<SUBMISSION>
<ACCESSION-NUMBER>0000950137-04-001044
<TYPE>10-K
<PUBLIC-DOCUMENT-COUNT>20
<PERIOD>20031129
<FILING-DATE>20040218
<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>10-K
<ACT>34
<FILE-NUMBER>001-11024
<FILM-NUMBER>04611918
</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>10-K
<SEQUENCE>1
<FILENAME>c82240e10vk.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

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

<Table>
<Caption>
                           (MARK ONE)
<S> <C>
[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 29, 2003
                                 OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM  ____________________
COMMISSION FILE NUMBER 1-11024
</Table>

                                  CLARCOR Inc.
  ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

2323 Sixth Street, P.O. Box 7007, Rockford, Illinois                       61125
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:                 815-962-8867

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

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

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

                                      None
              ----------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  X  No  __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes  X  No  __

The aggregate market value of the Common Stock held by non-affiliates computed
by reference to the price at which the Common Stock was last sold as of the last
day of registrant's most recently completed second fiscal quarter is
$896,867,717.

The number of outstanding shares of Common Stock as of February 5, 2004 is
25,372,273 shares.

Certain portions of the registrant's 2003 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV. Certain portions of the
registrant's Proxy Statement dated February 18, 2004 for the Annual Meeting of
Shareholders to be held on March 22, 2004 are incorporated by reference in Part
III.
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     (a) General Development of Business

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

     The Company's fiscal year ends on the Saturday closest to November 30. For
fiscal year 2003 the year ended on November 29, 2003 and included 52 weeks. For
fiscal year 2002 the year ended on November 30, 2002 and included 52 weeks. For
fiscal year 2001 the year ended on December 1, 2001 and included 52 weeks. In
this Form 10-K, all references to fiscal years are shown to begin on December 1
and end on November 30 for clarity of presentation.

     (i) Certain Significant Developments.

     On January 8, 2004, after the close of the 2003 fiscal year, the Company
announced that it will relocate its corporate headquarters from Rockford,
Illinois, to Nashville, Tennessee. This move is expected to be completed in the
next six to 12 months. Certain manufacturing facilities operated by the
Company's subsidiaries will remain in Rockford. The costs of the move will be a
one-time charge incurred primarily in fiscal 2004 and are estimated to not
exceed $0.07 per share.

     (ii) Summary of Business Operations.

     During 2003, the Company conducted business in three principal industry
segments: (1) Engine/Mobile Filtration, (2) Industrial/Environmental Filtration
and (3) Packaging.

     Engine/Mobile Filtration.  Engine/Mobile Filtration includes filters for
oil, air, fuel, coolants and hydraulic fluids for trucks, automobiles,
construction, mining and industrial equipment, locomotives, marine and
agricultural equipment.

     Industrial/Environmental Filtration.  Industrial/Environmental Filtration
products are used primarily for commercial, residential and industrial
applications. The segment's industrial and environmental products include air
and antimicrobial treated filters and high efficiency electronic air cleaners
for commercial buildings, factories, residential buildings, paint spray booths,
gas turbine systems, medical facilities, motor vehicle cabins, clean rooms,
compressors and dust collector systems. The segment's process filtration
products include specialty filters, industrial process liquid filters, filters
for pharmaceutical processes and beverages, filtration systems for aircraft
refueling, anti-pollution and water recycling, bilge separators and sand control
filters for oil and gas drilling.

     Packaging.  Packaging products include a wide variety of custom styled
containers and packaging items used primarily by the food, confectionery, spice,
drug, toiletries and chemical specialties industries. The segment's products
include lithographed metal containers, flat sheet decorated metal, combination
metal and plastic containers, plastic closures and various specialties, such as
spools for wire and cable and outer shells for dry cell batteries and film
canisters.

     (b) Financial Information About Industry Segments

     Business segment information for the fiscal years 2001 through 2003 is
included on pages 23 and 24 of the Company's 2003 Annual Report to Shareholders
(the "Annual Report"), is incorporated herein by reference and is filed as part
of Exhibit 13(a)(vi) to this 2003 Annual Report on Form 10-K ("2003 Form 10-K").

     (c) Narrative Description of the Business

ENGINE/MOBILE FILTRATION

     The Company's engine/mobile filtration products business is conducted by
the following wholly-owned subsidiaries: Baldwin Filters, Inc.; Clark Filter,
Inc.; Baldwin Filters (Aust.) Pty. Ltd.; Baldwin Filters N.V.;

                                        2
<PAGE>

Baldwin Filters Limited and CLARCOR UK Limited (formerly named Locker Filtration
Limited). In addition, the Company owns (i) 90% of Filtros Baldwin de Mexico
("FIBAMEX"), (ii) 80% of Baldwin-Weifang Filters Ltd., and (iii) 80% of
Baldwin-Unifil S.A.

     The companies market a full line of oil, air, fuel, coolant and hydraulic
fluid filters. The filters are used in a wide variety of applications and in
processes where filter efficiency, reliability and durability are essential.
Impure air or fluid flow through semi-porous paper, corrugated paper, cotton,
synthetic, chemical or membrane filter media with varying efficiency filtration
characteristics. The impurities on the media are disposed of when the filter is
changed. The segment's filters are sold throughout the world, primarily in the
replacement market for trucks, automobiles, locomotives, marine, construction,
industrial, mining and agricultural equipment. In addition, some first-fit
filters are sold to the original equipment market.

INDUSTRIAL/ENVIRONMENTAL FILTRATION

     The Company's industrial/environmental filtration products business is
conducted by the following wholly-owned subsidiaries: CLARCOR Air Filtration
Products, Inc. ("CLC Air"); Airklean Engineering Pte. Ltd.; Airguard Asia Sdn.
Bhd.; Facet USA, Inc. and related Facet companies in Italy, Spain, the United
Kingdom and other European locations ("Facet"); Purolator Advanced Filtration
Group, Inc. ("AFG"); Purolator Facet, Inc. ("PFI"); Total Filtration Services,
Inc. ("TFS"); Total Filter Technology, Inc. ("TFT"); and United Air Specialists,
Inc. ("UAS"). The segment's products are sold throughout the world.

     CLC Air resulted from the merger, on December 1, 2003, of two of the
Company's former subsidiaries, Airguard Industries, Inc. ("Airguard") and
Purolator Products Air Filtration Company ("Purolator"). CLC Air will
manufacture and sell Airguard and Purolator branded commercial and industrial
air filters. Purolator Advanced Filtration Group, Inc. was formerly named Filter
Products, Inc. and is in the business of manufacturing and selling liquid
filters primarily for pharmaceutical, beverage and other products.

     The companies market commercial and industrial air filters and systems,
electrostatic contamination control equipment and electrostatic high precision
spraying equipment. The air filters and systems remove contaminants from
recirculated indoor air and from process air which is exhausted outdoors. The
products represent a complete line of air filters and cleaners with a wide range
of uses for maintaining high quality standards in interior air and exterior
pollution control.

     Additional products include specialty filters, filtration systems for
aircraft refueling, anti-pollution and water recycling, and bilge separators.
These products are used in a wide range of applications including commercial,
military and general aviation, marine, oil and gas drilling and refining,
chemical and pharmaceutical processes and beverages, utilities, paper mills and
general industry. The filters are used for the process filtration of liquids
using a variety of string wound, meltblown, and porous and sintered and
non-sintered metal media filters, strainers, separators, coalescers and
absorbent media. Many of these filter products and systems require special
technical approvals and product certification in order to meet commercial and
military requirements.

     TFS does not manufacture filtration products or equipment. It is engaged in
the business of supplying a full range of filtration products and equipment
acquired from the Company's subsidiaries and non-affiliated manufacturers to
customers as well as providing filter maintenance and cleaning supplies and
services for the customer's filtration equipment. In addition, TFS is promoting
and developing the Company's Total Filtration Program.

PACKAGING

     The Company's consumer and industrial packaging products business is
conducted by a wholly-owned subsidiary, J. L. Clark, Inc. ("J. L. Clark").

     J.L. Clark manufactures a wide variety of different types and sizes of
containers and packaging specialties. Metal, plastic and combination
metal/plastic containers and closures manufactured by the Company are used in
packaging a wide variety of dry and paste form products, such as food
specialties (tea, spices, cookies, potato chips, pretzels, candy and other
confections); beverages and juices; cosmetics and
                                        3
<PAGE>

toiletries; drugs and pharmaceuticals; and chemical specialties (hand cleaners,
soaps and special cleaning compounds). Other packaging products include shells
for dry batteries, film canisters, candles, spools for insulated and fine wire,
and custom decorated flat steel sheets.

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

DISTRIBUTION

     Engine/Mobile Filtration and Industrial/Environmental Filtration products
are sold primarily through a combination of independent distributors, dealers
for original equipment manufacturers and directly to end-use customers such as
truck and equipment fleet users.

     The engine/mobile segment also distributes filtration products worldwide
through each of its subsidiaries. CLARCOR UK Limited ("CLARCOR UK"), Baldwin
Filters N.V. and Baldwin Filters Limited primarily serve the European markets.
Baldwin Filters (Aust.) Pty. Ltd., markets heavy duty liquid and air filters in
Australia and New Zealand. FIBAMEX manufactures filters in Mexico with
distribution in Mexico and Central and South America. Through the Company's
investment in Baldwin-Weifang Filters Ltd., heavy duty filters and electrostatic
air pollution control systems are manufactured in China for distribution in
China and Southeast Asia. During fiscal 2004, it is expected that
Baldwin-Weifang Filters Ltd. will expand its product line to include air and
liquid filters for automobiles manufactured by Japanese companies. Additionally,
through Baldwin-Unifil S.A., air filtration products are manufactured in South
Africa with distribution throughout Africa, Great Britain, Europe and the Middle
East.

     The industrial/environmental segment also distributes and services
filtration products and equipment through company-owned branches and
subsidiaries located throughout the United States and in Europe, Singapore,
Malaysia and China.

     During fiscal 2003, the Company continued its development and expansion of
its Total Filtration Program. Under the Program, the Company, primarily through
TFS, offers customers the ability to purchase all of the filters needed by that
customer for its facilities and manufacturing, transportation and construction
equipment. Customers that purchase a broad range of filtration products and
services from multiple suppliers are able, by taking advantage of the Program,
to purchase all of their filter requirements from a single source, and thereby
reduce administrative burdens and uncertainty concerning filter pricing,
availability, delivery, performance and quality. The Company is confident that
it can serve its customers' total filtration requirements because it believes
that it now manufactures and supplies the broadest range of filtration products
in the industry. The Company expects that the impact of this Program will grow
over the next several years as customers' facilities are converted to the
Program. The Total Filtration Program will serve as an added distribution
channel for all of the Company's filtration products.

     Packaging salespersons call directly on customers and prospective customers
for containers and packaging specialties. Each salesperson is trained in all
aspects of J.L. Clark's manufacturing processes with respect to the products
sold and is qualified to consult with customers and prospective customers
concerning the details of their particular requirements. In addition,
salespersons with expertise in specific areas, such as flat-sheet decorating,
are focused on specific customers and markets.

CLASS OF PRODUCTS

     No class of products accounted for 10% or more of the total sales of the
Company in any of the Company's last three fiscal years.

RAW MATERIAL

     Steel, filter media, cartons, aluminum sheet and coil, stainless steel,
chrome vanadium, chrome silicon, resins, gaskets, roll paper, corrugated paper,
bulk and roll plastic materials and cotton, wood and synthetic fibers and
adhesives are the most important raw materials used in the manufacture of the
Company's products.
                                        4
<PAGE>

All of these are purchased or are available from a variety of sources. The
Company has no long-term purchase commitments. The Company did not experience
shortages in the supply of raw materials during 2003.

PATENTS, TRADEMARKS AND TRADENAMES

     Certain features of some of the Company's products are covered by domestic
and, in some cases, foreign patents or patent applications. While these patents
are valuable and important for certain products, the Company does not believe
that its competitive position is dependent upon patent protection. The Company
believes, however, that its trademarks and tradenames (such as "Purolator" and
"Facet") used in connection with certain products are significant to its
business.

CUSTOMERS

     The largest 10 customers of the Engine/Mobile Filtration segment accounted
for 25% of the $287,797,000 of fiscal year 2003 sales of such segment.

     The largest 10 customers of the Industrial/Environmental Filtration segment
accounted for 29% of the $386,275,000 of fiscal year 2003 sales of such segment.

     The largest 10 customers of the Packaging segment accounted for 64% of the
$67,286,000 of fiscal year 2003 sales of such segment.

     No single customer accounted for 10% or more of the Company's consolidated
2003 sales.

BACKLOG

     At November 30, 2003, the Company had a backlog of firm orders for products
amounting to approximately $85,800,000. The backlog figure for November 30, 2002
was approximately $71,900,000. Substantially all of the orders on hand at
November 30, 2003 are expected to be filled during fiscal 2004.

COMPETITION

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

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

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

PRODUCT DEVELOPMENT

     The Company's Technical Centers and laboratories test product components
and completed products to insure high quality manufacturing results, evaluate
competitive products, aid suppliers in the development of product components,
and conduct controlled tests of newly designed filters, filtration systems and
packaging products for particular uses. Product development departments are
concerned with the improvement and creation of new filters, filtration systems,
containers and packaging products in order to broaden the uses of these items,
counteract obsolescence and evaluate other products available in the
marketplace.
                                        5
<PAGE>

     In fiscal 2003, the Company employed 87 professional employees on either a
full-time or part-time basis on research activities relating to the development
of new products or the improvement or redesign of its existing products. During
this period the Company spent approximately $7,403,000 on such activities as
compared with $6,482,000 for 2002 and $5,365,000 for 2001.

     During fiscal 2004, the Company expects to complete an expansion of its air
filtration technical center in Louisville, Kentucky and its process liquid
technical center in Greensboro, North Carolina and to build a new aviation fuel
test facility.

ENVIRONMENTAL FACTORS

     The Company is not aware of any facts which would cause it to believe that
it is in material violation of existing applicable standards with respect to
emissions to the atmosphere, discharges to waters, or treatment, storage and
disposal of solid or hazardous wastes.

     In November 2003, the Nebraska Department of Environmental Quality notified
Baldwin Filters, Inc. ("Baldwin"), a CLARCOR subsidiary, that the State intended
to pursue an enforcement action against Baldwin related to an alleged exceedance
of an opacity standard for emissions from its Kearney, Nebraska facility. Prior
to receipt of the notice, Baldwin had installed a thermal oxidizer to reduce its
visible emissions below applicable standards and the facility is now in full
compliance with those standards. Nonetheless, the State continued to insist on
the payment of a civil forfeiture and Baldwin agreed to pay a forfeiture of
$5,000.00. That payment has been made and the matter is now resolved.

     The Company is party to various other proceedings relating to environmental
issues. The U.S. Environmental Protection Agency (EPA) and/or other responsible
state agencies have designated the Company as a potentially responsible party
(PRP), along with other companies, in remedial activities for the cleanup of
waste sites under the federal Superfund statute.

     Although it is not certain what future environmental claims, if any, may be
asserted, the Company currently believes that its potential liability for known
environmental matters does not exceed its present accruals of $50,000. However,
environmental and related remediation costs are difficult to quantify for a
number of reasons including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of environmental regulation and the continuing
advancement of remediation technology. Applicable federal law may impose joint
and several liability on each PRP for the cleanup of a contaminated site.

     The Company does anticipate, however, that it may be required to install
additional pollution control equipment to augment or replace existing equipment
in the future in order to meet applicable environmental standards. During fiscal
2003, the Company replaced certain oxidizers used to remove air borne
contaminants at its Rockford, Illinois, packaging manufacturing facility. The
cost of this project was about $1.4 million. In the future similar equipment may
be installed at the Company's packaging manufacturing facility located in
Lancaster, Pennsylvania, at approximately the same cost. The Company is
presently unable to predict the timing or the cost of any other project of this
nature and cannot give any assurance that the cost of such projects may not have
an adverse effect on earnings. However, the Company is not aware, at this time,
of any other additional significant current or pending requirements to install
such equipment at any of its facilities.

EMPLOYEES

     As of November 30, 2003, the Company had approximately 4,832 employees.

     (d) Financial Information About Foreign and Domestic Operations and Export
Sales

     Financial information relating to export sales and the Company's operations
in the United States and other countries is set forth on page 24 of the Annual
Report and is incorporated herein by reference and filed as part of Exhibit
13(a)(vi) to this 2003 Form 10-K. The Company is not aware of any unusual risks
attendant to the conduct of its operations in other countries.

                                        6
<PAGE>

INTERNET WEBSITE

     The Company's Internet address is www.clarcor.com. The Company makes
available, free of charge, on this website, its annual report on Form 10-K, its
quarterly reports on Form 10-Q, its current reports on Form 8-K and amendments
to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after such forms are
electronically filed with the SEC. In addition, the following corporate
governance documents can be found on this website: (a) charters for the Audit
Committee, the Directors Affairs/Corporate Governance Committee and the
Compensation Committee of the Board of Directors; (b) Code of Conduct; (c) Code
of Ethics for Chief Executive Officer and Senior Financial Officers; (d)
Corporate Governance Guidelines; (e) Disclosure Controls and Procedures; (f)
Procedures Regarding Reports of Misconduct or Alleged Misconduct and (g) the
Company's By-laws. Copies of all of these documents can also be obtained, free
of charge, upon written request to the Corporate Secretary, CLARCOR Inc., 2323
Sixth Street, P.O. Box 7007, Rockford, Illinois 61125.

ITEM 2. PROPERTIES.

Location

     An office building owned by the Company located in Rockford, Illinois
currently houses the Corporate offices in 22,000 square feet of office space.
The Company expects to lease about 23,000 square feet of office space in the
Nashville, Tennessee area, and plans to move its headquarters from Rockford to
that location during fiscal 2004. It is expected that about 30 headquarter
personnel, including the Company's officers, will move to the new facility at a
cost currently estimated to not exceed $0.07 per share. No decision has been
made on the disposition of the Rockford property.

     Engine/Mobile Filtration.  The following is a description of the principal
properties utilized by the Company in conducting its Engine/Mobile Filtration
business:

     The Baldwin Filters' Kearney, Nebraska plant contains 516,000 square feet
of manufacturing and warehousing space, 25,000 square feet of research and
development space, and 40,000 square feet of office space. The Kearney facility
is located on a site of approximately 40 acres. A manufacturing facility located
in Yankton, South Dakota has approximately 170,000 square feet of floor space on
a 21 acre tract. Both facilities are owned by the Company. In addition, Baldwin
has a capital lease for a 100,000 square foot manufacturing facility on a site
of 20 acres in Gothenburg, Nebraska.

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

     CLARCOR UK owns two facilities on four acres in Warrington, Cheshire,
England, which are used for offices, manufacturing and warehousing. These
facilities total approximately 6,600 square meters.

     The Company leases various facilities in Australia, Belgium, Mexico, South
Africa and the United Kingdom for the manufacture and distribution of
engine/mobile filtration products.

     Industrial/Environmental Filtration.  The following is a description of the
principal properties utilized by the Company in conducting its
Industrial/Environmental Filtration business:

     Airguard (now part of CLC Air) has nine manufacturing and warehousing
locations. It leases 142,000 square feet in New Albany, Indiana, 100,000 square
feet in Louisville, Kentucky, 84,000 square feet in Corona, California, 44,500
square feet in Dallas, Texas and 83,000 square feet in Rockford, Illinois and a
smaller facility in South Carolina. The Company owns the following three
facilities. The Airguard High Efficiency Filter plant, located in Jeffersontown,
Kentucky on a 7.5 acre tract of land, contains 100,000 square feet of
manufacturing and office facilities. Airguard also produces air filtration
products in a 290,000 square foot manufacturing facility in Campbellsville,
Kentucky. Airguard's ATI manufacturing and office facility in Ottawa, Kansas,
contains 31,000 square feet.

     Airguard administrative and sales offices and distribution facilities are
located in leased facilities in Louisville, Kentucky and New Albany, Indiana.
Airguard leases facilities in Malaysia and Singapore.

                                        7
<PAGE>

     Facet owns manufacturing and distribution facilities in Tulsa, Oklahoma and
La Coruna, Spain. The Tulsa facilities contain approximately 142,000 square feet
on a 16 acre site. The La Coruna facility is on an approximately 17,000 square
meter site and the building contains 5,700 square meters. Facet also leases
facilities in Stillwell, Oklahoma; Tulsa, Oklahoma; Italy; Germany; France;
United Kingdom and The Netherlands.

     Purolator (now part of CLC Air) owns a 228,500 square-foot manufacturing
and office facility in Henderson, North Carolina on a site of approximately 25
acres. Purolator also owns a 42,500 square foot manufacturing and office
facility in Kenly, North Carolina. Purolator leases sales, manufacturing and
distribution facilities in Davenport, Iowa; and Henderson, North Carolina.

     Purolator Facet, Inc. ("PFI") owns a manufacturing and distribution
facility in Greensboro, North Carolina. This facility contains approximately
88,000 square feet on a 21 acre site. PFI also leases a facility in Greensboro,
North Carolina.

     TFS leases 85,000 square feet of headquarters space in Rochester Hills,
Michigan. In addition, it leases office, warehouse space or distribution
facilities in Fresno, Hayward, Corona and Sacramento, California; Cincinnati and
Columbus, Ohio; Jasper and Indianapolis, Indiana; Tonawanda, New York;
Birmingham, Alabama; Kansas City, Missouri; Wichita, Kansas; Sparks, Nevada;
Fairfax, Virginia; Auburn, Washington; Atlanta, Georgia; Louisville, Kentucky;
Portland, Oregon; Dallas, Texas; Commerce City, Colorado; and several locations
in Mexico and Canada. It also owns an office and warehouse facility consisting
of a total of 33,000 square feet in Goodlettsville, Tennessee.

     United Air Specialists ("UAS") has its offices and primary manufacturing
facility in Blue Ash, Ohio (a suburb of Cincinnati), on approximately 17 acres
of land. This facility was built in 1978 and was expanded in 1991 and 1993 to a
total of approximately 157,000 square feet. In addition, UAS leases sales and
service facilities in Bad Camberg, Germany; Phoenix, Arizona; Hayward,
California; Anaheim, California; Louisville, Kentucky; Troy, Michigan; Jackson,
Mississippi and Houston, Texas.

     AFG (formerly named Filter Products, Inc.) owns a 40,000 square foot
manufacturing and office facility in Sacramento, California.

     During fiscal 2003, TFT leased space in North Chelmsford, Massachusetts for
its office and manufacturing operations. During fiscal 2003 and 2004, TFT's
equipment and operations are being moved to PFI's facilities in Greensboro,
North Carolina.

     Packaging.  The following is a description of the principal properties
utilized by the Company in conducting its Packaging business:

     The Company's J. L. Clark, Rockford, Illinois plant, located on 34 acres,
consists of one-story manufacturing buildings, the first of which was
constructed in 1910. Since then a number of major additions have been
constructed and an injection molding plant was constructed in 1972.
Approximately 450,000 square feet of floor area are devoted to manufacturing,
warehouse and office use. Of the 34 acres, approximately 12 are vacant.

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

     J. L. Clark also leases a manufacturing facility in Lathrop, California.

     The various properties owned by the Company are considered by it to be in
good repair and well maintained. Plant asset additions in 2004 are estimated at
$25,000,000 to $30,000,000 for land, buildings, equipment and machinery and cost
reduction projects.

                                        8
<PAGE>

Function

     Engine/Mobile Filtration.  Oil, air, fuel, hydraulic fluid and coolant
filters are produced at the Baldwin facilities in Kearney and Gothenburg,
Nebraska and Yankton, South Dakota. The various processes of pleating paper,
winding cotton and synthetic fibers, placing the filter element in a metal or
fiber container and painting the containers are highly mechanized, but require
some manual assistance. The plants also maintain an inventory of special dies
and molds for filter manufacture.

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

     At its facilities in Warrington, England, CLARCOR UK produces large scale
air filtration systems primarily for diesel and gas turbine power installations,
air filters and units for agricultural and off-road vehicles and specialty
filters mainly for vacuums, pharmaceuticals and incineration applications.

     Industrial/Environmental Filtration.  Air filters for the commercial,
residential and industrial markets are produced in the Airguard and Purolator
facilities. Dust collection systems, high efficiency electronic air cleaning
systems and electrostatic precision spraying systems are designed and
manufactured at the UAS facility in Cincinnati, Ohio.

     Specialty filter products for aviation, oil and gas drilling, military,
marine and paper and chemical processes are manufactured and assembled at the
PFI facilities in Greensboro, North Carolina. The manufacturing processes
include bonding and sintering metal, tungsten inert gas and electron beam
welding and diffusion-bonding of wire. Facet designs, manufactures and assembles
filters and filtration systems for aircraft refueling, power generation, water
treatment and general industrial applications at its United States and European
facilities. The company also uses outside contractors for assembly and
manufacturing of some of its products. Many of these products require special
commercial or military technical approvals or product certification.

     Depth media filters for the pharmaceutical, biotech and food and beverage
industries and other critical process filtration applications are manufactured
at the AFG facility in Sacramento, California.

     TFT manufactures string wound and melt blown cartridges and bag filters.

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

     Plastic packaging capabilities include molding and labeling of irregular
shaped plastic containers and customized plastic closures which have
tamper-evidence as well as convenience features.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is involved in legal actions arising in the normal course of
business. Management is of the opinion that the outcome of these actions will
not have a material adverse effect on the Company's consolidated results of
operations or financial position.

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

     None.

                                        9
<PAGE>

ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT

<Table>
<Caption>
                                                                 AGE AT     YEAR ELECTED
NAME                                                            11/30/03     TO OFFICE
----                                                            --------    ------------
<S>                                                             <C>         <C>
Norman E. Johnson...........................................       55           2000
  Chairman of the Board, President and Chief Executive
Officer. Mr. Johnson has been employed by the Company since
1990. He was elected President-Baldwin Filters, Inc. in
1990, Vice President-CLARCOR in 1992, Group Vice President-
Filtration Products Group in 1993, President and Chief
Operating Officer in 1995 and Chairman, President and Chief
Executive Officer in 2000. Mr. Johnson has been a Director
of the Company since June 1996.
William B. Walker...........................................       63           2003
  Vice Chairman of the Company. Mr. Walker has been employed
by Airguard, a subsidiary of the Company (now named CLARCOR
Air Filtration Products, Inc.), since 1966. He was elected
President of Airguard in 1994, Executive Vice
President-Industrial/Environmental Filtration in 1999,
President, Environmental Filtration in 2000 and Vice
Chairman of the Company in 2003.
Bruce A. Klein..............................................       56           1995
  Vice President-Finance and Chief Financial Officer. Mr.
Klein was employed by the Company and elected Vice
President-Finance and Chief Financial Officer on January 3,
1995.
Sam Ferrise.................................................       47           2003
  President, Baldwin Filters, Inc. Mr. Ferrise was appointed
President of Baldwin Filters, Inc. in 2000. He became an
executive officer of the Company in 2003 while retaining the
same title with Baldwin Filters, Inc. by designation of the
Board of Directors.
David J. Lindsay............................................       48           1995
  Vice President-Administration and Chief Administrative
Officer. Mr. Lindsay has been employed by the Company in
various administrative positions since 1987. He was elected
Vice President-Group Services in 1991, Vice President-
Administration in 1994 and Vice President-Administration and
Chief Administrative Officer in 1995.
Peter F. Nangle.............................................       42           1999
  Vice President-Information Services and Chief Information
Officer. Mr. Nangle has been employed by the Company since
1993. He was elected Vice President-Information Services in
1994, Vice President-Information Services and Operations
Analysis, Chief Information Officer in 1997 and Vice
President-Information Services and Chief Information Officer
in 1999.
Marcia S. Blaylock..........................................       47           2000
  Vice President, Controller. Ms. Blaylock has been an
employee of the Company since 1974. She was elected
Assistant Secretary in 1994, Corporate Secretary in 1995,
Vice President and Corporate Secretary in 1996, Vice
President, Controller and Corporate Secretary in 1997 and
Vice President, Controller in 2000.
David J. Boyd...............................................       63           2000
  Vice President, General Counsel and Corporate Secretary.
Mr. Boyd became an officer of the Company in May 2000. Prior
to that date he served as a partner in the law firm of
Sidley Austin Brown & Wood LLP since 1972.
</Table>

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

                                        10
<PAGE>

                                    PART II

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

     The Company's Common Stock is listed on the New York Stock Exchange; it is
traded under the symbol CLC. The following table sets forth the high and low
market prices as quoted during the relevant periods on the New York Stock
Exchange and dividends per share paid for each quarter of the last two fiscal
years.

<Table>
<Caption>
                                                               MARKET PRICE
                                                              ---------------
QUARTER ENDED                                                  HIGH     LOW     DIVIDENDS
-------------                                                 ------   ------   ---------
<S>                                                           <C>      <C>      <C>
March 1, 2003...............................................  $36.30   $31.05    $.1225
May 31, 2003................................................   39.24    33.11     .1225
August 30, 2003.............................................   43.51    35.95     .1225
November 29, 2003...........................................   45.93    38.25     .1250
                                                                                 ------
Total Dividends.............................................                     $.4925
                                                                                 ======
</Table>

<Table>
<Caption>
                                                               MARKET PRICE
                                                              ---------------
QUARTER ENDED                                                  HIGH     LOW     DIVIDEND
-------------                                                 ------   ------   --------
<S>                                                           <C>      <C>      <C>
March 2, 2002...............................................  $29.10   $25.15    $.1200
June 1, 2002................................................   34.00    28.83     .1200
August 31, 2002.............................................   32.01    25.03     .1200
November 30, 2002...........................................   33.84    27.73     .1225
                                                                                 ------
Total Dividends.............................................                     $.4825
                                                                                 ======
</Table>

     The approximate number of holders of record of the Company's Common Stock
at January 15, 2004 is 1,300. In addition, the Company believes that there are
approximately 5,500 beneficial owners whose shares are held in street names.

ITEM 6. SELECTED FINANCIAL DATA.

     The information required hereunder is set forth on pages 26 and 27 of the
Annual Report under the caption "11-Year Financial Review," is incorporated
herein by reference and is filed as Exhibit 13(a)(ix) to this 2003 Form 10-K.

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

     The information required hereunder is set forth on pages 7 through 11 of
the Annual Report under the caption "Financial Review," is incorporated herein
by reference and is filed as Exhibit 13(a)(x) to this 2003 Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The information required hereunder is set forth on page 10 of the Annual
Report under the caption "Financial Review -- Other Matters -- Market Risk," is
incorporated herein by reference and is filed as part of Exhibit 13(a)(x) to
this 2003 Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements, the Notes thereto and the report
thereon of PricewaterhouseCoopers LLP, independent accountants, required
hereunder with respect to the Company and its consolidated subsidiaries are set
forth on pages 12 through 25, inclusive, of the Annual Report, are incorporated
herein by reference and are filed as Exhibits 13(a)(ii) through 13(a)(vii) to
this 2003 Form 10-K.

                                        11
<PAGE>

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

     None.

ITEM 9A. CONTROLS AND PROCEDURES.

     (a) As of November 30, 2003 (the end of the fiscal year covered by this
2003 Form 10-K), the Company, under the supervision and with the participation
of its management, including the Company's Chief Executive Officer and its Chief
Financial Officer, evaluated the effectiveness of the Company's disclosure
controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated
under the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the disclosure controls and procedures were effective.

     (b) During the fourth quarter of the Company's fiscal year ended November
30, 2003, there were no changes in the Company's internal control over financial
reporting that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Certain information required hereunder is set forth on pages 1 through 5,
inclusive, of the Company's Proxy Statement dated February 18, 2004 (the "Proxy
Statement") for the Annual Meeting of Shareholders to be held on March 22, 2004
under the caption "Election of Directors -- Nominees for Election to the Board
of Directors," "-- Information Concerning Nominees and Directors" and
"-- Committees of the Board of Directors -- Audit Committee" and is incorporated
herein by reference. Additional information required hereunder is set forth on
page 6 of the Proxy Statement under the caption "Beneficial Ownership of the
Company's Common Stock -- Section 16(a) Beneficial Ownership Reporting
Compliance" and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

     The information required hereunder is set forth on pages 7 through 14
inclusive, of the Proxy Statement under the captions "Compensation of Executive
Officers and Other Information" and "Report of the Compensation Committee" and
on page 17 under the caption "Performance Graph" is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

     The information required hereunder is set forth on page 21 of the Proxy
Statement under the caption "Approval of Employee Stock Purchase Plan -- Equity
Compensation Plan Information" and on pages 5 and 6 of the Proxy Statement under
the caption "Beneficial Ownership of the Company's Common Stock" and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The information required herein is set forth on pages 15 and 16 of the
Proxy Statement under the caption "Report of the Audit Committee -- Amounts Paid
to PricewaterhouseCoopers LLP" and in the Audit Committee Charter attached to
the Proxy Statement as Exhibit A and is incorporated herein by reference.

                                        12
<PAGE>

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.

     (a) Financial Statements

     The following financial information is incorporated herein by reference to
the Company's Annual Report to Shareholders for the fiscal year ended November
30, 2003:

     *Consolidated Balance Sheets at November 30, 2003 and 2002

     *Consolidated Statements of Earnings for the years ended November 30, 2003,
2002 and 2001

     *Consolidated Statements of Shareholders' Equity for the years ended
November 30, 2003, 2002 and 2001

     *Consolidated Statements of Cash Flows for the years ended November 30,
2003, 2002 and 2001

     *Notes to Consolidated Financial Statements

     *Report of Independent Accountants

     *Management's Report on Responsibility for Financial Reporting
---------------
*Filed herewith as part of Exhibit 13(a) to this 2003 Form 10-K

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

Report of Independent Accountants..........................................  F-1

Financial Statement Schedules:

     II. Valuation and Qualifying Accounts.................................  F-2

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

     (b) The Company filed a Current Report on Form 8-K on September 19, 2003 to
report the issuance by the Company of a press release disclosing the Company's
financial results for the third quarter and nine month period which ended on
August 30, 2003.

     (c) Exhibits

<Table>
<S>          <C>

 3.1         The registrant's Second Restated Certificate of
             Incorporation. Incorporated by reference to Exhibit 3.1 to
             the Company's Annual Report on Form 10-K for the fiscal year
             ended November 30, 1998.

 3.1(a)      Amendment to ARTICLE FOURTH of the Second Restated
             Certificate of Incorporation. Incorporated by reference to
             the Company's Proxy Statement dated February 18, 1999 for
             the Annual Meeting of Shareholders held on March 23, 1999.

 3.2         The registrant's By-laws, as amended. Incorporated by
             reference to Exhibit 3.2 to the Company's Annual Report on
             Form 10-K for the fiscal year ended November 30, 1995.

 3.3         Certificate of Designation of Series B Junior Participating
             Preferred Stock of CLARCOR as filed with the Secretary of
             State of the State of Delaware on April 2, 1996.
             Incorporated by reference to Exhibit 4.5 to the Registration
             Statement on Form 8-A filed April 3, 1996.

 4.1         Stockholder Rights Agreement dated as of March 28, 1996
             between the registrant and the First Chicago Trust of New
             York. Incorporated by reference to Exhibit 4 to the
             Company's Current Report on Form 8-K filed April 3, 1996.

 4.1(a)      First Amendment to Stockholders Rights Agreement dated as of
             March 23, 1999. Incorporated by reference to Exhibit 4 to
             the Company's Form 8-A/A filed March 29, 1999.
</Table>

                                        13
<PAGE>
<Table>
<S>          <C>
 4.2         Certain instruments defining the rights of holders of
             long-term debt securities of CLARCOR and its subsidiaries
             are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation
             S-K. CLARCOR hereby agrees to furnish copies of these
             instruments to the SEC upon request.

 4.2(c)      Credit Agreement dated as of April 8, 2003 among CLARCOR
             Inc., the Lenders and Bank One, NA, as Agent. Incorporated
             by reference to Exhibit 4 to the Company's Quarterly Report
             on Form 10-Q filed June 27, 2003.

10.1         The registrant's Deferred Compensation Plan for Directors.
             Incorporated by reference to Exhibit 10.1 to the Company's
             Annual Report on Form 10-K for the fiscal year ended
             November 30, 1984 (the "1984 10-K").

10.2         The registrant's Supplemental Retirement Plan. Incorporated
             by reference to Exhibit 10.2 to the 1984 10-K.

10.2(a)      The registrant's 1994 Executive Retirement Plan.
             Incorporated by reference to Exhibit 10.2(a) to the
             Company's Annual Report on Form 10-K for the fiscal year
             ended December 3, 1994 ("1994 10-K").

10.2(b)      The registrant's 1994 Supplemental Pension Plan.
             Incorporated by reference to Exhibit 10.2(b) to the 1994
             10-K.

10.2(c)      The registrant's Supplemental Retirement Plan (as amended
             and restated effective December 1, 1994). Incorporated by
             reference to Exhibit 10.2(c) to the 1994 10-K.

10.3         The registrant's 1984 Stock Option Plan. Incorporated by
             reference to Exhibit A to the Company's Proxy Statement
             dated March 2, 1984 for the Annual Meeting of Shareholders
             held on March 31, 1984.

10.4         Employment Agreements with certain officers. Incorporated by
             reference to Exhibit 5 to the Company's Current Report on
             Form 8-K filed July 25, 1989.

10.4(a)(1)   Form of Amended and Restated Employment Agreement with each
             of Marcia S. Blaylock, David J. Boyd, Sam Ferrise, Bruce A.
             Klein, David J. Lindsay, Peter F. Nangle, and William B.
             Walker. Incorporated by Reference to Exhibit 10.4(a)(1) to
             the Company's Annual Report on Form 10-K for the fiscal year
             ended December 2, 2000 (the "2000 10-K").

 10.4(c)     Employment Agreement with Norman E. Johnson dated July 1,
             1997. Incorporated by reference to Exhibit 10.4(c) to the
             1997 10-K.

 10.4(c)(1)  Amended and Restated Employment Agreement with Norman E.
             Johnson dated as of December 17, 2000. Incorporated by
             Reference to Exhibit 10.4(c)(1) to the 2000 10-K.

 10.4(d)     Trust Agreement dated December 1, 1997. Incorporated by
             reference to Exhibit 10.4(d) to the 1997 10-K.

 10.4(e)     Executive Benefit Trust Agreement dated December 22, 1997.
             Incorporated by reference to Exhibit 10.4(e) to the 1997
             10-K.

 10.5        The registrant's 1994 Incentive Plan (the "1994 Plan") as
             amended through June 30, 2000. Incorporated by Reference to
             Exhibit 10.5 to the 2000 10-K.

 10.5(a)     Amendment to the 1994 Plan adopted December 18, 2000.
             Incorporated by Reference to Exhibit 10.5(a) to the 2000
             10-K.

 10.5(b)     The registrant's 2004 Incentive Plan (the "2004 Plan").
             Incorporated by reference to Exhibit A to the Company's
             Proxy Statement dated February 20, 2003 for the Annual
             Meeting of Shareholders held on March 24, 2003.

*10.5(c)     Amendment to the 1994 Plan and to the 2004 Plan.

*12.1        Computation of Certain Ratios.
</Table>

                                        14
<PAGE>
<Table>
<S>          <C>
*13 (a)      The following items incorporated by reference herein from
             the Company's 2003 Annual Report to Shareholders ("2003
             Annual Report"), are filed as Exhibits to this Annual Report
             on Form 10-K:
</Table>

<Table>
<C>         <S>
       (i)       Business segment information for the fiscal years 2001
                 through 2003 set forth on pages 23 and 24 of the 2003
                 Annual Report (included in Exhibit 13(a)(vi) -- Note P
                 of Notes to Consolidated Financial Statements);
      (ii)       Consolidated Balance Sheets of the Company and its
                 Subsidiaries at November 30, 2003 and 2002 set forth on
                 page 12 of the 2003 Annual Report;
     (iii)       Consolidated Statements of Earnings of the Company and
                 its Subsidiaries for the years ended November 30, 2003,
                 2002 and 2001 set forth on page 13 of the 2003 Annual
                 Report;
      (iv)       Consolidated Statements of Shareholders' Equity for the
                 Company and its Subsidiaries for the years ended
                 November 30, 2003, 2002 and 2001 set forth on page 14
                 of the 2003 Annual Report;
       (v)       Consolidated Statements of Cash Flows of the Company
                 and its Subsidiaries for the years ended November 30,
                 2003, 2002 and 2001 set forth on page 15 of the 2003
                 Annual Report;
      (vi)       Notes to Consolidated Financial Statements set forth on
                 pages 16 through 24 of the 2003 Annual Report;
     (vii)       Report of Independent Accountants set forth on page 25
                 of the 2003 Annual Report;
    (viii)       Management's Report on Responsibility for Financial
                 Reporting set forth on page 25 of the 2003 Annual
                 Report;
      (ix)       Information under the caption "11-Year Financial
                 Review" set forth on pages 26 and 27 of the 2003 Annual
                 Report; and
       (x)       Management's Discussion and Analysis of Financial
                 Condition and Results of Operation set forth under the
                 caption "Financial Review" on pages 7 through 11 of the
                 2003 Annual Report.
</Table>

<Table>
<S>         <C>

*14         Code of Ethics for Chief Executive Officer and Senior
            Financial Officers.

*18         Letter dated January 8, 2004 from PricewaterhouseCoopers LLP
            to the Company concerning a change by the Company in
            accounting principle from the last in, first out to the
            first in, first out method for certain inventories.

*21         Subsidiaries of the Registrant.

*23         Consent of Independent Accountants.

*31.1       Certification of Norman E. Johnson, Chairman, President and
            Chief Executive Officer of the Company, pursuant to Rule
            13a-14(a) of the Exchange Act.

*31.2       Certification of Bruce A. Klein, Vice President -- Finance
            and Chief Financial Officer of the Company, pursuant to Rule
            13a-14(a) of the Exchange Act.

*32.1       Certification of Norman E. Johnson, Chairman, President and
            Chief Executive Officer of the Company, pursuant to Section
            1350 of Chapter 63 of Title 18 of the United States Code.

*32.2       Certification of Bruce A. Klein, Vice President -- Finance
            and Chief Financial Officer of the Company, pursuant to
            Section 1350 of Chapter 63 of Title 18 of the United States
            Code.
</Table>

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

 * Filed herewith.

                                        15
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: February 18, 2004                   CLARCOR Inc.
                                          (Registrant)

                                          By:    /s/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                             Chairman of the Board, President
                                                & Chief Executive Officer

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

<Table>
<S>                      <C>  <C>
Date: February 18, 2004  By:               /s/ NORMAN E. JOHNSON
                              ------------------------------------------------
                                             Norman E. Johnson
                                     Chairman of the Board, President &
                                    Chief Executive Officer and Director

Date: February 18, 2004  By:                 /s/ BRUCE A. KLEIN
                              ------------------------------------------------
                                               Bruce A. Klein
                                        Vice President -- Finance &
                                          Chief Financial Officer

Date: February 18, 2004  By:               /s/ MARCIA S. BLAYLOCK
                              ------------------------------------------------
                                             Marcia S. Blaylock
                               Vice President, Controller & Chief Accounting
                                                  Officer

Date: February 18, 2004  By:                  /s/ J. MARC ADAM
                              ------------------------------------------------
                                                J. Marc Adam
                                                  Director

Date: February 18, 2004  By:             /s/ ROBERT J. BURGSTAHLER
                              ------------------------------------------------
                                           Robert J. Burgstahler
                                                  Director

Date: February 18, 2004  By:                  /s/ PAUL DONOVAN
                              ------------------------------------------------
                                                Paul Donovan
                                                  Director

Date: February 18, 2004  By:               /s/ ROBERT H. JENKINS
                              ------------------------------------------------
                                             Robert H. Jenkins
                                                  Director
</Table>

                                        16
<PAGE>
<Table>
<S>                      <C>  <C>
Date: February 18, 2004  By:             /s/ PHILIP R. LOCHNER, JR.
                              ------------------------------------------------
                                           Philip R. Lochner, Jr.
                                                  Director

Date: February 18, 2004  By:                /s/ JAMES L. PACKARD
                              ------------------------------------------------
                                              James L. Packard
                                                  Director

Date: February 18, 2004  By:                /s/ ROSEANNE STEVENS
                              ------------------------------------------------
                                              Roseanne Stevens
                                                  Director

Date: February 18, 2004  By:                /s/ KEITH E. WANDELL
                              ------------------------------------------------
                                              Keith E. Wandell
                                                  Director
</Table>

                                        17
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

Our audits of the consolidated financial statements referred to in our report
dated January 8, 2004 appearing on page 25 in the 2003 Annual Report to
Shareholders of CLARCOR Inc. and Subsidiaries (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedule listed in Item
15(a) of this Form 10-K (page 13, index of exhibits). In our opinion, the
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

                                          /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
January 8, 2004

                                       F-1
<PAGE>

                                  CLARCOR INC.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED NOVEMBER 30, 2003, 2002 AND 2001
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                  COLUMN A                      COLUMN B           COLUMN C             COLUMN D      COLUMN E
--------------------------------------------   ----------   -----------------------    ----------    ----------
                                                                   ADDITIONS
                                                            -----------------------
                                                               (1)          (2)
                                               BALANCE AT   CHARGED TO   CHARGED TO                  BALANCE AT
                                               BEGINNING    COSTS AND      OTHER                       END OF
                DESCRIPTION                    OF PERIOD     EXPENSES     ACCOUNTS     DEDUCTIONS      PERIOD
--------------------------------------------   ----------   ----------   ----------    ----------    ----------
<S>                                            <C>          <C>          <C>           <C>           <C>
2003:
Allowance for losses on accounts
  receivable................................     $7,020       $3,407       $  994(A)     $2,315(B)     $9,106
                                                 ======       ======       ======        ======        ======
2002:
Allowance for losses on accounts
  receivable................................     $7,920       $2,379       $   95(A)     $3,374(B)     $7,020
                                                 ======       ======       ======        ======        ======
2001:
Allowance for losses on accounts
  receivable................................     $5,027       $1,628       $2,286(A)     $1,021(B)     $7,920
                                                 ======       ======       ======        ======        ======
</Table>

NOTES:

(A) Due to business acquisitions and reclassifications.

(B) Bad debts written off during year, net of recoveries.

                                       F-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5(C)
<SEQUENCE>3
<FILENAME>c82240exv10w5xcy.txt
<DESCRIPTION>AMENDMENT TO THE 1994 PLAN AND TO THE 2004 PLAN
<TEXT>
<PAGE>

                                                                 EXHIBIT 10.5(c)

12. NO REPRICING OF GRANTS OR AWARDS. Notwithstanding anything in the Plan to
the contrary and subject to Section VII.7, the exercise price or base price, as
the case may be, of any grant or award hereunder shall not be reduced after the
date of such grant or award, and no grant or award hereunder shall be canceled
for the purpose of regranting a new grant or award at a lower exercise price or
base price, as the case may be, without shareholder approval given at a meeting
in which the reduction of such exercise price or base price, or the cancellation
and regranting of a grant or award, as the case may be, is considered for
approval.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>4
<FILENAME>c82240exv12w1.txt
<DESCRIPTION>COMPUTATION OF CERTAIN RATIOS
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1





CLARCOR INC.
STATEMENT RE COMPUTATION OF RATIOS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                Fiscal Years Ended (A)
                                                          --------------------------------------------------------------------
                                                            2003        2002        2001        2000        1999         1998
                                                          --------------------------------------------------------------------
<S>                                                       <C>         <C>         <C>         <C>         <C>         <C>
Return on Beginning Assets
   Net Earnings                                           $ 54,552    $ 46,601    $ 41,893    $ 40,237    $ 35,412    $ 32,079
   Divided by Beginning Assets                             546,119     530,617     501,930     472,991     305,766     282,519
                                                          --------------------------------------------------------------------
        Equals Return on Beginning Assets                     10.0%        8.8%        8.3%        8.5%       11.6%       11.4%
                                                          ====================================================================

Return on Beginning Shareholders' Equity
   Net Earnings                                           $ 54,552    $ 46,601    $ 41,893    $ 40,237    $ 35,412    $ 32,079
   Divided by Beginning Shareholders' Equity               315,461     274,261     242,093     210,718     186,807     171,162
                                                          --------------------------------------------------------------------
        Equals Return on Beginning Shareholders' Equity       17.3%       17.0%       17.3%       19.1%       19.0%       18.7%
                                                          ====================================================================

Dividend Payout to Net Earnings
  Dividends Paid                                          $ 12,406    $ 11,975    $ 11,575    $ 11,207    $ 10,814    $ 10,717
  Divided by Net Earnings                                   54,552      46,601      41,893      40,237      35,412      32,079
                                                          --------------------------------------------------------------------
        Equals Dividend Payout to Net Earnings                22.7%       25.7%       27.6%       27.9%       30.5%       33.4%
                                                          ====================================================================

Debt to Capitalization
  Current Debt                                            $    674    $ 68,456    $  5,579    $  5,482    $  5,440    $    470
  Long Term Debt                                            16,913      22,648     135,203     141,486     145,981      36,419
                                                          --------------------------------------------------------------------
    Total Debt                                            $ 17,587    $ 91,104    $140,782    $146,968    $151,421    $ 36,889
  Ending Shareholders' Equity                              370,392     315,461     274,261     242,093     210,718     186,807
                                                          --------------------------------------------------------------------
    Equals Capitalization                                 $387,979    $406,565    $415,043    $389,061    $362,139    $223,696
                                                          --------------------------------------------------------------------

  Debt                                                    $ 17,587    $ 91,104    $140,782    $146,968    $151,421    $ 36,889
  Divided by Capitalization                                387,979     406,565     415,043     389,061     362,139     223,696
                                                          --------------------------------------------------------------------
    Equals Debt to Capitalization                              4.5%       22.4%       33.9%       37.8%       41.8%       16.5%
                                                          ====================================================================

Working Capital
  Current Assets                                          $257,402    $259,746    $244,350    $230,479    $227,670    $168,173
  Less Current Liabilities                                 111,373     174,255      94,931      97,826      97,475      61,183
                                                          --------------------------------------------------------------------
    Equals Working Capital                                $146,029    $ 85,491    $149,419    $132,653    $130,195    $106,990
                                                          ====================================================================

Current Ratio
  Current Assets                                          $257,402    $259,746    $244,350    $230,479    $227,670    $168,173
  Divided by Current Liabilities                           111,373     174,255      94,931      97,826      97,475      61,183
                                                          --------------------------------------------------------------------
    Equals Current Ratio                                       2.3         1.5         2.6         2.4         2.3         2.7
                                                          ====================================================================
<CAPTION>
                                                                           Fiscal Years Ended (A)
                                                          --------------------------------------------------------
                                                             1997       1996        1995        1994        1993
                                                          --------------------------------------------------------
<S>                                                       <C>         <C>         <C>         <C>         <C>
Return on Beginning Assets
   Net Earnings                                           $ 26,918    $ 25,945    $ 23,500    $ 21,416    $ 17,277
   Divided by Beginning Assets                             267,019     245,697     206,928     191,657     181,660
                                                          --------------------------------------------------------
        Equals Return on Beginning Assets                     10.1%       10.6%       11.4%       11.2%        9.5%
                                                          ========================================================

Return on Beginning Shareholders' Equity
   Net Earnings                                           $ 26,918    $ 25,945    $ 23,500    $ 21,416    $ 17,277
   Divided by Beginning Shareholders' Equity               154,681     138,144     122,801     110,299     105,460
                                                          --------------------------------------------------------
        Equals Return on Beginning Shareholders' Equity       17.4%       18.8%       19.1%       19.4%       16.4%
                                                          ========================================================

Dividend Payout to Net Earnings
  Dividends Paid                                          $ 10,290    $  9,512    $  9,330    $  9,201    $  9,036
  Divided by Net Earnings                                   26,918      25,945      23,500      21,416      17,277
                                                          --------------------------------------------------------
        Equals Dividend Payout to Net Earnings                38.2%       36.7%       39.7%       43.0%       52.3%
                                                          ========================================================

Debt to Capitalization
  Current Debt                                            $  1,140    $  7,625    $  7,596    $  7,579    $  7,921
  Long Term Debt                                            37,656      43,449      41,860      25,090      32,650
                                                          --------------------------------------------------------
    Total Debt                                            $ 38,796    $ 51,074    $ 49,456    $ 32,669    $ 40,571
  Ending Shareholders' Equity                              171,162     154,681     138,144     122,801     110,299
                                                          --------------------------------------------------------
    Equals Capitalization                                 $209,958    $205,755    $187,600    $155,470    $150,870
                                                          --------------------------------------------------------

  Debt                                                    $ 38,796    $ 51,074    $ 49,456    $ 32,669    $ 40,571
  Divided by Capitalization                                209,958     205,755     187,600     155,470     150,870
                                                          --------------------------------------------------------
    Equals Debt to Capitalization                             18.5%       24.8%       26.4%       21.0%       26.9%
                                                          ========================================================

Working Capital
  Current Assets                                          $160,527    $140,726    $133,286    $109,992    $ 97,569
  Less Current Liabilities                                  54,237      51,297      49,841      43,926      37,647
                                                          --------------------------------------------------------
    Equals Working Capital                                $106,290    $ 89,429    $ 83,445    $ 66,066    $ 59,922
                                                          ========================================================

Current Ratio
  Current Assets                                          $160,527    $140,726    $133,286    $109,992    $ 97,569
  Divided by Current Liabilities                            54,237      51,297      49,841      43,926      37,647
                                                          --------------------------------------------------------
    Equals Current Ratio                                       3.0         2.7         2.7         2.5         2.6
                                                          ========================================================
</TABLE>

(A) Calculation of Certain Items Presented in the "11-Year Financial Review"
Filed with Form 10-K for Fiscal Year Ended 11/30/2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(II)
<SEQUENCE>5
<FILENAME>c82240exv13wxayxiiy.txt
<DESCRIPTION>CONSOLIDATED BALANCE SHEETS
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                               EXHIBIT 13(a)(ii)






CONSOLIDATED BALANCE SHEETS

NOVEMBER 30, 2003 AND 2002

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
ASSETS                                                                          2003               2002
---------------------------------------------------------------------------------------------------------
<S>                                                                           <C>               <C>
Current assets:
  Cash and short-term cash investments ...............................        $   8,348         $  13,747
  Accounts receivable, less allowance for losses
    of $9,106 for 2003 and $7,020 for 2002 ...........................          127,546           121,482
  Inventories ........................................................           99,673           101,846
  Prepaid expenses and other current assets ..........................            5,880             5,576
  Deferred income taxes ..............................................           15,955            17,095
                                                                              ---------------------------
      Total current assets ...........................................          257,402           259,746
                                                                              ---------------------------

Plant assets, at cost less accumulated depreciation ..................          129,572           132,892
Acquired intangibles, less accumulated amortization ..................          122,351           122,529
Pension assets .......................................................           20,153            21,771
Other noncurrent assets ..............................................            8,759             9,181
                                                                              ---------------------------
      Total assets ...................................................        $ 538,237         $ 546,119
                                                                              ===========================
LIABILITIES

Current liabilities:
  Current portion of long-term debt ..................................        $     674         $  68,456
  Accounts payable and accrued liabilities ...........................          102,322            97,738
  Income taxes .......................................................            8,377             8,061
                                                                              ---------------------------
      Total current liabilities ......................................          111,373           174,255
                                                                              ---------------------------

Long-term debt, less current portion .................................           16,913            22,648
Postretirement health care benefits ..................................            4,313             4,033
Long-term pension liabilities ........................................            7,813             7,823
Deferred income taxes ................................................           21,729            19,045
Other long-term liabilities ..........................................            4,026             2,318
Minority interests ...................................................            1,678               536

Contingencies

SHAREHOLDERS' EQUITY

Capital stock:
  Preferred, par value $1, authorized 5,000,000 shares,
    none issued ......................................................                -                 -
  Common, par value $1, authorized 60,000,000 shares,
    issued 25,309,127 in 2003 and 24,918,614 in 2002 .................           25,309            24,919
  Capital in excess of par value .....................................           19,998            12,854
  Accumulated other comprehensive earnings ...........................             (936)           (6,187)
  Retained earnings ..................................................          326,021           283,875
                                                                              ---------------------------
      Total shareholders' equity .....................................          370,392           315,461
                                                                              ---------------------------
      Total liabilities and shareholders' equity .....................        $ 538,237         $ 546,119
                                                                              ===========================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

12  CLARCOR

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(III)
<SEQUENCE>6
<FILENAME>c82240exv13wxayxiiiy.txt
<DESCRIPTION>CONSOLIDATED STATEMENT OF EARNINGS
<TEXT>
<PAGE>
                                                              EXHIBIT 13(a)(iii)






                                                   [A WORLD OF OPPORTUNITY LOGO]

CONSOLIDATED  STATEMENTS OF EARNINGS
FOR THE YEARS ENDED NOVEMBER 30, 2003, 2002 AND 2001

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                    2003           2002           2001
---------------------------------------------------------------------------------------------------------
<S>                                                             <C>            <C>            <C>
Net sales ....................................................  $   741,358    $   715,563    $   666,964

Cost of sales ................................................      519,667        508,273        471,477
                                                                -----------------------------------------

      Gross profit ...........................................      221,691        207,290        195,487

Selling and administrative expenses ..........................      134,629        129,515        119,677
                                                                -----------------------------------------

      Operating profit .......................................       87,062         77,775         75,810
                                                                -----------------------------------------

Other income (expense):
  Interest expense ...........................................       (1,767)        (6,073)       (10,270)
  Interest income ............................................          235            461            654
  Other, net .................................................          529           (713)          (460)
                                                                -----------------------------------------

                                                                     (1,003)        (6,325)       (10,076)
                                                                -----------------------------------------

      Earnings before income taxes and minority interests ....       86,059         71,450         65,734

Provision for income taxes ...................................       31,371         24,773         23,804
                                                                -----------------------------------------

      Earnings before minority interests .....................       54,688         46,677         41,930

Minority interests in earnings of subsidiaries ...............         (136)           (76)           (37)
                                                                -----------------------------------------

Net earnings .................................................  $    54,552    $    46,601    $    41,893
                                                                =========================================

Net earnings per common share:
  Basic ......................................................  $      2.17    $      1.88    $      1.71
  Diluted ....................................................  $      2.15    $      1.85    $      1.68
                                                                =========================================

Average number of common shares outstanding:
  Basic ......................................................   25,106,561     24,839,812     24,535,199
  Diluted ....................................................   25,372,806     25,171,931     24,892,062
                                                                =========================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                                                      CLARCOR 13


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IV)
<SEQUENCE>7
<FILENAME>c82240exv13wxayxivy.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                               EXHIBIT 13(a)(iv)






CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED NOVEMBER 30, 2003, 2002 AND 2001

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                   Common Stock
                                            --------------------------   Capital in  Accumulated Other
                                            Number of Shares   Amount     Excess of    Comprehensive      Retained
                                                 Issued        Issued     Par Value      Earnings         Earnings         Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>        <C>         <C>                <C>              <C>
Balance, November 30, 2000 ..............         24,381,307  $ 24,381    $   5,700    $      (6,919)   $       218,931  $  242,093
-----------------------------------------------------------------------------------------------------------------------------------

Net earnings ............................                  -         -            -                -             41,893      41,893
Other comprehensive earnings, net of tax:
   Cumulative effect of
      accounting change .................                  -         -            -             (769)                 -        (769)
   Unrealized loss on derivative ........                  -         -            -           (1,137)                 -      (1,137)
   Translation adjustments ..............                  -         -            -             (354)                 -        (354)
                                                                                                                         ----------
   Total comprehensive earnings .........                                                                                    39,633
                                                                                                                         ----------
Stock options exercised .................            246,424       246        3,223                -                  -       3,469
Issuance of stock under
   award plans ..........................             10,618        11          642                -                  -         653
Forfeiture of stock under
   award plans ..........................            (12,113)      (12)           -                -                  -         (12)
Cash dividends - $0.4725
   per common share .....................                  -         -            -                -            (11,575)    (11,575)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 2001 ..............         24,626,236    24,626        9,565           (9,179)           249,249     274,261
-----------------------------------------------------------------------------------------------------------------------------------

Net earnings ............................                  -         -            -                -             46,601      46,601
Other comprehensive earnings, net of tax:
   Minimum pension liability adjustment .                  -         -            -           (1,122)                 -      (1,122)
   Unrealized gain on derivative ........                  -         -            -            1,906                  -       1,906
   Translation adjustments ..............                  -         -            -            2,208                  -       2,208
                                                                                                                         ----------
   Total comprehensive earnings .........                                                                                    49,593
                                                                                                                         ----------
Stock options exercised .................            278,969       279        2,438                -                  -       2,717
Issuance of stock under
   award plans ..........................             17,884        18          851                -                  -         869
Forfeiture of stock under
   award plans ..........................             (4,475)       (4)           -                -                  -          (4)
Cash dividends - $0.4825
   per common share .....................                  -         -            -                -            (11,975)    (11,975)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 2002 ..............         24,918,614    24,919       12,854           (6,187)           283,875     315,461
-----------------------------------------------------------------------------------------------------------------------------------

Net earnings ............................                  -         -            -                -             54,552      54,552
Other comprehensive earnings, net of tax:
   Minimum pension liability adjustment .                  -         -            -              517                  -         517
   Translation adjustments ..............                  -         -            -            4,734                  -       4,734
                                                                                                                         ----------
   Total comprehensive earnings .........                                                                                    59,803
                                                                                                                         ----------
Stock options exercised .................            385,170       385        6,591                -                  -       6,976
Issuance of stock under
   award plans ..........................             11,913        12          553                -                  -         565
Forfeiture of stock under
   award plans ..........................             (6,570)       (7)           -                -                  -          (7)
Cash dividends - $0.4925
   per common share .....................                  -         -            -                -            (12,406)    (12,406)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 2003 ..............         25,309,127  $ 25,309    $  19,998    $        (936)   $       326,021  $  370,392
===================================================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

14 CLARCOR


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(V)
<SEQUENCE>8
<FILENAME>c82240exv13wxayxvy.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF CASH FLOWS
<TEXT>
<PAGE>
                                                                EXHIBIT 13(a)(v)






                                                   [A WORLD OF OPPORTUNITY LOGO]

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 2003, 2002 AND 2001

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             2003           2002           2001
------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>            <C>
Cash flows from operating activities:
  Net earnings .......................................................     $  54,552      $  46,601      $  41,893
  Adjustments to reconcile net earnings to
         net cash provided by operations:
      Depreciation ...................................................        18,078         18,999         18,187
      Amortization ...................................................           907            761          3,663
      Minority interests in earnings of subsidiaries .................           136             76             37
      Net loss on dispositions of plant assets .......................           105            146            338
      Impairment of plant assets .....................................             -              -          2,422
      Changes in assets and liabilities, net of business acquisitions:
         Accounts receivable .........................................        (4,392)        (3,804)         5,116
         Inventories .................................................         3,572          1,561          5,190
         Prepaid expenses and other current assets ...................          (332)          (150)          (374)
         Other noncurrent assets .....................................          (862)         1,495         (2,523)
         Accounts payable and accrued liabilities ....................         5,879         14,020         (8,693)
         Pension assets and liabilities, net .........................         1,817         (1,757)         1,163
         Income taxes ................................................         4,810          5,756         (2,683)
         Deferred income taxes .......................................         3,626          1,315           (446)
                                                                           ---------------------------------------

         Net cash provided by operating activities ...................        87,896         85,019         63,290
                                                                           ---------------------------------------

Cash flows from investing activities:
  Additions to plant assets ..........................................       (13,042)       (12,204)       (18,204)
  Business acquisitions, net of cash acquired ........................             -         (6,677)       (33,388)
  Dispositions of plant assets .......................................             7             63            539
  Other, net .........................................................            49           (160)          (300)
                                                                           ---------------------------------------

         Net cash used in investing activities .......................       (12,986)       (18,978)       (51,353)
                                                                           ---------------------------------------

Cash flows from financing activities:
  Proceeds from multicurrency revolving credit agreement .............       108,386         24,333         27,500
  Payments on multicurrency revolving credit agreement ...............      (170,859)       (68,500)       (36,500)
  Proceeds from borrowings under long-term debt ......................             -              -          8,000
  Payments on long-term debt .........................................       (11,044)        (5,604)        (5,349)
  Sales of capital stock under stock option plan .....................         5,254          1,972          2,598
  Cash dividends paid ................................................       (12,406)       (11,975)       (11,575)
                                                                           ---------------------------------------

         Net cash used in financing activities .......................       (80,669)       (59,774)       (15,326)
                                                                           ---------------------------------------

Net effect of exchange rate changes on cash ..........................           360             62            (57)
                                                                           ---------------------------------------

Net change in cash and short-term cash investments ...................        (5,399)         6,329         (3,446)
Cash and short-term cash investments, beginning of year ..............        13,747          7,418         10,864
                                                                           ---------------------------------------

Cash and short-term cash investments, end of year ....................     $   8,348      $  13,747      $   7,418
                                                                           =======================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                                                      CLARCOR 15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VI)
<SEQUENCE>9
<FILENAME>c82240exv13wxayxviy.txt
<DESCRIPTION>NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TEXT>
<PAGE>
                                                               EXHIBIT 13(a)(vi)





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

A. ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include all domestic and foreign
subsidiaries that are more than 50% owned and controlled. CLARCOR Inc. and its
subsidiaries are hereinafter collectively referred to as the "Company" or
CLARCOR. The Company has three reportable segments: Engine/Mobile Filtration,
Industrial/Environmental Filtration and Packaging. Certain reclassifications
have been made to conform prior years' data to the current presentation. These
reclassifications had no effect on reported earnings.

USE OF MANAGEMENT'S ESTIMATES

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

ACCOUNTING PERIOD

The Company's fiscal year ends on the Saturday closest to November 30. The
fiscal years ended November 29, 2003, November 30, 2002, and December 1, 2001
were comprised of fifty-two weeks. In the consolidated financial statements, all
fiscal years are shown to begin as of December 1 and end as of November 30 for
clarity of presentation.

CASH EQUIVALENTS

All highly liquid investments with a maturity of three months or less when
purchased or that are readily saleable are considered to be short-term cash
equivalents. The carrying amount of the investments approximates fair value.

FOREIGN CURRENCY TRANSLATION

Financial statements of foreign subsidiaries are translated into U.S. dollars at
current rates, except that revenues, costs and expenses are translated at
average rates during each reporting period. Net exchange gains or losses
resulting from the translation of foreign financial statements are accumulated
with other comprehensive earnings as a separate component of shareholders'
equity and are presented in the Consolidated Statements of Shareholders' Equity.

DERIVATIVES

The Company makes limited use of derivative financial instruments to manage
certain interest rate and foreign currency risks. Interest rate swap agreements
are utilized to convert certain floating rate debt into fixed rate debt. Cash
flows related to interest rate swap agreements are included in interest expense
over the terms of the agreements.

The Company documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. In addition, the Company assesses (both at the
hedge's inception and on an ongoing basis) the effectiveness of the derivatives
that are used in hedging transactions. If it is determined that a derivative is
not (or has ceased to be) effective as a hedge, the Company would discontinue
hedge accounting prospectively. Ineffective portions of changes in the fair
value of cash flow hedges are recognized in earnings.

COMPREHENSIVE EARNINGS

Foreign currency translation adjustments, unrealized gains and losses on
derivative instruments and minimum pension liability adjustments are included in
other comprehensive earnings, net of tax.

STOCK-BASED COMPENSATION

In accordance with Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," the Company accounts for stock-based
compensation using the intrinsic value method as prescribed under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations and provides the disclosure-only provisions of SFAS No.
123. In December 2002, the Financial Accounting Standards Board issued SFAS No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure,"
which amends SFAS No. 123, providing alternative methods of accounting and
requiring more prominent and frequent disclosures of the effects of stock-based
compensation under the fair value-based method.

If the Company had determined compensation expense for its stock-based
compensation plans based on the fair value at the grant dates consistent with
the method of SFAS No. 123 and SFAS No. 148, the Company's pro forma net
earnings and basic and diluted earnings per share (EPS) would have been as
follows. (See Note M.)

<TABLE>
<CAPTION>
                                           2003         2002         2001
                                        ----------   ----------   ----------
<S>                                     <C>          <C>          <C>
Net earnings, as reported.............  $   54,552   $   46,601   $   41,893
Less total stock-based compensation
   expense under the fair value-based
   method, net of tax.................      (2,307)      (1,487)      (1,133)
                                        ----------   ----------   ----------
Pro forma net earnings................  $   52,245   $   45,114   $   40,760
                                        ==========   ==========   ==========
Basic EPS, as reported................  $     2.17   $     1.88   $     1.71
Pro forma basic EPS...................  $     2.08   $     1.82   $     1.66

Diluted EPS, as reported..............  $     2.15   $     1.85   $     1.68
Pro forma diluted EPS.................  $     2.06   $     1.79   $     1.64
</TABLE>

PLANT ASSETS

Depreciation is determined primarily by the straight-line method for financial
statement purposes and by the accelerated method for tax purposes. The provision
for depreciation is based on the estimated useful lives of the assets (15 to 40
years for buildings and improvements and 3 to 15 years for machinery and
equipment). It is the policy of the Company to capitalize renewals and
betterments and to charge to expense the cost of current maintenance and
repairs. When property or equipment is retired or otherwise disposed of, the net
book value of the asset is removed from the Company's books and the resulting
gain or loss is reflected in earnings.

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company recognizes the excess of the cost of an acquired entity over the net
amount assigned to assets acquired and liabilities assumed as goodwill. Goodwill
is tested for impairment on an annual basis and between annual tests in certain
circumstances. Impairment losses would be recognized whenever the implied fair
value of goodwill is less than its carrying value. Prior to December 1, 2001,
goodwill was amortized over a forty-year period using the straight-line method.
Beginning December 1, 2001, goodwill is no longer amortized in accordance with
SFAS No. 142, "Goodwill and Other Intangible Assets."

16 CLARCOR

<PAGE>

                                                   [A WORLD OF OPPORTUNITY LOGO]

The Company recognizes an acquired intangible apart from goodwill whenever the
asset arises from contractual or other legal rights, or whenever it is capable
of being separated or divided from the acquired entity and sold, transferred,
licensed, rented, or exchanged, either individually or in combination with a
related contract, asset or liability. An intangible other than goodwill is
amortized over its estimated useful life unless that life is determined to be
indefinite. The Company's trade names and trademarks have indefinite useful
lives and are subject to impairment testing under SFAS No. 142. Prior to
December 1, 2001, the trademarks were amortized over a forty-year life. All
other acquired intangible assets, including patents (average fourteen year life)
and other identifiable intangible assets with lives ranging from one to thirty
years, are being amortized using the straight-line method over the estimated
periods to be benefited. The Company reviews the lives of its definite-lived
intangibles annually and if necessary, impairment losses would be recognized if
the carrying amount of an intangible subject to amortization is not recoverable
from expected future cash flows and its carrying amount exceeds its fair value.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company determines any impairment losses based on underlying cash flows
related to specific groups of acquired long-lived assets, including associated
identifiable intangibles and goodwill, when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.

INCOME TAXES

The Company provides for income taxes and recognizes deferred tax liabilities
and assets for the expected future tax consequences of temporary differences
between the financial statement carrying amounts and the tax basis of assets and
liabilities.

REVENUE RECOGNITION

Revenue is recognized when product ownership and risk of loss has transferred to
the customer or performance of services is complete and the Company has no
remaining obligations regarding the transaction. Estimated discounts and rebates
are recorded as a reduction of sales in the same period revenue is recognized.
Shipping and handling costs are recorded as revenue when billed to customers.

PRODUCT WARRANTIES

The Company provides for estimated warranty costs when the related products are
recorded as sales or for specific items at the time their existence is known and
the amounts are reasonably determinable.

RESEARCH AND DEVELOPMENT

The Company charges research and development costs relating to the development
of new products or the improvement or redesign of its existing products to
expense when incurred. These costs totaled approximately $7,403 in 2003, $6,482
in 2002 and $5,365 in 2001.

NEW PRONOUNCEMENT

In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." FIN 45 requires that certain guarantees be recognized as liabilities at
fair value at their inception date and requires certain disclosures by the
guarantor in its financial statements about its obligations. The provisions of
FIN 45, which were effective for qualifying guarantees entered into or modified
after December 31, 2002, did not have a material impact on the Company's
financial statements. The disclosure requirements were effective for the quarter
ended March 1, 2003.

The Company has provided letters of credit totaling approximately $23,219 to
various government agencies, primarily related to industrial revenue bonds and
to insurance companies and other entities in support of its obligations. The
Company believes that no payments will be required resulting from these
accommodation obligations.

In the ordinary course of business, the Company also provides routine
indemnifications and other guarantees whose terms range in duration and often
are not explicitly defined. The Company does not believe these will have a
material impact on the results of operations or financial condition of the
Company.

The Company has a majority ownership interest in a consolidated affiliate in
which the Company has agreed, under certain conditions, to buy out the minority
owners' interest for an amount estimated not to exceed $850.

B. ACQUISITIONS

On June 5, 2002, the Company acquired CLARCOR UK (formerly Locker Filtration
Limited), a Warrington, England manufacturer of heavy-duty air filters, diesel
and gas turbine air intake system filters and specialty filters. The Company
acquired Total Filter Technology (TFT), a process liquid filtration manufacturer
based in North Chelmsford, Massachusetts during third quarter 2002 and
FilterSource, an air filtration distributor based in California during fourth
quarter 2002. The three acquisitions were purchased for approximately $10,371 in
cash and their results were included in the Company's consolidated results of
operations from the dates of acquisition. The combined sales for CLARCOR UK, TFT
and FilterSource in the most recent twelve-month period prior to acquisition
were approximately $16,500. CLARCOR UK is included in the Engine/Mobile
Filtration segment. TFT and FilterSource are included in the
Industrial/Environmental Filtration segment. An allocation of the purchase price
has been made to major categories of assets and liabilities for each
acquisition. The acquisitions are not material to the results of the Company.
The preliminary allocation of the purchase price over the preliminary estimated
fair value of the tangible and identifiable intangible assets acquired for
CLARCOR UK, TFT and FilterSource resulted in $2,713, $2,086 and $439 recorded as
goodwill for each acquisition, respectively. The Company recognized $943 for a
CLARCOR UK customer relationship that will be amortized over ten years. In
connection with the TFT and FilterSource acquisitions, the Company recorded $228
as indefinite-lived trademarks and $1,375 as other acquired intangibles which
will be amortized over a weighted average life of eight years. During fiscal
2003, the appraisal and other purchase accounting adjustments for TFT and
FilterSource were finalized resulting in an increase to goodwill of $413, a
decrease to trademarks of $7, and a decrease to other identifiable
definite-lived intangibles of $326. No additional purchase accounting entries
associated with the 2002 acquisitions are expected.

On June 4, 2001, the Company acquired the stock of several filtration management
companies for approximately $29,258, net of cash received, including acquisition
expenses. As a result of the acquisition, the companies were combined into one
company, Total Filtration Services, Inc. (TFS), and included in the
Industrial/Environmental Filtration segment from the date of acquisition. The
initial purchase price was based on the net assets of the businesses acquired as
shown on a June 4, 2001 balance sheet subject to a final adjustment. During
first quarter 2002, the purchase price was finalized resulting in a $3,694
payment

                                                                      CLARCOR 17

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

by the seller to the Company. A decrease to goodwill of $3,954 was recorded
primarily as a result of the net settlement payment and entries associated with
deferred income taxes, the valuation of inventory acquired, and preacquisition
contingencies related to contract matters. No additional purchase accounting
entries associated with the TFS acquisition are expected. Unaudited pro forma
net sales for the Company including TFS would have been approximately $695,700
for the year ended November 30, 2001. Net earnings and earnings per share for
fiscal year 2001 would not have been significantly affected.

C. INVENTORIES

Inventories are stated at the lower of cost or market. During the fourth quarter
of 2003, the Company changed its method of inventory costing on certain
inventory from last-in, first-out (LIFO) to first-in, first-out (FIFO).
Approximately 43% of the Company's November 30, 2002 inventories were on LIFO;
however, only 7% of that inventory created a LIFO reserve which was $456 at the
end of fiscal 2002. Increased productivity gains and a continued decline in
factor input prices render the LIFO method outmoded for the Company and not
reflective of current or expected manufacturing costs. For more than five years,
the Company has seen declining costs for its primary inputs, including labor,
filter media and paper. The Company expects this trend to continue in the future
and believes this disparity will grow with future cost reduction initiatives. In
addition, FIFO appears to be more commonly used in similar industries. The
change increased net income in 2003 by $289 or $.01 per diluted share. Prior
years were not restated as the impact of the change was immaterial to each year.
The FIFO method approximates current cost. Inventories are summarized as
follows:

<TABLE>
<CAPTION>
                                  2003       2002
                                --------   --------
<S>                             <C>        <C>
Raw materials                   $ 34,174   $ 34,496
Work in process                   11,866     11,022
Finished products                 53,633     56,784
                                -------------------
Total at FIFO                     99,673    102,302
Less excess of FIFO over LIFO         --        456
                                -------------------
                                $ 99,673   $101,846
                                ===================
</TABLE>

D. PLANT ASSETS AND IMPAIRMENT LOSS

Plant assets at November 30, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>
                                    2003       2002
                                  --------   --------
<S>                               <C>        <C>
Land                              $  6,656   $  5,410
Buildings and building fixtures     76,517     75,520
Machinery and equipment            215,398    202,697
Construction in process              6,321      6,675
                                  -------------------
                                   304,892    290,302
Less accumulated depreciation      175,320    157,410
                                  -------------------
                                  $129,572   $132,892
                                  ===================
</TABLE>

During the first quarter of 2001, the Company recognized an impairment loss in
its Packaging segment of $2,422 related to certain plant assets used exclusively
in the manufacture of plastic closures for a customer which terminated a
manufacturing contract. The loss is included in the cost of sales and was
calculated under the guidelines of SFAS No. 121.

E. ACQUIRED INTANGIBLES

The following table summarizes the activity for acquired intangibles by
reporting unit for fiscal year 2003:

<TABLE>
<CAPTION>
                                                                     Currency
                                       Beginning                   Translation                      End of
                                        of Year     Acquisitions   Adjustments    Amortization       Year
-------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>            <C>            <C>
Goodwill:
    Engine/Mobile
      Filtration..................   $     11,528   $          -   $        642   $          -   $     12,170
    Industrial/Environmental......
      Filtration..................         70,130            413              7              -         70,550
    Packaging.....................              -              -              -              -              -
                                     ------------------------------------------------------------------------
                                     $     81,658   $        413   $        649   $          -   $     82,720
                                     ========================================================================
Trademarks and trade names:
    Engine/Mobile.................
      Filtration..................   $        603   $          -   $          -   $         -    $        603
    Industrial/Environmental
      Filtration..................         28,880             (7)             -             -          28,873
    Packaging.....................              -              -              -             -               -
                                     ------------------------------------------------------------------------
                                     $     29,483   $         (7)  $          -   $         -    $     29,476
                                     ========================================================================
Other acquired intangibles, gross:
    Engine/Mobile
      Filtration..................   $      1,040   $          -   $          -           $  -   $      1,040
    Industrial/Environmental
      Filtration..................         13,430           (326)             -              -         13,104
    Packaging.....................              -              -              -              -              -
                                     ------------------------------------------------------------------------
                                           14,470           (326)             -              -         14,144
Less accumulated
      amortization................          3,082              -              -            907          3,989
                                     ------------------------------------------------------------------------
Other acquired
    intangibles, net..............   $     11,388   $       (326)  $          -   $        907   $     10,155
                                     ========================================================================
</TABLE>

As a result of adopting SFAS No. 142, the Company completed the transitional
goodwill impairment reviews required by the new standard during the first
quarter of 2002 and subsequently completed the annual impairment reviews at each
year end, with no indications of impairment of goodwill. In performing the
impairment reviews, the Company estimated the fair values of the reporting units
using a present value method that discounted future cash flows. Such valuations
are sensitive to assumptions associated with cash flow growth, discount rates,
terminal value and the aggregation of reporting unit components. The Company
further assessed the reasonableness of these estimates by using valuation
methods based on market multiples and recent capital market transactions.

The Company performed the annual impairment tests on its indefinite-lived
intangibles as of December 1, 2001 and November 30, 2003 and 2002 using the
relief-from-royalty method to determine the fair value of its trademarks and
trade names. There was no impairment as the fair value was greater than the
carrying value for these indefinite-lived intangibles as of these dates.

In connection with adopting SFAS No. 142, the Company also reassessed the useful
lives and classification of identifiable finite-lived intangible assets and
determined that they continue to be appropriate. Amortization expense during the
fiscal years ended November 30, 2002 and 2001 for amortized intangibles was $761
and $756, respectively. The estimated amounts of amortization expense for the
next five years are: $759 in 2004, $755 in 2005, $721 in 2006, $708 in 2007 and
$653 in 2008.

The following table presents net earnings and earnings per share assuming the
non-amortization provisions of SFAS No. 142 were applied in each fiscal year:

18 CLARCOR

<PAGE>

                                                   [A WORLD OF OPPORTUNITY LOGO]

<TABLE>
<CAPTION>
                                                        2003         2002         2001
                                                     ------------------------------------
<S>                                                  <C>          <C>          <C>
Reported net earnings ............................   $   54,552   $   46,601   $   41,893
 Goodwill amortization, net of income taxes ......            -            -        1,375
 Other amortization, net of income taxes .........            -            -          475
                                                     ------------------------------------
Adjusted net earnings ............................   $   54,552   $   46,601   $   43,743
                                                     ====================================
Basic EPS:

 Basic as reported ...............................   $     2.17   $     1.88   $     1.71
 Goodwill amortization, net of income taxes ......            -            -         0.06
 Other amortization, net of income taxes .........            -            -         0.02
                                                     ------------------------------------
Adjusted basic earnings per share ................   $     2.17   $     1.88   $     1.79
                                                     ====================================
Diluted EPS:

 Diluted as reported .............................   $     2.15   $     1.85   $     1.68
 Goodwill amortization, net of income taxes ......            -            -         0.05
 Other amortization, net of income taxes .........            -            -         0.02
                                                     ------------------------------------
Adjusted diluted earnings per share ..............   $     2.15   $     1.85   $     1.75
                                                     ====================================
</TABLE>

F. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at November 30, 2003 and 2002 were as
follows:

<TABLE>
<CAPTION>
                                                    2003       2002
                                                  ------------------
<S>                                               <C>       <C>
Accounts payable ..............................   $ 49,256  $ 50,350
Accrued salaries, wages and commissions .......     16,068    15,283
Compensated absences ..........................      7,332     6,874
Accrued insurance liabilities .................      9,431     6,892
Accrued pension liabilities ...................        518       269
Warranties ....................................      1,789     1,873
Other accrued liabilities .....................     17,928    16,197
                                                  ------------------
                                                  $102,322  $ 97,738
                                                  ==================
</TABLE>

Warranties are recorded as a liability on the balance sheet and as charges to
current expense for estimated normal warranty costs and, if applicable, for
specific performance issues known to exist on products already sold. The
expenses estimated to be incurred are provided at the time of sale and adjusted
as needed, based primarily upon experience.

Changes in the Company's warranty accrual during the year ended November 30,
2003 are as follows:

<TABLE>
<S>                                                         <C>
Balance at November 30, 2002 .............................  $ 1,873
 Accruals for warranties issued during the period ........      641
 Accruals related to pre-existing warranties .............     (532)
 Settlements made during the period ......................     (355)
 Other adjustments, primarily currency translation .......      162
                                                            -------
Balance at November 30, 2003 .............................  $ 1,789
                                                            =======
</TABLE>

G. LONG-TERM DEBT

Long-term debt at November 30, 2003 and 2002 consisted of the following:

<TABLE>
<CAPTION>
                                                      2003     2002
                                                    -----------------
<S>                                                 <C>       <C>
Multicurrency revolving credit agreements,
 interest payable at the end of each
 funding period at an adjusted LIBOR .............  $     -   $62,833
Promissory note, interest payable
 semi-annually at 6.69% ..........................        -    10,000
Industrial Revenue Bonds,
 at .85% to 1.75% interest rates .................   16,968    17,460
Other ...........................................       619       811
                                                    -----------------
                                                     17,587    91,104
Less current portion ............................       674    68,456
                                                    -----------------
                                                    $16,913   $22,648
                                                    =================
</TABLE>

A fair value estimate of $17,359 and $90,406 for long-term debt in 2003 and
2002, respectively, is based on the current interest rates available to the
Company for debt with similar remaining maturities.

In April 2003, the Company entered into a five-year multicurrency revolving
credit agreement with a group of participating financial institutions under
which it may borrow up to $165,000. This credit facility replaced a $185,000
agreement that was to expire in September 2003. The replacement agreement
provides that loans may be made under a selection of currencies and rate
formulas. The interest rate is based upon either a defined Base Rate or the
London Interbank Offered Rate (LIBOR) plus or minus applicable margins. Facility
fees and other fees on the entire loan commitment are payable for the duration
of this facility. At November 30, 2003, there were no outstanding amounts under
this agreement.

Borrowings under the credit facility are unsecured but are guaranteed by
subsidiaries of the Company. The agreement related to this borrowing includes
certain restrictive covenants that include maintaining minimum consolidated net
worth, limiting new borrowings, maintaining a minimum interest coverage and
restricting certain changes in ownership. The Company was in compliance with
these covenants throughout fiscal year 2003. This agreement also includes a
$40,000 letter of credit line sub-line, against which $14,095 in letters of
credit had been issued at November 30, 2003.

At November 30, 2002, $62,833 was outstanding under the $185,000 revolving
credit agreement and the related LIBOR, including the spread, was 1.97%. The
amount outstanding at November 30, 2002 was classified as current debt as the
credit agreement was to expire in 2003. This agreement also included a letter of
credit facility, against which $12,743 in letters of credit had been issued as
of November 30, 2002. Borrowings under the credit facility in place at November
30, 2002 were unsecured but were guaranteed by certain of the Company's
subsidiaries. The Company was in compliance with restrictive covenants related
to the borrowings under the credit facility throughout fiscal years 2003 and
2002.

On May 1, 2001, the Company, in cooperation with the Campbellsville-Taylor
County Industrial Development Authority (Kentucky), issued $8,000 of Industrial
Revenue Bonds, that are due May 1, 2031, with a variable rate of interest that
is reset weekly. In connection with the issuance of these bonds, the Company
holds in trust certain restricted investments committed for the acquisition of
plant equipment. At November 30, 2003, the restricted asset balance was $1,268
and is included in other noncurrent assets. The Company has other industrial
revenue bonds, including $8,410 issued in cooperation with the South Dakota
Economic Development Finance Authority due February 1, 2016 with a variable rate
of interest that is reset weekly and additional bonds of $558 and $1,050
outstanding as of November 30, 2003 and 2002, respectively, which mature in
2005.

During 2003, the Company prepaid $5,000 that would have been due July 2004 on
the 6.69% promissory note, including $183 of interest paid as a prepayment
penalty.

Principal maturities of long-term debt for the next five fiscal years ending
November 30 approximates: $674 in 2004, $306 in 2005, $197 in 2006, $0 in 2007,
$0 in 2008 and $16,410 thereafter.

During 2000, the Company entered into interest rate agreements to manage its
interest exposure related to the multicurrency credit revolver. The agreement
in place at November 30, 2001 provided for the Company to pay a 7.34% fixed
interest

                                                                      CLARCOR 19

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

rate on a notional amount of $60,000. The agreement expired September 11, 2002.
Under the agreement the Company received interest at floating rates based on
LIBOR. This derivative instrument was designated as a cash flow hedge and
determined to be effective. Therefore, there was no adjustment to net earnings
during 2002 or 2001. During fiscal year 2001, the net loss included in other
comprehensive earnings was $1,137 (or $1,750 pretax). The net gain included in
other comprehensive earnings for the twelve months ended November 30, 2002 was
$1,906 (or $2,932 pretax). Such derivative gains and losses were reclassified
into earnings as payments were made on its variable rate interest debt.
Approximately $1,983 and $711 was reclassified into earnings during the fiscal
years ended November 30, 2002 and 2001, respectively.

Interest paid totaled $1,868, $7,482 and $10,666 during 2003, 2002 and 2001,
respectively.

H. LEASES

The Company has various lease agreements for offices, warehouses, manufacturing
plants, and equipment that expire on various dates through December 2015 and
contain renewal options. Some of these leases provide for payment of property
taxes, utilities and certain other expenses. Commitments for minimum rentals
under noncancelable leases at November 30, 2003 for the next five years are:
$8,229 in 2004, $5,636 in 2005, $4,301 in 2006, $3,228 in 2007, and $2,704 in
2008. Rent expense totaled $9,999, $9,879 and $9,670 for the years ended
November 30, 2003, 2002 and 2001, respectively.

I. PENSION AND OTHER POSTRETIREMENT PLANS

The Company has defined benefit pension plans and postretirement health care
plans covering certain employees and retired employees. In addition to the plan
assets related to qualified plans, the Company has funded approximately $1,682
and $1,796 at November 30, 2003 and 2002, respectively, in restricted trusts for
its nonqualified plans. These trusts are included in other noncurrent assets in
the Company's Consolidated Balance Sheets.

Effective January 1, 2004, the Company froze participation in one of its defined
benefit plans. Certain current plan participants will continue to participate in
the plan while others will not accrue future benefits under the plan but will
participate in an enhanced defined contribution plan which offers an increased
company match.

The following table shows reconciliations of the pension plans and other
postretirement plan benefits as of November 30, 2003 and 2002. The accrued
pension benefit liability includes an unfunded benefit obligation of $9,189 and
$6,128 as of November 30, 2003 and 2002, respectively, related to non-qualified
plans. The Company contributed $3,000 and $5,000 to the qualified U.S. pension
plan in fiscal years 2003 and 2002, respectively. The obligations for the U.S.
pension plans have been determined with a weighted average discount rate of 6.0%
and 6.75%, a rate of increase in future compensation of primarily 4.0% and 5.0%
and an expected weighted average long-term rate of return on plan assets of 8.5%
and 9.0% in 2003 and 2002, respectively. The Company expects to lower the
long-term rate of return assumption to 8.25% in fiscal year 2004. The non-U.S.
pension plan obligation was determined with a weighted average discount rate of
5.75% and an expected weighted average long-term rate of return assumption of
7.5% for both years and a rate of increase in future compensation of 3.3% and
3.75% for 2003 and 2002, respectively.

<TABLE>
<CAPTION>
                                                   Pension                    Postretirement
                                                   Benefits                      Benefits
                                         ---------------------------------------------------------
                                             2003           2002           2003           2002
                                         ---------------------------------------------------------
<S>                                      <C>            <C>            <C>            <C>
Change in benefit obligation:
Benefit obligation
  at beginning of year ...............   $     89,116   $     76,423   $      3,661   $      3,535
Addition of non-U.S. plan ............              -          6,323              -              -
Service cost .........................          4,332          3,884            114            112
Interest cost ........................          5,828          5,755            237            247
Plan participants' contributions .....             62             57              -              -
Amendments ...........................         (4,014)           225              -              -
Actuarial losses / (gains) ...........         11,025          1,240           (180)          (105)
Benefits paid ........................         (6,557)        (4,791)           (82)          (128)
Foreign currency exchange rate
  changes ............................            717              -              -              -
                                         ---------------------------------------------------------
Benefit obligation at end of year ....        100,509         89,116          3,750          3,661
                                         ---------------------------------------------------------
Change in plan assets:
Fair value of plan assets
  at beginning of year ...............         72,969         70,505              -              -
Addition of non-U.S. plan ............              -          5,405              -              -
Actual return on plan assets .........         14,815         (3,566)             -              -
Employer contributions ...............          3,103          5,092              -              -
Plan participants' contributions .....             62             57              -              -
Benefits paid ........................         (4,833)        (4,524)             -              -
Foreign currency exchange rate
  changes ............................            466              -              -              -
                                         ---------------------------------------------------------
Fair value of plan assets
  at end of year .....................         86,582         72,969              -              -
                                         ---------------------------------------------------------

Funded status ........................        (13,927)       (16,147)        (3,750)        (3,661)
Unrecognized prior service cost ......          1,362          1,411              -              -
Unrecognized net
  actuarial loss / (gain) ............         26,359         30,203           (819)          (659)
                                         ---------------------------------------------------------
Net amount recognized ................   $     13,794   $     15,467   $     (4,569)  $     (4,320)
                                         =========================================================

Amounts recognized in the
  Consolidated Balance Sheets include:
  Prepaid benefit cost ...............   $     20,153   $     21,771   $          -   $          -
  Accrued benefit liability ..........         (8,331)        (8,092)        (4,569)        (4,320)
  Other noncurrent assets ............          1,008              -              -              -
  Accumulated other
    comprehensive income, pretax .....            964          1,788              -              -
                                         ---------------------------------------------------------
Net amount recognized ................   $     13,794   $     15,467   $     (4,569)  $     (4,320)
                                         =========================================================
</TABLE>

The components of net periodic benefit cost for pensions are shown below.

<TABLE>
<CAPTION>

                                                      Pension Benefits
                                                ---------------------------
                                                  2003      2002     2001
                                                ---------------------------
<S>                                             <C>       <C>       <C>
Components of net periodic benefit cost:
  Service cost ..............................   $ 4,327   $ 3,887   $ 3,142
  Interest cost .............................     5,820     5,759     5,114
  Expected return on plan assets ............    (6,001)   (6,793)   (7,527)
  Amortization of unrecognized:
   Prior service cost .......................       140       134        22
   Net actuarial loss .......................     1,689       628         5
Settlement cost for a terminated plan .......        69         -       669
                                                ---------------------------
Net periodic benefit cost ...................   $ 6,044   $ 3,615   $ 1,425
                                                ===========================
</TABLE>

The postretirement obligations represent a fixed dollar amount per retiree. The
Company has the right to modify or terminate these benefits. The participants
will assume substantially all future health care benefit cost increases, and
future increases in health care costs will not increase the postretirement
benefit obligation or cost to the Company. Therefore, the Company has not
assumed any annual rate of increase in the per capita cost

20 CLARCOR

<PAGE>

                                                   [A WORLD OF OPPORTUNITY LOGO]

of covered health care benefits for future years. The components of net periodic
benefit cost for postretirement health care benefits are shown below.

<TABLE>
<CAPTION>
                                              Postretirement Benefits
                                              -----------------------
                                              2003    2002      2001
                                              -----------------------
<S>                                           <C>     <C>      <C>
Components of net periodic benefit cost:
 Service cost .............................   $ 114   $ 112    $ 107
 Interest cost ............................     237     247      305
 Net actuarial gain .......................     (20)    (16)       -
                                              ----------------------
Net periodic benefit cost .................   $ 331   $ 343    $ 412
                                              ======================
</TABLE>

The Company also sponsors various defined contribution plans that provide
employees with an opportunity to accumulate funds for their retirement. The
Company matches the contributions of participating employees based on the
percentages specified in the respective plans. The Company recognized expense
related to these plans of $1,471, $1,460 and $1,395 in 2003, 2002 and 2001,
respectively.

J. INCOME TAXES

The provision for income taxes consisted of:

<TABLE>
<CAPTION>
                   2003           2002         2001
               ----------------------------------------
<S>            <C>           <C>           <C>
Current:
 Federal ...   $     24,433  $     21,134  $     22,142
 State .....          2,066         1,699         2,253
 Foreign ...          2,938         1,380         1,460
Deferred ...          1,934           560        (2,051)
               ----------------------------------------
               $     31,371  $     24,773  $     23,804
               ========================================
</TABLE>


Income taxes paid, net of refunds, totaled $22,607, $17,678 and $26,858 during
2003, 2002 and 2001, respectively.

Earnings before income taxes and minority interests included the following
components:

<TABLE>
<CAPTION>
                              2003         2002       2001
                           ----------------------------------
<S>                        <C>         <C>         <C>
Domestic income........    $  77,779   $  69,748   $   61,381
Foreign income.........        8,280       1,702        4,353
                           ----------------------------------
                           $  86,059   $  71,450   $   65,734
                           ==================================
</TABLE>

The provision for income taxes resulted in effective tax rates that differ from
the statutory federal income tax rates. The reasons for these differences are as
follows:

<TABLE>
<CAPTION>
                                                             Percent of Pretax Earnings
                                                   --------------------------------------------
                                                       2003            2002            2001
                                                   --------------------------------------------
<S>                                                <C>                 <C>             <C>
Statutory U.S. tax rates .......................           35.0%           35.0%           35.0%
State income taxes, net of federal benefit .....            1.7             1.6             2.1
Foreign sales ..................................           (0.8)           (1.0)           (1.1)
Tax credits ....................................           (1.1)           (2.8)           (0.6)
Other, net .....................................            1.7             1.9             0.8
                                                   --------------------------------------------
Consolidated effective income tax rate .........           36.5%           34.7%           36.2%
                                                   ============================================
</TABLE>

The components of the net deferred tax liability as of November 30, 2003 and
2002 were as follows:

<TABLE>
<CAPTION>
                                                 2003        2002
                                               -------------------
<S>                                            <C>        <C>
Deferred tax assets:
 Deferred compensation .....................   $  4,333   $  5,654
 Other postretirement benefits .............      1,115      1,025
 Foreign net operating loss carryforwards ..      2,039        839
 Accounts receivable .......................      4,193      3,501
 Inventories ...............................      3,594      3,522
 Accrued liabilities and other .............      5,020      5,815
 Valuation allowance .......................     (2,039)      (585)
                                               -------------------
Total deferred tax assets, net .............     18,255     19,771
                                               -------------------
Deferred tax liabilities:
 Pensions ..................................     (4,384)    (4,977)
 Plant assets ..............................    (15,115)   (14,023)
 Intangibles ...............................     (4,530)    (2,721)
                                               -------------------
Total deferred tax liabilities .............    (24,029)   (21,721)
                                               -------------------
Net deferred tax liability .................   $ (5,774)  $ (1,950)
                                               ===================
</TABLE>

The valuation allowance was recorded to reflect the estimated amount of deferred
tax assets that may not be realized due to carryforward limitations on foreign
tax credits and foreign net operating losses. Approximately $1,225 of foreign
tax credit carryforwards will expire in 2007 and 2008. Approximately $814 of
foreign net operating loss carryforwards will expire between 2008 and 2013.
Recognition of such items will be achieved either when the benefits are realized
or when it is determined that it is more likely than not that such benefits will
be realized. The Company expects to realize the remaining deferred tax assets
through the reversal of taxable temporary differences and future earnings.

As of November 30, 2003, the Company has not provided taxes on unremitted
foreign earnings of approximately $9,760 that are intended to be indefinitely
reinvested to finance operations and expansion outside the United States. If
such earnings were distributed beyond the amount for which taxes have been
provided, foreign tax credits would substantially offset any incremental U.S.
tax liability.

K. CONTINGENCIES

The Company is involved in legal actions arising in the normal course of
business. Additionally, the Company is party to various proceedings relating to
environmental issues. The U.S. Environmental Protection Agency (EPA) and/or
other responsible state agencies have designated the Company as a potentially
responsible party (PRP), along with other companies, in remedial activities for
the cleanup of waste sites under the federal Superfund statute.

Although it is not certain what future environmental claims, if any, may be
asserted, the Company currently believes that its potential liability for known
environmental matters does not exceed its present accrual of $50. However,
environmental and related remediation costs are difficult to quantify for a
number of reasons, including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of the environmental regulation and the continuing
advancement of remediation technology. Applicable federal law may impose joint
and several liability on each PRP for the cleanup.

It is the opinion of management, after consultation with legal counsel that
additional liabilities, if any, resulting from these legal or environmental
issues, are not expected to have a material adverse effect on the Company's
financial condition or consolidated results of operations.

                                                                   CLARCOR 21

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

In the event of a change in control of the Company, termination benefits may be
required for certain executive officers and other key employees.

L. PREFERRED STOCK PURCHASE RIGHTS

In March 1996, the Board of Directors of CLARCOR adopted a Shareholder Rights
Plan to replace an existing plan that expired on April 25, 1996. Under the terms
of the Plan, each shareholder received rights to purchase shares of CLARCOR
Series B Junior Participating Preferred Stock. The rights become exercisable
only after the earlier to occur of (i) 10 business days after the first public
announcement that a person or group (other than a CLARCOR-related entity) has
become the beneficial owner of 15% or more of the outstanding shares of CLARCOR
Common Stock; or (ii) 10 business days (unless extended by the CLARCOR Board in
accordance with the Rights Agreement) after the commencement of, or the
intention to make, a tender or exchange offer, the consummation of which would
result in any person or group (other than a CLARCOR-related entity) becoming
such a 15% beneficial owner. Each right entitles the holder to buy one-hundredth
of a share of such preferred stock at an exercise price of $80 subject to
certain adjustments.

Once the rights become exercisable, each right will entitle the holder, other
than the acquiring person or group, to purchase a number of CLARCOR common
shares at a 50% discount to the then-market price of CLARCOR Common Stock. In
addition, under certain circumstances, if the rights become exercisable, the
holder will be entitled to purchase the stock of the acquiring individual or
group at a 50% discount. The Board may also elect to redeem the rights at $.01
per right. The rights expire on April 25, 2006.

The authorized preferred stock includes 300,000 shares designated as Series B
Junior Participating Preferred Stock.

M. INCENTIVE PLAN

In 1994, the shareholders of CLARCOR adopted the 1994 Incentive Plan, which
allows the Company to grant stock options, restricted stock and performance
awards to officers, directors and key employees. The 1994 Incentive Plan
incorporates the various incentive plans in existence prior to March 1994.

The 1994 Incentive Plan, as amended on March 25, 2000, allows grants and awards
of up to 1.5% of the outstanding common stock as of January 1 of each calendar
year. In addition, the Compensation Committee of the Company's Board of
Directors may approve an additional 1% of outstanding common stock to be awarded
during any calendar year. Any portion that is not granted in a given year is
available for future grants. After the close of fiscal year 2003, 312,316 shares
were granted, including the restricted stock units discussed hereafter.

On March 24, 2003, the shareholders of CLARCOR approved the 2004 Incentive Plan,
which replaces the 1994 Incentive Plan on its termination date of December 14,
2003. The 2004 Incentive Plan provides for similar types of awards and grants as
were permitted by the 1994 Incentive Plan for up to 1,500,000 shares.

The following is a description and a summary of key provisions related to
outstanding grants under the 1994 Incentive Plan.

STOCK OPTIONS

Nonqualified stock options may, at the discretion of the Board of Directors, be
granted at the fair market value at the date of grant or at an exercise price
less than the fair market value at the date of grant. Options granted to key
employees vest primarily 25% per year beginning at the end of the first year;
therefore, they become fully exercisable at the end of four years. Options
granted to non-employee directors vest immediately. All options expire ten years
from the date of grant unless otherwise terminated.

The following table summarizes the activity under the nonqualified stock option
plans.

<TABLE>
<CAPTION>
                                           2003                          2002                          2001
                               ---------------------------------------------------------------------------------------
                                                WEIGHTED                      Weighted                      Weighted
                                                AVERAGE                       Average                        Average
                                                EXERCISE                      Exercise                      Exercise
                                  SHARES         PRICE          Shares         Price          Shares         Price
                               ---------------------------------------------------------------------------------------
<S>                               <C>         <C>               <C>         <C>               <C>         <C>
Outstanding
  at beginning of year .....      2,046,268   $      19.38      2,324,130   $      16.83      2,286,026   $      14.53
Granted at fair market value
  on dates of grants .......        509,721          33.66        356,925          28.19        449,366          19.93
Exercised/surrendered ......       (640,055)         17.90       (634,787)         15.00       (411,262)         14.15
                               ---------------------------------------------------------------------------------------
Outstanding
  at end of year ...........      1,915,934   $      23.67      2,046,268   $      19.38      2,324,130   $      16.83
                               =======================================================================================
Options exercisable
  at end of year ...........      1,349,040   $      22.80      1,381,858   $      18.52      1,531,152   $      16.06
                               =======================================================================================
</TABLE>

The following table summarizes information about the options at November 30,
2003.

<TABLE>
<CAPTION>
                               Options Outstanding                Options Exercisable
                       -----------------------------------------------------------------
                                    Weighted     Weighted                       Weighted
   Range of                          Average     Average                        Average
   Exercise                         Exercise    Remaining                       Exercise
    Prices               Number      Price    Life in Years       Number         Price
----------------------------------------------------------------------------------------
<S>                    <C>          <C>       <C>                 <C>           <C>
$12.58 - $17.94        439,295       $ 16.18     4.32             322,706       $ 15.55
$18.38 - $25.55        669,955       $ 19.10     5.79             562,287       $ 19.16
$27.50 - $38.80        806,684       $ 31.55     7.28             464,047       $ 32.26
</TABLE>

The weighted average fair value per option at the date of grant for options
granted in 2003, 2002 and 2001 was $7.80, $7.87 and $5.12, respectively. The
fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions by grant year. Adjustments for forfeitures are made as they occur.

<TABLE>
<CAPTION>
                                             2003       2002     2001
                                            -------------------------
<S>                                         <C>        <C>      <C>
Risk-free interest rate ...............        3.87%    4.70%    5.53%
Expected dividend yield ...............        1.58%    1.91%    2.50%
Expected volatility factor ............       23.00%   25.50%   25.50%
Expected option term (in years) .......         7.0      7.0      7.0
</TABLE>

RESTRICTED STOCK AWARDS

During 2003, 2002 and 2001, respectively, the Company granted 22,645, 25,436 and
44,404 restricted units of Company common stock with a fair value of $32.30,
$27.50 and $18.50 per share, the respective market price of the stock at the
date granted. The restricted share units require no payment from the employee
and compensation cost is recorded based on the market price on the grant date
and is recorded equally over the vesting period of four years. During the
vesting period, officers and key employees receive compensation equal to
dividends declared on common shares. Upon vesting, the employee may elect to
defer receipt of their shares. Subsequent to the end of fiscal year 2003, the
Company granted 18,916 restricted stock units in December 2003 at the
then-market price of $45.59.

22 CLARCOR

<PAGE>

                                                   [A WORLD OF OPPORTUNITY LOGO]

Compensation expense related to restricted stock awards and long range
performance stock awards totaled $569, $426 and $618 in 2003, 2002 and 2001,
respectively. There have been no grants of long range shares or units since
December 1999 and no future awards of long range performance shares or units are
expected to be granted.

DIRECTORS' RESTRICTED STOCK COMPENSATION

The amended 1994 Incentive Plan provides for grants of shares of common stock to
all non-employee directors equal to a one-year annual retainer in lieu of cash.
The directors' rights to the shares vest immediately on the date of grant. In
2003, 2002 and 2001, respectively, 7,176, 8,120 and 10,618 shares of Company
common stock were issued under the amended plan. Compensation expense for the
plan totaled $260 for each year 2003, 2002 and 2001.

N. EARNINGS PER SHARE

The Company calculates and presents basic earnings per share by dividing net
earnings by the weighted average number of shares outstanding. Diluted earnings
per share reflects the impact of outstanding stock options if exercised during
the periods presented using the treasury stock method. The following table
provides a reconciliation of the denominators utilized in the calculation of
basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                              2003         2002          2001
                                          ---------------------------------------
<S>                                       <C>           <C>           <C>
Net Earnings ..........................   $    54,552   $    46,601   $    41,893

Basic EPS:
  Weighted average number of common
  shares outstanding ..................    25,106,561    24,839,812    24,535,199
    Basic per share amount ............   $      2.17   $      1.88   $      1.71
                                          =======================================
Diluted EPS:
  Weighted average number of common
  shares outstanding ..................    25,106,561    24,839,812    24,535,199
  Dilutive effect of stock options.....       266,245       332,119       356,863
                                          ---------------------------------------
   Diluted weighted average number of
    common shares outstanding .........    25,372,806    25,171,931    24,892,062
   Diluted per share amount ...........   $      2.15   $      1.85   $      1.68
                                          =======================================
</TABLE>

For fiscal years ended November 30, 2003, 2002 and 2001, respectively, 7,773,
55,458 and 28,491 stock options with a weighted average exercise price of
$38.80, $31.66 and $25.97 were not included in the computation of diluted
earnings per share as the exercise prices of the options were greater than the
average market price of the common shares during the respective periods.

O. UNAUDITED QUARTERLY FINANCIAL DATA

The unaudited quarterly data for 2003 and 2002 were as follows:

<TABLE>
<CAPTION>
                      First     Second      Third     Fourth
                     Quarter   Quarter     Quarter   Quarter     Total
                    ----------------------------------------------------
<S>                 <C>        <C>        <C>        <C>        <C>
2003:
 NET SALES ......   $171,494   $185,775   $190,647   $193,442   $741,358
 GROSS PROFIT ...     48,349     56,599     56,154     60,589    221,691
 NET EARNINGS ...      9,596     13,047     14,304     17,605     54,552
 NET EARNINGS
  PER COMMON SHARE:
    BASIC .......   $   0.39   $   0.52   $   0.57   $   0.70   $   2.17
    DILUTED .....   $   0.38   $   0.51   $   0.56   $   0.68   $   2.15
</TABLE>

<TABLE>
<S>                 <C>        <C>        <C>        <C>        <C>
2002:
 Net sales ......   $158,262   $176,510   $189,368   $191,423   $715,563
 Gross profit ...     44,710     51,300     53,558     57,722    207,290
 Net earnings ...      7,998     10,607     12,185     15,811     46,601
 Net earnings
  per common share:
    Basic .......   $   0.32   $   0.43   $   0.49   $   0.63   $   1.88
    Diluted .....   $   0.32   $   0.42   $   0.48   $   0.62   $   1.85
</TABLE>

During the fourth quarter of 2003, the Company changed its method of accounting
for inventory as described in Note C which increased gross profit by $456, net
earnings by $289 and diluted EPS by $0.01. The Company recorded a research and
experiment tax credit during the fourth quarter of 2002 that decreased income
taxes $1,000 and increased diluted EPS by $0.04.

P. SEGMENT INFORMATION

Based on the economic characteristics of the Company's business activities, the
nature of products, customers and markets served, and the performance evaluation
by management and the Company's Board of Directors, the Company has identified
three reportable segments: Engine/Mobile Filtration, Industrial/Environmental
Filtration and Packaging.

The Engine/Mobile Filtration segment manufactures and markets a complete line of
filters used in the filtration of oils, air, fuel, coolant, hydraulic and
transmission fluids in both domestic and international markets. The
Engine/Mobile Filtration segment provides filters for certain types of
transportation equipment including automobiles, heavy-duty and light trucks,
buses and locomotives, marine and mining equipment, industrial equipment and
heavy-duty construction and agricultural equipment. The products are sold to
aftermarket distributors, original equipment manufacturers and dealer networks,
private label accounts and directly to truck service centers and large national
accounts.

The Industrial/Environmental Filtration segment manufactures and markets a
complete line of filters, cartridges, dust collectors and filtration systems
used in the filtration of air and industrial fluid processes in both domestic
and international markets. The filters and filter systems are used in commercial
and industrial buildings, hospitals, manufacturing processes, pharmaceutical
processes, clean rooms, airports, shipyards, refineries, power generation plants
and residences. The products are sold to commercial and industrial distributors,
original equipment manufacturers and dealer networks, private label accounts,
retailers and directly to large national accounts.

The Packaging segment manufactures and markets consumer and industrial packaging
products including custom-designed plastic and metal containers and closures and
lithographed

                                                                      CLARCOR 23

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

metal sheets in both domestic and international markets. The products are sold
directly to consumer and industrial packaging customers. In fiscal 2001, the
Company received a settlement payment of $7,000 for the early termination of a
supply and license agreement and in connection therewith recognized an
impairment loss in its Packaging segment of $2,422 related to certain plant
assets as discussed in Note D. The segment's sales of plastic closures were
reduced in 2001 as a result of the termination of the agreement.

Net sales represent sales to unaffiliated customers. No single customer or class
of product accounted for 10% or more of the Company's consolidated 2003 sales.
Intersegment sales are not material. Assets are those assets used in each
business segment. Corporate assets consist of cash and short-term cash
investments, deferred income taxes, headquarters facility and equipment, pension
assets and various other assets that are not specific to an operating segment.
Unallocated amounts include interest income and expense and other non-operating
income and expense items.

The segment data for the years ended November 30, 2003, 2002 and 2001 were as
follows:

<TABLE>
<CAPTION>
                                          2003         2002          2001
                                        -----------------------------------
<S>                                     <C>          <C>          <C>
Net sales:
Engine/Mobile Filtration ............   $ 287,797    $ 263,512    $ 250,960
Industrial/Environmental Filtration..     386,275      383,613      346,394
Packaging ...........................      67,286       68,438       69,610
                                        -----------------------------------
                                        $ 741,358    $ 715,563    $ 666,964
                                        ===================================

Operating profit:
Engine/Mobile Filtration ............   $  58,299    $  52,779    $  51,785
Industrial/Environmental Filtration..      24,171       20,670       16,761
Packaging ...........................       4,592        4,326        7,264
                                        -----------------------------------
                                           87,062       77,775       75,810
Other income (expense) ..............      (1,003)      (6,325)     (10,076)
                                        -----------------------------------
Earnings before income taxes
 and minority interests .............   $  86,059    $  71,450    $  65,734
                                        ===================================

Identifiable assets:
Engine/Mobile Filtration ............   $ 153,621    $ 152,209    $ 135,265
Industrial/Environmental Filtration..     297,219      306,206      303,901
Packaging ...........................      39,733       42,114       41,652
Corporate ...........................      47,664       45,590       49,799
                                        -----------------------------------
                                        $ 538,237    $ 546,119    $ 530,617
                                        ===================================

Additions to plant assets:
Engine/Mobile Filtration ............   $   3,637    $   4,208    $   3,852
Industrial/Environmental Filtration..       4,825        5,386        8,746
Packaging ...........................       3,284        2,242        5,404
Corporate ...........................       1,296          368          202
                                        -----------------------------------
                                        $  13,042    $  12,204    $  18,204
                                        ===================================

Depreciation and amortization:
Engine/Mobile Filtration ............   $   7,335    $   7,328    $   7,725
Industrial/Environmental Filtration..       8,075        8,642       10,711
Packaging ...........................       2,861        3,096        2,725
Corporate ...........................         714          694          689
                                        -----------------------------------
                                        $  18,985    $  19,760    $  21,850
                                        ===================================
</TABLE>


As discussed in Note C, the Company changed its method of inventory costing to
FIFO in fiscal year 2003. This increased operating profit $397 in the Packaging
segment and had an immaterial impact on the Engine/Mobile and Industrial/
Environmental segments. As discussed in Note A with the adoption of SFAS No.
142, the Company no longer amortizes goodwill or trademarks. Nonrecurring
amortization expense recorded in operating profit in 2001 was $443 in the
Engine/Mobile Filtration segment and $2,464 in the Industrial/Environmental
segment. The Packaging segment operating profit did not include any nonrecurring
amortization in 2001.

Financial data relating to the geographic areas in which the Company operates
are shown for the years ended November 30, 2003, 2002 and 2001. Net sales by
geographic area are based on sales to final customers within that region.

<TABLE>
<CAPTION>
                                      2003       2002       2001
                                    ------------------------------
<S>                                 <C>        <C>        <C>
Net sales:
United States ...................   $599,843   $599,937   $549,210
Europe ..........................     70,023     56,130     58,490
Other international .............     71,492     59,496     59,264
                                    ------------------------------
                                    $741,358   $715,563   $666,964
                                    ==============================
Plant assets, at cost,
   less accumulated depreciation:
United States ...................   $120,719   $125,508   $131,171
Europe ..........................      6,423      6,239      5,144
Other international .............      2,430      1,145      1,001
                                    ------------------------------
                                    $129,572   $132,892   $137,316
                                    ==============================
</TABLE>

24 CLARCOR

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VII)
<SEQUENCE>10
<FILENAME>c82240exv13wxayxviiy.txt
<DESCRIPTION>REPORT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>

                                                                      13(a)(vii)

                                                   [A WORLD OF OPPORTUNITY LOGO]

REPORT OF INDEPENDENT ACCOUNTANTS

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, 2003 and November 30, 2002 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended November 30, 2003, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note A to the consolidated financial statements, effective
December 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."

PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois
January 8, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VIII)
<SEQUENCE>11
<FILENAME>c82240exv13wxayxviiiy.txt
<DESCRIPTION>MANAGEMENT'S REPORT
<TEXT>
<PAGE>
                                                             EXHIBIT 13(a)(viii)





MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING

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

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

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

/s/  NORMAN E. JOHNSON     /s/  BRUCE A. KLEIN        /s/  MARCIA S. BLAYLOCK
-----------------------   -------------------------  --------------------------
NORMAN E. JOHNSON        BRUCE A. KLEIN              MARCIA S. BLAYLOCK
CHAIRMAN, PRESIDENT AND  VICE PRESIDENT-FINANCE AND  VICE PRESIDENT, CONTROLLER
CHIEF EXECUTIVE OFFICER  CHIEF FINANCIAL OFFICER

January 8, 2004

                                                                      CLARCOR 25

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IX)
<SEQUENCE>12
<FILENAME>c82240exv13wxayxixy.txt
<DESCRIPTION>INFORMATION UNDER THE "11-YEAR FINANCIAL REVIEW"
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                               EXHIBIT 13(a)(ix)






11-YEAR FINANCIAL REVIEW

<TABLE>
<CAPTION>
                                                         2003           2002           2001           2000
-------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>            <C>
PER SHARE
Equity ...........................................    $    14.63     $    12.66     $    11.14     $     9.93
Diluted Earnings from Continuing Operations ......          2.15           1.85           1.68           1.64
Diluted Net Earnings .............................          2.15           1.85           1.68           1.64
Dividends ........................................        0.4925         0.4825         0.4725         0.4625
Price: High ......................................         45.93          34.00          27.59          21.44
       Low .......................................         31.05          25.03          16.88          16.06
-------------------------------------------------------------------------------------------------------------
EARNINGS DATA ($000)
Net Sales ........................................    $  741,358     $  715,563     $  666,964     $  652,148
Operating Profit .................................        87,062         77,775         75,810         75,987
Interest Expense .................................         1,767          6,073         10,270         11,534
Pretax Income ....................................        86,059         71,450         65,734         63,487
Income Taxes .....................................        31,371         24,773         23,804         23,201
Income from Continuing Operations ................        54,552         46,601         41,893         40,237
Cumulative Effect of Accounting Changes ..........             -              -              -              -
Net Earnings .....................................        54,552         46,601         41,893         40,237
Basic Average Shares Outstanding .................        25,107         24,840         24,535         24,270
Diluted Average Shares Outstanding ...............        25,373         25,172         24,892         24,506
-------------------------------------------------------------------------------------------------------------
EARNINGS ANALYSIS
Operating Margin .................................          11.7%          10.9%          11.4%          11.7%
Pretax Margin ....................................          11.6%          10.0%           9.9%           9.7%
Effective Tax Rate ...............................          36.5%          34.7%          36.2%          36.5%
Net Margin-Continuing Operations .................           7.4%           6.5%           6.3%           6.2%
Net Margin .......................................           7.4%           6.5%           6.3%           6.2%
Return on Beginning Assets .......................          10.0%           8.8%           8.3%           8.5%
Return on Beginning Shareholders' Equity .........          17.3%          17.0%          17.3%          19.1%
Dividend Payout to Net Earnings ..................          22.7%          25.7%          27.6%          27.9%
-------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA ($000)
Current Assets ...................................    $  257,402     $  259,746     $  244,350     $  230,479
Plant Assets, Net ................................       129,572        132,892        137,316        140,121
Total Assets .....................................       538,237        546,119        530,617        501,930
Current Liabilities ..............................       111,373        174,255         94,931         97,826
Long-Term Debt ...................................        16,913         22,648        135,203        141,486
Shareholders' Equity .............................       370,392        315,461        274,261        242,093
-------------------------------------------------------------------------------------------------------------
BALANCE SHEET ANALYSIS ($000)
Debt to Capitalization (A) .......................           4.5%          22.4%          33.9%          37.8%
Working Capital ..................................    $  146,029     $   85,491     $  149,419     $  132,653
Current Ratio ....................................           2.3            1.5            2.6            2.4
-------------------------------------------------------------------------------------------------------------
CASH FLOW DATA ($000)
From Operations ..................................    $   87,896     $   85,019     $   63,290     $   54,130
For Investment ...................................       (12,986)       (18,978)       (51,353)       (42,125)
From/(For) Financing .............................       (80,669)       (59,774)       (15,326)       (15,862)
Change in Cash & Equivalents .....................        (5,399)         6,329         (3,446)        (3,881)
Capital Expenditures .............................        13,042         12,204         18,204         29,005
Depreciation & Amortization ......................        18,985         19,760         21,850         21,079
Dividends Paid ...................................        12,406         11,975         11,575         11,207
Net Interest Expense .............................         1,532          5,612          9,616         10,836
Income Taxes Paid ................................        22,607         17,678         26,858         16,458
-------------------------------------------------------------------------------------------------------------
</TABLE>

(A) Total Debt (current and long-term) divided by Total Debt plus Shareholders'
    Equity.

Note: In fiscal 2003, the Company changed its method of costing certain
      inventory. Prior years were not restated as the impact of the change was
      immaterial to each year presented above.

26 CLARCOR

<PAGE>

                                                   [A WORLD OF OPPORTUNITY LOGO]

<TABLE>
<CAPTION>
   1999           1998           1997           1996           1995           1994           1993
----------------------------------------------------------------------------------------------------
<S>            <C>            <C>            <C>            <C>            <C>            <C>
$     8.77     $     7.80     $     7.06     $     6.46     $     5.79     $     5.18     $     4.63
      1.46           1.30           1.11           1.07           0.97           0.87           0.72
      1.46           1.30           1.11           1.07           0.97           0.89           0.72
    0.4525         0.4425         0.4350         0.4283         0.4217         0.4150         0.4067
     21.38          24.63          20.79          16.75          18.00          14.92          13.33
     14.25          14.25          13.33          12.42          12.08          10.58          10.67
----------------------------------------------------------------------------------------------------

$  477,869     $  426,773     $  394,264     $  372,382     $  330,110     $  300,450     $  253,211
    56,077         51,663         44,424         42,596         38,728         33,188         29,960
     3,733          2,336          2,759          3,822          3,418          3,298          3,979
    55,615         51,347         44,192         41,405         36,631         31,886         27,221
    20,137         19,262         17,164         15,315         13,060         12,057          9,944
    35,412         32,079         26,918         25,945         23,500         20,786         17,277
         -              -              -              -              -            630              -
    35,412         32,079         26,918         25,945         23,500         21,416         17,277
    23,970         24,268         24,133         23,908         23,850         23,804         23,831
    24,314         24,649         24,344         24,217         24,205         24,030         24,076
----------------------------------------------------------------------------------------------------

      11.7%          12.1%          11.3%          11.4%          11.7%          11.0%          11.8%
      11.6%          12.0%          11.2%          11.1%          11.1%          10.6%          10.8%
      36.2%          37.5%          38.8%          37.0%          35.7%          37.8%          36.5%
       7.4%           7.5%           6.8%           7.0%           7.1%           6.9%           6.8%
       7.4%           7.5%           6.8%           7.0%           7.1%           7.1%           6.8%
      11.6%          11.4%          10.1%          10.6%          11.4%          11.2%           9.5%
      19.0%          18.7%          17.4%          18.8%          19.1%          19.4%          16.4%
      30.5%          33.4%          38.2%          36.7%          39.7%          43.0%          52.3%
----------------------------------------------------------------------------------------------------

$  227,670     $  168,173     $  160,527     $  140,726     $  133,286     $  109,992     $   97,569
   126,026         86,389         82,905         84,525         73,047         58,787         53,839
   472,991        305,766        282,519        267,019        245,697        206,928        191,657
    97,475         61,183         54,237         51,297         49,841         43,926         37,647
   145,981         36,419         37,656         43,449         41,860         25,090         32,650
   210,718        186,807        171,162        154,681        138,144        122,801        110,299
----------------------------------------------------------------------------------------------------

      41.8%          16.5%          18.5%          24.8%          26.4%          21.0%          29.6%
$  130,195     $  106,990     $  106,290     $   89,429     $   83,445     $   66,066     $   59,922
       2.3            2.7            3.0            2.7            2.7            2.5            2.6
----------------------------------------------------------------------------------------------------

$   38,642     $   42,267     $   41,632     $   26,675     $   21,092     $   25,670     $   20,727
  (160,658)       (19,290)        (8,193)       (18,934)       (29,044)        (1,159)           (74)
   103,501        (19,943)       (21,850)        (8,774)         7,226        (18,656)       (22,772)
   (18,576)         2,997         11,497           (964)          (684)         5,912         (2,197)
    21,822         15,825         11,349         22,230         14,471         12,119         10,776
    15,372         12,380         11,600         10,704          9,145          8,166          7,227
    10,814         10,717         10,290          9,512          9,330          9,201          9,036
     2,282          1,053          1,739          2,991          2,560          2,750          3,104
    22,234         16,199         15,112         11,230         11,939         10,194         10,059
----------------------------------------------------------------------------------------------------
</TABLE>

                                                                      CLARCOR 27

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(X)
<SEQUENCE>13
<FILENAME>c82240exv13wxayxxy.txt
<DESCRIPTION>MANAGEMENT'S DISCUSSION AND ANALYSIS
<TEXT>
<PAGE>
                                                                EXHIBIT 13(a)(x)






                                                   [A WORLD OF OPPORTUNITY LOGO]

FINANCIAL REVIEW

(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

CLARCOR's operating results for fiscal 2003 were at record levels and marked the
Company's 11th consecutive year of earnings growth. Fiscal 2003 sales, operating
profit and net earnings increased from fiscal 2002, 3.6%, 11.9% and 17.1%,
respectively. There were several key drivers for the increases in sales and
operating profit including (1) increased sales of heavy-duty engine filtration
products for the aftermarket, (2) increased sales of private label HVAC
filtration products, (3) increased sales of specialty filtration products used
primarily in oil and gas drilling, aviation and fluid power, and (4) increased
capacity utilization and production efficiencies. Fiscal 2003 sales levels also
increased approximately $9 million due to an additional six months of operations
in 2003 compared with 2002 for CLARCOR UK (formerly Locker Filtration) which was
acquired in June 2002. Cash flow from operating activities set a new record and
totaled $87.9 million. As a result of strong cash flow from operating
activities, debt was reduced significantly in 2003. Reduced debt and low
interest rates during fiscal 2003 resulted in significantly reduced interest
expense which increased net earnings from 2002 by approximately $2.7 million or
$0.11 per diluted share. Net earnings per diluted share totaled $2.15 in fiscal
2003 compared to $1.85 in 2002.

The results of operations and financial position reflect acquisitions the
Company made in fiscal 2002 and 2001, and these acquisitions are described in
Note B to the Consolidated Financial Statements. The acquisitions that most
impacted the periods presented were CLARCOR UK (formerly Locker Filtration) and
Total Filtration Services (TFS). In June 2002, CLARCOR UK was acquired, adding
approximately $7.5 million in sales to the second half of fiscal 2002 and $9
million to the first half of 2003. In June 2001, TFS was acquired adding
approximately $28 million in sales to the second half of fiscal 2001 and $34
million to the first half of 2002. Several smaller acquisitions also occurred
that were not material to the sales or results of operations for the periods
presented.

The following are several other significant items that occurred during the
periods presented:

(1) At the beginning of the first quarter of fiscal 2002, the Company adopted
Statement of Financial Accounting Standards No. 142 (SFAS 142) as described in
Note E to the Consolidated Financial Statements. No impairment charges were
recorded as a result of adopting SFAS 142; however, amortization expense for
goodwill and indefinite-lived intangible assets was reduced by approximately
$2.9 million before tax or $0.07 per diluted share after tax in fiscal 2002
compared to 2001.

(2) In the fourth quarter of 2002 upon completion of specific tax reviews, the
Company recorded a research and experiment tax credit that increased 2002 net
earnings by $1.0 million and diluted earnings per share by $0.04.

(3) In fiscal 2001, results of operations were impacted by a non-recurring
contract cancellation payment received from a customer of the Company's
Packaging segment. This contract cancellation payment increased sales $7.0
million, operating profit $4.5 million and diluted earnings per share $0.12 in
the first quarter of 2001.

The information presented in this financial review should be read in conjunction
with other financial information provided throughout this 2003 Annual Report.
The following discussion of operating results focuses on the Company's three
reportable business segments: Engine/Mobile Filtration, Industrial/Environmental
Filtration and Packaging.

OPERATING RESULTS

SALES

Net sales in fiscal 2003 were $741.4 million, a 3.6% increase from $715.6
million in fiscal 2002. The 2003 sales increase was the 17th consecutive year of
sales growth for the Company. Included in the sales growth of $25.8 million for
2003 was approximately $9 million related to the CLARCOR UK acquisition that was
completed at the beginning of the third quarter in 2002.

Comparative net sales information related to CLARCOR's operating segments is
shown in the following tables.

<TABLE>
<CAPTION>
                                                                                    2003 VS. 2002
                                                                                        CHANGE
                                                                                 --------------------
NET SALES                                             2003        % TOTAL          $              %
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>            <C>            <C>
ENGINE/MOBILE FILTRATION ....................        $287.8          38.8%       $ 24.3          9.2%
INDUSTRIAL/ENVIRONMENTAL FILTRATION .........         386.3          52.1%          2.7          0.7%
PACKAGING ...................................          67.3           9.1%         (1.2)        -1.7%
                                                     ------------------------------------------------
        TOTAL ...............................        $741.4         100.0%       $ 25.8          3.6%
                                                     ================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                      2002 vs. 2001
                                                                                          Change
                                                                                  --------------------
NET SALES                                             2002        % Total           $              %
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>             <C>             <C>
Engine/Mobile Filtration ....................        $263.5          36.8%        $ 12.5           5.0%
Industrial/Environmental Filtration .........         383.6          53.6%          37.2          10.7%
Packaging ...................................          68.5           9.6%          (1.1)         -1.7%
                                                     -------------------------------------------------
        Total ...............................        $715.6         100.0%        $ 48.6           7.3%
                                                     =================================================
</TABLE>

The Engine/Mobile Filtration segment's sales increased 9.2% in 2003 from 2002.
The growth of $24.3 million included approximately $9 million from an additional
six months of operations in 2003 for CLARCOR UK which was acquired in June 2002.
The remainder of the sales growth in 2003 resulted primarily from increased
domestic and international heavy-duty filter sales to traditional aftermarket
distribution and also due to efforts in 2003 to increase sales to OEM dealer
organizations. Price increases improved the segment's sales by approximately one
percentage point and changes in currency translation rates favorably impacted
sales by one and one-half percentage points in 2003. The segment's sales
increased 5.0% in 2002 from 2001. Approximately $7.5 million of the $12.5
million sales growth in 2002 was related to CLARCOR UK. The remainder of the
sales growth in 2002 resulted from increased heavy-duty filter sales to
traditional aftermarket distribution.

The Company's Industrial/Environmental Filtration segment recorded a 0.7%
increase in sales in 2003 over 2002. The segment's sales increase reflects
strong sales of specialty filters sold to industrial markets used in
applications for oil and gas drilling, aviation and fluid power and increased
sales of private label HVAC filters sold through retail mass merchants. Changes
in currency translation rates favorably impacted sales by approximately one
percentage point in 2003. Offsetting these sales increases in 2003 were
continued low sales of filtration equipment, mainly dust collectors and
electrostatic precipitators, and sales of HVAC filters used in automotive
manufacturing plants. The segment's sales increased 10.7% in 2002 compared to
2001 and included the full-year impact from the TFS acquisition. The impact of
an additional six months of sales from TFS in 2002 totaled approximately $34
million. The additional sales growth in 2002 resulted from sales of
environmental air filters, specialty industrial filters and the Total Filtration
Program. Partially offsetting this increase in sales in 2002 were reduced sales
of air quality equipment and filtration systems sold primarily into capital
goods markets.

                                                                      CLARCOR  7

<PAGE>

FINANCIAL REVIEW

(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

The Packaging segment's sales were $67.3 million in 2003, a 1.7% reduction from
2002. Although sales increased in 2003 for metal decorating and packaging
products, sales of plastic packaging products were reduced. The 2002 segment
sales were $68.5 million. Included in 2001 sales of $69.6 million was a
non-recurring $7.0 million payment arising from a contract cancellation by a
customer. Excluding the impact of the non-recurring payment, sales improved in
2002 from 2001 as a result of increased sales of flat sheet metal decorating and
non-promotional metal and plastic packaging. As a result of the customer
cancellation, sales of plastic closures decreased substantially beginning in the
first quarter 2001.

OPERATING PROFIT

Operating profit of $87.1 million in 2003 reflects improved sales levels overall
and improved capacity utilization and production efficiencies. Cost increases
for pensions, energy, incentive compensation programs and employee health care
were offset by manufacturing efficiencies and cost reduction programs including
cost reductions for certain purchased materials. During 2003 as described in
Note C to the Consolidated Financial Statements, the Company changed its method
of inventory costing from last-in, first-out (LIFO) for certain inventory to the
first-in, first-out (FIFO) method, which increased operating profit by
approximately $0.5 million and primarily impacted the Packaging segment's
operating profit. Operating profit of $77.8 million in 2002 was 2.6% higher than
in 2001. Compared to 2001, operating profit in 2002 increased approximately $2.9
million as a result of reduced amortization expense for goodwill and long-lived
intangible assets due to the adoption of SFAS 142. Fiscal 2001 operating profit
included approximately $4.5 million from a non-recurring customer contract
cancellation payment.

Operating margin improved to 11.7% from 10.9% in 2002 and 11.4% in 2001.
Operating margins decreased in 2002 and 2001 principally due to the increase in
sales from acquisitions that have lower margins than the 11.7% overall margin
recorded in 2000. Foreign currency fluctuations did not have a material impact
on consolidated operating profit in 2003, 2002 or 2001.

Comparative operating profit information related to the Company's business
segments is as follows.

<TABLE>
<CAPTION>
                                                                                  2003 VS. 2002
                                                                                     CHANGE
                                                                                -----------------
OPERATING PROFIT                                     2003        % TOTAL          $           %
-------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>            <C>          <C>
ENGINE/MOBILE FILTRATION ....................        $58.3         67.0%        $ 5.5        10.5%
INDUSTRIAL/ENVIRONMENTAL FILTRATION .........         24.2         27.8%          3.5        16.9%
PACKAGING ...................................          4.6          5.2%          0.3         6.2%
                                                     --------------------------------------------
        TOTAL ...............................        $87.1        100.0%        $ 9.3        11.9%
                                                     ============================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                  2002 vs. 2001
                                                                                      Change
                                                                                ------------------
OPERATING PROFIT                                     2002        % Total          $            %
--------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>            <C>          <C>
Engine/Mobile Filtration ....................        $52.8         67.9%        $ 1.0          1.9%
Industrial/Environmental Filtration .........         20.7         26.6%          3.9         23.3%
Packaging ...................................          4.3          5.5%         (2.9)       -40.4%
                                                     ---------------------------------------------
       Total ................................        $77.8        100.0%        $ 2.0          2.6%
                                                     =============================================
</TABLE>

<TABLE>
<CAPTION>
OPERATING MARGIN AS A
PERCENT OF NET SALES                                 2003         2002         2001
-----------------------------------------------------------------------------------
<S>                                                  <C>          <C>          <C>
Engine/Mobile Filtration ....................        20.3%        20.0%        20.6%
Industrial/Environmental Filtration .........         6.3%         5.4%         4.8%
Packaging ...................................         6.8%         6.3%        10.4%
                                                     ------------------------------
       Total ................................        11.7%        10.9%        11.4%
                                                     ==============================
</TABLE>

Operating profit for the Engine/Mobile Filtration segment increased 10.5% to
$58.3 million from $52.8 million in fiscal 2002. Operating margin improved to
20.3% primarily as a result of increased sales and capacity utilization. Cost
reduction programs that included material and labor cost reductions also
contributed to the improved operating profit for the segment. Operating profit
also improved in 2002 compared to 2001 as a result of increased sales,
productivity improvement programs and reduced amortization expense. Offsetting
these profit improvements in 2003 and 2002 were increased costs for health care,
insurance, incentive programs and pensions. Operating margin as a percent of
sales in fiscal 2002 decreased to 20.0% from 20.6% in 2001, primarily as a
result of lower margins from CLARCOR UK.

The Industrial/Environmental Filtration segment's 2003 operating profit improved
16.9% over fiscal 2002 primarily as a result of the significantly improved
capacity utilization of several manufacturing plants that began operating in
2001, increased sales of industrial products for aviation and oil and gas
drilling applications, and ongoing discretionary cost reduction programs. The
segment has been actively integrating newly acquired businesses and making
organizational changes within several of the segment's businesses that have
reduced overhead and administrative costs. As a result of these efforts, the
segment's operating margin improved to 6.3% in 2003 from 5.4% in 2002 and 4.8%
in 2001. In fiscal 2002, operating profit for the segment improved to $20.7
million from $16.8 million in 2001, an increase of 23.3%. The increase included
profit from TFS for an additional six months compared to 2001 and reduced
amortization expense of approximately $2.5 million. In addition, reduced
manufacturing costs and improved productivity at several newer facilities offset
cost increases for insurance, pensions and incentive programs.

The Packaging segment's operating profit of $4.6 million was nearly the same
level as recorded in fiscal 2002 on slightly lower sales. Although higher
capacity utilization of the segment's metal packaging facilities and cost
reduction programs improved the 2003 operating profit, these improvements were
offset by lower sales of plastic packaging. Included in 2003 operating profit
is approximately $0.4 million related to a change to FIFO inventory costing as
described in Note C to the Consolidated Financial Statements. The segment's 2002
operating profit of $4.3 million was lower than the 2001 level of $7.2 million
primarily because the fiscal 2001 results included approximately $4.5 mil-
lion related to a non-recurring cancellation payment from a customer. The
segment's 2002 operating profit benefited from increased metal lithography
sales, improved leverage of fixed costs and improved productivity from
equipment installed in 2001.

OTHER INCOME & EXPENSE

Net other expense totaled $1.0 million in 2003, $6.3 million in 2002 and $10.1
million in 2001. Interest expense of $1.8 million was lower in 2003 compared
with $6.1 million in 2002 and $10.3 million in 2001, due to lower interest rates
and reduced overall borrowings during the year. Currency gains of $1.0 million
in 2003, losses of $0.2 million in 2002 and gains of $0.2 million in 2001
resulted primarily from fluctuations of the Euro against the U.S. dollar.

8   CLARCOR

<PAGE>

                                                   [A WORLD OF OPPORTUNITY LOGO]

PROVISION FOR INCOME TAXES

The provision for income taxes in 2003 was $31.4 million and resulted in an
effective tax rate of 36.5%. The provision for income taxes in 2002 was $24.8
million and resulted in an effective tax rate of 34.7%. The 2002 provision
included approximately $1.0 million related to a research and experiment tax
credit recorded in the fourth quarter of 2002. The provision for taxes was $23.8
million in 2001 and resulted in an effective tax rate of 36.2%. The effective
tax rate in 2004 is expected to be approximately 36.5%.

NET EARNINGS AND EARNINGS PER SHARE

Net earnings were a record $54.6 million in 2003 or diluted earnings per share
of $2.15. Net earnings in 2002 were $46.6 million or diluted earnings per share
of $1.85, compared to $41.9 million or $1.68 per diluted share in 2001. As
described in Note A to the Consolidated Financial Statements, diluted earnings
per share would have been $2.06, $1.79 and $1.64 for 2003, 2002 and 2001,
respectively, had compensation expense for stock options been recorded in
accordance with SFAS 123. Diluted average shares outstanding for fiscal 2003
were 25,372,806 compared to 25,171,931 for 2002, an increase of 0.8%. Diluted
average shares outstanding for fiscal 2001 were 24,892,062. The increase in
diluted average shares outstanding was primarily due to additional stock option
grants.

FINANCIAL CONDITION

CORPORATE LIQUIDITY

The Consolidated Statements of Cash Flows are shown on page 15 and this
discussion of corporate liquidity should be read in conjunction with information
presented in those statements.

Cash and short-term cash investments decreased to $8.3 million at year-end 2003
from $13.7 million at year-end 2002. Cash provided by operating activities
totaled $87.9 million in 2003 compared to $85.0 million in 2002 and $63.3
million in 2001. The increases in cash provided by operating activities in
2003 and 2002 resulted from higher net earnings and as a result of improvements
in working capital management during fiscal 2003 and 2002. In the 2003 and
2002 fourth quarters, voluntary contributions of $3.0 million and $5.0
million, respectively, were made to the Company's pension trust for covered
U.S. employees. Using the current assumptions for pension plan asset returns,
interest rates and benefit costs, annual contributions are not expected to be
required until after fiscal 2009.

The Company used cash of $13.0 million for investing activities in 2003, $19.0
million in 2002 and $51.4 million in 2001. The Company made no acquisitions in
fiscal 2003. Cash used for acquisitions in 2002 totaled $10.7 million, offset
partially by a $4.0 million settlement payment received from the sellers of
TFS in accordance with the terms of the purchase agreement. Cash used for
acquisitions in 2001, primarily for TFS, totaled $33.4 million. Additions to
plant assets totaled $13.0 million in 2003 and were primarily for new products,
productivity improvement programs and cost reduction programs. Plant asset addi-
tions totaled $12.2 million in 2002 and $18.2 million in 2001.

Net cash used in financing activities totaled $80.7 million and $59.8 million in
2003 and 2002, respectively. In 2003 and 2002, net payments of $62.5 million
and $44.2 million, respectively, were made on revolving credit agreements and an
additional $11.0 million and $5.6 million, respectively, was repaid to reduce
other long-term debt. During 2001, the Company borrowed an additional $27.5
million under its revolving credit agreement, primarily for the TFS acquisition;
however, repayments of $36.5 million were made during the year. In 2001 the
Company also received $8.0 million from the issuance of industrial revenue bonds
related to a manufacturing facility in Campbellsville, Kentucky. The Company did
not repurchase any shares in 2003; nor were any shares repurchased in 2002 or
2001 under its remaining authorization of approximately 920,000 shares from the
December 1997 Board of Directors' approved stock repurchase plan. This
authorization expired in December 2002 and has not been renewed. Dividend
payments totaled $12.4 million, $12.0 million and $11.6 million in 2003, 2002
and 2001, respectively.

CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, pay dividends, provide
for additions and the replacement of necessary plant facilities, and to service
and repay long-term debt. During fiscal 2003, a $165 million credit facility
with a group of financial institutions was established to replace a $185 million
credit facility that was to expire in September 2003. The replacement facility
will expire in April 2008. As of year-end 2003, there were no outstanding
borrowings against the replacement facility; however, under a related $40
million letter of credit line subline, $14.1 million had been issued for letters
of credit. The Company's other long-term debt totaled $17.6 million at year-end
2003 and is principally industrial revenue bonds. Principal payments on
long-term debt will be approximately $0.7 million in 2004 based on scheduled
payments in current debt agreements. The Company is in compliance with all
covenants related to its borrowings, as described in Note G to the Consolidated
Financial Statements.

The Company expects to continue to use future additional cash flow for
dividends, capital expenditures and acquisitions. Capital expenditures for
normal facility maintenance and improvements, expansion of manufacturing and
technical facilities, productivity improvements and new products are expected
to total $25 to $30 million in 2004. The Company's off-balance sheet
arrangements relate to various operating leases as discussed in Note H to the
Consolidated Financial Statements. The Company had no derivative, swap, hedge,
variable interest entity agreements or special purpose entity agreements at
fiscal year-end 2003.

The following table summarizes the Company's fixed cash obligations as of
November 30, 2003 over various future years:

<TABLE>
<CAPTION>
                                         Year        Year        Year       There-
                                           1         2 & 3       3 & 4       after
                                         -----------------------------------------
<S>                                      <C>         <C>         <C>        <C>
Long-Term Debt ..................        $ 0.7       $ 0.5       $   -       $16.4
Credit Facility .................            -           -           -           -
Operating Leases ................          8.2         9.9         5.9         6.9
</TABLE>

While changes in customer demand for our products will affect operating cash
flow, the Company is not aware of any known trends, demands or reasonably likely
events that would materially affect cash flow from operations in the future.
Although in fiscal 2003 and 2002 the Company's investment in working capital was
reduced, it is likely that additional investments in working capital may be
required to support increased operations in fiscal 2004. It is possible that
business acquisitions or dispositions could be made in the future that may
affect operating cash flows and may require changes in the Company's debt and
capitalization.

CAPITAL RESOURCES

The Company's financial position at November 30, 2003, continued to be
sufficiently liquid to support current operations and reflects increased cash
flow from operations and significant reductions in borrowings since the
beginning of the 2003 fiscal year. Total assets decreased to $538.2 million at
the end of fiscal 2003, a decrease of 1.4% from the year-end 2002 level of
$546.1 million. Total current assets decreased to $257.4 million from $259.7
million at year-end

                                                                      CLARCOR  9

<PAGE>

FINANCIAL REVIEW

(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

2002. Total current liabilities at year-end 2003 decreased to $111.4 million
from $174.3 million at year-end 2002. Current liabilities at year-end 2002
included the $62.8 million outstanding balance on a revolving credit agreement
that was replaced in April 2003. The current ratio was 2.3 at year-end 2003
compared to 1.5 at year-end 2002.

Long-term debt of $16.9 million at year-end 2003 relates primarily to various
industrial revenue bonds, as there was no outstanding amount owed at year-end
2003 under the $165 million replacement revolving credit facility. Shareholders'
equity increased to $370.4 million from $315.5 million at year-end 2002. The
increase in shareholders' equity resulted primarily from net earnings of $54.6
million offset by dividend payments of $12.4 million or $0.4925 per share. Total
debt decreased to 4.5% of total capitalization at year-end 2003 compared to
22.4% at year-end 2002.

At November 30, 2003, CLARCOR had 25,309,127 shares of common stock outstanding
at $1.00 par value, compared to 24,918,614 shares outstanding at the end of
2002.

OTHER MATTERS

MARKET RISK

The Company's market risk is primarily the potential loss arising from adverse
changes in interest rates. However, based on the low level of debt obligations
as of year-end 2003, interest rate risk is not expected to be significant to the
Company in fiscal 2004. The Company's debt obligations are primarily at variable
LIBOR-associated rates and fixed interest rates, and are denominated in U.S.
dollars. In order to minimize the long-term costs of borrowing, the Company
manages its interest rate risk by monitoring trends in rates as a basis for
determining whether to enter into fixed rate or variable rate agreements.

Market risk is estimated as the potential change in fair value of the Company's
long-term debt obligations resulting from a hypothetical 1% increase in interest
rates. A hypothetical 1% increase in interest rates on the Company's variable
rate agreements would adversely affect fiscal 2004 net earnings and cash flows
by approximately $0.1 million and reduce the fair value of fixed rate long-term
debt, as measured at November 30, 2003, by approximately $0.1 million. Last
year, a hypothetical 1% increase in interest rates would have adversely affected
fiscal 2003's net earnings and cash flows by approximately $0.4 million and
reduced the fair value of fixed rate long-term debt by approximately $0.1
million.

Although the Company continues to evaluate derivative financial instruments,
including forwards, swaps and purchased options, to manage foreign currency
exchange rate changes, the Company did not hold derivatives for trading purposes
during 2003, 2002 or 2001. The Company has used forward exchange contracts on a
limited basis to manage foreign currency exchange risk related to certain
transactions, primarily certain large purchases denominated in currencies other
than U.S. dollars. As a result of continued foreign sales and business
activities, the Company will continue to evaluate the use of derivative
financial instruments to manage foreign currency exchange rate changes in the
future.

CRITICAL ACCOUNTING POLICIES

The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Consolidated
Financial Statements. These policies have been consistently applied in all
material respects and address such matters as revenue recognition, depreciation
methods, inventory valuation, asset impairment recognition, business combination
accounting and pension and postretirement benefits.

While the estimates and judgments associated with the application of these
critical accounting policies may be affected by different assumptions or
conditions, the Company believes the estimates and judgments associated with the
reported amounts are appropriate in the circumstances. The following explains
several of the Company's critical accounting policies that are used in preparing
its consolidated financial statements which require the Company's management to
use significant judgment and estimates:

         Allowance for Losses on Accounts Receivable - Allowances for losses on
customer accounts receivable balances are estimated based on economic conditions
in the industries to which the Company sells and on historical experience by
evaluating specific customer accounts for risk of loss, fluctuations in amounts
owed and current payment trends. The Company's concentration of risk is also
monitored and at year-end 2003, the largest outstanding customer account balance
was $4.9 million. The allowances provided are estimates that may be impacted
by economic and market conditions which could have an effect on future allowance
requirements and results of operations.

         Pensions - The Company's pension obligations are determined using
estimates including those related to discount rates, asset values and changes in
compensation. Actual results and future obligations will vary based on changes
in interest rates, stock and bond market valuations and employee compensation.
For example, for the Company's pension plan for U.S. covered employees, a
reduction in the expected return on plan assets to 8.25% from 8.5% would result
in additional expense in fiscal 2004 of approximately $0.2 million, while a
reduction in the discount rate to 6.00% from 6.75% would result in additional
expense of approximately $0.9 million. Interest rates and pension plan
valuations may vary significantly based on worldwide economic conditions and
asset investment decisions.

         Income Taxes - The Company is required to estimate and record income
taxes payable for each of the U.S. and international jurisdictions in which the
Company operates. This process involves estimating actual current tax expense
and assessing temporary differences resulting from differing accounting
treatment between tax and book which result in deferred tax assets and
liabilities. In addition, accruals are also estimated for federal, state and
international tax matters that are subject to judgment. Taxes payable and the
related deferred tax differences may be impacted by changes to tax codes,
changes in tax rates and changes in taxable profits and losses.

         Goodwill and Indefinite-lived Intangible Assets - The Company
periodically reviews goodwill and indefinite-lived intangible assets for
impairment. These reviews of fair value involve judgment and estimates of
discount rates, transaction multiples and future cash flows for the reporting
units that may be impacted by market conditions and worldwide economic
conditions.

RECENT RELEVANT ACCOUNTING PRONOUNCEMENTS

In November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." The interpretation requires disclosure
in periodic financial statements of certain guarantee arrangements. The
implementation of this interpretation requires certain disclosures regarding
guarantees of the indebtedness of others as provided in Note A to the
Consolidated Financial Statements. The requirements of FIN 45 did not have a
significant impact on the Company's results of operations or financial
condition.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS 148 provides alternative methods
of transition for a voluntary change to the fair

10   CLARCOR

<PAGE>

                                                   [A WORLD OF OPPORTUNITY LOGO]

value-based method of accounting for stock-based employee compensation and
amends certain requirements of SFAS 123. The transition provisions were
effective for the Company in fiscal 2003 and the disclosure requirements were
effective for the Company beginning with its second quarter 2003 consolidated
financial statements. The Company currently plans to continue to apply the
intrinsic value method to account for stock-based employee compensation. Diluted
earnings per share would have been reduced by approximately $0.09 for fiscal
2003 based on the fair value calculation as described in Note A to the
Consolidated Financial Statements.

OUTLOOK

The Company's objective to record compound annual growth rates in diluted
earnings per share of 10% to 15% over a five to seven year period will require
internally generated sales growth, improved profitability and additional
acquisitions. Excluding acquisitions, the Company expects that sales and diluted
earnings per share will continue to grow in 2004, making it the 12th
consecutive year of earnings per share growth for the Company. The Company
expects diluted earnings per share to be in the range of $2.25 to $2.35 in 2004.
The Company has announced that the corporate headquarters will move to
Nashville, TN in 2004. Costs for this move, which will largely be a one-time
expense incurred primarily in 2004, are still being finalized and have not been
reflected in the earnings per share estimate for 2004. These costs have been
estimated to not exceed $0.07 per share.

Sales growth and increased operating profits are expected for the Engine/Mobile
Filtration segment as product demand for aftermarket heavy-duty filtration
products remains good. This growth is expected due to a continuation of new
product introductions and from sales and marketing initiatives begun over the
past two years.

Sales growth for the Industrial/Environmental segment is also expected due to
specialty process liquid filters, while HVAC filtration sales are expected to be
stable. The Company remains optimistic that there will be an upturn in demand
for filtration systems sold into capital goods markets and that the Total
Filtration Program will grow in 2004. The Total Filtration Program had a slow
2003 caused by lower sales of maintenance filters to automobile and automotive
parts manufacturers. The Total Filtration Program's growth in the future will
come from increasing sales to non-automotive customers and expansion of the fil-
ter service business. The Total Filtration Program is also expected to benefit
from the completion of the conversion in early 2004 of a group of 20
company-owned branches from selling primarily HVAC filtration products to
selling the Company's entire range of liquid and air filter products. The
operating margin for the Industrial/Environmental segment is expected to
continue to improve towards the Company's goal of a 10% annual margin for the
segment.

The Packaging segment's sales are expected to grow in 2004 as emphasis continues
on increasing sales of flat sheet metal decorating and non-promotional metal and
plastic packaging products. The Packaging segment is reviewing customer
profitability and expects that certain customer relationships may be terminated
or changed during 2004 where profitability is unacceptable and unlikely to
improve.

Capital investments will continue to be made in each segment's facilities to
improve productivity, expand technical centers, support the Total Filtration
Program and produce new products. As a result of recent changes to the qualified
pension plan and defined contribution plans for U.S. employees, the total cost
of these plans is not expected to change significantly; however, the expense for
pensions is expected to be reduced in future periods while costs for the defined
contribution plan will increase. While the Company fully anticipates that sales
and profits will improve as a result of sales initiatives and cost reduction
efforts, the Company has developed contingency plans to reduce discretionary
spending as necessary.

The Company continues to assess acquisition opportunities, primarily in related
filtration businesses. It is expected that these acquisitions would expand the
Company's market base, distribution coverage and product offerings. The Company
has established financial standards that will continue to be vigorously applied
in the review of all acquisition opportunities and the Company believes that
it has sufficient additional borrowing capacity to continue this acquisition
program.

FORWARD-LOOKING STATEMENTS

Certain statements quoted in this Annual Report are forward-looking. These
statements involve risk and uncertainty. Actual future results and trends may
differ materially depending on a variety of factors including: the volume and
timing of orders received during the year; the mix of changes in distribution
channels through which the Company's products are sold; the success of the
Company's Total Filtration Program; the timing and acceptance of new products
and product enhancements by the Company or its competitors; changes in
pricing, labor availability and related costs, product life cycles, raw material
costs, insurance, pension and energy costs, and purchasing patterns of dis-
tributors and customers; competitive conditions in the industry; business
cycles affecting the markets in which the Company's products are sold; the
effectiveness of plant conversions, plant expansions and productivity
improvement programs; the management of both growth and acquisitions; the
fluctuation in foreign and U.S. currency exchange rates; the fluctuation in
interest rates, primarily LIBOR, which affect the cost of borrowing under its
revolving credit facility; market disruptions caused by domestic or
international conflicts; extraordinary events such as litigation, acquisitions
or divestitures including related charges; and economic conditions generally or
in various geographic areas. All of the foregoing matters are difficult to
forecast. The future results of the Company may fluctuate as a result of these
and the other risk factors detailed from time to time in the Company's filings
with the Securities and Exchange Commission.

Due to the foregoing items, it is possible that, in the future, the Company's
operating results will be below the expectations of stock market analysts and
investors. In such event, the price of CLARCOR common stock could be materially
adversely affected.

                                                                   CLARCOR    11


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>14
<FILENAME>c82240exv14.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
<PAGE>
                                                                      EXHIBIT 14

                                                          Adopted March 24, 2003

                   CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS

PREFACE

As used in this Code, the term "Senior Financial Officers" means the Company's
Chief Executive Officer, Chief Financial Officer, its Chief Accounting Officer,
its Internal Audit Director and any other person performing the duties of such
officials.

Senior Financial Officers hold an important role in corporate governance. The
Senior Financial Officers have the responsibility and authority to accurately
compile and report the financial condition and results of operations of the
Company in accordance with Generally Accepted Accounting Practices and the
highest standards of ethics. Senior Financial Officers fulfill this
responsibility by prescribing and enforcing the policies and procedures employed
in the operation of the enterprise's financial organization, and by
demonstrating the following:

I.     HONEST AND ETHICAL CONDUCT

       SENIOR FINANCIAL OFFICERS WILL EXHIBIT AND PROMOTE THE HIGHEST STANDARDS
       OF HONEST AND ETHICAL CONDUCT THROUGH THE ESTABLISHMENT AND OPERATION OF
       POLICIES AND PROCEDURES THAT:

       o   Encourage and reward professional integrity in the financial
           organization, by eliminating inhibitions and barriers to responsible
           behavior such as coercion, fear of reprisal, or alienation from the
           financial organization or the enterprise itself.

       o   Prohibit and eliminate the appearance or occurrence of conflicts
           between what is in the best interest of the enterprise and what could
           result in material personal gain for a member of the financial
           organization, including Senior Financial Officers.

       o   Provide a mechanism for members of the finance organization to inform
           senior management of deviations in practice from policies and
           procedures governing honest and ethical behavior.

       o   Demonstrate their personal support for such polices and procedures
           through communication reinforcing these ethical standards throughout
           the finance organization.

II. Financial Records and Periodic Reports

       Senior Financial Officers will establish and manage the enterprise
       transaction and reporting systems and procedures to ensure that:

       o   Business transactions are properly authorized and recorded on the
           Company's books and records in accordance with Generally Accepted
           Accounting Principles (GAAP) and established company financial
           policy.

       o   The retention or proper disposal of Company records is accordance
           with established enterprise financial policies and applicable legal
           and regulatory requirements.

       o   Periodic financial communications and reports are delivered in a
           manner that facilitates clarity of content and meaning so that
           readers and users can reasonably quickly and accurately determine
           their significance and consequences.

<PAGE>

ILL.   COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

       Senior Financial Officers will establish and maintain mechanisms to:

       o   Educate members of the finance organization about federal, state or
           local statute, regulation or administrative procedure that affects
           the operation of the finance organization and the enterprise
           generally.

       o   Monitor the compliance of the finance organization with applicable
           federal, state or local statute, regulation or administrative rule.

       o   Identify, report and correct promptly any detected deviations from
           applicable federal, state or local statutes or regulations.





                                                   March, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-18
<SEQUENCE>15
<FILENAME>c82240exv18.txt
<DESCRIPTION>LETTER FROM PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>
                                                                      EXHIBIT 18



January 8, 2004


The Audit Committee
CLARCOR Inc.
2323 Sixth Street
Rockford, IL 61125

Dear Directors:

We are providing this letter to you for inclusion as an exhibit to your Form
10-K filing pursuant to Item 601 of Regulation S-K.

We have audited the consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended November 29, 2003 and issued our report
thereon dated January 8, 2004. Note C to the financial statements describes a
change in accounting principle from the last in, first out to the first in,
first out method for certain inventories. It should be understood that the
preferability of one acceptable method of accounting over another for inventory
accounting has not been addressed in any authoritative accounting literature,
and in expressing our concurrence below we have relied on management's
determination that this change in accounting principle is preferable. Based on
our reading of management's stated reasons and justification for this change in
accounting principle in the Form 10-K, and our discussions with management as to
their judgment about the relevant business planning factors relating to the
change, we concur with management that such change represents, in the Company's
circumstances, the adoption of a preferable accounting principle in conformity
with Accounting Principles Board Opinion No. 20.

Very truly yours,



PricewaterhouseCoopers LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>16
<FILENAME>c82240exv21.txt
<DESCRIPTION>SUBSIDIAIRES OF THE REGISTRANT
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                      EXHIBIT 21





                           CLARCOR INC. SUBSIDIARIES

                            AS OF FEBRUARY 15, 2004

<Table>
<Caption>
                                                          JURISDICTION OF
                                                          INCORPORATION OR                    PERCENT OF
                 NAME                                       ORGANIZATION                      OWNERSHIP*
--------------------------------------                    ----------------                    ----------
<S>                                                       <C>                                 <C>
CLARCOR Consumer Products, Inc.                           Delaware                               100%
J.L. Clark, Inc.                                          Delaware                               100%
Clark Europe, Inc.                                        Delaware                               100%
CLARCOR Filtration Products, Inc.                         Delaware                               100%
CLARCOR Air Filtration Products, Inc.                     Kentucky                               100%
CLARCOR Total Filtration, Inc.                            Delaware                               100%
Airklean Engineering Pte. Ltd.                            Singapore                              100%
Airguard Asia Sdn. Bhd.                                   Malaysia                               100%
Baldwin Filters, Inc.                                     Delaware                               100%
Baldwin Filters N.V.                                      Belgium                                100%
Baldwin Filters Limited                                   United Kingdom                         100%
Baldwin South Africa, Inc.                                Delaware                               100%
Baldwin-Unifil S.A.                                       South Africa                            80%
Hastings Filters Ltd. Canada                              Canada                                 100%
Baldwin Filters (Aust.) Pty. Limited                      Australia                              100%
Baldwin-Weifang Filters Ltd.                              China                                   80%
CLARCOR UK Limited                                        United Kingdom                         100%
CLARCOR UK (Holdings) Ltd.                                United Kingdom                         100%
Clark Filter, Inc.                                        Delaware                               100%
Filtros Baldwin de Mexico                                 Mexico                                  90%
Purolator Facet, Inc.                                     Delaware                               100%
Facet FCE S.A.R.L.                                        France                                 100%
Facet Iberica S.A.                                        Spain                                  100%
Facet Industrial B.V.                                     Netherlands                            100%
Facet Industrial U.K. Limited                             United Kingdom                         100%
Facet Italiana, S.p.A.                                    Italy                                  100%
Facet USA Inc.                                            Delaware                               100%
Purolator Advanced Filtration Group,
  Inc.                                                    Delaware                               100%
GS Costa Mesa, Inc.                                       Delaware                               100%
Purolator Filter GmbH                                     Germany                                100%
Total Filtration Services, Inc.                           Ohio                                   100%
Total Filtration Services LLC of VC                       Mexico                                 100%
Total Filter Technology, Inc.                             Massachusetts                          100%
United Air Specialists, Inc.                              Ohio                                   100%
United Air Specialists Ltd. UK                            United Kingdom                         100%
CLARCOR International, Inc.                               Delaware                               100%
CLARCOR Trading Company                                   Delaware                               100%
CLC Support Services, Inc.                                Delaware                               100%
CLC Technologies, Inc.                                    Delaware                               100%
</Table>

------------------------------
* Direct or indirect

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>17
<FILENAME>c82240exv23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>

                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in each Registration
Statement on Form S-8 (file numbers 33-5456, 33-38590, 33-39374, 33-53763,
33-53899, 33-801767, 333-101767, 333-110726 and 333-109359) of CLARCOR Inc. and
Subsidiaries of our report dated January 8, 2004 relating to the consolidated
financial statements, which appears in the Annual Report to Shareholders, which
is incorporated by reference in this Annual Report on Form 10-K. We also consent
to the incorporation by reference of our report dated January 8, 2004 relating
to the financial statement schedule, which appears in this Form 10-K.

                                         /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 18, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>18
<FILENAME>c82240exv31w1.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.1

                                 CERTIFICATIONS

I, Norman E. Johnson, certify that:

     1. I have reviewed this annual report on Form 10-K of CLARCOR Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

          (b) Evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the registrant's fourth fiscal quarter in the case
     of an annual report) that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

          (a) All significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

                                                 /s/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                           Chairman of the Board, President and
                                                          Chief
                                                    Executive Officer

Date: February 18, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>19
<FILENAME>c82240exv31w2.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

I, Bruce A. Klein, certify that:

     1. I have reviewed this annual report on Form 10-K of CLARCOR Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

          (b) Evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the registrant's fourth fiscal quarter in the case
     of an annual report) that has materially affected, or is reasonably likely
     to materially affect, the registrant's internal control over financial
     reporting;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

          (a) All significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial information; and

          (b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

                                                  /s/ BRUCE A. KLEIN
                                          --------------------------------------
                                                      Bruce A. Klein
                                             Vice President-Finance and Chief
                                                    Financial Officer

Date: February 18, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>20
<FILENAME>c82240exv32w1.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 32.1

              CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
                     OF TITLE 18 OF THE UNITED STATES CODE

I, Norman E. Johnson, the Chief Executive Officer of CLARCOR Inc., certify that
(i) the Form 10-K Annual Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information
contained in the Form 10-K Annual Report fairly presents, in all material
respects, the financial condition and results of operations of CLARCOR Inc.

                                                 /s/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                             Chairman of the Board, President
                                               and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>21
<FILENAME>c82240exv32w2.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 32.2

              CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
                     OF TITLE 18 OF THE UNITED STATES CODE

I, Bruce A. Klein, the Chief Financial Officer of CLARCOR Inc., certify that (i)
the Form 10-K Annual Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information
contained in the Form 10-K Annual Report fairly presents, in all material
respects, the financial condition and results of operations of CLARCOR Inc.

                                                  /s/ BRUCE A. KLEIN
                                          --------------------------------------
                                                      Bruce A. Klein
                                              Vice President -- Finance and
                                                 Chief Financial Officer

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