<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2002

                                                REGISTRATION NO. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          -----------------------------

                                  CLARCOR INC.
             (Exact Name of Registrant as specified in its Charter)

                          -----------------------------

                    DELAWARE                                     36-0922490
                    --------                                     ----------
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                  organization)                              Identification No.)

                                2323 SIXTH STREET
                                  P.O. BOX 7007
                            ROCKFORD, ILLINOIS 61125
                    (Address of principal executive offices)

                          -----------------------------

                                  CLARCOR INC.
                               1994 INCENTIVE PLAN
                            (Full title of the plan)

                          -----------------------------

                                  DAVID J. BOYD
                         VICE PRESIDENT, GENERAL COUNSEL
                             AND CORPORATE SECRETARY
                                  CLARCOR INC.
                                2323 SIXTH STREET
                                  P.O. BOX 7007
                     ROCKFORD, ILLINOIS 61125 (815) 961-5686
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                  ROBERT P. FREEMAN, SIDLEY AUSTIN BROWN & WOOD
        10 SOUTH DEARBORN STREET, CHICAGO, ILLINOIS 60603 (312) 853-7000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                    PROPOSED           PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES                 AMOUNT TO BE      MAXIMUM OFFERING      AGGREGATE OFFERING   REGISTRATION
          TO BE REGISTERED (1)               REGISTERED (2)    PRICE PER SHARE (3)         PRICE (3)           FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>                    <C>                  <C>
Common Stock, par value $1.00 per share
(including Preferred Stock Purchase Rights)     1,000,000            $31.97               $31,970,000        $2,941.24
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Preferred Stock Purchase Rights are initially carried and traded with the
     Common Stock of the Registrant. Value attributable to such Preferred Stock
     Purchase Rights, if any, is reflected in the market price of the Common
     Stock.

(2)  Plus such additional shares of Common Stock as may be issuable pursuant to
     the anti-dilution provisions of the CLARCOR Inc. 1994 Incentive Plan, in
     accordance with Rule 416(a) under the Securities Act of 1933.

(3)  The offering price has been estimated solely for the purpose of determining
     the registration fee pursuant to Rule 457(h) on the basis of the average of
     the high and low prices of the Common Stock as reported on the New York
     Stock Exchange on December 5, 2002.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        This registration statement relates to securities of the Registrant to
         be offered pursuant to the CLARCOR Inc. 1994 Incentive Plan, as
         indicated on the facing sheet hereof. Information required by Part I to
         be contained in the Section 10(a) prospectus related to this plan is
         omitted from this registration statement in accordance with Rule 428
         under the Securities Act of 1933 (the "Securities Act") and the Note to
         Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by the Registrant with the
         Securities and Exchange Commission (the "Commission") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
         incorporated by reference in the Registrant's registration statement:

         1. The annual report on Form 10-K for the fiscal year ended December 1,
            2001 of the Registrant;

         2. All reports filed by the Registrant pursuant to Section 13(a) or
            15(d) of the Exchange Act since December 1, 2001;

         3. The Registrant's description of its Common Stock, as set forth in
            the Registrant's Registration Statement on Form 8-A filed with the
            Commission on March 2, 1992 (File No. 1-11024), as amended by the
            Registrant's Amendment No. 1 thereto filed with the Commission on
            March 4, 1992 (File No. 1-11024), including any amendment or report
            filed for the purpose of updating such description; and

         4. The Registrant's description of its Preferred Stock Purchase Rights,
            as set forth in the Registrant's Registration Statement on Form 8-A
            filed with the Commission on April 3, 1996 (File No. 1-11024), as
            amended by the Registrant's Registration Statement on Form 8-A/A
            filed with the Commission on March 29, 1999 (File No. 1-11024),
            including any further amendment or report filed for the purpose of
            updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
         of this registration statement and prior to the filing of a
         post-effective amendment which indicates that all securities offered
         have been sold or which deregisters all securities then remaining
         unsold, shall be deemed to be incorporated by reference in this
         registration statement and to be part thereof from the date of filing
         of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not required.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.


                                      -1-
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law contains provisions
         permitting corporations organized thereunder to indemnify directors,
         officers, employees and agents from liability under certain
         circumstances. The Second Restated Certificate of Incorporation of the
         Registrant provides indemnification for directors, officers, employees
         and agents to the extent permitted by the Delaware General Corporation
         Law, eliminates to the extent permitted by the law the personal
         liability of directors for monetary damages to the Registrant and its
         stockholders and permits the Registrant to insure its directors,
         officers, employees and agents against certain liabilities as to which
         they may not be indemnified under the Delaware General Corporation Law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not required.


ITEM 8.  EXHIBITS.

         See the Exhibit Index accompanying this Registration Statement.


ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
             Securities Act;

             (ii) to reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the information
             set forth in the registration statement;

             (iii) to include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

         (2) that, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (3) to remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise, the


                                      -2-
<PAGE>

         Registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.


                                      -3-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Rockford, state of Illinois, on the 11th day of
December 2002.

                                        CLARCOR INC.


                                        By: /s/ Norman E. Johnson
                                            -----------------------------
                                            Norman E. Johnson
                                            Chairman, President and Chief
                                            Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
SIGNATURES                               TITLE                                            DATE
<S>                                      <C>                                              <C>
/s/ Norman E. Johnson                    Chairman, President, Chief Executive Officer     December 11, 2002
-------------------------------          and Director (Principal Executive Officer)
Norman E. Johnson

/s/ Bruce A. Klein                       Vice President Finance and Chief Financial       December 11, 2002
-------------------------------          Officer (Principal Financial Officer)
Bruce A. Klein

/s/ Marcia S. Blaylock                   Vice President, Controller, Chief  Accounting    December 11, 2002
-------------------------------          Officer
Marcia S. Blaylock                       (Principal Accounting Officer)

/s/ Lawrence E. Gloyd                    Director                                         December 11, 2002
-------------------------------
Lawrence E. Gloyd

/s/ Robert H. Jenkins                    Director                                         December 11, 2002
-------------------------------
Robert H. Jenkins

/s/ Philip R. Lochner, Jr.               Director                                         December 11, 2002
-------------------------------
Philip R. Lochner, Jr.

/s/ Roseann Stevens                      Director                                         December 11, 2002
-------------------------------
Roseann Stevens

/s/ J. Marc Adams                        Director                                         December 11, 2002
-------------------------------
J. Marc Adams

/s/ James L. Packard                     Director                                         December 11, 2002
-------------------------------
James L. Packard

/s/ Keith E. Wandell                     Director                                         December 11, 2002
-------------------------------
Keith E. Wandell

/s/ Robert J. Burgstahler                Director                                         December 11, 2002
-------------------------------
Robert J. Burgstahler
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

       Exhibit No.     DESCRIPTION
       -----------     -----------

           4.1         The Registrant's Second Restated Certificate of
                       Incorporation incorporated by reference to Exhibit 3.1 to
                       the Registrant's Annual Report on Form 10-K for the
                       fiscal year ended November 30, 1998 (File No. 1-11024).

           4.2         The Registrant's Bylaws, as amended, incorporated by
                       reference to Exhibit 3.2 to the Registrant's Annual
                       Report on Form 10-K for the fiscal year ended November
                       30, 1991 (File No. 1-11024).

           4.3         Stockholders Rights Agreement, dated as of March 28,
                       1996, between the Registrant and First Chicago Trust
                       Company of New York incorporated by reference to Exhibit
                       4 to the Registrant's Current Report on Form 8-K filed
                       April 3, 1996 (File No. 1-11024).

           4.4         First Amendment to Stockholders Rights Agreement, dated
                       as of March 23, 1999, incorporated by reference to
                       Exhibit 4 to the Registrant's Registration Statement on
                       Form 8-A/A filed March 29, 1999 (File No. 1-11024).

           4.5         CLARCOR Inc. 1994 Incentive Plan, as amended through June
                       30, 2000, incorporated by reference to Exhibit 10.5 to
                       the Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 2, 2000 (File No. 1-11024).

           4.6         Amendment to the CLARCOR Inc. 1994 Incentive Plan adopted
                       December 18, 2000.*

            5          Opinion of David J. Boyd, General Counsel of the
                       Registrant.*

           23.1        Consent of David J. Boyd (included in Exhibit 5).

           23.2        Consent of PricewaterhouseCoopers LLP.*






----------------------------

* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "c73484sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17621}]
{"company-data": {"conformed-name": "CLARCOR INC", "cik": "0000020740", "assigned-sic": "3714", "irs-number": "360922490", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101767", "film-number": "02854154"}, "business-address": {"street1": "2323 SIXTH ST", "street2": "PO BOX 7007", "city": "ROCKFORD", "state": "IL", "zip": "61125", "phone": "8159628867"}, "mail-address": {"street1": "2323 SIXTH STREET", "city": "ROCKFORD", "state": "IL", "zip": "61125"}, "former-company": {"former-conformed-name": "CLARK J L MANUFACTURING CO /DE/", "date-changed": "19871001"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2002

                                                REGISTRATION NO. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          -----------------------------

                                  CLARCOR INC.
             (Exact Name of Registrant as specified in its Charter)

                          -----------------------------

                    DELAWARE                                     36-0922490
                    --------                                     ----------
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                  organization)                              Identification No.)

                                2323 SIXTH STREET
                                  P.O. BOX 7007
                            ROCKFORD, ILLINOIS 61125
                    (Address of principal executive offices)

                          -----------------------------

                                  CLARCOR INC.
                               1994 INCENTIVE PLAN
                            (Full title of the plan)

                          -----------------------------

                                  DAVID J. BOYD
                         VICE PRESIDENT, GENERAL COUNSEL
                             AND CORPORATE SECRETARY
                                  CLARCOR INC.
                                2323 SIXTH STREET
                                  P.O. BOX 7007
                     ROCKFORD, ILLINOIS 61125 (815) 961-5686
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                  ROBERT P. FREEMAN, SIDLEY AUSTIN BROWN & WOOD
        10 SOUTH DEARBORN STREET, CHICAGO, ILLINOIS 60603 (312) 853-7000

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                                    PROPOSED           PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES                 AMOUNT TO BE      MAXIMUM OFFERING      AGGREGATE OFFERING   REGISTRATION
          TO BE REGISTERED (1)               REGISTERED (2)    PRICE PER SHARE (3)         PRICE (3)           FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share
(including Preferred Stock Purchase Rights)     1,000,000            $31.97               $31,970,000        $2,941.24
-------------------------------------------------------------------------------------------------------------------------
(1)  Preferred Stock Purchase Rights are initially carried and traded with the
     Common Stock of the Registrant. Value attributable to such Preferred Stock
     Purchase Rights, if any, is reflected in the market price of the Common
     Stock.

(2)  Plus such additional shares of Common Stock as may be issuable pursuant to
     the anti-dilution provisions of the CLARCOR Inc. 1994 Incentive Plan, in
     accordance with Rule 416(a) under the Securities Act of 1933.

(3)  The offering price has been estimated solely for the purpose of determining
     the registration fee pursuant to Rule 457(h) on the basis of the average of
     the high and low prices of the Common Stock as reported on the New York
     Stock Exchange on December 5, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        This registration statement relates to securities of the Registrant to
         be offered pursuant to the CLARCOR Inc. 1994 Incentive Plan, as
         indicated on the facing sheet hereof. Information required by Part I to
         be contained in the Section 10(a) prospectus related to this plan is
         omitted from this registration statement in accordance with Rule 428
         under the Securities Act of 1933 (the "Securities Act") and the Note to
         Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by the Registrant with the
         Securities and Exchange Commission (the "Commission") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
         incorporated by reference in the Registrant's registration statement:

         1. The annual report on Form 10-K for the fiscal year ended December 1,
            2001 of the Registrant;

         2. All reports filed by the Registrant pursuant to Section 13(a) or
            15(d) of the Exchange Act since December 1, 2001;

         3. The Registrant's description of its Common Stock, as set forth in
            the Registrant's Registration Statement on Form 8-A filed with the
            Commission on March 2, 1992 (File No. 1-11024), as amended by the
            Registrant's Amendment No. 1 thereto filed with the Commission on
            March 4, 1992 (File No. 1-11024), including any amendment or report
            filed for the purpose of updating such description; and

         4. The Registrant's description of its Preferred Stock Purchase Rights,
            as set forth in the Registrant's Registration Statement on Form 8-A
            filed with the Commission on April 3, 1996 (File No. 1-11024), as
            amended by the Registrant's Registration Statement on Form 8-A/A
            filed with the Commission on March 29, 1999 (File No. 1-11024),
            including any further amendment or report filed for the purpose of
            updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
         of this registration statement and prior to the filing of a
         post-effective amendment which indicates that all securities offered
         have been sold or which deregisters all securities then remaining
         unsold, shall be deemed to be incorporated by reference in this
         registration statement and to be part thereof from the date of filing
         of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

                                      -1-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law contains provisions
         permitting corporations organized thereunder to indemnify directors,
         officers, employees and agents from liability under certain
         circumstances. The Second Restated Certificate of Incorporation of the
         Registrant provides indemnification for directors, officers, employees
         and agents to the extent permitted by the Delaware General Corporation
         Law, eliminates to the extent permitted by the law the personal
         liability of directors for monetary damages to the Registrant and its
         stockholders and permits the Registrant to insure its directors,
         officers, employees and agents against certain liabilities as to which
         they may not be indemnified under the Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not required.

ITEM 8.  EXHIBITS.

         See the Exhibit Index accompanying this Registration Statement.

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
             Securities Act;

             (ii) to reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the information
             set forth in the registration statement;

             (iii) to include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

         (2) that, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (3) to remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise, the

                                      -2-
Registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.

                                      -3-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Rockford, state of Illinois, on the 11th day of
December 2002.

                                        CLARCOR INC.

                                        By: /s/ Norman E. Johnson
                                            -----------------------------
                                            Norman E. Johnson
                                            Chairman, President and Chief
                                            Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
SIGNATURES                               TITLE                                            DATE
/s/ Norman E. Johnson                    Chairman, President, Chief Executive Officer     December 11, 2002
-------------------------------          and Director (Principal Executive Officer)
Norman E. Johnson

/s/ Bruce A. Klein                       Vice President Finance and Chief Financial       December 11, 2002
-------------------------------          Officer (Principal Financial Officer)
Bruce A. Klein

/s/ Marcia S. Blaylock                   Vice President, Controller, Chief  Accounting    December 11, 2002
-------------------------------          Officer
Marcia S. Blaylock                       (Principal Accounting Officer)

/s/ Lawrence E. Gloyd                    Director                                         December 11, 2002
-------------------------------
Lawrence E. Gloyd

/s/ Robert H. Jenkins                    Director                                         December 11, 2002
-------------------------------
Robert H. Jenkins

/s/ Philip R. Lochner, Jr.               Director                                         December 11, 2002
-------------------------------
Philip R. Lochner, Jr.

/s/ Roseann Stevens                      Director                                         December 11, 2002
-------------------------------
Roseann Stevens

/s/ J. Marc Adams                        Director                                         December 11, 2002
-------------------------------
J. Marc Adams

/s/ James L. Packard                     Director                                         December 11, 2002
-------------------------------
James L. Packard

/s/ Keith E. Wandell                     Director                                         December 11, 2002
-------------------------------
Keith E. Wandell

/s/ Robert J. Burgstahler                Director                                         December 11, 2002
-------------------------------
Robert J. Burgstahler
EXHIBIT INDEX

       Exhibit No.     DESCRIPTION
       -----------     -----------

           4.1         The Registrant's Second Restated Certificate of
                       Incorporation incorporated by reference to Exhibit 3.1 to
                       the Registrant's Annual Report on Form 10-K for the
                       fiscal year ended November 30, 1998 (File No. 1-11024).

           4.2         The Registrant's Bylaws, as amended, incorporated by
                       reference to Exhibit 3.2 to the Registrant's Annual
                       Report on Form 10-K for the fiscal year ended November
                       30, 1991 (File No. 1-11024).

           4.3         Stockholders Rights Agreement, dated as of March 28,
                       1996, between the Registrant and First Chicago Trust
                       Company of New York incorporated by reference to Exhibit
                       4 to the Registrant's Current Report on Form 8-K filed
                       April 3, 1996 (File No. 1-11024).

           4.4         First Amendment to Stockholders Rights Agreement, dated
                       as of March 23, 1999, incorporated by reference to
                       Exhibit 4 to the Registrant's Registration Statement on
                       Form 8-A/A filed March 29, 1999 (File No. 1-11024).

           4.5         CLARCOR Inc. 1994 Incentive Plan, as amended through June
                       30, 2000, incorporated by reference to Exhibit 10.5 to
                       the Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 2, 2000 (File No. 1-11024).

           4.6         Amendment to the CLARCOR Inc. 1994 Incentive Plan adopted
                       December 18, 2000.*

            5          Opinion of David J. Boyd, General Counsel of the
                       Registrant.*

           23.1        Consent of David J. Boyd (included in Exhibit 5).

           23.2        Consent of PricewaterhouseCoopers LLP.*

----------------------------

* Filed herewith.