1
                       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).



   2

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