<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 quarter ended August 31, 1996
                                       _______




                        REGISTRANT:  CLARCOR Inc.   (Delaware)
                                       _______


<PAGE>


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


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



For Quarter Ended August 31, 1996                 Commission File Number 0-3801


                                     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.


                         14,877,612 common shares outstanding
                         ------------------------------------


                                     Page 1 of 14

<PAGE>


PART I - ITEM 1
                                     CLARCOR Inc.
                        CONSOLIDATED CONDENSED BALANCE SHEETS
                                (Dollars in thousands)
                                   --------------


                                                      August 31,    November 30,
               ASSETS                                    1996           1995
                                                      -----------    ----------
                                                      (Unaudited)

Current assets:
   Cash and short-term cash investments                $  1,521      $  18,769
   Accounts receivable, less allowance for losses
       of $1,681 for 1996 and $1,557 for 1995            55,465         50,034
   Inventories:
       Raw materials                                     16,428         13,364
       Work in process                                   10,279          7,636
       Finished products                                 27,925         21,972
                                                     ----------     ----------

       Total inventories                                 54,632         42,972
                                                     ----------     ----------

   Prepaid expenses                                       3,464          2,018
   Other                                                  4,035          3,777
                                                     ----------     ----------

       Total current assets                             119,117        117,570
                                                     ----------     ----------

Plant assets, at cost                                   158,770        143,363
       less accumulated depreciation                    (81,658)       (76,327)
                                                     ----------     ----------
                                                         77,112         67,036
                                                     ----------     ----------

Marketable equity securities, at fair value               5,306          4,696
Excess of cost over fair value of assets acquired,
       less accumulated amortization                     15,283         14,893
Pension assets                                           12,253         11,218
Other noncurrent assets                                   9,498          7,849
                                                     ----------     ----------

                                                     $  238,569     $  223,262
                                                     ----------     ----------
                                                     ----------     ----------


                         LIABILITIES

Current liabilities:
   Current portion of long-term debt                   $  7,515       $  7,596
   Accounts payable                                      19,401         20,378
   Income taxes                                           1,979          2,013
   Accrued and other liabilities                         15,328         12,473
                                                     ----------     ----------
       Total current liabilities                         44,223         42,460
                                                     ----------     ----------

Long-term debt, less current portion                     37,035         34,417
Long-term pension liabilities                             6,536          5,226
Other long-term liabilities                               9,052         10,003
Minority interest                                           884            341

Contingencies

                    SHAREHOLDERS' EQUITY

Capital stock                                            14,878         14,825
Retained earnings                                       124,357        115,191
Other shareholders' equity                                1,604            799
                                                     ----------     ----------
                                                        140,839        130,815
                                                     ----------     ----------

                                                     $  238,569     $  223,262
                                                     ----------     ----------
                                                     ----------     ----------



                   See Notes to Consolidated Financial Statements.


                                     Page 2 of 14


<PAGE>

                                     CLARCOR Inc.
                    CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
                     (Dollars in thousands except per share data)
                                     (Unaudited)
                                     -----------

 <TABLE>
<CAPTION>
                                                      Three Months Ended            Nine Months Ended
                                                 ------------------------           ---------------------
                                                 August 31,     September 2,   August 31,     September 2,
                                                   1996           1995           1996           1995
                                                 ----------     ------------   ---------      -----------

<S>                                                <C>            <C>           <C>            <C>
Net sales                                          $  88,925      $  71,829     $  242,583     $  204,444
Cost of sales                                         64,089         51,349        174,234        146,173
                                                  ----------     ----------     ----------     ----------

    Gross profit                                      24,836         20,480         68,349         58,271

Selling and administrative expenses                   13,739         10,751         40,560         33,243
                                                  ----------     ----------     ----------     ----------

    Operating profit                                  11,097          9,729         27,789         25,028
                                                  ----------     ----------     ----------     ----------

Other income (expense):
Interest expense                                        (719)          (661)        (2,390)        (1,804)
Interest income                                          169            227            641            609
Minority interest in earnings of subsidiaries            (53)            21           (109)            61
Other, net                                               (11)            20            (24)           228
                                                  ----------     ----------     ----------     ----------

                                                        (614)          (393)        (1,882)          (906)
                                                  ----------     ----------     ----------     ----------

         Earnings before income taxes                 10,483          9,336         25,907         24,122

Provision for income taxes                             3,957          3,450          9,641          9,358
                                                  ----------     ----------     ----------     ----------

Net earnings                                        $  6,526       $  5,886      $  16,266      $  14,764
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------


Net earnings per common share:                     $    0.44      $    0.40      $    1.10      $    1.00
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------
Average number of common shares
outstanding                                       14,873,362     14,813,088     14,854,008     14,793,544
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------
Dividends paid per share                           $  0.1600      $  0.1575      $  0.4800      $  0.4725
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------





</TABLE>


                   See Notes to Consolidated Financial Statements.





                                     Page 3 of 14


<PAGE>


                                     CLARCOR Inc.
                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                (Dollars in thousands)
                                     (Unaudited)
                                     ----------


                                                          Nine Months Ended
                                                     ---------------------------
                                                      August 31,    September 2,
                                                         1996           1995
                                                      ----------     ----------

Cash flows from operating activities:
   Net earnings                                       $  16,266      $  14,764
   Depreciation and amortization                          7,362          5,998
   Changes in assets and liabilities                    (18,909)       (15,857)
   Other, net                                              (352)            (6)
                                                      ----------     ----------

       Net cash provided by operating activities          4,367          4,899
                                                       ---------    ---------- 

Cash flows from investing activities:
   Business acquisition, net of cash acquired            (1,298)           -
   Investment in affiliate                                 (340)           -
   Additions to plant assets                            (18,073)       (10,687)
   Disposition of plant assets                            2,713             57
   Other, net                                                 -           (209
                                                      ----------      ---------
       Net cash used in investing activities            (16,998)       (10,839)
                                                      ----------      ---------
Cash flows from financing activities:
   Proceeds from long-term debt                           8,410         25,000
   Reduction of long-term debt                           (5,916)        (5,679)
   Purchase of treasury stock                              (430)          -
   Cash dividends paid                                   (7,100)        (6,967)
   Other, net                                               421            281
                                                      ----------     ---------

       Net cash provided by (used in) financing
        activities                                       (4,615)        12,635
                                                      ----------     ---------

Net effect of exchange rate changes on cash                  (2)             58
                                                      ----------       --------

Net change in cash and short-term cash investments      (17,248)         6,753

Cash and short-term cash investments, beginning
 of period                                               18,769         19,567
                                                       ---------     ---------

Cash and short-term cash investments, end of period    $  1,521      $  26,320
                                                       ---------     ---------
                                                       ---------     ---------
Cash paid during the period for:

   Interest                                            $  2,566       $  1,699
                                                       ---------      --------
                                                       ---------      --------
   Income taxes                                        $  8,693       $  7,894
                                                       --------       --------
                                                       --------       --------






                   See Notes to Consolidated Financial Statements.


                                     Page 4 of 14


<PAGE>


CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)


1. CONSOLIDATED FINANCIAL STATEMENTS

   The November 30, 1995 consolidated balance sheet data was derived from
   audited financial statements, but does not include all disclosures required
   by generally accepted accounting principles.

   The consolidated balance sheet as of August 31, 1996, the consolidated
   statements of earnings and the consolidated statements of cash flows for the
   periods ended August 31, 1996 and September 2, 1995, have been prepared by
   the Company without audit.  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.

   Certain information and footnote disclosures normally included in financial
   statements prepared in accordance with generally accepted accounting
   principles have been condensed or omitted.  It is suggested that these
   consolidated financial statements be read in conjunction with the
   consolidated financial statements and notes thereto included in the
   Company's November 30, 1995 annual report to shareholders.  The results of
   operations for the period ended August 31, 1996 are not necessarily
   indicative of the operating results for the full year.

   2.  RECLASSIFICATION

   Certain amounts within the financial statements have been reclassified to
   conform to the current period presentation.  The reclassification had no
   effect on retained earnings or net income as previously reported.

   3.  SUBSEQUENT EVENT

   Subsequent to the quarter ended August 31, 1996, the Company announced the
   signing of a definitive agreement to acquire United Air Specialists, Inc., a
   manufacturer of air quality equipment based in Cincinnati, Ohio.  The
   transaction will be structured as a merger under which the Company will
   issue common stock in exchange for each fully diluted share of United Air
   Specialists stock.   It is expected that the acquisition will be accounted
   for as a pooling of interests.  As a result of the acquisition, United Air
   Specialists will become a subsidiary of the Company.

   Consummation of the merger is subject, among other things, to approval by
   the shareholders of United Air Specialists and regulatory approvals.




                                     Page 5 of 14



<PAGE>

PART I--ITEM 2

                         MANAGEMENT'S DISCUSSION AND ANALYSIS

                   OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CLARCOR's consolidated operations reported record fiscal 1996 third quarter and
nine month sales, operating profit, net earnings, and earnings per share.  The
increases were the result of gains in sales and profits recorded in both the
Filtration Products and Consumer Products segments.  The Company expects the
level of profitability experienced in the third quarter to continue in the
fourth quarter, and, when compared to the prior year, to see increased levels of
sales and profits for the year as a whole.


OPERATIONS

Record current year third quarter sales of $88,925,000 increased 23.8% over
sales of $71,829,000 reported in the same quarter of fiscal 1995.

Current quarter Filtration Products segment sales totaled $66,448,000, 25.1%
more than sales of $53,131,000 recorded in the same quarter of last year.
Approximately two thirds of the sales increase is due to the current year
inclusion of sales resulting from the September, 1995 acquisition of Hastings
Filters, Inc. Additionally, quarterly sales were increased by the inclusion of
sales from  Baldwin-Unifil, the January, 1996 South African acquisition. Without
these acquisitions, current quarter net sales would have exceeded last year's
third quarter sales by 9.7%.  Higher sales were recorded in the Airguard
industrial, Baldwin heavy duty and Clark Filter railroad locomotive filter
markets. Sales increases were reported in both domestic and international
subsidiaries. Contributing to this increase in international sales was the
inclusion of Baldwin-Unifil.  The sales increase at Clark Filter reflects
increased railroad locomotive business, plus new industrial business from a line
transferred from CLARCOR's Airguard subsidiary.  Sales in the Filtration Segment
accounted for 74.7% of the Company's current year consolidated third quarter
sales.

Consumer Products segment sales in the current quarter increased to $22,477,000,
20.2%, over the same quarter of fiscal 1995.  In the Consumer segment, sales
gains were reported in the promotional and general lines, and in plastic
products. In the current year, Consumer segment sales accounted for 25.3% of the
Company's consolidated third quarter sales.

CLARCOR's operations reported record third quarter consolidated operating
profit. Operating profit increased to $11,097,000, 14.1% over profit of
$9,729,000 reported in the comparable quarter of fiscal 1995.


                                     Page 6 of 14

<PAGE>

Filtration segment quarterly operating profit increased 10.4% over the prior 
year's third quarter to $8,615,000, on the strength of increased sales of 
Baldwin heavy duty products and a substantial increase in operating margin at 
the segment's Airguard Industries unit. Fiscal 1996 third quarter operating 
profit included the operations of Hastings and Baldwin-Unifil.  Without these 
operations, Filtration operating profit would have been 20.0% higher compared 
to the same quarter of last year.  At Baldwin, profit on both domestic and 
international operations increased substantially when compared to last year. 
The September, 1995 Hastings Filters acquisition reported an expected 
operating loss.  It is anticipated that Hastings will continue to report 
losses through the fourth quarter, but that it will begin to report a profit 
in early fiscal 1997. Filtration segment profit as a percent of sales in the 
third quarter totaled 13.0%.  The Filtration segment contributed 77.6% of the 
current year quarterly operating profit.

In the Consumer Products segment, quarterly operating profit of $2,482,000
represented 22.4% of CLARCOR's total operating profit.  Profit as a percent of
sales was 11.0%. Consumer segment operating profit increased 29.0% over profit
in the same quarter last year.  The increased profit was due to increased volume
in the segment, principally in promotional and plastics lines.

CLARCOR's consolidated operating margin declined to 12.5% in the current quarter
from 13.5% last year. This margin decline is reflective of an operating loss on
the addition of over $9,000,000 of Hastings Filters, Inc. sales in the
Filtration Products segment.

The provision for income taxes in the current year's third quarter was
$3,957,000, and represented an effective rate of 37.7% of pre-tax earnings.
This compares to prior year third quarter income taxes totaling $3,450,000, with
an effective rate of 37.0%, and a rate of 35.7% for all of 1995.

The Company reported record consolidated net earnings of $6,526,000 in the third
quarter.  Driven by increased sales and profits in both the Filtration and
Consumer Products segments, the Company's net earnings increased 10.9% over
$5,886,000 recorded in the same quarter of fiscal 1995.

Record earnings per share in the second quarter reached $.44, up 10.0% from $.40
reported in the third quarter of last year.

On the strength of record second and third quarter operations, the Company's
consolidated nine month totals exceeded those of the prior year and set new
records for sales, operating profit, net earnings and earnings per share.

Year-to-date net sales totaled $242,583,000, an 18.7% increase over sales of
$204,444,000 in the comparable nine months of last year.  The increase was
principally attributable to the addition of nine months of Hastings Filters,
Inc. sales which resulted from the September, 1995 acquisition of this business.
However, each of the segment's businesses reported sales increases.


                                     Page 7 of 14
<PAGE>

Year-to-date sales in the Filtration Products segment totaled $190,700,000 
and increased 21.9% over last year's nine months. Net sales in the segment 
increased primarily due to the current year addition of Hastings and 
Baldwin-Unifil sales. Without these sales, the increase would have been 2.8%. 
Net sales increased in the Baldwin heavy duty business, the Airguard 
industrial business, and the Clark Filter railroad locomotive business.

Year-to-date net sales in the Consumer Products segment increased 8.1% over last
year. This reflects increased business in plastics, spice, and promotional
lines, partially offset by reduced sales of specialty products and flat sheet
decorating business.

CLARCOR's year-to-date operating profit increased to $27,789,000, 11.0% over the
prior year's nine month total. As a percent of net sales, CLARCOR's consolidated
operating profit for the current nine months was 11.5%.  This is lower than
12.2% reported in the comparable period last year due to the operating losses on
Hastings.

Nine month operating profit in the Filtration Products segment increased 10.0%
on the strength of sales increases in the Baldwin heavy duty business and a
nearly tripling of the segment's Airguard industrial filtration operating
profit.  Without the addition of the Hastings and Baldwin-Unifil operating
results, Filtration operating profit would have increased 15.2%. The increase at
Airguard reflects the resolution of manufacturing and distribution problems
experienced by the unit last year and, in the current year, the paring of
unprofitable business.

On the strength of the year-to-date sales increase, Consumer Products segment
operating profit increased 16.4% over the nine month period last year. Consumer
operating profit totaled 8.8% of sales, compared to 8.2% in the comparable
period of the prior year.

Current year-to-date other expense totaled a net $1,882,000, compared to net
expense of $906,000 in the prior year nine months.  The increase in current year
expense principally reflected greater interest expense associated with the
higher level of long-term debt from the acquisition of Hastings Filters, Inc.
and currency losses on reduced foreign subsidiary earnings.

For the current three quarters, the provision for income taxes was $9,641,000,
an effective tax rate of 37.2%. In the first three quarters of the prior year,
income tax expense was $9,358,000, which was an effective rate of 38.8%.  The
reduction in the effective tax rate originates from lower state taxes and
increased foreign tax credits in the current period.

Year-to-date net earnings of $16,266,000 for the current nine month period
increased 10.2% over earnings of $14,764,000 last year.  Year-to-date earnings
per share were $1.10, and compare to $1.00 in the same period last year.


                                     Page 8 of 14

<PAGE>


CAPITAL RESOURCES & LIQUIDITY

CLARCOR's balance sheet continued to be strong and liquid during the first three
quarters of the current year.  It remains adequate to support the Company's
current level of operations.

CLARCOR's total assets were $238,569,000 at August 31, 1996.  This was 6.9%
higher than 1995 year-end total assets of $223,262,000. Consolidated working
capital totaled $74,894,000 at the nine month point in 1996, approximately equal
to working capital at the end of fiscal 1995.  The current ratio at the end of
the third quarter was 2.7, approximating the 2.8 level of November 30, 1995.
Since the beginning of the year, cash declined by $17,248,000, as cash was
invested in operating assets.  Accounts receivable increased by 10.9%, to
$55,465,000, fueled by higher sales.  Inventory levels increased by $11,660,000,
or 27.1%, to $54,632,000, reflecting additional investment in inventories at
Hastings in preparation for the transfer of all manufacturing operations to
Yankton, SD and the decorating of flat sheets in the Consumer segment to create
products for sale in the fourth quarter.  The investment in Consumer inventories
also reflected the seasonality of cash used each year to invest in an inventory
build-up.

Net plant assets during the first nine months of 1996 increased to $77,112,000,
$10,076,000 over the year-end 1995 total.  Included in this total are costs
related to the continued  investment in operating assets at CLARCOR locations.

At August 31, 1996, long-term debt less the current portion increased 7.6%, to
$37,035,000, over the year-end 1995 total of $34,417,000.

Shareholders' equity in the first three quarters of 1996 increased 7.7% over the
year-end 1995 level, to $140,839,000.

Total capitalization at August 31, 1996 increased $12,642,000, to $177,874,000,
from $165,232,000 at the prior year-end.  As a percent of total capitalization,
long-term debt at the end of the third quarter was 20.8%, the same as at fiscal
1995 year-end.



CASH FLOW

During the nine months ended August 31, 1996, CLARCOR's cash and cash
investments balance declined $17,248,000 to $1,521,000.  In 1995, cash increased
$6,753,000 for the comparable period.

                                     Page 9 of 14


<PAGE>


Net cash of $4,367,000 was provided by operating activities, compared to a total
of $4,899,000 in the first nine months of 1995. In the current year, higher cash
inflows resulted from the net earnings improvement and increased depreciation
due to the Company's higher level of asset additions in recent years.
Offsetting the higher cash inflows were higher cash outflows reflected in
changes in net assets, as CLARCOR invested in operating assets, primarily
inventories, in support of the increased level of business.

Net cash used in current year investing activities totaled $16,998,000, compared
to $10,839,000 of net cash used in the first nine months of the prior year, due
principally to increased investment in plant assets in the current nine months.
This investment includes completion of an expansion of the Rockford, IL plastics
facility, construction of an addition to the Yankton, SD Hastings Filters
facility and other assets at Corporate.

Current year financing activities used net cash of $4,615,000, compared to
$12,635,000 of net cash provided in the prior year.  The current year reflects
cash provided by the issuance of an $8,410,000 industrial revenue bond related
to the Hastings acquisition, while the prior year reflected $25,000,000 in cash
provided by the borrowing done mostly for the purchase of Hastings Filters, Inc.
Both years show comparable amounts of cash used for long-term debt reduction and
cash dividend payments.

CLARCOR's current operations continue to generate sufficient cash to fund
operating needs, to fund normal levels of additions to productive capacity, and
to provide for the repayment of the Company's long-term debt.  The Company has
sufficient access to credit to fund these needs and to meet the needs of normal
operations and expansion opportunities.


OUTLOOK

CLARCOR anticipates that it will see an improvement in revenue and earnings in
1996 from both of the Company's operating segments.  Current year operations
have generated record revenues and profits in the third quarter, and the Company
believes that this high level of profitability will continue in the remaining
quarter.


                                    Page 10 of 14

<PAGE>


The Company anticipates that Baldwin Filters will continue to be the driving
force in its revenues and profits.  CLARCOR believes that it will see increased
revenues and profits from the Baldwin heavy duty business in the current year.
However, operating margins are not anticipated to keep pace with the revenue
growth due to severe competition in its markets.  The Hastings Filters operation
is anticipated to generate losses for the remainder of the year until
manufacturing operations are completely transferred to Yankton, SD, and
integrated into the assembly and paint lines. Hastings results should then begin
to turn positive in early fiscal 1997.  The Company believes that the
manufacturing and distribution problems which occurred in its Airguard
Industries industrial filtration unit are now behind it. Airguard's sales are
anticipated to lag those of last year, but the Company believes that Airguard
will continue to make strides in paring unprofitable business and increasing its
operating margin.  Clark Filter is anticipated to continue its steady growth in
sales and profits.  J. L. Clark is anticipated to experience current year growth
in both sales and profits.  On a consolidated basis, CLARCOR revenue and profits
are anticipated to reflect moderate growth in fiscal 1996 over 1995 levels.

The Company anticipates that its balance sheet will continue to reflect strength
and to generate positive cash flow.  Capital expenditures over the next year are
expected to be less than they have been in either of the last two years.



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 EXPECTATIONS OF SOME STOCK MARKET
ANALYSTS AND INVESTORS.  IN SUCH EVENT, THE PRICE OF CLARCOR COMMON STOCK COULD
BE MATERIALLY ADVERSELY AFFECTED.

                                    Page 11 of 14


<PAGE>


PART II - OTHER INFORMATION


Item 6a   -   Exhibit (11), Computations of Per Share Earnings are presented on
              page 13.

Item 6b   -   During the quarter ended August 31, 1996, the Company filed a
              Form 8-K announcing the resignation of Richard A. Snell as a
              member of its Board of Directors effective June 26, 1996.  Mr.
              Snell was replaced as a director by Mr. Norman E. Johnson,
              President and Chief Operating Officer of the Company.

              Subsequent to the quarter ended August 31, 1996, the Company
              filed a Form 8-K announcing the signing of a definitive agreement
              to acquire United Air Specialists, Inc., a manufacturer of air
              quality equipment based in Cincinnati, Ohio.  The transaction
              will be structured as a merger under which the Company will issue
              common stock in exchange for each fully diluted share of United
              Air Specialists stock.  It is expected that the acquisition will
              be accounted for as a pooling of interests.  As a result of the
              acquisition, United Air Specialists will become a subsidiary of
              the Company.

              Consummation of the merger is subject, among other things, to
              approval by the shareholders of United Air Specialists and
              regulatory approvals.



                                    Page 12 of 14


<PAGE>

                                     CLARCOR Inc.
                  EXHIBIT (11) - COMPUTATIONS OF PER SHARE EARNINGS
                                      ----------

                                                       Nine Months Ended
                                                 ----------------------------
                                                    August 31,    September 2,
                                                     1996           1995
                                                 ----------------------------
AVERAGE SHARES OUTSTANDING

1. Average number of shares outstanding           14,854,008     14,793,544

2. Net additional shares resulting from
   assumed exercise of stock options*                269,443        372,223
                                                ------------------------------
3. Adjusted average shares outstanding
   for fully diluted computation (1 plus 2)       15,123,451     15,165,767
                                                ------------------------------
                                                ------------------------------

Earnings per share of common stock:

       Primary                                            $1.10          $1.00
                                                         ------         ------
                                                         ------         ------

       Assuming full dilution                             $1.08          $0.97
                                                         ------         ------
                                                         ------         ------


*  Assumes proceeds from exercise of stock options used to purchase treasury
   shares at the greater of the quarter-end or the average market price during
   the period.





                                    Page 13 of 14


<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)



   October 4, 1996                         By /s/ Bruce A. Klein
-----------------------                       ------------------------------
   (Date)                                     Bruce A. Klein, Vice President - 
                                             Finance and Chief Financial Officer







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