<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 29, 2004
                                   __________


                       REGISTRANT: CLARCOR Inc. (Delaware)
                                   __________

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

      [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES
         EXCHANGE ACT OF 1934

                   For the quarterly period ended May 29, 2004

                                       OR

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

               For the transition period from _______ to ________

                         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.

                      25,424,542 common shares outstanding
                      ------------------------------------

                                     Page 1

<PAGE>

Part I - Item 1

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

<TABLE>
<CAPTION>
                                                             May 29,    November 30,
                                                               2004         2003
                                                            ---------   -----------
                                                           (unaudited)
<S>                                                         <C>         <C>
                        ASSETS
Current assets:
      Cash and short-term cash investments                  $  23,516   $     8,348
      Accounts receivable, less allowance for losses
          of $9,217 for 2004 and $9,106 for 2003              127,815       127,546
      Inventories:
          Raw materials                                        37,365        34,174
          Work in process                                      13,598        11,866
          Finished products                                    57,539        53,633
                                                            ---------   -----------
             Total inventories                                108,502        99,673
                                                            ---------   -----------
      Prepaid expenses and other current assets                 4,150         5,880
      Deferred income taxes                                    16,297        15,955
                                                            ---------   -----------
                 Total current assets                         280,280       257,402
                                                            ---------   -----------
Plant assets at cost,                                         312,801       304,892
      less accumulated depreciation                          (183,662)     (175,320)
                                                            ---------   -----------
                                                              129,139       129,572
                                                            ---------   -----------
Goodwill                                                       85,389        82,720
Trademarks                                                     29,476        29,476
Other acquired intangibles, less accumulated amortization       9,887        10,155
Pension assets                                                 20,732        20,153
Other noncurrent assets                                         7,827         8,759
                                                            ---------   -----------
                                                            $ 562,730   $   538,237
                                                            =========   ===========
                       LIABILITIES
Current liabilities:
      Current portion of long-term debt                     $     518   $       674
      Accounts payable                                         50,939        49,256
      Income taxes                                              7,586         8,377
      Accrued employee compensation                            18,540        23,400
      Other accrued liabilities                                33,914        29,666
                                                            ---------   -----------
                 Total current liabilities                    111,497       111,373
                                                            ---------   -----------
Long-term debt, less current portion                           16,789        16,913
Long-term pension liabilities                                   9,313         7,813
Deferred income taxes                                          20,998        21,729
Other long-term liabilities                                     8,839         8,339
Minority interests                                              1,611         1,678
Contingencies
                   SHAREHOLDERS' EQUITY
Capital stock                                                  25,425        25,309
Capital in excess of par value                                 21,919        19,998
Accumulated other comprehensive earnings                          104          (936)
Retained earnings                                             346,235       326,021
                                                            ---------   -----------
                                                              393,683       370,392
                                                            ---------   -----------
                                                            $ 562,730   $   538,237
                                                            =========   ===========
</TABLE>

            See Notes to Consolidated Condensed 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 29,       May 31,        May 29,       May 31,
                                                     2004          2003           2004          2003
                                                 ------------   -----------   ------------   -----------
<S>                                              <C>            <C>           <C>            <C>
Net sales                                        $    198,712   $   185,775   $    373,984   $   357,269
Cost of sales                                         137,613       129,176        261,401       252,321
                                                 ------------   -----------   ------------   -----------
    Gross profit                                       61,099        56,599        112,583       104,948
Selling and administrative expenses                    37,306        36,061         70,977        68,923
                                                 ------------   -----------   ------------   -----------
    Operating profit                                   23,793        20,538         41,606        36,025
                                                 ------------   -----------   ------------   -----------
Other income (expense):
   Interest expense                                      (109)         (450)          (227)         (974)
   Interest income                                         86            20            137           130
   Other, net                                            (194)          469            458           515
                                                 ------------   -----------   ------------   -----------
                                                         (217)           39            368          (329)
                                                 ------------   -----------   ------------   -----------
    Earnings before income taxes and
      minority interests                               23,576        20,577         41,974        35,696
Provision for income taxes                              8,567         7,499         15,270        13,015
                                                 ------------   -----------   ------------   -----------
    Earnings before minority interests                 15,009        13,078         26,704        22,681
Minority interests in earnings of subsidiaries            (95)          (31)          (129)          (38)
                                                 ------------   -----------   ------------   -----------
Net earnings                                     $     14,914   $    13,047   $     26,575   $    22,643
                                                 ============   ===========   ============   ===========
Net earnings per common share:
    Basic                                        $       0.59   $      0.52   $       1.05   $      0.91
                                                 ============   ===========   ============   ===========
    Diluted                                      $       0.58   $      0.51   $       1.03   $      0.89
                                                 ============   ===========   ============   ===========
Average number of common shares outstanding:
    Basic                                          25,435,860    25,015,289     25,402,373    24,973,997
                                                 ============   ===========   ============   ===========
    Diluted                                        25,872,920    25,435,452     25,841,322    25,326,543
                                                 ============   ===========   ============   ===========
Dividends paid per share                         $     0.1250   $    0.1225   $     0.2500   $    0.2450
                                                 ============   ===========   ============   ===========
</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 29,        May 31,
                                                             2004           2003
                                                         ------------   ------------
<S>                                                      <C>            <C>
Cash flows from operating activities:
     Net earnings                                        $     26,575   $     22,643
     Depreciation                                               9,291          9,860
     Amortization                                                 380            453
     Changes in assets and liabilities                         (2,064)        (2,534)
     Other, net                                                  (571)            45
                                                         ------------   ------------

             Net cash provided by operating activities         33,611         30,467
                                                         ------------   ------------
Cash flows from investing activities:
     Business acquisitions, net of cash acquired               (4,871)             -
     Additions to plant assets                                 (9,197)        (6,041)
     Other, net                                                 1,415             26
                                                         ------------   ------------

             Net cash used in investing activities            (12,653)        (6,015)
                                                         ------------   ------------
Cash flows from financing activities:
     Proceeds from line of credit                               1,500         94,111
     Payments on line of credit                                (1,500)      (116,083)
     Payments on long-term debt                                  (280)          (465)
     Cash dividends paid                                       (6,361)        (6,120)
     Other, net                                                   871            440
                                                         ------------   ------------
             Net cash used in financing activities             (5,770)       (28,117)
                                                         ------------   ------------

Net effect of exchange rate changes on cash                       (20)           244
                                                         ------------   ------------
Net change in cash and short-term cash investments             15,168         (3,421)

Cash and short-term cash investments,
     beginning of period                                        8,348         13,747
                                                         ------------   ------------
Cash and short-term cash investments,
     end of period                                       $     23,516   $     10,326
                                                         ============   ============
Cash paid during the period for:
     Interest                                            $        222   $        999
                                                         ============   ============
     Income taxes                                        $     14,396   $      9,066
                                                         ============   ============
</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, 2003 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 29, 2004, the
      consolidated condensed statements of earnings and the consolidated
      condensed statements of cash flows for the periods ended May 29, 2004, and
      May 31, 2003, 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, 2003 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 29, 2004 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.    BUSINESS ACQUISITION

      At the beginning of the second quarter ended May 29, 2004, the Company
      acquired certain assets of Filtrel Group, a Luton, England manufacturer
      and distributor of heavy-duty air filters for approximately $4,871 in
      cash. As a result of the acquisition, the assets were combined into
      existing subsidiaries of the Company in the Engine/Mobile Filtration
      segment and the results will be included in the Company's consolidated
      results of operations from the date of acquisition.

      A preliminary allocation of the initial purchase price has been made to
      major categories of assets and liabilities. The $2,519 excess of the
      initial purchase price over the preliminary estimated fair value of the
      net tangible and identifiable intangible assets acquired was recorded as
      goodwill. Other acquired intangibles included a noncompete agreement
      valued by an independent appraiser at $115, which will be amortized on a
      straight-line basis over two years. The Company also recorded $50 as exit
      costs for terminated employees. This amount was paid during the quarter
      ended May 29, 2004. The acquisition is not material to the results of the
      Company. The Company expects to make additional adjustments to reflect
      purchase agreement adjustments and adjustments for valuation of assets.

3.    STOCK-BASED COMPENSATION

      The Company accounts for stock-based compensation using the intrinsic
      value method. If the Company had determined compensation expense for its
      stock-based compensation plans based on the fair value at the grant dates,
      the Company's pro forma net earnings and basic and diluted earnings per
      share (EPS) would have been as follows:

                                     Page 5

<PAGE>

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

3.    STOCK-BASED COMPENSATION (Continued)

<TABLE>
<CAPTION>
                                       Quarter Ended          Six Months
                                    -------------------   -------------------
                                     May 29,    May 31,    May 29,    May 31,
                                      2004       2003       2004       2003
                                    --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>
Net earnings, as reported           $ 14,914   $ 13,047   $ 26,575   $ 22,643
  Less total stock-based
  compensation expense under the
  fair value-based method, net of
  tax                                    739      1,100      1,330      1,501
                                    --------   --------   --------   --------
Pro forma net earnings              $ 14,175   $ 11,947   $ 25,245   $ 21,142
                                    ========   ========   ========   ========

Basic EPS, as reported              $   0.59   $   0.52   $   1.05   $   0.91
Pro forma basic EPS                 $   0.56   $   0.52   $   0.99   $   0.85

Diluted EPS, as reported            $   0.58   $   0.52   $   1.03   $   0.89
Pro forma diluted EPS               $   0.55   $   0.47   $   0.98   $   0.83
</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 29, 2004 and
      May 31, 2003, respectively. Adjustments for forfeitures are made as they
      occur.

<TABLE>
<CAPTION>
                                   Quarter Ended    Six Months Ended
                                 ----------------   ----------------
                                 May 29,   May 31,  May 29,   May 31,
                                  2004      2003     2004      2003
                                 ------    ------   ------    ------
<S>                              <C>       <C>      <C>       <C>
Risk-free interest rate            4.50%     3.87%    4.50%     3.87%
Expected dividend yield            1.29%     1.58%    1.29%     1.58%
Expected volatility factor        27.10%    24.60%   27.10%    24.60%
Expected option term (in years)     7.0       7.0      7.0       7.0
</TABLE>

4.    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 29,        May 31,        May 29,       May 31,
                                           2004           2003          2004            2003
                                       ------------   ------------   ------------   ------------
<S>                                    <C>            <C>            <C>            <C>
Net Earnings                           $     14,914   $     13,047   $     26,575   $     22,643
Basic EPS:
   Weighted average number of common
   shares outstanding                    25,435,860     25,015,289     25,402,373     24,973,997

      Basic per share amount           $       0.59   $       0.52   $       1.05   $       0.91
                                       ============   ============   ============   ============
</TABLE>

                                     Page 6

<PAGE>

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

4.    EARNINGS PER SHARE (Continued)

<TABLE>
<CAPTION>
                                                Quarter Ended            Six Months Ended
                                           -----------------------   -----------------------
                                             May 29,      May 31,      May 29,      May 31,
                                              2004         2003         2004         2003
                                           ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>
Diluted EPS:
   Weighted average number of common
      shares outstanding                   25,435,860   25,015,289   25,402,373   24,973,997
   Dilutive effect of stock options and
   restricted stock                           437,060      420,163      438,949      352,546
                                           ----------   ----------   ----------   ----------
      Diluted weighted average number of
      common shares outstanding            25,872,920   25,435,452   25,841,322   25,326,543

      Diluted per share amount             $     0.58   $     0.51   $     1.03   $     0.89
                                           ==========   ==========   ==========   ==========
</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
      and year-to-date periods:

<TABLE>
<CAPTION>
                                   Quarter Ended     Six Months Ended
                                 -----------------  ------------------
                                  May 29,  May 31,   May 29,   May 31,
                                   2004     2003      2004      2003
                                 --------  -------  --------  --------
<S>                              <C>       <C>      <C>       <C>
Options                           296,855   77,398   296,855   189,906
Weighted Average Exercise Price  $  45.58  $ 36.38  $  45.58  $  35.68
</TABLE>

      For the six months ended May 29, 2004, exercises of stock options added
      $1,615 to capital in excess of par value.

5.    COMPREHENSIVE EARNINGS

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

<TABLE>
<CAPTION>
                                                  Quarter Ended        Six Months Ended
                                               --------------------   -------------------
                                               May 29,     May 31,    May 29,    May 31,
                                                 2004        2003       2004       2003
                                               --------    --------   --------  ---------
<S>                                            <C>         <C>        <C>        <C>
Net earnings                                   $ 14,914    $ 13,047   $ 26,575   $ 22,643
Other comprehensive earnings, net of tax:
    Foreign currency translation adjustments
                                                 (1,065)      1,754      1,040      3,209
                                               --------    --------   --------  ---------

Total comprehensive earnings                   $ 13,849    $ 14,801   $ 27,615   $ 25,852
                                               ========    ========   ========   ========
</TABLE>

                                     Page 7

<PAGE>

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

6.    RELOCATION COSTS

      On January 8, 2004, the Company announced that the corporate headquarters
      will move to Nashville, TN in 2004. Costs for this move, which will
      largely be a one-time expense incurred primarily during the third quarter
      of fiscal 2004, are still being finalized. Approximately $79 was accrued
      during the second quarter ended May 29, 2004 for employee termination
      benefits, resulting in a total accrual of $87 of which $6 was paid as of
      May 29, 2004. These termination benefits, currently estimated at $233, are
      dependent upon the employees rendering service through a retention period
      and will be recognized ratably over the required service period.
      Approximately $313 of other costs associated with the relocation were paid
      and expensed during the quarter ended May 29, 2004. Relocation costs in
      total are not expected to exceed $0.07 per share. The Company expects to
      pay all significant relocation costs during fiscal year 2004.

7.    GUARANTEES AND WARRANTIES

      The Company has provided letters of credit totaling approximately $23,297
      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 a majority ownership interest in a consolidated affiliate
      in which the Company has agreed, under certain conditions, to buy out the
      minority owners' interest for an amount estimated not to exceed $810.

      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
      29, 2004 are as follows:

<TABLE>
<S>                                                              <C>
Balance at November 30, 2003                                     $ 1,789
   Accruals for warranties issued during the period                  320
   Accruals related to pre-existing warranties                        70
   Settlements made during the period                               (434)
   Other adjustments, including currency translation                   5
                                                                 -------
Balance at May 29, 2004, included in other current liabilities   $ 1,750
                                                                 =======
</TABLE>

                                     Page 8

<PAGE>

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

8.    GOODWILL AND INTANGIBLES

      The following table summarizes the activity for acquired intangibles by
      reporting unit for the six months ended May 29, 2004.

<TABLE>
<CAPTION>
                                                                      2004
                                         --------------------------------------------------------------
                                                                    Currency
                                         Beginning                 Translation                  End of
                                          of Year   Acquisitions   Adjustments   Amortization   Quarter
                                         ---------  ------------   -----------   ------------   -------
<S>                                      <C>        <C>            <C>           <C>            <C>
Goodwill:
   Engine/Mobile Filtration              $  12,170  $      2,519   $       142   $          -   $14,831
   Industrial/Environmental Filtration      70,550             -             8              -    70,558
   Packaging                                     -             -             -              -         -
                                         ---------  ------------   -----------   ------------   -------
                                         $  82,720  $      2,519   $       150   $          -   $85,389
                                         =========  ============   ===========   ============   =======
Trademarks:
   Engine/Mobile Filtration              $     603  $          -   $         -   $          -   $   603
   Industrial/Environmental Filtration      28,873             -             -              -    28,873
   Packaging                                     -             -             -              -         -
                                         ---------  ------------   -----------   ------------   -------
                                         $  29,476  $          -   $         -   $          -   $29,476
                                         =========  ============   ===========   ============   =======
Other acquired intangibles, gross:
   Engine/Mobile Filtration              $   1,040  $        115   $        (3)  $          -   $ 1,152
   Industrial/Environmental Filtration      13,104             -             -              -    13,104
   Packaging                                     -             -             -              -         -
                                         ---------  ------------   -----------   ------------   -------
                                            14,144           115            (3)             -    14,256
     Less accumulated amortization           3,989             -             -            380     4,369
                                         ---------  ------------   -----------   ------------   -------
Other acquired intangibles, net          $  10,155  $        115   $        (3)  $        380   $ 9,887
                                         =========  ============   ===========   ============   =======
</TABLE>

      Amortization expense is estimated to be $803 in 2004, $813 in 2005, $735
      in 2006, $708 in 2007 and $653 in 2008.

9.    RETIREMENT BENEFITS

      On December 23, 2003, the FASB issued SFAS No. 132R, "Employers'
      Disclosures about Pensions and Other Postretirement Benefits." This
      Statement requires additional disclosures to be made by employers
      regarding pensions and other postretirement benefit plans, but does not
      change the measurement or recognition of those plans. The Company adopted
      the interim period disclosure provisions of this Statement in the second
      quarter of 2004. All other provisions of this Statement will be adopted in
      the fourth quarter of 2004.

                                     Page 9

<PAGE>

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

9.    RETIREMENT BENEFITS (Continued)

      The Company provides various retirement benefits, including defined
      benefit plans and postretirement healthcare plans covering certain
      employees in the U.S. and abroad. Components of net periodic benefit cost
      and company contributions for these plans were as follows:

<TABLE>
<CAPTION>
                                             Quarter Ended        Six Months Ended
                                           ------------------    ------------------
                                           May 29,    May 31,    May 29,    May 31,
           Pension Benefits                 2004       2003       2004       2003
           ----------------                -------    -------    -------    -------
<S>                                        <C>        <C>        <C>        <C>
Components of net periodic benefit cost:
     Service cost                          $   879    $ 1,082    $ 1,758    $ 2,163
     Interest cost                           1,474      1,455      2,948      2,910
     Expected return on plan assets         (1,738)    (1,500)    (3,476)    (3,000)
     Amortization of unrecognized:
        Prior service cost                      40         35         79         70
        Net actuarial loss                     344        422        688        845
                                           -------    -------    -------    -------
Net periodic benefit cost                  $   999    $ 1,494    $ 1,997    $ 2,988
                                           =======    =======    =======    =======
</TABLE>

      Effective January 1, 2004, the Company froze participation in one of its
      defined benefit plans. Certain current plan participants will continue to
      participate in the plan. Other plan participants will not accrue future
      benefits under the plan, but will participate in an enhanced defined
      contribution plan which offers an increased company match. The Company
      recognized expense under the defined contribution plan of $711 and $371
      for the second quarter 2004 and 2003, respectively and $1,454 and $787 for
      the six months ended May 29, 2004 and May 31, 2003, respectively.

<TABLE>
<CAPTION>
                                           Quarter Ended   Six Months Ended
                                          ---------------  ----------------
                                          May 29,  May 31,  May 29,  May 31,
   Postretirement Healthcare Benefits      2004     2003     2004     2003
   ----------------------------------     ------   ------   ------   ------
<S>                                       <C>      <C>      <C>      <C>

Components of net periodic benefit cost:
     Service cost                         $   31   $   29   $   62   $   57
     Interest cost                            54       59      109      119
     Expected return on plan assets            -        -        -        -
     Amortization of unrecognized:
        Prior service cost                     -        -        -        -
        Net actuarial gain                    (8)      (5)     (16)     (10)
                                          ------   ------   ------   ------
Net periodic benefit cost                 $   77   $   83   $  155   $  166
                                          ======   ======   ======   ======
</TABLE>

      The Company's general funding policy for its pension and postretirement
      plans is to make contributions as required by applicable regulations. The
      Company does not expect to make a contribution to its U.S. defined benefit
      pension plan during fiscal year 2004. The expected

                                     Page 10

<PAGE>

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

9.    RETIREMENT BENEFITS (Continued)

      contribution to the non-U.S. pension plan and the unfunded U.S. pension
      and postretirement healthcare plans will approximate $596 for fiscal year
      2004 of which $298 was paid as of May 29, 2004

10.   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.

      In the event of a change in control of the Company, termination benefits
      may be required for certain executive officers and other key employees.

11.   SEGMENT DATA

      The Company operates in three principal product segments: Engine/Mobile
      Filtration, Industrial/Environmental Filtration and Packaging. The segment
      data for the second quarter and six months ended May 29, 2004 and May 31,
      2003, 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.

<TABLE>
<CAPTION>
                                              Quarter Ended        Six Months Ended
                                           -------------------   -------------------
                                            May 29,    May 31,    May 29,    May 31,
                                             2004       2003       2004       2003
                                           --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>
Net sales:
     Engine/Mobile Filtration              $ 82,992   $ 73,066   $153,792   $139,842
     Industrial/Environmental Filtration     98,249     95,852    187,211    186,221
     Packaging                               17,471     16,857     32,981     31,206
                                           --------   --------   --------   --------
                                           $198,712   $185,775   $373,984   $357,269
                                           ========   ========   ========   ========
</TABLE>

                                     Page 11

<PAGE>

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

11.   SEGMENT DATA (Continued)

<TABLE>
<CAPTION>
                                               Quarter Ended          Six Months Ended
                                           ----------------------   ---------------------
                                            May 29,      May 31,     May 29,     May 31,
                                              2004        2003        2004        2003
                                           ---------    ---------   ---------   ---------
<S>                                        <C>          <C>         <C>         <C>
Operating profit:
     Engine/Mobile Filtration              $  16,812    $  14,253   $  31,237   $  26,939
     Industrial/Environmental Filtration       5,864        5,417       9,116       7,790
     Packaging                                 1,117          868       1,253       1,296
                                           ---------    ---------   ---------   ---------
                                              23,793    $  20,538   $  41,606   $  36,025
Other income (expense)                          (217)          39         368        (329)
                                           ---------    ---------   ---------   ---------
Earnings before income taxes and
      minority earnings                    $  23,576    $  20,577   $  41,974   $  35,696
                                           =========    =========   =========   =========
Identifiable assets:
     Engine/Mobile Filtration                                       $ 161,118   $ 150,162
     Industrial/Environmental Filtration                              296,101     301,314
     Packaging                                                         41,697      43,161
     Corporate                                                         63,814      51,235
                                                                    ---------   ---------
                                                                    $ 562,730   $ 545,872
                                                                    =========   =========
</TABLE>

12.   NEW ACCOUNTING STANDARDS

      On May 19, 2004, the FASB issued FASB Staff Position (FSP) No. 106-2,
      "Accounting and Disclosure Requirements Related to the Medicare
      Prescription Drug, Improvement and Modernization Act of 2003," which
      supersedes FSP No. 106-1, "Accounting and Disclosure Requirements Related
      to the Medicare Prescription Drug, Improvement and Modernization Act of
      2003," (the Act). FSP No. 106-2 permits a sponsor of a postretirement
      health care plan that provides a prescription drug benefit to make a
      one-time election to defer accounting for the effects of the Act until
      authoritative guidance on accounting for subsidies provided by the Act is
      issued. The Act introduces a prescription drug benefit under Medicare as
      well as a federal subsidy to sponsors of retiree health care benefit
      plans. The Company does not anticipate that the Act will have a material
      effect on the measurement of the Company's postretirement obligations. FSP
      No. 106-2 is effective for the Company's fourth quarter 2004.

                                     Page 12

<PAGE>

Part I - Item 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS: SECOND QUARTER OF 2004 COMPARED WITH SECOND QUARTER OF
2003.

CLARCOR reported record sales, operating profit and net earnings for the second
quarter of 2004. Sales increased 7.0%, operating profit increased 15.8% and net
earnings increased 14.3% over the same quarter in 2003. A small acquisition
added approximately $1,400,000 in sales for the quarter with no material impact
on operating profit or net earnings.

Net sales of $198,712,000 increased 7.0% from $185,775,000 reported for the
second quarter of 2003. Approximately one point of the increase resulted from an
acquisition and the impact of favorable currency translation rates.

The Engine/Mobile Filtration segment reported increased sales of 13.6% to
$82,992,000 from $73,066,000 in 2003. Sales increased approximately 2.5 points
due to sales from an acquisition completed in the 2004 quarter and favorable
currency translation. The additional sales growth of approximately 11.1 points
was primarily due to growth in heavy-duty engine and railroad filter markets.
Increased economic activity in the United States along with increased market
share drove this sales growth. Sales prices were increased as a result of higher
raw material costs, principally metal products, which resulted in higher sales
of approximately $1,000,000 for the 2004 quarter.

The Company's Industrial/Environmental Filtration segment recorded a 2.5%
overall increase in sales to $98,249,000 for the 2004 quarter from $95,852,000
for the 2003 second quarter. The increased sales level was primarily due to
strong demand for aerospace and aviation fuel systems filtration. Additionally,
a small increase in sales for HVAC filters used in building maintenance and air
quality equipment reflects recent improved economic activity in the United
States. Sales in these markets were sluggish throughout 2003 and in the early
part of 2004. Less than one-half point of the segment's sales increase was
related to favorable currency translation during the 2004 quarter.

The Packaging segment reported sales of $17,471,000 compared to $16,857,000 in
2003. Sales increases for the quarter were related to flat sheet metal
decorating; however, these increases were offset by reduced sales of plastic
packaging and metal container sales that were particularly strong in 2003.

Operating profit for the second quarter of 2004 was $23,793,000 compared to
$20,538,000 in 2003, a 15.8% increase. The operating profit increase resulted
primarily from the Engine/Mobile segment's sales growth, from continued cost
reduction programs throughout each of the business segments, and from
restructuring and integration programs in the Industrial/Environmental segment.
Raw material cost increases were partially offset by price adjustments to
customers. Included in selling and administrative expenses for the six-month
period were costs of approximately $700,000 related to activities required for
compliance with Sarbanes-Oxley Rule Section 404 and approximately $400,000
related to the relocation of the corporate offices to Nashville, TN. Operating
margin improved to 12.0% of sales compared to 11.1% in 2003.

The Engine/Mobile Filtration segment recorded operating profit of $16,812,000,
an 18.0% increase compared to 2003. This increase resulted primarily from sales
growth, cost reduction programs and favorable capacity utilization that offset
higher raw material costs. The segment's operating margin was 20.3% compared to
19.5% recorded in the second quarter of 2003.

                                     Page 13

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

The Industrial/Environmental Filtration segment reported operating profit of
$5,864,000 in 2004 compared to $5,417,000 in 2003, an 8.3% increase. Sales
increases in the aerospace and aviation fuel systems markets favorably improved
profit along with continued benefit from cost reduction initiatives and
restructuring and integration programs. The segment's operating margin improved
to 6.0% compared to 5.7% in the 2003 quarter.

The Packaging segment's operating profit in the 2004 quarter was $1,117,000
compared to $868,000 in 2003. The increase resulted from increased utilization
of metal decorating facilities offset by unfavorable absorption related
primarily to reduced plastic product and metal container sales. The segment's
operating profit was also affected by higher raw material costs, though
operating margin improved to 6.4% in the 2004 quarter compared to 5.1% in 2003.

Net other expense for the 2004 quarter totaled $217,000 compared to net other
income of $39,000 in 2003. Interest expense of $109,000 in 2004 was
significantly lower than $450,000 recorded in 2003 as a result of lower debt
balances during the 2004 period. Foreign currency exchange rates resulted in
approximately $244,000 of expense in the 2004 quarter compared to currency gains
of $568,000 in 2003.

Earnings before income taxes and minority interests for the second quarter of
2004 totaled $23,576,000, compared to $20,577,000 in the comparable quarter last
year. The provision for income taxes in 2004 was $8,567,000 compared to
$7,499,000 in 2003. The effective rate was 36.3% in 2004 and 36.4% in 2003

Net earnings in the second quarter of the current year were $14,914,000, or
$0.58 per share on a diluted basis. Net earnings in the second quarter of 2003
were $13,047,000, or $0.51 per share on a diluted basis. Diluted average shares
outstanding were 25,872,920 at the end of the second quarter of 2004, an
increase of 1.7% from the average of 25,435,452 for the 2003 quarter.

SIX MONTHS OF 2004 COMPARED TO SIX MONTHS OF 2003.

Net sales increased to $373,984,000 from $357,269,000 in 2002, a 4.7% increase.
The sales increase includes approximately $1,400,000 recorded in the 2004 second
quarter from a small acquisition. Sales increases were recorded in each of the
Company's segments. Approximately one-half point of the increase in sales is due
to favorable currency exchange rates.

The Engine/Mobile Filtration segment reported sales of $153,792,000 in the 2004
period compared to $139,842,000 in the 2003 six-month period, a 10.0% increase.
The sales increase was primarily from heavy-duty engine and railroad filtration
growth. The heavy-duty sales growth resulted from additional sales through
aftermarket and national account distribution and sales to railroads and
railroad equipment maintenance companies. International sales increased, both in
local currencies and U.S. dollars. Price increases, a small acquisition and
favorable currency exchange rates collectively accounted for approximately 2.2
points of the sales increase.

The Industrial/Environmental Filtration segment reported sales of $187,211,000,
a 0.5% increase over 2003 six-month sales of $186,221,000. This increase
resulted primarily from strong sales of filters used in aviation and aerospace
applications offset partially by reduced sales early in the 2004 period of air
quality equipment and HVAC filters used in building maintenance. Less than
one-half point of the overall sales increase was related to favorable currency
translation during the 2004 six-month period.

                                     Page 14

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

Packaging segment sales of $32,981,000 were 5.7% higher than sales in the 2003
six-month period. The increase was primarily due to higher flat sheet metal
decorating and tooling charges billed to customers that more than offset lower
sales of plastic packaging and metal container sales in the six-month period.

Operating profit for the 2004 six-month period totaled $41,606,000 compared to
$36,025,000 in 2003, an increase of 15.5%. The improvement in operating profit
resulted primarily from the Engine/Mobile segment's sales growth. Additionally,
cost reduction programs and productivity improvement plans continue to be
implemented throughout each of the business segments. Included in selling and
administrative expenses for the six-month period were costs of approximately
$700,000 related to activities required for compliance with Sarbanes-Oxley Rule
Section 404 and approximately $400,000 related to the relocation of the
corporate offices to Nashville, TN. Operating margin improved to 11.1% of sales
compared to 10.1% in 2003.

The Engine/Mobile Filtration segment reported operating profit of $31,237,000
for the six-month period, a 16.0% increase over the 2003 period. The segment's
sales growth significantly improved the operating profit for the quarter due to
the impact of improved capacity utilization. Cost increases for raw material
purchases were partially offset by price increases. Continued cost reduction
programs also improved the segment's operating profit. The segment's operating
margin was 20.3% compared to 19.3% reported for the 2003 six-month period.

The Industrial/Environmental Filtration segment reported operating profit of
$9,116,000 compared to $7,790,000 for the 2003 six-month period. This increase
of 17.0% resulted from sales growth for specialty process liquid filters and
aviation filtration products. Cost reduction and productivity improvement
programs more than offset lower overhead absorption due to lower sales levels
for HVAC filtration and air quality equipment. The segment's operating margin
improved to 4.9% compared to 4.2% in the 2003 six-month period.

The Packaging segment reported operating profit of $1,253,000 for the 2004
six-month period compared to $1,296,000 in the 2003 period. The slight decrease
resulted primarily from reduced plastic product sales and reduced utilization of
facilities related to plastic packaging products in the 2004 period. As a result
of increased sales of lower margin flat sheet decorating and lower sales of
plastic packaging and metal containers, the segment's operating margin for the
2004 period was 3.8% compared to 4.2% in 2003.

Net other income for the 2004 six-month period of $368,000 included a gain of
$720,000 from the first quarter 2004 sale of a building, interest expense of
$227,000, foreign currency translation expense of $196,000 and interest income
of $137,000. Net other expense in 2003 of $329,000 included interest expense of
$974,000, foreign currency translation income of $746,000 and interest income of
$130,000. Interest expense was lower in 2004 due to significantly lower debt
balances during the 2004 six-month period and fluctuations in currency exchange
rates caused the change in net currency income and expense.

Earnings before income taxes and minority interests for the 2004 six-month
period totaled $41,974,000, compared to $35,696,000 in the prior year period.
The provision for income taxes in 2004 was $15,270,000 compared to $13,015,000
in 2003. The effective rate was 36.4% in 2004 and 36.5% in 2003. The Company
expects the effective tax rate for fiscal 2004 will be approximately 36.5%.

                                     Page 15

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

Net earnings in the 2004 six-month period were $26,575,000, or $1.03 per share
on a diluted basis. Net earnings in the 2003 six-month period were $22,643,000,
or $0.89 per share on a diluted basis. Diluted average shares outstanding were
25,841,322 for the 2004 period and 25,326,543 for the 2003 six-month period. The
increase of 2.0% is primarily due to grants of stock-based incentives.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities increased to $33,611,000 for the six-month
2004 period compared to $30,467,000 in 2003, primarily due to increased net
earnings. Cash flows for investing activities totaled $12,653,000 in the 2004
six-month period and included $9,197,000 used for plant asset additions and
$4,871,000 that was used for a small acquisition at the beginning of the second
quarter. The 2004 period also included $1,415,000 that was received from the
sale of plant assets. In the 2003 period, $6,041,000 was used for additions to
plant assets. Cash flows used in financing activities totaled $5,770,000 in 2004
and included $280,000 for net repayments on debt agreements and $6,361,000 used
for dividend payments. 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.

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. At the end of the
second quarter of 2004, there was no outstanding balance on a $165 million
multicurrency revolving credit facility. The credit facility includes a $40
million letter of credit line subline, against which $14,111,000 had been issued
at the end of the second quarter of 2004 to support industrial revenue bonds.
Other long-term debt totaled $17,307,000 at the end of the 2004 quarter and
related principal payments in 2004 will be approximately $674,000. The Company
is in compliance with all covenants related to debt agreements.

The Company expects to continue to use cash flow for dividends, capital
expenditures and acquisitions. Capital expenditures in fiscal year 2004 are
expected to be approximately $24 million to $26 million and will be used
primarily for normal facility improvements, productivity improvements,
improvements to technical centers, and to support new products. Early in the
second quarter of 2004, the Company acquired the operating assets of a small
engine filter company in England for approximately $4,871,000, subject to
finalization of assets acquired. The Company's off-balance sheet arrangements
relate to various operating leases. Commitments for noncancelable leases in 2004
total approximately $8,229,000. The Company had no derivative, swap, hedge,
variable interest entity or special purpose entity agreements during 2004 or in
fiscal 2003.

The following table summarizes the Company's fixed cash obligations for the
various future years ending November 30:

(Dollars in thousands)

<TABLE>
<CAPTION>
                    2004     2005 & 2006   2007 & 2008   Thereafter
                   -------   -----------   -----------   ----------
<S>                <C>       <C>           <C>           <C>
Long-Term Debt     $   674   $       503   $         -   $   16,410
Credit Facility    $     -   $         -   $         -   $        -
Operating Leases   $ 8,229   $    10,705   $     6,834   $    9,933
</TABLE>

                                     Page 16

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

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 that would materially affect cash flow from operations
in the future. It is likely that cash flow from operations for fiscal 2004 will
be lower than the prior fiscal year due to additional investments in working
capital that may be required to support increased operations in fiscal 2004. In
addition, a higher level of capital expenditures is expected in fiscal 2004 than
in the prior year. The Company does not expect to make a contribution in fiscal
2004 for its defined benefit plan covering U.S. employees. It is possible that
business acquisitions or 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 cash
and short-term investments of $23,516,000, an increase from $8,348,000 at
year-end 2003. At the end of the second quarter 2004 compared to year-end 2003,
accounts receivable increased by $269,000 and inventories increased $8,829,000
from the year-end level. The inventory increase was primarily due to inventory
requirements for increased shipments expected for the remainder of 2004. The
current ratio at the end of the second quarter was 2.5 compared to 2.3 at the
end of fiscal 2003. Goodwill increased $2,669,000 primarily as a result of the
2004 second quarter acquisition. The ratio of total debt to total capitalization
was 4.2% at the end of the 2004 second quarter compared to the year-end 2003
level of 4.5%. At the end of the second quarter 2004, CLARCOR had 25,424,542
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, 2003 (the
"Annual Report") in the Financial Review on page 10.

Critical Accounting Policies

The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Company's Annual Report in the
Financial Review on page 10 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.

Recent Accounting Pronouncements

On May 19, 2004, the FASB issued FASB Staff Position (FSP) No. 106-2,
"Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and

                                     Page 17

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

Modernization Act of 2003," which supersedes FSP No. 106-1, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003," (the Act). This Staff Position permits a sponsor
of a postretirement health care plan that provides a prescription drug benefit
to make a one-time election to defer accounting for the effects of the Act until
authoritative guidance on accounting for subsidies provided by the Act is
issued. The Act introduces a prescription drug benefit under Medicare as well as
a federal subsidy to sponsors of retiree health care benefit plans. The Company
does not anticipate that the Act will have a material effect on the measurement
of the Company's postretirement obligations. FSP No. 106-2 is effective for the
Company's fourth quarter 2004.

On December 23, 2003, the FASB issued SFAS No. 132R, "Employers' Disclosures
about Pensions and Other Postretirement Benefits." This Statement requires
additional disclosures to be made by employers regarding pensions and other
postretirement benefit plans, but does not change the measurement or recognition
of those plans. The interim period disclosure requirements of the Statement are
effective for interim periods beginning after December 15, 2003. The Company has
adopted the interim provisions of this Statement beginning in the second quarter
of 2004. All other provisions of this Statement will be adopted in the fourth
quarter of 2004.

Outlook

As reflected in the increased sales growth in second quarter 2004 compared to
the first quarter, the Company continues to expect additional sales growth
overall for the second half of 2004. Continued sales growth is expected for the
Engine/Mobile segment as a result of continued improvement in aftermarket and
national account distribution, increased sales to OEM dealers and sales of new
products. Sales are expected to increase for the Industrial/Environmental
segment as the economy improves and additional facility maintenance occurs. The
Total Filtration Program is also expected to benefit from the completion of the
conversion of a group of 20 company-owned branches from selling primarily HVAC
filtration products to selling the Company's entire range of liquid and air
filter products. Sales and operating profit growth are expected for the
Packaging segment for 2004.

As a result of the 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 2004 will be in the $2.30 to $2.40
range. This range does not include estimated costs of approximately $0.07 per
share related to moving the Company's headquarters to Nashville, TN. The
majority of these costs are expected to be incurred and paid during the third
quarter of fiscal 2004.

Continued emphasis on cost reductions and price changes within each business
unit are expected to offset costs that have recently been increasing for energy
and for purchased materials, primarily metal products. These costs for the
Company may change significantly based on future changes in the U.S. and world
economies. Additional costs related to compliance with the new requirements of
Sarbanes-Oxley Rule Section 404 are expected for the remainder of 2004 and in
future fiscal periods. Capital investments will continue to be made in each
segment's facilities to improve productivity and to support new products. While
the Company fully anticipates that sales and profits will improve as a result of
sales initiatives and cost reductions, the Company has developed contingency
plans to reduce discretionary spending if unfavorable economic conditions
return.

                                     Page 18

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

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. The assets
of a small engine filter company were acquired early in the second quarter of
2004. This acquisition will not materially affect operating results for 2004.

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 success of sales and
marketing programs; the effectiveness of plant conversions, plant expansions and
productivity improvement programs; the management of both growth and
acquisitions; the cost of the relocation of the Company's corporate offices; the
cost of compliance with recently enacted regulatory requirements such as
Sarbanes-Oxley Rule Section 404; 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 19

<PAGE>

Part I - Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

         The information required hereunder is set forth on Page 14 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 29, 2004. 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. No change in the Company's internal control over
         financial reporting occurred during the Company's most recent fiscal
         quarter ended May 29, 2004 that has materially affected, or is
         reasonably likely to materially affect, the Company's internal control
         over financial reporting.

                                     Page 20

<PAGE>

Part II - Other Information

Item 2   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
         Securities

         The Company currently does not have a stock repurchase program.
         Accordingly, no shares were repurchased during the quarter ended May
         29, 2004. However, upon the exercise of stock options during the
         quarter, 37,845 mature shares were exchanged in payment of the related
         exercise price and taxes payable.

Item 4   Submission of Matters to a Vote of Security Holders

         At the annual meeting of shareholders of CLARCOR Inc. held on March 22,
         2004, all of management's nominees for directors, as listed in the
         proxy statement dated February 18, 2004, were elected. The Company had
         25,372,273 shares of common stock outstanding as of the close of
         business on the February 5, 2004 record date, and the holders of
         22,673,292 shares of common stock were present at the meeting, in
         person or by proxy.

         The three nominees elected received votes as follows:

<TABLE>
<CAPTION>
                           For       Withheld
<S>                     <C>           <C>
Robert J. Burgstahler   21,851,688    821,604
Paul Donovan            21,846,333    826,959
Norman E. Johnson       22,264,067    409,225
</TABLE>

         Also at the annual meeting, the shareholders approved the Company's
         2004 Employee Stock Purchase Plan with a vote of 19,598,216 in favor,
         233,235 against and 263,578 withheld.

Item 6   Exhibits and Reports on Form 8K

a.       Exhibits:

         31(i)    Certification of Norman E. Johnson pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002

         31(ii)   Certification of Bruce A. Klein pursuant to Section 302 of the
                     Sarbanes-Oxley Act of 2002

         32(i)    Certification pursuant to 18 U.S.C. Section 1350 as adopted
                     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

c.       Report Filed on Form 8-K During the Second Quarter Ended May 29, 2004.

                  Form 8-K dated March 18, 2004 reporting Item 7 -- Financial
                  Statements and Exhibits and Item 5 -- Other Events. Item 7 (c)
                  included an exhibit 99.1, "CLARCOR Press Release dated March
                  18, 2004".

c.       Report Filed on Form 8-K Subsequent to the Second Quarter Ended May 29,
                  2004. Form 8-K dated June 7, 2004 reporting Item 5 -- Other
                  Events and Regulation FD Disclosure. Item 5 disclosed that
                  Robert H. Jenkins replaced Paul Donovan as a member of the
                  Audit Committee of the Company.

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<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 18, 2004                By        /s/ Norman E. Johnson
       ------------------------           --------------------------------------
              (Date)                                Norman E. Johnson
                                           Chairman of the Board, President and
                                                  Chief Executive Officer

           June 18, 2004                By        /s/ Bruce A. Klein
       ------------------------           --------------------------------------
              (Date)                                  Bruce A. Klein
                                               Vice President - Finance and
                                                 Chief Financial Officer

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