<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 quarter ended May 31, 1997
                                   _______
                                      
                                      
                                      
                                      
                    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 Quarter Ended May 31, 1997                    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.


                     16,127,812 common shares outstanding
            ------------------------------------------------------
                                      

                                 Page 1 of 14
                                      
<PAGE>   3

Part I - Item 1
---------------
                                 CLARCOR Inc.
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                            (Dollars in thousands)
                                   ________
<TABLE>
<CAPTION>
                                                                                                                Restated   
                                                                                               May 31,        November 30, 
                          ASSETS                                                                 1997             1996   
                                                                                             -----------      ------------
                                                                                             (unaudited)      (See Note 2) 
<S>                                                                                          <C>              <C>
Current assets:
   Cash and short-term cash investments                                                      $   9,289        $  18,827   
   Accounts receivable, less allowance for losses                                                                         
       of $2,347 for 1997 and $2,007 for 1996                                                   59,828           58,739   
   Inventories:                                                                                                           
       Raw materials                                                                            19,352           19,549   
       Work in process                                                                          11,154           11,663   
       Finished products                                                                        31,031           25,675   
                                                                                             ---------        ---------
         Total inventories                                                                      61,537           56,887   
                                                                                             ---------        ---------
   Prepaid expenses                                                                              1,524            2,391   
   Other current assets                                                                          4,012            3,882   
                                                                                             ---------        ---------
              Total current assets                                                             136,190          140,726   
                                                                                             ---------        ---------
Plant assets, at cost                                                                          180,157          175,950   
       less accumulated depreciation                                                           (96,017)         (91,425)   
                                                                                             ---------        ---------
                                                                                                84,140           84,525   
                                                                                             ---------        ---------

Marketable equity securities, at fair value                                                          -            3,292   
Excess of cost over fair value of assets acquired,                                                                        
       less accumulated amortization                                                            15,678           15,503   
Pension assets                                                                                  13,410           12,453   
Other noncurrent assets                                                                         10,563           10,520   
                                                                                             ---------        ---------

                                                                                             $ 259,981        $ 267,019   
                                                                                             =========        =========
                       LIABILITIES                                                     

Current liabilities:                                                                                                      
   Current portion of long-term debt                                                         $   1,206        $   7,625   
   Accounts payable                                                                             21,214           20,366   
   Income taxes                                                                                  3,608            3,984   
   Accrued and other liabilities                                                                19,242           19,322   
                                                                                             ---------        ---------

              Total current liabilities                                                         45,270           51,297   
                                                                                             ---------        ---------
Long-term debt, less current portion                                                            38,023           43,449   
Long-term pension liabilities                                                                    7,017            6,607   
Other long-term liabilities                                                                      9,079           10,077   
Minority Interest                                                                                  981              908   

Contingencies                                                                                                             

                  SHAREHOLDERS' EQUITY                                                 

Capital stock                                                                                   16,128           15,956   
Retained earnings                                                                              143,275          138,210   
Other shareholders' equity                                                                         208              515   
                                                                                             ---------        ---------
                                                                                               159,611          154,681   
                                                                                             ---------        ---------
                                                                                             $ 259,981        $ 267,019   
                                                                                             =========        =========
</TABLE>

           See Notes to Consolidated Condensed Financial Statements
                                 Page 2 of 14

<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   
                                                       ---------------------------     ---------------------------
                                                                        Restated                        Restated     
                                                          May 31,        June 1,          May 31,        June 1,      
                                                           1997           1996             1997           1996
                                                       -----------     -----------     -----------     -----------
<S>                                                    <C>             <C>             <C>             <C>
Net sales                                              $    96,684     $    91,540     $   183,642     $   172,554      
Cost of sales                                               66,818          64,153         129,268         122,066      
                                                       -----------     -----------     -----------     -----------      

     Gross profit                                           29,866          27,387          54,374          50,488      
                                                                                                                        
Selling and administrative expenses                         17,995          16,625          35,161          32,792      
Merger related expenses                                          -               -           2,972               -      
                                                       -----------     -----------     -----------     -----------      

     Operating profit                                       11,871          10,762          16,241          17,696      
                                                       -----------     -----------     -----------     -----------      
Other income (expense):                                                                                                 
  Interest expense                                            (635)         (1,008)         (1,440)         (1,970)      
  Interest income                                              171             241             459             474      
  Gain on sale of investment in marketable securities            -               -           1,706               -      
  Other, net                                                  (143)             59             (54)           (246)      
                                                       -----------     -----------     -----------     -----------      

                                                              (607)           (708)            671          (1,742)      
                                                       -----------     -----------     -----------     -----------      
     Earnings before income taxes and minority                                                                          
       interests in earnings of subsidiaries                11,264          10,054          16,912          15,954      
                                                                                                                        
Provision for income taxes                                   4,176           3,738           6,786           5,869      
                                                       -----------     -----------     -----------     -----------      
                                                                                                                        
     Earnings before minority interests in earnings of                                                                  
       subsidiaries                                          7,088           6,316          10,126          10,085      
                                                                                                                        
Minority interests in earnings of subsidiaries                 (40)            (39)            (61)            (56)      
                                                       -----------     -----------     -----------     -----------      

Net earnings                                           $     7,048     $     6,277     $    10,065     $    10,029      
                                                       ===========     ===========     ===========     ===========

Net earnings per common share                          $      0.44     $      0.39     $      0.63     $      0.63      
                                                       ===========     ===========     ===========     ===========      
                                                                                                                        
Average number of common shares outstanding             16,077,336      15,932,284      16,031,422      15,923,915      
                                                       ===========     ===========     ===========     ===========      

Dividends paid per share                               $    0.1625     $    0.1600     $    0.3250     $    0.3200      
                                                       ===========     ===========     ===========     ===========

</TABLE>



           See Notes to Consolidated Condensed Financial Statements
                                 Page 3 of 14

<PAGE>   5

                                 CLARCOR Inc.
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Dollars in thousands)
                                 (Unaudited)
                                   ________
<TABLE>
<CAPTION>
                                                                                     Six Months Ended 
                                                                              -----------------------------
                                                                                                   Restated                
                                                                                May 31,             June 1,                 
                                                                                 1997                1996
                                                                              ---------            ---------
<S>                                                                           <C>                  <C>
Cash flows from operating activities:                                                                
   Net earnings                                                               $  10,065            $  10,029               
   Depreciation and amortization                                                  5,911                5,203               
   Gain on sale of investment in marketable securities                           (1,706)                 -               
   Changes in assets and liabilities                                             (5,239)             (11,981)               
   Other, net                                                                      (192)                (143)               
                                                                              ---------            ---------               

              Net cash provided by operating activities                           8,839                3,108               
                                                                              ---------            ---------               
Cash flows from investing activities:                                                                                      
   Proceeds from sale of investment                                               3,322                  -               
   Business acquisitions, net of cash acquired                                     (846)              (1,358)               
   Investment in affiliate                                                          (38)                (119)               
   Additions to plant assets                                                     (5,377)              (9,878)               
   Disposition of plant assets                                                      302                1,819               
                                                                              ---------            ---------               

              Net cash used in investing activities                              (2,637)              (9,536)               
                                                                              ---------            ---------               
Cash flows from financing activities:                                                                                      
   Proceeds from long-term debt                                                   1,000                9,517               
   Reduction of long-term debt                                                  (12,845)              (5,025)               
   Purchase of treasury stock                                                     -                     (430)               
   Cash dividends paid                                                           (5,005)              (4,732)               
   Other, net                                                                     1,211                  426               
                                                                              ---------            ---------               

              Net cash used in financing activities                             (15,639)                (244)               
                                                                              ---------            ---------               

Net effect of exchange rate changes on cash                                        (101)                (127)               
                                                                              ---------            ---------               

Net change in cash and short-term cash investments                               (9,538)              (6,799)               
                                                                                                                           
Cash and short-term cash investments,                                                                                      
   beginning of period                                                           18,827               19,791               
                                                                              ---------            ---------               
Cash and short-term cash investments,                                                                                      
   end of period                                                              $   9,289            $  12,992               
                                                                              =========            =========
                                                                                                                           
Cash paid during the period for:                                                                                           
   Interest                                                                   $   1,567            $   1,714               
                                                                              =========            =========               
   Income taxes                                                               $   6,622            $   5,554               
                                                                              =========            =========
</TABLE>

           See Notes to Consolidated Condensed Financial Statements
                                 Page 4 of 14

<PAGE>   6

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

1. BUSINESS COMBINATION AND MERGER RELATED COSTS

   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 1,081,741 shares of its common stock in
   exchange for all the shares of UAS stock.  Additional shares of its common
   stock (approximately 127,590 shares) 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.

   Under the requirements of the pooling of interests accounting treatment, the
   consolidated condensed financial statements for the periods presented have
   been restated (except for cash dividends declared per share, which represent
   the historical dividends declared by the Company) to include the results of
   operations, cash flows, and financial positions of UAS.  UAS' fiscal
   year-end for all periods presented has been changed to the Saturday closest
   to November 30.  Therefore, the Company's restated consolidated financial
   statements for fiscal 1996 include UAS for the period beginning December 1,
   1995, and ending on November 30, 1996.  Certain prior period amounts for UAS
   have been reclassified to conform with the presentation of such data by the
   Company.  UAS' net sales and net earnings for the six months and quarter
   ended June 1, 1996 were $18.9 million and $.3 million, and $10.0 million and
   $.5 million, respectively.

   No intercompany transactions existed between the two companies during the
   periods presented.  A one-time pre-tax charge of $3 million ($2.4 million
   net of tax) covering the costs of the merger includes legal and professional
   fees, non-compete agreements, and costs to integrate the businesses of the
   two companies.


2. CONSOLIDATED FINANCIAL STATEMENTS

   The November 30, 1996 restated consolidated balance sheet data was derived
   from CLARCOR's year-end financial statements and UAS' unaudited November 30,
   1996 balance sheet, 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 balance sheet as of May 31, 1997, the consolidated
   statements of earnings and the consolidated statements of cash flows for the
   periods ended May 31, 1997, and June 1, 1996, have been prepared by the
   Company without audit and include the results of UAS for the identical three
   and six month periods, as applicable.  The financial statements have been
   prepared on the same basis as those in the Company's November 30, 1996
   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.

                                      
                                 Page 5 of 14

<PAGE>   7

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

2. CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

   The results of operations for the period ended May 31, 1997 are not
   necessarily indicative of the operating results for the full year.


3. 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.


4. SEGMENT DATA

   The Company operates in three principal product segments:  Engine/Mobile
   Filtration, Industrial/Environmental Filtration, and Consumer Products.
   The segment data for the three-month and six-month periods ended May 31,
   1997 and June 1, 1996, 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.  The
   information below has been restated to reflect the current segment
   groupings.


<TABLE>
<CAPTION>
                                                                      1997
                                               ------------------------------------------------
                                                        Quarter Ended                    
                                               ----------------------------              Six
      (Dollars in Thousands)                     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 Products                                  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 Products                                     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 6 of 14

<PAGE>   8

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

4.    SEGMENT DATA (Cont.)

<TABLE>
<CAPTION>
                                                              1996 Restated
                                             -----------------------------------------
                                                   Quarter Ended                  
                                             ------------------------
                                                                                 Six
      (Dollars in Thousands)                 March 2          June 1            Months
                                             -----------------------------------------
<S>                                          <C>             <C>               <C>
NET SALES BY SEGMENT:                                       
Engine/Mobile Filtration                     $43,332         $50,750          $ 94,082
Industrial/Environmental Filtration           23,832          25,234            49,066
Consumer Products                             13,850          15,556            29,406
                                             -----------------------------------------
                                             $81,014         $91,540          $172,554
                                             =========================================
OPERATING PROFIT BY SEGMENT:
Engine/Mobile Filtration                     $ 6,281         $ 8,075          $ 14,356
Industrial/Environmental Filtration             (126)          1,375             1,249
Consumer Products                                779           1,312             2,091
                                             -----------------------------------------
                                             $ 6,934         $10,762          $ 17,696
                                             =========================================
</TABLE>
                                       
                                 Page 7 of 14
<PAGE>   9

Part II - Item 2
                                      
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                      
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                      

On February 28, 1997, the merger of United Air Specialists, Inc. (UAS) into
CLARCOR was completed.  This transaction was accounted for as a pooling of
interests, and as a result, CLARCOR's financial statements were restated for
all periods presented to include the results of operations, cash flows and
financial positions of UAS.   The Company's restated consolidated financial
statements for fiscal 1996 will include UAS for the period beginning December
1, 1995, and ending on November 30, 1996.  The fiscal periods presented in this
report are for the three months and six months ended May 31, 1997, and June 1,
1996, for both CLARCOR and UAS.

RESULTS OF OPERATIONS

SECOND QUARTER 1997 COMPARED TO SECOND QUARTER OF 1996.

CLARCOR's growth in sales, operating profit and earnings in the second quarter
of 1997 over the 1996 quarter resulted from strong performance by the Company's
Engine/Mobile Filtration and Consumer Products segments.

Net sales increased 5.6% over the 1996 quarter as a result of increased volume
from each of the Company's segments.  Increased sales by the Engine/Mobile
Filtration segment resulted from higher volume at both the Baldwin Filter and
Clark Filter units offset by reduced sales from the Hastings product line.  The
decrease in sales for the Hastings product line resulted from the planned
elimination of low margin automotive filtration products.  The
Industrial/Environmental Filtration segment reported a sales increase of 2.2%
for the quarter.  This increase resulted from a higher volume of shipments from
the Airguard operation offset by lower sales from UAS in the 1997 quarter due
to the timing of customer shipments.  The Company's Consumer Products segment
recorded an 11.7% increase in sales for the quarter due to higher sales volume
of plastic closures and metal promotional products.

Operating profit in the second quarter increased 10.3% in 1997 over 1996
results.  This greater increase in profit, compared to the sales increase of
5.6%, resulted from increased production volumes and the Company's continued
emphasis on increasing productivity and reducing costs.  Operating margin
increased to 12.3% compared to 11.8% in the 1996 quarter.

The increased operating profit for the Engine/Mobile segment resulted from a
combined sales increase of over 10% for Baldwin and Clark Filter. The continued
integration of the Hastings Filters product line with Baldwin Filters resulted
in a reduced loss for Hastings Filters for the second quarter compared to the
first quarter of 1997. The Industrial/Environmental Filtration segment reported
lower operating profit in the 1997 quarter than in the 1996 quarter.  An
increase of more than 60% in Airguard's operating profit was offset by a much
lower level of profit from UAS for the quarter.  UAS' reduced profit was due to
the delay and mix of customer shipments, an unusually high level of profit in
the second quarter of 1996, and a higher level of distribution and marketing
costs in 1997.  The Consumer Products segment recorded substantially higher
operating profit in the 1997 quarter as a result of higher production and sales
levels than in 1996 for both the metal and plastic operations.

                                 Page 8 of 14
                                      
<PAGE>   10
                                      
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                      
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

Other expense for the quarter was lower than the 1996 quarter due to a lower
level of interest expense on the reduced level of debt.

Provision for income taxes for the quarter of $4,176,000 represented an
effective rate of 37.1% of pretax earnings, which compares to an effective rate
of 37.2% in 1996.

Net earnings of $7,048,000 for the 1997 quarter were 12.3% higher than the
$6,277,000 reported in 1996 due to the strong operating performance for the
1997 quarter.  Earnings per share increased to $.44 from $.39 in 1996, a 12.8%
increase.

SIX MONTHS 1997 COMPARED TO SIX MONTHS OF 1996

Net sales of $183,642,000 for the 1997 six-month period increased 6.4% over the
1996 six-month period.  Each of the Company's segments reported increased sales
for the period.  Higher sales volume was recorded for Baldwin's and Clark
Filter's engine/mobile filtration products, Airguard's and UAS' industrial and
environmental filtration products, and J.L. Clark's plastic and metal packaging
products.  Lower sales volume in 1997 for the Hastings' light duty
engine/mobile filter line was due to the planned elimination of lower margin
products.

Operating profit of $16,241,000 for six months 1997 compares to $17,696,000 in
1996.  The 1997 amount includes the effect of the UAS merger related expenses
of $2,972,000 that were recorded in the first quarter.  Excluding the impact of
the merger related expenses, operating profit for the Company increased 8.6%
for the six-month period compared to 1996.  The increased profit for the six
months resulted from increased sales of 6.4%, reduced manufacturing costs, and
improved plant efficiencies.

Other income totaled $671,000 for the 1997 six-month period and compares to a
total of other expense of $1,742,000 for the 1996 period.  The change from 1996
is related to the $1,706,000 gain on sale of marketable securities recorded in
the first quarter of 1997 and reduced interest expense due to the lower level
of debt in 1997.

The provision for income taxes of $6,786,000, which resulted in an effective
rate of 40.1%, is higher than last year's amount due to a higher level of
earnings in 1997 and because certain of the merger related charges recorded in
the first quarter of 1997 are not fully deductible for tax purposes.

Net earnings were $10,065,000 for the 1997 six-month period and reflect two
unusual items recorded in the first quarter of 1997, a gain on the sale of
marketable securities and the UAS merger related charges.  Without the impact
of the unusual items recorded in the first quarter of 1997, net earnings would
have been approximately $11,300,000 or $.71 per share.  Net earnings for the
first six months of 1996 were $10,029,000, or $.63 per share.

Average shares outstanding were 16,031,422 at the end of the 1997 six-month
period and compared to 15,923,915 for the 1996 period.  The amounts include the
additional shares issued in connection with the merger of UAS.

                                 Page 9 of 14
                                      
<PAGE>   11
                                      
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                      
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities increased $5,731,000 primarily from
reduced investment in working capital compared to the first six months of 1996.
Cash flows used in investing activities were lower for the first six months
of 1997 compared to 1996 due to the proceeds of $3,322,000 received in first
quarter 1997 from the sale of marketable securities.  In addition, plant asset
additions of $5,377,000 for six months 1997 were $4,501,000 lower than in 1996.
Cash flows used in financing activities in 1997 included payments on long-term
debt of $12,845,000 compared to $5,025,000 in 1996.  The 1997 payments include
final payments on the 9.7% term note and on certain high cost debt assumed in
the UAS merger.  During the first quarter of 1997 and prior to the merger, UAS
used an additional $1,000,000 on a line of credit.  Additional borrowings in
1996 included $8,410,000 of industrial revenue bonds used to finance the
Hastings Filters plant expansion.

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.   The Company's level of capital expenditures is expected to
be lower in 1997 than in 1996.

The Company's financial position at May 31, 1997, continued to be solid and
sufficiently liquid to support current operations.  Cash and short-term cash
investments totaled $9,289,000 at the end of the quarter, a reduction of
$9,538,000 from year-end 1996. Inventories increased $4,650,000 from year-end
due to expected customer shipment requirements for the third and fourth
quarters.   The current ratio at the end of the quarter was 3.0:1 compared to
2.7:1 at the end of fiscal 1996.  The current year ratio of long-term debt to
total capitalization was 19.2% which was lower than the level of 21.9% at
year-end as a result of the debt repayments made in 1997.

At May 31, 1997, CLARCOR had 16,127,812 shares of common stock outstanding that
included 1,081,741 shares issued for the UAS merger.  The increase in shares
outstanding from the prior year is primarily due to additional shares issued
upon exercise of stock options.



OUTLOOK

On the strength of the operating results from each of the businesses in the
second quarter, the Company is expecting each segment to report solid fiscal
year results.  The order volume for the Engine/Mobile Filtration segment
continues to outpace the market and that trend is expected to continue through
the third and fourth quarters of 1997.  Additionally, the continued integration
of the Hastings Filters line with Baldwin Filters remains a high priority and
the improvement reflected in Hastings' second quarter results is expected to
continue.  During the second quarter, Airguard received its largest order for a
gas turbine intake filtration system for $2.8 million.   Order bookings were at
record levels for UAS at the end of the quarter and, as a result, increased
sales and profits are expected for UAS for the balance of the year.   The
Consumer Products segment's sales are expected to be approximately equal with
the second half of 1996;
                                      
                                Page 10 of 14
                                      
<PAGE>   12
                                      
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                                      
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
                                      
however, operating profit is expected to be improved over the 1996 level due to
continued plant efficiencies and a better product sales mix.


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 14

<PAGE>   13

Part II - Other Information

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

Item 6b   -  On June 2, 1997, the Company filed a Form 8-K to
             report the quarterly income statement data and segment data as
             restated for the year ended November 30, 1996 to include the
             results of United Air Specialists' operations.  The Form 8-K was
             amended on July 7, 1997 to correct the presentation of the first
             quarter 1997's segment data.


                                 Page 12 of 14
                                       
<PAGE>   14

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

<TABLE>
<CAPTION>
                                                                  Six Months Ended
                                                         ------------------------------------
                                                                                  Restated
                                                           May 31,                 June 1,
AVERAGE SHARES OUTSTANDING                                  1997                    1996
                                                         ------------------------------------
<S>                                                      <C>                      <C>
1. Average number of shares outstanding                   16,031,422               15,923,915

2. Net additional shares resulting from
   assumed exercise of stock options*                        356,046                  380,446
                                                         -----------              -----------
3. Adjusted average shares outstanding
   for fully diluted computation (1 plus 2)               16,387,468               16,304,361
                                                         ===========              ===========

Earnings per share of common stock:

   Primary                                               $      0.63              $      0.63
                                                         ===========              ===========
   Assuming full dilution                                $      0.61              $      0.62
                                                         ===========              ===========
</TABLE>

*  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. 


           See Notes to Consolidated Condensed Financial Statements


                                 Page 13 of 14



<PAGE>   15
                                      
                                  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, 1997                       By  /s/ Bruce A. Klein
---------------                        --------------------------------
   (Date)                              Bruce A. Klein, Vice President - Finance
                                             and Chief Financial Officer

                                      

                                Page 14 of 14