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REPORT OF INDEPENDENT ACCOUNTANTS                            EXHIBIT 13(a)(vii)
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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, 1998 and 1997, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended November 30, 1998, in conformity with
generally accepted accounting principles. 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 generally accepted auditing
standards 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 the opinion expressed above.



/s/ PricewaterhouseCoopers LLP


Chicago, Illinois
January 8, 1999


