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)      March 21, 2005

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



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


           840 Crescent Centre Drive, Suite 600, Franklin, TN   37067
          -------------------------------------------------------------
                (Address of principal executive offices)     (Zip Code)



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


- --------------------------------------------------------------------------------
         (Former name or former address, 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):

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

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

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

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




Section 8 - Other Information

         Item 8.01 Other Events.

(a) On March 21, 2005 CLARCOR Inc., a Delaware corporation (NYSE: CLC) (the
"Company"), issued a press release disclosing that the Company's Board of
Directors had approved, at its regular annual meeting, (a) a quarterly dividend
of $0.1275 per share of Common Stock and (b) a 100% stock dividend for the
purpose of effecting a 2 for 1 stock split of the issued shares of Common Stock
of the Company. In both cases, the record date is April 15, 2005 and the payment
date is April 29, 2005.


Section 9 - Financial Statements & Exhibits

         Item 9.01 Financial Statements & Exhibits

Exhibit 99.1 - Press Release dated March 21, 2005.



                                   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/ Norman E. Johnson
                                     -----------------------------------
                                     Norman E. Johnson, Chairman of the Board,
                                     President and Chief Executive Officer
Date: March 22, 2005

EX-99.1

                                                                    EXHIBIT 99.1


FOR FURTHER INFORMATION CONTACT:
Norman E. Johnson
Chairman of the Board and Chief Executive Officer
Franklin, Tennessee
615-771-3100

FOR IMMEDIATE RELEASE

MONDAY, MARCH 21, 2005


   CLARCOR BOARD AUTHORIZES 2-FOR-1 STOCK SPLIT AND REGULAR QUARTERLY DIVIDEND


FRANKLIN, TN, MARCH 21, 2005 - The Board of Directors of CLARCOR INC. (NYSE:
CLC) declared today a 2-for-1 stock split to be distributed April 29, 2005 to
all shareholders of record on April 15, 2005. After the split, CLARCOR will have
approximately 51,519,888 common shares outstanding.

"The split is indicative of the growth and progress CLARCOR has achieved and the
Board's belief that CLARCOR will continue to expand profitably in the future,"
said Norm Johnson, Chairman and Chief Executive Officer in making the
announcement.

The CLARCOR Board of Directors at the March 21, 2005 Board meeting declared a
regular quarterly dividend of $0.1275 per share on a pre-split basis. The
dividend is payable on April 29, 2005 to all shareholders of record on April 15,
2005. Adjusted for the stock split, the annual common stock dividend rate will
be $0.2550 per share or $0.06375 per quarter.

CLARCOR is based in Franklin, Tennessee, 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.