SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                     FORM 15

Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number 0-3801           

                                  CLARCOR Inc.

             (Exact name of registrant as specified in its charter)

                        2323 Sixth Street, P.O. Box 7007
                            Rockford, Illinois 61125
                                 (815) 962-8867

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)


Rights to Purchase Series A Junior Participating Preferred Stock

            (Title of each class of securities covered by this Form)

Common Stock, $1.00 par value
Rights to Purchase Series B Junior Participating Preferred Stock

(Titles of all other classes of securities for which a duty to file reports
under Section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)   [x]     Rule 12h-3(b)(1)(i)   [x]
     Rule 12g-4(a)(1)(ii)  [ ]     Rule 12h-3(b)(1)(ii)  [ ]
     Rule 12g-4(a)(2)(i)   [ ]     Rule 12h-3(b)(2)(i)   [ ]
     Rule 12g-4(a)(2)(ii)  [ ]     Rule 12h-3(b)(2)(ii)  [ ]
                                   Rule 15d-6            [ ]

     Approximate number of holders of record as of the certificate or notice
date: 0

     Pursuant to the requirements of the Securities Exchange Act of 1934,
CLARCOR Inc. has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.

Date: April 26, 1996         By: Lawrence E. Gloyd
                                 _______________________
                                 Lawrence E. Gloyd          
                                 Chairman and Chief    
                                 Executive Officer