<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 August 28, 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 August 28, 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.)


840 Crescent Centre Drive, Suite 600, Franklin, TN               37067
--------------------------------------------------          ---------------
     (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code         615-771-3100
                                                           ------------

              2323 Sixth Street, P.O. Box 7007, Rockford, IL 61125
--------------------------------------------------------------------------------
              (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.

                      25,562,886 common shares outstanding
            -------------------------------------------------------


                                     Page 1
<PAGE>

Part I - Item 1

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

                                    --------

<TABLE>
<CAPTION>
                                                                 August 28,        November 30,
                                   ASSETS                           2004              2003
                                                                 ----------        ------------
                                                                 (unaudited)
<S>                                                              <C>               <C>
Current assets:
     Cash and short-term cash investments                        $  26,281         $   8,348
     Accounts receivable, less allowance for losses
          of $9,899 for 2004 and $9,106 for 2003                   136,267           127,546
     Inventories:
          Raw materials                                             38,094            34,174
          Work in process                                           12,799            11,866
          Finished products                                         58,795            53,633
                                                                 ---------         ---------
            Total inventories                                      109,688            99,673
                                                                 ---------         ---------
     Prepaid expenses and other current assets                       4,639             5,880
     Deferred income taxes                                          15,718            15,955
                                                                 ---------         ---------
               Total current assets                                292,593           257,402
                                                                 ---------         ---------
Plant assets at cost,                                              315,879           304,892
     less accumulated depreciation                                (185,892)         (175,320)
                                                                 ---------         ---------
                                                                   129,987           129,572
                                                                 ---------         ---------
Goodwill                                                            86,442            82,720
Trademarks                                                          29,476            29,476
Other acquired intangibles, less accumulated amortization            9,671            10,155
Pension assets                                                      21,022            20,153
Other noncurrent assets                                              7,906             8,759
                                                                 ---------         ---------
                                                                 $ 577,097         $ 538,237
                                                                 =========         =========

                                LIABILITIES

Current liabilities:
     Current portion of long-term debt                           $     542         $     674
     Accounts payable                                               51,572            49,256
     Income taxes                                                    4,460             8,377
     Accrued employee compensation                                  22,360            23,400
     Other accrued liabilities                                      31,217            29,666
                                                                 ---------         ---------
               Total current liabilities                           110,151           111,373
                                                                 ---------         ---------
Long-term debt, less current portion                                16,783            16,913
Long-term pension liabilities                                        9,966             7,813
Deferred income taxes                                               21,949            21,729
Other long-term liabilities                                          8,911             8,339
Minority interests                                                   1,775             1,678

Contingencies

                            SHAREHOLDERS' EQUITY

Capital stock                                                       25,563            25,309
Capital in excess of par value                                      22,977            19,998
Accumulated other comprehensive earnings                               114              (936)
Retained earnings                                                  358,908           326,021
                                                                 ---------         ---------
                                                                   407,562           370,392
                                                                 ---------         ---------
                                                                 $ 577,097         $ 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                      Nine Months Ended
                                                   ------------------------------      ------------------------------
                                                     August 28,       August 30,        August 28,        August 30,
                                                        2004             2003              2004              2003
                                                   -------------     ------------      ------------      ------------
<S>                                                <C>               <C>               <C>               <C>
Net sales                                          $    206,209      $    190,647      $    580,193      $    547,916
Cost of sales                                           142,975           134,493           404,376           386,814
                                                   ------------      ------------      ------------      ------------

    Gross profit                                         63,234            56,154           175,817           161,102

Selling and administrative expenses                      37,734            33,499           108,711           102,422
                                                   ------------      ------------      ------------      ------------

    Operating profit                                     25,500            22,655            67,106            58,680
                                                   ------------      ------------      ------------      ------------

Other income (expense):
  Interest expense                                         (107)             (357)             (334)           (1,331)
  Interest income                                           170                59               307               189
  Other, net                                               (341)              227               117               742
                                                   ------------      ------------      ------------      ------------
                                                           (278)              (71)               90              (400)
                                                   ------------      ------------      ------------      ------------
    Earnings before income taxes and
    minority interests                                   25,222            22,584            67,196            58,280

Provision for income taxes                                9,257             8,239            24,527            21,254
                                                   ------------      ------------      ------------      ------------
    Earnings before minority interests                   15,965            14,345            42,669            37,026

Minority interests in earnings of subsidiaries              (90)              (41)             (219)              (79)
                                                   ------------      ------------      ------------      ------------

Net earnings                                       $     15,875      $     14,304      $     42,450      $     36,947
                                                   ============      ============      ============      ============
Net earnings per common share:
    Basic                                          $       0.62      $       0.57      $       1.67      $       1.48
                                                   ============      ============      ============      ============
    Diluted                                        $       0.61      $       0.56      $       1.65      $       1.46
                                                   ============      ============      ============      ============
Average number of common shares outstanding:
    Basic                                            25,544,988        25,174,259        25,454,180        25,046,912
                                                   ============      ============      ============      ============
    Diluted                                          25,869,507        25,534,741        25,780,426        25,280,719
                                                   ============      ============      ============      ============
Dividends paid per share                           $     0.1250      $     0.1225      $     0.3750      $     0.3675
                                                   ============      ============      ============      ============
</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>
                                                              Nine Months Ended
                                                         --------------------------
                                                         August 28,      August 30,
                                                            2004            2003
                                                         ----------      ----------
<S>                                                       <C>            <C>
Cash flows from operating activities:
    Net earnings                                          $  42,450      $  36,947
    Depreciation                                             13,822         14,554
    Amortization                                                595            681
    Changes in assets and liabilities                       (11,703)         1,306
    Other, net                                                 (489)            82
                                                          ---------      ---------

            Net cash provided by operating activities        44,675         53,570
                                                          ---------      ---------

Cash flows from investing activities:
    Business acquisitions, net of cash acquired              (4,871)            --
    Additions to plant assets                               (15,089)        (8,877)
    Other, net                                                1,969             (3)
                                                          ---------      ---------

            Net cash used in investing activities           (17,991)        (8,880)
                                                          ---------      ---------

Cash flows from financing activities:
    Proceeds from line of credit                              1,500        108,565
    Payments on line of credit                               (1,500)      (148,444)
    Payments on long-term debt                                 (292)        (5,310)
    Cash dividends paid                                      (9,563)        (9,218)
    Other, net                                                1,101          5,246
                                                          ---------      ---------

            Net cash used in financing activities            (8,754)       (49,161)
                                                          ---------      ---------

Net effect of exchange rate changes on cash                       3            217
                                                          ---------      ---------

Net change in cash and short-term cash investments           17,933         (4,254)

Cash and short-term cash investments,
    beginning of period                                       8,348         13,747
                                                          ---------      ---------

Cash and short-term cash investments,
    end of period                                         $  26,281      $   9,493
                                                          =========      =========

Cash paid during the period for:
    Interest                                              $     319      $   1,564
                                                          =========      =========
    Income taxes                                          $  23,498      $  16,346
                                                          =========      =========
</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 consolidated condensed balance sheet as of August 28, 2004, the
     consolidated condensed statements of earnings and the consolidated
     condensed statements of cash flows for the periods ended August 28, 2004,
     and August 30, 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 (2003 Form 10-K).
     The November 30, 2003 consolidated balance sheet data was derived from
     CLARCOR's year-end audited financial statements as presented in the 2003
     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 August 28, 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

     On March 1, 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. During the third quarter ended August 28, 2004,
     goodwill was increased by $1,079 related to deferred tax adjustments. 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.

     On August 16, 2004, the Company announced the signing of a definitive
     agreement to acquire United EFP, a privately-owned manufacturer of woven
     wire and metallic screening and filtration products for the plastic and
     polymer fiber industries. United EFP operates through two manufacturing
     facilities in Houston, Texas and Shelby, North Carolina. United EFP will be
     renamed Purolator EFP and will become a wholly-owned subsidiary reported as
     part of the Industrial/Environmental Filtration segment. The acquisition
     was completed on September 15, 2004 during the fourth quarter 2004. EFP's
     annual sales have been approximately $25 million. The Company expects the
     acquisition to be accretive to earnings per share in fiscal year 2005.



                                     Page 5


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

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:


<TABLE>
<CAPTION>
                                        Quarter Ended             Nine Months
                                   ----------------------   -----------------------
                                   August 28,  August 30,   August 28,   August 30,
                                      2004        2003         2004        2003
                                   ----------  ----------   -----------------------
<S>                                <C>         <C>          <C>          <C>
Net earnings, as reported          $ 15,875     $ 14,304     $ 42,450     $ 36,947
  Less total stock-based
  compensation expense under the
  fair value-based method, net of
  tax                                 2,339          505        3,669        2,006
                                   --------     --------     --------     --------
Pro forma net earnings             $ 13,536     $ 13,799     $ 38,781     $ 34,941
                                   ========     ========     ========     ========

Basic EPS, as reported             $    .62     $   0.57     $   1.67     $   1.48

Pro forma basic EPS                $    .53     $   0.55     $   1.52     $   1.40


Diluted EPS, as reported           $    .61     $   0.56     $   1.65     $   1.46

Pro forma diluted EPS              $    .52     $   0.54     $   1.50     $   1.38
</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 nine months ended August 28, 2004 and
     August 30, 2003, respectively. Adjustments for forfeitures are made as they
     occur.


<TABLE>
<CAPTION>
                                      Quarter Ended           Nine Months Ended
                                  ----------------------   -----------------------
                                  August 28,  August 30,   August 28,   August 30,
                                     2004        2003         2004         2003
                                  ----------  ----------   ----------   ----------
<S>                               <C>         <C>          <C>          <C>
Risk-free interest rate             4.50%      3.87%          4.5%          3.87%
Expected dividend yield             1.29%      1.58%         1.29%          1.58%
Expected volatility factor         27.20%     27.70%        27.20%         27.70%
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:



                                     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                       Nine Months Ended
                                                ------------------------------        ------------------------------
                                                 August 28,         August 30,        August 28,           August 30,
                                                   2004                2003              2004                2003
                                                -----------        -----------        ----------         -----------
<S>                                             <C>                <C>                <C>                <C>
Net Earnings                                    $    15,875        $    14,304        $    42,450        $    36,947

Basic EPS:
   Weighted average number of common
   shares outstanding                            25,544,988         25,174,259         25,454,180         25,046,912

      Basic per share amount                    $       .62        $      0.57        $      1.67        $      1.48
                                                ===========        ===========        ===========        ===========

Diluted EPS:
   Weighted average number of common
      shares outstanding                         25,544,988         25,174,259         25,454,180         25,046,912
   Dilutive effect of stock options and
   restricted stock                                 324,519            360,482            326,246            233,807
                                                -----------        -----------        -----------        -----------
      Diluted weighted average number of
      common shares outstanding                  25,869,507         25,534,741         25,780,426         25,280,719

      Diluted per share amount                  $       .61        $      0.56        $      1.65        $      1.46
                                                ===========        ===========        ===========        ===========
</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               Nine Months Ended
                                          -------------------------------------------------------
                                          August 28,    August 30,       August 28,    August 30,
                                            2004           2003             2004          2003
                                          ----------    ----------       ----------    ----------
<S>                                       <C>           <C>              <C>           <C>
     Options                                492,069          --             492,069      55,171
     Weighted Average Exercise Price        $ 45.33          --             $ 45.33     $ 36.79
</TABLE>

     For the nine months ended August 28, 2004, exercises of stock options added
     $1,692 to capital in excess of par value.


                                     Page 7


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

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


<TABLE>
<CAPTION>
                                                           Quarter Ended                 Nine Months Ended
                                                    ---------------------------     ----------------------------
                                                    August 28,       August 30,      August 28,       August 30,
                                                      2004               2003          2004             2003
                                                    ----------       ----------      ---------        ----------
<S>                                                 <C>              <C>             <C>              <C>
Net earnings                                        $ 15,875         $ 14,304         $ 42,450        $ 36,947
Other comprehensive earnings, net of tax:
    Foreign currency translation adjustments
                                                          10           (1,253)           1,050           1,956
                                                    --------         --------         --------        --------

Total comprehensive earnings                        $ 15,885         $ 13,051         $ 43,500        $ 38,903
                                                    ========         ========         ========        ========
</TABLE>


6.   RELOCATION COSTS

     On January 8, 2004, the Company announced that the corporate headquarters
     would 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. The total costs associated with
     the relocation for the third quarter and nine months ended August 28, 2004
     were approximately $1,514 and $1,939, respectively, and are included in
     selling and administrative expenses. Relocation costs in total are not
     expected to exceed $0.05 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 $22,783
     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 to be $1,300.

     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.


                                     Page 8


<PAGE>


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

7.   GUARANTEES AND WARRANTIES (Continued)

     Changes in the Company's warranty accrual during the nine months ended
     August 28, 2004 are as follows:


<TABLE>
<S>                                                                      <C>
Balance at November 30, 2003                                             $ 1,789
   Accruals for warranties issued during the period                          362
   Accruals related to pre-existing warranties                                82

   Settlements made during the period                                       (546)
  Other adjustments, including currency translation                           55
                                                                         -------
Balance at August 28, 2004, included in other current liabilities        $ 1,742
                                                                         =======
</TABLE>


8.   GOODWILL AND INTANGIBLES

     The following table summarizes the activity for acquired intangibles by
     reporting unit for the nine months ended August 28, 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        $ 3,598         $   120         $    --        $15,888
   Industrial/Environmental Filtration         70,550             --               4              --         70,554
   Packaging                                       --             --              --              --             --
                                              ---------------------------------------------------------------------
                                              $82,720        $ 3,598         $   124         $    --        $86,442
                                              =====================================================================

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         $    (4)        $    --        $ 1,151
Industrial/Environmental Filtration            13,104             --              --              --         13,104
Packaging                                          --             --              --              --             --
                                              ---------------------------------------------------------------------
                                               14,144            115              (4)             --         14,255
Less accumulated amortization                   3,989             --              --             595          4,584
                                              ---------------------------------------------------------------------
Other acquired intangibles, net               $10,155        $   115         $    (4)        $   595        $ 9,671
                                              =====================================================================
</TABLE>

     Amortization expense is estimated to be $771 in 2004, $780 in 2005, $709 in
     2006, $692 in 2007, and $692 in 2008.




                                     Page 9


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


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.

     The Company provides various retirement benefits, including defined benefit
     plans and postretirement health care 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               Nine Months Ended
                                                -------------------------     -------------------------
                                                August 28,     August 30,     August 28,     August 30,
                                                  2004            2003          2004            2003
                                                ----------     ----------     ----------     ----------
<S>                                             <C>            <C>            <C>            <C>
Pension Benefits
----------------

Components of net periodic benefit cost:
     Service cost                               $   879         $ 1,082         $ 2,637         $ 3,245
     Interest cost                                1,475           1,455           4,423           4,365
     Expected return on plan assets              (1,739)         (1,501)         (5,215)         (4,501)
     Amortization of unrecognized:
        Prior service cost                           40              35             119             105
        Net actuarial loss                          344             422           1,032           1,267
                                                -------         -------         -------         -------
  Net periodic benefit cost                     $   999         $ 1,493         $ 2,996         $ 4,481
                                                =======         =======         =======         =======
</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 a new defined contribution
     plan which offers an increased company match. The Company recognized
     expense under the defined contribution plan of $723 and $373 for the third
     quarter 2004 and 2003, respectively, and $2,177 and $1,160 for the nine
     months ended August 28, 2004 and August 30, 2003, respectively.


<TABLE>
<CAPTION>
                                                   Quarter Ended             Nine Months Ended
                                              ------------------------    -----------------------
                                              August 28,    August 30,    August 28,   August 30,
                                                 2004         2003           2004         2003
                                              ----------    ----------    -----------  ----------
<S>                                           <C>           <C>           <C>           <C>
Postretirement Healthcare Benefits
-----------------------------------

Components of net periodic benefit cost:
     Service cost                               $  31         $  29         $  93         $  86
     Interest cost                                 54            59           163           178
     Expected return on plan assets                --            --            --            --

     Amortization of unrecognized:
        Prior service cost                         --            --            --            --
        Net actuarial gain                         (8)           (5)          (24)          (15)
                                                -----         -----         -----         -----
Net periodic benefit cost                       $  77         $  83         $ 232         $ 249
                                                =====         =====         =====         =====
</TABLE>



                                     Page 10
<PAGE>


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

 9.  RETIREMENT BENEFITS (Continued)

     The Company's general funding policy for its pension and postretirement
     plans is to make contributions as required by applicable regulations. The
     Company may make a $3,000 to $5,000 voluntary contribution to its U.S.
     defined benefit pension plan during the fourth quarter of fiscal year 2004.
     The expected required contribution to the non-U.S. pension plan and the
     unfunded U.S. pension and postretirement healthcare plans will approximate
     $714 for fiscal year 2004 of which $528 was contributed as of August 28,
     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 third quarter and nine months ended August 28, 2004 and August
     30, 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.



                                     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                 Nine Months Ended
                                                -------------------------       -----------------------
                                                August 28,     August 30,       August 28,   August 30,
                                                   2004           2003             2004         2003
                                                ----------     ----------       ----------   ----------
<S>                                             <C>            <C>              <C>          <C>
Net sales:
     Engine/Mobile Filtration                   $  83,771      $  73,815         $ 237,563    $ 213,657
     Industrial/Environmental Filtration          102,646         98,683           289,857      284,904
     Packaging                                     19,792         18,149            52,773       49,355
                                                ---------      ---------         ---------    ---------
                                                $ 206,209      $ 190,647         $ 580,193    $ 547,916
                                                =========      =========         =========    =========

Operating profit:
     Engine/Mobile Filtration                   $  16,892      $  15,137         $  48,306    $  42,076
     Industrial/Environmental Filtration            8,457          6,218            17,785       14,008
     Packaging                                      1,665          1,300             2,954        2,596
     Relocation costs                              (1,514)            --            (1,939)          --
                                                ---------      ---------         ---------    ---------
                                                $  25,500      $  22,655         $  67,106    $  58,680
Other income (expense)                               (278)           (71)               90         (400)
                                                ---------      ---------         ---------    ---------
Earnings before income taxes and
      minority earnings                         $  25,222      $  22,584         $  67,196    $  58,280
                                                =========      =========         =========    =========

Identifiable assets:
          Engine/Mobile Filtration                                               $ 167,964    $ 148,613
          Industrial/Environmental Filtration                                      301,119      294,573
          Packaging                                                                 41,924       43,407
          Corporate                                                                 66,090       50,595
                                                                                 ---------    ---------
                                                                                 $ 577,097    $ 537,188
                                                                                 =========    =========
</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). 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.


                                     Page 12


<PAGE>


 Part I - Item 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

CLARCOR reported record sales, operating profit and net earnings for the third
quarter of 2004. Sales increased 8.2%, operating profit increased 12.6% and net
earnings increased 11.0% over the same quarter in 2003. A small acquisition that
was completed in second quarter 2004 added approximately $1,700,000 in sales for
the third quarter 2004 with no material impact on operating profit or net
earnings.

Net sales of $206,209,000 increased 8.2% from $190,647,000 reported for the
third quarter of 2003. Approximately one percentage point of the increase
resulted from the acquisition and the impact of favorable currency translation
rates.

The Engine/Mobile Filtration segment reported increased sales of 13.5% to
$83,771,000 from $73,815,000 in 2003. Sales increased approximately 2.5 points
due to sales from an acquisition completed in the first quarter of 2004 and
favorable currency translation. The additional sales growth of approximately
11.0 percentage points was primarily due to increased sales of heavy-duty engine
and railroad filters. Increased sales to aftermarket distribution, both domestic
and international, and to OEM customers and dealers primarily drove this sales
growth. Sales prices were increased as a result of higher raw material costs,
principally metal products, and contributed approximately $3,000,000 of the
sales growth for the 2004 quarter.

The Company's Industrial/Environmental Filtration segment recorded a 4.0%
overall increase in sales to $102,646,000 for the 2004 quarter from $98,683,000
for the 2003 third quarter. The increased sales level was primarily due to
strong demand for filters used in aerospace and oil and gas drilling
applications. Additionally, a small increase in sales for air quality equipment
reflects recent improved economic activity in the United States. Sales of HVAC
filters were slightly lower than the prior year quarter due primarily to poor
weather conditions and reduced filter usage. Approximately one percentage point
of the segment's sales increase was related to favorable currency fluctuations
and increases in the selling prices of its products during the 2004 quarter.

The Packaging segment reported sales of $19,792,000 compared to $18,149,000 in
2003. Sales increases for the quarter were related to flat sheet metal
decorating; however, these increases were offset partially by reduced sales of
plastic packaging and metal containers. Sales prices were increased as a result
of higher raw material costs for metal and contributed approximately $450,000 of
the sales growth for the 2004 quarter.

Operating profit for the third quarter of 2004 was $25,500,000 compared to
$22,655,000 in 2003, a 12.6% 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 substantially offset by price adjustments to
customers. Included in selling and administrative expenses for the 2004 quarter
were costs of approximately $550,000 related to activities required for
compliance with Sarbanes-Oxley Rule Section 404 (404 Compliance) and
approximately $1,514,000 related to the relocation of the corporate offices to
the Nashville, Tennessee area. Operating margin improved to 12.4% of sales
compared to 11.9% in 2003.


                                     Page 13

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

The Engine/Mobile Filtration segment recorded operating profit of $16,892,000,
an 11.6% increase compared to 2003. This increase resulted primarily from sales
growth, cost reduction programs and favorable domestic plant capacity
utilization that offset higher raw material costs, 404 Compliance costs and
employee insurance costs. One of the segment's operations in the U.K. performed
significantly below expectations in the quarter due in part to the integration
of a small acquisition and due to lower than expected sales levels. The
segment's operating margin was 20.2% compared to 20.5% recorded in the third
quarter of 2003.

The Industrial/Environmental Filtration segment reported operating profit of
$8,457,000 in 2004 compared to $6,218,000 in 2003, a 36.0% increase. Sales
increases in aerospace and oil and gas drilling markets contributed to the
improved profit in conjunction with cost reduction initiatives and restructuring
and integration programs. The segment's operating margin improved to 8.2%
compared to 6.3% in the 2003 quarter.

The Packaging segment's operating profit in the 2004 quarter was $1,665,000
compared to $1,300,000 in 2003. The increase resulted from improved utilization
and efficiencies of metal decorating facilities partially offset by unfavorable
absorption related to reduced plastic product and metal container sales.
Material cost increases were substantially offset by sales price increases.
Operating margin improved to 8.4% in the 2004 quarter compared to 7.2% in 2003.

Net other expense for the 2004 quarter totaled $278,000 compared to net other
expense of $71,000 in 2003. Interest expense of $107,000 in 2004 was
significantly lower than $357,000 recorded in 2003 as a result of lower debt
balances during the 2004 period. Interest income of $170,000 in 2004 was higher
than $59,000 recorded in 2003 as a result of higher cash balances during the
2004 period. A small distribution business in Mexico was sold during the quarter
and resulted in a loss on disposal of approximately $328,000 which includes a
foreign currency translation loss.

Earnings before income taxes and minority interests for the third quarter of
2004 totaled $25,222,000, compared to $22,584,000 in the comparable quarter last
year. The provision for income taxes in 2004 was $9,257,000 compared to
$8,239,000 in 2003. The effective rate was 36.7% in 2004 and 36.5% in 2003.

Net earnings in the third quarter of the current year were $15,875,000, or $0.61
per share on a diluted basis. Net earnings in the third quarter of 2003 were
$14,304,000, or $0.56 per share on a diluted basis. Diluted average shares
outstanding were 25,869,507 at the end of the third quarter of 2004, an increase
of 1.3% from the average of 25,534,741 for the 2003 quarter.

NINE MONTHS OF 2004 COMPARED TO NINE MONTHS OF 2003.

Net sales increased to $580,193,000 from $547,916,000 in 2003, a 5.9% increase.
The sales increase includes approximately $3,100,000 recorded in the 2004 second
and third quarters from a small acquisition. Sales increases were recorded in
each of the Company's segments. Approximately one-half percentage point of the
increase in sales is due to favorable currency exchange rates.

The Engine/Mobile Filtration segment reported sales of $237,563,000 in the 2004
period compared to $213,657,000 in the 2003 nine-month period, an 11.2%
increase. The sales increase was primarily from heavy-duty engine and railroad
filtration growth. The heavy-duty sales growth


                                     Page 14
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

resulted from additional sales through aftermarket and national account
distribution, sales to OEM customers and dealers, 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 four
percentage points of the sales increase.

The Industrial/Environmental Filtration segment reported sales of $289,857,000,
a 1.7% increase over 2003 nine-month sales of $284,904,000. This increase
resulted primarily from strong sales of filters used in oil and gas drilling,
aviation and aerospace applications offset partially by reduced sales of HVAC
filters used in building maintenance. Approximately one-half percentage point of
the overall sales increase was related to favorable currency translation and
increases in the selling prices of its products during the 2004 nine-month
period.

Packaging segment sales of $52,773,000 were 6.9% higher than sales in the 2003
nine-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 nine-month period.
Price changes, due primarily to increased metal costs, contributed approximately
one percentage point of the sales growth.

Operating profit for the 2004 nine-month period totaled $67,106,000 compared to
$58,680,000 in 2003, an increase of 14.4%. The improvement in operating profit
resulted primarily from increased sales. 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
nine-month period were costs of approximately $1,250,000 related to 404
Compliance activities and approximately $1,939,000 related to the relocation of
the corporate offices to the Nashville, Tennessee area. Foreign currency
fluctuations in 2004 did not significantly impact operating profit. Operating
margin improved to 11.6% of sales compared to 10.7% in 2003.

The Engine/Mobile Filtration segment reported operating profit of $48,306,000
for the nine-month period, a 14.8% 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 substantially offset by sales price increases. Continued cost
reduction programs also improved the segment's operating profit. The segment's
operating margin was 20.3% compared to 19.7% reported for the 2003 nine-month
period.

The Industrial/Environmental Filtration segment reported operating profit of
$17,785,000 compared to $14,008,000 for the 2003 nine-month period. This
increase of 27.0% 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. The segment's operating margin improved to
6.1% compared to 4.9% in the 2003 nine-month period.

The Packaging segment reported operating profit of $2,954,000 for the 2004
nine-month period compared to $2,596,000 in the 2003 period. The 13.8%
improvement resulted primarily from increased utilization of capacity related to
flat sheet decorating in the 2004 third quarter and improved operating
efficiencies. The segment's operating margin for the 2004 period was 5.6%
compared to 5.3% in 2003.




                                    Page 15
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

Net other income for the 2004 nine-month period of $90,000 included a gain of
$720,000 from the first quarter 2004 sale of a building, a $328,000 loss on the
disposal of a distribution business in Mexico in the third quarter of 2004,
interest expense of $334,000, foreign currency translation income of $2,000 and
interest income of $307,000. Net other expense in 2003 of $400,000 included
interest expense of $1,331,000, foreign currency translation income of
$1,003,000 and interest income of $189,000. Interest expense was lower in 2004
due to significantly lower debt balances during the 2004 nine-month period and
fluctuations in currency exchange rates in 2003 caused the change in net
currency income.

Earnings before income taxes and minority interests for the 2004 nine-month
period totaled $67,196,000, compared to $58,280,000 in the prior year period.
The provision for income taxes in 2004 was $24,527,000 compared to $21,254,000
in 2003. The effective tax rate was 36.5% in 2004 and 2003. The Company expects
the effective tax rate for fiscal 2004 will be approximately 36.5%.

Net earnings in the 2004 nine-month period were $42,450,000, or $1.65 per share
on a diluted basis. Net earnings in the 2003 nine-month period were $36,947,000,
or $1.46 per share on a diluted basis. Diluted average shares outstanding were
25,780,426 for the 2004 period and 25,280,719 for the 2003 nine-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 was $44,675,000 for the nine-month 2004
period compared to $53,570,000 in 2003. The decrease resulted from an expected
additional investment in working capital for accounts receivable and inventories
in the third quarter of 2004. Cash flows for investing activities totaled
$17,991,000 in the 2004 nine-month period and included $15,089,000 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 $1,969,000
that was received from the sale of plant assets. In the 2003 period, $8,877,000
was used for additions to plant assets. Cash flows used in financing activities
totaled $8,754,000 in 2004 and included $292,000 for net repayments on debt
agreements and $9,563,000 used for dividend payments. Cash flows used in
financing activities of $49,161,000 in 2003 included net repayments on debt
agreements of $45,189,000 and dividend payments of $9,218,000.

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
third quarter of 2004, there was no outstanding balance on a $165 million
multicurrency revolving credit facility. However, subsequent to the end of the
2004 third quarter, the Company acquired the operating assets and assumed
certain liabilities of United EFP, a manufacturer of filtration products for the
plastic and polymer fiber industries, which will be financed through available
cash balances and debt of approximately $10 million. The credit facility
includes a $40 million letter of credit line subline, against which $14,110,000
had been issued at the end of the third quarter of 2004 primarily to support
industrial revenue bonds. Other long-term debt, primarily industrial revenue
bonds, totaled $17,325,000 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 its debt agreements.


                                     Page 16


<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

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 $23,000,000 to $26,000,000 and will be used
primarily for normal facility improvements, productivity improvements, expansion
and improvements to technical centers, and to support new products. 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 as of third
quarter 2004 for 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>


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 may make a voluntary contribution in the fourth
quarter of 2004 to its defined benefit pension plan of approximately $3,000,000
to $5,000,000. 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 2004 third quarter reflected
cash and short-term investments of $26,281,000, an increase from $8,348,000 at
year-end 2003. Most of the 2004 quarter-end cash balance was used for an
acquisition early in the fourth quarter of 2004. At the end of the third quarter
2004 compared to year-end 2003, accounts receivable increased by $8,721,000 and
inventories increased $10,015,000 from the year-end level. The accounts
receivable increase was primarily due to higher sales levels in the 2004 quarter
and 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 third quarter was 2.7 compared to 2.3 at the end of fiscal 2003.
Goodwill increased $3,722,000 primarily as a result of the 2004 second quarter
acquisition. The ratio of total debt to total capitalization was 4.1% at the end
of the 2004 third quarter compared to the year-end 2003 level of 4.5%. As a
result of the fourth quarter 2004 acquisition, total debt to total
capitalization will increase to approximately 6.3%. At the end of the third
quarter 2004, CLARCOR had 25,562,886 shares of common stock outstanding.



                                    Page 17
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


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 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
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

The Company expects sales growth to continue in the fourth quarter of 2004 and
again in fiscal 2005. 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 customers and dealers, and sales of new
products. Sales are expected to increase for the Industrial/Environmental
segment for specialty process liquid filtration products and for HVAC


                                     Page 18


<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

products 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 also expected to continue
for the Packaging segment.

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 $2.31 to $2.36
range. This range includes estimated costs related to moving the Company's
headquarters to the Nashville area that are not expected to exceed $0.05 per
share. The majority of these costs were 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 increased 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 of approximately $500,000 related to 404 Compliance are
expected for the remainder of 2004. 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 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. The fourth
quarter 2004 acquisition of United EFP is not expected to materially impact the
results of operations for fourth quarter 2004. For fiscal 2005, United EFP will
add approximately $25 million in sales to the Industrial/Environmental
Filtration segment and it is expected to favorably impact operating profit and
net earnings.

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, and purchasing patterns of
distributors and customers; changes in costs of raw materials, insurance,
pensions and energy; 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 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


                                     Page 19


<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

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 20
<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 August 28, 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 August 28, 2004 that has materially affected, or is
         reasonably likely to materially affect, the Company's internal control
         over financial reporting.



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<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 August 28, 2004. However, upon
the exercise of stock options during the quarter, 198,716 shares were exchanged
by option holders in payment of the related exercise price and income taxes.


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.      Reports Filed on Form 8-K During the Third Quarter Ended August 28,
        2004.

                 Form 8-K dated June 7, 2004 reporting Item 5--Other Events and
                 Regulation FD Disclosure. Item 5 disclosed that Mr. Robert H.
                 Jenkins replaced Paul Donovan as a member of the Audit
                 Committee of the Company.

                 Form 8-K dated June 16, 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 June 16,
                 2004".



                                     Page 22

<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)



   September 17, 2004                            By    /s/ Norman E. Johnson
------------------------                           -----------------------------
         (Date)                                          Norman E. Johnson
                                                       Chairman of the Board,
                                                        President and Chief
                                                         Executive Officer



   September 17, 2004                            By     /s/ Bruce A. Klein
------------------------                           -----------------------------
         (Date)                                           Bruce A. Klein
                                                   Vice President - Finance and
                                                      Chief Financial Officer




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