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)  APRIL 24, 1998


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

     Delaware                     1-11024                        36-0922490
     --------                     -------                        ----------
  (State or other               (Commission                  (IRS Employer
  jurisdiction of               File Number)                 Identification No.)
  incorporation)



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


  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 April 24, 1998, CLARCOR Inc., a Delaware Corporation, distributed to each
holder of CLARCOR Common Stock as of April 10, 1998, the Record Date, a
three-for-two stock split in the form of a 50% stock dividend.  In connection
therewith, a letter to shareholders (the "Letter") was mailed on April 24, 1998
which included notification that each right under the Company's shareholders
rights agreement has been proportionately adjusted to reflect the stock split.
The Letter is attached herewith as Exhibit 1 and is incorporated herein by
reference.

A Notice of Adjustment of Rights is attached herewith as Exhibit 2 and is
incorporated herein by reference.






                                 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.
                                            ------------
                                            (Registrant)


April 27, 1998                              By /s/ Lawrence E. Gloyd
                                            -------------------------
                                            Lawrence E. Gloyd
                                            Chairman of the Board &
                                            Chief Executive Officer

EX-99.1

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[LETTERHEAD OF CLARCOR]

                                                                       EXHIBIT 1

April 24, 1998


Dear Shareholder:

On March 24, 1998, CLARCOR's Board of Directors declared a three-for-two stock
split in the form of a 50% stock dividend payable on April 24, 1998, to holders
of record April 10, 1998.  The Board also declared a cash dividend of $0.165
per common share on a pre-split basis, which is equivalent to $0.11 per share
on a post-split basis, payable on April 24, 1998, to holders of record April
10, 1998.

NEW CERTIFICATE.  The enclosed stock certificate represents your additional
shares resulting from the three-for-two stock split.  Your CLARCOR
stockholdings have been increased by one additional share for each two shares
held of record at the close of business on April 10, 1998.

CHECK FOR FRACTIONAL SHARES.  The stock split is being distributed in full
shares only.  Therefore, if the number of shares you owned on the record date
was not an even number, you are entitled to a fractional interest representing
half a share.  The price quoted by the New York Stock Exchange for CLARCOR
Common Stock was $33.875 per share, pre-split, at the close of business on
April 9, 1998, the day before the Record Date which was a holiday for the New
York Stock Exchange.  Based on that price, the post-split price of one share
would be $22.59.  If your share holdings on the record date were not exactly
divisible by two, you will receive a check under a separate mailing for $11.30
representing your fractional interest.

OLD CERTIFICATE.  Your "old" CLARCOR certificate(s) are still valid.  Do not
destroy them and do not send them to the Company or to the Transfer Agent.  The
number of shares represented by each "old" certificate remains the same as
shown on the face of the certificate.

DIVIDEND REINVESTMENT PLAN.  Those shareholders participating in CLARCOR's
dividend reinvestment plan will receive notice of the number of stock split
shares allocated to their accounts in the next dividend reinvestment plan
statement.

SHAREHOLDER RIGHTS PLAN.  Each right under the Company's shareholder rights
plan has been proportionately adjusted to reflect the stock split.

CHANGE OF ADDRESS.  If you need to change your address as shown on our records,
please notify First Chicago Trust Company of New York, General Shareholder
Correspondence, P.O. Box 2500, Jersey City, NJ 07303-2500.

TAX INFORMATION.  In the opinion of counsel for the Company,  you are not
subject to federal income tax by reason of the receipt of the stock dividend
shares.  Your cost basis of the shares with respect to which the stock dividend
shares were distributed should be prorated between the old shares and the stock
dividend shares.  If you are receiving a cash payment in lieu of a fractional
share, this amount should be included in your 1998 income tax return.  Early in
1999 you should receive Form 1099-DIV which will advise you of all dividend
income paid to you by the Company during calendar year 1998 including the
amount of the cash payment in lieu of a fractional share.  YOU ARE ADVISED TO
CONSULT YOUR OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN
TAX CONSEQUENCES OF THE RECEIPT BY YOU OF THE THREE-FOR-TWO STOCK SPLIT IN THE
FORM OF A 50% STOCK DIVIDEND.

We are very pleased to be able to deliver to you this stock split, and want to
thank you for your continued support.

Sincerely,

/s/ Lawrence E. Gloyd

Lawrence E. Gloyd
Chairman of the Board and
Chief Executive Officer

Enclosure

EX-99.2

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                                                                       EXHIBIT 2


                       NOTICE OF ADJUSTMENT OF RIGHTS

     Under the terms of the Stockholders Rights Agreement (the "Agreement")
adopted by the Company's Board of Directors in March 1996, each outstanding
share of the Company's Common Stock is accompanied by a Preferred Stock
Purchase Right (a "Right").  Prior to the stock split effected April 24, 1998,
each Right entitled a holder to buy one one-hundredth (.01) of a share of
Series B Junior Participating Preferred Stock of CLARCOR (the "Preferred
Stock") at a price (the "Exercise Price") of $80 subject to adjustment upon a
stock split.  Following the stock split, each Right (whether such Right is
associated with "old" CLARCOR certificates or with new certificates issued in
connection with the split) entitles the holder to purchase .67 of one-hundredth
(.0067) of a share of Preferred Stock, at an Exercise Price of $53.33.  The
Rights are exercisable only if (i) an individual or group announces a tender
offer or intentions to commence a tender offer for 15% or more of CLARCOR's
outstanding common stock; or (ii) an individual or group actually acquired 15%
or more of CLARCOR's outstanding common stock. The Rights expire on April 25,
2006.  Distribution of the additional Rights resulting from the stock split do
not constitute taxable income for federal income tax purposes.

     The foregoing description is qualified in its entirety by reference to the
Stockholders Rights Agreement between the Company and First Chicago Trust
Company of New York dated as of March 28, 1996 which was filed on Form 8-K,
dated April 3, 1996.