SecProbe.io

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March 23, 2005

By facsimile to (949) 251-0900 and U.S. Mail

Laura Stein, Esq.
Senior Vice President, General Counsel
The Clorox Company
1221 Broadway
Oakland, CA 94612-1888

RE:	The Clorox Company
	Registration Statement on Form S-4
	Filed March 3, 2005
	File No. 333-123115

Dear Ms. Stein:

	We limited our review to disclosures relating to Exxon
Capital
type exchange offers in the registration statement, outstanding
accounting comments on the annual report on Form 10-K for the
fiscal
year ended June 30, 2004, and the confidential treatment
application
for portions of exhibit 10 to the quarterly report on Form 10-Q
for
the quarter ended December 31, 2004 and have the comments below.
No
further review of the registration statement has been or will be
made.

	We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to be certain that all
information
required under the Securities Act has been included.   We remind
you
to consider applicable requirements for the preliminary
prospectus`
distribution.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

1. Provide in a letter on the letterhead of The Clorox Company or
Clorox signed by an officer before the registration statement`s
effectiveness the statements and representations for the exchange
offer specified in our relevant no action letters on Exxon Capital
type exchanges.

2. Provide written confirmation that the exchange offer will be
open
for a full 20 business days to ensure compliance with Rule 14e-
1(a)
under the Exchange Act.  Its appears from disclosure on the
prospectus` outside front cover page and throughout the
registration
statement, including exhibits 99.1 and 99.2, that the exchange
offer
could be open for less than the required 20 business days because
the
exchange offer expires at 5:00 P.M. instead of midnight on what
may
be the twentieth business day after its begins.  See Q&A 8 in
Release
No. 34-16623.

3. As applicable, revise the letter of transmittal to comply with
the
comments below.

Forward-Looking Statements, page iii

4. Since the offering is a tender offer, Clorox is ineligible to
rely
on the safe harbor.  See section 27A(b)(2)(C) of the Securities
Act,
and revise.

Prospectus Summary

	The Exchange Notes, page 9

5. Under a discrete heading, indicate whether Clorox intends to
list
the notes on any securities exchange or seek approval for the
notes`
quotation through any automated trading system.  Further, disclose
whether the initial purchasers or any other registered broker
dealers
intend to make a market in the notes.

6. Under a discrete heading, indicate whether any of Clorox`s
subsidiaries, will guarantee the exchange notes on the date of
their
issuance.  If so, state the amount that the guarantees are equal
in
right of payment to and subordinated to as of the latest balance
sheet date in the prospectus.

The Exchange Offer, page 25

7. Clarify in this section`s first paragraph that the summary
includes the registration rights agreement`s material provisions.

Expiration Date; Extensions; Amendments, page 27

8. We note Clorox`s reservation of the right to delay the old
notes`
acceptance.  Clarify in what circumstances Clorox will delay
acceptance and confirm that any such delay will be consistent with
Rule 14e-1(c) under the Exchange Act.

9. We note Clorox`s reservation of the right to extend the
exchange
offer.  Disclose that the notice will disclose the number of
securities tendered as of the notice`s date as required by Rule
14e-
1(d) under the Exchange Act.

10. We note Clorox`s reservation of the right to amend the
exchange
offer`s terms.  Revise here and elsewhere to indicate that if
there
is a material change in the exchange offer, including the waiver
of a
material condition, Clorox will extend the offer period if
necessary
so that at least five business days remain in the offer following
notice of the material change.

	Conditions to the Exchange Offer, page 27

11. We note that Clorox may determine in its sole discretion
whether
the offer conditions are satisfied.  We do not object to the
imposition of conditions in a tender offer, provided that they are
not within the direct or indirect control of the offeror and are
specific and capable of objective verification when satisfied.
Thus,
revise the second paragraph to clarify that Clorox will make its
determination whether a condition has been satisfied in its
"reasonable discretion" or "reasonable judgment."

12. We note in the first paragraph that Clorox has reserved the
right
not to accept securities for exchange if it determines that the
offer
would violate applicable law of any of our interpretations.
Revise
to indicate that all conditions to the offer other than those
subject
to governmental approval must be satisfied or waived before the
offer`s expiration, not merely before acceptance of the
outstanding
notes for exchange.

Procedures for Tendering Old Notes, page 28

13. Revise the third paragraph`s last sentence on page 30 to make
clear that all conditions to the exchange offer other than those
dependent upon receipt of necessary governmental approvals must be
satisfied or waived before the exchange offer`s expiration and
that
Clorox may only terminate or amend the exchange offer if any of
the
specified conditions occur before the exchange offer`s expiration.

14. Based on the third paragraph`s last sentence on page 30, it
appears that Clorox reserves the right to waive conditions of the
offer for particular holders.  Clarify under what circumstances
Clorox would treat holders differently.  Otherwise, revise to
state
that if Clorox waives any condition, Clorox will waive that
condition
for all holders who exchange notes.

15. Refer to the phrase "including the right to waive the
ineligibility of any holder who seeks to tender old notes in the
exchange offer" in the third paragraph`s last sentence on page 30.
Tell us why you believe that it would be appropriate for Clorox to
waive conditions of tender such as the condition that no tendering
noteholder is an affiliate or a broker dealer that acquired the
old
notes directly from Clorox.

16. If Clorox decides to waive a condition, Clorox must announce
expressly the decision in a manner reasonably calculated to inform
noteholders of the waiver.  If Clorox waives a material condition,
Clorox is generally required to extend the offering period so at
least five business days remain in the offer after the condition
is
waived.  Provide us your views on whether waiver of any condition
will constitute a material change requiring that at least five
business days remain in the offer after the waiver`s notice.

Withdrawal Rights, page 31

17. Revise this subsection`s last paragraph`s penultimate sentence
to
clarify that any old notes not accepted for exchange will be
returned
"promptly" to the tendering holder after the exchange offer`s
expiration or termination.  Revise similarly the second
paragraph`s
last sentence under "Acceptance of Old Notes for Exchange and
Delivery of Exchange Notes" on page 32 and the last paragraph`s
penultimate sentence under instruction 4 of the letter of
transmittal
in exhibit 99.1.

Description of Exchange Notes, page 36

18. Revise language in this section`s first paragraph`s
penultimate
sentence that could be read to imply that investors do not have
rights under the United States federal securities laws about the
notes` description in the prospectus.

19. If applicable, disclose that any repurchase offer made under a
change in control provision will comply with any applicable
regulations under the federal securities laws, including Rule 14e-
1
under the Exchange Act.

Legal Matters, page 53

20. Clarify that counsel will opine on the enforceability of
Clorox`s
obligations under the notes.

Exhibit 99.1

21. Refer to the fourth paragraph under "Ladies and Gentlemen."
While we do not object if an offeror asks noteholders to confirm
that
they have received a copy of the prospectus, we believe that it is
inappropriate to require a representation that they have read and
agree to the exchange offer`s terms because this may suggest to
investors that they have waived rights under the United States
federal securities laws.  Delete the language.

Closing

	File an amendment to the S-4 in response to the comments.  To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment.  Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments.  If you think that
compliance with any of the comments is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the registration
statement`s
accuracy and adequacy to make certain that all information
required
under the Securities Act of 1933 is included.  Since The Clorox
Company and its management are in possession of all facts relating
to
the disclosure in the registration statement, they are responsible
for the adequacy and accuracy of the disclosures that they have
made.

      If The Clorox Company requests acceleration of the
registration
statement`s effectiveness, The Clorox Company should furnish a
letter
at the time of the request acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve The Clorox Company from its full responsibility for the
adequacy and accuracy of the registration statement`s disclosures.

* The Clorox Company may not assert our comments and the
declaration
of the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	We direct your attention to Rules 460 and 461 of Regulation C
under the Securities Act on requesting acceleration of a
registration
statement`s effectiveness.  Allow adequate time after the filing
of
any amendment for further review before submitting a request for
acceleration.  Provide this request at least two business days
before
the requested effective date.

You may direct questions on comments and other disclosure issues
to
Edward M. Kelly, Senior Counsel, at (202) 942-1978 or me at (202)
942-2864.

Very truly yours,

Jennifer R. Hardy
  Legal Branch Chief

cc:	Robert M. Mattson, Jr., Esq.
	Allen L. Weingarten, Esq.
	Brandon C. Parris, Esq.
	Morrison & Foerster LLP
	19900 MacArthur Boulevard, 12th Floor
	Irvine, CA 92612

Laura Stein, Esq.
March 23, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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