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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) SEPTEMBER 23, 1996

CLARCOR INC.
(Exact name of registrant as specified in Charter)

DELAWARE 0-3801 36-0922490
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)

2323 Sixth Street, P.O. Box 7007
Rockford, Illinois 61125
(Zip Code)(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (815) 962-8867

N/A
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(Former Name or Former Address, if Changed Since Last Report.)

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ITEM 5. OTHER EVENTS.

On September 23, 1996, CLARCOR Inc., a Delaware corporation ("CLARCOR"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with CUAC
Inc., an Ohio corporation and a wholly-owned subsidiary of CLARCOR ("Sub"), and
United Air Specialists, Inc., an Ohio corporation ("UAS"). The Merger Agreement
provides for a merger (the "Merger") of Sub with and into UAS, with UAS
surviving as a wholly-owned subsidiary of CLARCOR.

Pursuant to the Merger Agreement, each share of Common Stock, without par
value, of UAS ("UAS Common Stock"), outstanding immediately prior to the
Effective Time (as defined in the Merger Agreement) of the Merger (other than
shares owned directly or indirectly by CLARCOR or UAS, which shares will be
cancelled) will be converted into .3698577 (the "Conversion Number") of a share
of Common Stock, par value $1 per share, of CLARCOR ("CLARCOR Common Stock"),
including the corresponding number of rights to purchase shares of Series B
Junior Participating Preferred Stock of CLARCOR. The Conversion Number is
subject to adjustment based on the number of fully diluted shares of UAS
Common Stock outstanding immediately prior to the Effective Time. Approximately
1.2 million shares of CLARCOR Common Stock would become issuable pursuant to
the Merger Agreement, which would represent an increase of approximately 8.1%
over the number of shares of CLARCOR Common Stock currently outstanding.

Each holder of a certificate representing prior to the Effective Time
shares of UAS Common Stock will cease to have any rights with respect thereto
after the Merger, except the right to receive (i) certificate(s) representing
the shares of CLARCOR Common Stock into which such shares of UAS Common Stock
have been converted, (ii) certain dividends and other distributions previously
withheld in accordance with Section 1.7 of the Merger Agreement pending the
exchange of stock certificate(s) and (iii) any cash, without interest, to be
paid in lieu of any fractional share of CLARCOR Common Stock in accordance with
Section 1.8 of the Merger Agreement. Notwithstanding the foregoing, holders of
UAS Common Stock will be entitled to appraisal rights in accordance with
applicable Ohio law.

Prior to its execution, the Merger Agreement was approved by the respective
Boards of Directors of CLARCOR and UAS. A fairness opinion was delivered by
J.J.B. Hilliard, W.L. Lyons Inc. to the Board of Directors of UAS. The
consummation of the Merger is subject, among other things, to the approval of
the Merger by the shareholders of UAS and to certain regulatory approvals. No
vote of CLARCOR shareholders will be required. In connection with the execution
of the Merger Agreement, certain holders of UAS Common Stock, who have voting
power with respect to an aggregate of approximately 50% of the shares of UAS
Common Stock outstanding on the date hereof, entered into agreements obligating
them to vote such shares in favor of the Merger (the "Stockholder Agreements").

Copies of the Merger Agreement, the Stockholder Agreements and CLARCOR's
Press Release dated September 23, 1996 with respect to the Merger Agreement are
attached hereto as Exhibits 2, 10.1, 10.2, 10.3 and 20, respectively, and each
is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired:

Not applicable.

(b) Pro forma financial information:

Not applicable.

2 Agreement and Plan of Merger dated as of September 23, 1996 among CLARCOR
Inc., CUAC Inc. and United Air Specialists, Inc.

10.1 Stockholder Agreement dated as of September 23, 1996 between CLARCOR Inc.
and Durwood G. Rorie, Jr.

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10.2 Stockholder Agreement dated as of September 23, 1996 between CLARCOR Inc.
and William A. Cheney.

10.3 Stockholder Agreement dated as of September 23, 1996 between CLARCOR Inc.
and Margaret Stewart Rorie.

20 Press release issued by CLARCOR Inc., dated September 23, 1996.

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.
September 23, 1996
/S/ LAWRENCE E. GLOYD
By:

Lawrence E. Gloyd
Chairman and Chief Executive
Officer

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EXHIBIT INDEX

The following exhibits are filed herewith:

EXHIBIT PAGE
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2 Agreement and Plan of Merger dated as of September 23, 1996 among CLARCOR
Inc., CUAC Inc. and United Air Specialists, Inc...............................
10.1 Stockholder Agreement dated as of September 23, 1996 between CLARCOR Inc. and
Durwood G.Rorie, Jr...........................................................
10.2 Stockholder Agreement dated as of September 23, 1996 between CLARCOR Inc. and
William A. Cheney.............................................................
10.3 Stockholder Agreement dated as of September 23, 1996 between CLARCOR Inc. and
Margaret Stewart Rorie........................................................
20 Press release issued by CLARCOR Inc., dated September 23, 1996................