<PAGE>


              As filed with the Securities and Exchange Commission
                                 on May 24, 1994
                                                       Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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 juris-                                (IRS Employer
diction of incorporation                              Identification No.)
or organization)

2323 Sixth Street
P.O. Box 7007
Rockford, Illinois                                    61125
- ---------------------                                 -----------
(Address of Principal                                 (Zip Code)
Executive Office)

                                  CLARCOR Inc.
                               1994 Incentive Plan
                            ------------------------
                            (Full title of the plan)

                                Marshall C. Arne
                                    Secretary
                                  CLARCOR Inc.
                                2323 Sixth Street
                                  P.O. Box 7007
                            Rockford, Illinois  61125
                     ---------------------------------------
                     (Name-and address of agent for service)

                                 (815) 961-5728
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
                                    CALCULATION OF REGISTRATION FEE


                                               Proposed             Proposed maximum
Securities to be        Amount to be       maximum offering        aggregate offering           Amount of
registered               registered         price per share               price             registration fee
- ------------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                     <C>                      <C>
Common Stock              1,500,000           $17.816(1)             $26,724,000(1)           $9,215.18(1)
- ------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights             666,000               (2)                      (2)                     (2)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

<FN>
(1)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
     for the purpose of calculating the amount of the registration fee based
     upon the exercise price for outstanding stock options and with respect to
     other shares, upon the average of the high and low sales prices reported
     for shares of the Common Stock in the New York Stock Exchange Composite
     Transactions on May 19, 1994, which was $17.813.

(2)  The Company's Preferred Stock Purchase Rights initially are carried and
     traded with the shares of Common Stock of the Company being registered
     hereunder.  Value attributable to such Preferred Stock Purchase Rights, if
     any, is reflected in the market price of the Common Stock.

</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed by CLARCOR Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein and made a part hereof:

          (a)  the Company's Annual Report on Form 10-K for the fiscal year
ended November 27, 1993;

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended
February 26, 1994;

          (c)  the description of the Company's Common Stock which is contained
in a registration statement filed under the Securities Exchange Act of 1934,
including any subsequent amendment or any report or other filing filed with the
Commission updating such description; and

          (d)  the description of the Company's Preferred Stock Purchase Rights
(the "Rights") set forth in Item 1 of the Company's Registration Statement on
Form 8-A, dated April 24, 1986, as amended by the Company's Form 8, Amendment
No. 1, dated June 30, 1989, File No. 0-3801, including any subsequent amendment
or any report or other filing filed with the Commission updating such
description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after 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 herein and to
be part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          None.

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
Certificate of Incorporation of the Company, as amended, 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



                                      II-1

<PAGE>

liability of directors for monetary damages to the Company and its stockholders
and permits the Company to insure its directors, officers, employees and agents
against certain liabilities as to which they may not be indemnify under the
Delaware General Corporation Law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.                       Description
- -----------                       -----------

   4(a)             CLARCOR Inc. 1994 Incentive Plan.  Incorporated by reference
                    to Exhibit A to the Company's Proxy Statement dated February
                    24, 1994 for the Annual Meeting of Stockholders held on
                    March 31, 1994.

   4(b)             The Company's Restated Certificate of Incorporation.
                    Incorporated by reference to Exhibit 3.1 to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    November 30, 1983.

   4(c)             Amendment to ARTICLE NINTH of Restated Certificate of
                    Incorporation.  Incorporated by reference to Exhibit 3.1(a)
                    to the Company's Annual Report on Form 10-K for the fiscal
                    year ended November 30, 1988 (the "1988 10-K").

   4(d)             Amendment changing name of the Company to CLARCOR Inc.
                    Incorporated by reference to Exhibit 3.1(b) to the 1988 10-
                    K.

   4(e)             Amendment to ARTICLE FOURTH of the Restated Certificate of
                    Incorporation.  Incorporated by reference to Exhibit 3.1(c)
                    to the Company's Annual Report on Form 10-K for the fiscal
                    year ended November 30, 1990.

   4(f)             The Company's By-laws, as amended.  Incorporated by
                    reference to Exhibit 3.2 to the Company's Annual Report on
                    Form 10-K for the fiscal year ended November 27, 1993.



                                      II-2

<PAGE>

Exhibit No.                       Description
- -----------                       -----------

   4(g)             Rights Agreement dated as of April 14, 1986 between the
                    Company and The First National Bank of Chicago.
                    Incorporated by reference to Exhibit 1 to the Company's
                    Current Report on Form 8-K dated April 20, 1986.

   4(h)             Amendment to Rights Agreement dated as of June 27, 1989.
                    Incorporated by reference to Exhibit 4 to the Company's
                    Current Report on Form 8-K filed on August 14, 1989.

   5*               Opinion of Sidley & Austin.

  23(a)*            Consent of Independent Accountants.

  23(b)             Consent of Sidley & Austin is included in its opinion filed
                    as Exhibit 5 hereto.

____________________
* Filed herewith.

ITEM 9.  UNDERTAKINGS

          1.  The Company hereby undertakes:  (i) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement 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; (ii)
that, for the purpose of determining any liability under the Securities Act of
1933, 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; and (iii) 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.

          2.  The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.



                                      II-3

<PAGE>

          3.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.



                                      II-4

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 May 24, 1994.

                                             CLARCOR Inc.



                                             By Lawrence E. Gloyd
                                                ---------------------------
                                                Lawrence E. Gloyd
                                                Chairman, President & Chief
                                                Executive Officer



          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 24, 1994.

      Signature                           Position
      ---------                           --------

Lawrence E. Gloyd                     Chairman, President & Chief
- ------------------------------        Executive Officer and Director
Lawrence E. Gloyd

L. Paul Harnois                       Senior Vice President & Chief
- ------------------------------        Financial Officer
L. Paul Harnois

William F. Knese                      Vice President, Treasurer,
- ------------------------------        Controller & Chief Accounting Officer
William F. Knese

J. Marc Adam                          Director
- ------------------------------
J. Marc Adam

Milton R. Brown                       Director
- ------------------------------
Milton R. Brown

Carl J. Dargene                       Director
- ------------------------------
Carl J. Dargene

Frank A. Fiorenza                     Director
- ------------------------------
Frank A. Fiorenza



                                      II-5

<PAGE>

Dudley J. Godfrey, Jr.                Director
- ------------------------------
Dudley J. Godfrey, Jr.

Stanton K. Smith, Jr.                 Director
- ------------------------------
Stanton K. Smith, Jr.

Richard A. Snell                      Director
- ------------------------------
Richard A. Snell

Don A. Wolf                           Director
- ------------------------------
Don A. Wolf



                                      II-6

<PAGE>

                                  EXHIBIT INDEX

                                                                      Sequential
Exhibit No.                       Description                         Page No.
- -----------                       -----------                         ----------

  4(a)         CLARCOR Inc. 1994 Incentive Plan.  Incorporated by
               reference to Exhibit A to the Company's Proxy
               Statement dated February 24, 1994 for the Annual
               Meeting of Stockholders held on March 31, 1994.

  4(b)         The Company's Restated Certificate of
               Incorporation.  Incorporated by reference to
               Exhibit 3.1 to the Company's Annual Report on Form
               10-K for the fiscal year ended November 30, 1983.

  4(c)         Amendment to ARTICLE NINTH of Restated Certificate
               of Incorporation.  Incorporated by reference to
               Exhibit 3.1(a) to the Company's Annual Report on
               Form 10-K for the fiscal year ended November 30,
               1988 (the "1988 10-K").

  4(d)         Amendment changing name of the Company to CLARCOR
               Inc.  Incorporated by reference to Exhibit 3.1(b)
               to the 1988 10-K.

  4(e)         Amendment to ARTICLE FOURTH of the Restated
               Certificate of Incorporation.  Incorporated by
               reference to Exhibit 3.1(c) to the Company's
               Annual Report on Form 10-K for the fiscal year
               ended November 30, 1990.

  4(f)         The Company's By-laws, as amended.  Incorporated
               by reference to Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the fiscal year
               ended November 27, 1993.

<PAGE>

                                                                      Sequential
Exhibit No.                       Description                         Page No.
- -----------                       -----------                         ----------

4(g)           Rights Agreement dated as of April 14, 1986
               between the Company and The First National Bank of
               Chicago.  Incorporated by reference to Exhibit 1
               to the Company's Current Report on Form 8-K dated
               April 20, 1986.

  4(h)         Amendment to Rights Agreement dated as of June 27,
               1989.  Incorporated by reference to Exhibit 4 to
               the Company's Current Report on Form 8-K filed on
               August 14, 1989.

  5*           Opinion of Sidley & Austin.

  23(a)*       Consent of Independent Accountants.

  23(b)        Consent of Sidley & Austin is included in its
               opinion filed as Exhibit 5 hereto.

______________________
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17753}]
{"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": "033-53763", "film-number": "94529965"}, "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 May 24, 1994
                                                       Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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 juris-                                (IRS Employer
diction of incorporation                              Identification No.)
or organization)

2323 Sixth Street
P.O. Box 7007
Rockford, Illinois                                    61125
- ---------------------                                 -----------
(Address of Principal                                 (Zip Code)
Executive Office)

                                  CLARCOR Inc.
                               1994 Incentive Plan
                            ------------------------
                            (Full title of the plan)

                                Marshall C. Arne
                                    Secretary
                                  CLARCOR Inc.
                                2323 Sixth Street
                                  P.O. Box 7007
                            Rockford, Illinois  61125
                     ---------------------------------------
                     (Name-and address of agent for service)

                                 (815) 961-5728
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
                                    CALCULATION OF REGISTRATION FEE

                                               Proposed             Proposed maximum
Securities to be        Amount to be       maximum offering        aggregate offering           Amount of
registered               registered         price per share               price             registration fee
- ------------------------------------------------------------------------------------------------------------
Common Stock              1,500,000           $17.816(1)             $26,724,000(1)           $9,215.18(1)
- ------------------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights             666,000               (2)                      (2)                     (2)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
     for the purpose of calculating the amount of the registration fee based
     upon the exercise price for outstanding stock options and with respect to
     other shares, upon the average of the high and low sales prices reported
     for shares of the Common Stock in the New York Stock Exchange Composite
     Transactions on May 19, 1994, which was $17.813.

(2)  The Company's Preferred Stock Purchase Rights initially are carried and
     traded with the shares of Common Stock of the Company being registered
     hereunder.  Value attributable to such Preferred Stock Purchase Rights, if
     any, is reflected in the market price of the Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed by CLARCOR Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein and made a part hereof:

          (a)  the Company's Annual Report on Form 10-K for the fiscal year
ended November 27, 1993;

          (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended
February 26, 1994;

          (c)  the description of the Company's Common Stock which is contained
in a registration statement filed under the Securities Exchange Act of 1934,
including any subsequent amendment or any report or other filing filed with the
Commission updating such description; and

          (d)  the description of the Company's Preferred Stock Purchase Rights
(the "Rights") set forth in Item 1 of the Company's Registration Statement on
Form 8-A, dated April 24, 1986, as amended by the Company's Form 8, Amendment
No. 1, dated June 30, 1989, File No. 0-3801, including any subsequent amendment
or any report or other filing filed with the Commission updating such
description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after 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 herein and to
be part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          None.

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
Certificate of Incorporation of the Company, as amended, 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

                                      II-1
liability of directors for monetary damages to the Company and its stockholders
and permits the Company to insure its directors, officers, employees and agents
against certain liabilities as to which they may not be indemnify under the
Delaware General Corporation Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.                       Description
- -----------                       -----------

   4(a)             CLARCOR Inc. 1994 Incentive Plan.  Incorporated by reference
                    to Exhibit A to the Company's Proxy Statement dated February
                    24, 1994 for the Annual Meeting of Stockholders held on
                    March 31, 1994.

   4(b)             The Company's Restated Certificate of Incorporation.
                    Incorporated by reference to Exhibit 3.1 to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    November 30, 1983.

   4(c)             Amendment to ARTICLE NINTH of Restated Certificate of
                    Incorporation.  Incorporated by reference to Exhibit 3.1(a)
                    to the Company's Annual Report on Form 10-K for the fiscal
                    year ended November 30, 1988 (the "1988 10-K").

   4(d)             Amendment changing name of the Company to CLARCOR Inc.
                    Incorporated by reference to Exhibit 3.1(b) to the 1988 10-
                    K.

   4(e)             Amendment to ARTICLE FOURTH of the Restated Certificate of
                    Incorporation.  Incorporated by reference to Exhibit 3.1(c)
                    to the Company's Annual Report on Form 10-K for the fiscal
                    year ended November 30, 1990.

   4(f)             The Company's By-laws, as amended.  Incorporated by
                    reference to Exhibit 3.2 to the Company's Annual Report on
                    Form 10-K for the fiscal year ended November 27, 1993.

                                      II-2
Exhibit No.                       Description
- -----------                       -----------

   4(g)             Rights Agreement dated as of April 14, 1986 between the
                    Company and The First National Bank of Chicago.
                    Incorporated by reference to Exhibit 1 to the Company's
                    Current Report on Form 8-K dated April 20, 1986.

   4(h)             Amendment to Rights Agreement dated as of June 27, 1989.
                    Incorporated by reference to Exhibit 4 to the Company's
                    Current Report on Form 8-K filed on August 14, 1989.

   5*               Opinion of Sidley & Austin.

  23(a)*            Consent of Independent Accountants.

  23(b)             Consent of Sidley & Austin is included in its opinion filed
                    as Exhibit 5 hereto.

____________________
* Filed herewith.

ITEM 9.  UNDERTAKINGS

          1.  The Company hereby undertakes:  (i) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement 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; (ii)
that, for the purpose of determining any liability under the Securities Act of
1933, 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; and (iii) 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.

          2.  The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

                                      II-3
3.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 May 24, 1994.

                                             CLARCOR Inc.

                                             By Lawrence E. Gloyd
                                                ---------------------------
                                                Lawrence E. Gloyd
                                                Chairman, President & Chief
                                                Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 24, 1994.

      Signature                           Position
      ---------                           --------

Lawrence E. Gloyd                     Chairman, President & Chief
- ------------------------------        Executive Officer and Director
Lawrence E. Gloyd

L. Paul Harnois                       Senior Vice President & Chief
- ------------------------------        Financial Officer
L. Paul Harnois

William F. Knese                      Vice President, Treasurer,
- ------------------------------        Controller & Chief Accounting Officer
William F. Knese

J. Marc Adam                          Director
- ------------------------------
J. Marc Adam

Milton R. Brown                       Director
- ------------------------------
Milton R. Brown

Carl J. Dargene                       Director
- ------------------------------
Carl J. Dargene

Frank A. Fiorenza                     Director
- ------------------------------
Frank A. Fiorenza

                                      II-5
Dudley J. Godfrey, Jr.                Director
- ------------------------------
Dudley J. Godfrey, Jr.

Stanton K. Smith, Jr.                 Director
- ------------------------------
Stanton K. Smith, Jr.

Richard A. Snell                      Director
- ------------------------------
Richard A. Snell

Don A. Wolf                           Director
- ------------------------------
Don A. Wolf

                                      II-6
EXHIBIT INDEX

                                                                      Sequential
Exhibit No.                       Description                         Page No.
- -----------                       -----------                         ----------

  4(a)         CLARCOR Inc. 1994 Incentive Plan.  Incorporated by
               reference to Exhibit A to the Company's Proxy
               Statement dated February 24, 1994 for the Annual
               Meeting of Stockholders held on March 31, 1994.

  4(b)         The Company's Restated Certificate of
               Incorporation.  Incorporated by reference to
               Exhibit 3.1 to the Company's Annual Report on Form
               10-K for the fiscal year ended November 30, 1983.

  4(c)         Amendment to ARTICLE NINTH of Restated Certificate
               of Incorporation.  Incorporated by reference to
               Exhibit 3.1(a) to the Company's Annual Report on
               Form 10-K for the fiscal year ended November 30,
               1988 (the "1988 10-K").

  4(d)         Amendment changing name of the Company to CLARCOR
               Inc.  Incorporated by reference to Exhibit 3.1(b)
               to the 1988 10-K.

  4(e)         Amendment to ARTICLE FOURTH of the Restated
               Certificate of Incorporation.  Incorporated by
               reference to Exhibit 3.1(c) to the Company's
               Annual Report on Form 10-K for the fiscal year
               ended November 30, 1990.

  4(f)         The Company's By-laws, as amended.  Incorporated
               by reference to Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the fiscal year
               ended November 27, 1993.
Sequential
Exhibit No.                       Description                         Page No.
- -----------                       -----------                         ----------

4(g)           Rights Agreement dated as of April 14, 1986
               between the Company and The First National Bank of
               Chicago.  Incorporated by reference to Exhibit 1
               to the Company's Current Report on Form 8-K dated
               April 20, 1986.

  4(h)         Amendment to Rights Agreement dated as of June 27,
               1989.  Incorporated by reference to Exhibit 4 to
               the Company's Current Report on Form 8-K filed on
               August 14, 1989.

  5*           Opinion of Sidley & Austin.

  23(a)*       Consent of Independent Accountants.

  23(b)        Consent of Sidley & Austin is included in its
               opinion filed as Exhibit 5 hereto.

______________________
* Filed herewith.