<SUBMISSION>
<ACCESSION-NUMBER>0000950137-02-006621
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20021211
<EFFECTIVENESS-DATE>20021211
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CLARCOR INC
<CIK>0000020740
<ASSIGNED-SIC>3714
<IRS-NUMBER>360922490
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1130
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-101767
<FILM-NUMBER>02854154
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2323 SIXTH ST
<STREET2>PO BOX 7007
<CITY>ROCKFORD
<STATE>IL
<ZIP>61125
<PHONE>8159628867
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2323 SIXTH STREET
<CITY>ROCKFORD
<STATE>IL
<ZIP>61125
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CLARK J L MANUFACTURING CO /DE/
<DATE-CHANGED>19871001
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>c73484sv8.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2002

                                                REGISTRATION NO. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          -----------------------------

                                  CLARCOR INC.
             (Exact Name of Registrant as specified in its Charter)

                          -----------------------------

                    DELAWARE                                     36-0922490
                    --------                                     ----------
(State or other jurisdiction of incorporation or              (I.R.S. Employer
                  organization)                              Identification No.)

                                2323 SIXTH STREET
                                  P.O. BOX 7007
                            ROCKFORD, ILLINOIS 61125
                    (Address of principal executive offices)

                          -----------------------------

                                  CLARCOR INC.
                               1994 INCENTIVE PLAN
                            (Full title of the plan)

                          -----------------------------

                                  DAVID J. BOYD
                         VICE PRESIDENT, GENERAL COUNSEL
                             AND CORPORATE SECRETARY
                                  CLARCOR INC.
                                2323 SIXTH STREET
                                  P.O. BOX 7007
                     ROCKFORD, ILLINOIS 61125 (815) 961-5686
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                  ROBERT P. FREEMAN, SIDLEY AUSTIN BROWN & WOOD
        10 SOUTH DEARBORN STREET, CHICAGO, ILLINOIS 60603 (312) 853-7000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                    PROPOSED           PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES                 AMOUNT TO BE      MAXIMUM OFFERING      AGGREGATE OFFERING   REGISTRATION
          TO BE REGISTERED (1)               REGISTERED (2)    PRICE PER SHARE (3)         PRICE (3)           FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>                    <C>                  <C>
Common Stock, par value $1.00 per share
(including Preferred Stock Purchase Rights)     1,000,000            $31.97               $31,970,000        $2,941.24
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Preferred Stock Purchase Rights are initially carried and traded with the
     Common Stock of the Registrant. Value attributable to such Preferred Stock
     Purchase Rights, if any, is reflected in the market price of the Common
     Stock.

(2)  Plus such additional shares of Common Stock as may be issuable pursuant to
     the anti-dilution provisions of the CLARCOR Inc. 1994 Incentive Plan, in
     accordance with Rule 416(a) under the Securities Act of 1933.

(3)  The offering price has been estimated solely for the purpose of determining
     the registration fee pursuant to Rule 457(h) on the basis of the average of
     the high and low prices of the Common Stock as reported on the New York
     Stock Exchange on December 5, 2002.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        This registration statement relates to securities of the Registrant to
         be offered pursuant to the CLARCOR Inc. 1994 Incentive Plan, as
         indicated on the facing sheet hereof. Information required by Part I to
         be contained in the Section 10(a) prospectus related to this plan is
         omitted from this registration statement in accordance with Rule 428
         under the Securities Act of 1933 (the "Securities Act") and the Note to
         Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed by the Registrant with the
         Securities and Exchange Commission (the "Commission") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
         incorporated by reference in the Registrant's registration statement:

         1. The annual report on Form 10-K for the fiscal year ended December 1,
            2001 of the Registrant;

         2. All reports filed by the Registrant pursuant to Section 13(a) or
            15(d) of the Exchange Act since December 1, 2001;

         3. The Registrant's description of its Common Stock, as set forth in
            the Registrant's Registration Statement on Form 8-A filed with the
            Commission on March 2, 1992 (File No. 1-11024), as amended by the
            Registrant's Amendment No. 1 thereto filed with the Commission on
            March 4, 1992 (File No. 1-11024), including any amendment or report
            filed for the purpose of updating such description; and

         4. The Registrant's description of its Preferred Stock Purchase Rights,
            as set forth in the Registrant's Registration Statement on Form 8-A
            filed with the Commission on April 3, 1996 (File No. 1-11024), as
            amended by the Registrant's Registration Statement on Form 8-A/A
            filed with the Commission on March 29, 1999 (File No. 1-11024),
            including any further amendment or report filed for the purpose of
            updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
         of this registration statement and prior to the filing of a
         post-effective amendment which indicates that all securities offered
         have been sold or which deregisters all securities then remaining
         unsold, shall be deemed to be incorporated by reference in this
         registration statement and to be part thereof from the date of filing
         of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not required.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.


                                      -1-
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law contains provisions
         permitting corporations organized thereunder to indemnify directors,
         officers, employees and agents from liability under certain
         circumstances. The Second Restated Certificate of Incorporation of the
         Registrant provides indemnification for directors, officers, employees
         and agents to the extent permitted by the Delaware General Corporation
         Law, eliminates to the extent permitted by the law the personal
         liability of directors for monetary damages to the Registrant and its
         stockholders and permits the Registrant to insure its directors,
         officers, employees and agents against certain liabilities as to which
         they may not be indemnified under the Delaware General Corporation Law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not required.


ITEM 8.  EXHIBITS.

         See the Exhibit Index accompanying this Registration Statement.


ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
             Securities Act;

             (ii) to reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the information
             set forth in the registration statement;

             (iii) to include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

         (2) that, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (3) to remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the registration statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the Registrant pursuant to the foregoing provisions, or otherwise, the


                                      -2-
<PAGE>

         Registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable. In the event that a claim for
         indemnification against such liabilities (other than the payment by the
         Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Securities Act and will
         be governed by the final adjudication of such issue.


                                      -3-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Rockford, state of Illinois, on the 11th day of
December 2002.

                                        CLARCOR INC.


                                        By: /s/ Norman E. Johnson
                                            -----------------------------
                                            Norman E. Johnson
                                            Chairman, President and Chief
                                            Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
SIGNATURES                               TITLE                                            DATE
<S>                                      <C>                                              <C>
/s/ Norman E. Johnson                    Chairman, President, Chief Executive Officer     December 11, 2002
-------------------------------          and Director (Principal Executive Officer)
Norman E. Johnson

/s/ Bruce A. Klein                       Vice President Finance and Chief Financial       December 11, 2002
-------------------------------          Officer (Principal Financial Officer)
Bruce A. Klein

/s/ Marcia S. Blaylock                   Vice President, Controller, Chief  Accounting    December 11, 2002
-------------------------------          Officer
Marcia S. Blaylock                       (Principal Accounting Officer)

/s/ Lawrence E. Gloyd                    Director                                         December 11, 2002
-------------------------------
Lawrence E. Gloyd

/s/ Robert H. Jenkins                    Director                                         December 11, 2002
-------------------------------
Robert H. Jenkins

/s/ Philip R. Lochner, Jr.               Director                                         December 11, 2002
-------------------------------
Philip R. Lochner, Jr.

/s/ Roseann Stevens                      Director                                         December 11, 2002
-------------------------------
Roseann Stevens

/s/ J. Marc Adams                        Director                                         December 11, 2002
-------------------------------
J. Marc Adams

/s/ James L. Packard                     Director                                         December 11, 2002
-------------------------------
James L. Packard

/s/ Keith E. Wandell                     Director                                         December 11, 2002
-------------------------------
Keith E. Wandell

/s/ Robert J. Burgstahler                Director                                         December 11, 2002
-------------------------------
Robert J. Burgstahler
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

       Exhibit No.     DESCRIPTION
       -----------     -----------

           4.1         The Registrant's Second Restated Certificate of
                       Incorporation incorporated by reference to Exhibit 3.1 to
                       the Registrant's Annual Report on Form 10-K for the
                       fiscal year ended November 30, 1998 (File No. 1-11024).

           4.2         The Registrant's Bylaws, as amended, incorporated by
                       reference to Exhibit 3.2 to the Registrant's Annual
                       Report on Form 10-K for the fiscal year ended November
                       30, 1991 (File No. 1-11024).

           4.3         Stockholders Rights Agreement, dated as of March 28,
                       1996, between the Registrant and First Chicago Trust
                       Company of New York incorporated by reference to Exhibit
                       4 to the Registrant's Current Report on Form 8-K filed
                       April 3, 1996 (File No. 1-11024).

           4.4         First Amendment to Stockholders Rights Agreement, dated
                       as of March 23, 1999, incorporated by reference to
                       Exhibit 4 to the Registrant's Registration Statement on
                       Form 8-A/A filed March 29, 1999 (File No. 1-11024).

           4.5         CLARCOR Inc. 1994 Incentive Plan, as amended through June
                       30, 2000, incorporated by reference to Exhibit 10.5 to
                       the Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 2, 2000 (File No. 1-11024).

           4.6         Amendment to the CLARCOR Inc. 1994 Incentive Plan adopted
                       December 18, 2000.*

            5          Opinion of David J. Boyd, General Counsel of the
                       Registrant.*

           23.1        Consent of David J. Boyd (included in Exhibit 5).

           23.2        Consent of PricewaterhouseCoopers LLP.*






----------------------------

* Filed herewith.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>3
<FILENAME>c73484exv4w6.txt
<DESCRIPTION>AMENDMENT TO 1994 INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.6
                                   RESOLUTION
                                     OF THE
                               BOARD OF DIRECTORS
                                December 18, 2000




     WHEREAS, pursuant to Article IX, Section 2 of the Company's 1994 Incentive
Plan (the "Plan") the Board desires to amend the Plan in certain respects;

     NOW THEREFORE, BE IT RESOLVED, that the following Section 4 be, and it
hereby is, added to Article III of the Plan:


          "4. Restricted Stock Units. The Committee may also, in its discretion,
authorize the granting of Restricted Stock Units to such eligible persons as may
be selected by the Committee (a "Grantee"). Each such grant may utilize any or
all of the authorizations and shall be subject to all of the requirements
contained in the following provisions:

          (a)  Each such grant shall constitute the agreement by the Company to
               deliver Common Stock to the Grantee in the future in
               consideration of the performance of services by the Grantee, but
               subject to the fulfillment of such conditions, if any, as the
               Committee may specify.

          (b)  Each such grant may be made without additional consideration or
               in consideration of a payment by the Grantee that is less that
               the Fair Market Value per share of Common Stock at the date of
               grant.

          (c)  For the purposes of this Section 4, the term "Vesting Period"
               shall mean the period, if any, specified in the Agreement
               pertaining to any Restricted Stock Unit or Units between the date
               of issuance of such Units (or a portion thereof) and the date on
               which Common Stock is issuable pursuant thereto. Each such grant
               of Restricted Stock Units shall be subject to a Vesting Period of
               not less than one (1) year, as determined by the Committee at the
               date of grant, and shall provide for the early lapse and
               termination of such Vesting Period upon a Change in Control as
               provided in Article IX, Section 8 of this Plan. Unless otherwise
               determined by the Committee at the time of grant of any
               Restricted Stock Unit, if the employment by the Company or any of
               its subsidiaries of the Grantee thereof terminates by reason of
               retirement on or after age 65 (or prior to such age with the
               consent of the Committee), Disability or death, the Vesting
               Period applicable to such

<PAGE>

               Restricted Stock Unit shall be deemed, as of the date of such
               termination, to be terminated. In the event that a Grantee ceases
               to be an employee of the Company or one of its subsidiaries for
               reasons other than retirement on or after age 65 (or prior to
               such age with the consent of the Committee), death or Disability,
               any of such Grantee's Restricted Stock Units for which the
               Vesting Period has not expired, lapsed or been terminated shall
               be forfeited.

          (d)  At the time of any grant of Restricted Stock Units, the
               Committee, in its discretion, may authorize the Grantee to defer
               the receipt of Common Stock with respect to any Unit for which
               the Vesting Period has expired, lapsed or been terminated for
               such period or periods as may be specified by the Committee and
               set forth in the related Agreement.

          (e)  The Grantee shall have no right to transfer any rights under his
               or her award or Restricted Stock Units and, unless and until
               Common Stock has been issued to the Grantee pursuant to a
               Restricted Stock Unit, shall have no rights of ownership in the
               Common Stock subject to such Restricted Stock Units and shall
               have no right to vote such stock, but the Committee may, at or
               after the date of grant, authorize the payment of dividend
               equivalents on such Common Stock on either a current or deferred
               or contingent basis, either in cash or in additional shares of
               Common Stock.

          (f)  Each grant or sale of Restricted Stock Units shall be evidenced
               by an Agreement executed on behalf of the Company by any officer
               and delivered to and accepted by the Grantee and shall contain
               such terms and provisions, consistent with the Plan, as the
               Committee, may approve."


          RESOLVED FURTHER, that Article IX, Section 8(a)(1) of the Plan shall
be amended by (i) the addition of the following clause (vi); "(vi) the Vesting
Period applicable to any Restricted Stock Unit shall lapse;" and (ii) the
present clause (vi) of Section 8(a)(1) of the Plan shall be renumbered "(vii)".

          RESOLVED FURTHER, that Article IX, Section 8(a)(2) of the Plan shall
be amended by adding to clause (iii) thereof the words "Restricted Stock Units".


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>c73484exv5.txt
<DESCRIPTION>OPINION OF DAVID J. BOYD
<TEXT>
<PAGE>
                                                                       EXHIBIT 5

                                                               December 11, 2002


CLARCOR, Inc.
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125


            RE:  1,000,000 SHARES OF COMMON STOCK, $1.00 PAR VALUE,
                 AND 1,000,000 PREFERRED STOCK PURCHASE RIGHTS


Ladies and Gentlemen:

         I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by CLARCOR Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of 1,000,000 shares
of Common Stock, $1.00 par value, of the Company (the "Common Stock"), together
with 1,000,000 Preferred Stock Purchase Rights of the Company (the "Rights")
associated therewith (collectively, the "Registered Securities"), to be issued
under the CLARCOR Inc. 1994 Incentive Plan, as amended (the "Plan"). The terms
of the Rights are set forth in the Stockholders Rights Agreement dated as of
March 28, 1996, as amended (the "Rights Agreement"), between the Company and
EquiServe Trust Company, N.A., as Rights Agent.

         I am the Vice President, General Counsel and Corporate Secretary of the
Company. In that capacity, I am familiar with the Second Restated Certificate of
Incorporation of the Company, the Bylaws of the Company, as amended, and the
resolutions adopted to date by the Board of Directors of the Company relating to
the Plan and the Registration Statement.

         I have examined originals, or copies of originals certified or
otherwise identified to my satisfaction, of such records of the Company and
other corporate documents, have examined such questions of law and have
satisfied myself as to such matters of fact as I have considered relevant and
necessary as a basis for the opinions set forth herein. I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to me for my
examination.

<PAGE>


         Based on the foregoing, I am of the opinion that:

         1.  The Company is duly incorporated and validly existing under the
             laws of the State of Delaware.

         2.  Shares of the Common Stock will be legally issued, fully paid and
             non-assessable when (i) the Registration Statement shall have
             become effective under the Securities Act; (ii) the Company's Board
             of Directors or a duly authorized committee thereof shall have duly
             adopted final resolutions authorizing the issuance and sale of such
             shares as contemplated by the Plan and (iii) certificates
             representing such shares shall have been duly executed,
             countersigned and registered and duly delivered upon payment of the
             agreed consideration therefore in accordance with the terms of the
             Plan.

         3.  The Rights will be legally issued when (i) the Rights have been
             duly issued in accordance with the terms of the Rights Agreement
             and (ii) the associated shares of Common Stock have been duly
             issued and paid for as set forth in paragraph 2.


         I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the issuance and sale of the Registered
Securities.

         This opinion is limited to the General Corporation Law of the State of
Delaware.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement or related prospectus.

                               Very truly yours,




                              /s/ David J. Boyd
                      ------------------------------------
                                  David J. Boyd
                       Vice President and General Counsel




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>c73484exv23w2.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>
                                  EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 8, 2002 relating to the
financial statements, which appears in the 2001 Annual Report to Shareholders of
CLARCOR Inc., which is incorporated by reference in CLARCOR Inc.'s Annual Report
on Form 10-K for the year ended November 30, 2001. We also consent to the
incorporation by reference of our report dated January 8, 2002 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.


/s/ PricewaterhouseCoopers LLP



Chicago, Illinois
December 11, 2002


</TEXT>
</DOCUMENT>
</SUBMISSION>
