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**UNITEDSTATES****SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**FORM8-K**

CURRENTREPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date ofReport (Date of Earliest Event Reported): October 6,2004

THE CLOROXCOMPANY(Exact name of registrant as specified in itscharter)

| **Delaware**                          |
|---------------------------------------|
|  (State or other jurisdiction of |
| incorporation or organization)        |

****

| **1-07151**             | **31-0595760**                      |
|-------------------------|-------------------------------------|
| (CommissionFile Number) | (I.R.S.Employer Identification No.) |

**1221Broadway****,****Oakland, California****94612-1888******(Address of principal executiveoffices)    (Zip code)

**(510) 271-7000******(Registrant's telephone number, includingarea code)

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(Formername or former address, if changed since last report)

Check the appropriate boxbelow if the Form 8-K filing is intended to simultaneously satisfythe filing obligation of the registrant under any of the followingprovisions (see General Instruction A.2.)

[ ]  Writtencommunications pursuant to Rule 425 Under the Securities Act (17CFR 230.425)

[ ]  Solicitingmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[ ]  Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

[ ]  Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

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ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On October6, 2004, The Clorox Company entered into a Share Exchange Agreementwith Henkel KGaA and HC Investments, Inc.   A briefdescription of the terms and conditions of the Share ExchangeAgreement is set out in the press release attached as Exhibit99-1.

 

HCInvestments, Inc., which owns 61,386,509 shares of The CloroxCompany common stock, is a wholly-owned subsidiary of HenkelCorporation.  Henkel Corporation is a wholly-owned subsidiaryof Henkel KGaA of Düsseldorf, Germany, a manufacturerof household products, cosmetics/toiletries, adhesives and surfacetechnologies products.  Henkel KGaA andThe Clorox Company are parties to various agreements, which aresummarized in the Certain Relationships and Transactions section ofthe proxy statement dated September 28, 2004 of The Clorox Company,including an agreement that allows Henkel KGaA to nominatedirectors to The Clorox Company board of directors.

Three HenkelKGaA nominees currently serve on The Clorox Company board. Thedisinterested directors on The Clorox Company board unanimouslyapproved the Share Exchange Agreement. 

ITEM7.01  REGULATION FD DISCLOSURE

On October6, 2004, The Clorox Company issued a press release, a copy of whichis attached as Exhibit 99-1. 

ITEM9.01  FINANCIAL  STATEMENTS AND EXHIBITS
| ExhibitNumber | Title                                               |
|---------------|-----------------------------------------------------|
| 99-1          | The Clorox Company press release of October 6,2004. |
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SIGNATURES

Pursuant to therequirements of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

                                                                       THE CLOROX COMPANY

Date:  October 8,2004                                   By: /s/   PAMELA FLETCHER

                                                                                  Pamela Fletcher

                                                                                   Vice President – Secretary