<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                    -------

                                   FORM 10-Q
                                QUARTERLY REPORT

                                    -------



                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                                    -------


                       For the quarter ended May 31, 2003

                                    -------



                      REGISTRANT: CLARCOR Inc. (Delaware)

                                    -------


<PAGE>
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended May 31, 2003               Commission File Number 1-11024


                                  CLARCOR Inc.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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


2323 Sixth Street, P.O. Box 7007, Rockford, Illinois                   61125
----------------------------------------------------                 ----------
     (Address of principal executive offices)                        (Zip Code)


        Registrant's telephone number, including area code 815-962-8867
                                                           ------------

                                   No Change
-------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                        if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2)  Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.


                      25,045,892 common shares outstanding
                      ------------------------------------


                                     Page 1
<PAGE>
Part I - Item 1


                                  CLARCOR Inc.
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                             (Dollars in thousands)

                                    --------

<TABLE>
<CAPTION>
                                                                    May 31,           November 30,
                        ASSETS                                       2003                2002
                                                                  -----------         ------------
                                                                  (unaudited)

<S>                                                               <C>                 <C>
Current assets:
      Cash and short-term cash investments                         $  10,326           $  13,747
      Accounts receivable, less allowance for losses
           of $7,859 for 2003 and $7,020 for 2002                    117,621             121,482
      Inventories:
           Raw materials                                              38,397              34,313
           Work in process                                            14,771              10,897
           Finished products                                          59,512              56,636
                                                                   ---------           ---------
              Total inventories                                      112,680             101,846
                                                                   ---------           ---------

      Prepaid expenses and other current assets                        4,025               5,576
      Deferred income taxes                                           17,985              17,095
                                                                   ---------           ---------

                 Total current assets                                262,637             259,746
                                                                   ---------           ---------

Plant assets at cost,                                                296,790             290,302
      less accumulated depreciation                                 (167,573)           (157,410)
                                                                   ---------           ---------
                                                                     129,217             132,892
                                                                   ---------           ---------

Goodwill                                                              82,474              81,658
Trademarks                                                            29,476              29,483
Other acquired intangibles, less accumulated amortization             10,609              11,388
Pension assets                                                        21,267              21,771
Other noncurrent assets                                               10,192               9,181
                                                                   ---------           ---------

                                                                   $ 545,872           $ 546,119
                                                                   =========           =========

                     LIABILITIES

Current liabilities:
      Current portion of long-term debt                            $   5,699           $  68,456
      Accounts payable                                                47,316              50,350
      Income taxes                                                     9,556               8,061
      Accrued employee compensation                                   17,740              20,688
      Other accrued liabilities                                       29,988              26,700
                                                                   ---------           ---------

                 Total current liabilities                           110,299             174,255
                                                                   ---------           ---------

Long-term debt, less current portion                                  62,968              22,648
Pension liabilities                                                    9,257               7,823
Deferred income taxes                                                 19,493              19,045
Other long-term liabilities                                            7,125               6,351
Minority interests                                                       669                 536

Contingencies

              SHAREHOLDERS' EQUITY

Capital stock                                                         25,046              24,919
Capital in excess of par value                                        13,595              12,854
Accumulated other comprehensive earnings                              (2,978)             (6,187)
Retained earnings                                                    300,398             283,875
                                                                   ---------           ---------
                                                                     336,061             315,461
                                                                   ---------           ---------

                                                                   $ 545,872           $ 546,119
                                                                   =========           =========
</TABLE>


                See Notes to Consolidated Financial Statements


                                    Page 2
<PAGE>
                                  CLARCOR Inc.
                 CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                  (Dollars in thousands except per share data)
                                  (Unaudited)

                                   ---------

<TABLE>
<CAPTION>
                                                               Quarter Ended                             Six Months Ended
                                                      ---------------------------------         ---------------------------------
                                                         May 31,              June 1,              May 31,              June 1,
                                                          2003                 2002                 2003                 2002
                                                      ------------         ------------         ------------         ------------

<S>                                                   <C>                  <C>                  <C>                  <C>
Net sales                                             $    185,775         $    176,510         $    357,269         $    334,772
Cost of sales                                              129,176              125,210              252,321              238,762
                                                      ------------         ------------         ------------         ------------

    Gross profit                                            56,599               51,300              104,948               96,010

Selling and administrative expenses                         36,061               32,504               68,923               62,808
                                                      ------------         ------------         ------------         ------------

    Operating profit                                        20,538               18,796               36,025               33,202
                                                      ------------         ------------         ------------         ------------

Other income (expense):
   Interest expense                                           (450)              (1,828)                (974)              (3,794)
   Interest income                                              20                   91                  130                  285
   Other, net                                                  469                 (432)                 515                 (536)
                                                      ------------         ------------         ------------         ------------

                                                                39               (2,169)                (329)              (4,045)
                                                      ------------         ------------         ------------         ------------

    Earnings before income taxes
       and minority interests                               20,577               16,627               35,696               29,157

Provision for income taxes                                   7,499                6,017               13,015               10,535
                                                      ------------         ------------         ------------         ------------

    Earnings before minority interests                      13,078               10,610               22,681               18,622

Minority interests in earnings of subsidiaries                 (31)                  (3)                 (38)                 (17)
                                                      ------------         ------------         ------------         ------------

Net earnings                                          $     13,047         $     10,607         $     22,643         $     18,605
                                                      ============         ============         ============         ============

Net earnings per common share:
    Basic                                             $       0.52         $       0.43         $       0.91         $       0.75
                                                      ============         ============         ============         ============
    Diluted                                           $       0.51         $       0.42         $       0.89         $       0.74
                                                      ============         ============         ============         ============

Average number of common shares outstanding:
    Basic                                               25,015,289           24,856,731           24,973,997           24,782,349
                                                      ============         ============         ============         ============
    Diluted                                             25,435,452           25,310,296           25,326,543           25,142,081
                                                      ============         ============         ============         ============

Dividends paid per share                              $     0.1225         $     0.1200         $     0.2450         $     0.2400
                                                      ============         ============         ============         ============
</TABLE>


            See Notes to Consolidated Condensed Financial Statements


                                    Page 3
<PAGE>
                                  CLARCOR Inc.
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                  (Unaudited)

                                    --------

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                              ---------------------------
                                                               May 31,           June 1,
                                                                2003              2002
                                                              ---------         ---------

<S>                                                           <C>               <C>
Cash flows from operating activities:
     Net earnings                                             $  22,643         $  18,605
     Depreciation                                                 9,860            10,067
     Amortization                                                   453               365
     Changes in assets and liabilities                           (2,534)           11,627
     Other, net                                                      45                72
                                                              ---------         ---------

             Net cash provided by operating activities           30,467            40,736
                                                              ---------         ---------

Cash flows from investing activities:
     Additions to plant assets                                   (6,041)           (6,078)
     Business acquisitions, net of cash acquired                     --             3,694
     Other, net                                                      26                (1)
                                                              ---------         ---------

             Net cash used in investing activities               (6,015)           (2,385)
                                                              ---------         ---------

Cash flows from financing activities:
     Proceeds from line of credit                                94,111             9,500
     Payments on line of credit                                (116,083)          (39,500)
     Payments on long-term debt                                    (465)             (219)
     Cash dividends paid                                         (6,120)           (5,937)
     Other, net                                                     440             1,786
                                                              ---------         ---------

             Net cash used in financing activities              (28,117)          (34,370)
                                                              ---------         ---------

Net effect of exchange rate changes on cash                         244                25
                                                              ---------         ---------

Net change in cash and short-term cash investments               (3,421)            4,006

Cash and short-term cash investments,
     beginning of period                                         13,747             7,418
                                                              ---------         ---------

Cash and short-term cash investments,
     end of period                                            $  10,326         $  11,424
                                                              =========         =========


Cash paid during the period for:
     Interest                                                 $     999         $   4,076
                                                              =========         =========
     Income taxes                                             $   9,066         $   1,946
                                                              =========         =========
</TABLE>


           See Notes to Consolidated Condensed Financial Statements


                                    Page 4
<PAGE>
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
-------------------------------------------------------------------------------


1.       CONSOLIDATED FINANCIAL STATEMENTS

         The November 30, 2002 consolidated balance sheet data was derived from
         CLARCOR's year-end audited financial statements, but does not include
         all disclosures required by accounting principles generally accepted
         in the United States of America. Certain information and footnote
         disclosures normally included in financial statements prepared in
         accordance with accounting principles generally accepted in the United
         States of America have been condensed or omitted.

         The consolidated condensed balance sheet as of May 31, 2003, the
         consolidated condensed statements of earnings and the consolidated
         condensed statements of cash flows for the periods ended May 31, 2003,
         and June 1, 2002, have been prepared by the Company without audit. The
         financial statements have been prepared on the same basis as those in
         the Company's November 30, 2002 annual report on Form 10-K. In the
         opinion of management, all adjustments (which include only normal
         recurring adjustments) necessary to present fairly the financial
         position, results of operations, and cash flows have been made. The
         results of operations for the period ended May 31, 2003 are not
         necessarily indicative of the operating results for the full year.
         Certain reclassifications have been made to conform prior years' data
         to the current presentation. These reclassifications had no effect on
         reported earnings.

2.       ACQUISITIONS

         On June 5, 2002, the Company acquired Locker Filtration Limited
         (Locker), a Warrington, England manufacturer of heavy-duty air
         filters, diesel and gas turbine air intake system filters and
         specialty filters. During the fourth quarter 2002, the Company
         acquired Total Filter Technology (TFT), a process liquid filtration
         manufacturer based in North Chelmsford, Massachusetts and
         FilterSource, an air filtration distributor based in California. The
         three acquisitions were purchased for approximately $10,371 in cash
         and their results were included in the Company's consolidated results
         of operations from the dates of acquisition. Locker is included in the
         Engine/Mobile Filtration segment. TFT and FilterSource are included in
         the Industrial/Environmental Filtration segment. An allocation of the
         purchase price has been made to major categories of assets and
         liabilities for each acquisition. The acquisitions are not material to
         the results of the Company. During first quarter 2003, the appraisal
         and other purchase accounting adjustments for TFT and FilterSource
         were finalized resulting in an increase to goodwill of $417, a
         decrease to trademarks of $7, and a decrease to other identifiable
         definite-lived intangibles of $326. No additional purchase accounting
         entries associated with the 2002 acquisitions are expected other than
         entries to finalize deferred income taxes.

         On June 4, 2001, the Company acquired the stock of several filtration
         management companies. As a result of the acquisition, the companies
         were combined into one company, Total Filtration Services, Inc. (TFS),
         and included in the Industrial/Environmental Filtration segment from
         the date of acquisition. The initial purchase price was based on the
         net assets of the businesses acquired as shown on a June 4, 2001
         balance sheet subject to a final adjustment. During first quarter
         2002, the purchase price was finalized resulting in a $3,694 payment
         by the seller to the Company. A decrease to goodwill of $3,954 was
         recorded primarily as a result of the net settlement payment and
         entries associated with deferred income taxes, the valuation of
         inventory acquired, and preacquisition contingencies related to
         contract matters. No additional purchase accounting entries associated
         with the TFS acquisition are expected other than entries to finalize
         deferred income taxes.


                                     Page 5
<PAGE>
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)  Continued
-------------------------------------------------------------------------------


3.       RECENT ACCOUNTING PRONOUNCEMENT

         In November 2002, the Financial Accounting Standards Board issued FASB
         Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure
         Requirements for Guarantees, Including Indirect Guarantees of
         Indebtedness of Others." FIN 45 requires that certain guarantees be
         recognized as liabilities at fair value at their inception date and
         requires certain disclosures by the guarantor in its financial
         statements about its obligations. The Company has reviewed the
         provisions of FIN 45 relating to initial recognition and measurement
         of guarantor liabilities, which are effective for qualifying
         guarantees entered into or modified after December 31, 2002, and does
         not expect it to have a material impact on the Company's financial
         statements. The disclosure requirements which were effective for the
         quarter ended March 1, 2003 are described below.

         The Company has provided letters of credit totaling approximately
         $24,624 to various government agencies, primarily related to
         industrial revenue bonds and to insurance companies and other entities
         in support of its obligations. The Company believes that no payments
         will be required resulting from these accommodation obligations.

         In the ordinary course of business, the Company also provides routine
         indemnifications and other guarantees whose terms range in duration
         and often are not explicitly defined. The Company does not believe
         these will have a material impact on the results of operations or
         financial condition of the Company.

         The Company has certain majority ownership interests in a consolidated
         affiliate in which the Company has agreed, under certain conditions,
         to buy out the minority owners' interest for an amount estimated to be
         less than $500.

         Warranties are recorded as a liability on the balance sheet and as
         charges to current expense for estimated normal warranty costs and, if
         applicable, for specific performance issues known to exist on products
         already sold. The expenses estimated to be incurred are provided at
         the time of sale and adjusted as needed, based primarily upon
         experience.

         Changes in the Company's warranty accrual during the six months ended
         May 31, 2003 are as follows:

<TABLE>
                <S>                                                                       <C>
                Balance at November 30, 2002                                              $1,873
                   Accruals for warranties issued during the period                          282
                   Accruals related to pre-existing warranties                                69
                   Settlements made during the period                                       (189)
                   Other adjustments, including currency translation                         (11)
                                                                                          ------
                Balance at May 31, 2003, included in other current liabilities            $2,024
                                                                                          ======
</TABLE>


                                     Page 6
<PAGE>


CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)  Continued
-------------------------------------------------------------------------------


4.       GOODWILL AND INTANGIBLES

         The following table summarizes the activity for acquired intangibles
         by reporting unit for the six months ended May 31, 2003. The
         acquisitions are discussed in Note 2.

<TABLE>
<CAPTION>
                                                                                2003
                                             ---------------------------------------------------------------------------
                                                                              Currency
                                             Beginning                       Translation                        End of
                                              of Year       Acquisitions     Adjustments      Amortization      Quarter
                                             ---------      ------------     -----------      ------------      --------

<S>                                          <C>            <C>              <C>              <C>               <C>
Goodwill:
  Engine/Mobile Filtration                   $ 11,528         $     --         $    401         $     --        $ 11,929
  Industrial/Environmental Filtration          70,130              417               (2)              --          70,545
  Packaging                                        --               --               --               --              --
                                             --------         --------         --------         --------        --------
                                             $ 81,658         $    417         $    399         $     --        $ 82,474
                                             ========         ========         ========         ========        ========
Trademarks:
  Engine/Mobile Filtration                   $    603         $     --         $     --         $     --        $    603
  Industrial/Environmental Filtration          28,880               (7)              --               --          28,873
  Packaging                                        --               --               --               --              --
                                             --------         --------         --------         --------        --------
                                             $ 29,483         $     (7)        $     --         $     --        $ 29,476
                                             ========         ========         ========         ========        ========
Other acquired intangibles, gross:
  Engine/Mobile Filtration                   $  1,040         $     --         $     --         $     --        $  1,040
  Industrial/Environmental Filtration          13,430             (326)              --               --          13,104
  Packaging                                        --               --               --               --              --
                                             --------         --------         --------         --------        --------
                                               14,470             (326)              --               --          14,144
    Less accumulated amortization               3,082               --               --              453           3,535
                                             --------         --------         --------         --------        --------
Other acquired intangibles, net              $ 11,388         $   (326)        $     --         $    453        $ 10,609
                                             ========         ========         ========         ========        ========
</TABLE>

         Amortization expense is estimated to be $900 in 2003, $781 in 2004,
         $777 in 2005, $752 in 2006, and $739 in 2007.

5.       CREDIT AGREEMENT

         In April 2003, the Company entered into a five-year multicurrency
         revolving credit agreement with a group of participating financial
         institutions under which it may borrow up to $165,000. This credit
         facility replaced a $185,000 agreement that was to expire in September
         2003. The replacement agreement provides that loans may be made under
         a selection of currencies and rate formulas. The interest rate is
         based upon either a defined Base Rate or the London Interbank Offered
         Rate (LIBOR) plus or minus applicable margins. Facility fees and other
         fees on the entire loan commitment are payable for the duration of
         this facility. At May 31, 2003, $40,680 was outstanding under this
         agreement and the average interest rate during the quarter was 1.81%.

         Borrowings under the credit facility are unsecured but are guaranteed
         by subsidiaries of the Company. The agreement related to this
         borrowing includes certain restrictive covenants that include
         maintaining minimum consolidated net worth, limiting new borrowings,
         maintaining a minimum interest coverage and restricting certain
         changes in ownership. This agreement also includes a $40,000 letter of
         credit line subline, against which $14,950 in letters of credit had
         been issued at May 31, 2003. The Company is in compliance with all
         covenants related to debt agreements.


                                    Page 7
<PAGE>
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)  Continued
-------------------------------------------------------------------------------


6.       STOCK-BASED COMPENSATION

         In accordance with Statement of Financial Accounting Standards (SFAS)
         No. 123, "Accounting for Stock-Based Compensation," the Company
         accounts for stock-based compensation using the intrinsic value method
         as prescribed under Accounting Principles Board Opinion No. 25,
         "Accounting for Stock Issued to Employees," and related
         Interpretations and provides the disclosure-only provisions of SFAS
         No. 123. In December 2002, the Financial Accounting Standards Board
         issued SFAS No. 148, "Accounting for Stock-Based Compensation -
         Transition and Disclosure," which amends SFAS No. 123, providing
         alternative methods of accounting and requiring more prominent and
         frequent disclosures of the effects of stock-based compensation under
         the fair value-based method. The Company has adopted the interim
         disclosure provisions effective for the interim period ending May 31,
         2003.

         If the Company had determined compensation expense for its stock-based
         compensation plans based on the fair value at the grant dates
         consistent with the method of SFAS No. 123 and SFAS No. 148, the
         Company's pro forma net earnings and basic and diluted earnings per
         share (EPS) would have been as follows:

<TABLE>
<CAPTION>
                                                      Quarter Ended                      Six Months Ended
                                               ----------------------------        ----------------------------
                                                May 31,           June 1,           May 31,           June 1,
                                                 2003               2002             2003               2002
                                               ----------        ----------        ----------        ----------

<S>                                            <C>               <C>               <C>               <C>
Net earnings, as reported                      $   13,047        $   10,607        $   22,643        $   18,605
  Less total stock-based compensation
  expense under the fair value-based
  method, net of tax                                1,100               543             1,501               852
                                               ----------        ----------        ----------        ----------
Pro forma net earnings                         $   11,947        $   10,064        $   21,142        $   17,753
                                               ==========        ==========        ==========        ==========

Basic EPS, as reported                         $     0.52        $     0.43        $     0.91        $     0.75
Pro forma basic EPS                            $     0.48        $     0.40        $     0.85        $     0.72

Diluted EPS, as reported                       $     0.51        $     0.42        $     0.89        $     0.74
Pro forma diluted EPS                          $     0.47        $     0.40        $     0.83        $     0.71
</TABLE>

         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option pricing model with the following
         weighted average assumptions for the quarter and six months ended May
         31, 2003 and June 1, 2002, respectively. Adjustments for forfeitures
         are made as they occur.

<TABLE>
<CAPTION>
                                         Quarter Ended              Six Months Ended
                                      ---------------------       ---------------------
                                      May 31,       June 1,       May 31,       June 1,
                                       2003          2002          2003          2002
                                      -------       -------       -------       -------

<S>                                   <C>           <C>           <C>           <C>
Risk-free interest rate                 3.87%         4.70%         3.87%         4.70%
Expected dividend yield                 1.58%         1.91%         1.58%         1.91%
Expected volatility factor             24.60%        25.50%        24.60%        25.50%
Expected option term (in years)          7.0           7.0           7.0           7.0
</TABLE>


                                     Page 8
<PAGE>
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)  Continued
-------------------------------------------------------------------------------


7.       EARNINGS PER SHARE

         The Company calculates earnings per share according to Statement of
         Financial Accounting Standards No. 128, "Earnings per Share." Diluted
         earnings per share reflects the impact of outstanding stock options
         and restricted stock as if exercised during the periods presented
         using the treasury stock method.

         The following table provides a reconciliation of the numerators and
         denominators utilized in the calculation of basic and diluted earnings
         per share:

<TABLE>
<CAPTION>
                                                        Quarter Ended                       Six Months Ended
                                                ------------------------------        ------------------------------
                                                  May 31,            June 1,            May 31,            June 1,
                                                   2003               2002               2003               2002
                                                -----------        -----------        -----------        -----------

<S>                                             <C>                <C>                <C>                <C>
Net Earnings                                    $    13,047        $    10,607        $    22,643        $    18,605
Basic EPS:
   Weighted average number of common
   shares outstanding                            25,015,289         24,856,731         24,973,997         24,782,349
      Basic per share amount                    $      0.52        $      0.43        $      0.91        $      0.75
                                                ===========        ===========        ===========        ===========

Diluted EPS:
   Weighted average number of common
      shares outstanding                         25,015,289         24,856,731         24,973,997         24,782,349
   Dilutive effect of stock options                 420,163            453,565            352,546            359,732
                                                -----------        -----------        -----------        -----------
      Diluted weighted average number of
        common shares outstanding                25,435,452         25,310,296         25,326,543         25,142,081
      Diluted per share amount                  $      0.51        $      0.42        $      0.89        $      0.74
                                                ===========        ===========        ===========        ===========
</TABLE>

         The following options were not included in the computation of diluted
         earnings per share as the options' exercise prices were greater than
         the average market price of the common shares during the respective
         quarter:

<TABLE>
<CAPTION>
                                             Quarter Ended                       Six Months Ended
                                       -------------------------           --------------------------
                                       May 31,           June 1,            May 31,           June 1,
                                        2003              2002               2003              2002
                                       -------           -------           --------           -------

<S>                                    <C>               <C>               <C>                <C>
Options                                 77,398            41,366            189,906            41,366

Weighted Average Exercise Price        $ 36.38           $ 31.97           $  35.68           $ 31.97
</TABLE>

         For the six months ended May 31, 2003, exercises of stock options
         added $226 to capital in excess of par value.


                                     Page 9
<PAGE>
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)  Continued
-------------------------------------------------------------------------------


8.       COMPREHENSIVE EARNINGS

         The Company's total comprehensive earnings and its components are as
         follows:

<TABLE>
<CAPTION>
                                                          Quarter Ended                Six Months Ended
                                                      ----------------------        ----------------------
                                                      May 31,        June 1,        May 31,        June 1,
                                                       2003           2002           2003           2002
                                                      -------        -------        -------        -------

<S>                                                   <C>            <C>            <C>            <C>
Net earnings                                          $13,047        $10,607        $22,643        $18,605
Other comprehensive earnings, net of tax:
    Cash flow hedges:
      Unrealized gain on derivative instrument             --            479             --            828
    Foreign currency translation adjustments            1,754          1,520          3,209            546
                                                      -------        -------        -------        -------
Total comprehensive earnings                          $14,801        $12,606        $25,852        $19,979
                                                      =======        =======        =======        =======
</TABLE>

9.       CONTINGENCIES

         The Company is involved in legal actions arising in the normal course
         of business. Additionally, the Company is party to various proceedings
         relating to environmental issues. The U.S. Environmental Protection
         Agency (EPA) and/or other responsible state agencies have designated
         the Company as a potentially responsible party (PRP), along with other
         companies, in remedial activities for the cleanup of waste sites under
         the federal Superfund statute.

         Although it is not certain what future environmental claims, if any,
         may be asserted, the Company currently believes that its potential
         liability for known environmental matters does not exceed its present
         accrual of $50. However, environmental and related remediation costs
         are difficult to quantify for a number of reasons, including the
         number of parties involved, the difficulty in determining the extent
         of the contamination, the length of time remediation may require, the
         complexity of the environmental regulation and the continuing
         advancement of remediation technology. Applicable federal law may
         impose joint and several liability on each PRP for the cleanup.

         It is the opinion of management, after consultation with legal counsel
         that additional liabilities, if any, resulting from these legal or
         environmental issues, are not expected to have a material adverse
         effect on the Company's financial condition or consolidated results of
         operations.

10.      SEGMENT DATA

         The Company operates in three principal product segments:
         Engine/Mobile Filtration, Industrial/Environmental Filtration, and
         Packaging. The segment data for the quarter and six months ended May
         31, 2003 and June 1, 2002, respectively, are shown below. Net sales
         represent sales to unaffiliated customers as reported in the
         consolidated condensed statements of earnings. Intersegment sales were
         not material.


                                    Page 10
<PAGE>
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)  Continued
-------------------------------------------------------------------------------


10.      SEGMENT DATA, Continued

<TABLE>
<CAPTION>
                                                                    Quarter Ended                       Six Months Ended
                                                             ---------------------------         --------------------------
                                                              May 31,           June 1,           May 31,           June 1,
                                                               2003              2002              2003               2002
                                                             ---------         ---------         ---------        ---------

<S>                                                          <C>               <C>               <C>              <C>
Net sales:
     Engine/Mobile Filtration                                $  73,066         $  64,760         $ 139,842        $ 122,599
     Industrial/Environmental Filtration                        95,852            94,377           186,221          180,327
     Packaging                                                  16,857            17,373            31,206           31,846
                                                             ---------         ---------         ---------        ---------
                                                             $ 185,775         $ 176,510         $ 357,269        $ 334,772
                                                             =========         =========         =========        =========

Operating profit:
     Engine/Mobile Filtration                                $  14,253         $  13,169         $  26,939        $  24,427
     Industrial/Environmental Filtration                         5,417             4,672             7,790            7,202
     Packaging                                                     868               955             1,296            1,573
                                                             ---------         ---------         ---------        ---------
                                                                20,538            18,796            36,025           33,202
Other income (expense)                                              39            (2,169)             (329)          (4,045)
                                                             ---------         ---------         ---------        ---------
Earnings before income taxes and
      minority earnings                                      $  20,577         $  16,627         $  35,696        $  29,157
                                                             =========         =========         =========        =========

Identifiable assets:
     Engine/Mobile Filtration                                                                    $ 150,162        $ 143,060
     Industrial/Environmental Filtration                                                           301,314          298,570
     Packaging                                                                                      43,161           43,885
     Corporate                                                                                      51,235           41,641
                                                                                                 ---------        ---------
                                                                                                 $ 545,872        $ 527,156
                                                                                                 =========        =========
</TABLE>


                                    Page 11
<PAGE>
Part I - Item 2


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS: SECOND QUARTER OF 2003 COMPARED WITH SECOND QUARTER OF
2002.

CLARCOR reported increased sales, operating profit and net earnings for the
2003 second quarter compared to the same quarter in 2002. Included in the 2003
quarter are the results from Locker Filtration (Locker), which the Company
acquired at the beginning of the third quarter 2002. Locker added approximately
$4,700,000 in Engine/Mobile Filtration segment sales for the 2003 quarter and
reduced diluted earnings per share by approximately $0.01.

Net sales of $185,775,000 increased 5.2% from $176,510,000 reported for the
second quarter of 2002. Compared to last year's second quarter, approximately
three points of the increase resulted from Locker for the 2003 quarter and the
impact of favorable currency translation rates.

The Engine/Mobile Filtration segment reported increased sales of 12.8% to
$73,066,000 from $64,760,000 in 2002. Sales increased approximately seven
points due to sales from Locker for the 2003 quarter and six points due
primarily from sales growth in the heavy-duty and railroad filter markets. Of
the six points in sales growth for the quarter, selective price changes
accounted for less than two points of the change in sales and favorable
currency translation due to the weaker U.S. dollar resulted in less than one
point of the change.

The Company's Industrial/Environmental Filtration segment recorded a 1.6%
overall increase in sales to $95,852,000 for the 2003 second quarter. The sales
increase was partially due to increased demand domestically and internationally
for filters sold for aviation and oil drilling applications. A weakness in
filters and filtration equipment sold into capital goods markets and for
automotive manufacturing applications continued during the quarter. HVAC filter
sales, for both residential and commercial markets, were lower than planned,
but sales are expected to improve as the year progresses. Less than one point
of the sales increase was related to favorable currency translation during the
2003 quarter.

The Packaging segment reported sales of $16,857,000 compared to $17,373,000 in
2002, a decrease of 3%. This decrease resulted primarily from lower sales of
plastic products. Sales of metal products increased approximately 9% in the
quarter as a result of the segment's focus on recurring metal lithography
business.

Operating profit for second quarter 2003 was $20,538,000 compared to
$18,796,000 in 2002, a 9.3% increase. This increase came from improved
operating profit from both filtration segments partially offset by slightly
lower packaging segment profits. The overall improvement resulted primarily
from increased sales levels that more than offset cost increases for pensions,
health care, incentive plans and insurance in the quarter. Operating margin
improved to 11.1% compared to 10.6% reported in the prior year. The margin
improvement resulted primarily from cost reduction programs and productivity
improvement plans that continue to be implemented throughout each of the
business segments.

The Engine/Mobile Filtration segment recorded an increase in operating profit
of 8.2% compared to the 2002 second quarter. This increase resulted primarily
from sales growth and productivity improvements. The segment's operating margin
was 19.5% compared to 20.3% recorded in the


                                    Page 12
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


second quarter of 2002. The segment's 2003 operating margin was reduced by
approximately one point due to lower margins from Locker.

The Industrial/Environmental Filtration segment reported operating profit of
$5,417,000 in 2003 compared to $4,672,000 in 2002. This increase resulted
primarily from higher sales during the quarter of filters used in aviation and
oil drilling applications. This increase in profits more than offset a
reduction in profit resulting from low sales levels of filtration systems and
filters used in automotive manufacturing. In addition, costs were incurred
during the 2003 quarter related to rationalizing product lines and reorganizing
certain distribution and manufacturing facilities that are expected to improve
margins in future periods. Cost increases related to pensions, health care,
incentive plans and insurance also negatively impacted operating profit for the
2003 quarter. The segment's operating margin was 5.7% compared to 5.0% in the
second quarter of 2002.

The Packaging segment's operating profit in the 2003 quarter was $868,000
compared to $955,000 in 2002. The decrease resulted primarily from reduced
plastic product sales and reduced utilization of facilities related to plastic
packaging products in the 2003 quarter. The segment also incurred higher costs
for employee benefit programs and insurance. The segment's operating margin was
5.1% compared to 5.5% in the second quarter of 2002.

Net other income for the quarter of $39,000 was a significant improvement over
net other expense of $2,169,000 reported for the 2002 quarter. The improvement
primarily resulted from reduced interest expense due to reduced interest rates
and significantly lower debt balances during the 2003 quarter. In addition,
currency exchange gains of $568,000 were recorded in the 2003 quarter resulting
primarily from changes in currency rates.

Earnings before income taxes and minority interests for the second quarter of
2003 totaled $20,577,000, compared to $16,627,000 in the comparable quarter
last year. The provision for income taxes in 2003 was $7,499,000 compared to
$6,017,000 in 2002. The effective tax rate was 36.4% in 2003 and 36.2% in 2002.

Net earnings in the second quarter of the current year were $13,047,000, or
$0.51 per share on a diluted basis. Net earnings in the second quarter of 2002
were $10,607,000, or $0.42 per share on a diluted basis. Diluted average shares
outstanding were 25,435,452 at the end of the second quarter of 2003, an
increase of 0.5% from the average of 25,310,296 for the 2002 quarter.

SIX MONTHS OF 2003 COMPARED TO SIX MONTHS OF 2002.

Net sales increased to $357,269,000 from $334,772,000 in 2002, a 6.7% increase.
The sales increase includes approximately $8,800,000 recorded in the 2003
six-month period from the Locker acquisition. Sales increases were recorded in
both of the filtration segments that more than offset a slight decrease in
packaging sales. Approximately one point of the increase in sales is due to
favorable currency exchange rates.

The Engine/Mobile Filtration segment reported sales of $139,842,000 in the 2003
period compared to $122,599,000 in the 2002 six-month period. The sales
increase was primarily from Locker and heavy-duty filter sales growth. The
heavy-duty sales growth resulted from new sales and marketing initiatives begun
early in 2002 focusing on market penetration programs designed to add new
distribution and strengthen current distribution of heavy duty filters.
Selective price changes and favorable currency exchange rates accounted for
approximately three points of the sales increase.


                                    Page 13
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


The Industrial/Environmental Filtration segment reported sales of $186,221,000,
a 3.3% increase over 2002 six-month sales of $180,327,000. This increase
resulted primarily from strong first quarter sales of HVAC filters and
increased sales of filters used in aviation and oil drilling applications
offset partially by reduced sales of air quality equipment. Less than one point
of the overall sales increase was related to favorable currency translation
during the 2003 six-month period.

Packaging segment sales of $31,206,000 were 2.0% lower than sales in the 2002
six-month period. The reduction was primarily due to lower sales of plastic
packaging closures as sales of metal packaging products were higher for the
six-month period.

Operating profit for the 2003 six-month period totaled $36,025,000 compared to
$33,202,000 in 2002, an increase of 8.5%. The improvement in operating profit
resulted from sales growth and productivity improvements that more than offset
cost increases for pensions, health care, employee incentive plans and
insurance. Cost reduction programs and productivity improvement plans continue
to be implemented throughout each of the business segments.

The Engine/Mobile Filtration segment reported operating profit of $26,939,000
for the six-month period, a 10.3% increase over the 2002 period. The
improvement in operating profit resulted primarily from sales growth and
productivity improvements that offset higher costs for insurance and employee
benefit programs. Favorable currency translation fluctuations increased
operating profit approximately $200,000. The segment's operating margin was
19.3% compared to 19.9% reported for the 2002 six-month period. The segment's
operating margin in 2003 was reduced by approximately one point due to Locker.

The Industrial/Environmental Filtration segment reported operating profit of
$7,790,000 compared to $7,202,000 for the 2002 six-month period. This increase
of 8.2% resulted from sales growth and cost reduction and productivity
improvement programs that more than offset increased costs for employee benefit
programs and insurance. Costs continue to be incurred for product line
rationalization and the reorganization of distribution and manufacturing
facilities. These efforts are expected to improve margins in future periods as
a result of greater production efficiencies and the reduction of duplicative
costs.

The Packaging segment reported operating profit of $1,296,000 for the 2003
six-month period compared to $1,573,000 in the 2002 period. The decrease
resulted primarily from reduced plastic product sales and reduced utilization
of facilities related to plastic packaging products in the 2003 period. The
segment also incurred increased costs for employee benefit programs and
insurance.

Net other expense for the six-month 2003 period totaled $329,000 compared to
$4,045,000 for 2002. The reduction was primarily related to reduced interest
expense as a result of significantly reduced interest rates and debt balances.
In addition, due to fluctuations in currency exchange rates, currency gains
related to transactions denominated in currencies other than U.S. dollars were
recorded in the 2003 period compared to losses in 2002.

Earnings before income taxes and minority interests for the 2003 six-month
period totaled $35,696,000, compared to $29,157,000 in the prior year period.
The provision for income taxes in 2003 was $13,015,000 compared to $10,535,000
in 2002. The effective rate was 36.5% in 2003 and 36.1% in 2002. The Company
expects the effective tax rate for fiscal 2003 will be approximately 36.5%.


                                    Page 14
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


Net earnings in the 2003 six-month period were $22,643,000, or $0.89 per share
on a diluted basis. Net earnings in the 2002 six-month period were $18,605,000,
or $0.74 per share on a diluted basis. Diluted average shares outstanding were
25,326,543 for the 2003 period and 25,142,081 for the 2002 six-month period.
The increase of 0.7% is primarily due to grants of stock-based incentives.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities totaled $30,467,000 for the 2003
six-month period compared to $40,736,000 in 2002. The reduction was due to an
increased investment in net assets of $2,534,000 compared to a reduction of
$11,627,000 in net assets in the 2002 period. The most significant change in
working capital investment between the two periods relates to $10,834,000 for
increased inventories in 2003 as a result of expected sales levels for the
remainder of 2003. In 2003, cash flows for investing activities totaled
$6,015,000 and was primarily for additions to plant assets. Cash flows from
investing activities in the 2002 six-month period included $3,694,000 received
from the sellers of a business purchased by CLARCOR in settlement of
adjustments required by the purchase agreement. In the 2002 quarter, $6,078,000
was used for additions to plant assets. Cash flows used in financing activities
of $28,117,000 in 2003 included net repayments on debt agreements of
$22,437,000 and dividend payments of $6,120,000. Included in the net repayments
on debt in 2003 was the final repayment on a credit facility that was to expire
in September 2003 and the proceeds related to a $165,000,000 replacement
facility as described in Note 5 to the consolidated condensed financial
statements. Cash flows used in financing activities were $34,370,000 in 2002
and included net repayments on debt agreements of $30,219,000 and dividend
payments of $5,937,000.

CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, pay dividends, fund
planned capital expenditures, and provide for interest payments and required
principal payments related to the Company's debt agreements. As mentioned
earlier, a $165,000,000 replacement credit facility with a group of financial
institutions was finalized during the second quarter of 2003. At the end of the
second quarter of 2003, $40,680,000 was the outstanding balance against this
multicurrency revolving credit facility with $14,950,000 outstanding for
letters of credit. At the end of the second quarter of 2003, $109,370,000
remained available to the Company for future borrowings under this agreement
which expires in April 2008. Although no payments are required on the
replacement credit facility, the Company expects to continue to use excess cash
in fiscal 2003 to further reduce outstanding borrowings. Principal payments on
other long-term debt will be approximately $5,600,000 in fiscal 2003. The
Company is in compliance with all covenants related to debt agreements. Capital
expenditures in fiscal year 2003 are expected to be approximately $18,000,000
to $21,000,000 compared to a total of $12,204,000 in 2002. The 2003
expenditures will be used primarily for normal facility improvements,
productivity improvements, health and safety measures, and to support new
products.

Off-Balance Sheet Arrangements - The Company's off-balance sheet arrangements
relate to various operating leases. Commitments for noncancelable leases in
2003 total approximately $8,500,000. The Company had no derivative, swap, hedge
or special purpose entity agreements at the end of the 2003 second quarter.

While changes in customer demand for the Company's products will affect
operating cash flow, the Company is not aware of any known trends, demands or
reasonably likely events, which would materially affect cash flow from
operations in the future. It is possible that business acquisitions or


                                    Page 15
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


dispositions could be made in the future that may affect operating cash flows
and may require changes in the Company's debt and capitalization.

The Company's financial position at the end of the second quarter reflected
reduced cash as a result of payments made on outstanding debt agreements. Cash
and short-term investments totaled $10,326,000 at the end of the quarter, a
reduction from $13,747,000 at year-end 2002. At the end of the second quarter
2003 compared to year-end 2002, accounts receivable were reduced by $3,861,000
primarily due to lower sales in the second quarter of 2003 compared to the
fourth quarter of 2002. Inventories increased $10,834,000 from the year-end
level due to inventory requirements for increased shipments expected for the
remainder of 2003. The changes in accounts receivable and inventories at the
end of the second quarter were consistent with expected seasonality
requirements and changes in business activity levels between fiscal quarters.
Current liabilities of $110,299,000 do not include the $40,680,000 outstanding
balance on the replacement revolving credit agreement that was finalized in the
second quarter of 2003. The year-end 2002 current liabilities totaled
$174,255,000 and included $62,833,000 for the previous revolving credit
agreement that was to expire in September 2003. The current ratio at the end of
the second quarter was 2.4 compared to 1.5 at the end of fiscal 2002. During
the six-month period of 2003, $22,437,000 was repaid on debt agreements that
reduced total debt to $68,667,000 from $91,104,000 at year-end 2002. The ratio
of total debt to total capitalization (debt plus shareholders' equity) was
17.0% at the end of the 2003 second quarter compared to the year-end 2002 level
of 22.4%. At the end of the second quarter 2003, CLARCOR had 25,045,892 shares
of common stock outstanding.

OTHER MATTERS

Market Risk

The Company's interest expense on long-term debt is sensitive to changes in
interest rates. In addition, changes in foreign currency exchange rates may
affect assets, liabilities and commitments that are to be settled in cash and
are denominated in foreign currencies. Market risks are also discussed in the
Company's Annual Report and Form 10-K for the year ended November 30, 2002 (the
"Annual Report") in the Financial Review on page 10. The replacement credit
facility as described above and in Note 5 to the consolidated condensed
financial statements did not have a material impact on the amounts provided in
the Company's Annual Report and Form 10-K related to changes in interest rates.

Critical Accounting Policies

The Company's accounting policies, including the assumptions and judgments
underlying them, are disclosed in the Company's Annual Report in the Financial
Review on pages 10-11 and in the Notes to the Consolidated Financial Statements
on pages 16-24 and in the Notes to the consolidated condensed financial
statements included herein. These policies have been consistently applied in
all material respects and address such matters as revenue recognition,
depreciation methods, inventory valuation, asset impairment recognition,
business combination accounting and pension and postretirement benefits. While
the estimates and judgments associated with the application of these policies
may be affected by different assumptions or conditions, the Company believes
the estimates and judgments associated with the reported amounts are
appropriate in the circumstances.



                                    Page 16
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) recently issued Statement of
Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations," SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," and SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities." These standards will be applied as appropriate
for the Company beginning in fiscal 2003 and they are not expected to have a
material impact on the Company's results of operations or financial condition.

In November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." The interpretation requires disclosure
in periodic financial statements of certain guarantee arrangements. The
implementation of this interpretation requires certain disclosures regarding
guarantees of the indebtedness of others as provided in Note 3 to the
consolidated condensed financial statements. The requirements of FIN 45 did not
have a significant impact on the Company's results of operations or financial
condition.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation and amends certain
requirements of SFAS No. 123. The transition provisions are effective for the
Company in fiscal 2003 and the disclosure requirements were effective for the
Company beginning with its second quarter 2003 consolidated financial
statements. The Company currently plans to continue to apply the intrinsic
value method to account for stock-based employee compensation. Diluted earnings
per share would have been reduced by approximately $0.06 for the six-month 2003
period based on the fair value calculation as described in Note 6 in the
consolidated condensed financial statements.

Outlook

As a result of anticipated overall sales growth for the Company combined with
continued cost control efforts for the remainder of the year, it is expected
that diluted earnings per share for 2003 will be in the $1.97 to $2.05 range.
Even though the Company's revenues tend to be stable in difficult economic
times, an economic recession or domestic or international conflicts would
likely impact the Company's business activities and results of operations. The
Total Filtration Program continues to be a major strategic initiative for the
Company. In addition, several organizational initiatives continue that are
expected to reduce duplicative costs within the Industrial/Environmental
Filtration segment. Although some additional costs may be incurred during the
remainder of 2003 and in 2004, improved margins for the
Industrial/Environmental segment are expected as result of greater production
efficiencies and lower operating costs.

Continued emphasis on cost reductions within each business unit is expected to
offset cost increases for employee benefit programs and insurance. Due to
reduced pension asset valuations and lower discount and asset return rates,
pension expense is expected to increase by approximately $2,000,000 in fiscal
2003 from 2002. Costs for energy, property and liability insurance and pensions
are particularly impacted by economic conditions and by interest rates, stock
market valuations and reinsurance availability. These costs for the Company may
change significantly based on future changes in the U.S. and world economies.
Capital investments will continue to be made in each segment's facilities to
improve productivity and to support the Total Filtration Program and new
products. While the Company fully anticipates that sales and profits will


                                    Page 17
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


improve as a result of sales initiatives and cost reductions, the Company has
developed contingency plans to reduce discretionary spending if recessionary
economic conditions persist. CLARCOR continues to assess acquisition
opportunities, primarily in related filtration businesses. It is expected that
these acquisitions would expand the Company's market base, distribution
coverage and product offerings.

FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY

Certain statements quoted in the body of this report, and statements in the
"Outlook" section of this report are forward-looking. These statements involve
risk and uncertainty. Actual future results and trends may differ materially
depending on a variety of factors including: the volume and timing of orders
received during the period; the mix of changes in distribution channels through
which the Company's products are sold; the success of the Company's Total
Filtration Program; the timing and acceptance of new products and product
enhancements by the Company or its competitors; changes in pricing, labor
availability and related costs, product life cycles, raw material costs,
insurance, pension, energy costs, and purchasing patterns of distributors and
customers; competitive conditions in the industry; business cycles affecting
the markets in which the Company's products are sold; the effectiveness of
plant conversions, plant expansions and productivity improvement programs; the
management of both growth and acquisitions; the fluctuation in interest rates,
primarily LIBOR, which affect the cost of borrowing under its revolving credit
facility; the fluctuation in foreign and U.S. currency exchange rates;
extraordinary events such as litigation, acquisitions or divestitures including
related charges; market disruptions caused by domestic or international
conflicts; and economic conditions generally or in various geographic areas.
All of the foregoing matters are difficult to forecast. The future results of
the Company may fluctuate as a result of these and the other risk factors
detailed from time to time in the Company's Securities and Exchange Commission
reports.

Due to the foregoing items it is possible that in some future quarters the
Company's operating results will be below the expectation of some stock market
analysts and investors. In such event, the price of CLARCOR common stock could
be materially adversely affected.


                                    Page 18
<PAGE>
Part I - Item 3. Quantitative and Qualitative Disclosure About Market Risk.

         The information required hereunder is set forth on Page 13 of the
         Quarterly Report under the captions "Management's Discussion and
         Analysis - Other Matters - Market Risk."

Part I - Item 4. Controls and Procedures.

         The Company has established disclosure controls and procedures which
         are designed to ensure that information required to be disclosed in
         reports filed or submitted under the Securities Exchange Act of 1934
         are recorded, processed, summarized, and reported within the time
         periods specified in the Securities and Exchange Commission's rules
         and forms. Norman E. Johnson, Chairman of the Board, President, and
         Chief Executive Officer and Bruce A. Klein, Vice President - Finance
         and Chief Financial Officer, evaluated the effectiveness of the
         Company's disclosure controls and procedures as of May 31, 2003. Based
         on their evaluation, they concluded that the Company's disclosure
         controls and procedures were effective in achieving the objectives for
         which they were designed. Since their evaluation, there have been no
         significant changes in the Company's internal controls or in other
         factors that could significantly affect these controls, including any
         corrective actions with regard to significant deficient and material
         weaknesses.


                                    Page 19
<PAGE>
Part II - Other Information

Item 6   Exhibits and Reports on Form 8K

a.       Exhibit 4

                Credit Agreement

b.       Exhibit 99

                  Certifications Pursuant to Section 1350 of Chapter 63 of
                  Title 18 of the United States Code

c.       The Company filed two Forms 8-K during the second quarter ended May
         31, 2003 announcing the election by the Board of a new director to the
         Company's Board of Directors and declaration of a dividend and filing
         the press release dated March 24, 2003 disclosing the first quarter's
         financial results.


                                    Page 20
<PAGE>
                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  CLARCOR INC.
                                  (Registrant)


June 27, 2003                           By         /s/ Bruce A. Klein
-------------                             -------------------------------------
   (Date)                                    Bruce A. Klein, Vice President -
                                           Finance and Chief Financial Officer


                                    Page 21
<PAGE>
                                 CERTIFICATIONS


I, Norman E. Johnson, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of CLARCOR Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)       designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)       presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)       all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)       any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.       The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: June 27, 2003

                                                   /s/ Norman E. Johnson
                                           ------------------------------------
                                                    Norman E. Johnson
                                           Chairman of the Board, President and
                                                  Chief Executive Officer


                                    Page 22
<PAGE>
                                 CERTIFICATIONS


I, Bruce A. Klein, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of CLARCOR Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.       The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)       designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)       presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)       all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)       any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.       The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: June 27, 2003

                                                       /s/ Bruce A. Klein
                                                   ----------------------------
                                                          Bruce A. Klein
                                                   Vice President - Finance and
                                                      Chief Financial Officer


                                    Page 23
<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                                                    Page No.

<S>                                                                                                 <C>
Exhibit 4
    Credit Agreement, dated as of April 8, 2003                                                         i

Exhibit 99
    Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the
    United States Code of:

    99.1     Norman E. Johnson                                                                         ii
    99.2     Bruce A. Klein                                                                            iii
</TABLE>


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