SecProbe.io

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Mail Stop 0510

December 10, 2004

via U.S. mail and facsimile

Mr. Daniel J. Heinrich
Senior Vice President - Chief Financial Officer
The Clorox Company
1221 Broadway
Oakland, California 94612

	RE:	The Clorox Company
		Form 10-K for the fiscal year ended June 30, 2004
		Filed August 27, 2004

		Form 10-Q for the quarter ended September 30, 2004

		File No. 1-7151

Dear Mr. Heinrich:

	We have reviewed your response letter dated October 15, 2004
and
have the following additional comment.  If you disagree with our
comment, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2004

Management`s Discussion and Analysis

Share Exchange Agreement

Please tell us more about your accounting of the share exchange
agreement during the quarter ended December 31, 2004.
Specifically,
address the following:
* How you determined the value of the businesses and joint venture
being transferred to be $745 million;
* How you arrived at an estimated gain on the transfer; and
* The specific accounting literature used to account for this
transaction.

*    *    *    *

	Please respond to this comment within 10 business days, or
tell
us when you will provide us with a response.  Please provide us
with
a supplemental response letter that keys your response to our
comment
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your
supplemental
response on EDGAR as a correspondence file.  Please understand
that
we may have additional comments after reviewing your response to
our
comment.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comment on your filing.

      If you have any questions regarding this comment, please
direct
them to Nudrat Salik, Staff Accountant, at (202) 942-7769 or, in
her
absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief
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Mr. Daniel J. Heinrich
December 10, 2004
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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