8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 29, 2012 (June 25, 2012)

CLARCOR Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11024	36-0922490
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
840 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
(Address of principal executive offices)

Registrant’s telephone number, including area code: 615-771-3100

No Change

(Former name, former address and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

As part of its regular review of the corporate governance policies of CLARCOR Inc. (the “Company”) the Company's Board of Directors (“Board”), adopted and approved certain amendments to the Company's Code of Ethics for Senior Financial Officers (the "Code") on June 25, 2012.

The amendments were intended to better conform the Code to the express language and requirements of (i) Item 406(b)(2) of Regulation S-K (by expressly stating that a purpose of the Code is to facilitate full, fair, accurate, timely and understandable disclosure); (ii) Item 406(b)(4) of Regulation S-K (by expressly stating that complaints that allege possible violations of the Code be reported to the persons, and in the manner, specified in the Company's Policy and Procedures for Addressing Complaints Alleging Misconduct or Violation of Law or Policy); and (iii) Section 303A.10 of NYSE Listed Company Manual (by expressly providing that any waiver of the Code may be made only by the Board or the Audit Committee of the Board).

The description of the amendments to the Code contained in this report is qualified in its entirety by reference to the full text of the Code filed as Exhibit 14.1 to this Current Report on Form 8-K. The Code, as amended, is available in the Corporate Governance section of the Company's website at www.clarcor.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 14.1:    Code of Ethics for Senior Financial Officers, as amended June 25, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.    

CLARCOR INC.

By_ /s/ Richard M. Wolfson____________

Richard M. Wolfson,

    Vice President, General Counsel and Secretary

Date: June 29, 2012

EX-14.1

Exhibit 14.1

Adopted March 24, 2003

Amended June 25, 2012

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

Preface

As used in this Code, the term “Senior Financial Officers” means the Company's Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, 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 (GAAP) and a high standard of ethics. Senior Financial Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the Company's financial organization, and by demonstrating the following:

I. Honest and Ethical Conduct

Senior Financial Officers will exhibit and promote high standards of honest and ethical conduct through the establishment and operation of policies and procedures that:

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

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

▪ 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.

▪ Demonstrate their personal support for such policies and procedures through communication reinforcing these ethical standards throughout the Company's finance organization.

II. Financial Records and Periodic Reports

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

▪ Business transactions are properly authorized and recorded on the Company's books and records in accordance with GAAP and established company financial policies.

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

▪ Periodic financial communications and other documents reports filed with, or submitted to, the U.S. Securities and Exchange Commission, and other public communications by the Company, are delivered in a manner that facilitates full, fair, accurate, timely and understandable disclosure so that readers and users can reasonably quickly and accurately determine their significance and consequences.

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Exhibit 14.1

III. Compliance with Applicable Laws, Rules and Regulations

Senior Financial Officers will establish and maintain mechanisms to:

▪ Educate members of the Company's finance organization about federal, state or local statutes, regulations and administrative rules that affects the operation of the finance organization and the Company generally.

▪ Monitor the compliance of the Company' finance organization with applicable federal, state or local statutes, regulations and administrative rules.

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

Complaints that allege possible violations of this Code of Ethics for Senior Financial Officers should be reported to the persons, and in the manner, specified in the Company's Policy and Procedures for Addressing Complaints Alleging Misconduct or Violation of Law or Policy.

The Board of Directors or Audit Committee of the Board of the Company must approve any waiver of this Code.

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