8-K

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                       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)
                                  MAY 14, 2001

                                  CLARCOR INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



            Delaware                    1-11024                 36-0922490
- -------------------------------    ----------------       ----------------------
(State or other jurisdiction of    (Commission File       (IRS Employer
incorporation)                      Number)               Identification Number)



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



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


                                       N/A
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report).



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ITEM 5.     OTHER EVENTS


         On May 14, 2001, CLARCOR Inc., a Delaware corporation (the "Company"),
announced that it had entered into a definitive agreement to acquire several
filtration management companies from MPW Industrial Services Group, Inc. The
companies to be acquired are leading distributors of filtration products and
providers of filtration management services to industrial companies in North
America. They also provide technical advice and services for the filtration of
air and fluids in critical industrial processes and environments. The purchase
price is approximately $31 million. No debt was assumed. In the most recent
twelve-month period, sales of the acquired companies totaled approximately $63
million. It is expected that the transaction will close on June 4, 2001.

         The Company also announced that it expected that second quarter sales
from its current operations will be higher than last year's second quarter but
that second quarter operating profit will be lower than the same period last
year. Operating results will be affected by continuing start-up costs from two
new filter manufacturing plants, a new product line started late last year and
lower filtration equipment sales. The Company stated that it had not changed its
outlook for the year and still expects diluted earnings per share to be in the
$1.73 to $1.80 range.




ITEM 7.  FINANCIAL STATEMENTS & EXHIBITS

Exhibit 99.1 - Press Release dated May 14, 2001.



                                   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 thereunto duly authorized.


                                  CLARCOR INC.





May 14, 2001                        By: /s/  Norman E. Johnson
                                        Chairman of the Board, President &
                                        Chief Executive Officer

EX-99.1

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                                                                    EXHIBIT 99.1

FOR FURTHER INFORMATION CONTACT:
Norman E. Johnson
Chairman of the Board and Chief Executive Officer
Rockford, Illinois
815-962-8867


FOR IMMEDIATE RELEASE
MONDAY, MAY 14, 2001


           CLARCOR TO ACQUIRE FILTRATION MANAGEMENT SERVICES COMPANIES
                  COMMENTS ON SECOND QUARTER OPERATING RESULTS


ROCKFORD, IL, MAY 14, 2001 - CLARCOR INC. (NYSE: CLC) today announced that it
has signed a definitive agreement to acquire several filtration management
companies from MPW Industrial Services Group, Inc. The acquired companies, which
are headquartered in Rochester Hills, Michigan, will be combined into one
company, and will be part of CLARCOR's Industrial/Environmental Filtration
segment. The acquisition is expected to close June 4, 2001.

These companies constitute one of the leading distributors of filtration
products and providers of filtration management services to industrial companies
in North America. They also provide technical advice and services for the
filtration of air and fluids in critical industrial processes and environments
to some of the largest industrial companies in the United States.

The purchase price is approximately $31 million. No debt was assumed. In the
most recent twelve-month period, sales of the acquired companies totaled
approximately $63 million.

"This acquisition significantly strengthens one of our major initiatives - our
Total Filtration Program," said Norm Johnson, CLARCOR's Chairman and CEO. "These
companies have successfully supplied the total filtration needs of major
industrial companies for many years. They are good businesses with good margins,
and we expect the acquisition to be $0.01-$0.02 accretive to diluted earnings
per share in its first full year of operation as part of CLARCOR. Looking ahead,
we see the potential for further improvement in sales and margins, plus
attractive returns on invested capital."

Johnson added, "This acquisition fits well with our strategy to provide our
customers with their complete filter requirements, including supply,
installation and service, for all types of manufacturing plants, distribution
centers, retail stores, office facilities, hospitals and engine applications -
the CLARCOR Total Filtration Program. These companies have developed the systems
and logistical expertise to manage this program profitably. In addition, they
provide engineering and consulting services, as well as supplying filtration
products, for the identification of various contaminant sources and the
management of air and liquid flows.


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"We see a great opportunity, through CLARCOR's large customer base, to bring
these companies' filter management expertise into industries where they have had
little penetration in the past. The acquisition will also increase our
manufacturing leverage by supplying products from our filter manufacturing
companies. In conclusion, this acquisition will significantly strengthen
CLARCOR, our Total Filtration Program and our presence in the filtration
marketplace.

COMMENTS ON SECOND QUARTER OPERATING RESULTS
"Looking at our second quarter which will end June 2, 2001, we expect sales from
our current operations to be higher than sales in last year's second quarter,
but lower than we originally expected. Our customers are still reducing
inventories as a result of the slowing domestic economy, but we believe they are
near the end of this process. Lower customer demand has primarily affected our
capital equipment sales. Since CLARCOR is mainly an aftermarket filtration
company, the demand for our filter products is still up over last year, though
not as strong as we would like.

"We expect second quarter operating profit will be lower than last year due to
several matters we discussed in the first quarter press release. Start-up costs
from two new filter manufacturing plants and a new product line we started late
last year will continue through the third quarter. Lower filtration equipment
sales will also continue to impact operating profit for the rest of this year.
In our packaging business, we have just started a new lithography line and this
will not be fully operational until the third quarter. Production from this line
will then begin to offset sales and profits lost when a major packaging customer
terminated a contract early this year. As we noted in our first quarter release,
we received a cancellation payment from this customer in the first quarter
approximately equal to two years of profit which we would have earned if the
contract had not been canceled.

"Based upon current demand and the state of the economy, we have not changed our
outlook for the year and still expect diluted earnings per share to be in the
$1.73 to $1.80 range."

CLARCOR is based in Rockford, Illinois, and is a diversified marketer and
manufacturer of mobile, industrial and environmental filtration products and
consumer and industrial packaging products sold in domestic and international
markets. Common shares of the Company are traded on the New York Stock Exchange
under the symbol CLC.






The statements in this release concerning CLARCOR and the acquisition are
forward-looking statements that involve risk and uncertainties, including the
effect of changes in product demand, availability of labor, price and product
competition, raw material costs, energy prices, productivity improvement and
plant consolidation programs, distribution channels, acquisitions, general
economic conditions in both domestic and foreign markets, interest rates,
currency fluctuations and other factors discussed in filings made with the
Securities and Exchange Commission.