AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
REGISTRATION NO. 333-19735

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

CLARCOR INC.
(Exact Name of Registrant as Specified in Its Charter)
------------

DELAWARE 36-0922490
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
(Address of Principal Executive Offices) (Zip Code)

UNITED AIR SPECIALISTS, INC. 1984 INCENTIVE STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1985 INCENTIVE STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1991 INCENTIVE STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1994 STOCK OPTION PLAN
UNITED AIR SPECIALISTS, INC. 1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Full Titles of the Plans)

BRUCE A. KLEIN
VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
(815) 962-8867
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

INTRODUCTORY STATEMENT

CLARCOR INC., a Delaware corporation (the "Registrant"), hereby amends
its Registration Statement on Form S-4 (Registration No. 333-19735) by filing
this Post-Effective Amendment No. 1 on Form S-8.

On February 28, 1997, United Air Specialists, Inc., an Ohio
corporation ("UAS"), became a wholly-owned subsidiary of the Registrant upon
consummation of the merger (the "Merger") contemplated by the Agreement and
Plan of Merger dated as of September 23, 1996 (the "Merger Agreement") among
the Registrant, a wholly-owned subsidiary of the Registrant and UAS. Each
option (an "Outstanding Option") to purchase Common Stock, without par value,
of UAS ("UAS Common Stock"), which was outstanding immediately prior to the
effective time of the Merger (the "Effective Time") pursuant to stock option
plans of UAS referenced in the Merger Agreement as "Company Stock Plans" became
an option to purchase the number of shares of Common Stock, par value $1 per
share, of the Registrant ("Common Stock"), together with the associated rights
to purchase shares of Series B Junior Participating Preferred Stock of the
Registrant ("Rights") in accordance with the Stockholder Rights Agreement dated
as of March 28, 1996 between the Registrant and the First Chicago Trust Company
of New York, as Rights Agent, increased to the nearest whole share, determined
by multiplying (i) the number of shares of UAS Common Stock subject to such
Outstanding Option immediately prior to the Effective Time by (ii) .3702116
(the "Conversion Number"), at an exercise price per share of Common Stock
(increased to the nearest whole cent) equal to the exercise price per share of
UAS Common Stock immediately prior to the Effective Time divided by the
Conversion Number. Each Outstanding Option will otherwise be exercisable upon
the same terms and conditions as were applicable immediately prior to the
Effective Time.

This Post-Effective Amendment relates to the offer and sale after the
Effective Time of Common Stock, together with the associated Rights, pursuant
to and in accordance with the Outstanding Options.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed (file number 1-11024) by the
Registrant with the Securities and Exchange Commission (the "SEC") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:

1. The Registrant's Annual Report on Form 10-K for the year ended
November 30, 1996;

2. The Registrant's Current Reports on Form 8-K filed with the SEC on
January 6 and February 28, 1997;

3. The description of the Common Stock contained in the Registration
Statement on Form S-4 (Registration No. 333-19735) under the caption
"Description of CLARCOR Common Stock" filed by the Registrant with the
SEC on January 14, 1997, including any amendments or reports filed for
the purpose of updating such description; and

4. The description of the Rights contained in the Registration Statement
on Form 8-A filed by the Registrant with the SEC on April 3, 1996,
including any amendments or reports filed for the purpose of updating
such description.

All reports and other documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the dates of filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL")
contains provisions permitting corporations organized thereunder to indemnify
directors, officers, employees and agents from liability under certain
circumstances. The Restated Certificate of Incorporation of the Registrant, as
amended, provides indemnification for directors, officers, employees and agents
to the extent permitted by the DGCL, eliminates to the extent permitted by the
law the personal liability of directors for monetary damages to the Registrant
and its stockholders and permits the Registrant to insure its directors,
officers, employees and agents against certain liabilities as to which they may
not be indemnified under the DGCL.

ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

(a) The following is a list of Exhibits included as part of this
Post-Effective Amendment. Items marked with a single asterisk are filed
herewith. Items marked with a double asterisk were filed by the Registrant
with the SEC on January 14, 1997 with the Registration Statement on Form S-4 to
which this Post-Effective Amendment relates.

4.1 Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1983.

4.2 Amendment to ARTICLE NINTH of Registrant's Restated Certificate of
Incorporation is hereby incorporated by reference to Exhibit
3.1(a) to Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1988.

4.3 Amendment changing name of Registrant to CLARCOR Inc. is hereby
incorporated by reference to Exhibit 3.1(b) to Registrant's Annual
Report on Form 10-K for the fiscal year ended November 30, 1988.

4.4 Amendment to ARTICLE FOURTH of Registrant's Restated Certificate
of Incorporation is hereby incorporated by reference to Exhibit
3.1(c) to Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1990.

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**4.5 Certificate of Designations of Series B Junior Participating
Preferred Stock of Registrant as filed with the Secretary of State
of the State of Delaware on April 2, 1996.

4.6 Registrant's By-laws, as amended to date, are incorporated by
reference to Exhibit 3.2 to Registrant's Annual Report on Form
10-K for the fiscal year ended November 30, 1995.

4.7 Stockholder Rights Agreement dated as of March 28, 1996 between
the Registrant and the First Chicago Trust Company of New York, as
Rights Agent, is incorporated by reference to Exhibit 4 to
Registrant's Current Report on Form 8-K filed on April 3, 1996.

*4.8 United Air Specialists, Inc. 1984 Incentive Stock Option Plan.

*4.9 United Air Specialists, Inc. 1985 Incentive Stock Option Plan.

*4.10 United Air Specialists, Inc. 1991 Incentive Stock Option Plan.

*4.11 United Air Specialists, Inc. 1994 Stock Option Plan.

*4.12 United Air Specialists, Inc. 1994 Stock Option Plan for
Nonemployee Directors.

**5.1 Opinion of Sidley & Austin regarding the legality of the
securities being registered.

*23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Sidley & Austin (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).

**24.1 Powers of Attorney.

(b) Not applicable.

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Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

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(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockford, State of
Illinois, on February 28, 1997.

CLARCOR INC.

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

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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment has been signed below by the following
persons in the capacities and on the dates indicated.

Lawrence E. Gloyd Chairman of the Board February 28, 1997
- ----------------- and Chief Executive
Lawrence E. Gloyd Officer

Norman E. Johnson President and Chief February 28, 1997
- ----------------- Operating Officer and
Norman E. Johnson Director

Bruce A. Klein Vice President - February 28, 1997
- -------------- Finance and Chief
Bruce A. Klein Financial Officer
(principal financial
officer)

William F. Knese Vice President, February 28, 1997
- ---------------- Treasurer and
William F. Knese Controller (principal
accounting officer)

* Director
- ----------------------
J. Marc Adam

* Director
- ----------------------
Milton R. Brown

* Director
- ----------------------
Carl J. Dargene

* Director
- ----------------------
Dudley J. Godfrey, Jr.

* Director
- ----------------------
Stanton K. Smith, Jr.

* Director
- ----------------------
Don A. Wolf

*By: Bruce A. Klein February 28, 1997
--------------
Bruce A. Klein
Attorney-in-Fact

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EXHIBIT INDEX

The following is a list of Exhibits included as part of this
Post-Effective Amendment. Item marked with a single asterisk are filed
herewith. Items marked with a double asterisk were filed by the Registrant
with the SEC on January 14, 1997 with the Registration Statement on Form S-4 to
which this Post-Effective Amendment relates.