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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.