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 17, 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 June 17, 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 a regular Board meeting, (a) a $150 million stock
repurchase program and (b) a quarterly cash dividend of $0.06375 per share of
Common Stock.

         Pursuant to the stock repurchase program, CLARCOR may purchase shares
from time to time in the open market or through privately negotiated
transactions over the next two years. CLARCOR has no obligation to repurchase
shares under the program, and the timing, actual number and value of shares to
be purchased will depend on CLARCOR's stock price and market conditions.

         The record date for the cash dividend is July 15, 2005 and the payment
date is July 29, 2005.


Section 9 - Financial Statements & Exhibits

         Item 9.01 Financial Statements & Exhibits

Exhibit 99.1 - Press Release dated June 17, 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: June 20, 2005

EX-99.1

                                                                    EXHIBIT 99.1


FOR FURTHER INFORMATION CONTACT:
Bruce A. Klein
Vice President - Finance and Chief Financial Officer
Franklin, Tennessee
615-771-3100

FOR IMMEDIATE RELEASE
FRIDAY, JUNE 17, 2005

             CLARCOR ANNOUNCES $150 MILLION STOCK REPURCHASE PROGRAM
                         AND REGULAR QUARTERLY DIVIDEND


FRANKLIN, TN, JUNE 17, 2005 -- The Board of Directors of CLARCOR Inc. (NYSE:CLC)
today authorized a $150 million stock repurchase program. Pursuant to the
authorization, CLARCOR may purchase shares from time to time in the open market
or through privately negotiated transactions over the next two years. CLARCOR
has no obligation to repurchase shares under the authorization, and the timing,
actual number and value of shares to be purchased will depend on CLARCOR's stock
price and market conditions.

CLARCOR's Board of Directors also declared a regular quarterly dividend of
$0.06375 per share. The dividend is payable July 29, 2005 to shareholders of
record July 15, 2005.

Norm Johnson, CLARCOR's Chairman and Chief Executive Officer, said, "Our strong
cash position and expectations for continued strength in our annual cash flows
allows CLARCOR to aggressively invest to grow our current business, pursue
acquisitions and repurchase our stock. One of our priorities is the effective
use of our assets to enhance the value of CLARCOR for our shareholders."

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.

The statements in this release concerning the Company's sales, earnings,
business performance and prospects are forward-looking statements that involve
significant risks and uncertainties, including the effect of changes in product
demand, availability of labor, price and product competition, raw material
costs, health care costs, energy prices, productivity improvement and plant
consolidation programs, distribution channels, acquisitions and divestitures,
general economic conditions in both domestic and foreign markets, interest
rates, currency fluctuations, the success of our Total Filtration Program, the
success of sales and marketing programs, the cost of compliance with recently
enacted regulatory requirements, the effect of changes in accounting rules and
other factors discussed in filings made with the Securities and Exchange
Commission.