<SUBMISSION>
<ACCESSION-NUMBER>0000950137-03-005058
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20031001
<EFFECTIVENESS-DATE>20031001
<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>333-109359
<FILM-NUMBER>03920937
</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>c79842sv8.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
<Table>


<S>                                                                                  <C>
As filed with the Securities and Exchange Commission on October 1, 2003              Registration No. 333-
===============================================================================================================
</Table>

                                  UNITED STATES
                       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)

<Table>

                              DELAWARE                                                           36-0922490
<S>                                                                                 <C>
           (State or Other Jurisdiction of Incorporation)                           (I.R.S. Employer Identification No.)
</Table>

                                2323 SIXTH STREET
                                  P.O. BOX 7007
                            ROCKFORD, ILLINOIS 61125
                     (Address of Principal Executive Office)

                                   ----------

                    CLARCOR INC. EMPLOYEE STOCK PURCHASE 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
                     (Name and Address of Agent For Service)

                                 (815) 961-5686
          (Telephone Number, Including Area Code, of Agent For Service)

                                    copy to:
                                 ROBERT F. SIMON
                     VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
                                                                 PROPOSED MAXIMUM        PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF              AMOUNT TO BE          OFFERING PRICE            AGGREGATE              AMOUNT OF
    SECURITIES TO BE REGISTERED(1)          REGISTERED(2)          PER SHARE(3)         OFFERING PRICE(3)       REGISTRATION FEE
=================================================================================================================================
<S>                                         <C>                  <C>                    <C>                     <C>
Common Stock, $1.00 par value per
   share (including preferred stock
   purchase rights).................           500,000                $ 38.61              $ 19,305,000            $ 1,561.77
=================================================================================================================================
</Table>

(1)    Preferred stock purchase rights are initially carried and traded with the
       common stock of CLARCOR Inc. Value attributable to such preferred stock
       purchase rights, if any, is reflected in the market value of the Common
       Stock.

(2)    This Registration Statement also covers any additional shares of CLARCOR
       Inc. Common Stock that may be offered or issued under the CLARCOR Inc.
       Employee Stock Purchase Plan as a result of any stock dividends, stock
       splits, recapitalizations or any similar transactions.

(3)    Estimated solely for the purpose of determining the registration fee
       pursuant to Rule 457(h) based on the average of the high and low sales
       prices of CLARCOR Inc. Common Stock as reported on the New York Stock
       Exchange on September 26, 2003.


<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document containing the information required by Part I of Form S-8
will be sent or given to those persons participating in the CLARCOR Inc. 2004
Employee Stock Purchase Plan (the "Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act and are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of the Registration Statement or as an
exhibit.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by CLARCOR Inc. (the "Company" or
"Registrant") with the Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated by reference into this
Registration Statement:

         (a)  Annual Report on Form 10-K filed by the Registrant with the
              Commission on February 20, 2003 for the fiscal year ended November
              30, 2002 (File No. 001-11024);

         (b)  Quarterly Reports on Form 10-Q filed by the Registrant with the
              Commission on March 25, 2003, June 27, 2003, and September 19,
              2003 for the quarters ended March 1, 2003, May 31, 2003 and August
              30, 2003, respectively (File No. 001-11024);

         (c)  Current Reports on Form 8-K filed by the Registrant with the
              Commission on February 20, 2003, March 25, 2003, June 19, 2003 and
              September 24, 2003 (File No. 001-11024);

         (d)  The Company's description of its Common Stock, as set forth in the
              Company's Registration Statement on Form 8-A filed with the
              Commission on March 2, 1992 (File No. 001-11024), as amended by
              the Registrant's Amendment No. 1 thereto filed with the Commission
              on March 4, 1992 (File No. 001-11024), including any amendment or
              report filed for the purpose of updating such description; and

         (e)  The Company'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.
              001-11024), as amended by the Registrant's Registration Statement
              on Form 8-A/A filed with the Commission on March 29, 1999 (File
              No. 001-11024), including any further amendment or report filed
              for the purpose of updating such description.

         All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered under this
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated by reference and shall be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superceded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any such statement so modified or superceded shall
not be deemed, except as so modified or superceded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlements actually and
unreasonably incurred by them in connection with any action, suit or proceeding
brought by third parties by reason of the fact that they were or are directors,
officers, employees or agents of the corporation, if such directors, officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reason to believe their
conduct was unlawful. In a derivative action, i.e., one by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

         The Second Restated Certificate of Incorporation of the Company
provides indemnification for directors, officers, employees and agents to the
extent permitted by the DGCL, eliminates to the extent permitted by the law the
personal liability of directors for monetary damages to the Company and its
stockholders and permits the Company to insure its directors, officers,
employees and agents against certain liabilities as to which they may not be
indemnified under the DGCL.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.


<Table>
<Caption>

EXHIBIT
NUMBER           DESCRIPTION
<S>              <C>
  4.1            Second Restated Certificate of Incorporation. Filed as Exhibit
                 3.1 to the Company's Annual Report on Form 10-K for the fiscal
                 year ended November 30, 1998 (File No. 001-11024) and
                 incorporated herein by reference.

  4.2            By-Laws, as amended. Filed as Exhibit 3.2 to the Company's
                 Annual Report on Form 10-K for the fiscal year ended November
                 30, 1991 (File No. 001-11024) and incorporated herein by
                 reference.

  4.3            Stockholders Rights Agreement, dated as of March 28, 1996
                 between the Company and First Chicago Trust Company of New
                 York. Filed on April 3, 1996 as Exhibit 4 to the Company's
                 Current Report on Form 8-K (File No. 001-11024) and
                 incorporated herein by reference.

  4.4            First Amendment to Stockholders Rights Agreement, dated as of
                 March 23, 1999. Filed on March 29, 1999 as Exhibit 4 to the
                 Company's Current Report on Form 8-K (File No. 001-11024) and
                 incorporated herein by reference.

  4.5            CLARCOR Inc. Employee Stock Purchase Plan.*
</Table>

<PAGE>


<Table>
<Caption>

EXHIBIT
NUMBER           DESCRIPTION
<S>              <C>
  5.1            Opinion of David J. Boyd.*

 23.1            Consent of PricewaterhouseCoopers LLP.*

 23.4            Consent of David J. Boyd (included in Exhibit 5.1).

 24.1            Power of Attorney (included on the attached signature page).
</Table>

----------

*   Filed herewith.

         To the extent required, the Registrant hereby undertakes that it will
submit or has submitted the Plans and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.

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 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.

                           (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 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
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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


<PAGE>


indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 this 1st day of
October, 2003.

                                  CLARCOR INC.

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

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David J. Boyd and David J. Lindsay, and
each of them, as true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirement of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the date indicated.

<Table>
<Caption>

        NAME                                    TITLE                             DATE
        ----                                    -----                             ----
<S>                                <C>                                      <C>
/s/  Norman E. Johnson               Chairman, President and Chief          October 1, 2003
----------------------                Executive Officer (principal
Norman E. Johnson                          executive officer)


/s/ Bruce A. Klein                  Vice President Finance and Chief        October 1, 2003
----------------------                Financial Officer (principal
                                           financial officer)

/s/ Marcia S. Blaylock            Vice President, Controller and Chief      October 1, 2003
----------------------                Accounting Officer (principal
Marcia S. Blaylock                         accounting officer)
</Table>


<PAGE>

<Table>
<Caption>
                 NAME                                TITLE                                       DATE
                 ----                                -----                                       ----
<S>                                                 <C>                                    <C>
/s/ Paul Donovan                                    Director                               October 1, 2003
-------------------------
Paul Donovan


/s/ Robert H. Jenkins                               Director                                October 1, 2003
-------------------------
Robert H. Jenkins


/s/ Philip R. Lochner                               Director                               October 1, 2003
-------------------------
Philip R. Lochner, Jr.


/s/ Roseann Stevens                                 Director                                October 1, 2003
-------------------------
Roseann Stevens


/s/ J. Marc Adam                                    Director                               October 1, 2003
-------------------------
J. Marc Adam


/s/ James L. Packard                                Director                                October 1, 2003
-------------------------
James L. Packard


/s/ Keith E. Wandell                                Director                                October 1, 2003
-------------------------
Keith E. Wandell


/s/ Robert J. Burgstahler                           Director                                October 1, 2003
-------------------------
Robert J. Burgstahler

</Table>


<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER          DESCRIPTION
--------        -----------
<S>             <C>
  4.1            Second Restated Certificate of Incorporation. Filed as Exhibit
                 3.1 to the Company's Annual Report on Form 10-K for the fiscal
                 year ended November 30, 1998 (File No. 001-11024) and
                 incorporated herein by reference.

  4.2            By-Laws, as amended. Filed as Exhibit 3.2 to the Company's
                 Annual Report on Form 10-K for the fiscal year ended November
                 30, 1991 (File No. 001-11024) and incorporated herein by
                 reference.

  4.3            Stockholders Rights Agreement, dated as of March 28, 1996
                 between the Company and First Chicago Trust Company of New
                 York. Filed on April 3, 1996 as Exhibit 4 to the Company's
                 Current Report on Form 8-K (File No. 001-11024) and
                 incorporated herein by reference.

  4.4            First Amendment to Stockholders Rights Agreement, dated as of
                 March 23, 1999. Filed on March 29, 1999 as Exhibit 4 to the
                 Company's Current Report on Form 8-K (File No. 001-11024) and
                 incorporated herein by reference.

  4.5            CLARCOR Inc. Employee Stock Purchase Plan.*

  5.1            Opinion of David J. Boyd.*

 23.1            Consent of PricewaterhouseCoopers LLP.*

 23.4            Consent of David J. Boyd (included in Exhibit 5.1).

 24.1            Power of Attorney (included on the attached signature page).

----------

*     Filed herewith.
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>3
<FILENAME>c79842exv4w5.txt
<DESCRIPTION>EMPLOYEE STOCK PURCHASE PLAN
<TEXT>
<PAGE>


                                                                     EXHIBIT 4.5

                                  CLARCOR INC.

EMPLOYEE STOCK PURCHASE PLAN


    The following constitute the provisions of the CLARCOR Inc. Employee Stock
Purchase Plan.

         1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. The Plan is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code. The provisions of the Plan, accordingly, shall be construed so as to
extend and limit participation in a uniform and nondiscriminatory manner
consistent with the requirements of Section 423.

         2. DEFINITIONS.

                  (a) "BOARD" shall mean the Board of Directors of the Company.

                  (b) "CHANGE OF CONTROL" is defined in Section 19(c).

                  (c) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (d) "COMMITTEE" means the Compensation and Stock Option
Committee of the Board.


                  (e) "COMMON STOCK" shall mean the common stock of the Company.

                  (f) "COMPANY" shall mean CLARCOR Inc., a Delaware corporation.

                  (g) "COMPENSATION" shall mean all base straight time gross
earnings, commissions, overtime and shift premium, but excluding payments for
incentive compensation, bonuses, expense reimbursements, payments under any
benefit program, payments from any deferred compensation arrangement, and other
compensation.

                  (h) "DESIGNATED SUBSIDIARY" shall mean any Subsidiary selected
by the Committee as eligible to participate in the Plan.

                  (i) "ELIGIBLE EMPLOYEE" shall mean any individual who is an
employee of the Company or any Designated Subsidiary: (i) who has been
continuously employed through the three-month anniversary of his employment
commencement date and (ii) whose customary scheduled employment with the Company
or Designated Subsidiary is at least twenty (20) hours per week and more than
five (5) months in any calendar year; provided, an Eligible Employee shall
continue to be eligible to participate in the Plan during any period of
authorized leave of absence in which the employment relationship has not
terminated.

                  (j) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.

<PAGE>


                  (k) "EXERCISE DATE" shall mean the last Trading Day on or
immediately preceding June 30 and December 31 each year, or as may be provided
pursuant to Section 4 of the Plan. The first Exercise Date under the Plan shall
be June 30, 2004.

                  (l) "FAIR MARKET VALUE" shall mean, as of any date, the
closing sale price for Common Stock (or the closing bid, if no sales were
reported), as quoted on any stock exchange, or a national market quotation
system (including without limitation the Nasdaq National Market) in which Common
Stock of the Company is listed, as reported in The Wall Street Journal.

                  (m) "OFFERING" means each separate offering of shares of
Common Stock under the Plan that occurs during each Offering Period.

                  (n) "OFFERING DATE" shall mean the first Trading Day of each
Offering Period.

                  (o) "OFFERING PERIODS" shall mean the periods of approximately
six (6) months during which an Option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after July 1 and January 1
of each year and terminating on the first Trading Day on or immediately
preceding June 30 and December 31 of each year, or as may be provided pursuant
to Section 4 of this Plan.

                  (p) "OPTION" means the option of a Participant to purchase
shares of Common Stock pursuant to Section 7.

                  (q) "PARTICIPANT" means each Eligible Employee who elects to
participate in the Plan.

                  (r) "PLAN" shall mean this Employee Stock Purchase Plan.

                  (s) "PURCHASE PRICE" shall mean an amount equal to eighty-five
percent (85%) of the Fair Market Value of a share of Common Stock on the
Offering Date or on the Exercise Date, whichever is lower; provided, that the
Purchase Price may be adjusted by the Committee pursuant to Section 20.

                  (t) "SUBSIDIARY" shall mean a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the Code.

                  (u) "TRADING DAY" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading in shares of Common Stock.

              Unless the context requires otherwise, the use of masculine
pronouns shall also refer to feminine pronouns and the use of a singular noun
shall also refer to the plural. Unless otherwise stated, references to sections
refer to sections of the Plan.

         3. ELIGIBILITY.

                  (a) OFFERING PERIODS. Any Eligible Employee on a given
Offering Date shall be eligible to participate in the Plan.

<PAGE>


                  (b) LIMITATIONS. Any provisions of the Plan to the contrary
notwithstanding, no Eligible Employee shall be granted an Option under the Plan:

                           (i) to the extent that, immediately after the grant,
         such Eligible Employee (or any other person whose stock would be
         attributed to such Eligible Employee pursuant to Section 424(d) of the
         Code) would own capital stock of the Company or hold outstanding
         options to purchase such stock possessing five percent (5%) or more of
         the total combined voting power or value of all classes of the capital
         stock of the Company or of any Subsidiary;

                           (ii) to the extent that his rights to purchase stock
         under all employee stock purchase plans of the Company and its
         subsidiaries accrues at a rate that exceeds $25,000 of the Fair Market
         Value of the stock (determined at the time such Option is granted) for
         each calendar year in which such Option is outstanding at any time; or

                           (iii) as otherwise may be provided in accordance with
         Section 423 of the Code.

         4. OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on the first Trading Day
on or after January 1 and July 1 each year, or on such other date as the
Committee shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof. The Committee shall have the power to change
the duration of Offering Periods (including the commencement dates thereof),
from time to time, with respect to future offerings without shareholder approval
if such change is announced prior to the first Trading Day of the first Offering
Period to be affected thereafter; provided, no Offering Period shall be for a
period of more than twenty-seven (27) months.

         5. PARTICIPATION.

                  (a) An Eligible Employee shall be entitled to participate in
an Offering only if such individual files a subscription agreement with the
Company authorizing payroll deductions in a form and at such time as shall be
approved by the Committee, which shall not be less than 30 days prior to the
Offering Date for such Offering Period.

                  (b) Any Eligible Employee that fails to file a timely initial
subscription agreement for an Offering shall not participate in such Offering
but may elect to participate in a succeeding Offering.

                  (c) Once an Eligible Employee commences participation in the
Plan, his participation shall continue in all future Offerings unless or until
the Participant revokes his election, otherwise withdraws from the Plan or
ceases to be an Eligible Employee.

         6. PAYROLL DEDUCTIONS.

                  (a) At the time an Eligible Employee files a subscription
agreement, he shall elect to have payroll deductions made on each pay day during
the Offering Period in an amount not exceeding 15% of the Compensation which he
receives on each pay day during the Offering Period; provided, that should a pay
day occur on an Exercise Date, a Participant shall have the

<PAGE>


payroll deductions made on such day applied to his account under the next
succeeding Offering Period. A Participant's subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in
Section 10 hereof.

                  (b) Payroll deductions for a Participant shall commence on the
first payday following the Offering Date and shall end on the last payday in the
Offering Period to which such election is applicable, unless sooner terminated
by the Participant as provided in Section 10 hereof.

                  (c) All payroll deductions made for a Participant shall be
credited to his account under the Plan and shall be withheld in whole
percentages only. A Participant may not make any additional payments into such
account.

                  (d) A Participant may discontinue his participation in the
Plan as provided in Section 10 hereof, but may not increase or decrease (other
than to $0.00) his rate of payroll deduction during an Offering Period. A
Participant may increase or decrease the rate of his payroll deductions by
filing a subscription agreement in accordance with Section 5, which shall be
effective for the next succeeding Offering Period.

                  (e) Anything to the contrary herein notwithstanding, in order
to satisfy the limitations under Section 3(b), the Committee shall have the
authority to decrease or suspend a Participant's payroll deductions, not apply
all or any portion of a Participant's stock purchase account toward the purchase
of shares of Common Stock, and repurchase shares of Common Stock previously
purchased by a Participant at the Purchase Price paid by the Participant.
Payroll deductions shall recommence at the rate provided in such Participant's
subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 10 hereof.

                  (f) At the time the Option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under the Plan
is disposed of, the Participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the Option or the disposition of the Common Stock. At any time,
the Company may, but shall not be obligated to, withhold from the Participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Participant.

         7. GRANT OF OPTION. Subject to the limitations set forth at Section
3(b), on the Offering Date of each Offering Period, each Eligible Employee
participating in such Offering shall be granted an Option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up
to the whole number of shares of the Company's Common Stock determined by
dividing such Eligible Employee's payroll deductions accumulated prior to such
Exercise Date and retained in the Participant's account as of the Exercise Date
by the applicable Purchase Price. The Eligible Employee may accept the grant of
such Option by filing a completed subscription agreement with the Company in
accordance with Section 5(a). Exercise of the Option shall occur as provided in
Section 8 hereof, unless the Participant has withdrawn

<PAGE>


from the Offering pursuant to Section 10 hereof. The Option shall expire on the
last day of the Offering Period to the extent not exercised.

         8. EXERCISE OF OPTION.

                  (a) Unless a Participant withdraws from an Offering as
provided in Section 10 hereof, his Option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of whole
shares subject to the Option shall be purchased for such Participant at the
applicable Purchase Price with the accumulated payroll deductions in his
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a Participant's account which are not sufficient to purchase a
full share shall be retained in the Participant's account for the subsequent
Offering Period, subject to earlier withdrawal by the Participant as provided in
Section 10 hereof. Any other funds not applied to purchase shares after the
Exercise Date shall be returned to the Participant. During a Participant's
lifetime, a Participant's Option to purchase shares hereunder is exercisable
only by him.

                  (b) If the Committee determines that, on a given Exercise
Date, the number of shares with respect to which Options are to be exercised may
exceed (i) the number of shares of Common Stock that were available for sale
under the Plan on the Offering Date of the applicable Offering Period, or (ii)
the number of shares available for sale under the Plan on such Exercise Date,
then the Committee shall make a pro rata allocation of the shares available for
purchase on such Offering Date or Exercise Date, as applicable, in as uniform a
manner as shall be practicable and as it shall determine in its sole discretion
to be equitable among all Participants exercising Options to purchase Common
Stock on such Exercise Date, and thereupon terminate any or all Offerings then
in effect pursuant to Section 20 hereof. The Committee may make pro rata
allocation of the shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
shareholders subsequent to such Offering Date.

         9. DELIVERY; DIVIDENDS REINVESTED.

                  (a) As soon as reasonably practicable after each Exercise Date
on which a purchase of shares occurs, the Company shall arrange the delivery of
shares purchased upon exercise of the Participant's Option in a form and to a
custodian determined and selected by the Committee.

                  (b) Cash dividends on any shares held by a Participant shall
be automatically reinvested in additional shares of Common Stock; such amounts
will not be available in the form of cash to Participants. All cash dividends
paid on Common Stock credited to Participants' shares will be paid over by the
Company to the custodian of the shares at the dividend payment date. The
custodian will aggregate all purchases of Common Stock in connection with the
Plan for a given dividend payment date. Purchases of Common Stock for purposes
of dividend reinvestment will be made as promptly as practicable (but not more
than 30 days) after a dividend payment date. The custodian shall make such
purchases, as directed by the Committee, either (i) in transactions on any
securities exchange upon which Common Stock is traded, otherwise in the
over-the-counter market, or in negotiated transactions, or (ii) directly from
the

<PAGE>


Company at 100 percent of the Fair Market Value of a share of Common Stock on
the dividend payment date.

         10. WITHDRAWAL. During an Offering Period, a Participant may terminate
his subscription at any time, and withdraw all but not less than all of the
payroll deductions credited to his account and not yet used to exercise his
Option under the Plan, by giving written notice to the Company in the form
approved by the Committee. All of the Participant's payroll deductions credited
to his account shall be paid to such Participant promptly after receipt of
notice of withdrawal and such Participant's Option for the Offering Period shall
be automatically terminated, and no further payroll deductions for the purchase
of shares shall be made for such Offering Period. If a Participant withdraws
from an Offering, payroll deductions shall not resume at the beginning of the
succeeding Offering Period unless the Participant files a new subscription
agreement and the Committee, in its sole discretion, consents to his
participation in such Offering.

         11. TERMINATION OF EMPLOYMENT. Termination of a Participant's
employment for any reason or a Participant's ceasing to be an Eligible Employee
of the Company or of a Designated Subsidiary, shall cause his participation in
the Plan to terminate immediately. In such event, payroll deductions shall
cease, payroll deductions previously withheld and credited to the Participant's
account during the Offering Period but not yet used to purchase Common Stock
under the Plan shall be refunded to him (or to his beneficiary designated under
Section 15 in the event of his death) without interest.

         12. INTEREST. No interest shall accrue on the payroll deductions of a
Participant in the Plan.

         13. STOCK.

                  (a) Subject to adjustment upon changes in capitalization of
the Company as provided in Section 19 hereof, the maximum number of shares of
the Company's Common Stock that shall be available for purchase under the Plan
shall be 500,000 shares of the Common Stock.

                  (b) Until the shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), a Participant shall have no right to vote or to receive
dividends or any other right of a stockholder with respect to such shares.

                  (c) Shares to be delivered to a Participant under the Plan
shall be registered in the name of the Participant.

         14. ADMINISTRATION. The Plan shall be administered by the Committee
which shall have the discretionary authority and power to adopt, construe, and
enforce rules and regulations not inconsistent with the provisions of the Plan
and Section 423 of the Code. Any action of the Committee with respect to the
Plan shall be final, conclusive and binding on all Participants and any person
claiming any rights under the Plan from or through any Participant. The
Committee may delegate to officers or managers of the Company the authority,
subject to such terms as the Committee shall determine, to perform such
functions as the Committee may determine, to the extent permitted under
applicable law. No member of the Committee, or any officer or

<PAGE>


employee of the Company acting on behalf of the Committee, shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, and shall, to the maximum extent permitted by
the articles of incorporation and by-laws of the Company and applicable law, be
fully indemnified and protected by the Company with respect to any such action,
determination or interpretation. Transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successor under the
Exchange Act.

         15. DESIGNATION OF BENEFICIARY.

                  (a) A Participant may file a written designation of a
beneficiary who is to receive any shares and cash from the Participant's account
under the Plan in the event of such Participant's death during an Offering
Period or subsequent to an Exercise Date on which the Option is exercised but
prior to delivery to such Participant of such shares.

                  (b) Such designation of beneficiary may be changed by the
Participant at any time by written notice to the Committee. In the event of the
death of a Participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such Participant's death, the
Company shall deliver such shares and cash to the legal representative of the
Participant's estate (or other validly authorized individual or person in the
event of a "small estate" in which no legal representative is appointed).

                  (c) All beneficiary designations shall be in such form and
manner as the Committee may designate from time to time.

         16. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an Option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be void,
except that the Committee, in its sole discretion, may treat such act as an
election to terminate the Participant's subscription in accordance with Section
10 hereof.

         17. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions. Until
shares are issued, a Participant shall only have the rights of an unsecured
creditor with respect to payroll deductions on his account pursuant to his
subscription agreement.

         18. ACCOUNTS AND REPORTS. Individual accounts shall be maintained for
each Participant in the Plan. Statements of account shall be given to
participating Eligible Employees at least annually, which statements shall set
forth the amounts of payroll deductions, the Purchase Price, the number of
shares purchased and the remaining cash balance, if any.

         19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR CHANGE OF CONTROL.

                  (a) CHANGES IN CAPITALIZATION. Subject to any required action
by the shareholders of the Company, the maximum number of shares of the
Company's Common Stock

<PAGE>


which shall be made available for sale under the Plan, the maximum number of
shares each Participant may purchase each Purchase Period (pursuant to Section
7), as well as the price per share and the number of shares of Common Stock
covered by each Option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
change in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option.

                  (b) In the event of a Change of Control, the Offering Period
then in progress shall immediately terminate, each outstanding Option shall be
automatically exercised immediately prior to such Change of Control, and upon
such Change of Control the Plan shall otherwise shall terminate in accordance
with Section 20. When practicable, the Committee shall notify each Participant
in writing, at least ten (10) business days prior to such Change of Control of
the imminent Change of Control and the effect thereof on the Participant.

                  (c) A "CHANGE OF CONTROL" shall mean the occurrence of any of
the following events:

                  (i) The acquisition (other than from the Company) by any
         person, entity, or "group," within the meaning of Section 13(d)(3) or
         14(d)(2) of the Exchange Act, of beneficial ownership (within the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or
         more of either the then outstanding shares of Common Stock or the
         combined voting power of the Company's then outstanding voting
         securities entitled to vote generally in the election of directors;
         provided, however, no Change in Control shall be deemed to have
         occurred for any acquisition by any corporation with respect to which,
         following such acquisition, more than 60% of such corporation and the
         combined voting power of the then outstanding voting securities of such
         corporation entitled to vote generally in the election of directors is
         then beneficially owned, directly or indirectly, by all or
         substantially all of the individuals and entities who were the
         beneficial owners, respectively, of the then outstanding shares of
         Common Stock or the combined voting power of the Company's then
         outstanding voting securities immediately prior to such acquisition in
         substantially the same proportions as their ownership, immediately
         prior to such acquisition, of the Company's then outstanding Common
         Stock and then outstanding voting securities, as the case may be; or

                  (ii) Individuals who, as of the date hereof, constitute the
         Board (as of the date hereof the "INCUMBENT Board") cease for any
         reason to constitute at least a majority of the Board, provided that
         any person becoming a director subsequent to the date hereof whose
         election, or nomination for election by the Company's shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the

<PAGE>


         Incumbent Board (other than an election or nomination of an individual
         whose initial assumption of office is in connection with an actual or
         threatened election contest relating to the election of the Directors
         of the Company) shall be, for purposes of this Agreement, considered as
         though such person were a member of the Incumbent Board; or

                  (iii) Consummation of a reorganization, merger or
         consolidation, in each case, with respect to which persons who were the
         stockholders of the Company immediately prior to such reorganization,
         merger or consolidation do not, immediately thereafter, own more than
         60% of the combined voting power entitled to vote generally in the
         election of directors of the reorganized, merged or consolidated
         company's then outstanding voting securities, or shareholder approval
         of a liquidation or dissolution of the Company or of the sale of all or
         substantially all of the assets of the Company.

         20. AMENDMENT OR TERMINATION.

                  (a) The Board or Committee may at any time and for any reason
terminate or amend the Plan, subject to any requirement of shareholder approval
of a Plan amendment pursuant to Section 423 of the Code (and the regulations
thereunder) or any rule or regulation of the Securities and Exchange Commission
or any exchange on which shares of the Company are traded. Except as otherwise
provided in the Plan, no such termination shall affect Options previously
granted; provided, an Offering Period may be terminated by the Committee on any
Exercise Date if the Committee determines that the termination of the Offering
Period or the Plan is in the best interests of the Company and its shareholders.
Except as provided in Section 19 and this Section 20 hereof, no amendment shall
modify any Option theretofore granted that adversely affects the rights of the
Participant granted such Option. Anything to the contrary herein
notwithstanding, any amendment to increase the maximum number of shares of
Common Stock available for purchase under the Plan as set forth in Section 13(a)
shall be effective only upon shareholder approval.

                  (b) Without shareholder consent and without regard to whether
any Participant rights may be considered to have been "adversely affected," the
Committee shall be entitled to change the Offering Periods, limit the frequency
and/or number of changes in the amount withheld during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the amount designated
by a Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with amounts withheld from the Participant's
Compensation, and establish such other limitations or procedures as the
Committee determines in its sole discretion advisable which are consistent with
the Plan.

                  (c) The Plan shall immediately terminate, and all amounts on
account shall be refunded to the Participants, without interest:

                           (i) if the Company shall not obtain such shareholder
         approval as may be required pursuant to Section 423 of the Code (or any
         successor rule or provision or any other applicable law, regulation or
         stock exchange rule);

<PAGE>


                           (ii) following the automatic exercise of Options upon
         a Change of Control as provided under Section 19; or

                           (iii) if the Common Stock of the Company shall cease
         for any reason to be listed on any nationally recognized stock exchange
         or national market quotation system.

                  (d) In the event the Committee determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:

                           (i) increasing the Purchase Price for any Offering
         Period including an Offering Period underway at the time of the change
         in Purchase Price;

                           (ii) shortening any Offering Period so that Offering
         Period ends on a new Exercise Date, including an Offering Period
         underway at the time of the Board action; and

                           (iii) allocating shares.

Such modifications or amendments shall not require stockholder approval or the
consent of any Plan Participants.

         21. NOTICES. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form and manner specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

         22. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any action
taken hereunder shall be construed as giving any employee, director or other
person the right to be retained in the employ or service of the Company, nor
shall it interfere in any way with the right of the Company to terminate any
employee's employment.

         23. GOVERNING LAW. The Plan shall be governed by the laws of the State
of Illinois (determined without regard to the choice of law provisions thereof).
Each Participant shall, by participating in the Plan, consent to the
jurisdiction and venue of the federal and state courts located in Chicago,
Illinois.

         24. CONDITIONS UPON ISSUANCE OF SHARES.

                  (a) Shares shall not be issued with respect to an Option
unless the exercise of such Option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the Sarbanes-Oxley Act of 2002, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed.

<PAGE>


                  (b) As a condition to the exercise of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.

                  (c) Certificates representing shares issued under the Plan
shall be subject to such stop-transfer orders and other restrictions as may be
applicable under such laws, regulations and other obligations of the Company,
including any requirement that a legend or legends be placed thereon.
Notwithstanding the foregoing, the Committee may adopt additional terms and
conditions to the extent required to comply with local laws and regulations.

         25. TERM OF PLAN. The Plan shall become effective upon the date of its
adoption by the Board of Directors (and the first Offering Period shall commence
January 1, 2004), subject to approval of the shareholders of the Company within
twelve months thereafter. It shall continue in effect until terminated under
Section 20 hereof.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>c79842exv5w1.txt
<DESCRIPTION>OPINION OF DAVID J. BOYD
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.1

                                             October 1, 2003


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

         Re:  Registration Statement on Form S-8

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 up to 500,000
shares of Common Stock, $1.00 par value, of the Company (the "Common Stock"),
together with 500,000 Preferred Stock Purchase Rights of the Company (the
"Rights") associated therewith (collectively, the "Registered Securities"), to
be issued under the CLARCOR Inc. Employee Stock Purchase 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.

         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 becomes effective under the
Securities Act; (ii) the Company's Board of Directors or a duly authorized
committee thereof has duly adopted final resolutions authorizing the issuance
and sale of such shares as contemplated by the Plan and (iii) certificates
representing such shares 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.

<PAGE>


         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.

                                       Sincerely yours,
                                       /s/ David J. Boyd

                                       David J. Boyd
                                       Vice President and General Counsel
                                       CLARCOR Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>c79842exv23w1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated January 8, 2003 relating to the
financial statements and the financial statement schedule of CLARCOR Inc., which
appear in CLARCOR Inc.'s Annual Report on Form 10-K for the year ended November
30, 2002.

PricewaterhouseCoopers LLP

Chicago, Illinois
October 1, 2003

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