<PAGE>   1
                                      
                      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 30, 1998
                                   _______
                                      
                                      
                                      
                                      
                    REGISTRANT:  CLARCOR Inc.   (Delaware)
                                   _______
                                      



<PAGE>   2
                                      
                                      
                                  FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549
                                      
                                      
              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
                                      
For the Quarter Ended May 30, 1998                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 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.


                     24,438,377 common shares outstanding
                   ----------------------------------------
                                       
                                       

                                 Page 1 of 13
                                       
                                       
<PAGE>   3
Part I - Item 1

                                CLARCOR Inc.
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                           (Dollars in thousands)
                                  ________
<TABLE>
<CAPTION>
                                                                May 30,       November 30,
                      ASSETS                                     1998             1997
                                                              -----------     ------------
                                                              (unaudited)
<S>                                                           <C>             <C>
Current assets:
  Cash and short-term cash investments                        $    27,569     $     30,324
  Accounts receivable, less allowance for losses
    of $2,939 for 1998 and $2,106 for 1997                         64,837           62,387
  Inventories:
      Raw materials                                                19,527           19,980
      Work in process                                               8,777            8,547
      Finished products                                            32,370           29,755
                                                              -----------     ------------
         Total inventories                                         60,674           58,282
                                                              -----------     ------------
  Prepaid expenses                                                  1,348            1,417
  Other current assets                                              5,396            8,117
                                                              -----------     ------------
      Total current assets                                        159,824          160,527
                                                              -----------     ------------
Plant assets, at cost                                             186,738          180,619
   less accumulated depreciation                                 (102,757)         (97,714)
                                                              -----------     ------------
                                                                   83,981           82,905
                                                              -----------     ------------
Excess of cost over fair value of assets acquired,
   less accumulated amortization                                   19,616           15,777
Pension assets                                                     15,223           13,897
Other noncurrent assets                                            14,009            9,413
                                                              -----------     ------------
                                                              $   292,653    $     282,519
                                                              ===========     ============

                     LIABILITIES

Current liabilities:
  Current portion of long-term debt                           $       825    $       1,140
  Accounts payable                                                 24,051           22,168
  Income taxes                                                      2,858            4,944
  Accrued and other liabilities                                    25,694           25,985
                                                              -----------     ------------
      Total current liabilities                                    53,428           54,237
                                                              -----------     ------------
Long-term debt, less current portion                               37,606           37,656
Long-term pension liabilities                                       8,643            7,556
Other long-term liabilities                                        10,795           11,011
Minority interests                                                    852              897

Contingencies

                SHAREHOLDERS' EQUITY 

Capital stock                                                      24,438           16,162
Retained earnings                                                 154,723          154,843
Other shareholders' equity                                          2,168              157
                                                              -----------     ------------
                                                                  181,329          171,162
                                                              -----------     ------------
                                                              $   292,653     $    282,519
                                                              ===========     ============
</TABLE>

           See Notes to Consolidated Condensed Financial Statements

                                 Page 2 of 13
                                       

<PAGE>   4
                                      
                                 CLARCOR Inc.
                CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                 (Dollars in thousands except per share data)
                                 (Unaudited)
                                  _________
<TABLE>
<CAPTION>
                                                       Three Months Ended              Six Months Ended
                                                   --------------------------      -------------------------
                                                      May 30,        May 31,        May 30,        May 31,
                                                       1998           1997           1998           1997
                                                   ----------   -------------      -----------   ------------
<S>                                               <C>            <C>               <C>            <C>
Net sales                                         $   107,266   $     96,684       $   205,052   $   183,642
Cost of sales                                          72,417         66,818           141,428       129,268
                                                   ----------   -------------      -----------   ------------
  Gross profit                                         34,849         29,866            63,624        54,374

Selling and administrative expenses                    21,434         17,995            41,319        35,161
Merger-related expenses                                     -              -                 -         2,972
                                                   ----------   -------------      -----------   ------------
  Operating profit                                     13,415         11,871            22,305        16,241
                                                   ----------   -------------      -----------   ------------
Other income (expense):
 Interest expense                                        (614)          (635)           (1,178)       (1,440)
 Interest income                                          195            171               633           459
 Gain on sale of marketable securities                      -              -                 -         1,706
 Other, net                                              (183)          (143)             (414)          (54)
                                                   ----------   -------------      -----------   ------------
                                                         (602)          (607)             (959)          671
                                                   ----------   -------------      -----------   ------------
  Earnings before income taxes and
   minority interests                                  12,813         11,264            21,346        16,912

Provision for income taxes                              4,753          4,176             7,958         6,786
                                                   ----------   -------------      -----------   ------------
  Earnings before minority interests                    8,060          7,088            13,388        10,126

Minority interests in earnings of subsidiaries            (30)           (40)              (21)          (61)
                                                   ----------   -------------      -----------   ------------
Net earnings                                      $     8,030   $      7,048      $     13,367   $    10,065
                                                   ==========   =============      ===========   ============
Net earnings per common share *
  Basic                                           $      0.33   $       0.29      $       0.55   $      0.42
                                                   ==========   =============      ===========   ============
  Diluted                                         $      0.32           0.29              0.54          0.41
                                                   ==========   =============      ===========   ============
Average number of common shares outstanding *
  Basic                                            24,396,524     24,116,004        24,336,846    24,047,133
                                                   ==========   =============      ===========   ============
  Diluted                                          24,784,824     24,412,553        24,642,138    24,338,402
                                                   ==========   =============      ===========   ============
Dividends paid per share *                        $    0.1100   $     0.1083      $     0.2200   $    0.2166
                                                   ==========   =============      ===========   ============
</TABLE>

*Adjusted to reflect a three-for-two stock split effective April 24, 1998.

           See Notes to Consolidated Condensed Financial Statements
                                 Page 3 of 13
                                       



<PAGE>   5
                                      
                                 CLARCOR Inc.
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Dollars in thousands)
                                 (Unaudited)
                                   ________
<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                  ---------------------
                                                                    May 30,     May 31,
                                                                     1998        1997
                                                                  ----------   --------
<S>                                                                <C>       <C>
Cash flows from operating activities:
  Net earnings                                                      $13,367    $ 10,065
  Depreciation and amortization                                       6,220       5,911
  Gain on sale of marketable securities                                 -        (1,706)
  Changes in assets and liabilities                                  (8,476)     (5,239)
  Other, net                                                             92        (192)
                                                                  ----------   --------
         Net cash provided by operating activities                   11,203       8,839
                                                                  ----------   --------
Cash flows from investing activities:
  Additions to plant assets                                          (6,948)     (5,377)
  Business acquisitions, net of cash acquired                        (4,800)       (846)
  Investment in affiliate                                              (260)        (38)
  Proceeds from sale of marketable securities                           -         3,322
  Proceeds from note receivable                                       2,500         -
  Dispositions of plant assets                                          510         302
                                                                  ----------   --------
         Net cash used in investing activities                       (8,998)     (2,637)
                                                                  ----------   --------
Cash flows from financing activities:
  Borrowings under long-term debt                                       -         1,000
  Reduction of long-term debt                                        (1,127)    (12,845)
  Cash dividends paid                                                (5,342)     (5,005)
  Other, net                                                          1,556       1,211
                                                                  ----------   --------
         Net cash used in financing activities                       (4,913)    (15,639)
                                                                  ----------   --------
Net effect of exchange rate changes on cash                             (47)       (101)
                                                                  ----------   --------
Net change in cash and short-term cash investments                   (2,755)     (9,538)

Cash and short-term cash investments,
  beginning of period                                                30,324      18,827
                                                                  ----------   --------
Cash and short-term cash investments,
  end of period                                                     $27,569    $  9,289
                                                                  ==========   ========
Cash paid during the period for:
  Interest                                                          $ 1,231    $  1,567
                                                                  ==========   ========
  Income taxes                                                      $ 8,958    $  6,622
                                                                  ==========   ========
</TABLE>


           See Notes to Consolidated Condensed Financial Statements
                                 Page 4 of 13
                                       
                                       
<PAGE>   6


CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
--------------------------------------------------------------------------------

1.   CONSOLIDATED FINANCIAL STATEMENTS

     The November 30, 1997 consolidated balance sheet data was derived from
     CLARCOR's year-end audited financial statements, but does not include all
     disclosures required by generally accepted accounting principles.  Certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted.

     The consolidated condensed balance sheet as of May 30, 1998, the
     consolidated condensed statements of earnings and the consolidated
     condensed statements of cash flows for the periods ended May 30, 1998, and
     May 31, 1997, 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, 1997 annual report to shareholders.  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 30, 1998 are not necessarily indicative of the
     operating results for the full year.


2.   STOCK SPLIT AND EARNINGS PER SHARE

     On March 24, 1998, the Company declared a three-for-two stock split
     effected in the form of a 50% stock dividend distributable April 24, 1998
     to shareholders of record April 10, 1998.  In connection therewith, the
     Company transferred $8,145 from retained earnings to common stock,
     representing the par value of additional shares issued.  All share and per
     share amounts for all periods presented have been adjusted to reflect the
     stock split.

     During the quarter ended February 28, 1998, the Company adopted Statement 
     of Financial Accounting Standards No. 128, "Earnings per Share" (EPS), 
     which simplifies the calculation of earnings per share and requires
     presentation of both basic and diluted earnings per share on the
     Consolidated Condensed Statements of Earnings.  Diluted earnings per share
     reflects the impact of outstanding stock options 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 EPS.


                                      
                                 Page 5 of 13
                                      
                                      
<PAGE>   7


CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)  Continued
--------------------------------------------------------------------------------

2.   STOCK SPLIT AND EARNINGS PER SHARE (Continued)

<TABLE>
<CAPTION>
                                                                       Quarter Ended           Six Months Ended
                                                                -------------------------    ------------------------
                                                                  May 30,      May 31,         May 30,      May 31,
                                                                   1998         1997            1998         1997
                                                                -------------------------    ------------------------
<S>                                                             <C>         <C>              <C>          <C>
Net Earnings (Numerator)                                        $     8,030 $     7,048      $    13,367  $    10,065

Basic EPS:
  Weighted average number of common
  shares outstanding (denominator)                               24,396,524  24,116,004       24,336,846   24,047,133

    Basic per share amount                                      $      0.33 $      0.29      $      0.55  $      0.42

Diluted EPS:
  Weighted average number of common
   shares outstanding                                            24,396,524  24,116,004       24,336,846   24,047,133
  Effect of dilutive securities due to
   stock options                                                    388,300     296,549          305,292      291,269
                                                                -----------  ------------    -----------  -----------
    Diluted weighted average number
     of common shares outstanding
     (denominator)                                               24,784,824  24,412,553       24,642,138   24,338,402

    Diluted per share amount                                    $      0.32 $      0.29      $      0.54  $      0.41
</TABLE>

3.   BUSINESS COMBINATIONS AND MERGER-RELATED COSTS

     On February 20, 1998, the Company purchased Air Technologies, Inc.
     (ATI), an Ottawa, Kansas manufacturer of air filtration products for cash. 
     ATI is part of Airguard Industries Inc., a subsidiary of the Company.  The
     acquisition did not have a significant impact on the results of the
     Company.

     On February 28, 1997, the Company completed its acquisition of United
     Air Specialists, Inc. (UAS), a manufacturer of air quality equipment based
     in Cincinnati, Ohio.  The Company issued 1,622,612 shares (on a post-split
     basis) of its common stock in exchange for all the shares of UAS stock.
     Additional shares of its common stock (approximately 191,385 shares on a
     post-split basis) will be issued upon exercise of UAS options.  The
     transaction has been structured as a statutory merger accounted for as a
     pooling of interests.   As a result of the acquisition, UAS became a
     subsidiary of the Company.  During the first quarter of 1997, the Company
     incurred a one-time pre-tax charge of $2,972 ($2,390 net of tax) covering
     the costs of the merger including legal and professional fees, non-compete
     agreements, and costs to integrate the businesses of the two companies.

                                       
                                 Page 6 of 13
                                       

<PAGE>   8

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)  Continued
--------------------------------------------------------------------------------

4.   SEGMENT DATA

     The Company operates in three principal product segments: Engine/Mobile 
     Filtration, Industrial/Environmental Filtration, and Consumer Packaging. 
     The segment data for the quarter and six-month periods ended May 30, 1998
     and May 31, 1997, 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>
                                                           1998
                                            --------------------------------------
                                                 Quarter Ended                     
                                            -----------------------        Six
                                            Feb. 28         May 30        Months
                                            --------------------------------------
<S>                                         <C>            <C>            <C>
NET SALES BY SEGMENT:
  Engine/Mobile Filtration                  $51,625        $ 57,916       $109,541
  Industrial/Environmental Filtration        31,621          32,442         64,063
  Consumer Packaging                         14,540          16,908         31,448
                                            --------------------------------------
                                            $97,786        $107,266       $205,052
                                            ======================================
OPERATING PROFIT BY SEGMENT:
  Engine/Mobile Filtration                  $ 7,418        $ 10,210       $ 17,628
  Industrial/Environmental Filtration           538           1,332          1,870
  Consumer Packaging                            934           1,873          2,807
                                            --------------------------------------
                                            $ 8,890        $ 13,415       $ 22,305
                                            ======================================



                                                           1997
                                            --------------------------------------
                                                 Quarter Ended                     
                                            -----------------------        Six
                                            March 1         May 31        Months
                                            --------------------------------------
<S>                                         <C>            <C>            <C>
NET SALES BY SEGMENT:
  Engine/Mobile Filtration                  $46,353        $53,526        $ 99,879
  Industrial/Environmental Filtration        26,201         25,778          51,979
  Consumer Packaging                         14,404         17,380          31,784
                                            --------------------------------------
                                            $86,958        $96,684        $183,642
                                            ======================================
OPERATING PROFIT BY SEGMENT:
  Engine/Mobile Filtration                  $ 6,282        $ 9,065        $ 15,347
  Industrial/Environmental Filtration           214            772             986
  Consumer Packaging                            846          2,034           2,880
                                            --------------------------------------
                                              7,342         11,871          19,213
  Merger-related expenses                    (2,972)             -          (2,972)
                                            --------------------------------------
                                            $ 4,370        $11,871        $ 16,241
                                            ======================================
</TABLE>

                                  Page 7 of 13
                                       
<PAGE>   9

Part II - Item 2

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

On March 24, 1998, CLARCOR's Board of Directors declared a three-for-two stock
split of its common shares effected in the form of a 50% stock dividend
effective April 24, 1998.  All appropriate amounts have been adjusted to
reflect the stock split.  On February 28, 1997, the Company completed the
merger with United Air Specialists, Inc. (UAS) which was accounted for as a
pooling of interests, and as a result, all periods presented include UAS.  The
first quarter of 1997 included the effect of costs related to the UAS merger of
$2,972,000 (after-tax, $2,390,000 or $0.10 basic and diluted earnings per
share) and a gain from the sale of marketable securities of $1,706,000
(after-tax, $1,092,000 or $0.05 basic and $0.04 diluted earnings per share).

RESULTS OF OPERATIONS

SECOND QUARTER 1998 COMPARED WITH SECOND QUARTER OF 1997.

CLARCOR's results of operations in the second quarter of 1998 were at record
levels as a result of strong performance by the Company's filtration segments.

Net sales of $107,266,000 increased 10.9% over the 1997 quarter.  The
Engine/Mobile Filtration segment recorded increased sales of 8.2% over the 1997
quarter as a result of higher levels of shipments for each product line,
heavy-duty, light-duty and railroad filtration products.  The
Industrial/Environmental Filtration segment recorded a 25.8% increase in sales
over the 1997 quarter as a result of increased shipments for both Airguard and
UAS and the additional sales from ATI.  Excluding the ATI sales, the segment's
second quarter sales increased approximately 17% over 1997.  Net sales for the
Consumer Packaging segment were 2.7% lower, primarily as a result of the sale
in the fourth quarter of 1997 of the segment's aluminum tube division.
Excluding the impact of the tube sales in 1997, sales from the segment's
ongoing operations increased approximately 8.6% over 1997.

Operating profit for the second quarter 1998 increased 13.0% from the 1997
quarter and resulted primarily from the increased shipment levels and
productivity increases.   Operating margin for the quarter increased to 12.5%
compared to 9.1% for the first quarter of 1998 and 12.3% for the second quarter
of 1997.  Competitive pricing pressure in each segment continues to be offset
by cost reductions and productivity improvements.  The Engine/Mobile Filtration
segment's operating profit increased 12.6% on the strength of the higher sales
levels and from productivity increases at each of the manufacturing facilities.
Substantially improved operating profit by the Industrial/Environmental
Filtration segment resulted from significant increases in sales for the quarter
and the ongoing manufacturing improvement initiatives at each location.
Operating profit was 7.9% lower for the Consumer Packaging segment.  The lower
level of operating profit resulted from a change in the product mix of
shipments for the quarter, charges related to several customer accounts which
are being closely monitored for collection, and the profit included in 1997
from the Tube Division which did not recur in 1998.

Earnings before income taxes and minority interests increased to $12,813,000
from $11,264,000 recorded in the 1997 quarter primarily as a result of the
$1,544,000 increase in operating profit.  Net other expense was approximately
$600,000 in both quarters.


                                 Page 8 of 13
                                      

<PAGE>   10
                                      
                                      
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                      
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

The provision for income taxes increased to $4,753,000 in 1998 and the
effective tax rate was 37.1% for both the 1998 and 1997 quarters.

Net earnings for the quarter of $8,030,000 resulted in basic earnings per share
of $0.33 compared to $0.29 in 1997, an increase of 13.8% and diluted earnings
per share increased 10.3% to $0.32 compared to $0.29 in the 1997 quarter.

SIX MONTHS 1998 COMPARED TO SIX MONTHS OF 1997.

Net sales of $205,052,000 increased 11.7% from $183,642,000 reported for the
first six months of fiscal 1997.  The Engine/Mobile Filtration segment reported
increased sales of 9.7% to $109,541,000 from $99,879,000 recorded in 1997.
This increase resulted from  growth in heavy-duty and light-duty aftermarket
sales and increased sales of filtration products for the railroad industry.
The Company's Industrial/Environmental Filtration segment recorded increased
sales of 23.2% for 1998 over 1997.  This sales increase included a significant
sale in the first quarter of 1998 of gas turbine filtration equipment and
filters to an overseas buyer.  Excluding this sale, the segment's sales level
increased approximately 18% over 1997 and included higher sales for both
Airguard and UAS compared to 1997 and ATI sales from the February 20, 1998
acquisition date.  The Consumer Packaging segment reported a 1.1% decrease in
sales for the 1998 six-month period; however, the 1997 period included
approximately $3,500,000 in sales from the segment's Tube Division which was
sold in November 1997.  Excluding the sales from the Tube Division in 1997, the
segment's 1998 sales increased 11.1% for the six-month period.  The segment's
metal and plastics sales both increased in 1998 compared to 1997.

Operating profit for the 1998 six-month period was $22,305,000, which compares
to $16,241,000 in 1997.  The 1997 operating profit was reduced by
merger-related costs of $2,972,000.  Excluding the merger costs recorded in
1997, operating profit increased 16.1% to $22,305,000 in 1998 from $19,213,000
in 1997.  Operating profit was 10.9% of net sales in 1998 compared to 10.5%,
excluding the merger-related costs, in 1997.

The Engine/Mobile Filtration segment recorded an operating profit increase of
14.9% in the 1998 six-month period as a result of higher sales volumes,
continued productivity improvements, and significantly improved operating
results for the segment's light-duty product line from the 1997 six-month
period. The Industrial/Environmental Filtration segment reported an increase of
$884,000 in operating profit in 1998 to $1,870,000 due to increased sales
volumes and productivity improvements from both of the segment's operating
companies.  Although the Consumer Packaging segment benefited from higher sales
levels from both the metal and plastic product lines, operating profit
decreased 2.5% as a result of  product mix changes, charges for several
customer account balances, and the 1997 profit from the Tube Division which did
not recur in 1998.

Net other expense of $959,000 in 1998 included reduced interest expense and
higher interest income than recorded in 1997 as a result of lower debt and
higher cash balances during the 1998 six-month period.  The first quarter of
1997 also included a $1,706,000 gain from the sale of shares held by the
Company in G.U.D. Holdings Ltd. (GUD).
                                      
                                      
                                 Page 9 of 13
                                      
<PAGE>   11
                                      
                                      
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                      
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued


Earnings before income taxes and minority interests for the first six months of
1998 totaled $21,346,000, up from $16,912,000 in the comparable period last
year.  Excluding the merger-related costs and gain on sale of securities in
1997, earnings before income taxes and minority interests increased to
$21,346,000 from $18,178,000 in 1997 and resulted from increased operating
profit of $3,092,000 and reduced other expense of $76,000.

The provision for income taxes in 1998 was $7,958,000, an effective rate of
37.3%.  Certain of the merger-related costs recorded in 1997 were not fully
deductible for tax purposes which created an unusually high effective tax rate
of 40.1% of pre-tax earnings for the six-month 1997 period.

Net earnings in the 1998 period year were $13,367,000, or $0.55 basic earnings
per share and $0.54 per share on a diluted basis.  The 1997 net earnings for
the six-month period of $10,065,000, or $0.42 basic earnings per share and
$0.41 on a diluted basis, reflect the merger-related costs and the gain from
the sale of the GUD shares.  Without these two unusual items, 1997 net earnings
would have been approximately $11,363,000, or $0.47  per share on a basic and
diluted basis.

Average shares outstanding were 24,336,846 and diluted average shares
outstanding were 24,642,138 at the end of six months of 1998.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities totaled $11,203,000 and included
increased net earnings offset by increased investment in assets, net of
liabilities, from the first six months of 1997.   Cash flows used in investing
activities increased in the 1998 period primarily due to the cash used to
acquire Air Technologies, Inc. on February 20, 1998.  The 1998 period also
included $2,500,000 received as payment on a note receivable, and the 1997
period included the proceeds of $3,322,000 received from the sale of the GUD
shares.  Cash flows used by financing activities of $4,913,000 in 1998 included
payments on long-term debt of $1,127,000 and cash dividend payments of
$5,342,000.  The debt payments of $12,845,000 were higher in 1997 due to the
required payment schedules and payments on certain high cost debt assumed in
the UAS merger.  The additional borrowing of $1,000,000, which occurred in
first quarter 1997, was related to UAS' additional use of a line of credit
prior to the merger.

CLARCOR's current operations continue to generate adequate cash to fund
operating needs, pay dividends, and provide for the repayment of the Company's
long-term debt.  Sufficient lines of credit remain available to fund current
operating needs.  Capital expenditures of approximately $20,000,000 for fiscal
year 1998 will be greater than 1997 as a result of an expansion to the Kearney,
Nebraska facility.

The Company's financial position at the end of the second quarter was not
significantly different from fiscal year-end 1997.  Cash and short-term
investments totaled $27,569,000 at the end of the quarter, a reduction of
$2,755,000 from year-end.  On February 20, 1998, the Company


                                Page 10 of 13
                                      
                                      
<PAGE>   12


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

completed the acquisition of Air Technologies, Inc. for cash.  The current
ratio at the end of the second quarter was 3.0:1, the same level as at the end
of fiscal 1997.  The current year ratio of long-term debt to total
capitalization was 17.2% compared to 18.0%, the level at year-end 1997.

At the end of the second quarter, CLARCOR had 24,438,377 shares of common stock
outstanding.

OUTLOOK

The Company's domestic sales and order rate remain strong, although a slowdown
in order volume was noticed near the end of the second quarter.  In addition,
as reported at the end of the first quarter of 1998, the softening in export
sales to both Europe and Asia has continued throughout the second quarter.
Management continues to be watchful over these events and expects to reduce
operating costs, particularly in administrative areas, if these trends continue
or become significant to CLARCOR.  The Company believes that 1998 will be
another record year of sales, operating profit and net earnings for CLARCOR.

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 quarter, the mix of changes in distribution channels
through which the Company's products are sold, the timing and acceptance of new
products and product enhancements by the Company or its competitors, changes in
pricing, product life cycles, purchasing patterns of distributors and
customers, competitive conditions in the industry, business cycles affecting
the markets in which the Company's products are sold, extraordinary events,
such as litigation or acquisitions, including related charges, 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 the CLARCOR common stock
could be materially adversely affected.

                                      
                                Page 11 of 13
                                      
<PAGE>   13

Part II - Other Information

<TABLE>
<CAPTION>

<S>          <C>

Item 6a   -  Exhibit (11), Computations of Per Share Earnings are presented
             in Note 2 to the financial statements.

Item 6b   -  A Form 8-K was filed during the second quarter to report a
             three-for-two stock split declared by the Board of Directors on
             March 24, 1998 to shareholders of record on April 10, 1998
             effective April 24, 1998.
</TABLE>
                                      
                                Page 12 of 13
                                      
<PAGE>   14
                                      
                                      
                                  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)


   July 10, 1998                    By     /s/ Bruce A. Klein
--------------------                  ----------------------------------------
       (Date)                         Bruce A. Klein, Vice President - Finance
                                             and Chief Financial Officer


                                Page 13 of 13