<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

(MARK ONE)

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 2, 1995

                                       OR

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

FOR THE TRANSITION PERIOD FROM
------------------------------------

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.)

<TABLE>
<S>                                                    <C>
2323 Sixth Street, P.O. Box 7007, Rockford, Illinois        61125
-----------------------------------------------           ---------
(Address of principal executive offices)                 (Zip Code)
</TABLE>

<TABLE>
<S>                                                    <C>
Registrant's telephone number, including area code:    815-962-8867
                                                       ------------
</TABLE>

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                               NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS               ON WHICH REGISTERED
---------------------------------------------------------------------
<S>                                            <C>
Common Stock, par value $1.00 per share        New York Stock
                                               Exchange
Preferred Stock Purchase Rights

Securities registered pursuant to Section 12(g) of the Act:

                                None
             -------------------------------------------
                          (Title of Class)
</TABLE>

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 such shorter period that the registrant was required
to  file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure  of delinquent filers pursuant to Item  405
of  Regulation S-K is  not contained herein,  and will not  be contained, to the
best of registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

The  aggregate market value  (based on the closing  price of registrant's Common
Stock on February 1, 1996 as reported  on the New York Stock Exchange  Composite
Transactions) of the voting stock held by non-affiliates of the registrant as at
February 1, 1996 is $318,899,853.

The  number of  outstanding shares of  Common Stock,  as of February  1, 1996 is
14,832,845 shares.

Certain portions  of the  registrant's 1995  Annual Report  to Shareholders  are
incorporated  by  reference in  Parts  I, II  and  IV. Certain  portions  of the
registrant's Proxy Statement dated February 22,  1996 for the Annual Meeting  of
Shareholders  to be held on March 28, 1996 are incorporated by reference in Part
III.
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

    (A) GENERAL DEVELOPMENT OF BUSINESS

    CLARCOR  Inc. ("CLARCOR") was  organized in 1904  as an Illinois corporation
and in 1969 was  reincorporated in the  State of Delaware.  As used herein,  the
"Company"  refers to CLARCOR  and its subsidiaries  unless the context otherwise
requires.

    In fiscal 1991, CLARCOR converted from  a fiscal year ending on November  30
to  a fiscal year ending on the Saturday closest to November 30. For fiscal year
1995, the year  ended on December  2, 1995 and  for fiscal year  1994, the  year
ended on December 3, 1994. In this Form 10-K, all references to fiscal year ends
are  shown  to  begin on  December  1 and  end  on  November 30  for  clarity of
presentation.

    (I) CERTAIN SIGNIFICANT EVENTS.

    Effective May 6, 1995, the Company  sold the assets and ongoing business  of
MicroPure  Filtration,  Inc.  for  cash.  MicroPure  Filtration  is  engaged  in
marketing sterile air  and gas  filtration products  for the  food and  beverage
processing  industry. The  transaction had no  material effect  on the Company's
results of operations for fiscal 1995.

    On June 21, 1995, the Company  announced the promotion of Norman E.  Johnson
to  President  and Chief  Operating  Officer. Lawrence  E.  Gloyd, who  had been
President since 1986,  will retain  the position of  Chairman of  the Board  and
Chief Executive Officer.

    In  June  1995, the  Company  announced the  expansion  of the  J.  L. Clark
plastics manufacturing facility. The expansion  provides the capacity needed  to
meet increased requirements for combiTop-Registered Trademark- plastic closures.
The  25,000 square foot addition  to the facility was  completed in January 1996
and additional equipment purchases will be completed during fiscal 1996.

    Effective September 5, 1995, the Company acquired certain filtration  assets
of Hastings Manufacturing Company, a diversified, publicly held company based in
Hastings,  Michigan  for  cash. The  sales  of filtration  products  by Hastings
Filters, Inc., the Company's wholly-owned  subsidiary, are expected to  increase
the  sales of  the Filtration Products  segment by approximately  $40 million in
1996. The Hastings' automotive and light  truck filter product lines are  highly
complementary  lines  for  the  Company's  Baldwin  Filters  unit.  The Hastings
Filters,  Inc.  acquisition  was  financed   through  a  new  long-term   credit
arrangement.

    In  September 1995 the Company announced that a Gas Turbine Systems Business
Unit was  established  as  part  of  the  Company's  Airguard  Industries,  Inc.
subsidiary. This unit will service the OEM inlet air filtration systems market.

    Subsequent  to the fiscal  year-end, CLARCOR announced  on December 13, 1995
that a  joint venture  agreement  had been  signed  with Weifang  Power  Machine
Fittings   Ltd.  ("Weifang")  located  in   China.  The  joint  venture,  called
Baldwin-Weifang Filters Ltd.,  will be  60% owned by  CLARCOR and  40% owned  by
Weifang.  The Company  expects that  the manufacture  of heavy  duty spin-on oil
filters for trucks, construction equipment and agricultural equipment will begin
in late 1996.

    Also subsequent to the  fiscal year-end, the  Company announced on  February
13,  1996,  the acquisition,  in partnership  with  local management,  of Unifil
(Pty.) Ltd,  a  South  African  manufacturer  of  air  filtration  products  for
heavy-duty   transportation,   construction  and   agricultural   equipment  and
automobiles. Unifil was acquired by Baldwin-Unifil South Africa, a South African
partnership that is 70% owned by the Company's Baldwin Filters, Inc. subsidiary,
and 30% owned by a three-member group from Unifil's current management team.

    (II) SUMMARY OF BUSINESS OPERATIONS.

    During 1995,  the  Company  conducted business  in  two  principal  industry
segments: (1) Filtration Products and (2) Consumer Products.

                                       2
<PAGE>
    FILTRATION  PRODUCTS.  Filtration Products include filters used primarily in
the replacement market in  the trucking, construction, industrial,  agricultural
equipment,  diesel  locomotive,  automotive  and  environmental  industries. The
segment's engine  and  mobile  products  include filters  for  oil,  air,  fuel,
coolants   and  hydraulic  fluids  for  trucks,  automobiles,  construction  and
industrial equipment,  locomotives, marine  and  farm equipment.  The  segment's
industrial  and  environmental products  include  air and  antimicrobial treated
filters for commercial  buildings, factories,  paint spray  booths, gas  turbine
systems,  medical facilities, automotive cabins,  clean rooms and dust collector
systems.

    CONSUMER PRODUCTS.   Consumer  Products  include a  wide variety  of  custom
styled  containers and packaging items used  primarily by the food, spice, drug,
toiletries, tobacco and chemical specialties industries. The segment's  products
include  lithographed metal containers, flat sheet decorating, combination metal
and plastic  containers, plastic  closures, collapsible  metal tubes,  composite
containers  and  various  specialties,  such  as  spools  for  wire  and  cable,
dispensers for razor blades and outer shells for dry cell batteries.

    (B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

    Business segment  information for  the  fiscal years  1993 through  1995  is
included  on page 38  of the Company's  1995 Annual Report  to Shareholders (the
"Annual Report"), is incorporated  herein by reference and  is filed as part  of
Exhibit 13(a)(vi) to this 1995 Annual Report on Form 10-K ("1995 Form 10-K").

    (C) NARRATIVE DESCRIPTION OF THE BUSINESS

FILTRATION PRODUCTS

    The  Company's  filtration products  business  is conducted  by  the CLARCOR
Filtration  Products   segment  which   includes  the   following   wholly-owned
subsidiaries:  Baldwin Filters,  Inc.; Airguard Industries,  Inc.; Clark Filter,
Inc.; Hastings Filters, Inc.; Baldwin Filters N.V.; and Baldwin Filters Limited.
In addition, the Company owns (i) 5% of G.U.D. Holdings Limited ("GUD") (ii) 50%
of Baldwin Filters  (Aust.) Pty. Ltd.,  (iii) 90% of  Filtros Baldwin de  Mexico
("FIBAMEX"),   (iv)  60%  of  Baldwin-Weifang  Filters  Ltd.,  and  (v)  70%  of
Baldwin-Unifil S.A.

    The companies  market a  line of  over 18,000  oil, air,  fuel, coolant  and
hydraulic  fluid filters and industrial and environmental filters. The Company's
filters are used in a wide variety of applications including engines, equipment,
environmentally controlled areas and processes where effectiveness,  reliability
and  durability are essential. Impure air or fluid impinge upon a paper, cotton,
synthetic, chemical or membrane filter media which collects the impurities which
are disposed of  when the filter  is changed. Paper  filters have pleated  paper
elements  held in specially  treated paper or metal  containers while cotton and
synthetic  filters  use  wound  or   compressed  fibers  with  high   absorption
characteristics.  The Company's filters  are sold throughout  the United States,
Canada  and  worldwide,  primarily  in   the  replacement  market  for   trucks,
automobiles,  marine, construction, industrial and  farm equipment. In addition,
some filters are sold to the original equipment market.

    The segment distributes  filtration products worldwide  through each of  its
subsidiaries.  The Baldwin Filters N.V. and Baldwin Filters Limited subsidiaries
primarily serve  the European  markets. The  Company's joint  venture with  GUD,
Baldwin  Filters (Aust.) Pty. Ltd., markets heavy duty liquid and air filters in
Australia  and  New  Zealand.  FIBAMEX  manufactures  filters  in  Mexico   with
distribution  in Mexico and Central and  South America. The Company expects that
through the fiscal 1996 investment  in Baldwin-Weifang Filters Ltd., heavy  duty
filters  will be manufactured  in China for distribution  in China and Southeast
Asia. Additionally, through the Baldwin-Unifil S.A. acquisition, air  filtration
products will be manufactured in South Africa with distribution throughout South
Africa, Great Britain, Europe and the Middle East.

CONSUMER PRODUCTS

    The  Company's  consumer  products  business is  conducted  by  the Consumer
Products segment which  includes the  Company's wholly-owned  subsidiary, J.  L.
Clark, Inc. ("J. L. Clark").

                                       3
<PAGE>
    In  fiscal 1995 over 1,500 different types and sizes of containers and metal
packaging specialties were manufactured for the Company's customers. Flat  sheet
decorating  is provided by use of state-of-the-art lithography equipment. Metal,
plastic and paper containers  and plastic closures  manufactured by the  Company
are  used in marketing  a wide variety of  dry and paste  form products, such as
food specialties  (tea, spices,  dry bakery  products, potato  chips,  pretzels,
candy   and   other   confections);   cosmetics   and   toiletries;   drugs  and
pharmaceuticals; chemical specialties (hand cleaners, soaps and special cleaning
compounds); and tobacco products. Metal packaging specialties include shells for
dry batteries, dispensers for razor blades, spools for insulated and fine  wire,
and custom decorated flat steel sheets.

    Containers and metal packaging specialties are manufactured only upon orders
received from customers, and individualized containers and packaging specialties
are designed and manufactured, usually with distinctive decoration, to meet each
customer's marketing and packaging requirements and specifications.

    Through  the  Tube  Division  of  J.  L.  Clark,  the  Company  manufactures
collapsible metal tubes for  packaging ointments, artists' supplies,  adhesives,
cosmetic  creams  and  other viscous  materials.  Over  150 types  and  sizes of
collapsible metal tubes  are manufactured.  Tubes are  custom manufactured  from
aluminum  to the  customer's specifications as  to size, shape,  neck design and
decoration. Both coating  and lithographic tube  printing decoration  techniques
are  used.  During  1995  the  Tube  Division  entered  into  an  agreement with
Kunststoffwerk Kutterer ("Kutterer") of Germany to distribute Kutterer's plastic
tube closures in North America. In  addition, the Tube Division entered into  an
agreement  with Extral of Mexico  City, Mexico, which provides  J. L. Clark with
exclusive rights to sell Extral's aluminum tube products in North America.

DISTRIBUTION

    Filtration Products are sold primarily  through a combination of over  3,300
independent  distributors and dealers for  original equipment manufacturers. The
Australian joint  venture markets  heavy duty  filtration products  through  the
distributors of GUD, the Company's joint venture partner.

    Consumer  Products salespersons  call directly on  customers and prospective
customers for containers and packaging specialties. Each salesperson is  trained
in  all aspects  of the  Company's manufacturing  processes with  respect to the
products sold  and  as a  result  is qualified  to  consult with  customers  and
prospective customers concerning the details of their particular requirements.

CLASS OF PRODUCTS

    The  percentage of the  Company's sales volume contributed  by each class of
similar  products  within   the  Company's  Consumer   Products  segment   which
contributed 10% or more of sales is as follows:

<TABLE>
<CAPTION>
                                                                            1995         1994         1993
                                                                            -----        -----        -----
<S>                                                                      <C>          <C>          <C>
Containers.............................................................         18%          20%          24%
</TABLE>

No  class of products within the Company's Filtration Products segment accounted
for as much as 10% of the total sales of the Company.

RAW MATERIAL

    Steel (black plate and  tin plate), filter media,  aluminum sheet and  coil,
stainless  steel, chrome vanadium, chrome silicon, resins and aluminum slugs for
tubes, roll  paper,  bulk  and  roll plastic  materials  and  cotton,  wood  and
synthetic  fibers and adhesives are the most important raw materials used in the
manufacture of  the  Company's products.  All  of  these are  purchased  or  are
available  from  a variety  of sources.  The Company  has no  long-term purchase
commitments. The  Company did  not experience  shortages in  the supply  of  raw
materials during 1995.

                                       4
<PAGE>
PATENTS

    Certain  features of some of the  Company's Filtration and Consumer Products
are  covered  by  domestic  and,  in  some  cases,  foreign  patents  or  patent
applications.  While  these  patents  are  valuable  and  important  for certain
products, the  Company  does  not  believe  that  its  competitive  position  is
dependent upon patent protection.

CUSTOMERS

    The  largest 10 customers  of the Filtration  Products segment accounted for
15.9% of the $221,034,000 of fiscal year 1995 sales of such segment.

    The largest  10 customers  of the  Consumer Products  segment accounted  for
47.5% of the $69,160,000 of fiscal year 1995 sales of such segment.

    No  single customer accounted for 10%  or more of the Company's consolidated
1995 sales.

BACKLOG

    At November 30, 1995, the Company had a backlog of firm orders for  products
amounting  to approximately $33,700,000. The  comparable backlog figure for 1994
was approximately $31,200,000. All  of the orders on  hand at November 30,  1995
are  expected to  be filled  during fiscal  1996. The  Company's backlog  is not
subject to significant seasonal fluctuations.

COMPETITION

    The Company  encounters  strong  competition  in the  sale  of  all  of  its
products.

    In  the Filtration  Products segment,  the Company  competes in  a number of
markets against a  variety of competitors.  The Company is  unable to state  its
relative  competitive position in all of these markets due to a lack of reliable
industry-wide data. However, in the replacement market for heavy duty liquid and
air filters used in internal combustion engines, the Company believes that it is
among the top five measured by  annual sales. In addition, the Company  believes
that it is the largest manufacturer of liquid filters for diesel locomotives.

    In   the   Consumer  Products   segment,   its  principal   competitors  are
approximately 10 manufacturers  whose specialty packaging  segments are  smaller
than  the  Company's and  who often  compete on  a regional  basis only.  In the
Consumer Products market, strong competition is also presented by  manufacturers
of  paper,  plastic and  glass containers.  The Company's  competitors generally
manufacture and  sell  a wide  variety  of  products in  addition  to  packaging
products  of the type produced by the  Company and do not publish separate sales
figures relative to  these competitive  products. Consequently,  the Company  is
unable to state its relative competitive position in those markets.

    The  Company believes that  it is able to  maintain its competitive position
because of the quality and breadth of its products and services.

PRODUCT DEVELOPMENT

    The Company's  laboratories  test filters,  containers,  filter  components,
paints,  inks, varnishes, adhesives and sealing compounds to insure high quality
manufacturing results, aid suppliers in the development of special finishes  and
conduct  controlled tests of finishes and  newly designed filters and containers
being  perfected  for  particular  uses.  Product  development  departments  are
concerned  with the improvement  of existing filters,  consumer products and the
creation of new and individualized filters, containers and consumer products, in
order to broaden the uses of  these items, counteract obsolescence and  evaluate
other  products available in  the marketplace. During fiscal  1994, a new 25,000
square foot  technical  center in  Kearney,  Nebraska designed  to  enhance  the
Company's technology in the heavy duty filter industry became operational.

    In  fiscal  1995,  the  Company  employed  51  professional  employees  on a
full-time basis  on  research activities  relating  to the  development  of  new
products  or the improvement  or redesign of its  existing products. During this
period the Company spent approximately $3,013,000 on such activities as compared
with $3,354,000 for 1994 and $2,824,000 for 1993.

                                       5
<PAGE>
    In addition, during the  fourth quarter of 1995,  the Company added the  Gas
Turbine  Systems  Business  Unit for  the  development of  inlet  air filtration
systems.

ENVIRONMENTAL FACTORS

    The Company is not aware of any  facts which would cause it to believe  that
it  is  in  material  violation  of  existing  applicable  standards  respecting
emissions to the  atmosphere, discharges  to waters, or  treatment, storage  and
disposal  of solid or hazardous wastes. There  are no pending material claims or
actions against the Company alleging violations of such standards.

    The Company does  anticipate, however, that  it may be  required to  install
additional  pollution  control equipment  to augment  existing equipment  in the
future in  order to  meet  applicable environmental  standards. The  Company  is
presently  unable to predict the timing or the cost of such equipment and cannot
give any assurance  that the  cost of  such equipment  may not  have an  adverse
effect  on earnings.  However, the Company  is not  aware, at this  time, of any
current or  pending  requirement  to  install  such  equipment  at  any  of  its
facilities.

EMPLOYEES

    As of November 30, 1995, the Company had approximately 2,379 employees.

    (D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES

    Financial  information relating to export sales and the Company's operations
in the United States and other countries is  set forth on Page 23 of the  Annual
Report under the caption "Financial Summary -- Segment Information -- Geographic
Segments,"  and is incorporated herein by  reference and filed as Exhibit 13a(x)
to this 1995 Form 10-K. The Company is not aware of any unusual risks  attendant
to the conduct of its operations in other countries.

ITEM 2.  PROPERTIES.

    (I) LOCATION

    The  corporate  office building  located in  Rockford, Illinois,  houses the
Corporate offices and the Filtration and Consumer Products headquarters  offices
in 22,000 square feet of office space.

    FILTRATION  PRODUCTS.    The following  is  a description  of  the principal
properties owned  and  utilized by  the  Company in  conducting  its  Filtration
Products business:

    The Baldwin Filters' Kearney, Nebraska plant contains 410,000 square feet of
manufacturing  and  warehousing  space,  25,000  square  feet  of  research  and
development space, and 40,000 square  feet of office space.  It is located on  a
site  of approximately 40 acres. In addition,  Baldwin has a capital lease for a
100,000 square foot manufacturing facility on a site of 20 acres in  Gothenburg,
Nebraska.

    Airguard  Industries  has four  manufacturing  locations. It  leases 167,000
square feet in New Albany, Indiana on a 8.5 acre tract of land and 44,500 square
feet in Dallas, Texas. Airguard owns a 38,000 square foot manufacturing facility
on a 1.8 acre tract of land in Corona, California. The Airguard High  Efficiency
Filter  plant, located in Jeffersontown,  Kentucky on a 7.5  acre tract of land,
contains 100,000 square feet of manufacturing and office facilities.

    Airguard sales outlets with warehousing are located in Louisville, Kentucky;
Cincinnati,  Ohio;  Nashville,  Tennessee;  Atlanta,  Georgia;  Columbus,  Ohio;
Birmingham, Alabama; Dallas, Texas; and Corona, California. During 1995 Airguard
added distribution centers in Wallingford, Connecticut and New Albany, Indiana.

    The  Company  also manufactures  filters in  Lancaster, Pennsylvania  at its
Clark Filter plant. The building, constructed  about 1968 on an 11.4 acre  tract
of  land, contains 168,000 square feet of  manufacturing and office space and is
owned by the Company.

    Hastings Filters' manufacturing and  distribution facilities are located  in
Yankton,  South  Dakota  and  Knoxville,  Tennessee.  The  Yankton  facility has
approximately 100,000 square feet of floor space

                                       6
<PAGE>
on a 21 acre tract and  the Knoxville facility has approximately 168,000  square
feet of floor space on a 22 acre tract. An addition of 70,000 square feet to the
Yankton  facility will be  completed in 1996.  Both facilities are  owned by the
Company.

    The Company leases various facilities in other countries for the manufacture
and distribution of filtration products.

    CONSUMER PRODUCTS.    The  following  is  a  description  of  the  principal
properties owned and utilized by the Company in conducting its Consumer Products
business:

    The  Company's J. L.  Clark, Rockford, Illinois plant,  located on 34 acres,
consists  of  one-story  manufacturing  buildings,   the  first  of  which   was
constructed  in  1910.  Since  then  a  number  of  major  additions  have  been
constructed  and  an   injection  molding   plant  was   constructed  in   1972.
Approximately  429,000 square feet  of floor area  are devoted to manufacturing,
warehouse and office use. Of the 34 acres, approximately 12 are vacant. A 25,000
square foot addition to the injection molding facility was completed in  January
1996.

    A  J. L. Clark plant is  located in Lancaster, Pennsylvania on approximately
11 acres. It consists  of a two-story  office building containing  approximately
7,500  square  feet  of floor  space  and  a manufacturing  plant  and warehouse
containing 236,000 square feet of  floor space, most of  which is on one  level.
These buildings were constructed between 1924 and 1964.

    The  J. L. Clark  Tube Division's manufacturing plant  is located in Downers
Grove, Illinois  on a  5-acre tract  of land.  The one-story  building  contains
58,000 square feet of floor space.

    The  various properties owned by  the Company are considered  by it to be in
good repair  and  well  maintained.  All of  the  manufacturing  facilities  are
adequate  for  the  current  sales  volume of  the  Company's  products  and can
accommodate expansion of  production levels before  significant plant  additions
are required.

    (II) FUNCTION

    FILTRATION  PRODUCTS.  Oil,  air, fuel, hydraulic  fluid and coolant filters
are produced at the Baldwin and Hastings facilities in Kearney, and  Gothenburg,
Nebraska,  Yankton, South Dakota  and Knoxville, Tennessee.  Much of the Baldwin
plant equipment has been built or modified by Baldwin. The various processes  of
pleating  paper, winding cotton and synthetic fibers, placing the filter element
in a metal or  fiber container and painting  the containers are mechanized,  but
require manual assistance. The plants also maintain an inventory of special dies
and molds for filter manufacture.

    Air filters for the industrial air and environmental markets are produced in
the Airguard facilities.

    Oil,  air and fuel filters, primarily for  use in the railroad industry, are
produced at Clark Filter in Lancaster, Pennsylvania.

    CONSUMER PRODUCTS.  The  Company's metal and  combination metal and  plastic
packaging  products  are produced  at J.  L. Clark  plants located  in Rockford,
Illinois, and Lancaster,  Pennsylvania. The  Rockford and  Lancaster plants  are
completely  integrated  facilities  which include  creative  and  mechanical art
departments and  photographic facilities  for color  separation, preparation  of
multiple-design  negatives and lithographing plates.  Metal sheets are decorated
on high speed coating machines and lithographing presses connected with conveyor
ovens. Decorated sheets  are then cut  to working sizes  on shearing  equipment,
following  which  fabrication is  completed  by punch  presses,  can-forming and
can-closing  equipment  and  other   specialized  machinery  for   supplementary
operations. Most tooling for fabricating equipment is designed and engineered by
the  Company's engineering staffs, and  much of it is  produced in the Company's
tool rooms.

    Plastic packaging  capabilities include  printing and  molding of  irregular
shaped  plastic containers and  customized plastic closures. J.  L. Clark is the
only company in the packaging industry to mold and offset lithograph a one-piece
irregular shaped  semi-rigid plastic  container  with a  living hinge  cover.  A

                                       7
<PAGE>
growing area of specialty is custom-designed plastic closures for products which
have  tamper-evidence as well as convenience features. J. L. Clark's distinctive
plastic closures  include the  combiTop-Registered  Trademark- and  the  SST-TM-
products.

    Collapsible  metal tubes are produced at the J. L. Clark Tube Division plant
in Downers Grove,  Illinois from  aluminum slugs  on fully-automated  production
lines  which consist of  extrusion presses, trimming  machines, annealing ovens,
coating machines,  printing presses  and capping  machines. When  necessary  for
customer  specifications, tubes  can be  internally waxed  or lined  in order to
achieve chemical compatibility with products to be packed.

    Composite containers of both spiral  and convolute construction, as well  as
some  specialty  items,  are produced  at  J.  L. Clark  divisions  in Rockford,
Illinois and Lancaster, Pennsylvania.

ITEM 3.  LEGAL PROCEEDINGS.

    The Company is  involved in legal  actions arising in  the normal course  of
business.  After taking  into consideration  legal counsel's  evaluation of such
actions, management  is  of the  opinion  that their  outcome  will not  have  a
material  adverse effect on the Company's  consolidated results of operations or
financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    None.

ADDITIONAL ITEM:  EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
                                                                           AGE AT     YEAR ELECTED
NAME                                                                      11/30/95      TO OFFICE
-----------------------------------------------------------------------  -----------  -------------
<S>                                                                      <C>          <C>
Lawrence E. Gloyd......................................................          63          1995
  Chairman of  the Board  and Chief  Executive Officer.  Mr. Gloyd  was
elected  President and Chief  Operating Officer in  1986, President and
Chief  Executive  Officer  in  1988,  Chairman,  President  and   Chief
Executive Officer in 1991, and Chairman of the Board and Chief Exective
Officer in 1995.
Norman E. Johnson......................................................          47          1995
  President  and Chief Operating Officer. Mr. Johnson has been employed
by the Company  since 1990. He  was elected President-Baldwin  Filters,
Inc.   in   1990,   Vice   President-CLARCOR   in   1992,   Group  Vice
President-Filtration Products Group  in 1993, and  President and  Chief
Operating Officer in 1995.
Bruce A. Klein.........................................................          48          1995
  Vice  President-Finance and  Chief Financial  Officer. Mr.  Klein was
employed by the  Company and elected  Vice President-Finance and  Chief
Financial Officer on January 3, 1995.
Ronald A. Moreau.......................................................          48          1989
  President  of J. L. Clark,  Inc. Mr. Moreau has  been employed by the
Company since 1986. He was Vice  President of Operations for the J.  L.
Clark  subsidiary  from  1986  to  1989.  He  was  elected  Group  Vice
President-Consumer Products Group and President of J. L. Clark, Inc. in
1989.
David J. Anderson......................................................          57          1994
  Vice President-International/Corporate Development. Mr. Anderson  has
been  employed by the Company since 1990. He was elected Vice President
Marketing & Business  Development for the  CLARCOR Filtration  Products
subsidiary  in 1991,  Vice President-Corporate Development  in 1993 and
Vice President-International/Corporate Development in 1994.
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                           AGE AT     YEAR ELECTED
NAME                                                                      11/30/95      TO OFFICE
-----------------------------------------------------------------------  -----------  -------------
<S>                                                                      <C>          <C>
David J. Lindsay.......................................................          40          1995
  Vice President-Administration and  Chief Administrative Officer.  Mr.
Lindsay  has  been employed  by the  Company in  various administrative
positions since 1987. He was  elected Vice President-Group Services  in
1991, Vice President-Administration in 1994 and Vice
President-Administration and Chief Administrative Officer in 1995.
William F. Knese.......................................................          47          1991
  Vice President, Treasurer and Controller. Mr. Knese has been employed
by the Company since 1979. He was elected Vice President, Treasurer and
Controller in 1991.
Peter F. Nangle........................................................          34          1994
  Vice  President-Information Services. Mr. Nangle has been employed by
the Company  since  1993.  He was  elected  Vice  President-Information
Services in 1994.
Marcia S. Blaylock.....................................................          39          1996
  Vice  President  and Corporate  Secretary. Ms.  Blaylock has  been an
employee of the Company since 1974. She was elected Assistant Secretary
in 1994, Corporate Secretary in  1995 and Vice President and  Corporate
Secretary in 1996.
</TABLE>

    Each  executive officer  of the Company  is elected  for a term  of one year
which begins at the Board  of Directors Meeting at which  he or she is  elected,
held  following the Annual Meeting of Shareholders,  and ends on the date of the
next Annual Meeting of Shareholders or  upon the due election and  qualification
of his or her successor.

                                       9
<PAGE>
                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.

    The  Company's Common Stock is listed on  the New York Stock Exchange; it is
traded under the symbol  CLC. The following  table sets forth  the high and  low
market  prices  as quoted  during the  relevant  periods on  the New  York Stock
Exchange and dividends paid for each quarter of the last two fiscal years.
<TABLE>
<CAPTION>
                                                                                            MARKET PRICE
                                                                                        --------------------
QUARTER ENDED                                                                             HIGH        LOW      DIVIDEND
--------------------------------------------------------------------------------------  ---------  ---------  -----------
<S>                                                                                     <C>        <C>        <C>
March 4, 1995.........................................................................  $  21 1/4  $  18 1/8   $   .1575
June 3, 1995..........................................................................     21 5/8         19       .1575
September 2, 1995.....................................................................     23 3/4     21 1/2       .1575
December 2, 1995......................................................................         27     21 3/8       .1600
                                                                                                              -----------
Total Dividend........................................................................                         $   .6325
                                                                                                              -----------
                                                                                                              -----------

<CAPTION>

                                                                                            MARKET PRICE
                                                                                        --------------------
QUARTER ENDED                                                                             HIGH        LOW      DIVIDEND
--------------------------------------------------------------------------------------  ---------  ---------  -----------
<S>                                                                                     <C>        <C>        <C>
February 26, 1994.....................................................................  $  22 3/8  $  18 1/4   $   .1550
May 28, 1994..........................................................................     21 5/8         17       .1550
August 27, 1994.......................................................................     20 1/8     15 7/8       .1550
December 3, 1994......................................................................     21 1/2     18 1/2       .1575
                                                                                                              -----------
Total Dividend........................................................................                         $   .6225
                                                                                                              -----------
                                                                                                              -----------
</TABLE>

    The approximate number of holders of  record of Common Stock of the  Company
as  at February 1, 1996  is 1,800. In addition,  the Company believes that there
are approximately 6,000 beneficial owners whose shares are held in street names.

ITEM 6.  SELECTED FINANCIAL DATA.

    The information required hereunder is  set forth on pages  24 and 25 of  the
Annual  Report under  the caption  "11-Year Financial  Summary", is incorporated
herein by reference and is filed as Exhibit 13a(ix) to this 1995 Form 10-K.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

    The information required hereunder  is set forth on  pages 17 through 23  of
the  Annual Report under the caption  "Financial Review", is incorporated herein
by reference and is filed as Exhibit 13a(x) to this 1995 Form 10-K.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    The Consolidated  Financial Statements,  the Notes  thereto and  the  report
thereon of Coopers & Lybrand L.L.P., independent accountants, required hereunder
with  respect to the Company and its  consolidated subsidiaries are set forth on
pages 26 through 39, inclusive, of the Annual Report, are incorporated herein by
reference and is  filed as Exhibits  13(a)(ii) through 13(a)(vii)  to this  1995
Form 10-K.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

    None.

                                       10
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    Certain  information required hereunder is set forth on pages 1 and 2 of the
Company's Proxy Statement dated  February 22, 1996  (the "Proxy Statement")  for
the  Annual  Meeting of  Shareholders to  be held  on March  28, 1996  under the
caption "Election of  Directors -- Nominees  for Election to  the Board" and  is
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION.

    The  information  required hereunder  is  set forth  on  pages 6  through 14
inclusive, of the Proxy Statement  under the caption "Compensation of  Executive
Officers and Other Information" and is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    The  information required  hereunder is set  forth on  pages 4 and  5 of the
Proxy Statement under the caption "Beneficial Ownership of the Company's  Common
Stock" and is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    None.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.

    (A)  FINANCIAL STATEMENTS

    The  following financial information is  incorporated herein by reference to
the Company's Annual Report to Shareholder's for the fiscal year ended  November
30, 1995:

    *Consolidated Balance Sheets at November 30, 1995 and 1994

    *Consolidated  Statements of Earnings for the years ended November 30, 1995,
     1994 and 1993

    *Consolidated  Statements  of  Shareholders'  Equity  for  the  years  ended
     November 30, 1995, 1994 and 1993

    *Consolidated  Statements of  Cash Flows  for the  years ended  November 30,
     1995, 1994 and 1993

    *Notes to Consolidated Financial Statements

    *Report of Independent Accountants

    *Management's Report on Responsibility for Financial Reporting
------------------------
*Filed herewith as part of Exhibit 13(a) to this 1995 Form 10-K

    The following items are set forth herein on the pages indicated:

<TABLE>
<S>        <C>        <C>                                                                           <C>
Report of Independent Accountants.................................................................        F-1

Financial Statement Schedules:

               VIII.  Valuation and Qualifying Accounts and Reserve...............................        F-2
</TABLE>

    Financial statements and schedules other than those listed above are omitted
for the  reason  that  they  are  not  applicable,  are  not  required,  or  the
information is included in the financial statements or the footnotes therein.

    (B)   The Company filed a Current Report on Form 8-K dated September 5, 1995
to report the purchase of certain assets from Hastings Manufacturing Company.

                                       11
<PAGE>
    (C)  Exhibits

<TABLE>
<C>           <S>
       3.1    The registrant's Restated Certificate of Incorporation. Incorporated by  reference
              to  Exhibit 3.1 to  the Company's Annual Report  on Form 10-K  for the fiscal year
              ended November 30, 1983.
       3.1(a) Amendment to ARTICLE NINTH of Restated Certificate of Incorporation.  Incorporated
              by reference to Exhibit 3.1(a) to the Company's Annual Report on Form 10-K for the
              fiscal year ended November 30, 1988 (the "1988 10-K").
       3.1(b) Amendment changing name of Registrant to CLARCOR Inc. Incorporated by reference to
              Exhibit 3.1(b) to the 1988 10-K.
       3.1(c) Amendment  to  ARTICLE  FOURTH  of  the  Restated  Certificate  of  Incorporation.
              Incorporated by reference to Exhibit 3.1(c) to the Company's Annual Report on Form
              10-K for the fiscal year ended November 30, 1990.
       3.2    The registrant's By-laws, as amended.
       4      Rights Agreement dated as of April 14,  1987 between the registrant and The  First
              National  Bank of Chicago. Incorporated by reference to Exhibit 1 to the Company's
              Current Report on Form 8-K dated April 20, 1986.
       4.1    Amendment to Rights Agreement dated as of June 27, 1989. Incorporated by reference
              to Exhibit 4 to the Company's Current Report on Form 8-K filed on August 14, 1989.
      10.1*   The registrant's Deferred Compensation Plan for Directors.
      10.2*   The registrant's Supplemental Retirement Plan.
      10.2(a) The registrant's  1994 Executive  Retirement Plan.  Incorporated by  reference  to
              Exhibit  10.2(a) to the Company's  Annual Report on Form  10-K for the fiscal year
              ended December 3, 1994 ("1994 10-K").
      10.2(b) The registrant's  1994 Supplemental  Pension Plan.  Incorporated by  reference  to
              Exhibit 10.2(b) to the 1994 10-K.
      10.2(c) The  registrant's Supplemental Retirement Plan  (as amended and restated effective
              December 1, 1994). Incorporated by reference to Exhibit 10.2(c) to the 1994 10-K.
      10.3    The registrant's 1984 Stock Option Plan. Incorporated by reference to Exhibit A to
              the Company's  Proxy Statement  dated March  2,  1984 for  the Annual  Meeting  of
              Shareholders held on March 31, 1984.
      10.4    Employment  Agreements with certain officers. Incorporated by reference to Exhibit
              5 to the Company's Current Report on Form 8-K filed July 25, 1989.
      10.5    The registrant's 1994 Incentive  Plan. Incorporated by reference  to Exhibit A  to
              the  Company's Proxy Statement dated  February 24, 1994 for  the Annual Meeting of
              Shareholders held on March 31, 1994.
      11      Computation of Per Share Earnings.
      13 (a)  The following  items incorporated  by  reference herein  from the  Company's  1995
              Annual  Report to  Shareholders ("1995 Annual  Report"), are filed  as Exhibits to
              this Annual Report Form 10-K:
</TABLE>

<TABLE>
<C>        <S>
      (i)  Business segment information for the fiscal years 1993 through 1995 set forth on
             page 38 of the 1995 Annual Report (included in Exhibit 13(a)(vi) -- Note N  of
             Notes to Consolidated Financial Statements);
     (ii)  Consolidated  Balance Sheets of the Company and its Subsidiaries at November 30,
             1995 and 1994 set forth on page 26 of the 1995 Annual Report;
</TABLE>

                                       12
<PAGE>
<TABLE>
<C>        <S>
    (iii)  Consolidated Statements of Earnings of the Company and its Subsidiaries for  the
           years  ended November 30, 1995, 1994  and 1993 set forth on  page 27 of the 1995
             Annual Report;
     (iv)  Consolidated  Statement  of  Shareholders'  Equity  for  the  Company  and   its
           Subsidiaries  for the years ended November 30,  1995, 1994 and 1993 set forth on
             page 28 of the 1995 Annual Report;
      (v)  Consolidated Statements of Cash  Flows of the Company  and its Subsidiaries  for
           the  years ended November  30, 1995, 1994 and  1993 set forth on  page 29 of the
             1995 Annual Report;
     (vi)  Notes to Consolidated Financial Statements set  forth on pages 30 through 38  of
           the 1995 Annual Report;
    (vii)  Report  of  Independent Accountants  set forth  on  page 39  of the  1995 Annual
             Report;
   (viii)  Management's Report on Responsibility for Financial Reporting set forth on  page
           40 of the 1995 Annual Report;
     (ix)  Information  under the caption "11-Year Financial Summary" set forth on pages 24
           and 25 of the 1995 Annual Report; and
      (x)  Management's Discussion  and  Analysis of  Financial  Condition and  Results  of
             Operation  set forth under the caption  "Financial Review" on pages 17 through
             23 of the 1995 Annual Report.
</TABLE>

<TABLE>
<S>           <C>
      21      Subsidiaries of the Registrant.
      23      Consent of Independent Accountants.
</TABLE>

------------------------
* Incorporated by reference to the Company's Annual Report on Form 10-K for  the
  fiscal year ended November 30, 1984, in which each Exhibit had the same number
  as herein.

                                       13
<PAGE>
                                   SIGNATURES

    Pursuant  to  the requirements  of  Section 13  or  15(d) 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)

                                               By:     /s/ LAWRENCE E. GLOYD

                                                  ------------------------------
                                                        Lawrence E. Gloyd
                                                      CHAIRMAN OF THE BOARD
                                                    & CHIEF EXECUTIVE OFFICER
Date: February 23, 1996

    Pursuant to the requirements  of the Securities Exchange  Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                      <C>
Date: February 23, 1996             By:  LAWRENCE E. GLOYD
                          -------------------------------------------
                                       Lawrence E. Gloyd
                                    CHAIRMAN OF THE BOARD &
                             CHIEF EXECUTIVE OFFICER AND DIRECTOR

Date: February 23, 1996               By:  BRUCE A. KLEIN
                          -------------------------------------------
                                        Bruce A. Klein
                           VICE PRESIDENT-FINANCE & CHIEF FINANCIAL
                                             OFFICER

Date: February 23, 1996              By  WILLIAM F. KNESE
                          -------------------------------------------
                                       William F. Knese
                         VICE PRESIDENT, TREASURER, CONTROLLER & CHIEF
                                        ACCOUNTING OFFICER

Date: February 23, 1996                By  J. MARC ADAM
                          -------------------------------------------
                                         J. Marc Adam
                                           DIRECTOR

Date: February 23, 1996               By  MILTON R. BROWN
                          -------------------------------------------
                                        Milton R. Brown
                                           DIRECTOR

Date: February 23, 1996               By  CARL J. DARGENE
                          -------------------------------------------
                                        Carl J. Dargene
                                           DIRECTOR
</TABLE>

                                       14
<PAGE>
<TABLE>
<S>                      <C>
Date: February 23, 1996              By  FRANK A. FIORENZA
                          -------------------------------------------
                                       Frank A. Fiorenza
                                           DIRECTOR

Date: February 23, 1996           By  DUDLEY J. GODFREY, JR.
                          -------------------------------------------
                                    Dudley J. Godfrey, Jr.
                                           DIRECTOR

Date: February 23, 1996            By  STANTON K. SMITH, JR.
                          -------------------------------------------
                                     Stanton K. Smith, Jr.
                                           DIRECTOR

Date: February 23, 1996              By  RICHARD A. SNELL
                          -------------------------------------------
                                       Richard A. Snell
                                           DIRECTOR

Date: February 23, 1996                 By  DON A. WOLF
                          -------------------------------------------
                                          Don A. Wolf
                                           DIRECTOR
</TABLE>

                                       15
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

    Our  report on  the consolidated  financial statements  of CLARCOR  Inc. and
Subsidiaries has been incorporated by reference  in this Form 10-K from page  39
of the 1995 Annual Report to Shareholders of CLARCOR Inc. In connection with our
audits  of such financial statements, we have also audited the related financial
statement schedule listed on page 11 (index of exhibits) of this Form 10-K.

    In our opinion,  the financial  statement schedule referred  to above,  when
considered  in  relation to  the basic  financial statements  taken as  a whole,
presents fairly,  in  all material  respects,  the information  required  to  be
included therein.

                                          COOPERS & LYBRAND L.L.P.

Rockford, Illinois
January 8, 1996

                                      F-1
<PAGE>
                                  CLARCOR INC.
         SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
              FOR THE YEARS ENDED NOVEMBER 30, 1995, 1994 AND 1993
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              COLUMN C
                                                                    ----------------------------
                                                                             ADDITIONS
                                                        COLUMN B    ----------------------------
                                                       -----------                                                COLUMN E
                                                       BALANCE AT          (1)        (2)                        -----------
                      COLUMN A                          BEGINNING    CHARGED TO     CHARGED TO      COLUMN D     BALANCE OF
-----------------------------------------------------      AT         COSTS AND        OTHER      -------------    AND OF
                     DESCRIPTION                        OF PERIOD     EXPENSES       ACCOUNTS      DEDUCTIONS      PERIOD
-----------------------------------------------------  -----------  -------------  -------------  -------------  -----------
<S>                                                    <C>          <C>            <C>            <C>            <C>
1995:
Allowance for losses on accounts receivable             $   1,580     $     386      $       0      $     409(A)  $   1,557
                                                       -----------        -----          -----          -----    -----------
                                                       -----------        -----          -----          -----    -----------
1994:
Allowance for losses on accounts receivable             $   1,544     $     474      $     288(B)   $     726(A)  $   1,580
                                                       -----------        -----          -----          -----    -----------
                                                       -----------        -----          -----          -----    -----------
1993:
Allowance for losses on accounts receivable             $     788     $     610      $     650(C)   $     504(A)  $   1,544
                                                       -----------        -----          -----          -----    -----------
                                                       -----------        -----          -----          -----    -----------
<FN>

NOTES:

(A) Bad debts written off during year, net of recoveries.
(B)  Due to acquisition  addition in 1993  adjusted due to  SFAS 109 adoption in
    1994.
(C) Due to the acquisitions of Airguard Industries and Guardian Filter in 1993.
</TABLE>

                                      F-2