial expert, shall be disclosed in the Company’s periodic public filings as required by the Commission.

Members of the Committee shall be elected by the Board at its annual meeting and shall serve until the next annual meeting of the Board or until their successors have been duly elected and qualified. Unless a chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee.

Meetings

As part of its job to foster open communication, the Committee shall meet at least annually with management and the Company’s independent auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately.

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Key Responsibilities

The Committee’s job is one of oversight and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the outside auditors are responsible for auditing those financial statements. Additionally, the Company recognizes that financial management, as well as the outside auditors have more time, knowledge and more detailed information on the Company than do the Committee members; consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the outside auditor’s work.

The following functions shall be common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances:

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RAVEN INDUSTRIES, INC.

ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 26, 2005
9:00 a.m.

Washington Pavilion of Arts and Science
Belbas Theater
301 South Main Avenue
Sioux Falls, SD

		Raven Industries, Inc. Box 5107, Sioux Falls, SD 57117-5107		proxy

This proxy is solicited on behalf of the Board of Directors.

The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side of this form.

If no choice is specified, the proxy will be voted “FOR” Item 1.

By signing the proxy, you hereby appoint Conrad J. Hoigaard and Ronald M. Moquist, or either of them, each with the power to appoint his substitute, to represent and to vote all the shares of common stock of RAVEN INDUSTRIES, INC. held by you on April 7, 2005, at the ANNUAL MEETING OF SHAREHOLDERS to be held on May 26, 2005, and at any adjournments thereof.

NOTE: The proxies named above may choose to exercise cumulative voting in the manner described in the accompanying Proxy Statement.

See reverse for voting instructions.

   Please detach here   

The Board of Directors Recommends a Vote FOR Item 1.