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                                                              EXHIBIT 13(a)(vii)

REPORT OF INDEPENDENT ACCOUNTANTS
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The Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, shareholders' equity and cash flows present
fairly, in all material respects, the consolidated financial position of CLARCOR
Inc. and its subsidiaries at November 30, 2000 and November 30, 1999 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended November 30, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
January 8, 2001


                                                             EXHIBIT 13(a)(viii)

MANAGEMENT'S REPORT ON RESPONSIBILITY
FOR FINANCIAL REPORTING
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The management of CLARCOR is responsible for the preparation, integrity and
objectivity of the Company's financial statements and the other financial
information in this report. The financial statements were prepared in conformity
with generally accepted accounting principles and reflect, in all material
respects, the results of operations and the Company's financial position for
the periods shown. The financial statements are presented on the accrual basis
of accounting and, where appropriate, reflect estimates based upon judgments of
management.

In addition, management maintains a system of internal controls designed to
assure that Company assets are safeguarded from loss or unauthorized use or
disposition. Also, the controls system provides assurance that transactions
are authorized according to the intent of management and are accurately
recorded to permit the preparation of financial statements in accordance with
generally accepted accounting principles. For the periods covered by the
financial statements in this report, management believes this system of internal
controls was effective concerning all material matters. The effectiveness of the
controls system is supported by the selection and training of qualified
personnel, an organizational structure that provides an appropriate division of
responsibility, a strong budgetary system of control and a comprehensive
internal audit program.

The Audit Committee of the Board of Directors, which is composed of three
outside directors, serves in an oversight role to assure the integrity and
objectivity of the Company's financial reporting process. The Committee meets
periodically with representatives of management and the independent and
internal auditors to review matters of a material nature related to financial
reporting and the planning, results and recommendations of audits. The
independent and internal auditors have free access to the Audit Committee. The
Committee is also responsible for making recommendations to the Board of
Directors concerning the selection of the independent auditors.


/s/ NORMAN E. JOHNSON     /s/ BRUCE A. KLEIN          /s/ MARCIA S. BLAYLOCK

Norman E. Johnson         Bruce A. Klein              Marcia S. Blaylock
Chairman, President and   Vice President-Finance and  Vice President, Controller
Chief Executive Officer   Chief Financial Officer


January 8, 2001




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