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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): September 15,2004

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

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

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

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**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 September15, 2004, the board of directors of The Clorox Company (the"Company") amended The Clorox Company 1993 Directors' Stock OptionPlan (the "Directors' Plan") and The Clorox Company 1996 StockIncentive Plan (the "1996 Plan").

Theamendment to the Directors' Plan eliminated annual grants of 3000stock options to the directors. This action was taken inconjunction with a decision to include in the Company's 2004 proxystatement a proposal to amend The Clorox Company IndependentDirectors’ Stock-Based Compensation Plan to increase theannual deferred stock unit grant to directors under that plan from$10,000 in value to $35,000 in value in calendar year 2004 and$75,000 per calendar year thereafter.

Theamendments to the 1996 Plan limit accelerated vesting of stockoptions and other awards that employees hold under the 1996 Plan atthe time of a Change of Control or Corporate Transaction as thoseevents are defined in the 1996 Plan (an "Event"). Before theamendments, the 1996 Plan provided that all awards granted underthe 1996 Plan would vest immediately upon the occurrence of eitherEvent. The change provides that awards, other than awards ofperformance shares or units, made on or after September 15, 2004,will vest on their normal schedule unless, within two years afterthe Event, the employee is terminated without cause or the employeeresigns for Good Reason. In either case, awards will vest in fullimmediately upon termination. Good Reason is defined as action (i)by the Company that results in a reduction in the employee’scompensation or benefits, except a reduction generally applicableto similarly situated employees, a relocation of more than 50 milesin the site of the employee’s employment or a significantdiminution in the employee’s position, authority, duties orresponsibilities or (ii) as defined in an applicable Change ofControl Employment Agreement.  Awards in the form ofperformance shares or performance units granted on or afterSeptember 15, 2004 will vest in proportion to the amount of timeelapsed in the shortest vesting period provided for in the awardand will vest at the level of performance attained immediatelyprior to the Event.
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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:  September 21,2004                              By: /s/   PAMELA FLETCHER

                                                                                   Pamela Fletcher

                                                                                   Vice President – Secretary

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