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                                                        EXHIBIT 13(a)viii

          MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING

      The management of CLARCOR is responsible for the preparation, integrity
and objectivity of the Company's financial statements and the other financial
information in this report. The financial statements were prepared in conformity
with generally accepted accounting principles and reflect, in all material
respects, the results of operations and the Company's financial position for the
periods shown. The financial statements are presented on the accrual basis of
accounting and, where appropriate, reflect estimates based upon judgments of
management.

      In addition, management maintains a system of internal controls designed
to assure that Company assets are safeguarded from loss or unauthorized use or
disposition. Also, the controls system provides assurance that transactions are
authorized according to the intent of management and are accurately recorded to
permit the preparation of financial statements in accordance with generally
accepted accounting principles. For the periods covered by the financial
statements in this report, management believes this system of internal controls
was effective concerning all material matters. The effectiveness of the
controls system is supported by the selection and training of qualified
personnel, an organizational structure that provides an appropriate division of
responsibility, a strong budgetary system of control and a comprehensive
internal audit program.

      The Audit Committee of the Board of Directors, which is composed of three
outside directors, serves in an oversight role to assure the integrity and
objectivity of the Company's financial reporting process. The Committee meets
periodically with representatives of management and the independent and internal
auditors to review matters of a material nature related to financial reporting
and the planning, results and recommendations of audits. The independent and
internal auditors have free access to the Audit Committee. The Committee is also
responsible for making recommendations to the Board of Directors concerning the
selection of the independent auditors.




/s/ LAWRENCE E. GLOYD         /s/ BRUCE A. KLEIN              /s/ MARCIA S. BLAYLOCK
- -------------------------     --------------------------      ----------------------------
                                                        
Lawrence E. Gloyd             Bruce A. Klein                  Marcia S. Blaylock
Chairman of the Board &       Vice President-Finance &        Vice President, Controller &
Chief Executive Officer       Chief Financial Officer         Corporate Secretary



January 7, 2000



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